Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarter Ended June 30, 2010
Commission File Number 1-15182
DR. REDDYS LABORATORIES LIMITED
(Translation of registrants name into English)
7-1-27, Ameerpet
Hyderabad, Andhra Pradesh 500 016, India
+91-40-23731946
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if
submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if
submitted to furnish a report or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which the registrant is
incorporated, domiciled or legally organized (the registrants home country), or under the rules
of the home country exchange on which the registrants securities are traded, as long as the
report or other document is not a press release, is not required to be and has not been
distributed to the registrants security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to registrant in connection with Rule
12g3-2(b): 82-_____.
QUARTERLY REPORT
Quarter Ended June 30, 2010
Currency of Presentation and Certain Defined Terms
In this Quarterly Report, references to $ or dollars or U.S.$ or U.S. dollars are to
the legal currency of the United States and references to Rs. or rupees or Indian rupees
are to the legal currency of India. Our unaudited condensed consolidated interim financial
statements are presented in Indian rupees and are prepared and presented in accordance with
International Accounting Standard 34, Interim Financial Reporting (IAS 34). Convenience
translation into U.S. dollars with respect to the unaudited interim condensed consolidated
financial statements is also presented. References to a particular fiscal year are to our fiscal
year ended March 31 of such year. References to ADS are to our American Depositary Shares. All
references to IAS are to the International Accounting Standards, to IASB are to the
International Accounting Standards Board, to IFRS are to International Financial Reporting
Standards, to SIC are to Standing Interpretations Committee and to IFRIC are to the
International Financial Reporting Interpretations Committee.
References to U.S. FDA are to the United States Food and Drug Administration, to NDAs are
to New Drug Applications, and to ANDAs are to Abbreviated New Drug Applications.
References to U.S. or United States are to the United States of America, its territories
and its possessions. References to India are to the Republic of India. All references to we,
us, our, DRL, Dr. Reddys or the Company shall mean Dr. Reddys Laboratories Limited and
its subsidiaries. Dr. Reddys is a registered trademark of Dr. Reddys Laboratories Limited in
India. Other trademarks or trade names used in this Quarterly Report are trademarks registered in
the name of Dr. Reddys Laboratories Limited or are pending before the respective trademark
registries.
Except as otherwise stated in this report, all translations from Indian rupees to U.S. dollars
are based on the noon buying rate in the City of New York on June 30, 2010 for cable transfers in
Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York, which was
Rs.46.41 per U.S.$1.00. No representation is made that the Indian rupee amounts have been, could
have been or could be converted into U.S. dollars at such a rate or any other rate. Any
discrepancies in any table between totals and sums of the amounts listed are due to rounding.
Information contained in our website, www.drreddys.com, is not part of this Quarterly Report
and no portion of such information is incorporated herein.
Forward-Looking and Cautionary Statement
IN ADDITION TO HISTORICAL INFORMATION, THIS QUARTERLY REPORT CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A
DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE SECTION ENTITLED OPERATING AND
FINANCIAL REVIEW AND ELSEWHERE IN THIS REPORT. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
ON THESE FORWARD-LOOKING STATEMENTS, WHICH REFLECT OUR ANALYSIS ONLY AS OF THE DATE HEREOF. IN
ADDITION, READERS SHOULD CAREFULLY REVIEW THE INFORMATION IN OUR PERIODIC REPORTS AND OTHER
DOCUMENTS FILED AND/OR FURNISHED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) FROM TIME TO
TIME.
2
ITEM 1: FINANCIAL STATEMENTS
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
(in millions, except share and per share data)
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As of |
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Particulars |
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Note |
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June 30, 2010 |
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June 30, 2010 |
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March 31, 2010 |
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Unaudited |
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convenience |
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translation into |
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U.S.$(See Note |
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2.d) |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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5 |
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U.S.$ |
137 |
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Rs. |
6,366 |
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Rs. |
6,584 |
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Other investments |
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51 |
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2,350 |
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3,600 |
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Trade receivables, net |
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275 |
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12,769 |
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11,960 |
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Inventories |
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6 |
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311 |
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14,451 |
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13,371 |
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Derivative financial instruments |
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4 |
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573 |
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Current tax assets |
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12 |
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549 |
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530 |
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Other current assets |
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129 |
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5,995 |
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5,445 |
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Total current assets |
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U.S.$ |
915 |
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Rs. |
42,480 |
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Rs. |
42,063 |
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Non-current assets |
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Property, plant and equipment |
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7 |
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516 |
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23,940 |
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22,459 |
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Goodwill |
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8 |
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47 |
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2,168 |
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2,174 |
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Other intangible assets |
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9 |
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240 |
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11,119 |
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11,799 |
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Investment in equity accounted investees |
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7 |
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315 |
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310 |
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Deferred income tax assets |
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34 |
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1,584 |
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1,282 |
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Other non-current assets |
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6 |
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259 |
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243 |
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Total non-current assets |
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U.S.$ |
849 |
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Rs. |
39,385 |
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Rs. |
38,267 |
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Total assets |
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U.S.$ |
1,764 |
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Rs. |
81,865 |
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Rs. |
80,330 |
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LIABILITIES AND EQUITY |
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Current liabilities |
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Trade payables |
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U.S.$ |
209 |
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Rs. |
9,689 |
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Rs. |
9,322 |
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Derivative financial instruments |
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4 |
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1 |
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61 |
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Current income tax liabilities |
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34 |
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1,582 |
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1,432 |
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Bank overdraft |
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5 |
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1 |
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30 |
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39 |
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Short-term borrowings |
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131 |
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6,101 |
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5,565 |
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Long-term borrowings, current portion |
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10 |
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76 |
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3,515 |
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3,706 |
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Provisions |
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25 |
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1,149 |
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1,094 |
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Other current liabilities |
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169 |
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7,843 |
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7,864 |
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Total current liabilities |
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U.S.$ |
646 |
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Rs. |
29,970 |
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Rs. |
29,022 |
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Non-current liabilities |
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Long-term loans and borrowings,
excluding current portion |
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10 |
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U.S.$ |
91 |
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Rs. |
4,226 |
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Rs. |
5,385 |
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Provisions |
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1 |
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40 |
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39 |
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Deferred tax liabilities |
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49 |
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2,260 |
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2,720 |
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Other liabilities |
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9 |
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403 |
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249 |
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Total non-current liabilities |
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U.S.$ |
149 |
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Rs. |
6,929 |
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Rs. |
8,393 |
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Total liabilities |
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U.S.$ |
795 |
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Rs. |
36,899 |
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Rs. |
37,415 |
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The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
4
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
(in millions, except share and per share data)
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As of |
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Particulars |
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Note |
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June 30, 2010 |
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June 30, 2010 |
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March 31, 2010 |
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Unaudited |
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convenience |
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translation into |
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U.S.$(See Note |
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2.d) |
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Equity |
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Share capital |
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U.S.$ |
18 |
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Rs. |
846 |
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Rs. |
844 |
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Equity shares held by controlled trust |
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(5 |
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(5 |
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Share premium |
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444 |
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20,621 |
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20,429 |
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Share based payment reserve |
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13 |
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593 |
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692 |
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Retained earnings |
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434 |
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20,131 |
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18,035 |
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Other components of equity |
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60 |
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2,780 |
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2,920 |
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Total equity attributable to: |
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Equity holders of the Company |
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U.S.$ |
969 |
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Rs. |
44,966 |
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Rs. |
42,915 |
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Non-controlling interests |
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Total equity |
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U.S.$ |
969 |
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Rs. |
44,966 |
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Rs. |
42,915 |
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Total liabilities and equity |
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U.S.$ |
1,764 |
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Rs. |
81,865 |
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Rs. |
80,330 |
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The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
5
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
(in millions, except share and per share data)
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Three months ended |
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June 30, |
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Particulars |
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Note |
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2010 |
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2010 |
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2009 |
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Unaudited |
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Convenience |
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Translation into |
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U.S.$ (See Note 2.d) |
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Revenues |
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U.S.$ |
363 |
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Rs. |
16,831 |
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Rs. |
18,189 |
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Cost of revenues |
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171 |
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7,917 |
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8,017 |
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Gross profit |
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U.S.$ |
192 |
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Rs. |
8,914 |
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Rs. |
10,172 |
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Selling, general and administrative expenses |
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118 |
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5,481 |
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5,927 |
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Research and development expenses |
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21 |
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993 |
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985 |
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Other (income)/expense, net |
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11 |
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(4 |
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(185 |
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(35 |
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Total operating expenses, net |
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U.S.$ |
136 |
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Rs. |
6,289 |
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Rs. |
6,877 |
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Results from operating activities |
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57 |
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2,625 |
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3,295 |
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Finance income |
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2 |
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|
99 |
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|
88 |
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Finance expense |
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(6 |
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(276 |
) |
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(223 |
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Finance (expense)/income, net |
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12 |
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(4 |
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(177 |
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(135 |
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Share of profit of equity accounted
investees, net of income tax |
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5 |
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11 |
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Profit/before income tax |
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53 |
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2,453 |
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3,171 |
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Income tax expense |
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17 |
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(8 |
) |
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(357 |
) |
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(726 |
