Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
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, 2011
Commission File Number 1-15182
DR. REDDYS LABORATORIES LIMITED
(Translation of registrants name into English)
8-2-337, Road No. 3, Banjara Hills
Hyderabad, Andhra Pradesh 500 034, India
+91-40-4900 2900
(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, 2011
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
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 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. Market share data is based on information provided by IMS Health Inc. (IMS Health),
a provider of market research to the pharmaceutical industry, unless otherwise stated.
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, 2011 (the last
trading day in the quarter) for cable transfers in Indian rupees as certified for customs
purposes by the Federal Reserve Bank of New York, which was
44.59 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
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ITEM 1. |
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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, 2011 |
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June 30, 2011 |
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March 31, 2011 |
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Unaudited convenience |
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translation into U.S.$ |
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(See Note 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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6 |
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U.S.$ |
123 |
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5,468 |
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5,729 |
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Other investments |
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2 |
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84 |
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33 |
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Trade receivables, net |
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384 |
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17,136 |
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17,615 |
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Inventories |
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7 |
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|
390 |
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17,401 |
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16,059 |
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Derivative financial instruments |
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5 |
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18 |
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818 |
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784 |
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Current tax assets |
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11 |
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|
478 |
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|
442 |
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Other current assets |
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|
160 |
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7,125 |
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6,931 |
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Total current assets |
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U.S.$ |
1,088 |
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48,510 |
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47,593 |
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Non-current assets |
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Property, plant and equipment |
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8 |
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|
685 |
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30,524 |
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29,642 |
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Goodwill |
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9 |
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49 |
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2,184 |
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2,180 |
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Other intangible assets |
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10 |
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|
286 |
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12,737 |
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13,066 |
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Investment in equity accounted investees |
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7 |
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317 |
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313 |
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Deferred income tax assets |
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75 |
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3,363 |
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1,935 |
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Other non-current assets |
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7 |
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316 |
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276 |
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Total non-current assets |
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U.S.$ |
1,109 |
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49,441 |
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47,412 |
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Total assets |
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U.S.$ |
2,197 |
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97,951 |
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95,005 |
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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.$ |
189 |
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8,433 |
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8,480 |
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Current income tax liabilities |
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48 |
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2,139 |
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1,231 |
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Bank overdraft |
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6 |
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69 |
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Short-term borrowings |
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418 |
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18,626 |
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18,220 |
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Long-term borrowings, current portion |
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11 |
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1 |
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28 |
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12 |
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Provisions |
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|
31 |
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1,387 |
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1,314 |
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Other current liabilities |
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|
230 |
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10,275 |
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11,689 |
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Total current liabilities |
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U.S.$ |
917 |
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|
40,888 |
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41,015 |
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Non-current liabilities |
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Long-term loans and borrowings, excluding current portion |
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11 |
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U.S.$ |
119 |
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5,286 |
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5,271 |
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Provisions |
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1 |
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41 |
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|
41 |
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Deferred tax liabilities |
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|
48 |
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2,135 |
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|
2,022 |
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Other liabilities |
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16 |
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|
699 |
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|
666 |
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Total non-current liabilities |
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U.S.$ |
183 |
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8,161 |
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8,000 |
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Total liabilities |
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U.S.$ |
1,100 |
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49,049 |
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49,015 |
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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 |
|
Particulars |
|
Note |
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|
June 30, 2011 |
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|
June 30, 2011 |
|
|
March 31, 2011 |
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|
|
|
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Unaudited convenience |
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|
translation into U.S.$ |
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(See Note 2.d) |
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Equity |
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Share capital |
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U.S.$ |
19 |
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|
847 |
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|
846 |
