Your Directors have pleasure in presenting their 39th Annual Report and AuditedFinancial Statements of the Company for the Financial Year (F.Y.) ended 31 March 2017.
| ||Rs in Million |
| ||2016 2017 ||2015 2016 ||2016 2017 ||2015 2016 |
|Particulars ||Consolidated ||Stand alone |
| ||Ind AS ||Ind AS ||Ind AS ||Ind AS |
|Profit before Finance Costs Depreciation & Taxes ||20740.65 ||14571.52 ||30468.81 ||18825.62 |
|Less: Finance Costs ||2373.18 ||1788.85 ||1526.02 ||362.24 |
|Less: Depreciation and amortization ||2643.68 ||2342.84 ||1049.32 ||998.10 |
|Less: Exceptional item ||809.49 ||- ||2364.51 ||- |
|Less: Total tax ||3826.77 ||3009.38 ||4122.88 ||2622.61 |
|Profit after Tax ||11087.53 ||7430.45 ||21406.08 ||14842.67 |
The Company has not transferred any amount out of the profit of the year to the GeneralReserves.
The Board of the Company had approved the Dividend Distribution Policy on 27 October2016 in line with Regulation 43A of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The policy is uploaded on the Company's website at thelink:
In line with the said Policy your Directors have recommended a Dividend of 200% ( Rs 2per equity share of Rs 1 each) to be appropriated from the profits of the year 2016-17subject to the approval of the Shareholders at the ensuing Annual General Meeting. Thedividend will be paid in compliance with applicable regulations. The dividend ifapproved will result in an outflow of Rs 679.22 million (including dividend tax).
RESULTS OF OPERATIONS
Indian Accounting Standards (Ind AS)
Financial statements have been prepared in accordance with the Indian AccountingStandards (hereinafter referred to as the Ind AS') as notified by the Ministry ofCorporate Affairs pursuant to Section 133 of the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015 as amended and other relevantprovisions of the Act. These financial statements for the year ended 31 March 2017 are thefirst financials with comparatives prepared under Ind AS. For all previous periodsincluding the year ended 31 March 2016 the Company had prepared its financial statementsin accordance with the accounting standards notified under Companies (Accounting Standard)Rule 2006 (as amended) and other relevant provisions of the Act (hereinafter referred toas Previous GAAP') used for its statutory reporting requirement in India.
The Company has also voluntarily presented the consolidated results in accordance withthe recognition and measurement principles as per International Financial ReportingStandards (IFRS).
On Standalone basis the Company achieved gross revenue of Rs 82437.39 million and theStandalone operating profit before finance costs depreciation & tax was Rs 30468.81million as compared to Rs 18825.62 million in the previous year.
On Consolidated basis the Company achieved a gross revenue of Rs 92230.46 million andthe Consolidated operating profit before finance costs depreciation & tax was Rs20740.65 million as compared to Rs 14571.52 million in the previous year.
Your Company believes Corporate Governance is at the core of stakeholder satisfaction.As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance with the aforesaid Regulations forms an integral part of thisReport.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Glenn Saldanha (DIN 00050607) Chairman and Managing Director retires by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board has recommended his re-appointment for consideration of theShareholders.
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.
Change in designation of Director:
Mr. Rajesh Desai (DIN 00050838) ceased to be an Executive Director with effect fromclose of working hours on 31 March 2017 due to his superannuation. Mr. Desai has been withthe Company for over thirty-four years and contributed significantly in shaping the growthand sustained success of the Company. Mr. Desai is continuing to be on the Board as aNon-Executive Director of the Company.
Re-Appointment of Mr. Glenn Saldanha as Chairman & Managing Director andRe-Appointment of Mrs. Cherylann Pinto as Director - Corporate Affairs:
Mr. Glenn Saldanha (DIN 00050607) Chairman & Managing Director holds office asChairman & Managing Director upto 15 May 2017. On the recommendation of Nomination andRemuneration Committee the Board at its meeting held on 11 May 2017 has re-appointed Mr.Glenn Saldanha as the Chairman & Managing Director for a term of five years witheffect from 16 May 2017 subject to the approval of the Shareholders at the ensuing AnnualGeneral Meeting of the Company. The service contract can be terminated with a notice ofsix months.
