Your Directors have pleasure in presenting their 38th Annual Report and AuditedAccounts of the Company for the year ended 31 March 2016.
| ||2015 2016 ||2014 2015 ||2015 2016 ||2014 2015 |
|Particulars ||Consolidated ||Standalone |
| ||Indian GAAP ||Indian GAAP ||Indian GAAP ||Indian GAAP |
|Profit before Finance Costs Depreciation & Taxes ||14538.58 ||10341.02 ||18729.35 ||13811.94 |
|Less: Finance Costs ||1788.85 ||1901.50 ||362.24 ||301.89 |
|Less: Depreciation and amortization ||2517.63 ||3004.07 ||1121.01 ||1194.60 |
|Less: Tax (Current Year & Deferred Tax) ||3033.01 ||3340.70 ||2561.79 ||2240.20 |
|Profit after Tax ||7199.09 ||2094.75 ||14684.31 ||10075.25 |
The Company has not transferred any amount out of the profit of the year to the GeneralReserves.
Your Directors recommend a Dividend of 200% (Rs 2 per equity share of Rs 1 each) to beappropriated from the profits of the year 2015 - 2016 subject to the approval of theshareholders at the ensuing Annual General Meeting. The dividend will be paid incompliance with applicable regulations. The dividend if approved will result in anoutflow of Rs 679.20 million (including dividend tax).
RESULTS OF OPERATIONS
On Standalone basis the Company achieved gross revenue of Rs 62307.81 million and theStandalone operating profit before finance costs depreciation & tax was Rs 18729.35million as compared to Rs 13811.94 million in the previous year.
On Consolidated basis the Company achieved a gross revenue of Rs 75799.99 million andthe Consolidated operating profit before finance costs depreciation & tax was Rs14538.58 million as compared to Rs 10341.02 million in the previous year.
Your Company believes Corporate Governance is at the core of stakeholder satisfaction.Your Companys governance practices are described separately in this Annual Report.Your Company has obtained a certification from Mr. Surjan Singh Rauthan Partner of M/s.MARK & Associates Company Secretaries LLP on our compliance with Listing Agreementread with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 withIndian Stock Exchanges. This certificate is attached to the Report on CorporateGovernance.
Mr. Rajesh Desai retires by rotation at ensuing Annual General Meeting and beingeligible offers himself for re-appointment. The Board of Directors have recommended hisre-appointment for consideration of the Shareholders. The term of appointment of Mr.Rajesh Desai as Whole-time Director ends on 8 November 2016 on the recommendation of theNomination and Remuneration Committee the Board of Directors of the Company at itsmeeting held on 12 May 2016 has reappointed Mr. Rajesh Desai as Whole-time Directordesignated as Executive Director for the further period of one year w.e.f. 9 November 2016subject to approval of shareholders at ensuing Annual General Meeting of the Company.
All Independent Directors have declared that they meet the criteria of Independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Mr. N. B. Desai resigned as a Board Member w.e.f. 1 June 2015 due to his old age andhealth conditions. The Board placed on record its sincere appreciation for his valuableguidance and contribution during his tenure as a Board Member.
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee had appointed Mr. Milind Sarwate as an Additional Director of the Companyw.e.f. 29 October 2015.
In accordance with Section 161 of the Companies Act 2013 Mr. Milind Sarwate holdsoffice upto the date of the ensuing Annual General Meeting of the Company and beingeligible offers his candidature for appointment as Director. The Company has received anotice from a member proposing his appointment as a Director of the Company. Hisappointment will be in the category of Non-Executive Independent Director for a term offive years i.e. upto 28 October 2020 and not liable to retire by rotation. A resolutionseeking your approval for his appointment as Director in the category of Non-ExecutiveIndependent Director has been included at Item no. 7 in the Notice of the forthcomingAnnual General Meeting of the Company.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As per Section 129(3) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Consolidated Financial Statements of theCompany and all its subsidiaries for the year ended 31 March 2016 prepared in accordancewith International Financial Reporting Standards and Indian Generally Accepted AccountingPrinciples as permitted by SEBI forms a part of the Annual Report. Further in terms of thefirst proviso of Section 129(3) of the Act and Rules 5 and 8(1) of the Companies(Accounts) Rules 2014 a statement containing the salient features performance andfinancial position of the subsidiaries in the prescribed Form AOC-1 is appended herewithas Annexure I to the Report.
During the F.Y. 2015-16 Three new step-down subsidiaries were incorporated which are asunder: - Viso Farmaceutica S.L. Spain - Glenmark Specialty S.A.; Switzerland - GlenmarkPharmaceuticals Distribution S.R.O.; Czech Republic
Glenmark Generics Finance S.A. Switzerland got absorbed by way of a side step mergerwith Glenmark Holding S.A. Switzerland.
The policy for determining material subsidiaries may be accessed on the Companyswebsite at the link:http://www.glenmarkpharma.com/UITemplate/PDF/Policy_on_Material_Subsidiary.pdf
The Audited Accounts of the subsidiaries together with its Boards Report andAuditors Report are available for inspection of members on any working day at theCorporate Office of the Company between 11 a.m. to 1 p.m.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with the Stock Exchanges is provided in a separate section and forms a part of thisreport.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure IIto this report.
The Company avails professional advisory services from the following Companies/firms inwhich the Directors are interested:
- Trilegal a firm in which one of the Directors of the Company is a partner and theCompany has paid to them Rs 1.33 million for availing professional services;
The policy on materiality of related party transactions and dealing with related partytransactions may be accessed on the companys website at the link:http://www.glenmarkpharma.com/UITemplate/PDF/Policy_on_Related_Party_Transactions_and_its_Materiality_Glenmark.pdf
AUDITORS AND AUDITORS REPORT
The Auditors M/s. Walker Chandiok & Co LLP Chartered Accountants (FirmRegistration No. 001076N) were appointed as Auditors in the last (37th) Annual GeneralMeeting for a term of five years i.e. till the conclusion of the 42nd Annual GeneralMeeting of the Company which was subject to rati_cation at every Annual General Meetingtill the conclusion of 41st Annual General Meeting. A resolution seeking your rati_cationhas been included as Item No. 5 of the Notice convening the Annual General Meeting.
The Auditors Report does not contain any qualification reservation or adverse remarks.
Your Directors on the recommendation of the Audit Committee have re-appointedSevekari Khare & Associates (Registration No. 000084) as Cost Auditors to audit thecost records of the Company for the Financial Year 2016-2017 at a remuneration of Rs 1.27million.
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Rules 2014 as amended from time to time the cost audit recordsmaintained by the Company are required to be audited. In terms of the provisions of theCompanies Act 2013 the remuneration payable to them is required to be rati_ed by theShareholders at the ensuing Annual General Meeting and accordingly a resolution seekingyour rati_cation has been included as Item No. 6 of the Notice convening the AnnualGeneral Meeting. The Cost Audit Report for the Financial Year 2014-15 has been filed on 29September 2015.