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Equity shares held by a controlled trust |
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(5 |
) |
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(5 |
) |
Share premium |
|
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|
468 |
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20,858 |
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20,683 |
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Share based payment reserve |
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|
14 |
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|
621 |
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|
730 |
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Retained earnings |
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|
511 |
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22,807 |
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|
20,391 |
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Debenture Redemption Reserve |
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|
5 |
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|
230 |
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|
19 |
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Other components of equity |
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|
79 |
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3,544 |
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|
3,326 |
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Total equity attributable to: |
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Equity holders of the Company |
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U.S.$ |
1,097 |
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48,902 |
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45,990 |
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Non-controlling interests |
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Total equity |
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|
U.S.$ |
1,097 |
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48,902 |
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45,990 |
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Total liabilities and equity |
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|
U.S.$ |
2,197 |
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97,951 |
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95,005 |
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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, |
|
Particulars |
|
Note |
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|
2011 |
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|
2011 |
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|
2010 |
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Unaudited convenience |
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translation into U.S.$ |
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(See Note 2.d) |
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Revenues |
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|
U.S.$ |
444 |
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|
19,783 |
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|
16,831 |
|
Cost of revenues |
|
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|
207 |
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|
9,228 |
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|
7,917 |
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Gross profit |
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|
U.S.$ |
237 |
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|
10,555 |
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|
8,914 |
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Selling, general and administrative expenses |
|
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|
151 |
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|
6,755 |
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|
5,481 |
|
Research and development expenses |
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|
27 |
|
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|
1,197 |
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|
993 |
|
Other (income)/expense, net |
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|
12 |
|
|
|
(4 |
) |
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|
(186 |
) |
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|
(185 |
) |
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Total operating expenses, net |
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|
U.S.$ |
174 |
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|
|
7,766 |
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|
6,289 |
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Results from operating activities |
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|
63 |
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|
|
2,789 |
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|
2,625 |
|
Finance income |
|
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|
|
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|
4 |
|
|
|
187 |
|
|
|
99 |
|
Finance expense |
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|
|
|
|
|
(5 |
) |
|
|
(233 |
) |
|
|
(276 |
) |
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|
|
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|
|
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|
Finance (expense)/income, net |
|
|
13 |
|
|
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(1 |
) |
|
|
(46 |
) |
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|
(177 |
) |
Share of profit of equity accounted
investees, net of income tax |
|
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|
4 |
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|
5 |
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|
Profit/before income tax |
|
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|
|
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|
62 |
|
|
|
2,747 |
|
|
|
2,453 |
|
Income tax expense |
|
|
18 |
|
|
|
(3 |
) |
|
|
(120 |
) |
|
|
(357 |
) |
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|
|
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Profit for the period |
|
|
|
|
|
U.S.$ |
59 |
|
|
|
2,627 |
|
|
|
2,096 |
|
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Attributable to: |
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|
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|
|
|
|
|
|
|
|
Equity holders of the Company |
|
|
|
|
|
|
59 |
|
|
|
2,627 |
|
|
|
2,096 |
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$ |
59 |
|
|
|
2,627 |
|
|
|
2,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Earnings per share |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share of 5/- each |
|
|
|
|
|
U.S.$ |
0.35 |
|
|
|
15.52 |
|
|
|
12.41 |
|
Diluted earnings per share of 5/- each |
|
|
|
|
|
U.S.$ |
0.35 |
|
|
|
15.45 |
|
|
|
12.34 |
|
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, |
|
|
|
2011 |
|
|
2011 |
|
|
2010 |
|
|
|
Unaudited Convenience |
|
|
|
|
|
|
|
|
|
|
|
Translation into U.S.$ (See Note 2.d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
U.S.$ |
59 |
|
|
|
2,627 |
|
|
|
2,096 |
|
Other comprehensive income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value of available for sale financial instruments |
|
U.S.$ |
|
|
|
|
(3 |
) |
|
|
1 |
|
Foreign currency translation adjustments |
|
|
4 |
|
|
|
172 |
|
|
|
161 |
|
Effective portion of changes in fair value of cash flow hedges, net |
|
|
|
|
|
|
7 |
|
|
|
(573 |
) |
Income tax on other comprehensive income/(loss) |
|
|
1 |
|
|
|
42 |
|
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss) for the period, net of income tax |
|
U.S.$ |
5 |
|
|
|
218 |
|
|
|
(140 |
) |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period |
|
U.S.$ |
64 |
|
|
|
2,845 |
|
|
|
1,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company |
|
|
64 |
|
|
|
2,845 |
|
|
|
1,956 |
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period |
|
U.S.$ |
64 |
|
|
|
2,845 |
|
|
|
1,956 |
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
Foreign
currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
|
value |
|
|
translation |
|
|
Hedging |
|
|
|
Share capital |
|
|
premium |
|
|
reserve |
|
|
reserve |
|
|
reserve |
|
Particulars |
|
Shares |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2011 |
|
|
169,252,732 |
|
|
|
846 |
|
|
|
20,683 |
|
|
|
31 |
|
|
|
2,921 |
|
|
|
374 |
|
Issue of equity shares on exercise of options |
|
|
223,100 |
|
|
|
1 |
|
|
|
175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value of
other investments, net of tax expense of 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
Foreign currency translation
differences, net of tax benefit of 49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
221 |
|
|
|
|
|
Effective portion of changes in
fair value of cash flow hedges, net of tax expense of 6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Share based payment expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid (including corporate dividend tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debenture Redemption Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2011 |
|
|
169,475,832 |
|
|
|
847 |
|
|
|
20,858 |
|
|
|
27 |
|
|
|
3,142 |
|
|
|
375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into U.S.$ |
|
|
|
|
|
|
19 |
|
|
|
468 |
|
|
|
1 |
|
|
|
70 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2010 |
|
|
168,845,385 |
|
|
|
844 |
|
|
|
20,429 |
|
|
|
24 |
|
|
|
2,559 |
|
|
|
337 |
|
Issue of equity share on exercise of options |
|
|
298,878 |
|
|
|
2 |
|
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value of other investments, net of tax benefit of 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
Foreign currency translation differences, net of tax benefit of 76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237 |
|
|
|
|
|
Effective portion of changes in fair value of cash flow hedges, net of tax benefit of 194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(379 |
) |
Share based payment expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid (including corporate dividend tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2010 |
|
|
169,144,263 |
|
|
|
846 |
|
|
|
20,621 |
|
|
|
26 |
|
|
|
2,796 |
|
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares held |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based |
|
|
by a |
|
|
|
|
|
|
Debenture |
|
|
|
|
|
|
|
|
|
payment |
|
|
controlled |
|
|
Retained |
|
|
Redemption |
|
|
Non- |
|
|
|
|
|
|
reserve |
|
|
trust* |
|
|
earnings |
|
|
Reserve |
|
|
controlling |
|
|
Total |
|
Particulars |