Mrs. Cherylann Pinto (DIN 00111844) Director Corporate Affairs holds office asan Executive Director upto 15 May 2017. On the recommendation of Nomination andRemuneration Committee the Board at its meeting held on 11 May 2017 has re-appointedMrs. Cherylann Pinto as an Executive Director designated as Director Corporate Affairs' for a term of five years with effect from 16 May 2017 subject to theapproval of the Shareholders at the ensuing Annual General Meeting of the Company. Theservice contract can be terminated with a notice of six months.
Appointment of Mr. Murali Neelakantan:
On the recommendation of Nomination and Remuneration Committee Mr. Murali Neelakantan(DIN 02453014) was appointed as an Additional Director of the Company at Board meetingheld on 11 May 2017. The Board at the same meeting also appointed Mr. Murali Neelakantanas a Whole-time Director designated as Executive Director - Global General Counsel'liable to retire by rotation for a period of 5 (Five) years with effect from 11 May 2017subject to the approval of the Shareholders of the Company at the ensuing Annual GeneralMeeting. Your Company has received a notice under Section 160 of the Companies Act 2013from a Shareholder of your Company signifying his intention to propose the name of Mr.Murali Neelakantan for appointment as a Director of your Company. Brief profile of Mr.Murali Neelakantan is given in the Notice convening the 39th Annual General Meeting forthe reference of the Shareholders.
Key Managerial Personnel:
In terms of Section 203 of the Act the following are the Key
Managerial Personnel (KMP) of the Company:
Mr. Glenn Saldanha- Chairman & Managing Director
Mrs. Cherylann Pinto -Director Corporate Affairs
Mr. Rajesh Desai- Executive Director (upto close of working hours on 31 March 2017)
Mr. P Ganesh President & Global Chief Financial Officer (with effect from 12 May2016)
Mr. Harish Kuber Company Secretary & Compliance Officer (with effect from 2February 2017)
Mr. Sanjay Kumar Chowdhary Company Secretary & Compliance Officer (Upto 31 October2016)
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 2017 prepared in accordancewith Indian Accounting Standards (Ind As) and International Financial Reporting Standards(IFRS) forms part of the Annual Report. Further in terms of the first proviso of Section129(3) of the Act and Rules 5 and 8(1) of the Companies (Accounts) Rules 2014 a statementcontaining the salient features performance and financial position of the subsidiaries inthe prescribed Form AOC-1 is appended herewith as Annexure I to the Report.
During the F.Y. 2016-17
Glenmark-Pharmaceuticals Ecuador S.A. Ecuador was formed as Wholly Ownedsubsidiary of the Company.
Two new step down subsidiaries were incorporated which are as under:
Glenmark Pharmaceuticals Nordic AB Spain Glenmark Ukraine LLC Ukraine
Glenmark Pharmaceuticals SP Z.O.O. was merged with Glenmark Distributors SPZ.O.O. and the name of Glenmark Distributors SP Z.O.O. was changed to GlenmarkPharmaceuticals SP Z.O.O.
The policy for determining material subsidiaries may be accessed on the Company'swebsite at the link:
The Audited Accounts of the subsidiaries together with its Board's Report and Auditors'Report are available for inspection of members on any working day at the Corporate Officeof the Company between 11:00 a.m. to 1:00 p.m. Your Company will also make available thesedocuments upon request by any member of the Company interested in obtaining the same.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company asrequired under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in a separate section and forms an integral part of thisreport.
RELATED PARTY TRANSACTIONS
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 andthe Company has paid to them Rs 6.29 Million for availing professional services (includingsitting fees);
The policy on materiality of related party transactions and dealing with related partytransactions may be accessed on the company's website at the link:
AUDITORS AND AUDITORS' REPORT
The Auditors M/s. Walker Chandiok & Co LLP Chartered Accountants (ICAI FirmRegistration No. 001076N) were appointed as Auditors at the 37th Annual General Meetingheld on 22 September 2015 for a term of five years i.e. till the conclusion of the 42ndAnnual General Meeting of the Company which was subject to ratification at every AnnualGeneral Meeting till the conclusion of 41st Annual General Meeting. As per the provisionsof Section 139 of the Companies Act 2013 a resolution seeking ratification of theAuditors has been included as Item No. 5 of the Notice convening the Annual GeneralMeeting.