The Board had appointed M/s. MARK & Associates Company Secretaries LLP to conductSecretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report for thefinancial year ended 31 March 2016 is appended herewith as Annexure III to this report.The Secretarial Audit Report does not contain any qualification reservation or adverseremarks.
CHANGES IN CAPITAL STRUCTURE
Issue of shares on exercise of Employees Stock Options:
During the year we allotted 45800 Equity Shares of Rs 1/- each (on pari-passu basis)on the exercise of stock options by the eligible employees of the Company and itssubsidiaries under the 2003 Employee Stock Option Scheme.
Issue of Shares Pursuant to Merger
17803 equity shares of the face value of Rs 1 each fully paid-up issued to the publicshareholders of Glenmark Generics Limited (GGL) pursuant to the Merger of GGL with theCompany.
Issue of Shares on Preferential Basis
The Company had issued 10800000 equity shares of the face value of Rs 1 each fullypaid-up to Aranda Investments (Mauritius) Pte Ltd. on a preferential basis pursuant to theprovisions of Section 62 of Companies Act 2013 and other applicable provisions if any.
As a result of the above the outstanding issued subscribed and paid-up equity sharesincreased from 271294553 to 282158156 shares as at 31 March 2016.
Employee Stock Option Scheme
The information in compliance with Regulation 14 of the Securities and Exchange Boardof India (Share Base Employee Benefits) Regulations 2014 as amended are appended herewithas Annexure IV to this Report.
No employee was issued Stock Options during the year. As on 31 March 2016 34500options were cancelled and 84500 options are outstanding.
On exercising the convertible options so granted the paid-up equity share capital ofthe Company will increase by a like number of shares.
Further the Board of Directors of the Company at its meeting held on 12 May 2016 hasapproved subject to the shareholders approval and other necessary approvals a newScheme Glenmark Pharmaceuticals Limited - Employee Stock Options Scheme 2016("ESOS 2016") under the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 and other applicable laws Regulations etc. for thepurposes of granting options to the permanent employees of the Company and itssubsidiaries as applicable. Approval of the shareholders in this regard is being soughtat the ensuing Annual General Meeting of the Company.
LISTING AT STOCK EXCHANGES
The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd.and The National Stock Exchange of India Ltd.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as Annexure V tothis Report.
PARTICULARS OF EMPLOYEES
Information as required under the provisions of Section 197(12) of the Companies Act2013 read together with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended herewith as Annexure VI to this report.
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company is appended herewith asAnnexure forming part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The report on the CSR activities undertaken by the Company in the format prescribed inthe Companies (Corporate Social Responsibility Policy) Rules 2014 including thecomposition of the CSR Committee is appended herewith as Annexure VII to this Report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT-9 is appended herewith as Annexure VIII to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sections 134(3) (c) and 134 (5) of the Companies Act2013 the directors confirm that
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
(ii) appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2016 and of the profit ofthe Company for the year ended 31 March 2016;
(iii) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) have laid down internal financial controls to be followed by the Company and suchinternal financial controls are adequate and were operating effectively;
(vi) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.
BOARD PERFORMANCE EVALUATION
The Company has devised a Performance Evaluation Framework and Policy which sets out amechanism for the evaluation of the Board and the Directors.
Performance evaluation of the Board and the Directors was carried out through anevaluation mechanism in terms of the aforesaid Performance Evaluation Framework andPolicy.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their roles rights andresponsibilities as Directors the working of the Company changes in the regulatoryenvironment etc.
The familiarization programme may be accessed on the Companys website at thelink: http://www.glenmarkpharma.com/UITemplate/PDF/Familiarisation_Programme_for_Independent_Directors.pdf
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178(4) of the Companies Act 2013 and Regulation19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ourpolicy on the appointment of Directors including Independent Directors
Key Managerial Personnel (KMP) and senior management and the policy on remuneration ofthe Directors KMP and other employees provides a referendum based on which the HumanResource Management Team plans and strategises their recruitment plans for the strategicgrowth of the Company.
The Nomination & Remuneration Policy may be accessed on the companys websiteat the link: http://www.glenmarkpharma.com/UITemplate/PDF/Nomination_and_Remuneration_Policy.pdf
The Ministry of Corporate Affairs had taken the Green Initiative in CorporateGovernance by allowing paperless compliances by Companies through electronic mode.
Your Company supports the Green Initiative and has accordingly decided to send allcommunications to its shareholders to their respective registered E-mail addresses.
Your Company appeals to you its shareholders who are yet to register your E-mailaddresses that they take necessary steps for registering same so that you can also becomea part of the initiative and contribute towards a Greener environment.
RISK MANAGEMENT POLICY
The Company has put in place an Enterprise Risk Management Policy. The Risk register isupdated at regular intervals. The details of risk management have been included in theManagement Discussion and Analysis Report which forms a part of this Report.
Companys industrial relations continued to be harmonious during the year underreview.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the standalone financial statements forminga part of this Annual Report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
During the year under review 4 complaints were received pursuant to the SexualHarassment of Women at Workplace (P revention Prohibition and Redressal) Act 2013 out ofwhich 3 complaints have been resolved and 1 is under investigation.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors express their gratitude to the Companys customers shareholdersbusiness partners viz. distributors and suppliers medical professionCompanys bankers financial institutions including investors for their valuablesustainable support and co-operation.