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
interests |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2011 |
|
|
730 |
|
|
|
(5 |
) |
|
|
20,391 |
|
|
|
19 |
|
|
|
|
|
|
|
45,990 |
|
Issue of equity share on exercise of options |
|
|
(173 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
Net change in fair value of other investments,
net of tax expense of 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
Foreign currency translation differences, net
of tax benefit of 49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
221 |
|
Effective portion of changes in fair value of
cash flow hedges, net of tax expense of 6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Share based payment expense |
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64 |
|
Acquisition of non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid (including corporate dividend tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debenture Redemption Reserve |
|
|
|
|
|
|
|
|
|
|
(211 |
) |
|
|
211 |
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
2,627 |
|
|
|
|
|
|
|
|
|
|
|
2,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2011 |
|
|
621 |
|
|
|
(5 |
) |
|
|
22,807 |
|
|
|
230 |
|
|
|
|
|
|
|
48,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into U.S.$ |
|
|
14 |
|
|
|
|
|
|
|
511 |
|
|
|
5 |
|
|
|
|
|
|
|
1,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2010 |
|
|
692 |
|
|
|
(5 |
) |
|
|
18,035 |
|
|
|
|
|
|
|
|
|
|
|
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 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Foreign currency translation differences, net
of tax benefit of 76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237 |
|
Effective portion of changes in fair value of
cash flow hedges, net of tax benefit of 194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(379 |
) |
Share based payment expense |
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66 |
|
Acquisition of non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid (including corporate dividend tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
2,096 |
|
|
|
|
|
|
|
|
|
|
|
2,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2010 |
|
|
593 |
|
|
|
(5 |
) |
|
|
20,131 |
|
|
|
|
|
|
|
|
|
|
|
44,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The number of equity shares held by a controlled trust as of April 1, 2010, June 30, 2010,
April 1, 2011 and June 30, 2011 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, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
Particulars |
|
2011 |
|
|
2011 |
|
|
2010 |
|
|
|
Unaudited convenience |
|
|
|
|
|
|
|
|
|
|
|
translation into U.S.$ |
|
|
|
|
|
|
|
|
|
|
|
(See Note 2.d) |
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
U.S.$ |
59 |
|
|
|
2,627 |
|
|
|
2,096 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
3 |
|
|
|
120 |
|
|
|
357 |
|
Profit on sale of investments |
|
|
|
|
|
|
(17 |
) |
|
|
(38 |
) |
Depreciation and amortization |
|
|
28 |
|
|
|
1,233 |
|
|
|
976 |
|
Allowance for sales returns |
|
|
7 |
|
|
|
292 |
|
|
|
272 |
|
Allowance for doubtful trade receivables |
|
|
|
|
|
|
20 |
|
|
|
9 |
|
Inventory write-downs |
|
|
7 |
|
|
|
305 |
|
|
|
241 |
|
(Profit)/loss on sale of property, plant and equipment and intangible assets, net |
|
|
|
|
|
|
(23 |
) |
|
|
(1 |
) |
Share of profit of equity accounted investees, net of income tax |
|
|
|
|
|
|
(4 |
) |
|
|
(5 |
) |
Unrealized exchange (gain)/loss, net |
|
|
(17 |
) |
|
|
(766 |
) |
|
|
(90 |
) |
Interest (income)/expense, net |
|
|
5 |
|
|
|
221 |
|
|
|
(9 |
) |
Share based payment expense |
|
|
1 |
|
|
|
64 |
|
|
|
66 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
31 |
|
|
|
1,397 |
|
|
|
(113 |
) |
Inventories |
|
|
(36 |
) |
|
|
(1,605 |
) |
|
|
(1,497 |
) |
Other assets |
|
|
25 |
|
|
|
1,123 |
|
|
|
(768 |
) |
Trade payables |
|
|
(5 |
) |
|
|
(224 |
) |
|
|
(42 |
) |
Other liabilities and provisions |
|
|
(30 |
) |
|
|
(1,317 |
) |
|
|
(57 |
) |
Income tax paid |
|
|
(12 |
) |
|
|
(534 |
) |
|
|
(539 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
U.S.$ |
65 |
|
|
|
2,912 |
|
|
|
858 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures on property, plant and equipment |
|
|
(41 |
) |
|
|
(1,822 |
) |
|
|
(1,894 |
) |
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
23 |
|
Purchase of investments |
|
|
(34 |
) |
|
|
(1,500 |
) |
|
|
(4,172 |
) |
Proceeds from sale of investments |
|
|
33 |
|
|
|
1,463 |
|
|
|
5,462 |
|
Expenditures on intangible assets |
|
|
(36 |
) |
|
|
(1607 |
) |
|
|
(3 |
) |
Interest received |
|
|
|
|
|
|
10 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
U.S.$ |
(78 |
) |
|
|
(3,456 |
) |
|
|
(566 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from/(used in) financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
|
(3 |
) |
|
|
(130 |
) |
|
|
(69 |
) |
Proceeds from issuance of equity shares |
|
|
|
|
|
|
3 |
|
|
|
29 |
|
Proceeds/(repayment) of short term loans and borrowings, net |
|
|
8 |
|
|
|
336 |
|
|
|
376 |
|
Repayment of long term loans and borrowings, net |
|
|
|
|
|
|
(2 |
) |
|
|
(885 |
) |
Dividend paid (including corporate dividend tax) |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from/(used in) financing activities |
|
U.S.$ |
5 |
|
|
|
207 |
|
|
|
(549 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
(8 |
) |
|
|
(337 |
) |
|
|
(257 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
3 |
|
|
|
145 |
|
|
|
48 |
|
Cash and cash equivalents at the beginning of the period |
|
|
127 |
|
|
|
5,660 |
|
|
|
6,545 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
U.S.$ |
123 |
|
|
|
5,468 |
|
|
|
6,336 |
|
|
|
|
|
|
|
|
|
|
|
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, Andhra Pradesh, 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 and Cambridge, United Kingdom; its principal manufacturing facilities are located
in Andhra Pradesh, India, Himachal Pradesh, India, Cuernavaca-Cuautla, Mexico, Mirfield, United
Kingdom, Louisiana, United States and Tennessee, United States; and its principal marketing
facilities are located in India, Russia, 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. As
explained in Note 23 of these condensed consolidated interim financial statements, during the
year ended March 31, 2011, the Company issued bonus debentures. These bonus debentures have been
listed on the Bombay Stock Exchange and the National Stock Exchange in India since April 7,
2011.
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, 2011 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 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, 2011. These unaudited condensed consolidated
interim financial statements were authorized for issuance by the Companys Board of Directors on
August 31, 2011.
|
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, 2011 contained in the
Companys Annual Report on Form 20-F except as set forth below.
Effective as of April 1, 2011, the Company has changed its policy on valuation of inventory
from the first-in first-out method to the weighted average method. Under the prior policy, the
cost of all categories of inventories, except stores and spares, had been based on the first-in
first-out method. Stores and spares consists of packing materials, engineering spares (such as
machinery spare parts) and consumables (such as lubricants, cotton waste and oils), which are
used in operating machines or consumed as indirect materials in the manufacturing process, had
been under the prior policy valued at cost based on a weighted average method. Effective as of
April 1, 2011, the cost of all categories of inventory is based on a weighted average cost
method. Using the weighted average method will produce more accurate, reasonable and relevant
information on the amounts of inventory reported in the statement of the financial position and,
in turn, more accurate cost of revenue in the income statement. The effect of this change in the
methodology of valuation of inventory is immaterial and, accordingly, no further disclosures
have been made in these unaudited condensed consolidated interim financial statements.
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 |
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.
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, 2011 have been translated into United
States dollars at the noon buying rate in New York City on June 30, 2011 for cable transfers in
Indian rupees, as certified for customs purposes by the Federal Reserve Bank of New York of
U.S.$1.00 =
44.59. 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. Such
convenience translation is unaudited and not subject to our auditors review procedures.
|
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, 2011.
|
f) |
|
Recent accounting pronouncements |
Standards issued but not yet effective and not early adopted by the Company
In November 2009, the IASB issued IFRS 9, Financial instruments, to introduce certain
new requirements for classifying and measuring financial assets. IFRS 9 divides all financial
assets that are currently in the scope of IAS 39 into two classifications those measured at
amortized cost and those measured at fair value. The standard, along with proposed expansion of
IFRS 9 for classifying and measuring financial liabilities, de-recognition of financial
instruments, impairment, and hedge accounting, will be applicable for annual periods beginning
on or after January 1, 2015, although entities are permitted to adopt earlier. The Company is
evaluating the impact which this new standard 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)
2. |
|
Basis of preparation of financial statements (continued) |
|
f) |
|
Recent accounting pronouncements (continued) |
In May 2011, the IASB issued new standards and amendments on consolidated financial
statements and joint arrangements. The following are new standards and amendments:
|
|
|
IFRS 10, Consolidated financial statements. |
|
|
|
|
IFRS 11, Joint arrangements. |
|
|
|
|
IFRS 12, Disclosure of interests in other entities. |
|
|
|
|
IAS 27 (Revised 2011), Consolidated and separate financial statements,
which has been amended for the issuance of IFRS 10 but retains the current guidance on
separate financial statements. |
|
|
|
|
IAS 28 (Revised 2011), Investments in associates, which has been amended
for conforming changes on the basis of the issuance of IFRS 10 and IFRS 11. |
All the standards mentioned above are effective for annual periods beginning on or after January
1, 2013; earlier application is permitted as long as each of the other standards in this group
is also early applied. The Company is in the process of determining the impact of these
amendments on its unaudited condensed consolidated interim financial statements.