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Profit for the period |
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U.S.$ |
45 |
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Rs. |
2,096 |
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Rs. |
2,445 |
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Attributable to: |
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Equity holders of the Company |
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45 |
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2,096 |
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2,445 |
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Non-controlling interests |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$ |
45 |
|
|
Rs. |
2,096 |
|
|
Rs. |
2,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share of Rs.5/- each |
|
|
|
|
|
U.S.$ |
0.27 |
|
|
Rs. |
12.41 |
|
|
Rs. |
14.51 |
|
Diluted earnings per share of Rs.5/- each |
|
|
|
|
|
U.S.$ |
0.27 |
|
|
Rs. |
12.34 |
|
|
Rs. |
14.45 |
|
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
6
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2010 |
|
|
2010 |
|
|
2009 |
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
Convenience |
|
|
|
|
|
|
|
|
|
|
|
Translation into |
|
|
|
|
|
|
|
|
|
|
|
U.S.$ (See Note 2.d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
U.S.$ |
45 |
|
|
Rs. |
2,096 |
|
|
Rs. |
2,445 |
|
Other comprehensive income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value of available for sale financial instruments |
|
U.S.$ |
|
|
|
Rs. |
1 |
|
|
Rs. |
8 |
|
Foreign currency translation adjustments |
|
|
3 |
|
|
|
161 |
|
|
|
110 |
|
Effective portion of changes in fair value of cash flow hedges, net |
|
|
(12 |
) |
|
|
(573 |
) |
|
|
289 |
|
Income tax on other comprehensive income/(loss) |
|
|
6 |
|
|
|
271 |
|
|
|
(108 |
) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss) for the period, net of income tax |
|
U.S.$ |
(3 |
) |
|
Rs. |
(140 |
) |
|
Rs. |
299 |
) |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period |
|
U.S.$ |
42 |
|
|
Rs. |
1,956 |
|
|
Rs. |
2,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company |
|
|
42 |
|
|
|
1,956 |
|
|
|
2,744 |
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period |
|
U.S.$ |
42 |
|
|
Rs. |
1,956 |
|
|
Rs. |
2,744 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
7
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
|
value |
|
|
translation |
|
|
Hedging |
|
|
|
Share capital |
|
|
premium |
|
|
reserve |
|
|
reserve |
|
|
reserve |
|
Particulars |
|
Shares |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2010 |
|
|
168,845,385 |
|
|
Rs. |
844 |
|
|
Rs. |
20,429 |
|
|
Rs. |
24 |
|
|
Rs. |
2,559 |
|
|
Rs. |
337 |
|
Issue of equity shares on exercise of options |
|
|
298,878 |
|
|
|
2 |
|
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value of other investments, net of tax benefit of Rs.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
Foreign currency translation differences, net of tax benefit of Rs.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237 |
|
|
|
|
|
Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(379 |
) |
Share based payment expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2010 |
|
|
169,144,263 |
|
|
Rs. |
846 |
|
|
Rs. |
20,621 |
|
|
Rs. |
26 |
|
|
Rs. |
2,796 |
|
|
Rs. |
(42) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into U.S. $ |
|
|
|
|
|
|
18 |
|
|
|
444 |
|
|
|
1 |
|
|
|
60 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2009 |
|
|
168,468,777 |
|
|
Rs. |
842 |
|
|
Rs. |
20,204 |
|
|
Rs. |
11 |
|
|
Rs. |
2,168 |
|
|
Rs. |
(156) |
|
Issue of equity share on exercise of options |
|
|
198,493 |
|
|
|
1 |
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value of other investments, net of tax expense of Rs.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
Foreign currency translation differences, net of tax expense of Rs.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
|
|
|
Effective portion of changes in fair value of cash flow hedges, net of tax expense of Rs.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190 |
|
Share based payment expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2009 |
|
|
168,667,270 |
|
|
Rs. |
843 |
|
|
Rs. |
20,321 |
|
|
Rs. |
19 |
|
|
Rs. |
2,269 |
|
|
Rs. |
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Continued on next page]
8
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
(in millions, except share and per share data)
[Continued from table on page 8, first column(s) repeated]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares held |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based |
|
|
by a |
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
payment |
|
|
controlled |
|
|
Retained |
|
|
controlling |
|
|
|
|
|
|
reserve |
|
|
trust* |
|
|
earnings |
|
|
interests |
|
|
Total |
|
Particulars |
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2010 |
|
Rs. |
692 |
|
|
Rs. |
(5) |
|
|
Rs. |
18,035 |
|
|
Rs. |
|
|
|
Rs. |
42,915 |
|
Issue of equity share on exercise of options |
|
|
(165 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29 |
|
Net change in fair value of other investments, net of tax benefit of Rs.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Foreign currency translation differences, net of tax benefit of Rs.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237 |
|
Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(379 |
) |
Share based payment expense |
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66 |
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
2,096 |
|
|
|
|
|
|
|
2,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2010 |
|
Rs. |
593 |
|
|
Rs. |
(5) |
|
|
Rs. |
20,131 |
|
|
Rs. |
|
|
|
Rs. |
44,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into U.S. $ |
|
|
13 |
|
|
|
|
|
|
|
434 |
|
|
|
|
|
|
|
969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2009 |
|
Rs. |
676 |
|
|
Rs. |
(5) |
|
|
Rs. |
18,305 |
|
|
Rs. |
|
|
|
Rs. |
42,045 |
|
Issue of equity share on exercise of options |
|
|
(115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
Net change in fair value of other investments, net of tax expense of Rs.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 |
|
Foreign currency translation differences, net of tax expense of Rs.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 |
|
Effective portion of changes in fair value of cash flow hedges, net of tax expense of Rs.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190 |
|
Share based payment expense |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
2,445 |
|
|
|
|
|
|
|
2,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2009 |
|
Rs. |
601 |
|
|
Rs. |
(5) |
|
|
Rs. |
20,750 |
|
|
Rs. |
|
|
|
Rs. |
44,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The number of equity shares held by a controlled trust as of April 1, 2009, June 30, 2009,
April 1, 2010 and June 30, 2010 was 82,800. |
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
9
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
Particulars |
|
2010 |
|
|
2010 |
|
|
2009 |
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
convenience |
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
|
|
|
|
|
U.S.$(See Note |
|
|
|
|
|
|
|
|
|
|
|
2.d) |
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
U.S.$ |
45 |
|
|
Rs. |
2,096 |
|
|
Rs. |
2,445 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
8 |
|
|
|
357 |
|
|
|
726 |
|
Profit on sale of investments |
|
|
(1 |
) |
|
|
(38 |
) |
|
|
(8 |
) |
Depreciation and amortization |
|
|
21 |
|
|
|
976 |
|
|
|
1,134 |
|
Allowance for sales returns |
|
|
6 |
|
|
|
272 |
|
|
|
175 |
|
Allowance for doubtful trade receivables |
|
|
|
|
|
|
9 |
|
|
|
28 |
|
Inventory write-downs |
|
|
5 |
|
|
|
241 |
|
|
|
81 |
|
(Profit)/loss on sale of property, plant and equipment, net |
|
|
|
|
|
|
(1 |
) |
|
|
12 |
|
Share of profit of equity accounted investees, net of income tax |
|
|
|
|
|
|
(5 |
) |
|
|
(11 |
) |
Unrealized exchange (gain)/loss, net |
|
|
(2 |
) |
|
|
(90 |
) |
|
|
437 |
|
Interest (income)/expense, net |
|
|
|
|
|
|
(9 |
) |
|
|
59 |
|
Share based payment expense |
|
|
1 |
|
|
|
66 |
|
|
|
40 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
(2 |
) |
|
|
(113 |
) |
|
|
589 |
|
Inventories |
|
|
(32 |
) |
|
|
(1,497 |
) |
|
|
(905 |
) |
Other assets |
|
|
(17 |
) |
|
|
(768 |
) |
|
|
10 |
|
Trade payables |
|
|
(1 |
) |
|
|
(42 |
) |
|
|
790 |
|
Other liabilities and provisions |
|
|
(1 |
) |
|
|
(57 |
) |
|
|
(887 |
) |
Income tax paid |
|
|
(12 |
) |
|
|
(539 |
) |
|
|
(400 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
U.S.$ |
18 |
|
|
Rs. |
858 |
|
|
Rs. |
4,315 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures on property, plant and equipment |
|
|
(41 |
) |
|
|
(1,894 |
) |
|
|
(442 |
) |
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
|
23 |
|
|
|
6 |
|
Purchase of investments |
|
|
(90 |
) |
|
|
(4,172 |
) |
|
|
(4,979 |
) |
Proceeds from sale of investments |
|
|
118 |
|
|
|
5,462 |
|
|
|
5,103 |
|
Expenditures on intangible assets |
|
|
|
|
|
|
(3 |
) |
|
|
(15 |
) |
Interest received |
|
|
|
|
|
|
18 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
U.S.$ |
(12 |
) |
|
Rs. |
(566 |
) |
|
Rs. |
(311 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows used in financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
|
(1 |
) |
|
|
(69 |
) |
|
|
(153 |
) |
Proceeds from issuance of equity shares |
|
|
1 |
|
|
|
29 |
|
|
|
3 |
|
Proceeds/(repayment) of short term loans and borrowings, net |
|
|
8 |
|
|
|
376 |
|
|
|
(3,002 |
) |
Repayment of long term loans and borrowings, net |
|
|
(19 |
) |
|
|
(885 |
) |
|
|
(797 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
U.S.$ |
(12 |
) |
|
Rs. |
(549 |
) |
|
Rs. |
(3,949 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
(6 |
) |
|
|
(257 |
) |
|
|
55 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
1 |
|
|
|
48 |
|
|
|
278 |
|
Cash and cash equivalents at the beginning of the period |
|
|
141 |
|
|
|
6,545 |
|
|
|
5,378 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
U.S.$ |
137 |
|
|
Rs. |
6,336 |
|
|
Rs. |
5,711 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
10
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
Dr. Reddys Laboratories Limited (DRL or the parent company), together with its
subsidiaries (collectively, the Company), is a leading India-based pharmaceutical company
headquartered in Hyderabad, India. The Companys principal areas of operation are in
pharmaceutical services and active ingredients, global generics, and proprietary products. The
Companys principal research and development facilities are located in Andhra Pradesh, India;
its principal manufacturing facilities are located in Andhra Pradesh, India, Himachal Pradesh,
India and Cuernavaca-Cuautla, Mexico; and its principal marketing facilities are located in
India, Russia and other countries of the former Soviet Union, the United States, the United
Kingdom and Germany. The Companys shares trade on the Bombay Stock Exchange and the National
Stock Exchange in India and, since April 11, 2001, also on the New York Stock Exchange in the
United States.
2. |
|
Basis of preparation of financial statements |
a. Statement of compliance
These unaudited condensed consolidated interim financial statements as at and for the three
months ended June 30, 2010 have been prepared under the historical cost convention on the
accrual basis, except for certain financial instruments which have been measured at fair values.
These unaudited condensed consolidated interim financial statements are prepared and presented
in accordance with IAS 34, Interim Financial Reporting. They do not include all of the
information required for full annual financial statements and should be read in conjunction with
the audited consolidated financial statements and related notes included in the Companys Annual
Report on Form 20-F for the fiscal year ended March 31, 2010. These unaudited condensed
consolidated interim financial statements were authorized for issuance by the Companys Board of
Directors on December 6, 2010.
b. Significant accounting policies
The accounting policies applied by the Company in these unaudited condensed consolidated
interim financial statements are the same as those applied by the Company in its audited
consolidated financial statements as at and for the year ended March 31, 2010 contained in the
Companys Annual Report on Form 20-F.
c. Functional and presentation currency
The unaudited condensed consolidated interim financial statements are presented in Indian
rupees, which is the functional currency of the parent company. Functional currency of an entity
is the currency of the primary economic environment in which the entity operates.
In respect of all non-Indian subsidiaries that operate as marketing arms of the parent
company in their respective countries/regions, the functional currency has been determined to be
the functional currency of the parent company (i.e., the Indian rupee). Accordingly, the
operations of these entities are largely restricted to import of finished goods from the parent
company in India, sale of these products in the foreign country and remittance of the sale
proceeds to the parent company. The cash flows realized from sale of goods are readily available
for remittance to the parent company and cash is remitted to the parent company on a regular
basis. The costs incurred by these entities are primarily the cost of goods imported from the
parent company. The financing of these subsidiaries is done directly or indirectly by the parent
company.
11
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
2. |
|
Basis of preparation of financial statements (continued) |
c. Functional and presentation currency (continued)
In respect of subsidiaries and associates whose operations are self-contained and
integrated within their respective countries/regions, the functional currency has been
determined to be the local currency of those countries/regions. The assets and liabilities of
such subsidiaries are translated into Indian rupees at the rate of exchange prevailing as at the
reporting date. Revenues and expenses are translated into Indian rupees at average exchange
rates prevailing during the period.
Resulting translation adjustments are included in foreign currency translation reserve.
All financial information presented in Indian rupees has been rounded to the nearest million.
d. Convenience translation
The accompanying unaudited condensed consolidated interim financial statements have been
prepared in Indian rupees. Solely for the convenience of the reader, the unaudited condensed
consolidated interim financial statements as of June 30, 2010 have been translated into United
States dollars at the noon buying rate in New York City on June 30, 2010 for cable transfers in
Indian rupees, as certified for customs purposes by the Federal Reserve Bank of New York of U.S.
$1.00 = Rs.46.41. No representation is made that the Indian rupee amounts have been, could have
been or could be converted into U.S. dollars at such a rate or any other rate.
e. Use of estimates and judgments
The preparation of unaudited condensed consolidated interim financial statements in
conformity with IAS 34 requires management to make judgments, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
In preparing these unaudited condensed consolidated interim financial statements the
significant judgments made by management in applying the Companys accounting policies and the
key sources of estimation uncertainty were the same as those that applied to the audited
consolidated financial statements as at and for the year ended March 31, 2010.
f. Recent accounting pronouncements
Standards issued but not yet effective and not early adopted by the Company
|
|
|
In November 2009, the International Accounting Standards Board issued IFRS 9,
Financial Instruments: Recognition and Measurement, to reduce the complexity of the
current rules on financial instruments as mandated in IAS 39, Financial Instruments:
Recognition and Measurement: Eligible Hedged Items. The effective date for IFRS 9 is
annual periods beginning on or after January 1, 2013 with early adoption permitted. IFRS
9 has fewer classification and measurement categories as compared to IAS 39 and has
eliminated the categories of held to maturity, available for sale and loans and
receivables. Further it eliminates the rule-based requirement of segregating embedded
derivatives and tainting rules pertaining to held to maturity investments. For an
investment in an equity instrument which is not held for trading, IFRS 9 permits an
irrevocable election, on initial recognition, on an individual share-by-share basis, to
present all fair value changes from the investment in other comprehensive income. No
amount recognized in other comprehensive income would ever be reclassified to profit or
loss. The Company is required to adopt IFRS 9 by its accounting year commencing April 1,
2014. The Company is currently evaluating the requirements of IFRS 9, and has not yet
determined the impact on its unaudited condensed consolidated interim financial
statements. |
|
|
|
In May 2010, the IASB issued Improvements to IFRSs a collection of amendments to
seven International Financial Reporting Standards as part of its program of annual
improvements to its standards, which is intended to make necessary, but non-urgent,
amendments to standards that will not be included as part of another major project. |
The latest amendments were included in exposure drafts of proposed amendments to IFRS
published in August 2009. The amendments resulting from this standard mainly have
effective dates for annual periods beginning on or after January 1, 2011, although
entities are permitted to adopt them earlier. The Company is evaluating the impact that
these amendments will have on the Companys unaudited condensed consolidated interim
financial statements.
12
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
The Chief Operating Decision Maker (CODM) evaluates the Companys performance and allocates
resources based on an analysis of various performance indicators by operating segments. The
reportable operating segments reviewed by the CODM are as follows:
|
|
|
Pharmaceutical Services and Active Ingredients (PSAI); |
Pharmaceutical Services and Active Ingredients. This segment includes active pharmaceutical
ingredients and intermediaries, also known as active pharmaceutical products or bulk drugs, which
are the principal ingredients for finished pharmaceutical products. Active pharmaceutical
ingredients and intermediaries become finished pharmaceutical products when the dosages are fixed
in a form ready for human consumption such as a tablet, capsule or liquid using additional inactive
ingredients. This segment also includes contract research services and the manufacture and sale of
active pharmaceutical ingredients and steroids in accordance with the specific customer
requirements.
Global Generics. This segment consists of finished pharmaceutical products ready for
consumption by the patient, marketed under a brand name (branded formulations) or as generic
finished dosages with therapeutic equivalence to branded formulations (generics). This reportable
segment was formed through the combination and re-organization of the Companys former Formulations
and Generics segments in the year ended March 31, 2009.
Proprietary Products. This segment involves the discovery of new chemical entities for
subsequent commercialization and out-licensing. It also involves the Companys differentiated
formulations business which engages in research, sales and marketing operations for in-licensed and
co-developed branded dermatology products.
The CODM reviews revenue and gross profit as the performance indicators for all of the above
reportable segments. The CODM does not review the total assets and liabilities for each reportable
segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
Information about segments: |
|
PSAI |
|
|
Global Generics |
|
|
Proprietary Products |
|
|
Others |
|
|
Total |
|
Segments |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenues (Note 1) |
|
Rs. |
4,499 |
|
|
Rs. |
4,869 |
|
|
Rs. |
11,917 |
|
|
Rs. |
13,020 |
|
|
Rs. |
122 |
|
|
Rs. |
112 |
|
|
Rs. |
293 |
|
|
Rs. |
188 |
|
|
Rs. |
16,831 |
|
|
Rs. |
18,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
Rs. |
1,002 |
|
|
Rs. |
1,704 |
|
|
Rs. |
7,735 |
|
|
Rs. |
8,313 |
|
|
Rs. |
80 |
|
|
Rs. |
73 |
|
|
Rs. |
97 |
|
|
Rs. |
82 |
|
|
Rs. |
8,914 |
|
|
Rs. |
10,172 |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,481 |
|
|
|
5,927 |
|
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
993 |
|
|
|
985 |
|
Other (income)/expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(185 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,625 |
|
|
|
3,295 |
|
Finance (expense)/income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(177 |
) |
|
|
(135 |
) |
Share of profit of equity accounted investees, net of income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,453 |
|
|
|
3,171 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(357 |
) |
|
|
(726 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
2,096 |
|
|
Rs. |
2,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 1: |
|
Segment revenues for the three months ended June 30, 2010 does not include inter-segment
revenues from PSAI to Global Generics which is accounted for at cost of Rs.777 (as compared to
Rs.639 for the three months ended June 30, 2009). |
13
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
3. |
|
Segment reporting (continued) |
Analysis of revenue by geography within Global Generics segment:
The CODM reviews the geographical composition of revenues within the Companys Global Generics
segment. Accordingly, the geographical revenue information within the Companys Global Generics
segment has been provided for the three months ended June 30, 2010 and June 30, 2009, with
corresponding comparative information.