Your Directors commend the continuing commitment and dedication of employees at alllevels.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Glenn Saldanha |
|Date: 12 May 2016 ||Chairman & Managing Director |
FORM NO. AOC-1
Statement containing salient features of the financial statements of Subisdiaries/Associate Companies/ Joint Ventures
PART A Subsidiaries
|Sr. No. ||Name of the Company ||Glenmark Impex L.L.C ||Glenmark Farmaceutica ltda. ||Glenmark Philippines Inc. ||Glenmark Pharmaceuticals (Nigeria) Ltd. ||Glenmark Dominicana SRL ||Glenmark Pharmaceuticals (Malaysia) SDN. BHD ||Glenmark South Africa (Pty) Ltd. ||Glenmark Pharmaceuticals South Africa (Pty) Ltd. ||Glenmark Pharmaceuticals (Australia) Pty Ltd. ||Glenmark Pharmaceuticals S.A. Switzerland ||Glenmark Holding S.A. ||Glenmark Pharmaceuticals SK SRO ||Glenmark Pharmaceuticals SRO ||Glenmark Pharmaceuticals S.R.L. ||Glenmark Pharmaceuticals (Europe) R&D Ltd. ||Glenmark Pharmaceuticals Colombia SAS ||Glenmark Pharmaceuticals Peru S.A.C ||Glenmark Pharmaceuticals Distribution SRO ||Glenmark Specialty S.A. |
|1 ||Share Capital ||902.00 ||10416.19 ||116.70 ||208.97 ||0.19 ||97.72 ||0.77 ||0.00 ||70.44 ||3428.24 ||2599.55 ||0.43 ||143.00 ||339.09 ||88.09 ||45.25 ||449.54 ||27.55 ||1118.20 |
|2 ||Reserves ||728.47 ||(9288.80) ||48.72 ||(127.91) ||(0.26) ||13.50 ||673.94 ||(450.08) ||(70.51) ||(9804.85) ||8936.66 ||34.39 ||871.14 ||(74.73) ||129.67 ||(38.08) ||(248.07) ||0.20 ||(23.27) |
|3 ||Total Assets ||3337.44 ||1900.40 ||313.57 ||419.88 ||0.00 ||579.93 ||674.71 ||341.72 ||0.23 ||9706.67 ||57925.66 ||291.35 ||4157.49 ||807.13 ||262.52 ||27.91 ||303.36 ||1724.32 ||1107.16 |
|4 ||Total Liabilities ||1706.97 ||773.01 ||148.15 ||338.82 ||0.07 ||468.71 ||0.00 ||791.80 ||0.30 ||16083.28 ||46389.45 ||256.53 ||3143.35 ||542.77 ||44.76 ||20.74 ||101.89 ||1696.57 ||12.23 |
|5 ||Investment (except in ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 |
| || || || || || || || || || || || || || || || || || || || || |
| || || || || || || || || || || || || || || || || || || || || |
|6 ||Turnover ||2987.92 ||1947.20 ||436.37 ||183.14 ||0.00 ||598.54 ||0.01 ||534.73 ||0.00 ||176.29 ||608.51 ||518.80 ||3721.06 ||699.82 ||504.32 ||5.49 ||168.81 ||0.00 ||0.00 |
|7 ||Profit before Tax ||(744.88) ||(1250.73) ||16.35 ||(40.28) ||(0.04) ||13.92 ||(0.12) ||(62.18) ||(0.65) ||(3430.15) ||(1247.39) ||13.24 ||962.13 ||26.33 ||33.92 ||(10.79) ||(41.13) ||0.00 ||(34.52) |
|8 ||Provision for Tax ||(116.57) ||0.00 ||5.55 ||(2.14) ||0.00 ||4.11 ||0.00 ||(15.23) ||0.00 ||0.00 ||0.10 ||4.64 ||(508.73) ||28.35 ||(2.75) ||(3.01) ||(8.19) ||0.00 ||0.00 |
|9 ||Profit after Tax ||(628.31) ||(1250.73) ||10.80 ||(38.14) ||(0.04) ||9.81 ||(0.12) ||(46.95) ||(0.65) ||(3430.15) ||(1247.49) ||8.60 ||1470.86 ||(2.02) ||36.67 ||(7.78) ||(32.94) ||0.00 ||(34.52) |
|10 ||Proposed Dividend ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 |
|11 ||Currency ||RUB ||BRL ||PHP ||NGN ||DOP ||RM ||ZAR ||ZAR ||AU D ||USD ||USD ||EURO ||CZK ||RON ||GBP ||COP ||PEN ||CZK ||USD |
|12 ||Exchange R ate (Rs) || || || || || || || || || || || || || || || || || || || |
| ||Closing Rate ||0.980 ||18.380 ||1.435 ||0.329 ||1.431 ||16.883 ||4.453 ||4.453 ||50.685 ||66.099 ||66.099 ||75.057 ||2.773 ||16.769 ||94.969 ||0.022 ||19.668 ||2.773 ||66.099 |
| ||Average Rate ||1.030 ||18.335 ||1.411 ||0.326 ||1.444 ||16.171 ||4.778 ||4.778 ||48.052 ||65.323 ||65.323 ||72.127 ||2.656 ||16.174 ||98.441 ||0.021 ||19.323 ||2.656 ||65.323 |
| || || || || || || || || || || || || || || || || || || ||( Rs in Million) |
|Sr. No. ||Name of the Company || |
Glenmark Therapeutics Inc. USA
Glenmark Pharmaceuticals Egypt S.A.E.
Glenmark Pharmaceuticals SP Z.O.O.
Glenmark Distributors SP Z.O.O.
Glenmark Pharmaceuticals F.Z.E.
Glenmark Pharmaceuticals Mexico SA DE CV
Glenmark Pharmaceuticals Venezuela CA
Glenmark Uruguay SA
Glenmark Pharmaceuticals Europe Ltd.
Glenmark Pharmaceuticals Inc. USA (Formerly known as Glenmark Generics Inc. USA)
Glenmark Generics S.A. Argentina
Glenmark Pharmaceuticals B.V.
Glenmark Arzneimittel GmBH
Glenmark Generics Canada INC.
Glenmark Pharmaceuticals (Kenya) Limited
Glenmark Therapeutics AG
Viso Farmaceutica S.L.
Glenmark Pharmaceuticals (Thailand) Co. Ltd.
|1 ||Share Capital ||495.85 ||356.16 ||39.42 ||27.50 ||12.93 ||1353.38 ||627.12 ||517.30 ||518.09 ||2804.15 ||2970.91 ||1.15 ||3.19 ||46.19 ||97.18 ||5.73 ||0.21 ||7.99 |
|2 ||Reserves ||(409.16) ||(333.83) ||189.25 ||64.73 ||122.68 ||(1093.03) ||1302.77 ||146.31 ||(157.06) ||5422.72 ||(2181.70) ||2.92 ||50.89 ||(29.96) ||30.24 ||(5.79) ||(6.58) ||(13.88) |
|3 ||Total Assets ||134.61 ||101.61 ||298.76 ||573.63 ||156.22 ||557.35 ||3686.38 ||664.00 ||1498.79 ||23191.14 ||947.71 ||38.95 ||1783.22 ||35.22 ||607.42 ||3.05 ||33.79 ||10.70 |
|4 ||Total Liabilities ||47.92 ||79.28 ||70.09 ||481.40 ||20.61 ||297.00 ||1756.49 ||0.39 ||1137.76 ||14964.27 ||158.50 ||34.88 ||1729.14 ||18.99 ||480.00 ||3.11 ||40.16 ||16.59 |
|5 ||Investment (except in case of investment in subsidiaries) ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 |
|6 ||Turnover ||100.52 ||67.01 ||560.28 ||835.93 ||185.36 ||516.24 ||4628.48 ||0.00 ||3707.16 ||25244.16 ||716.22 ||27.61 ||1776.89 ||0.00 ||610.39 ||0.00 ||13.83 ||5.12 |
|7 ||Profit before Tax ||7.74 ||(52.95) ||32.53 ||36.62 ||37.49 ||(81.68) ||1269.63 ||(0.78) ||(53.74) ||1332.33 ||(269.38) ||0.06 ||25.47 ||(26.51) ||45.28 ||(3.54) ||(8.44) ||(4.15) |
|8 ||Provision for Tax ||3.45 ||0.00 ||6.15 ||7.58 ||0.00 ||26.69 ||514.43 ||0.05 ||(16.91) ||535.27 ||0.00 ||0.03 ||7.05 ||(10.64) ||14.37 ||0.06 ||(2.11) ||(0.38) |
|9 ||Profit after Tax ||4.29 ||(52.95) ||26.38 ||29.04 ||37.49 ||(108.37) ||755.20 ||(0.83) ||(36.83) ||797.06 ||(269.38) ||0.03 ||18.42 ||(15.86) ||30.91 ||(3.60) ||(6.33) ||(3.77) |
|10 ||Proposed Dividend ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 |
|11 ||Currency ||USD ||EGP ||PLN ||PLN ||AED ||MXN ||VEF ||USD ||GBP ||USD ||ARS ||EURO ||EURO ||CAD ||KSH ||USD ||EUR ||THB |
|12 ||Exchange Rate ( Rs) || || || || || || || || || || || || || || || || || || |
| ||Closing Rate ||66.099 ||7.426 ||17.600 ||17.600 ||18.040 ||3.935 ||0.265 ||66.099 ||94.969 ||66.099 ||4.521 ||75.057 ||75.057 ||50.967 ||0.641 ||66.099 ||75.057 ||1.876 |
| ||Average Rate ||65.323 ||8.302 ||17.056 ||17.056 ||17.840 ||3.831 ||6.532 ||65.323 ||98.441 ||65.323 ||6.335 ||72.127 ||72.127 ||49.852 ||0.640 ||65.323 ||72.127 ||1.864 |
Note: The reporting period for all the subsidiaries is 31 March 2016 and the extentof holding is 100% except Glenmark Pharmaceuticals (Thailand) Co. Ltd. where the holdingis 49%.