On June 16, 2011 the IASB issued an amendment to IAS-19 Employee benefits, which
amended the standard as follows:
|
|
|
The amended standard requires recognition of changes in the net defined
benefit liability/(asset), including immediate recognition of defined benefit cost,
disaggregation of defined benefit cost into components, recognition of re-measurements
in other comprehensive income, plan amendments, curtailments and settlements. |
|
|
|
The amended standard introduced enhanced disclosures about defined benefit
plans. |
|
|
|
The amended standard modified accounting for termination benefits, including
distinguishing benefits provided in exchange for services from benefits provided in
exchange for the termination of employment, and it affected the recognition and
measurement of termination benefits. |
|
|
|
The amended standard provided clarification regarding various issues,
including the classification of employee benefits, current estimates of mortality
rates, tax and administration costs and risk-sharing and conditional indexation
features. |
|
|
|
The amended standard incorporated, without change, the IFRS Interpretations
Committees requirements set forth in IFRIC 14 IAS 19The Limit on a Defined Benefit
Asset, Minimum Funding Requirements and their Interaction. |
These amendments are effective for annual periods beginning on or after January 1, 2013,
although earlier application is permitted. The Company is in the process of determining the
impact of these amendments on its unaudited condensed consolidated interim financial statements.
13
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).
Proprietary Products. This segment involves the discovery of new chemical entities for
subsequent commercialization and out-licensing. It also involves the Companys specialty
pharmaceuticals business which engages in sales and marketing operations for in-licensed and
co-developed dermatology products.
The CODM reviews revenue and gross profit as the performance indicator for all of the above
reportable segments. The CODM does not review the total assets and liabilities for each reportable
segment.
Information about segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
|
PSAI |
|
|
Global Generics |
|
|
Proprietary Products |
|
|
Others |
|
|
Total |
|
Segments |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenues (Note 1) |
|
|
4,831 |
|
|
|
4,499 |
|
|
|
14,424 |
|
|
|
11,917 |
|
|
|
197 |
|
|
|
122 |
|
|
|
331 |
|
|
|
293 |
|
|
|
19,783 |
|
|
|
16,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
1,044 |
|
|
|
1,002 |
|
|
|
9,264 |
|
|
|
7,735 |
|
|
|
161 |
|
|
|
80 |
|
|
|
86 |
|
|
|
97 |
|
|
|
10,555 |
|
|
|
8,914 |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,755 |
|
|
|
5,481 |
|
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,197 |
|
|
|
993 |
|
Other (income)/expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(186 |
) |
|
|
(185 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,789 |
|
|
|
2,625 |
|
Finance (expense)/income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(46 |
) |
|
|
(177 |
) |
Share of profit/(loss) of equity accounted investees, net of income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,747 |
|
|
|
2,453 |
|
Income tax (expense)/benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(120 |
) |
|
|
(357 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,627 |
|
|
|
2,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 1: Segment revenue for the three months ended June 30, 2011 does not include inter-segment
revenues from PSAI to Global Generics which is accounted for at cost of
929 (as compared to
777
for the three months ended June 30, 2010).
14
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, 2011 and 2010.
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, |
|
|
|
2011 |
|
|
2010 |
|
India |
|
|
2,936 |
|
|
|
2,778 |
|
North America (the United States and Canada) |
|
|
5,756 |
|
|
|
3,898 |
|
Russia and other countries of the former Soviet Union |
|
|
3,018 |
|
|
|
2,552 |
|
Europe |
|
|
1,802 |
|
|
|
1,836 |
|
Others |
|
|
912 |
|
|
|
853 |
|
|
|
|
|
|
|
|
|
|
|
14,424 |
|
|
|
11,917 |
|
|
|
|
|
|
|
|
Analysis of revenue by key products within PSAI segment:
An analysis of revenues by key products in the Companys PSAI segment is given below:
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Escitalopram |
|
|
269 |
|
|
|
42 |
|
Naproxen |
|
|
264 |
|
|
|
157 |
|
Atorvastatin |
|
|
254 |
|
|
|
67 |
|
Clopidogrel |
|
|
239 |
|
|
|
225 |
|
Gemcitabine |
|
|
230 |
|
|
|
359 |
|
Ciprofloxacin |
|
|
224 |
|
|
|
292 |
|
Ramipril |
|
|
197 |
|
|
|
151 |
|
Rabeprazole |
|
|
180 |
|
|
|
137 |
|
Finasteride |
|
|
156 |
|
|
|
193 |
|
Ranitidine |
|
|
131 |
|
|
|
121 |
|
Others |
|
|
2,687 |
|
|
|
2,755 |
|
|
|
|
|
|
|
|
Total |
|
|
4,831 |
|
|
|
4,499 |
|
|
|
|
|
|
|
|
15
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
3. |
|
Segment reporting (continued) |
An analysis of revenues by key products in the Companys Global Generics segment is given
below:
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Omeprazole |
|
|
2,609 |
|
|
|
1,658 |
|
Nimesulide |
|
|
944 |
|
|
|
900 |
|
Tacrolimus |
|
|
648 |
|
|
|
237 |
|
Ketorol |
|
|
524 |
|
|
|
461 |
|
Lansoprazole |
|
|
522 |
|
|
|
|
|
Ciprofloxacin |
|
|
522 |
|
|
|
561 |
|
Ceterizine |
|
|
372 |
|
|
|
314 |
|
Ibuprofen |
|
|
364 |
|
|
|
260 |
|
Ranitidine |
|
|
328 |
|
|
|
283 |
|
Fexofenadine (hcl and pseudoephedrine) |
|
|
314 |
|
|
|
192 |
|
Others |
|
|
7,277 |
|
|
|
7,051 |
|
|
|
|
|
|
|
|
Total |
|
|
14,424 |
|
|
|
11,917 |
|
|
|
|
|
|
|
|
4. |
|
Business combination and other acquisitions |
Acquisition of GSKs manufacturing facility in Bristol, Tennessee, U.S.A. and product rights
On November 23, 2010, the Company through its wholly-owned subsidiary, Dr. Reddys Laboratories
Tennessee LLC, entered into an asset purchase agreement with Glaxosmithkline LLC and Glaxo Group
Limited (collectively, GSK) for the acquisition of GSKs penicillin-based antibiotics
manufacturing facility in Bristol, Tennessee, U.S.A., the U.S. FDA approved product related rights
over GSKs Augmentin
® (branded and generic) and Amoxil
® (brand) brands of oral penicillin-based
antibiotics in the United States (GSK retained the existing rights for these brands outside the
United States), certain raw materials and finished goods inventory associated with Augmentin
®, and
rights to receive certain transitional services from GSK. The transaction was subsequently
consummated on March 29, 2011. The total cash consideration for the transaction amounted to
1,169
(U.S. $26). Through this acquisition, the Company entered the U.S penicillin-containing
antibacterial market segment, thereby broadening its portfolio in North America. The Company has
accounted for this transaction as an acquisition of business in accordance with IFRS No. 3,
Business Combinations (Revised), as the integrated set of assets acquired constitutes a business as
defined in the standard. Accordingly, the financial results of this acquired business for the
period from March 29, 2011 to March 31, 2011 have been included in the consolidated financial
statements of the Company. The following table summarizes the estimated fair value of the assets
acquired and liabilities assumed at the date of acquisition.