The following table shows the distribution of the Companys revenues by geography within the
Companys Global Generics segment, based on the location of the customer:
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
India |
|
Rs. |
2,778 |
|
|
Rs. |
2,393 |
|
North America (the United States and Canada) |
|
|
3,898 |
|
|
|
6,026 |
|
Russia and other countries of the former Soviet Union |
|
|
2,552 |
|
|
|
1,871 |
|
Europe |
|
|
1,836 |
|
|
|
2,109 |
|
Others |
|
|
853 |
|
|
|
621 |
|
|
|
|
|
|
|
|
|
|
Rs. |
11,917 |
|
|
Rs. |
13,020 |
|
|
|
|
|
|
|
|
An analysis of revenues by key products in the Companys PSAI segment is given below:
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Clopidogrel |
|
Rs. |
225 |
|
|
Rs. |
327 |
|
Ciprofloxacin Hcl |
|
|
292 |
|
|
|
247 |
|
Finasteride |
|
|
193 |
|
|
|
241 |
|
Gemcitabine |
|
|
359 |
|
|
|
227 |
|
Naproxen |
|
|
157 |
|
|
|
188 |
|
Ramipril |
|
|
151 |
|
|
|
148 |
|
Rabeprazole sodium |
|
|
137 |
|
|
|
128 |
|
Moxifloxacin |
|
|
39 |
|
|
|
118 |
|
Ranitidine Hcl Form 2 |
|
|
121 |
|
|
|
106 |
|
Sumatriptan |
|
|
183 |
|
|
|
90 |
|
Others |
|
|
2,642 |
|
|
|
3,049 |
|
|
|
|
|
|
|
|
Total |
|
Rs. |
4,499 |
|
|
Rs. |
4,869 |
|
|
|
|
|
|
|
|
An analysis of revenues by key products in the Companys Global Generics segment is given
below:
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Omeprazole |
|
Rs. |
1,658 |
|
|
Rs. |
1,359 |
|
Nimesulide |
|
|
900 |
|
|
|
658 |
|
Sumatriptan |
|
|
140 |
|
|
|
2,064 |
|
Ciprofloxacin |
|
|
561 |
|
|
|
427 |
|
Ketrorol |
|
|
461 |
|
|
|
350 |
|
Simvastatin |
|
|
448 |
|
|
|
589 |
|
Finasteride |
|
|
146 |
|
|
|
330 |
|
Ceterizine |
|
|
314 |
|
|
|
209 |
|
Ranitidine |
|
|
283 |
|
|
|
252 |
|
Amlo benzapril |
|
|
257 |
|
|
|
|
|
Others |
|
|
6,749 |
|
|
|
6,782 |
|
|
|
|
|
|
|
|
Total |
|
Rs. |
11,917 |
|
|
Rs. |
13,020 |
|
|
|
|
|
|
|
|
14
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
Hedging of fluctuations in foreign currency
The Company is exposed to exchange rate risk which arises from its foreign exchange revenues,
primarily in U.S. dollars, British Pounds, Russian roubles and Euros, and foreign currency debt in
U.S. dollars and Euros.
The Company uses forward exchange contracts and option contracts (derivatives) to mitigate its
risk of changes in foreign currency exchange rates. Most of the forward exchange contracts and
option contracts have maturities of less than one year after the statement of financial position
date. Where necessary, the forward exchange contracts are rolled over at maturity.
Forecasted transactions
The Company classifies its option contracts hedging forecasted transactions as cash flow
hedges and measures them at fair value. The fair value of option contracts used as hedges of
forecasted transactions at June 30, 2010 was an asset of Rs.25 (as compared to Rs.550 at March 31,
2010). This amount was recognized as derivatives measured at fair value.
Recognized assets and liabilities
Changes in the fair value of forward exchange contracts and option contracts that economically
hedge monetary assets and liabilities in foreign currencies and for which no hedge accounting is
applied are recognized in the income statement. Both the changes in fair value of the forward
contracts and the foreign exchange gains and losses relating to the monetary items are recognized
as part of net finance costs. The fair value of forward exchange contracts and option contracts
used as economic hedges of monetary assets and liabilities in foreign currencies recognized in fair
value derivatives was a liability of Rs.86 at June 30, 2010 (as compared to an asset of Rs.23 at
March 31, 2010).
Fair values
The net carrying amount and fair value of all financial instruments, except derivative
financial instruments, as at June 30, 2010 was a net liability of Rs.8,313 (as compared to a net
liability of Rs.7,383 at March 31, 2010).
The Company recognized a net foreign exchange gain on derivative financial instruments of
Rs.12 and Rs.273, for the three months ended June 30, 2010 and June 30, 2009 respectively. These
amounts are included in finance expense/(income).
In respect of foreign currency derivative contracts designated as cash flow hedges, the
Company has recorded a net loss of Rs.573 and a net gain of Rs.289 as a component of equity for the
three months ended June 30, 2010 and June 30, 2009 respectively, and a net gain of Rs.126 and Rs.5
as part of revenue during the three months ended June 30, 2010, and June 30, 2009 respectively.
15
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
5. |
|
Cash and cash equivalents |
Cash and cash equivalents consist of:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2010 |
|
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
Cash balances |
|
Rs. |
9 |
|
|
Rs. |
9 |
|
Balances with banks |
|
|
6,357 |
|
|
|
6,575 |
|
|
|
|
|
|
|
|
Cash and cash equivalents on the statements of financial position |
|
|
6,366 |
|
|
|
6,584 |
|
Bank overdrafts used for cash management purposes |
|
|
(30 |
) |
|
|
(39 |
) |
|
|
|
|
|
|
|
Cash and cash equivalents on the cash flow statement |
|
Rs. |
6,336 |
|
|
Rs. |
6,545 |
|
|
|
|
|
|
|
|
Balances with banks included above amounting to Rs.19 as of June 30, 2010 and as of March 31, 2010,
respectively, represent amounts in the unclaimed dividend accounts, and are therefore restricted.
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2010 |
|
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
Raw materials |
|
Rs. |
4,555 |
|
|
Rs. |
4,000 |
|
Packing material, stores and spares |
|
|
983 |
|
|
|
979 |
|
Work-in-process |
|
|
3,847 |
|
|
|
3,883 |
|
Finished goods |
|
|
5,066 |
|
|
|
4,509 |
|
|
|
|
|
|
|
|
|
|
Rs. |
14,451 |
|
|
Rs. |
13,371 |
|
|
|
|
|
|
|
|
During the three months ended June 30, 2010, the Company recorded inventory write-downs of
Rs.241 (as compared to Rs.81 for the three months ended June 30, 2009). These adjustments were
included in cost of revenues. Cost of revenues for the three months ended June 30, 2010 includes
raw materials, consumables and changes in finished goods and work in progress recognized in the
income statement amounting to Rs.5,041 (as compared to Rs.5,618, for the three months ended June
30, 2009). The above table includes inventories amounting to Rs.859 and Rs.814 which are carried
at fair value less cost to sell as at June 30, 2010 and March 31, 2010, respectively.
7. |
|
Property, plant and equipment |
Acquisitions and disposals
During the three months ended June 30, 2010, the Company acquired assets at an aggregate cost
of Rs.2,164 (as compared to a cost of Rs.698 and Rs.4,494 for the three months ended June 30, 2009
and the year ended March 31, 2010, respectively). Assets with a net book value of Rs.22 were
disposed of during the three months ended June 30, 2010 (as compared to Rs.18 and Rs.480 for the
three months ended June 30, 2009 and the year ended March 31, 2010, respectively), resulting in a
net gain on disposal of Rs.1 (as compared to a loss of Rs.12 and Rs.24 for the three months ended
June 30, 2009 and the year ended March 31, 2010, respectively). Depreciation expense for the three
months ended June 30, 2010 was Rs.688 (as compared to Rs.627 for the three months ended June 30,
2009).
Capital Commitments
As of June 30, 2010 and March 31, 2010, the Company was committed to spend approximately
Rs.3,990 and Rs.2,948 respectively, under agreements to purchase property, plant and equipment.
This amount is net of capital advances paid in respect of such purchases.
16
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
Goodwill arising upon acquisitions is not amortized but tested for impairment annually or more
frequently if there are certain internal or external indicators.
The following table presents the changes in goodwill during the three months ended June 30,
2010 and June 30, 2009 and the year ended March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Three months ended |
|
|
Year ended March |
|
|
|
June 30, 2010 |
|
|
June 30, 2009 |
|
|
31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance (1) |
|
Rs. |
18,267 |
|
|
Rs. |
18,246 |
|
|
Rs. |
18,246 |
|
Effect of translation adjustments (3) |
|
|
(6 |
) |
|
|
11 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
Closing balance (1) |
|
Rs. |
18,261 |
|
|
Rs. |
18,257 |
|
|
Rs. |
18,267 |
|
|
|
|
|
|
|
|
|
|
|
Less: Impairment loss (2) |
|
|
(16,093 |
) |
|
|
(10,946 |
) |
|
|
(16,093 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
2,168 |
|
|
Rs. |
7,311 |
|
|
Rs. |
2,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This does not include goodwill arising upon investment in associates of Rs.181, which
is included in the carrying value of the investment in the equity accounted investees. |
|
(2) |
|
The impairment loss of Rs.16,093 includes Rs.16,003 pertaining to the Companys German
subsidiary, betapharm Arzneimittel GmbH, which is part of the Companys Global Generics
segment. |
|
(3) |
|
Effect of translation adjustments includes Rs.2,426 on account of translation of
impairment loss. |
9. |
|
Other intangible assets |
Acquisitions and write-down of intangibles
During the three months ended June 30, 2010, the Company acquired other intangible assets at
an aggregate cost of Rs.3 (as compared to a cost of Rs.15 and Rs.2,831 for the three months ended
June 30, 2009 and the year ended March 31, 2010, respectively).
Product related intangibles acquired during the year ended March 31, 2010 includes an amount
of Rs.2,680 (U.S.$57), representing the value of re-acquired rights on the product portfolio that
arose upon the exercise by I-VEN Pharma Capital Limited (I-VEN) of the portfolio termination
value option under its research and development agreement with the Company entered into during the
year ended March 31, 2005, as amended.
During the year ended March 31, 2005, the Company entered into an agreement with I-VEN Pharma
Capital Limited (I-VEN) for the joint development and commercialization of a portfolio of 36
generic drug products. As per the terms of the agreement, I-VEN had a right to fund up to 50% of
the project costs (development, registration and legal costs) related to these products and the
related U.S. Abbreviated New Drug Applications (ANDA) filed or to be filed, subject to a maximum
contribution of U.S.$56. Upon successful commercialization of these products, the Company was
required to pay I-VEN a royalty on net sales at agreed rates for a period of 5 years from the date
of commercialization of each product.
The first tranche of Rs.985 (U.S.$23) was funded by I-VEN on March 28, 2005. This amount
received from I-VEN was initially recorded as an advance and subsequently credited in the income
statement as a reduction of research and development expenses upon completion of specific
milestones as detailed in the agreement. A milestone (i.e., a product filing as per the terms of
the agreement) was considered to be completed once the appropriate ANDA was submitted by the
Company to the U.S. FDA. Achievement of a milestone entitled the Company to reduce the advance and
credit research and development expenses in a fixed amount equal to I-VENs share of the research
and development costs of the product (which varied depending on whether the ANDA was a Paragraph
III or Paragraph IV filing). Accordingly, based on product filings made by the Company through
March 31, 2007, an aggregate amount of Rs.933 has been credited to research and development expense
during the years ended March 31, 2005, 2006 and 2007.
As per the agreement, in April 2010 and upon successful achievement of certain performance
milestones specified in the agreement (e.g., successful commercialization of a specified number of
products, and achievement of specified sales milestones), I-VEN had a one-time right to require the
Company to pay I-VEN a portfolio termination value amount for such portfolio of products. In the
event I-VEN exercised this portfolio termination value option, then it would not be entitled to the
sales-based royalty payment for the remaining contractual years.
17
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
9. |
|
Other intangible assets (continued) |
During the year ended March 31, 2010, the Company and I-VEN reached an agreement for I-VEN to
exercise the portfolio termination value option for a portfolio termination value amount of
Rs.2,680 (U.S.$57) to be paid by the Company on or before September 30, 2010. This agreement
represented a constructive present obligation as at March 31, 2010. Accordingly, the Company has
recorded an asset of Rs.2,680 (U.S.$57) (in the form of product related intangibles, essentially
representing a relief from future royalty costs payable to I-VEN) and an equivalent liability
representing consideration payable to I-VEN on or before September 30, 2010.
On October 1, 2010, the Company and I-VEN entered into an agreement regarding the portfolio
termination value option exercise. The transaction has been structured as a purchase of the stock
of I-VEN. The Company paid Rs.2,680 (U.S.$57) to the shareholders of I-VEN, except that Rs.150 of
this amount will be set aside in escrow in order to provide a fund for certain indemnification
obligations of the shareholders of I-VEN. On the 15 month anniversary of the date of this
agreement, any portion of these funds not subjected to indemnity claims of the Company
would be released to the shareholders of I-VEN. Upon consummation of this transaction, I-VEN
has become a wholly-owned subsidiary of the Company. No adjustments have been recorded in the
unaudited condensed consolidated interim financial statements for the three months ended June 30,
2010.
Amortization expenses for the three months ended June 30, 2010 was Rs.288 (as compared to
amortization expenses of Rs.507 for the three months ended June 30, 2009).
Short term loans and borrowings
The Company had undrawn lines of credit of Rs.13,310 and Rs.7,850 as of June 30, 2010 and
March 31, 2010, respectively, from its banks for working capital requirements. These lines of
credit are renewable annually. The Company has the right to draw upon these lines of credit based
on its requirements.
An interest rate profile of short term borrowings from banks is given below:
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
June 30, 2010 |
|
March 31, 2010 |
|
Rupee borrowings |
|
|
0 |
|
|
5.00 |
% |
Foreign currency borrowings |
|
LIBOR + 40 - 75 bps
|
|
|
|
|
|
|
EURIBOR + 50 - 75 bps |
|
LIBOR+ 40 - 75 bps |
|
Long term loans and borrowings
Long term loans and borrowings consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2010 |
|
|
March 31, 2010 |
|
Rupee term loan |
|
Rs. |
|
|
|
Rs. |
1 |
|
Foreign currency loan |
|
|
7,507 |
|
|
|
8,838 |
|
Obligations under finance leases |
|
|
234 |
|
|
|
252 |
|
|
|
|
|
|
|
|
|
|
|
7,741 |
|
|
|
9,091 |
|
|
|
|
|
|
|
|
|
|
Less: Current portion |
|
|
|
|
|
|
|
|
Rupee term loan |
|
|
|
|
|
|
1 |
|
Foreign currency loan |
|
|
3,504 |
|
|
|
3,690 |
|
Obligations under finance leases |
|
|
11 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
3,515 |
|
|
|
3,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current portion |
|
|
|
|
|
|
|
|
Rupee term loan |
|
|
|
|
|
|
|
|
Foreign currency loan |
|
|
4,003 |
|
|
|
5,148 |
|
Obligations under finance leases |
|
|
223 |
|
|
|
237 |
|
|
|
|
|
|
|
|
|
|
Rs. |
4,226 |
|
|
Rs. |
5,385 |
|
|
|
|
|
|
|
|
18
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
10. |
|
Loans and borrowings (continued) |
During the three months ended June 30, 2010, the Company repaid Rs.878 of foreign currency
loans (consisting of Euro 15 and U.S.$1), Rs.1 of rupee term loans and Rs.6 of obligations under
finance leases. During the year ended March 31, 2010, the Company repaid Rs.3,457 of foreign
currency loans (consisting of Euro 50 and U.S.$3), Rs.6 of rupee term loans and Rs.16 of
obligations under finance leases.