PART - B Associates and Joint Ventures Name of the Joint Venture
1) Latest Audited Balance Sheet date
2) Shares of the Joint Venture held by the Company on the year end: Number
Amount of Investment in the Joint Venture Extent of holding %
3) Description of how there is significant influence
4) Reason why the Joint Venture is not consolidated
5) Networth attributable to Shareholding as per latest Audited Balance Sheet
6) Profit / Loss for the year
(i) Considered in Consolidation (after inter Company adjustment) (ii) not considered inConsolidation
|For and on Behalf of the Board of Directors || || || |
|Glenn Saldanha ||Cherylann Pinto ||Rajesh Desai ||Sanjay Kumar Chowdhary |
|Chairman & Managing Director ||Executive Director ||Executive Director ||Company Secretary & Compliance Officer |
|Place: Mumbai || || || |
|Date: 12 May 2016 || || || |
Form No. AOC-2
(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section(1) of Section 188 of Companies Act 2013including certain arms length transactions under third proviso thereto.
1. No contracts or arrangements or transactions were entered into by the Company withrelated parties during the year ended 31 March 2016 which were not at arms lengthbasis.
2. Details of material contracts or arrangement or transactions at arms lengthbasis:
a) Name of the related party and nature of relationship: Glenmark Pharmaceuticals Inc.USA (Formerly Glenmark Generics Inc. USA); Subsidiary
b) Nature of contracts/ arrangements/ transactions: Sale-Materials & Services
c) Duration of the contracts/ arrangements/ transactions: Ongoing
d) Salient terms of the contracts or arrangements or transactions including thevalueif any: Based on Transfer Pricing Guidelines; Rs 22043.77 Million.
e) Date(s) of approval by the Audit Committee/ Board: Not applicable; Since thecontract was entered in the ordinary course of business and is on arms length basis.
f) Amount paid as advances: Nil
Transactions having value of more than10% of the Consolidated turn over have beenidentified as material.
|For and on behalf of the Board of Directors || || || |
|Glenn Saldanha ||Cherylann Pinto ||Rajesh Desai ||Sanjay Kumar Chowdhary |
|Chairman & Managing Director ||Executive Director ||Executive Director ||Company Secretary & Compliance Officer |
Secretarial Audit Report
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Glenmark Pharmaceuticals Limited
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate governance practiced by GlenmarkPharmaceuticals Limited (hereinafter called "the Company").Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Companys Books Papers Minute Books Forms andReturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended 31 March 2016 ("AuditPeriod") complied with the statutory provisions listed hereunder and also that theCompany has proper Board processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the audit period ended on 31 March 2016 according tothe provisions of:
I. The Companies Act 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade thereunder;
III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) to the extent applicable to theCompany:-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; b) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 1992. c) The Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations 2009.
d) The Securities and exchange Board of India (Employee Stock Option Scheme andEmployee stock purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (share based Employee Benefits) Regulations 2014 notified on 28 October 2014.
e) During the Audit Period the Company has not issued or allotted any debt securitieshence the provisions of the Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulations 2008 are not applicable;
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
ANNEXURES TO BOARDS REPORT
g. During the Audit Period the Company has not delisted any Securities henceprovisions of The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 are not applicable;
h. During the Audit Period the Company has not bought back any Securities henceprovisions of The Securities and Exchange Board of India (Buyback of Securities)Regulations 1998 are not applicable.
We have relied on the representation made by the Company and its Officers for systemsand mechanism formed by the Company for compliances under other applicable Acts Laws andRegulations to the Company.
We have also examined compliance with the applicable clauses of the following: i.Secretarial Standards issued by The Institute of Company Secretaries of India; ii.Securities and Exchange Board of India (Listing obligation and Disclosure Requirements)Regulations 2015; iii. The Listing Agreements entered into by the Company with the BombayStock Exchange (BSE) National Stock Exchange (NSE).
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc. mentioned above.
We further report that having regard to the compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the following laws applicable specificallyto the Company:
a) Drugs and Cosmetics Act 1940 b) Drugs and Magic remedies (ObjectionableAdvertisement) Act 1954 c) Narcotic Drugs and Psychotropic Substances Act1985 d)Conservation of Foreign Exchange and Prevention of Smuggling Activities Act 1974 e) TheMedicinal & Toilet Preparations (Excise Duties) Act1955 f) Poisons Act 1919 g)Petroleum Act 1934 h) Drugs (Control) Act 1950 i) Drugs (Price Control) Order 2013 j)Food Safety and Standards Act 2006
k) Labour laws and other incidental laws related to employees appointed by the Companyeither on its payroll or on contractual basis as related to wages gratuity providentfund ESIC compensation etc.
l) Acts prescribed under Environmental Protection m) Acts as prescribed under DirectTax and Indirect Tax n) Labour Welfare Act of respective States o) Laws prescribed underTrademarks Copyright and Patent Acts p) Local Laws as applicable to various offices andplants
We further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the Board of Directors or Committee of the Board as the casemay be.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the Audit Period the company has issued 10800000(one crore eight lakhs) fully paid-up equity shares of Re.1.00 (Rupee one only) each at aprice of Rs 875.00 (Rupees eight hundred and seventy five only) per equity share includingpremium of Rs 874.00 (Rupees eight hundred and seventy four only) per equity shareaggregating to Rs 9450000000 (R upees nine hundred and forty five crores only) on apreferential allotment basis and no other event/ action have taken place which is having amajor bearing on the Companys affairs in pursuance of the above referred lawsrules regulations guidelines standards etc.