|
|
|
|
|
|
|
Recognized values on |
|
Particulars |
|
acquisition |
|
Property, plant and equipment |
|
|
688 |
|
Intangible assets |
|
|
321 |
|
Inventories |
|
|
146 |
|
Other assets |
|
|
132 |
|
Deferred tax liability |
|
|
(45 |
) |
|
|
|
|
Net identifiable assets and liabilities |
|
|
1,242 |
|
Negative goodwill recognized in other expense/(income), net(1) |
|
|
(73 |
) |
|
|
|
|
Consideration paid in cash |
|
|
1,169 |
|
|
|
|
|
|
|
|
(1) |
|
The negative goodwill on acquisition is attributable mainly to lower amounts paid towards
intangible and other assets. |
No pro-forma information was disclosed in the consolidated financial statements for the year ended
March 31, 2011 as the acquisition is immaterial.
16
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, Russian roubles and Euros.
The Company uses forward exchange contracts and option contracts (derivatives) to mitigate its
risk of changes in foreign currency exchange rates. Where necessary, the forward exchange contracts
are rolled over at maturity. Further, the Company uses non-derivative financial instruments as part
of its foreign currency exposure risk mitigation strategy.
Forecasted transactions
Derivatives:
The Company classifies its option and forward contract hedging forecasted transactions as cash
flow hedges and measures them at fair value. The fair value of option and forward contracts used as
hedges of forecasted transactions at June 30, 2011 was an asset of
571 (as compared to an asset of
516 at March 31, 2011). This amount was recognized as derivatives measured at fair value.
Non-derivatives:
The Company designates as hedging instruments certain non-derivative financial liabilities for
hedging of foreign currency risk associated with forecasted transactions and, accordingly, applies
cash flow hedge accounting for such relationships. The fair value of such non-derivative
liabilities was
7,676 as at June 30, 2011 as compared to
8,398 as at March 31, 2011 which has
been disclosed as a part of Short term borrowings in the statements of financial position.
Re-measurement of these non-derivative financial liabilities, from their initial recognized value
to the value in rupee terms as at the reporting date, resulted in a foreign exchange difference of
16 as at June 30, 2011, as compared to
37 as at March 31, 2011. Such foreign exchange difference
has been disclosed as part of the hedging reserve.
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 statements. 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 are recognized in
fair value derivatives was an asset of
247 at June 30, 2011 (as compared to an asset of
268 at
March 31, 2011).
Fair values
The net carrying amount and fair value of all financial instruments, except derivative
financial instruments, as at June 30, 2011 was a net liability of
18,507 (as compared to a net
liability of
19,171 at March 31, 2011).
Recognition:
In respect of foreign currency derivative financial instruments, the Company recognized a net
gain of
156 and
12 for the three months ended June 30, 2011 and 2010, 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, as a component of equity, a net gain of
60, and a net loss of
573 for the
three months ended June 30, 2011 and 2010, respectively. The Company also recorded, as part of
revenue, a net gain of
158 and
126 during the three months ended June 30, 2011 and 2010,
respectively.
In respect of non-derivative financial liabilities, the Company has recorded, as a component
of equity, a net loss of
53 for the three months ended June 30, 2011 and
0 for the three months
ended June 30, 2010.
17
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
6. |
|
Cash and cash equivalents |
Cash and cash equivalents consist of:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2011 |
|
|
March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
Cash balances |
|
|
9 |
|
|
|
10 |
|
Balances with banks |
|
|
5,191 |
|
|
|
5,247 |
|
Time deposit balances with banks |
|
|
268 |
|
|
|
472 |
|
|
|
|
|
|
|
|
Cash and cash equivalents on the statements of
financial position |
|
|
5,468 |
|
|
|
5,729 |
|
Bank overdrafts used for cash management purposes |
|
|
|
|
|
|
(69 |
) |
|
|
|
|
|
|
|
Cash and cash equivalents in the cash flow statement |
|
|
5,468 |
|
|
|
5,660 |
|
|
|
|
|
|
|
|
Balances with banks included restricted cash of
253 for the
three months ended June 30, 2011 and the year ended March 31, 2011, which consisted of:
|
|
20 as of June 30, 2011 and March 31, 2011, representing amounts in the
Companys unclaimed dividend account, which are therefore restricted; |
|
|
150 as of June 30, 2011 and March 31, 2011, representing amounts in an escrow
account for settlement of the payment due in respect of the Companys exercise of the
portfolio termination value option under its research and development agreement with I-VEN
Pharma Capital Limited; and |
|
|
83 as of June 30, 2011 and March 31, 2011, representing amounts deposited as security for a
bond executed for an environmental liability relating to the Companys site in Mirfield,
United Kingdom. |
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2011 |
|
|
March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
Raw materials |
|
|
5,517 |
|
|
|
4,777 |
|
Packing material, stores and spares |
|
|
1,196 |
|
|
|
1,115 |
|
Work-in-process |
|
|
4,618 |
|
|
|
4,220 |
|
Finished goods |
|
|
6,070 |
|
|
|
5,947 |
|
|
|
|
|
|
|
|
|
|
|
17,401 |
|
|
|
16,059 |
|
|
|
|
|
|
|
|
During the three months ended June 30, 2011, the Company recorded inventory write-downs
of
305 (as compared to
241 for the three months ended June 30, 2010). These adjustments were
included in cost of revenues. Cost of revenues for the three months ended June 30, 2011 include raw
materials, consumables and changes in finished goods and work in progress recognized in the income
statements of
5,830 (as compared to
5,041 for the three months ended June 30, 2010). The above
table includes inventories of
972 and
860 which are carried at fair value less cost to sell as
at June 30, 2011 and March 31, 2011, respectively.