The Auditors Report does not contain any qualification reservation or adverse remark.
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 F.Y. 2017-18 at a remuneration of Rs 1.40 million.
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 ratified by theShareholders at the ensuing Annual General Meeting and accordingly a resolution seekingratification has been included as Item No. 10 of the Notice convening the Annual GeneralMeeting. The Cost Audit Report for the F.Y. 2015-16 has been filed with the Ministry ofCorporate Affairs on 9 September 2016.
In terms of Section 204 of the Companies Act 2013 the Board of the Company at it'smeeting held on 11 May 2017 has appointed M/s. MARK & Associates Company SecretariesLLP to conduct an audit of the secretarial records for the F.Y. 2017-18.
The Company has received consent from M/s. MARK & Associates Company SecretariesLLP to act as the auditor for conducting audit of the Secretarial records for the F.Y.ending 31 March 2018.
The Secretarial Audit Report for the F.Y. ended 31 March 2017 is appended herewith asAnnexure III to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remarks.
The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).
GOODS AND SERVICE TAX
Goods and Service Tax (GST) is a landmark reform which will have a lasting impact onthe economy and on businesses. Implementation of a well-designed GST model that applies tothe widest possible base at a low rate can provide significant growth stimulus to thebusiness and contribute to the Prime Minister's mission of Make in India'. YourCompany has been preparing for migrating to GST for the past year; changes across ITsystems Supply Chain and operations have been made keeping in mind the sweeping changesthat GST would bring in. The Government has announced it's intention to go live on GST on1 July 2017 and your Company is getting ready for this transformative reform.
CHANGES IN CAPITAL STRUCTURE
Issue of shares on exercise of Employees' Stock Options:
During the year the Company allotted 10000 Equity Shares of Rs 1/- each (onpari-passu basis) on the exercise of stock options by the eligible employees of theCompany and its subsidiaries under the Employee Stock Option Scheme 2003. Due to this thepaid-up share capital of the Company has increased from Rs 282158156 to Rs 282168156.
Employee Stock Options Schemes: Employee Stock Options Scheme 2003
No employee was issued Stock Options during the year. As on 31 March 2017; 10000options were exercised 27500 options were cancelled and 47000 options were outstanding.
On exercising the convertible options so granted the paid-up equity share capital ofthe Company will increase by a like number of shares.
The information in compliance with Regulation 14 of the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 as amended are appendedherewith as Annexure IV-A to this Report.
Employee Stock Options Scheme 2016
The Shareholders' of the Company at the previous Annual General Meeting of the Companyheld on 12 August 2016 had approved a new Scheme Glenmark Pharmaceuticals Limited -Employee Stock Options Scheme 2016' ("ESOS 2016") under the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 and otherapplicable laws Regulations etc. for the purpose of granting options to the permanentemployees of the Company and its subsidiaries as applicable.
640695 options were issued under ESOS 2016; 20938 options were cancelled and nooptions were exercised. As of 31 March 2017 619757 options were outstanding.
On exercising the convertible options so granted the paid-up equity share capital ofthe Company will increase by a like number of shares.
The information is in compliance with Regulation 14 of the Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014 as amended are appendedherewith as Annexure IV-B to this Report.
During the year the Company issued U.S. $ 200000000 2.00% Resettable OnwardStarting Equity-linked Securities (Bonds) and U.S.$ 200000000 4.5% Senior Notes(Notes) the brief description of the same is provided herein below:
U.S. $ 200000000 2.00% Resettable Onward Starting Equity-linked Securities (Bonds):
The Company issued Bonds on 28 June 2016. The Bonds will be convertible at the optionof the holders' of the Bonds (the "Bondholders") at any time on or after 1December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bondwill be convertible at the option of the holder thereof into fully paid equity shares atan initial conversion price to be determined on 30 November 2017.
Unless previously converted redeemed or purchased and cancelled the Bonds will beredeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount togetherwith accrued interest (if any) calculated upto but excluding the Maturity Date. TheCompany may at its own discretion redeem the Bonds in whole but not in part subject tosatisfaction of certain conditions.