For MARK & ASSOCIATES COMPANY SECRETARIES LLP
Surjan Singh Rauthan
FCS No. 4807
COP No. 3233
Date: 12 May 2016
ANNEXURES TO BOARDS REPORT
Disclosures Pursuant to Regulation 14 of SEBI (Share Based Employee Benefits)Regulations 2014
EMPLOYEE STOCK OPTION SCHEME
The Company had formulated an Employee Stock Option Scheme (ESOS/Scheme) in 2003 toenable the employees and whole-time Directors of Glenmark Pharmaceuticals Limited("the Company") and its subsidiaries to participate in the future growth andfinancial success of the Company. The ESOS aims at achieving the twin objectives of (i)aligning employee interest to that of the shareholders; and (ii) retention of talent. TheScheme was drawn-up in compliance with the SEBI (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines 1999 and continues to be in compliance with the extantregulations. There were no variations in the term of the options.
The Scheme was approved by the Members at their meeting held on September 26 2003wherein approval for issue of stock options upto 5% of the paid up share capital of theCompany as on March 31 2003 was granted. The number of stock options and the exerciseprice payable by the option grantees under the Scheme shall automatically stand augmentedor reduced in the same proportion as the present face value bears to the revised facevalue of the equity shares of the Company after any split/ consolidation/ bonus issuewithout affecting any other rights or obligations of the said grantees.
The ESOS are administered by the Nomination and Remuneration Committee of the Boardconstituted by the Company pursuant to the provisions of Section 178 of the Companies Act2013 (the Administrator). The Administrators decisions determinationsand interpretations will be final and binding on all eligible employees and participantsunder ESOS.
Exercise Price shall be the latest available closing market price of the equity sharesof the Company prior to the date of grant.
The Scheme contemplates fresh/new issue of shares by the Company.
The Company accounts for compensation expense under the Employee Stock Option Schemesusing the intrinsic value method as permitted by the Guidance Note on "Accounting forEmployee Share-based Payments" issued by the Institute of Chartered Accountants ofIndia. The difference between the market price and the exercise price as at the date ofthe grant is treated as compensation expense and charged over the vesting period.
Further details/ disclosures in respect of Employee Stock Options also form a part ofthe Notes to accounts of financial statements in this Annual Report and also available atcompanys website viz: www.glenmarkpharma.com
Information under section 134(3)(m) of the Companies Act 2013 read with The Companies(Accounts) Rules 2014 as amended from time to time and forming part of theDirectors Report.
(A) CONSERVATION OF ENERGY-
(i) The steps taken or impact on conservation of energy;
Following steps have been taken in the areas of lighting pumps & motors powerfactor automation refrigeration system and fuel.
Replaced high pressure mercury lamps (HPMV) / Sodium Vapor lamps with CFL and CFL /tubelights with LED at few sites.
Newly constructed buildings/project provided with LED lamps.
Installed motion sensors for lights in wash rooms change rooms and lobbies at fewlocations.
Pumps & Motors
Provided variable frequency drives (VFD) on motors to draw current based on loadvariation for air handling units (A HU) and chilled water pumps;
Energy efficient surface aerator installed at aeration tank of ef_uent treatment plant;
Reduced size of pumps installed at cooling towers to match cooling requirements;
Optimized air changes per hour as per standard requirements;
Optimized blower RPM to reduce power consumption by AHU;
Recovered hot air from dehumidiffer to reduce heating requirement.
Installed new electrical panel to improve Power Factor at a location and now PowerFactor is maintained >0.97 to 0.99 across all manufacturing R&D sites and HeadOffice.
Air compressor running at 8.6 Bar changed to 7.0 Bar as required pressure of air 5 Baronly;
Boiler feed makeup water automated and de-aerator installed;
Temperature controller installed to cut-off cooling tower fans;
Installation of cyclic timer on ACs auto on/off for air curtains;
Timers installed on pumps and exhaust fans to optimize their operating time.
Provided common header for two or more chillers to be able to service two or more areasoptimally;
Removed spilt AC units after extending ducting from already operating AHU
DX AC units installed as replacement to AHU and Chiller at two different locations;
Chiller replaced with cooling tower.
Steam condensate recovered and reused back to reduce fuel consumption for boileroperations.
AHU condensate recovered water used as makeup water for cooling water.
(ii) The steps taken by the company for utilizing alternate sources of energy;
Used biodiesel in place of high speed diesel for operating boiler to generate steam inorder to utilize non-conventional energy source and also reduce air emission at threelocations in 2015-16.
Company installed 100 kwh solar power plant at its Research & Development Centre atMahape Navi Mumbai in 2015-16. Generated and used 59476 units of green power from solarpanels.
Company has entered into an agreement to purchase electricity from hydro power plant inplace of coal based power plant in 2015-16 for its Research & Development Centre atMahape Navi Mumbai through an open access under power purchase agreement as per IndianElectricity Rules 2003. Substituted 3481212 units of coal based power with hydropower(green power).
Company evaluated geothermal cooling as alternate to cooling tower at two locations andthe project is under consideration.
(iii) The capital investment on energy conservation equipments:
Total capital invested in 2015-16 on energy conservation equipment is Rs 11.4 million.
B. TECHNOLOGY ABSORPTION
(i) Efforts made towards technology adoption:
Our efforts in the area of technology absorption adoption and innovation are based onour own efforts in R & D. They include improvement in yield and quality ef_cacyimprovement of processes and development of new processes with validation studies.
Specific areas in which R&D is carried out by the Company & its subsidiariesand benefits derived as a result of new platform technologies and products to createcompetitive advantage better safety ef_cacy and sustained performance during life cycleof products.
1. Pharmaceutical Development.
Design a quality product and its manufacturing process to consistently deliver theintended performance of the product. Control specifications and manufacturing process toachieve sustained performance and quality. Dosage form selection based on suitability andintended use. Determination of aspects of drug substances excipients container closuresystem and manufacturing process those are critical to product quality and evaluation ofdrug substance physicochemical and biological properties. Manufacturing processimprovements and product lifecycle management.
Development of immediate release delayed release sustained release metered doseinhalers dry powder inhalers nasal sprays topical liquid orals injectableformulations and various platform technologies. Formulation development includesliterature survey compatibility studies pre-formulation studies formulation developmentof dosage forms for selected drug molecules on laboratory scale. R&D has developed theformulations for new molecules existing molecules and fixed dose combinations whichinclude its standardization and technology transfer and execution at production siteevaluation of these batches against reference samples for safety ef_cacy and bio-
2. Products Have Been Developed During The Financial Year 2015-2016. 2.1 OncologyProjects
1) Busulfan injection.
2) Esomeprazole for injection.
3) Pantoprazole for injection.