18
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
8. |
|
Property, plant and equipment |
Acquisitions and disposals
During the three months ended June 30, 2011, the Company acquired assets at an aggregate cost
of
1,692 (as compared to a cost of
2,164 and
10,146 for the three months ended June 30, 2010 and
the year ended March 31, 2011, respectively). Assets with a net book value of
8 were disposed of
during the three months ended June 30, 2011 (as compared to
22 and
450 for the three months ended
June 30, 2010 and the year ended March 31, 2011, respectively), resulting in a net loss on disposal
of
8 (as compared to net gain of
1 and
272 for the three months ended June 30, 2010 and the year
ended March 31, 2011, respectively). Depreciation expense for the three months ended June 30, 2011
was
828 (as compared to
688 for the three months ended June 30, 2010).
Government grants
During the three months ended June 30, 2011, the Company obtained the approval for its
application for certain grants associated with construction of a manufacturing facility in the
United States from the State of Louisiana amounting to
30 (U.S.$0.7). As per the terms of the
grant, the State of Louisiana has placed certain ongoing conditions on the Company, requiring a
minimum cost to be incurred and also requiring employment of a minimum number of people. In
proportion to the actual cost incurred, the Company has accrued the proportionate share of the
grant as a reduction from the carrying value of property, plant and equipment.
Capital commitments
As of June 30, 2011 and March 31, 2011, the Company was committed to spend approximately
3,292 and
3,459, respectively, under agreements to purchase property, plant and equipment. This
amount is net of capital advances paid in respect of such purchases.
Goodwill arising upon business acquisitions is not amortized but tested for impairment at
least annually or more frequently if there is any indication that the cash generating unit to which
goodwill is allocated is impaired.
The following table presents the changes in goodwill during the three months ended June 30,
2011 and 2010 and the year ended March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Three months ended |
|
|
Year ended March |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
31, 2011 |
|
Opening balance (1) |
|
|
18,273 |
|
|
|
18,267 |
|
|
|
18,267 |
|
Goodwill arising on business combinations |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of translation adjustments |
|
|
4 |
|
|
|
(6 |
) |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
Closing balance (1) |
|
|
18,277 |
|
|
|
18,261 |
|
|
|
18,273 |
|
|
|
|
|
|
|
|
|
|
|
Less: Impairment loss (2) |
|
|
(16,093 |
) |
|
|
(16,093 |
) |
|
|
(16,093 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,184 |
|
|
|
2,168 |
|
|
|
2,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This does not include goodwill arising upon investment in associates of 181, which is
included in the carrying value of the investment in the equity accounted investees. |
|
|
|
(2) |
|
The impairment loss
of 16,093 includes 16,003
pertaining to the Companys German subsidiary, betapharm
Arzneimittel GmbH, which is part of
the Companys Global Generics segment. |
19
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
10. |
|
Other intangible assets |
Acquisitions of intangibles
During the three months ended June 30, 2011, the Company acquired other intangible assets at
an aggregate cost of
12 (as compared to a cost of
3 for the three months ended June 30, 2010 and
2,125 for the year ended March 31, 2011).
Amortization expenses for the three months ended June 30, 2011 were
405 (as compared to
amortization expenses of
288 for the three months ended June 30, 2010).
In November 2007, the Company entered into a Distribution and Supply Agreement with Ceragenix
Pharmaceuticals, Inc. and Ceragenix Corporation (collectively, Ceragenix). Under this agreement,
the Company 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. In June 2010, Ceragenix (both entities) filed voluntary petitions under Chapter 11 of
the U.S. Bankruptcy Code. On June 24, 2011 the United States Bankruptcy Court for the District of
Colorado permitted Ceragenix to sell the patent rights, certain business assets and intellectual
property relating to EpiCeram
® to PuraCap Pharmaceutical LLC and to terminate the Companys rights
under its Distribution and Supply Agreement with Ceragenix. However, the court ordered Ceragenix to
pay U.S.$2.75 to the Company out of the sales proceeds of the above mentioned assets and
intellectual property, as compensation for the termination of the Distribution and Supply
Agreement. Upon termination of the Distribution and Supply Agreement, the Company de-recognized the
asset and recorded a gain of
27 (excess of amount received over the carrying value of the asset as
at June 24, 2011) as part of other (income)/loss in these unaudited condensed consolidated interim
financial statements during the three months ended June 30, 2011.
On March 31, 2011, the Company, through its wholly owned subsidiary Promius Pharma LLC,
entered into an agreement with Coria Laboratories Limited (a subsidiary of Valeant Pharmaceuticals
International, Inc.) (Coria) for the right to manufacture, distribute and market its Cloderm
®
(clocortolone pivalate 0.1%) product in the United States. Cloderm
® is a cream used for treating
dermatological inflammation, and is an existing U.S. FDA approved product. In addition to
acquiring all relevant U.S. FDA product regulatory approvals and intellectual property rights
(other than trademarks) associated with the Cloderm
® product, the Company also acquired an
underlying raw material supply contract and an exclusive license to use the trademark Cloderm
®
for a period of 8 years. The rights and ownership of this trademark would get transferred from
Coria to the Company at the end of the 8th year, subject to payment of all royalties under the
contract by the Company. Considerations for these transactions includes an upfront payment of
1,605 (U.S. $36) in cash and contingent consideration in the form of a royalty equal to 4% of the
Companys net sales of Cloderm
® in the United States during the 8 year trademark license period.
Since the integrated set of assets acquired as part of these transactions does not meet the
definition of a business, the acquisition has been recorded as a purchase of an integrated set of
complementary intangible assets with similar economic useful lives. Furthermore, contingent
payments associated with future sales have also been considered as an element of cost, as they are
directly associated with the acquisition of absolute control over the product related intangibles
and do not relate to any substantive future activities either by the Company or Coria. Accordingly
an amount of
171 (U.S. $4) has been measured as managements best estimate of the present value
for the royalty payments over the 8 year trademark license period.