Each Bondholder has the right to require the Company to redeem in whole or in partsuch Bondholder's Bonds on 28 July 2021 at a price equal to 121.78% of its outstandingprincipal amount of Bonds together with interest (if any) accrued but unpaid on 28 July2021.
The Bonds are listed on the Singapore Stock Exchange.
U.S. $ 200000000 4.5% Senior Notes (Notes) :
The Company issued Notes on 1 August 2016. The Notes will mature on 2 August 2021.
The interest on Notes will be payable semi-annually in arrears on 1 February and 1August each year. The final interest payment and the payment of principal will occur on 2August 2021.
The Notes are Redeemable at any time on or after 2 August 2019 all or part of theNotes by paying the redemption price subject to fulfilment of certain conditions. TheCompany at its discretion may redeem all or a portion of the Notes at a redemption priceequal to 100% of the principal amount plus the applicable redemption premium and accruedand unpaid interest and additional amounts if any.
The Notes are listed on the Singapore Stock Exchange.
LISTING AT STOCK EXCHANGES
The Equity shares of your Company continue to be listed on BSE Limited and the NationalStock Exchange of India Limited.
Bonds and Notes are listed on Singapore Exchange Limited.
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 asforming 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 2017 and of the profit ofthe Company for the year ended 31 March 2017;
(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 Company's website at the link:
BOARD AND COMMITTEE MEETINGS
A calendar of Board and Committee Meetings to be held during the year was circulated inadvance to the Directors. Four Board Meetings were convened and held during the year.
The Board has constituted an Audit Committee with Mr. Julio F. Ribeiro as Chairman andMr. Sridhar Gorthi and Mr. Milind Sarwate as Members. There have been no instances duringthe year when recommendations of the Audit Committee were not accepted by the Board.
Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
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 ManagerialPersonnel (KMP) and Senior Management and the policy on remuneration of the Directors KMPand other employees provides a referendum based on which the Human Resource ManagementTeam plans and strategises their recruitment plans for the strategic growth of theCompany. The Nomination & Remuneration Policy may be accessed on the company's websiteat the link:
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 sendnecessary communications to its Shareholders to their respective registered E-mailaddresses.
Your Company appeals to you its Shareholders who are yet to register the E-mailaddresses that they take necessary steps for registering the same so that you can alsobecome a part of the initiative and contribute towards a Greener environment.
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
The Company has put in place an Enterprise Risk
Management Policy. The Risk register is updated at regular intervals. The details ofrisk management have been included in the Management Discussion and Analysis Report whichforms a part of this Annual Report.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors and cover all offices factories and key businessareas. Significant audit observations and follow up actions thereon are reported to theAudit Committee. The Audit Committee reviews adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of the Company's risk management policies andsystems.
Company's industrial relations continued to be harmonious during the year under review.
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.
Business Responsibility Report (BRR)
In accordance with Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the inclusion of BRR as a part of the Annual Report ismandated for top 500 listed entities based on the market capitalisation. BRR for the year2016-17 has been prepared in accordance with the format prescribed by SEBI. The summary ofthe BRR is appended herewith as Annexure IX to this Report. The full Report on BRR will beavailable on Company's website www.glenmarkpharma.com. Any Shareholder interested inobtaining a physical copy of the same may write to the Company Secretary & ComplianceOfficer at the Corporate Office of the Company.
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 Company's operations in future.
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ("Prevention of Sexual Harassment of Women atWorkplace Act") and Rules framed thereunder and an Internal Complaints Committee hasalso been set up to redress complaints received regarding sexual harassment.
The Company has ensured wide dissemination of the Policy and the provisions ofPrevention of Sexual Harassment of Women at Workplace Act by conducting sessionsthroughout the Company.
4 complaints were received and addressed during the F.Y. 2016-17 pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company is committed to providing safe and conducive work environment to all of itsemployees and associates.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors express their gratitude to the Company's customers Shareholdersbusiness partners' viz. distributors and suppliers medical profession Company's bankersfinancial institutions including investors for their valuable sustainable support andco-operation.
Your Directors commend the continuing commitment and dedication of employees at alllevels.
| ||For and on behalf of the Board of Directors |
| ||Glenn Saldanha |
|Place: Mumbai ||Chairman & Managing Director |
|Date: 11 May 2017 ||(DIN 00050607) |