2.2 General Category Projects
1) Apremilast Tablets 10 mg20 mg &30 mg
2) Fenticonazole Nitrate Vaginal capsules 600 mg
3) Fenspiride Hydrochloride tablets 80 mg
4) Colistimethate Injection USP 150 mg
5) Phenazone&Lidocaine Hydrochloride Ear Drops
2.3 Liquid Orals
1) Fenspiride Syrup
2) Ascoril D Junior (Dextromethorphan HBr + Phenylephrine HCl + ChlorpheniramineMaleate)
3) Ascoril LS Junior (Levosalbutamol + Ambroxol + Gaufensin)
4) Alex Kidzo / Ascoril Flu (Phenylephrine Hydrochloride+ Chlorpheniramine Maleate)
2.4 Derma Projects
1) Sertaconazole Nitrate & Mometasone Furoate Topical Solution
2) Candid Cool Dusting Powder 1% w/w
3) Fisioativ Advance Lotion
4) White Soft Paraf_n & Light Liquid Paraf_n Cream
5) Kidglo Baby Body Wash
6) Kidglo Baby Milk Bath
7) Kidglo Baby Shampoo
8) Kidglo Baby Massage Oil
9) Antiaging Cream
10) BB [Beauty Benefits] Cream
3. Analytical Method Development
Development of new analytical test procedures for various dosage forms to establish thequality and setting up specification for the release stability testing of dosage formsand Active Pharmaceutical Ingredient. These methods are validated as per InternationalRegulatory Standards.
The responsibilities of this department also include the evaluation of the stability ofthe products developed at R&D under various Climatic Conditions as per ICH Guidelinesof Stability. This data is used as a basis to predict the shelf life of the products andalso to prepare the stability study protocols for the commercial products manufactured asdrug products/drug substance.
3.1 New analytical test procedures were developed for various dosage forms to establishthe quality and setting up specification for the release stability testing of dosageforms and Active Pharmaceutical ingredient. These methods were validated as perInternational Regulatory Standards.
Evaluation of the stability under various Climatic Conditions for the indigenouslydeveloped drug product was also done as per ICH Guidelines. This data is used as a basisto predict the shelf life as well as to prepare the stability study protocols of theproducts for the commercial manufacturing.
3.2 Analytical Research Activities for NCE Research
3.2.1 New analytical test procedures are developed to establish the structure andevaluate the quality of NCE prior to initial biological screening. During pre-clinicalstudies we generated analytical data for establishing the quality and setting upspecification for the release testing of Drug substances. The methods used to release thedrug substances which are used in clinical trials are validated as per InternationalRegulatory Standards.
3.2.2 Physicochemical properties of new chemical entity; are established andcharacterization studies are conducted.
3.2.3 CMC related Dossiers study protocols and study reports were prepared to supportvarious pre-clinical studies and clinical trial applications with Regulatory Agencies.
3.2.4 We perform polymorphic evaluation and salt selection studies on various NCEs drugsubstance and drug products.
3.2.5 Reference standards of NCE were generated and supplied to CROs and manufacturingsites.
3.3 Process Development and Synthesis
Chemistry department supports the pre-clinical and early clinical development programsby providing expertise in the areas of Process Chemistry. With best-in-classinfrastructure we do synthesis from milligram to kilogram and multi-kilogram scale.Competence in process research enables development of economically efficient and scale-upfriendly processes that can lead to speedy development of drug candidates.
Key attributes of Process Chemistry are Process development Process optimization &validation Process improvement Scale-up Complete process package including impuritypro_ling & working standards; Technology development and transfer services along withthe process dossier; Supply of NCE for clinical studies from cGMP pilot plant; Synthesisof new salts & polymorphs; Synthesis of Metabolites Asymmetric synthesis chiralseparation carbohydrate chemistry
The key responsibility of department is development and optimization of syntheticroutes for New Chemical Entities (NCE) and to ensure consistent delivery of the intendedquantities of these NCEs required for different clinical studies.
1) R & D has developed new synthetic routes for novel molecules. The chronologicalpathway followed is process development validation technology transfer and manufactureof the NCE at GMP production sites. The targets explored in NCEs space during the yearwere TRPA1 mPGES-1 ROR Gamma NOX-4 GSNOR and IT K with molecules having diverse andcomplex chemistry.
2) Compounds worked upon were GRC 17536 Potassium and its different pro-drugs and GRC27864
3) Department has filed 4 provisional process patents (These are in following APIs : TeneligliptinHydrobromide Aripiprazole Apremilast Lumacaftor) for the innovations madeduring the year.
4. Benefits derived as a result of the R&D
Glenmark has always made continuous investment in R&D.
4.1 In India markets following Formulations were commercialized/ready forcommercialization.
1) Fluticasone furoate nasal spray
2) Fluticasone propionate and Azelastine nasal spray
3) Bendamustine for injection 100 mg/vial
4) Pemetrexed For Injection 100/500 mg
5) Gemcitabine For Injection 200mg
6) Pemetrexed For Injection 500mg
7) Epirubicin for injection
8) Fosaperipitant for injection
9) Teneligliptin20 mg + Metformin HCl ER 500 mg Tablets 10) Telmisartan 40mg +Chlorthalidone Tablets 11) Hair 4U F Topical Solution 12) Hair 4U CPX Serum 13) Hair 4UConditioner 14) Hair 4U Shampoo 15) Lashield IR Sunscreen Gel 16) Bontress HairConditioner 17) Bontress Hair Revitalizing Shampoo 18) Foliglo Hair Conditioner 19)Bontress Hair Serum 20) Foliglo Everyday Shampoo 21) Sensur Spray 22) Episoft OC CleansingGel 23) Fisioativ Cream
4.2 For Brazil /ROW markets following formulations were manufactured.
1) BeclomethasonepMDI (Formulation approved in Brazil)
2) Salmetereol and Fluticasone pMDI (Formulation approved)
3) Gemcitabine For Injection 200/1000mg
4) Oxaliplatin For Injection 50/100mg
5) Pemetrexed For Injection 500mg
4.3 EU market.
1) Etoricoxib Tablets (filed)
(ii) Future Plan of Action
Commercialisation of new products for which the products are under trials atdevelopment stage. R&D is working on various new molecules identified after a thoroughstudy of the market. These include Antifungals Antibacterials Antiasthmatic moleculesAntidiabetic products Antiaging Antiin_ammatory Antihyperlipidemic Antiosteoporosisand Antiemetic products Antihypertensive molecules Nutraceuticals Sunscreens ProductsSkin Care Products development of formulations for various markets specialized NDDSproducts and Technology such as micro spheres & aerosols foam Mousse.
R & D is working the following segments.
Skin Care Products
Development of the products for the treatment in respiratory segment.
Development of the products for the treatment of rheumatoid arthritis.
Technology such as micro spheres & aerosols foam Mousse.
Development of formulations for Semi regulatory market.
Development of formulations for Latin American market.
Development of formulations for US market.
Metered dose inhaler products
Development of specialized NDDS products for Indian/ SRM.
(iii) Information regarding technology imported during the last five years Nil.