Product related intangibles acquired during the year ended March 31, 2010 included an amount
of
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.
20
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
Short term loans and borrowings
The Company had undrawn lines of credit of
13,960 and
13,090 as of June 30, 2011 and March
31, 2011, 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, 2011 |
|
|
March 31, 2011 |
|
Rupee borrowings |
|
9.75% |
|
|
8.75% |
|
Borrowings on receivables transfer arrangement |
|
LIBOR+75-90 bps |
|
|
LIBOR+75-100 bps |
|
Other foreign currency borrowings |
|
LIBOR+ 55-95 bps 5% to 20% |
|
|
LIBOR+ 50 -175 bps 5% to 8% |
|
Transfer of financial asset
During the year ended March 31, 2011, the Company entered into a receivables transfer
arrangement with Citibank, India, in which the Company transferred
2,215 (U.S.$49) of short term
trade receivables in return for obtaining short term funds. As part of the transaction, the Company
provided Citibank with credit indemnities over the expected losses of those receivables. Since the
Company has retained substantially all of the risks and rewards of ownership of the trade
receivables including the contractual rights to the associated cash flows, the Company continues to
recognize the full carrying amount of the receivables and has recognized the cash received in
respect of the transaction as short term borrowings. As of June 30, 2011, the carrying amount of
the transferred short-term receivables which were subject to this arrangement was
767 (U.S $17.16)
and the carrying amount of the associated liability was
754 (U.S $16.9). As of March 31, 2011, the
carrying amount of the transferred short-term receivables which were subject to this arrangement
was
838 (U.S $18.78) and the carrying amount of the associated liability was
825 (U.S $18.50).
Short-term borrowings- hedging instruments
During the year ended March 31, 2011, the Company borrowed foreign currency denominated short
term loans amounting to
8,398. In connection with such borrowings, the Company documented an
effective cash flow hedge relationship for the foreign currency exposure associated with such
foreign currency borrowings and for the probable anticipated foreign currency sales transactions of
approximately
7,676 (U.S.$150 and EUR 15). Accordingly, the foreign exchange differences arising
from re-measurement of these foreign currency monetary items before translation into the reporting
currency of the Company has been recognized as a component of equity within the hedging reserve.
The Company has recorded a loss of
53 towards foreign exchange differences arising from
re-measurement of these foreign currency borrowings for the three months ended June 30, 2011 (as
compared to
0 for the three months ended June 30, 2010).
Long term loans and borrowings
Long term loans and borrowings consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2011 |
|
|
March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
Obligations under finance leases |
|
|
283 |
|
|
|
256 |
|
Bonus debentures |
|
|
5,031 |
|
|
|
5,027 |
|
|
|
|
|
|
|
|
|
|
|
5,314 |
|
|
|
5,283 |
|
|
|
|
|
|
|
|
|
|
Less: Current portion |
|
|
|
|
|
|
|
|
Obligations under finance leases |
|
|
28 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current portion |
|
|
|
|
|
|
|
|
Obligations under finance leases |
|
|
255 |
|
|
|
244 |
|
Bonus debentures |
|
|
5,031 |
|
|
|
5,027 |
|
|
|
|
|
|
|
|
|
|
|
5,286 |
|
|
|
5,271 |
|
|
|
|
|
|
|
|
21
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
11. |
|
Loans and borrowings (continued) |
Issuance of bonus debentures
As explained in Note 23 of these condensed consolidated interim financial statements, during
the year ended March 31, 2011, the Company issued unsecured redeemable bonus debentures amounting
to
5,078. In relation to the issuance, the Company has incurred directly attributable transaction
cost of
51. The bonus debentures do not carry the right to vote or the right to participate in any
of the distributable profits or residual assets of the Company, except that the holders of the
bonus debentures participate only to the extent of the face value of the instrument plus accrued
and unpaid interest thereon. These bonus debentures are mandatorily redeemable at the face value on
March 23, 2014 and the Company is obligated to pay the holders of its bonus debentures an annual
interest payment equal to 9.25% of the face value thereof on March 24 of each year until (and
including upon) maturity. These bonus debentures are measured at amortized cost using the effective
interest rate method. The carrying value of these bonus debentures as at June 30, 2011 was
5,031.
Interest rate profile of long-term loans and borrowings
An interest rate profile of long-term loans and borrowings is given below:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2011 |
|
|
March 31, 2011 |
|
Bonus debentures |
|
|
9.25 |
% |
|
|
9.25 |
% |
12. |
|
Other (income)/expense, net |
Other (income)/expense, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
(Profit)/loss on sale of property, plant
and equipment and intangible assets, net |
|
|
(23 |
) |
|
|
(1 |
) |
Sale of spent chemical |
|
|
(79 |
) |
|
|
(57 |
) |
Miscellaneous income |
|
|
(92 |
) |
|
|
(127 |
) |
Provision for expected claim from innovator |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(186 |
) |
|
|
(185 |
) |
|
|
|
|
|
|
|
13. |
|
Finance (expense)/income, net |
Finance (expense)/income, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
12 |
|
|
|
60 |
|
Foreign exchange (loss)/gain |
|
|
158 |
|
|
|
(224 |
) |
Profit on sale of investments |
|
|
17 |
|
|
|
38 |
|
Interest expense |
|
|
(233 |
) |
|
|
(51 |
) |
|
|
|
|
|
|
|
|
|
|
(46 |
) |
|
|
(177 |
) |
|
|
|
|
|
|
|
22
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
14. |
|
Share capital and share premium |
During the three months ended June 30, 2011 and 2010, a total of 223,100 and 298,878 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, 2011, an aggregate of 5,000 options
having an exercise price based upon the fair market value of the underlying shares (or Category A
options) were exercised, with each having an exercise price of
448, and 218,100 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
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 interim statement of changes in equity for the
period ended June 30, 2011.