An interest rate profile of long-term debt is given below:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2010 |
|
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
Rupee borrowings |
|
|
|
|
|
|
2.00 |
% |
Foreign currency borrowings |
|
EURIBOR +70 bps and LIBOR+70 bps |
|
|
EURIBOR +70 bps and LIBOR+70 bps |
|
11. |
|
Other (income)/expense, net |
Other (income)/expense, net consist of the following:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
June 30, 2010 |
|
|
June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
(Profit)/loss on sale of property, plant and equipment, net |
|
Rs. |
(1 |
) |
|
Rs. |
12 |
|
Sale of spent chemical |
|
|
(57 |
) |
|
|
(41 |
) |
Miscellaneous income |
|
|
(127 |
) |
|
|
(54 |
) |
Provision for expected claim from innovator |
|
|
|
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
Rs. |
(185 |
) |
|
Rs. |
(35 |
) |
|
|
|
|
|
|
|
12. |
|
Finance (expense)/income, net |
Finance (expense)/income, net consist of the following:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
June 30, 2010 |
|
|
June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
Rs. |
60 |
|
|
Rs. |
80 |
|
Foreign exchange (loss)/gain |
|
|
(224 |
) |
|
|
(84 |
) |
Profit on sale of investments |
|
|
38 |
|
|
|
8 |
|
Interest expense |
|
|
(51 |
) |
|
|
(139 |
) |
|
|
|
|
|
|
|
|
|
Rs. |
(177 |
) |
|
Rs. |
(135 |
) |
|
|
|
|
|
|
|
13. |
|
Share capital and share premium |
During the three months ended June 30, 2010 and June 30, 2009, 298,878 and 198,493 equity
shares, respectively, were issued as a result of the exercise of vested options granted to
employees pursuant to the Dr. Reddys Employees Stock Option Plan-2002 and Dr. Reddys Employees
Stock Option Plan-2007. During the three months ended June 30, 2010, an aggregate of 70,000 options
having an exercise price based upon the fair market value of the underlying shares (or Category A
options) were exercised, with the exercise prices ranging from Rs.362.5 to Rs.442.5, and 228,878
options having an exercise price based upon par value of the underlying shares (or Category B
options) were exercised, with each having an exercise price of Rs.5. The amount of grant date fair
value previously recognized for these options has been transferred from share based payment
reserve to share premium in the unaudited condensed consolidated statement of changes in equity
for the period ended June 30, 2010.
19
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
Basic earnings per share
The calculation of basic earnings per share for the three months ended June 30, 2010 was based
on the profit attributable to equity shareholders of Rs.2,096 (as compared to a profit of Rs.2,445
for the three months ended June 30, 2009) and a weighted average number of equity shares
outstanding during the three months ended June 30, 2010 and three months ended June 30, 2009
calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Issued equity shares as on April 1 |
|
|
168,845,385 |
|
|
|
168,468,777 |
|
Effect of shares issued upon exercise of stock options |
|
|
47,953 |
|
|
|
30,537 |
|
Weighted average number of equity shares at June 30 |
|
|
168,893,338 |
|
|
|
168,499,314 |
|
Diluted earnings per share
The calculation of diluted earnings per share for the three months ended June 30, 2010 was
based on the profit attributable to equity shareholders of Rs.2,096 (as compared to a profit of
Rs.2,445 for the three months ended June 30, 2009) and the weighted average number of equity shares
outstanding during the three months ended June 30, 2010 and three months ended June 30, 2009,
calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Weighted average number of ordinary shares at June 30 (Basic) |
|
|
168,893,338 |
|
|
|
168,499,314 |
|
Effect of stock options outstanding |
|
|
925,421 |
|
|
|
750,158 |
|
Weighted average number of equity shares at June 30 (Diluted) |
|
|
169,818,759 |
|
|
|
169,249,472 |
|
15. |
|
Employee stock incentive plans |
Dr. Reddys Employees Stock Option Plan-2002 (the DRL 2002 Plan):
The Company instituted the DRL 2002 Plan for all eligible employees pursuant to the special
resolution approved by the shareholders in the annual general meeting of shareholders held on
September 24, 2001. The DRL 2002 Plan covers all employees of DRL and its subsidiaries and
directors (excluding promoter directors) of DRL and its subsidiaries (collectively, eligible
employees). The compensation committee of the Board of DRL (the Compensation Committee)
administers the DRL 2002 Plan and grants stock options to eligible employees. The Compensation
Committee determines which eligible employees will receive options, the number of options to be
granted, the exercise price, the vesting period and the exercise period. The vesting period is
determined for all options issued on the date of grant. The options issued under the DRL 2002 Plan
vest in periods ranging between one and four years and generally have a maximum contractual term of
five years.
The DRL 2002 Plan was amended on July 28, 2004 at the annual general meeting of shareholders
to provide for stock option grants in two categories:
Category A: 1,721,700 stock options out of the total of 2,295,478 options reserved for
grant having an exercise price equal to the fair market value of the underlying equity shares on
the date of grant; and
Category B: 573,778 stock options out of the total of 2,295,478 options reserved for
grant having an exercise price equal to the par value of the underlying equity shares (i.e.,
Rs.5 per option).
The DRL 2002 Plan was further amended on July 27, 2005 at the annual general meeting of
shareholders to provide for stock option grants in two categories:
Category A: 300,000 stock options out of the total of 2,295,478 options reserved for
grant having an exercise price equal to the fair market value of the underlying equity shares on
the date of grant; and
Category B: 1,995,478 stock options out of the total of 2,295,478 options reserved for
grant having an exercise price equal to the par value of the underlying equity shares (i.e.,
Rs.5 per option).
20
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
15. |
|
Employee stock incentive plans (continued) |
Under the DRL 2002 Plan, the exercise price of the fair market value options granted under
Category A above is determined based on the average closing price for 30 days prior to the grant in
the stock exchange where there is highest trading volume during that period. Notwithstanding the
foregoing, the Compensation Committee may, after obtaining the approval of the shareholders in the
annual general meeting, grant options with a per share exercise price other than fair market
value and par value of the equity shares.
After the stock split effected in the form of a stock dividend issued by the Company in August
2006, the DRL 2002 Plan provides for stock options granted in the above two categories as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Number of |
|
|
|
|
|
|
Options granted |
|
|
Options granted |
|
|
|
|
|
|
under |
|
|
under |
|
|
|
|
Particulars |
|
Category A |
|
|
Category B |
|
|
Total |
|
Options reserved under original Plan |
|
|
300,000 |
|
|
|
1,995,478 |
|
|
|
2,295,478 |
|
Options exercised prior to stock dividend date (A) |
|
|
94,061 |
|
|
|
147,793 |
|
|
|
241,854 |
|
Balance of shares that can be allotted on exercise of options (B) |
|
|
205,939 |
|
|
|
1,847,685 |
|
|
|
2,053,624 |
|
Options arising from stock dividend (C) |
|
|
205,939 |
|
|
|
1,847,685 |
|
|
|
2,053,624 |
|
Options reserved after stock dividend (A+B+C) |
|
|
505,939 |
|
|
|
3,843,163 |
|
|
|
4,349,102 |
|
In April 2007, certain employees surrendered their par value options under category B of the
DRL 2002 Plan in exchange for par value options under category B of the DRL 2007 Plan (discussed
below). The incremental cost due to such modifications was insignificant.
Dr. Reddys Employees ADR Stock Option Plan-2007 (the DRL 2007 Plan):
The Company instituted the DRL 2007 Plan for all eligible employees in pursuance of the special
resolution approved by the shareholders in the annual general meeting held on July 27, 2005. The
DRL 2007 Plan became effective upon its approval by the
Board of Directors on January 22, 2007. The DRL 2007 Plan covers all employees of DRL and its
subsidiaries and directors (excluding promoter directors) of DRL and its subsidiaries
(collectively, eligible employees). The Compensation Committee administers the DRL 2007 Plan and
grants stock options to eligible employees. The Compensation Committee determines which eligible
employees will receive options, the number of options to be granted, the exercise price, the
vesting period and the exercise period. The vesting period is determined for all options issued on
the date of grant. The options issued under the DRL 2007 plan vest in periods ranging between one
and four years and generally have a maximum contractual term of five years.
The DRL 2007 Plan provides for option grants in two categories:
Category A: 382,695 stock options out of the total of 1,530,779 stock options
reserved for grant having an exercise price equal to the fair market value of the underlying
equity shares on the date of grant; and
Category B: 1,148,084 stock options out of the total of 1,530,779 stock options
reserved for grant having an exercise price equal to the par value of the underlying equity
shares (i.e., Rs.5 per option).
Fringe Benefit Tax Under DRL 2002 Plan and DRL 2007 Plan:
During the year ended March 31, 2008, the Compensation Committee at its meeting held in
October 2007 proposed that the Company would absorb the full liability of any Fringe Benefit Tax
upon exercise of all stock options granted on or prior to October 2007 and that, in respect of new
grants to be made subsequent to that date, the applicable Fringe Benefit Tax would be recovered
from employees upon the exercise of their stock options. Amendments to the DRL 2002 and DRL 2007
Plans reflecting these proposals were approved by the shareholders at the Annual General Meeting
held on July 22, 2008.
During the year ended March 31, 2010, the Government of India through its Finance Act, 2009
abolished the Fringe Benefit Tax, including those applicable to employee share based payments.
Under the Finance Act, 2009, the Fringe Benefit Tax payable by the employer as a result of share
based payments would be replaced by an income tax payable by the employees as a perquisite (as
defined in the Indian Income Tax Act, 1961) based on the value of the underlying share as on the
date of exercise of the options. As a result, the employee becomes the primary obligor to discharge
all tax liabilities that would arise on exercise of such stock options. Consequently, the previous
Fringe Benefit Tax amendments made to the DRL 2002 and DRL 2007 Plans are no longer applicable.
21
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
15. |
|
Employee stock incentive plans (continued) |
Aurigene Discovery Technologies Ltd. Employee Stock Option Plan 2003 (the Aurigene ESOP
Plan):
Aurigene Discovery Technologies Limited (Aurigene), a consolidated subsidiary, adopted the
Aurigene ESOP Plan to provide for issuance of Aurigene stock options to employees of Aurigene and
its subsidiary, Aurigene Discovery Technologies Inc., who have completed one full year of service
with Aurigene or its subsidiary. Aurigene has reserved 4,550,000 of its ordinary shares for
issuance under this plan. Under the Aurigene ESOP Plan, stock options may be granted at an
exercise price as determined by Aurigenes compensation committee. The options issued under the
Aurigene ESOP Plan vest in periods ranging from one to three years, including certain options which
vest immediately on grant, and generally have a maximum contractual term of three years.
During the year ended March 31, 2008, the Aurigene ESOP Plan was amended to increase the total
number of options reserved for issuance to 7,500,000 and to provide for Aurigenes recovery of the
Fringe Benefit Tax from employees upon the exercise of their stock options.
Aurigene Discovery Technologies Ltd. Management Group Stock Grant Plan (the Aurigene
Management Plan):
In the year ended March 31, 2004, Aurigene adopted the Aurigene Management Plan to provide for
issuance of Aurigene stock options to management employees of Aurigene and its subsidiary Aurigene
Discovery Technologies Inc. Aurigene has reserved 2,950,000 of its ordinary shares for issuance
under this plan. Under the Aurigene Management Plan, stock options may be granted at an exercise
price as determined by Aurigenes compensation committee. As of March 31, 2008, there were no
stock options outstanding under the Aurigene Management Plan. The plan was closed by a resolution
of the shareholders in January 2008.
Stock option activity during the period
The terms and conditions of the grants made during the three months ended June 30, 2010 under
the above plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Exercise |
|
|
Vesting |
|
|
|
|
|
|
instruments |
|
|
price |
|
|
period |
|
|
Contractual life |
|
DRL 2002 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
284,070 |
|
|
Rs. |
5.00 |
|
|
|
1 to 4 years |
|
|
5 years |
|
DRL 2007 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
58,660 |
|
|
Rs. |
5.00 |
|
|
|
1 to 4 years |
|
|
5 years |
|
|
Aurigene ESOP Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The terms and conditions of the grants made during the three months ended June 30, 2009 under
the above plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Exercise |
|
|
Vesting |
|
|
|
|
|
|
instruments |
|
|
price |
|
|
period |
|
|
Contractual life |
|
DRL 2002 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
359,840 |
|
|
Rs. |
5.00 |
|
|
|
1 to 4 years |
|
|
5 years |
|
DRL 2007 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
74,600 |
|
|
Rs. |
5.00 |
|
|
|
1 to 4 years |
|
|
5 years |
|
|
Aurigene ESOP Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
15. |
|
Employee stock incentive plans (continued) |
The weighted average inputs used in computing the fair value of such grants were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Expected volatility |
|
|
34.34 |
% |
|
|
36.45 |
% |
Exercise price |
|
Rs. |
5 |
|
|
Rs. |
5 |
|
Option life |
|
2.43 Years |
|
|
2.44 Years |
|
Risk-free interest rate |
|
|
6.04 |
% |
|
|
5.05 |
% |
Expected dividends |
|
|
0.40 |
% |
|
|
0.82 |
% |
Grant date share price |
|
Rs. |
1242.55 |
|
|
Rs. |
612.95 |
|
The fair values of services received in return for share options granted to employees are
measured by reference to the fair value of share options granted. The estimate of the fair value of
the services received is measured based on the Black Scholes model.
For the three months ended June 30, 2010 and 2009, amounts of Rs.66 and Rs.40, respectively,
have been recorded as total employee share based expense under all employee stock incentive plans.
As of June 30, 2010, there was approximately Rs.417 of total unrecognized compensation cost related
to unvested stock options. This cost is expected to be recognized over a weighted-average period
of 3.44 years.