(iv) Expenditure on R&D
|(Standalone) || ||(Rs in Million) |
|Particulars ||2015-16 ||2014-15 |
|1. Capital Expenditure ||205.16 ||136.09 |
|2. Revenue Expenditure ||4349.70 ||2773.14 |
|3. Total ||4554.86 ||2909.23 |
|4. R & D Expenditure as a percentage of total turnover ||7.3% ||5.6% |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned was Rs 36944.73 million and outflow was Rs 5539.38million.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Glenn Saldanha |
|Date: 12 May 2016 ||Chairman & Managing Director |
Disclosures required with respect to Section 197(12) of the Companies Act 2013
The ratio of the remuneration of each director to the median employeesremuneration (MRE) and such other details in terms of Section 197(12) read with Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Remuneration of Whole-time Directors
|Name ||Title ||% increase in the remuneration in the year ended 31 March 2016 ||Ratio to MRE of the employees |
|Mr. Glenn Saldanha ||Chairman & Managing Director ||30% ||323.69 |
|Mrs. Cherylann Pinto ||Executive Director ||30% ||99.58 |
|Mr. Rajesh Desai ||Executive Director ||19% ||77.32 |
Remuneration to Non-Executive Directors
|Name ||Title ||Ratio to MRE of the employees |
|Mrs. B. E. Saldanha ||Non-Executive Director ||1.19 |
|Mr. J. F. Ribeiro ||Non-Executive Independent Director ||5.13 |
|Mr. D. R. Mehta ||Non-Executive Independent Director ||4.54 |
|Mr. N. B. Desai* ||Non-Executive Independent Director ||0.90 |
|Mr. Sridhar Gorthi ||Non-Executive Independent Director ||3.34 |
|Mr. Bernard Munos ||Non-Executive Independent Director ||1.19 |
|Dr. Brian W. Tempest ||Non-Executive Independent Director ||1.19 |
|Mr. Milind Sarwate** ||Non-Executive Independent Director ||1.49 |
*Ceased to be a Director w.e.f. 1 June 2015 ** Appointed on 29 October 2015
Remuneration to other Key Managerial Personnel (KMP)
|Name ||Title ||% increase in the remuneration in the year ended 31 March 2016 |
|Mr. Sanjay Kumar Chowdhary ||Company Secretary & Compliance Officer ||18% |
(i) The ratio of remuneration of each director to the median remuneration (MRE) of theemployees of the Company for the financial year.
The MRE of the employees of the Company during the year ended 31 March 2016 was 0.34million. The details are laid out in the tables above.
The remuneration of the Non-Executive Directors comprises of only sitting fees paid tothem for attending the meetings of the Board and other committee meetings. Hence thepercentage increase of their remuneration has not been considered for the above purpose.
(ii) The percentage increase in remuneration of each director and KMP in the financialyear
The percentage increase is mentioned in the tables above.
(iii) The percentage increase in median remuneration of the employees in the financialyear
The percentage increase in the median remuneration of the employees was 14.76%.
(iv) Number of Permanent employees on the rolls of the Company
As on 31 March 2016 the Company had 10025 permanent employees on the rolls of theCompany.
(v) Relationship between average increase in Remuneration and Company Performance
The compensation philosophy at Glenmark is to provide remuneration that is marketcompetitive and linked to performance of both the Company and the Individual.
The Consolidated revenue of the Company registered a growth of 15.38% and the operatingprofit (excluding exceptional items) increased by 40.04% The average increase inremuneration of the employees is 9%.
(vi) Comparison of the remuneration of the KMP against the performance of the Company
The compensation of the KMP is as per the compensation philosophy of the Company. Theremuneration is benchmarked against market and also based on the performance of theCompany and the individual. Given the Company performance and performance ratings of theKMP appropriate reward by way of merit increase and variable pay has been awarded to theKMP for the year.
(vii) Variations in the market capitalisation of the Company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase or decrease in the market quotations of the shares of the Company tothe rate at which the Company came out with the last public offer
|Sr. No. ||Particulars ||As at 31 March 2016 ||As at 31 March 2015 |
|1 ||Market Capitalisation ||At BSE - Rs. 224118.22 million ||At BSE - Rs 213237.52 million |
| || ||At NSE - Rs 224329.84 million ||At NSE - Rs 213278.21 million |
|2 ||Price Earnings Ratio ||15.18 ||21.16 |
The Company made an Initial Public Offer in January 2000 at a price of Rs 200 perequity share of Rs 10/- each. The closing price as on 31 March 2016 of the Companysequity shares of Rs 1 each was Rs 794.30 on BSE Limited and Rs 795.05 on The NationalStock Exchange of India Limited.
(viii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
Average percentile increase in the remuneration for all employees other than managerialpersonnel was 14.76% while the average increase in the managerial remuneration was 26%.This increase reflects the strong company performance and the direct contribution of thesenior managerial personnel in driving this performance.
(ix) Comparison of the remuneration of each KMP against the performance of the Company
The information forms a part of the table and as mentioned in (v) above.
(x) The key parameters for any variable component of remuneration availed by thedirectors
Performance assessment is based on the Company performance business performance andindividual performance. Based on the performance assessment the variable remuneration isapproved by the Nomination & Remuneration Committee and recommended to the Board fortheir approval within the overall limits as approved by the members.
(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year
(xii) Affirmation that the remuneration is as per the remuneration policy of theCompany
We affirm that the remuneration paid is as per the remuneration policy of the Company
ANNUAL REPORT ON THE CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. A brief outline of the companys CSR policy including overview ofprojects or programs proposed to be undertaken and a reference to the web-link to the CSRpolicy and projects or programs.
Glenmarks underlying belief is to make a positive contribution to the society andensuring environment sustainability. We strive to create a healthier world and enrichlives of all our stakeholders and community at large through our CSR initiatives.
Glenmark Foundation is the CSR arm of Glenmark Pharmaceuticals Ltd. The foundationfocuses on two core areas which are child health and sustainable livelihoods. TheFoundation currently implements its projects through various non-governmentalorganisations (NGO) partners government bodies and other social institutions.
Our Vision is "enriching lives to create a healthier and happier world" andwe have identified the following focus areas for our interventions: Child Health: Ourcommitment towards Child Heath is to reduce infant mortality and child mortality inchildren between 0 to 5 years by focusing on:
Implementing immunization sanitation and hygiene programs
Promoting preventive health care for mothers and care givers
Sustainable Livelihood: Our commitment is in the area of skill development throughvocational training for the youth and helping the physically disabled regain mobility andleading a productive life by providing artificial limbs.
Access to Health Care: We are committed to donating medicines to the less privilegedpeople who are suffering from life threating and other diseases.
Employee Volunteering: Our CSR initiatives are further supplemented through ouremployee volunteering programs where employees are encouraged to contribute financially ornon-financially for a social cause.
Promotion of Sports: Our endeavour to see India on the global map in the field of sportis through our effort in the Glenmark Aquatic Foundation.
