The are pleased to present the Twenty First Annual Report together with
the Audited Accounts for the year ended December 31, 2011.
1 Consolidated Financials
(Figures in Million)
Year ended
2011 2010
Rs USD * Rs USD *
1.1 Financial Results
Income 25,771.52 483.79 17,610.69 393.89
Operating Profit (EBIDTA) 5,177.88 97.20 3,918.47 87.64
Cash Profit / (Loss) 2,428.30 45.58 2,071.42 46.33
Net Profit (PAT) / (Loss) 2,244.75 42.14 1,224.47 27.39
Retained earnings 13,103.35 245.98 12,229.51 273.53
1.2 Profits
Operating Profit (EBIDTA) 5,177.88 97.20 3,918.47 87.64
Less : Interest 1,902.68 35.72 1,421.76 31.80
Depreciation and
Amortisation 1,043.01 19.58 638.98 14.29
Exceptional items
incl. AS 30 494.67 9.29 5.99 0.13
Profit before tax 2,726.86 51.19 1,863.72 41.68
Less: Provision for Tax _ _ _ _
Current 709.79 13.32 451.67 10.10
Deferred (158.49) (2.98) 0.27 0.01
MAT credit entitlement (164.50) (3.09) - -
Profit / (Loss) after tax 2,340.06 43.93 1,411.78 31.58
Available for
appropriation 4,682.61 87.90 2,924.28 65.41
1.3 Appropriations
Dividend on Equity
Shares (proposed) 117.37 2.20 91.59 2.05
Dividend Tax 18.71 0.35 14.98 0.34
Transfer to General
Reserve 89.00 1.67 36.78 0.82
Transfer to Capital
Redemption Reserve - - 491.61 11.00
Reversal of dividend
and tax on - - (148.54) (3.32)
preference shares no
longer payable
Balance carried to
Balance Sheet 4,457.53 83.68 2,437.86 54.53
Note * 1 USD = Rs 53.27 (Exchange Rate as on December 31, 2011).
* 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
25,771.52 Million against Rs 17,610.69 Million in the previous year,
growth of 46%. The Company posted a net profit of Rs 2,244.75 Million as
against Rs 1,224.47 Million in the previous year.
On a standalone basis the total income during the year stood at Rs
7,662.47 Million as against Rs 5,607.64 Million in the previous year.
The standalone net profit is Rs 1,179.21 Million as against a net profit
of Rs 735.62 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.
3 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, 2011.
4 Capital
The Authorised share capital of the Company as at December 31, 2011 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, 2011 is Rs 583,801,710 divided into 58,380,171 equity
shares of Rs 10/- each.
During the year there has been an increase in the Equity Capital of the
Company on account of allotment of 635,500 shares consequent to
exercise of employee stock options.
5 Preferential Allotment
In November 2011, the Board of Directors of the Company approved the
issue of convertible warrants to the Promoter Group subject to
obtaining necessary Shareholders'' consent and regulatory approvals.
During October 2011, the Promoter Group entities of the Company
executed certain inter-se transfer of shares within the Promoter Group.
The Company sought an informal guidance by way of an interpretative
letter from Securities & Exchange Board of India as to whether the
inter-se transfers by the Promoter Group would be considered as ''sale''
as envisaged in the regulation 72 (2) of SEBI (Issue of Capital &
Disclosure Requirements) Regulation, 2009.
SEBI clarified that the said regulation and its explanation do not
differentiate between inter-se transfers made to entities within
promoter group and sales made to others.
Based on the aforesaid position clarified from Securities & Exchange
Board of India, the Company did not proceed with the preferential
allotment.
6 Business Overview
2011 was eventful for Strides due to strengthened business performance,
multiple product and plant approvals and proactive business
consolidation.
Strides had adopted a well-coordinated strategy to restructure the
organisation into Pharma and Specialties business divisions.
2011 witnessed dynamic operations, delivery in terms of enhanced
revenue share and growing focus on value-driven products and approvals.
Key Business Highlights for 2011 : Specialties (Agila)
- Agila represents 40% of the group revenue and 52% of the group
EBITDA.