16. |
|
Employee benefit plans |
Gratuity benefits
In accordance with applicable Indian laws, the Company provides for gratuity, a defined
benefit retirement plan (the Gratuity Plan) covering certain categories of employees. The
Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of
employment. The amount of payment is based on the respective employees last drawn salary and the
years of employment with the Company. Effective September 1, 1999, the Company established the
Dr. Reddys Laboratories Gratuity Fund (the Gratuity Fund). Liabilities in respect of the
Gratuity Plan are determined by an actuarial valuation, based upon which the Company makes
contributions to the Gratuity Fund. Trustees administer the contributions made to the Gratuity
Fund. Amounts contributed to the Gratuity Fund are invested in specific securities as mandated by
law and generally consist of federal and state government bonds and debt instruments of
government-owned corporations.
The components of net periodic benefit cost for the three months ended June 30, 2010 and 2009
are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Service cost |
|
Rs. |
16 |
|
|
Rs. |
13 |
|
Interest cost |
|
|
9 |
|
|
|
7 |
|
Expected return on plan assets |
|
|
(8 |
) |
|
|
(6 |
) |
Recognized net actuarial (gain)/loss |
|
|
1 |
|
|
|
2 |
|
|
|
|
|
|
|
|
Net amount recognized |
|
Rs. |
18 |
|
|
Rs. |
16 |
|
|
|
|
|
|
|
|
23
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
16. |
|
Employee benefit plans (continued) |
Pension plan
All employees of Industrias Quimicas Falcon de Mexico S.A. de C.V. (Falcon) are entitled to
a pension plan in the form of a defined benefit plan. The pension plan provides a payment to
vested employees at retirement or termination of employment. This payment is based on the
employees integrated salary and is paid in the form of a monthly pension over a period of 20 years
computed based on a predefined formula. Liabilities in respect of the pension plan are determined
by an actuarial valuation, based upon which the Company makes contributions to the pension plan
fund. This fund is administered by a third party who is provided guidance by a technical committee
formed by senior employees of Falcon.
The components of net periodic benefit cost for the three months ended June 30, 2010 and 2009 are
as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Service cost |
|
Rs. |
4 |
|
|
Rs. |
3 |
|
Interest cost |
|
|
6 |
|
|
|
6 |
|
Expected return on plan assets |
|
|
(7 |
) |
|
|
(5 |
) |
Recognized net actuarial (gain)/loss |
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
Net amount recognized |
|
Rs. |
5 |
|
|
Rs. |
6 |
|
|
|
|
|
|
|
|
Long service benefit recognitions
During the year ended March 31, 2010, the Company introduced a new post-employment defined
benefit scheme under which all eligible employees of the parent company who have completed the
specified service tenure with the parent company would be eligible for a Long Service Cash Award
at the time of their employment separation. The amount of such cash payment would be based on the
respective employees last drawn salary and the specified number of years of employment with the
parent company. Accordingly the Company has valued the liability through an independent actuary.
The components of net periodic benefit cost for the three months ended June 30, 2010 and 2009
are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Service cost |
|
Rs. |
2 |
|
|
Rs. |
|
|
Interest cost |
|
|
1 |
|
|
|
|
|
Expected return on plan assets |
|
|
|
|
|
|
|
|
Recognized net actuarial (gain)/loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
Rs. |
3 |
|
|
Rs. |
|
|
|
|
|
|
|
|
|
Severance payments of German subsidiaries
In Germany, many statutory health insurance funds (SHI funds) and other health insurance
providers have been announcing new competitive bidding tenders which continue to cause pressure on
the Companys existing level of revenues due to a steep decrease in product prices. The Company
believes that this is leading to a business model of high volumes and low margins in the German
generic pharmaceutical market.
On account of these developments, during the year ended March 31, 2010 the Company
implemented workforce reductions and restructuring of the Companys German subsidiaries, betapharm
Arzneimittel GmbH (betapharm) and Reddy Holding GmbH, to achieve a more sustainable workforce
structure in light of the current situation within the German generic pharmaceuticals industry.
Accordingly, during the year ended March 31, 2010, the management and the works councils (i.e.,
organizations representing workers) of betapharm and Reddy Holding GmbH entered into
reconciliation of interest agreements, that set out the overall termination benefits payable to
identified employees. Accordingly, an amount of Rs.885 (Euro 13.2) was recorded as termination
benefits included as part of Selling, general and administrative expenses in the consolidated
income statement for the year ended March 31, 2010. Rs.435 (Euro 6.6) of such severance payments
were recorded during the six months ended September 30, 2009.
24
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
Income tax expenses are recognized based on the Companys best estimate of the average annual
income tax rate for the fiscal year applied to the pre-tax income of the interim period. The
Companys consolidated effective tax rate for the three months ended June 30, 2010 and June 30,
2009 was 14.55 % and 22.90%, respectively.
The difference between the estimated average annual effective income tax rate and the enacted
tax rate is accounted for by a number of factors, including the effect of differences between
Indian and foreign tax rates, expenses that are not deductible for tax purposes, income exempted
from income taxes, effects of changes in tax laws and rates, and the effects of minimum alternate
taxes.
The decrease in the effective tax rate for the three months ended June 30, 2010, as compared
to the three months ended June 30, 2009, is primarily attributable to the following factors:
|
|
|
enhanced weighted deduction on the projected research and development expense for the
year ended March 31, 2011; and |
|
|
|
during the three months ended June 30, 2009, the effective tax rate included higher
projected profits in jurisdictions with higher tax rates, on account of market
exclusivity on certain products, which circumstances did not exist during the three
months ended June 30, 2010. |
The total tax benefit recognized directly in the equity is Rs.271 for the three months ended
June 30, 2010 as compared to a tax expense of Rs.108 for the three months ended June 30, 2009.
During the year ended March 31, 2010, the German tax authorities concluded their preliminary
tax audits for betapharm, covering the fiscal years 2001 to 2004, and have objected to certain tax
positions taken in those years income tax returns filed by betapharm. Managements best estimate
of the additional tax liability that could arise on conclusion of the tax audits, which is expected
to be completed in the near future, is Rs.302 (EUR 5). Accordingly, the Company has recorded the
amount as additional current tax expense in the income statement for the year ending March 31,
2010. Included as part of the Companys acquisition of betapharm during the year ended March 31,
2006 were certain pre-existing income tax contingencies pertaining to betapharm for the fiscal
periods prior to the date of the closing of the acquisition (in March 2006). Accordingly, the terms
of the Sale and Purchase Agreement provided that a certain portion of the purchase consideration
amounting to Rs.324 (EUR 6) would be set aside in an escrow account, to be set off against certain
indemnity claims by the Company in respect of legal and tax matters that may arise covering such
pre-acquisition periods. The right to make tax related indemnity claims under the Sale and
Purchase Agreement only applies with respect to taxable periods from January 1, 2004 until November
30, 2005, and lapses and is time barred at the end of the seven year anniversary of the closing of
the acquisition (in March 2013). To the extent that the tax audits cover periods not subject to
the indemnity rights under the Sale and Purchase Agreement, the Company has additional indemnity
rights pursuant to a tax indemnity agreement with Santo Holdings, the owner of betapharm prior to
3i Group plc.
Upon receipt of such preliminary tax demands, the Company initiated the process of exercising
its indemnity rights against the sellers of betapharm and has concluded that, as of March 31, 2010,
the Companys recovery of the full tax amounts demanded by the German tax authorities is virtually
certain. Accordingly, a separate asset amounting to Rs.302 (EUR 5), representing such indemnity
rights against the sellers, has been recorded as part of other assets in the statement of
financial position, with a corresponding credit to the current tax expense.
There are certain income-tax related legal proceedings that are pending against the Company.
Potential liabilities, if any, have been adequately provided for, and the Company does not
currently estimate any material incremental tax liability in respect of these matters.
18. |
|
Acquisition of non-controlling interests |
Aurigene Discovery Technologies Limited
During the year ended March 31, 2010, 1,899,943 options issued under the Aurigene ESOP Plan
were exercised by employees and, accordingly, a corresponding number of equity shares of Aurigene
Discovery Technologies Limited were issued, consequently giving rise to a non-controlling interest
in the existing wholly-owned subsidiary Aurigene Discovery Technologies Limited.
Immediately following the issuance of such shares, the Company acquired them from the holders
at a price of Rs.46 per share. Acquisition of the non-controlling interest has been recorded as a
treasury transaction as part of the Unaudited Condensed Consolidated Interim Statement of Changes
in Equity, as it represents changes in ownership interest without the loss of control by the
Company. The difference between the carrying value of such non-controlling interest and the
consideration paid by the Company is recognized as a reduction from retained earnings and
attributed to the shareholders of the Company.
25
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
18. |
|
Acquisition of non-controlling interests (continued) |
Dr. Reddys Laboratories (Australia) Pty. Limited
During the year ended March 31, 2010, the Company entered into an agreement with Biogenerics
Australia Pty. Limited for the
acquisition of their non-controlling interest in Dr. Reddys Laboratories (Australia) Pty.
Limited (DRLA). The total purchase consideration is to be Rs.37 (AUD 1), which includes an
amount of Rs.25 which is contingent upon DRLA achieving certain sales targets on or before December
31, 2010 or upon the listing of a certain number of products under the Pharmaceutical Benefit
Scheme in Australia by March 31, 2012.
Acquisition of the non-controlling interest has been recorded as a treasury transaction as
part of the Unaudited Condensed Consolidated Interim Statement of Changes in Equity, as it
represents changes in ownership interest without the loss of control by the Company. The difference
between the carrying value of such non-controlling interest and the consideration paid by the
Company is recognized as a reduction from retained earnings and attributed to the shareholders of
the Company.
The Company has entered into transactions with the following related parties:
|
|
|
Diana Hotels Limited for availing hotel services; |
|
|
|
|
A.R. Life Sciences Private Limited for availing processing services of raw materials and
intermediates; |
|
|
|
|
Dr. Reddys Holdings Limited for the purchase and sale of active pharmaceutical ingredients; |
|
|
|
|
Dr. Reddys Foundation for Human and Social Development towards contributions for social
development; |
|
|
|
|
Institute of Life Science towards contributions for social development; |
|
|
|
|
K.K. Enterprises for availing packaging services for formulation products; |
|
|
|
|
SR Enterprises for transportation services; and |
|
|
|
|
Dr. Reddys Laboratories Gratuity Fund. |
These are enterprises over which key management personnel have control or significant
influence (significant interest entities). Key management personnel consists of the Companys
Directors and Management council members.
The Company has also entered into transactions with its joint venture Kunshan Rotam Reddy
Pharmaceuticals Co. Limited (Reddy Kunshan). These transactions are in the nature of purchase of
active pharmaceutical ingredients by the Company from Reddy Kunshan.
The Company has also entered into cancellable operating lease transactions with key management
personnel and their relatives.
The Company contributes to the Dr. Reddys Laboratories Gratuity Fund (the Gratuity Fund),
which maintains the plan assets of the Companys Gratuity Plan for the benefit of its employees.
The following is a summary of significant related party transactions:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Purchases from significant interest entities |
|
Rs. |
60 |
|
|
Rs. |
68 |
|
Sales to significant interest entities |
|
|
27 |
|
|
|
21 |
|
Contribution to a significant interest entity towards social development |
|
|
26 |
|
|
|
48 |
|
Lease rental paid under cancellable operating leases to key management
personnel and their relatives |
|
|
7 |
|
|
|
7 |
|
Hotel expenses paid |
|
|
7 |
|
|
|
2 |
|
26
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
19. |
|
Related parties (continued) |
The following table describes the components of compensation paid to key management personnel:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
June 30, |
|
Particulars |
|
2010 |
|
|
2009 |
|
Salaries |
|
Rs. |
64 |
|
|
Rs. |
107 |
|
Commission* |
|
|
86 |
|
|
|
75 |
|
Other perquisites |
|
|
1 |
|
|
|
|
|
Contributions to defined contribution plans |
|
|
2 |
|
|
|
3 |
|
Share-based payments |
|
|
13 |
|
|
|
7 |
|
|
|
|
|
|
|
|
Total |
|
Rs. |
166 |
|
|
Rs. |
192 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Accrued based on profit as of the applicable date in accordance with the terms of employment. |
Some of the key management personnel of the Company are also covered under the Companys
Gratuity Plan along with the other employees of the Company. Proportionate amounts of gratuity
accrued under the Companys Gratuity Plan have not been separately computed or included in the
above disclosure.
The Company had the following amounts due from related parties:
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
June 30, 2010 |
|
|
March 31, 2010 |
|
Significant interest entities |
|
Rs. |
29 |
|
|
Rs. |
44 |
|
Key management personnel |
|
|
5 |
|
|
|
5 |
|
As at March 31, 2010, the Company had advanced an amount of Rs.1,447 for the purchase of land
from a significant interest entity, which was disclosed as part of capital work-in-progress and
included in the property, plant and equipment in the Companys audited consolidated financial
statements for the year ended March 31, 2010. The acquisition of such land was expected to be
consummated through the acquisition of shares of a special purpose entity that was formed through a
court approved scheme of arrangement during the year ended March 31, 2010.
During the three months ended June 30, 2010, the Company has completed the acquisition of this
special purpose entity and has therefore obtained control over the land. Consequently, an equal
amount of Rs.1,447 has been classified out of capital work-in-progress and included as cost of
land acquired as at June 30, 2010.
The Company had the following amounts due to related parties:
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
June 30, 2010 |
|
|
March 31, 2010 |
|
Significant interest entities |
|
Rs. |
8 |
|
|
Rs. |
20 |
|
27
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
20. |
|
Disclosure of Expenses by Nature |
The
following table discloses the details of certain expenses incurred by their nature.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2010 |
|
|
|
|
|
|
|
Selling, general and |
|
|
Research and |
|
|
|
|
|
|
Cost of |
|
|
administrative |
|
|
development |
|
|
|
|
Particulars |
|
revenues |
|
|
expenses |
|
|
expenses |
|
|
Total |
|
Employee benefits* |
|
Rs. |
1,174 |
|
|
Rs. |
1,782 |
|
|
Rs. |
257 |
|
|
Rs. |
3,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
505 |
|
|
|
393 |
|
|
|
78 |
|
|
|
976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2009 |
|
|
|
|
|
|
|
Selling, general and |
|
|
Research and |
|
|
|
|
|
|
Cost of |
|
|
administrative |
|
|
development |
|
|
|
|
Particulars |
|
revenues |
|
|
expenses |
|
|
expenses |
|
|
Total |
|
Employee benefits* |
|
Rs. |
945 |
|
|
Rs. |
2,219 |
|
|
Rs. |
241 |
|
|
Rs. |
3,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
427 |
|
|
|
616 |
|
|
|
91 |
|
|
|
1,134 |
|
|
|
|
* |
|
Employee benefits include all forms of consideration given by an entity in exchange for
services rendered by employees. |
On March 31, 2010 the Companys Board of Directors approved a scheme for the issuance of bonus
debentures that would be effected by capitalization of the retained earnings, subject to the
successful receipt of the necessary approvals of the Companys shareholders, the High Court of
Andhra Pradesh, India and other identified regulatory authorities as mentioned in the proposed
scheme. On May 28, 2010 a general meeting of the Companys shareholders was held in which the
proposed bonus debenture scheme was approved. The proposed bonus debenture scheme entails the
issuance and allotment of unsecured, non-convertible, redeemable, fully paid up (i.e., the
shareholders need not pay any amounts to receive them) bonus debentures carrying a face value of
Rs.5 each (bonus debentures) to the shareholders of the Company, in the ratio of 6 bonus
debentures for each equity share held by them, on a date to be determined in future. The bonus
debentures will carry a coupon rate (to be determined in the future) that is to be paid annually.