The Board had approved the CSR policy of the Company. It can be viewed athttp://www.glenmarkpharma.com/UITemplate/ HtmlContainer.aspx?res=P_GLN_ABT_GCRC1
2. The Composition of the CSR Committee.
|Sr. No. ||Name ||Designation/ Category |
|1 ||Ms. Cherylann Pinto ||Chairperson - Executive Director |
|2 ||Mr. Sridhar Gorthi ||Member - Independent Director |
|3 ||Mr. Rajesh Desai ||Member - Executive Director |
3. Average net profit of the Company for last three financial years.
Rs 7053.57 million
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above)
Rs 141.07 million
5. Details of CSR spent during the financial year.
(a) Total amount to be spent for the financial year; Rs 141.07 million (b) Amountunspent if any; Rs 21.84 million
(c) Manner in which the amount spent during the financial year is detailed below:
The foundation partners with NGOs and government bodies for implementing the projectsin our focus areas:
|Sr. No. ||CSR project or activity identified ||Sector ||Location of the Project/ Program ||Amount outlay Rs ( in million) (budget) project or programs wise ||Amount spent on the projects or programs (Rs in million) ||Amount spent Direct or through implementing agency |
|i ||Expenditure on projects and programs || || || || || |
|1 ||AmeriCares ||Providing with hospital and dispensary facilities ||Thirvallur Tamil Nadu ||1.06 ||1.06 ||Through Glenmark Foundation |
|2 ||Anubhuti Vision ||Promoting education ||Indore Madhya Pradesh ||0.04 ||0.04 ||Through Glenmark Foundation |
|3 ||Armman (Advancing Reduction in Mortality and Morbidity of Mothers Children And Neonates) ||Reducing child mortality and improving maternal health ||Mumbai Maharashtra ||2.01 ||2.01 ||Through Glenmark Foundation |
|4 ||Gram Vikas Trust ||Promoting education ||Bharuch Gujarat ||0.11 ||0.11 ||Through Glenmark Foundation |
|5 ||Health Care ||Reducing child mortality and improving maternal health ||India ||6.65 ||6.65 ||Through Glenmark Foundation |
|6 ||Health Care ||Reducing child mortality and improving maternal health ||Bharuch Gujarat ||0.79 ||0.79 ||Through Glenmark Foundation |
|7 ||Health Care ||Reducing child mortality and improving maternal health ||East Sikkim Sikkim ||0.40 ||0.40 ||Through Glenmark Foundation |
|8 ||Health Care ||Reducing child mortality and improving maternal health ||Aurangabad Maharashtra ||0.37 ||0.37 ||Through Glenmark Foundation |
|9 ||Education Program ||Promoting education ||Mumbai Maharashtra ||0.80 ||0.80 ||Through Glenmark Foundation |
|10 ||Inclusive india foundation ||Making available safe drinking water ||Sikkim ||0.43 ||0.43 ||Through Glenmark Foundation |
|11 ||Institute for Global Development ||Reducing child mortality and improving maternal health ||Baddi & Nalagarh Himachal Pradesh ||3.36 ||3.36 ||Through Glenmark Foundation |
|12 ||Jaymataji Ashramshala Siludi ||Eradicating hunger and poverty ||Bharuch Gujarat ||0.23 ||0.23 ||Through Glenmark Foundation |
|13 ||Jivan Sarita Adivasi ||Eradicating hunger and poverty ||Gujarat ||0.05 ||0.05 ||Through Glenmark Foundation |
|14 ||Kherwadi Social Welfare Association (KSWA) ||Vocational skill livelihood enhancement projects ||Nashik Maharashtra ||0.49 ||0.49 ||Through Glenmark Foundation |
|15 ||Niramaya Health Foundation ||Reducing child mortality and improving maternal health ||Mumbai Maharashtra ||2.36 ||2.36 ||Through Glenmark Foundation |
|16 ||Om sai welfare association for ||Enhancing vocation skills ||Sinnar Maharashtra ||0.22 ||0.22 ||Through Glenmark |
| ||the blinds ||especially among the differently || || || ||Foundation |
| || ||unable || || || || |
|17 ||Pakhar Sankul ||Enhancing vocation skills especially among the differently abled ||Mohol Maharashtra ||0.05 ||0.05 ||Through Glenmark Foundation |
|18 ||Providing aids and appliances to the differently-able persons ||Promoting health care including preventive health care ||Jaipur Rajasthan ||7.50 ||7.50 ||Bhagwan Mahaveer Viklang Sahayata Samiti(Jaipur Foot) |
|19 ||Rural Education program ||Promoting education ||Shirpur Maharashtra ||10.00 ||10.00 ||Vardhaman Education & Welfare Society |
|20 ||Rural Education program ||Promoting education ||Dhule Maharashtra ||36.00 ||36.00 ||The Shirpur Education Society |
|21 ||Rural Education program ||Promoting education ||Maharashtra ||19.00 ||19.00 ||Jayantilal Chand Charitable Trust |
|22 ||Sanitation and making available safe drinking water ||Making available safe drinking water ||Kurkumbh Maharashtra ||0.05 ||0.05 ||Through Glenmark Foundation |
|23 ||Savitribai Phule Mahila Ekatma Samaj Mandal ||Promoting education ||Aurangabad Maharashtra ||0.05 ||0.05 ||Through Glenmark Foundation |
|24 ||Shriram Development & Rehabilitation Centre for Mental Retardation ||Promoting education ||Kurkumbh Maharashtra ||0.07 ||0.07 ||Through Glenmark Foundation |
|25 ||Society for Integrated Development Action Research and Training (SIDART) ||Reducing child mortality and improving maternal health ||Jaipur Rajasthan ||1.10 ||1.10 ||Through Glenmark Foundation |
|26 ||Spandan Samaj Sewa Samiti ||Reducing child mortality and improving maternal health ||Khandwa Madhya Pradesh ||2.54 ||2.54 ||Through Glenmark Foundation |
|27 ||Tarcon Lee Shelter Home ||Promoting education ||Sikkim ||0.05 ||0.05 ||Through Glenmark Foundation |
|28 ||The Mango Tree Trust ||Promoting education ||Bardez Goa ||0.10 ||0.10 ||Through Glenmark Foundation |
|29 ||Touching lives welfare trust ||Promoting education ||Mumbai Maharashtra ||0.08 ||0.08 ||Through Glenmark Foundation |
|30 ||Transform the ecosystem of swimming in India ||Training to promote Olympic sports ||Mumbai Maharashtra ||22.38 ||22.38 ||Glenmark Aquatic Foundation |
|31 ||Vanvasi Kalyan Ashram ||Promoting health care including preventive health care office ||Nashik Maharashtra Mumbai ||0.12 ||0.12 ||Through Glenmark Foundation |
|ii ||Overheads administrative expenses || || ||0.78 ||0.78 || |
| ||Total || || ||119.23 ||119.23 || |
6. In case the Company has failed to spend the two percent of the average netprofit of the last three financial years or any part thereof the Company shall providethe reasons for not spending the amount in its Board Report.
The Company has been voluntarily carrying out CSR from Financial Year 2011 onwards. Theactual spend of the Company on the CSR for this Financial Year was less than 2% of theaverage net profit for the last three years. The Company endeavors to increase theexpenses in the coming years as more of its CSR projects are implemented.
7. The implementation and monitoring of CSR Policy is in compliance with CSRobjectives and Policy of the Company.
|Glenn Saldanha ||Cherylann Pinto |
|Chairman & Managing Director ||Chairperson CSR Committee |