- Performance boosted by new product launches during the year. Key
execution strategies includes optimum capacity utilisation focusing on
lyophilized, liquid vials, penems and oncology; and the supply- chain
focus shift to enhanced forecastable business.
- US Joint Venture with Sagent consolidated its position in market
place gaining significantly on market share and new product launches.
- First year of consolidation of Brazilian operations. One-time loss in
front-ended business in Brazil was considered in performance.
- Continuous US FDA compliance for facilities. 2 new facilities in
Bangalore, India received approvals during the year. The Brazilian
Sterile Penems Facility received US FDA approval in February 2012.
Regulatory Filings
- 29 ANDAs filed during the year. Cumulative ANDA filings in the US
stands at 144. 25 new ANDAs approved during the year taking the
cumulative US approvals tally to 62;
- 76 new product filings completed in other established markets like
EU, Canada, Korea, South Africa and Australia and New Zealand; and
received approval for 43 products during the year.
- Cumulative filings and approvals stands at 314 and 160 respectively.
Pharma
- Pharma business represents 60% of the group revenue and 48% of the
group EBITDA.
- Key execution strategies include strong focus on operational
execution, plant upgradation/ expansion and strong R&D program in niche
areas of soft gels and immunosuppressants.
- Successful regulatory audits of US FDA, UK MHRA and WHO.
- IP products and ATM business post source change, contributed to the
growth of India manufacturing business.
- Australasia delivered solid growth. Revenue and EBITDA growth at 44%
and 38% respectively over 2010.
- Stable business in Africa despite political turmoil and civil unrest.
- India brands grew by 20% over 2010. Renerve brand at Rs 34 Crores,
grown by 45%.
Pfizer Partnership
- Licensing agreements expanded to Emerging Markets with additional
sterile injectables and oncolytic products
- Portfolio maximisation in established markets completed.
Investments / Joint Ventures / Divestments
Investments
- The Company through its wholly owned subsidiary Agila Specialties
(Malaysia) SDN BHD entered in to an agreement with Malaysian Bio-XCell
Sdn Bhd, an undertaking of the Government of Malaysia, for the
establishment of a customised facility to manufacture injectables in
the Bio-XCell ecosystem in Johar, Malaysia.
Divestments
- 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 (Ascent). The
transaction was closed on January 24, 2012.
Subsidiaries added to the Group during the year
During the year (1) Agila Specialties Asia Pte Ltd, Singapore, (2)
Sorepharma, Burkinofaso, (3) Congo Pharma, Congo, (4) Strides Pharma,
Namibia and (5) SPC Co. Ltd, Sudan became subsidiaries of the Company.
Research & Development
Detailed write-up on Research & Development activity forms part of the
annexure to the Director''s Report.
7 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 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 / its 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 / its
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 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 report forms part
of this Report.
9 Deposits
The Company has not accepted any deposits from public and accordingly
no amount is outstanding as on the balance sheet date.
10 Employee Stock Option Scheme
The Company has granted ESOPs to few eligible employees under the
Strides Arcolab ESOP 2006 scheme and Strides Arcolab ESOP 2008 scheme
and to Directors under Strides Arcolab ESOP 2008 (Directors), scheme
particulars of which are provided in the Corporate Governance Report
forming part of this report. The Company has also floated Strides
Arcolab ESOP 2011 scheme during the year.
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.
11 Board of Directors
Mr. P.M Thampi and Mr. A K Nair are directors who retire by rotation
and being eligible, offer themselves for reappointment. Your directors
recommend their re-appointment to the Board.
12 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.
13 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 carried out with reference to the scheme of arrangement sanctioned
by the Hon''ble High Court of Bombay for amalgamation of the Company''s
subsidiaries viz., 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.
14 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.
15 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.
16 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 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
Company''s shares with any of the Depositories as aforesaid.
17 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
Place : Bangalore, India
Arun Kumar - Executive Vice Chairman &
Managing Director
Date: April 26, 2012 K. R. Ravishankar - Director |