Additionally, these bonus debentures would be redeemable upon election at the end of 36 months from
the initial date of issuance. No adjustments have been recorded for this proposed scheme in these
unaudited condensed consolidated interim financial statements, as the proposed bonus debenture
scheme will become effective only after the successful receipt of approvals from the High Court of
Andhra Pradesh, India and other identified regulatory authorities as mentioned in the proposed
scheme. On July 19, 2010, the Company received the High Courts approval to the scheme and the
Company concurrently made applications to the other regulatory authorities in order to seek the
necessary approvals to effectuate the scheme.
In relation to the above mentioned scheme, during the three months ended June 30, 2010, the
Company incurred Rs.28 of directly attributable transaction cost payable to financial advisors. The
amount has been disclosed as a prepayment in the statement of financial position pending the
issuance of such financial instruments. On issuance of these financial instruments, such directly
attributable transaction costs would be recorded as a reduction from the initial measured amount.
28
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
22. |
|
Sale of Dossiers and Marketing Authorizations |
On June 30, 2010, the Company entered into an asset purchase agreement with GlaxoSmithKline
Trading Services Limited (GSK Brazil) for the sale and transfer of marketing authorizations,
underlying dossiers (i.e., the product information) and other
business information relating to a portfolio of products that are currently being marketed in
the Brazilian territory by the Company through its wholly owned subsidiary, Dr. Reddys
Farmaceutica do Brasil Ltda.
The total consideration which GSK will pay to the Company under this agreement is Rs.604
(U.S.$13), of which U.S.$4 is an up-front payment, and pertains to currently marketed products, the
dossiers for which have been filed with the National Health Surveillance Agency of Brazil (also
known as ANVISA) by the Company. In addition, U.S.$9 is in the form of payments contingent upon
the satisfaction of certain milestone events, and pertains to products that are currently under
development.
Concurrently, the Company also entered into a distribution and supply agreement with GSK
Brazil, whereby GSK Brazil has agreed to purchase all its requirements for the final products which
underlie the transferred marketing authorizations, exclusively from the Company, for a period of 3
years effective from the closing of the asset purchase agreement, unless the Company persistently
fails to supply the final products in accordance to the terms mentioned by GSK Brazil.
Through these contracts, the Company and GSK Brazil intend to foster a collaborative effort
between them, whereby certain selected final products available with the Company would be licensed
to GSK Brazil, who in turn would apply for the requisite regulatory approvals for affecting the
sales of such products across the identified territory. Profits made under such arrangement would
be shared between the Company and GSK Brazil in accordance with the pre-determined ratio set forth
in the agreement.
In order to appropriately reflect the overall commercial effect of the arrangement, the asset
purchase agreement and the agreement for the distribution and supply of final products for 3 years
have been combined as a single unit of accounting, as the transfer of marketing authorizations
under the asset purchase agreement does not culminate into a separate revenue generating activity
and is dependent of the performance obligation under the distribution and supply arrangements.
Accordingly, the upfront payment of Rs.186 (U.S.$4) has been deferred and disclosed as part of
other liabilities in the Unaudited Condensed Consolidated Interim
Financial Statements, to be
recognized over the 3 year period of the product supply under the distribution and supply
arrangements.
Litigations, etc.
The Company is involved in disputes, lawsuits, claims, governmental and/or regulatory
inspections, inquiries, investigations and proceedings, including patent and commercial matters
that arise from time to time in the ordinary course of business. The more significant matters are
discussed below. Most of the claims involve complex issues. Often, these issues are subject to
uncertainties and therefore the probability of a loss, if any, being sustained and an estimate of
the amount of any loss is difficult to ascertain. Consequently, for a majority of these claims, it
is not possible to make a reasonable estimate of the expected financial effect, if any, that will
result from ultimate resolution of the proceedings. This is due to a number of factors, including:
the stage of the proceedings (in many cases trial dates have not been set) and the overall length
and extent of pre-trial discovery; the entitlement of the parties to an action to appeal a
decision; clarity as to theories of liability; damages and governing law; uncertainties in timing
of litigation; and the possible need for further legal proceedings to establish the appropriate
amount of damages, if any. In these cases, the Company discloses information with respect to the
nature and facts of the case. The Company also believes that disclosure of the amount sought by
plaintiffs, if that is known, would not be meaningful with respect to those legal proceedings.
Although there can be no assurance regarding the outcome of any of the legal proceedings or
investigations referred to in this Note 23 to the unaudited condensed consolidated interim
financial statements, the Company does not expect them to have a materially adverse effect on its
financial position. However, if one or more of such proceedings were to result in judgments against
the Company, such judgments could be material to its results of operations in a given period.
Product and patent related matters
Norfloxacin litigation
The Company manufactures and distributes Norfloxacin, a formulations product. Under the Drugs
Prices Control Order (the DPCO), the Government of India has the authority to designate a
pharmaceutical product as a specified product and fix the maximum selling price for such product.
In 1995, the Government of India issued a notification and designated Norfloxacin as a specified
product and fixed the maximum selling price. In 1996, the Company filed a statutory Form III
before the Government of
India for the upward revision of the maximum selling price and a legal suit in the Andhra Pradesh
High Court (the High Court) challenging the validity of the designation on the grounds that the
applicable rules of the DPCO were not complied with while fixing the maximum selling price. The
High Court had previously granted an interim order in favor of the Company; however it subsequently
dismissed the case in April 2004. The Company filed a review petition in the High Court in April
2004 which was also dismissed by the High Court in October 2004. Subsequently, the Company appealed
to the Supreme Court of India, New Delhi (the Supreme Court) by filing a Special Leave Petition,
which is currently pending.
29
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
23. |
|
Contingencies (continued) |
Product and patent related matters (continued)
During the year ended March 31, 2006, the Company received a notice from the Government of
India demanding the recovery of the price charged by the Company for sales of Norfloxacin in excess
of the maximum selling price fixed by the Government of India, amounting to Rs.285 including
interest thereon. The Company filed a writ petition in the High Court challenging this demand
order. The High Court admitted the writ petition and granted an interim order, directing the
Company to deposit 50% of the principal amount claimed by the Government of India, which amounted
to Rs.77. The Company deposited this amount with the Government of India in November 2005 and is
awaiting the outcome of its appeal with the Supreme Court. In February 2008, the High Court
directed the Company to deposit an additional amount of Rs.30, which was deposited by the Company
in March 2008. Additionally, in November 2010, the High Court allowed the Companys application to
include additional legal grounds that the Company believes will strengthen its defense against the
demand. The Company has fully provided for the potential liability related to the principal amount
demanded by the Government of India. In the event the Company is unsuccessful in its litigation in
the Supreme Court, it will be required to remit the sale proceeds in excess of the maximum selling
price to the Government of India including penalties or interest, if any, which amounts are not
readily ascertainable.
Styptovit-K Competition Appellate Tribunal Investigation
During the three months ended June 30, 2010, the Competition Appellate Tribunal of India
issued a preliminary notice of inquiry alleging that the Company engaged in an unfair trade
practice with respect to the manufacture and marketing of Styptovit and Styptovit-K (the Companys
branded versions of adrenochrome monosemicarbazone-ascorbic acid-calcium phosphate-menadione-rutin)
by launching new versions of these products which omitted any active pharmaceutical ingredients
which would have caused them to be subject to price control under Indian law. On November 30, 2010,
the Competition Appellate Tribunal of India dismissed the case.
Fexofenadine United States litigation
In April 2006, the Company launched its fexofenadine hydrochloride 30 mg, 60 mg and 180 mg
tablet products, which are generic versions of Sanofi-Aventis (Aventis) Allegra® tablets. The
Company is presently defending patent infringement actions brought by Aventis and Albany Molecular
Research (AMR) in the United States District Court for the District of New Jersey. There are
three formulation patents, three method of use patents, and three synthetic process patents which
are at issue in the litigation. The Company has obtained summary judgment with respect to two of
the formulation patents. Teva Pharmaceuticals Industries Limited (Teva) and Barr Pharmaceuticals,
Inc. (Barr) were defending a similar action in the same court. In September 2005, pursuant to an
agreement with Barr, Teva launched its fexofenadine hydrochloride 30 mg, 60 mg and 180 mg tablet
products, which are AB-rated (bioequivalent) to Aventis Allegra® tablets. Aventis brought patent
infringement actions against Teva and its active pharmaceutical ingredients (API) supplier in the
United States District Court for the District of New Jersey. There were three formulation patents,
three use patents, and two API patents at issue in the litigation. Teva obtained summary judgment
in respect of each of the formulation patents. On January 27, 2006, the District Court denied
Aventis motion for a preliminary injunction against Teva and its API supplier on the three use
patents, finding those patents likely to be invalid, and one of the API patents, finding that
patent likely to be not infringed. The issues presented during Tevas hearing are likely to be
substantially similar to those which will be presented with respect to the Companys fexofenadine
hydrochloride tablet products.
Subsequent to the preliminary injunction hearing, Aventis sued Teva and Barr for infringement
of a new patent claiming polymorphic forms of fexofenadine. The Company utilizes an internally
developed polymorph and has not been sued for infringement of the new patent. On November 18, 2008,
Teva and Barr announced settlement of their litigation with Aventis. On September 9, 2009, AMR
added a new process patent to the litigation. This new process patent is related to the
manufacturing of the active ingredient contained in the group of tablets being sold under the
Allegra® franchise (which include Allegra®, Allegra-D 12® and Allegra-D 24®). Subsequent to the
receipt of the U.S. FDA approval in March 2010 for the Companys ANDA relating to
fexofenadine-pseudoephedrine higher strength (the generic version of Allegra-D 24®), AMR and
Aventis sought a preliminary injunction against the Company in the District Court of New Jersey to
withhold the launch of the Companys product.
30
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
23. |
|
Contingencies (continued) |
Product and patent related matters (continued)
On June 12, 2010, the United States District Court of New Jersey granted a preliminary
injunction to AMR and Aventis, prohibiting the Company from launching a generic version of
fexofenadine-pseudoephedrine higher strength. A trial is scheduled to begin on January 31, 2011,
wherein the Company will defend its rights with respect to both the pseudoephedrine combination and
the plain fexofenadine tablets. If Aventis is ultimately successful in its allegation of patent
infringement, the Company could be required to pay damages related to fexofenadine hydrochloride
tablet sales made by the Company, and could also be prohibited from selling these products in the
future.
Alendronate Sodium, Germany litigation
In February 2006, MSD Overseas Manufacturing Co. (MSD), an entity affiliated with Merck & Co
Inc. (Merck), initiated infringement proceedings against betapharm before the German Civil Court
of Mannheim alleging infringement of the supplementary protection certificate on the basic patent
for Fosamax® (MSDs brand name for alendronate sodium). betapharm and some other
companies are selling generic versions of this product in Germany. MSDs patent, which expired
in April 2008, was nullified in June 2006 by the German Federal Patent Court. However, MSD filed an
appeal against this decision at the German Federal Supreme Court. The German Civil Court of
Mannheim decided to stay the proceedings against betapharm until the German Federal Supreme Court
has decided upon the validity of the patent.
In March 2007, the European Patent Office granted Merck a patent, which will expire on July
17, 2018, covering the use of alendronate for the treatment of osteoporosis (the new patent).
betapharm filed protective writs to prevent a preliminary injunction without a hearing. betapharm
also filed an opposition against this new patent at the European Patent Office, which revoked the
new patent on March 18, 2009. Merck filed notice of appeal of such revocation, and a final decision
is not expected before 2011. In August 2007, Merck initiated patent infringement proceedings
against betapharm before the German civil court of Düsseldorf, which decided to stay the
proceedings until a final decision of the European Patent Office is rendered. There are other
jurisdictions within Europe where the new patent has already been revoked. As a result of this, the
Company continues selling its generic version of Fosamax. If Merck is ultimately successful in its
allegations of patent infringement, the Company could be required to pay damages related to the
above product sales made by the Company, and could also be prohibited from selling these products
in the future.
Oxycodon, Germany litigation
The Company is aware of litigation with respect to one of its suppliers for oxycodon, which is
sold by the Company and other generic pharmaceutical companies in Germany. In April 2007, a German
trial court rejected an application for an interim order by the innovator company against the
Companys supplier. The innovator has filed an infringement suit of formulation patents against the
Companys supplier in the German Civil Court of Mannheim as well as in Switzerland (where the
product is manufactured). The Companys supplier and all licensees have filed a nullity petition at
the German Federal Patent Court, and have also filed a Declaration of Intervention Against at the
European Patent Office. The German court in Mannheim decided that the Companys suppliers product
is non-infringing, but the innovator appealed the decision. The appeal is pending and the decision
is expected after November, 2010. As of June 30, 2010, based on a legal evaluation, the Company
continued to sell this product.
Olanzapine, Canada litigation
The Company supplies certain generic products, including olanzapine tablets (the generic
version of Eli Lillys Zyprexa® tablets), to Pharmascience, Inc. for sale in Canada. Several
generic pharmaceutical manufacturers have challenged the validity of the Zyprexa® patents in
Canada. In June 2007, the Canadian Federal Court held that the invalidity allegation of one such
challenger, Novopharm Ltd., was justified and denied Eli Lillys request for an order prohibiting
sale of the product. Eli Lilly responded by suing Novopharm for patent infringement. Eli Lilly also
sued Pharmascience for patent infringement, but that litigation was dismissed after the parties
agreed to be bound by the final outcome in the Novopharm case. As reflected in Eli Lillys
regulatory filings, the settlement allows Pharmascience to market olanzapine tablets subject to a
contingent damages obligation should Eli Lilly be successful in its litigation against Novopharm.
The Companys agreement with Pharmascience includes a provision under which the Company shares a
portion of all cost and expense incurred as a result of settling lawsuits or paying damages that
arise as a consequence of selling the products. For the preceding reasons, the Company is exposed
to potential damages in an amount that may equal the Companys profit share derived from sale of
the product.
31
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
23. |
|
Contingencies (continued) |
Product and patent related matters (continued)
During October 2009, the Canadian Federal Court decided, in the Novopharm case, that Eli
Lillys patent for Zyprexa is invalid. This decision was, however, reversed in part by the Federal
Court of Appeal on July 21, 2010 and remanded for further consideration. Pending the final
decision, the Company continues to sell the product to Pharmascience and remains exposed to
potential damages Because the Canadian Federal Courts decision on Eli Lillys appeal is pending,
the Companys management continues to believe that the outcome of this litigation cannot be
predicted. However, if Eli Lilly is ultimately successful in its allegations of patent
infringement against Novopharm, the Company could be required to repay Pharmascience a portion of
the damages it incurs related to the above product sales.
Erlotinib, India litigation
The Company launched Tyrokinin tablets (Erlotinib Hydrochrolride-150 mg, a generic version of
Roches Tarceva®) in India in January 2010. The Company sources this product from Natco Pharma Ltd
(NATCO). Roche sued the Company and NATCO for infringement of the erlotinib product patent in the
High Court of Delhi and sought an injunction restraining the sale of the product. The matter came
up for hearing on April 8, 2010 before the High Court of Delhi, on which date the Company filed its
written statement and counter. The High Court of Delhi heard the matter and no interim injunction
orders were issued, and subsequently, the Company sought and was granted further time for filing
of the replication to the counter claim; a separate counterclaim has also been
filed on similar grounds with the IPAB. Further, the High Court of Delhi allowed the Companys
request of summoning the Delhi Patent office records relating to the case. The matter is posted for
hearing on October 21, 2010
Roche is also currently litigating on the same product in the High Court of Delhi, against
Cipla, who has been selling this product since January 2008. If Roche is ultimately successful in
its allegations of patent infringement, the Company could be required to pay damages related to the
product sales made by the Company, and could also be prohibited from selling these products in the
future. Based upon a legal evaluation, the Company continues to sell this product.
Ceragenix Bankruptcy Litigation
In November 2007, the Company had entered into a Distribution and Supply Agreement with
Ceragenix Pharmaceuticals, Inc. and Ceragenix Corporation (collectively, Ceragenix.). Under this
agreement, the Company had made up-front and milestone payments of U.S.$ 5 and commenced
distribution of the dermatological product EpiCeram, a skin barrier emulsion device, in the United
States and its territories. As on September 30, 2010, the Company is carrying a balance intangible
value of U.S.$3.4 relating to these payments.
In June 2010, Ceragenix (both entities) filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code. In July 2010, Ceragenix filed a motion for entry of an interim order and,
subsequently, filed a motion for entry of a final order inter alia authorizing the execution of an
asset purchase agreement (executed on November 10, 2010) with PuraCap Pharmaceutical LLC to sell,
among other things, the patent license, certain business assets and intellectual property relating
to EpiCeram. The Company is objecting to the proposed sale on various grounds and is taking
necessary actions to protect its rights under the agreement. The ruling from the Bankruptcy Court
is expected in December 2010. The rights of the Company under this agreement will be evaluated
after the final decision of the court including any consequential
impact on the carrying value of the intangible asset, if any.
Environmental matter
The Indian Council for Environmental Legal Action filed a writ in 1989 under Article 32 of the
Constitution of India against the Union of India and others in the Supreme Court of India for the
safety of people living in the Patancheru and Bollarum areas of Medak district of Andhra Pradesh.
The Company has been named in the list of polluting industries. In 1996, the Andhra Pradesh
District Judge proposed that the polluting industries compensate farmers in the Patancheru,
Bollarum and Jeedimetla areas for discharging effluents which damaged the farmers agricultural
land. The compensation was fixed at Rs.1.30 per acre for dry land and Rs.1.70 per acre for wet
land. Accordingly, the Company has paid a total compensation of Rs.3. The matter is pending in the
courts and the possibility of additional liability is remote. The Company would not be able to
recover the compensation paid, even if the decision of the court is in favor of the Company.
32
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
23. |
|
Contingencies (continued) |
Indirect taxes related matter
During the year ended March 31, 2003, the Central Excise Authorities of India (the Authorities)
issued a demand notice to a vendor of the Company regarding the assessable value of products
supplied by this vendor to the Company. The Company has been named as a co-defendant in this demand
notice. The Authorities demanded payment of Rs.176 from the vendor, including penalties of Rs.90.
Through the same notice, the Authorities issued a penalty claim of Rs.70 against the Company.
During the year ended March 31, 2005, the Authorities issued an additional notice to this vendor
demanding Rs.226 from the vendor, including a penalty of Rs.51. Through the same notice, the
Authorities issued a penalty claim of Rs.7 against the Company. Furthermore, during the year ended
March 31, 2006, the Authorities issued an additional notice to this vendor demanding Rs.34. The
Company has filed appeals against these notices. In August and September 2006, the Company attended
the hearings conducted by the Customs, Excise and Service Tax Appellate Tribunal (the CESTAT) on
this matter. In October 2006, the CESTAT passed an order in favor of the Company setting aside all
of the above demand notices. In July 2007, the Authorities appealed against CESTATs order in the
Supreme Court of India, New Delhi. The matter is pending in the Supreme Court of India, New Delhi.
Regulatory matter
In November 2007, the Attorneys General of the State of Florida and the Commonwealth of Virginia
each issued subpoenas to the Companys U.S. subsidiary, Dr. Reddys Laboratories, Inc. (DRLI). In
March 2008, the Attorney General of the State of Michigan issued a Civil Investigative Demand
(CID) to DRLI. These subpoenas and the CID generally required the production of documents and
information relating to the development, sales and marketing of the products ranitidine, fluoxetine
and buspirone, all of which were sold by Par Pharmaceuticals Inc. (Par) pursuant to an agreement
between Par and DRLI. DRLI has responded to the initial
requests and is in the process of responding to subsequent requests and will continue to cooperate
with the Attorneys General in these investigations.
Other
Additionally, the Company and its affiliates are involved in other disputes, lawsuits, claims,
governmental and/or regulatory inspections, inquiries, investigations and proceedings, including
patent and commercial matters that arise from time to time in the ordinary course of business. The
Company does not believe that there are any such pending matters that will have any material
adverse effect on its financial position, results of operations or cash flows in any given
accounting period.
Acquisition of non-controlling interest in Dr. Reddys Laboratories (Proprietary) Limited
During the three months ended September 30, 2010, the Company acquired the non-controlling
interest of 40% in Dr. Reddys Laboratories (Proprietary) Limited from Calshelf Investments 214
(Proprietary) Limited. The total purchase consideration was Rs.524 (ZAR 81). Dr. Reddys
Laboratories (Proprietary) Limited is now a wholly-owned subsidiary of the Company.
Agreement to acquire manufacturing site in the United States
On November 22, 2010, the Company and GlaxoSmithkline Plc (GSK), entered into an agreement
for the Company to acquire GSKs oral penicillin facility located in the United States and the
rights over certain GSK product portfolios. The transaction is expected to be consummated before
June 30, 2011.
33
ITEM
2. OPERATING AND FINANCIAL REVIEW, AND TREND INFORMATION
The
following discussion and analysis should be read in conjunction with
the Audited Condensed
Consolidated Financial Statements, the related cash flow statements and notes, and the
Operating and Financial Review and Prospects included in our Annual Report on Form 20-F for the
fiscal year ended March 31, 2010, all of which is on file with the SEC (collectively, our Form
20-F) and the unaudited condensed consolidated interim financial statements contained in this
report on Form 6-K and the related statement of cash flow and notes (collectively, the Financial
Statements).
This discussion contains forward-looking statements that involve risks and uncertainties. When
used in this discussion, the words anticipate, believe, estimate, intend, will and
expect and other similar expressions as they relate to us or our business are intended to
identify such forward-looking statements. We undertake no obligation to publicly update or revise
the forward-looking statements, whether as a result of new information, future events, or
otherwise. Actual results, performances or achievements could differ materially from those
expressed or implied in such forward-looking statements. Factors that could cause or contribute to
such differences include those described under the heading Risk Factors in our Form 20-F. Readers
are cautioned not to place reliance on these forward-looking statements that speak only as of their
dates.
Three months ended June 30, 2010 compared to the three months ended June 30, 2009
The following table sets forth, for the periods indicated, our consolidated revenues and gross
profits by segment:
(Rs.in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2010 |
|
|
Three months ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
profit % |
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
profit % |
|
|
|
|
|
|
|
% to |
|
|
Gross |
|
|
to |
|
|
|
|
|
|
% to |
|
|
Gross |
|
|
to |
|
|
|
Revenues |
|
|
total |
|
|
profit |
|
|
revenues |
|
|
Revenues |
|
|
total |
|
|
profit |
|
|
revenues |
|
Global Generics |
|
Rs. |
11,917 |
|
|
|
71 |
% |
|
Rs. |
7,735 |
|
|
|
65 |
% |
|
Rs. |
13,020 |
|
|
|
71 |
% |
|
Rs. |
8,313 |
|
|
|
64 |
% |
Pharmaceutical
Services and
Active Ingredients |
|
|
4,499 |
|
|
|
27 |
% |
|
|
1,002 |
|
|
|
22 |
% |
|
|
4,869 |
|
|
|
27 |
% |
|
|
1,704 |
|
|
|
35 |
% |
Proprietary Products |
|
|
122 |
|
|
|
|
|
|
|
80 |
|
|
|
66 |
% |
|
|
112 |
|
|
|
1 |
% |
|
|
73 |
|
|
|
65 |
% |
Others |
|
|
293 |
|
|
|
2 |
% |
|
|
97 |
|
|
|
33 |
% |
|
|
188 |
|
|
|
1 |
% |
|
|
82 |
|
|
|
44 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Rs. |
16,831 |
|
|
|
100 |
% |
|
Rs. |
8,914 |
|
|
|
53 |
% |
|
Rs. |
18,189 |
|
|
|
100 |
% |
|
Rs. |
10,172 |
|
|
|
56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth, for the periods indicated, financial data as percentages of total
revenues and the increase (or decrease) by item as a percentage of the amount over the comparable
period in the previous year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Sales |
|
|
|
|
|
|
Three months ended June 30, |
|
|
Percentage |
|
|
|
2010 |
|
|
2009 |
|
|
Increase/ (Decrease) |
|
Revenues |
|
|
100 |
% |
|
|
100 |
% |
|
|
(7 |
)% |
Gross profit |
|
|
53 |
% |
|
|
56 |
% |
|
|
(12 |
)% |
Selling, general and administrative expenses |
|
|
33 |
% |
|
|
33 |
% |
|
|
(8 |
)% |
Research and development expenses |
|
|
6 |
% |
|
|
5 |
% |
|
|
1 |
% |
Other (income)/expense, net |
|
|
(1 |
)% |
|
|
|
|
|
NC |
* |
Results from operating activities |
|
|
16 |
% |
|
|
18 |
% |
|
|
(20 |
)% |
Finance (expense) /Income, net |
|
|
(1 |
)% |
|
|
(1 |
)% |
|
|
31 |
% |
Profit before income taxes |
|
|
15 |
% |
|
|
17 |
% |
|
|
(23 |
)% |
Income tax (expense)/ benefit, net |
|
|
(2 |
)% |
|
|
(4 |
)% |
|
|
(51 |
)% |
Profit for the period |
|
|
13 |
% |
|
|
13 |
% |
|
|
(14 |
)% |
34
Revenues
|
|
Our overall revenues were Rs.16,831 million for the three months ended June 30, 2010, a
decrease of 7% over the three months ended June 30, 2009. Excluding the revenues from
sumatriptan (our authorized generic version of Imitrex®) of Rs.2,054 million in the three
months ended June 30, 2009, the overall revenues for the three months ended June 30, 2010 grew
by 4% over the three months ended June 30, 2009. |
|
|
For the three months ended June 30, 2010, the revenue breakdown by geography was as
follows: 30% of our revenues were from North America (the United States and Canada), 21% of
our revenues were from Europe, 20% of our revenues were from India, 15% of our revenues were
from Russia and other countries of the former Soviet Union, and 14% of our revenues were from
other countries. |
|
|
During the three months ended June 30, 2010, the average Indian Rupee/U.S.$ exchange rate
appreciated by approximately 7% as compared to the average exchange rate for the three months
ended June 30, 2009. This appreciation had a negative impact on our sales because of the
decrease in rupee realization from sales in U.S. dollars. |
Segment Analysis
Global Generics
Revenues from our Global Generics segment decreased by 8% to Rs.11,917 million for the three
months ended June 30, 2010, from Rs.13,020 million for the three months ended June 30, 2009.
Excluding the authorized generic revenues from sumatriptan in the three months ended June 30, 2009,
the revenues of our Global Generics segment grew by 9% as compared to the three months ended
June 30, 2009. This growth was largely led by increases in our branded generic revenues in the
markets of India, Russia and other international markets.
North America (the United States and Canada), Germany, India and Russia are the four key
markets of our Global Generics business, generating approximately 84% of the revenues of this
segment for the three months ended June 30, 2010.
North America. Revenues in North America (the United States and Canada) were Rs.3,898 million
for the three months ended June 30, 2010, a decrease of 35% over the three months ended June 30,
2009. Excluding the authorized generic revenues from sumatriptan in the three months ended June 30,
2009, our Global Generics segments revenues in North America declined by 2%. Excluding the effects
of changes in currency exchange rates, these revenues grew at a 5% rate for the three months ended
June 30, 2010, driven by new product launches, which were partially offset by lower sales of
fexofenadine and finasteride. During the three months ended June 30, 2010, we launched three new
products: tacrolimus, amlodipine benazepril and anastrazole. In our existing product portfolio, we
continue to pursue our strategy of market share expansion. During the three months ended June 30,
2010, we filed 5 ANDAs with the U.S. FDA. We now have 71 ANDAs pending approval at the U.S. FDA, of
which 36 are Paragraph IV filings and 12 have first to file status.
Germany. Revenues in Germany were Rs.1,320 million for the three months ended June 30, 2010, a
decrease of 18% as compared to the three months ended June 30, 2009. Excluding the effects of
changes in currency exchange rates, such revenues declined at a 6% rate for the three months ended
June 30, 2010. Many statutory health insurance funds (SHI funds) and other health insurance
providers have been announcing new competitive bidding tenders which continue to cause pressure on
our existing level of revenues due to a steep decrease in product prices. We believe that this is
leading to a business model of high volumes and low margins in the German generic pharmaceutical
market. During the year ended March 31, 2010, we implemented a workforce reduction of more than 200
employees at our German subsidiaries, betapharm and Reddy Holding GmbH. This has significantly
reduced our selling, general and administrative expenses during the three months ended June 30,
2010. Currently, we are also increasing our capabilities by increasing the number of vertically
integrated products in our portfolio. We believe that the benefits from selling, general and
administrative expense rationalization and the increased sourcing of products from India will help
us compete more effectively in future tenders.
India. Revenues in India increased by 16% to Rs.2,778 million for the three months ended
June 30, 2010, constituting 23% of our total Global Generics revenues. The growth was driven by
volume growth of 8% on account of key brands like Reditux, our brand of rituximab, Razo, our brand
of rabeprazole, and Omez, our brand of omeprazole. New Global Generics products launched in India
in the 12 months ended June 30, 2010 contributed Rs.166 million for three months ended
June 30, 2010, representing 7% of the segments growth. According to Operations Research Group
International Medical Statistics, a market research firm, in its Moving Annual Total report for the
12-month period ended June 30, 2010, our growth of 22% in secondary sales (i.e., sales directly to
end users) was ahead of the Indian pharmaceutical markets growth rate of 20%. Our growth also
continues to be higher than the average of the top 10 pharmaceutical companies in India.
35
Russia. Revenues in Russia increased by 35% to Rs.2,063 million for the three months ended
June 30, 2010 as compared to three months ended June 30, 2009. Excluding the effects of changes in
currency exchange rates, such revenues grew at a 44% rate for the
three months ended June 30, 2010.
During the three months ended June 30, 2010, we launched four new products. According
to Pharmexpert, a market research firm, in its June 2010 report, our prescription secondary
sales for the three months ended June 30, 2010 grew by 26% as compared to the Russian
pharmaceutical markets overall growth of 18%. Our rank in this market currently stands at
13th according to Pharmexpert in its June 2010 Report. Our growth strategy for the
Russian market is based on expanding our over-the-counter (OTC) portfolio and a clear focus on
introducing differentiated products, such as biosimilar products.
During the year ended March 31, 2010, the Russian government announced a reference pricing
regime, pursuant to which a price freeze on certain drugs categorized as essential was
implemented effective as of April 2010. The reference pricing reforms are applicable only to select
products in our portfolio. As of the date of this report, the reference pricing regime has not
significantly impacted our Global Generics business in Russia.
Other Markets. In addition to the four key markets described above, some other major countries
where we have a presence and are focused on building our Global Generics business include the
countries of the former Soviet Union, the United Kingdom, Venezuela and Romania.
Revenues from other countries of the former Soviet Union increased by 43% to Rs.489 million
for the three months ended June 30, 2010 as compared to Rs.342 million in the three months ended
June 30, 2009. The growth was primarily led by markets of Kazakhstan and Ukraine, partially offset
by decrease in Belarus and Uzbekistan.
Revenue from other markets grew by 22% to Rs.1,369 million for the three months ended
June 30, 2010, as compared to Rs.1,125 million for the three months ended June 30, 2009, driven by
growth in revenue from South Africa and Venezuela, partially offset by decrease in revenue from
Jamaica and Vietnam.
Pharmaceutical Services and Active Ingredients (PSAI)
The global economic crisis and its fallout had a significant impact on the active
pharmaceutical ingredient (API) and custom services business for most companies in this space.
The growth in our PSAI segments API business was significantly constrained due to our API
customers holding lower inventories and exerting pressure on pricing, leading to steep erosion in
prices of key products. In addition, some of our API customers delayed launches of new generic
products, either due to losses in litigation or the extension of exclusivity periods for innovative
products. Our custom pharmaceutical business also showed lower growth than anticipated, as our
customers reduced their placements of new orders.
Revenues from our Pharmaceutical Services and Active Ingredients segment decreased by 8% to
Rs.4,499 million for the three months ended June 30, 2010, constituting 27% of our total revenues.
The decline in revenues from North America (the United States and Canada) and our rest of the
world markets (i.e., all markets other than North America, Europe, Russia and other countries of
the former Soviet Union and India), was partially offset by increase in revenues from Europe. There
have been no new significant launches of API in the recent quarters and the impact of volume
increases are being offset by price decreases. During this quarter we filed 3 Drug Master Files
(DMFs) and our cumulative filings currently stand at 378 globally.
Gross Margin
Our total gross margin was Rs.8,914 million for the three months ended June 30, 2010,
representing 53% of our total revenues, as compared to 56% of our total revenues for the three
months ended June 30, 2009. The decrease in the gross margins was Due to the end of exclusivity in
the United States for sumatriptan, our authorized generic version of Imitrex® which generated high
margins during the three months ended June 30, 2009, as well as the adverse impact of changes in
foreign currency exchange rates in the three months ended June 30, 2010.
Global Generics
The gross margin of this segment increased to 65% of this segments revenues for the three
months ended June 30, 2010, as compared to 64% of this segments revenues for the three months
ended June 30, 2009. The increase was primarily due to higher margins from new product launches,
partially offset by the adverse impact of changes in foreign currency exchange rates.
Pharmaceutical Services and Active Ingredients
The gross margin of this segment decreased to 22% of this segments revenues for the three
months ended June 30, 2010, as compared to 35% of this segments revenues in the three months ended
June 30, 2009. The decrease in gross margin was largely on account of a change in the sales mix of
the products in this segment (i.e., an increase in the proportion of sales of lower gross margin
products and a decrease in the proportion of sales of higher gross margin products) and the adverse
impact of changes in foreign currency exchange rates in the three months ended June 30, 2010.
36
Selling, general and administrative expenses
Selling, general and administrative expenses decreased by 8% to Rs.5,481 million for the three
months ended June 30, 2010, representing 33% of our total revenues in such period. The decrease was
largely due to reduced selling, general and administrative expense on account of the restructuring
in betapharm in the year ended March 31, 2010. Furthermore, amortization expenses were Rs.288
million for the three months ended June 30, 2010, a decrease from amortization expenses of Rs.507
for the three months ended June 30, 2009. Such decrease was largely due to lower amortization
resulting from the write down of betapharms intangibles in the year ended March 31, 2010.
Research and development expenses
Research and development costs increased by 1% to Rs.993 million for the three months ended
June 30, 2010, as compared to the three months ended June 30, 2009. Research and development
expenditures for the three months ended June 30, 2010 represented 6% of total revenues as compared
to 5% for the three months ended June 30, 2010.
Other (income)/expense, net
Other income was Rs.185 million for the three months ended June 30, 2010, as compared to Rs.35
million for the three months ended June 30, 2009. The increase was attributable to higher sales of
spent chemicals in the three months ended June 30, 2010 and the expenditures towards olanzapine
patent litigation in the three months ended June 30, 2009.
Results from operating activities
As a result of the foregoing, our results from operating activities decreased to a profit of
Rs.2,625 million for the three months ended June 30, 2010, as compared to a profit of Rs.3,295
million for the three months ended June 30, 2009.
Finance (expense)/income, net
During the three months ended June 30, 2010, our net finance expense was Rs.177 million, as
compared to Rs.135 million for the three months ended June 30, 2009.
During the three months ended June 30, 2010, our finance income, excluding foreign exchange
gain/loss, increased by 13% to Rs.98 million from Rs.88 million for the three months ended June
30, 2009. The increase was attributable to a decrease in our interest expense as well as an
increase in gains on sales of investments. During the three months ended June 30, 2010, our
interest expense decreased by 63% to Rs.51 million, from Rs.139 million for the three months ended
June 30, 2009, primarily due to a decrease in interest rates on our long term borrowings and
repacking credit and a decrease in the outstanding amount of our long term borrowings.
Foreign exchange loss was Rs.224 million for the three months ended June 30, 2010, as compared
to Rs.84 million for the three months ended June 30, 2009. This was largely due to the impact of
depreciation of the Russian rouble against the U.S. dollar and the resulting impact on the
translation of receivables.
Profit before income taxes
As a result of the foregoing, profit before income taxes decreased to Rs.2,453 million for the
three months ended June 30, 2010, as compared to profit of Rs.3,171 million for the three months
ended June 30, 2009.
Income tax expense
Income tax expense was Rs.357 million for the three months ended June 30, 2010, as compared to
income tax expense of Rs.726 million for the three months ended June 30, 2009.
Profit for the period
As a result of the above, our net income decreased to Rs.2,096 million for the three months
ended June 30, 2010 as compared to profit of Rs.2,445 million for the three months ended
June 30, 2009.
37
ITEM 3. LIQUIDITY AND CAPITAL RESOURCES
We have primarily financed our operations through cash flows generated from operations and
short term loans and borrowings for working capital. Our principal liquidity and capital needs are
for making investments, the purchase of property, plant and equipment, and regular business
operations.
As part of our growth strategy, we continue to review opportunities to acquire companies,
complementary technologies or product rights. To the extent that any such acquisitions involve cash
payments, rather than the issuance of shares, we may need to borrow from banks or raise additional
funds from the debt or equity markets.
The following table summarizes our statements of cash flows for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2010 |
|
|
2010 |
|
|
2009 |
|
|
|
(Rs.in millions, U.S.$ in millions) |
|
Net cash from/(used in): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
Rs. |
858 |
|
|
U.S.$. |
18 |
|
|
Rs. |
4,315 |
|
Investing activities |
|
|
(566 |
) |
|
|
(12 |
) |
|
|
(311 |
) |
Financing activities |
|
|
(549 |
) |
|
|
(12 |
) |
|
|
(3,949 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
Rs. |
(257 |
) |
|
U.S.$ |
(6 |
) |
|
Rs. |
55 |
|
|
|
|
|
|
|
|
|
|
|
Operating Activities
The net result of operating activities was a cash inflow of Rs.858 million for the three
months ended June 30, 2010, as compared to Rs.4,315 million for the three months ended June
30, 2009. The net cash provided by operating activities decreased significantly during the current
period, primarily due to the following reasons:
|
|
|
Our net operating profits for the period decreased by Rs.945 million, primarily due to
the end of exclusivity in the United States for sumatriptan, our authorized generic version
of Imitrex®, which generated high margins during the three months ended June 30, 2009
(sumatriptan was launched in November 2008). |
|
|
|
Our receivables increased by Rs.299 million for the three months ended June 30, 2010, as
compared to a decrease of Rs.589 million for the three months ended June 30, 2009. Such
decrease in receivables for the three months ended June 30, 2009 was primarily due to
collections from customers in the United States pertaining to sumatriptan, our authorized
generic version of Imitrex®. |
|
|
|
Our inventory increased by Rs.1,497 million for the three months ended June 30, 2010, as
compared to an increase of Rs.905 million for the three months ended June 30, 2009. Such
higher rate of increase for the three months ended June 30, 2010 was on account of new
product launches, as well as our business strategy to increase our market share for certain
molecules. |
Investing Activities
Our investing activities resulted in a net cash outflow of Rs.566 million for the three months
ended June 30, 2010, as compared to a net cash outflow of Rs.311 million for the three months ended
June 30, 2009. This increase in cash outflow in investing activities was primarily due to an
increase in capital expenditures by Rs.1,897 million, which was in line with our capacity expansion
plans and establishment of new production facilities. This increased outflow was partially offset
by cash inflow from net proceeds on sale of investments.
38
Financing Activities
Our financing activities resulted in a net cash outflow of Rs.549 million for the three months
ended June 30, 2010, as compared to a net cash outflow of Rs.3,949 million for the three months
ended June 30, 2009. The decrease in net cash outflow from financing activities was primarily due
to the repayment of short term borrowings of Rs.3,002 million for the three months ended June 30,
2009, as compared to proceeds from short term borrowings of Rs.376 million for the three months
ended June 30, 2010.
The following table provides a list of our principal debts outstanding as of June 30, 2010:
|
|
|
|
|
|
|
|
|
Debt |
|
Principal Amount |
|
Interest Rate |
(Rs.in millions, U.S.$/EURO in millions ) |
Short-term borrowings from |
|
Rs. |
6,131 |
|
EUR |
24 |
|
Foreign currency borrowings |
banks (for working capital) |
|
|
|
|
U.S.$ |
103 |
|
LIBOR+ 40-75 bps |
|
|
|
|
|
|
|
|
EURIBOR + 50 - 75 bps |
|
|
|
|
|
|
|
|
|
Long term loans |
|
Rs. |
7,741 |
|
EUR |
130 |
|
Foreign currency borrowings |
|
|
|
|
|
U.S.$ |
7 |
|
LIBOR + 70 bps |
|
|
|
|
|
|
|
|
EURIBOR + 70 bps |
ITEM 4. RECENT DEVELOPMENTS
Agreement to acquire manufacturing site in the United States
On November 22, 2010, we and GlaxoSmithkline Plc (GSK), entered into an agreement for us to
acquire GSKs oral penicillin facility located in the United States and the rights over certain GSK
product portfolios. The transaction is expected to be consummated before June 30, 2011.
New tender announced by Allgemeine Orts Krankenkasse
In October 2010, Germanys largest public health insurance fund, the Allgemeine Orts
krankenkasse (AOK) announced a new tender (i.e. competitive bidding process) for the supply of 87
off-patent drugs in Germany. This tender includes products which were part of the prior tender of
AOK effected during the year ended March 31, 2009 (the contract period for which expires on May 31,
2011). This new tender would be for a contract period of two years beginning on June 1, 2011. We
continue to participate on an ongoing basis in all tenders for such discount agreements using
various bidding strategies, depending on margin and market share aspects, and consequently also
with a large variation in terms of tender results.
39
ITEM 5. EXHIBITS
|
|
|
|
|
Exhibit Number |
|
Description of Exhibits |
|
|
|
|
|
|
99.1 |
|
|
Independent Auditors Report on Review of Unaudited Condensed Consolidated Interim Financial Statements |
40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
DR. REDDYS LABORATORIES LIMITED
(Registrant)
|
|
Date: December 10, 2010 |
By: |
/s/ Sandeep Poddar
|
|
|
|
Name: |
Sandeep Poddar |
|
|
|
Title: |
Company Secretary |
|
41