Basic earnings per share
The calculation of basic earnings per share for the three months ended June 30, 2011 was based
on the profit attributable to equity shareholders of
2,627 (as compared to a profit of
2,096 for
the three months ended June 30, 2010) and a weighted average number of equity shares outstanding
during the three months ended June 30, 2011 and 2010, calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Issued equity shares as on April 1 |
|
|
169,252,732 |
|
|
|
168,845,385 |
|
Effect of shares issued upon exercise of stock options |
|
|
52,633 |
|
|
|
47,953 |
|
Weighted average number of equity shares at June 30 |
|
|
169,305,365 |
|
|
|
168,893,338 |
|
Diluted earnings per share
The calculation of diluted earnings per share for the three months ended June 30, 2011 was
based on the profit attributable to equity shareholders of
2,627 (as compared to a profit of
2,096 for the three months ended June 30, 2010) and the weighted average number of equity shares
outstanding during the three months ended June 30, 2011 and 2010, calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Weighted average number of ordinary shares at June 30 (Basic) |
|
|
169,305,365 |
|
|
|
168,893,338 |
|
Effect of stock options outstanding |
|
|
720,758 |
|
|
|
925,421 |
|
Weighted average number of equity shares at June 30 (Diluted) |
|
|
170,026,123 |
|
|
|
169,818,759 |
|
The change in accounting policy had an immaterial impact on the basic and diluted earnings per
share for each of the periods reported.
23
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
16. |
|
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 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.,
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.,
5 per option).
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 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 DRL 2007 Plan vest in periods ranging between one and four years and generally have a
maximum contractual term of five years.
24
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
16. |
|
Employee stock incentive plans (continued) |
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.,
5 per option).
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 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.
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 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, 2011 under
the above plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Exercise |
|
|
Vesting |
|
|
Contractual |
|
|
|
instruments |
|
|
price |
|
|
period |
|
|
life |
|
DRL 2002 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
262,520 |
|
|
|
5.00 |
|
|
|
1 to 4 years |
|
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DRL 2007 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
56,060 |
|
|
|
5.00 |
|
|
|
1 to 4 years |
|
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aurigene ESOP Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
16. |
|
Employee stock incentive plan (continued) |
The terms and conditions of the grants made during the three months ended June 30, 2010 under
the above plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Exercise |
|
|
Vesting |
|
|
Contractual |
|
|
|
instruments |
|
|
price |
|
|
period |
|
|
life |
|
DRL 2002 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
284,070 |
|
|
|
5.00 |
|
|
|
1 to 4 years |
|
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DRL 2007 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
58,660 |
|
|
|
5.00 |
|
|
|
1 to 4 years |
|
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aurigene ESOP Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average inputs used in computing the fair value of such grants were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Expected volatility |
|
|
28.92 |
% |
|
|
34.34 |
% |
Exercise price |
|
|
5.00 |
|
|
|
5.00 |
|
Option life |
|
|
2.42 Years |
|
|
|
2.43 Years |
|
Risk-free interest rate |
|
|
8.34 |
% |
|
|
6.04 |
% |
Expected dividends |
|
|
0.70 |
% |
|
|
0.40 |
% |
Grant date share price |
|
|
1598.57 |
|
|
|
1242.55 |
|
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, 2011 and 2010 amounts of
64 and
66, respectively,
have
been recorded as total employee share based expense under all employee stock incentive plans. As
of June 30, 2011, there was approximately
528 of total unrecognized compensation cost related to
unvested stock options. This cost is expected to be recognized over a weighted-average period of
3.41 years.
26
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
17. |
|
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, 2011 and 2010
are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Service cost |
| |
21 |
|
| |
16 |
|
Interest cost |
|
|
13 |
|
|
|
9 |
|
Expected return on plan assets |
|
|
(9 |
) |
|
|
(8 |
) |
Recognized net actuarial (gain)/loss |
|
|
3 |
|
|
|
1 |
|
|
|
|
|
|
|
|
Net amount recognized |
| |
28 |
|
| |
18 |
|
|
|
|
|
|
|
|
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, 2011 and 2010
are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Service cost |
| |
5 |
|
| |
4 |
|
Interest cost |
|
|
7 |
|
|
|
6 |
|
Expected return on plan assets |
|
|
(7 |
) |
|
|
(7 |
) |
Recognized net actuarial (gain)/loss |
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
Net amount recognized |
| |
7 |
|
| |
5 |
|
|
|
|
|
|
|
|
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 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
Company. Accordingly the Company has valued the liability through an independent actuary.
27
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
17. |
|
Employee benefit plans
(continued) |
The components of net periodic benefit cost for the three months ended June 30, 2011 and 2010 are
as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Service cost |
| |
2 |
|
| |
2 |
|
Interest cost |
|
|
1 |
|
|
|
1 |
|
Expected return on plan assets |
|
|
|
|
|
|
|
|
Recognized net actuarial (gain)/loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
| |
3 |
|
| |
3 |
|
|
|
|
|
|
|
|
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 and other significant adverse events in the German generic
pharmaceutical market, 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
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. A total of
435 (Euro 6.6) of such severance payments were recorded during
the three months ended June 30, 2010. There were no restructuring activities during the three
months ended June 30, 2011.
Termination
benefits in India
On June 20, 2011, the Company announced a voluntary retirement scheme (i.e., a termination
benefit) applicable to certain eligible employees of Dr. Reddys Laboratories Limited. As per the
scheme, employees whose voluntary retirement is accepted by the Company will be paid an amount
computed based on the methodology described in the scheme, with the maximum amount restricted to
0.8 per employee. An amount of
136 has been recognized as a termination benefit in the unaudited
condensed consolidated interim financial statements for the three months ended June 30, 2011.
28
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
Income tax expense is recognized based on the Companys best estimate of the average annual
income tax rate expected for the fiscal year applied to the pre-tax income of the interim period.
The average annual income tax rate is determined for each taxing jurisdiction and applied
individually to the interim period pre-tax income of each jurisdiction. The difference between the
estimated average annual income tax rate and the enacted tax rates 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.
The Companys consolidated weighted average tax rate for the three months ended June 30, 2011
and 2010 was 4.35% and 14.55%, respectively. Income tax expense was
120 for the three months ended
June 30, 2011, as compared to income tax expense of
357 for the three months ended June 30, 2010.
The decrease in the consolidated weighted average tax rate during the three months ended June 30,
2011 is primarily due to deductible temporary differences arising from unrealized inter-company
profits on inventory held by the Company at the end of reporting period in higher tax
jurisdictions. As per the requirements of IFRS, the Company is required to create a deferred tax
asset in respect of unrealized inter-company profit arising on inventory held by the Company at the
end of reporting period by applying the tax rate of the jurisdiction in which the inventory is
held.
Total tax benefit recognized directly in the equity amounting to
42 for the three months
ended June 30, 2011 (as compared to a tax benefit amounting to
271 for the three months ended June
30, 2010).
There are certain income-tax related legal proceedings that are pending against the Company
that have arisen in the ordinary course of business. 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.
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 had 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 was
302 (EUR 5).
Accordingly, the Company had recorded that amount as additional current tax expense in the income
statement for the year ended 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 liabilities
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
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 indemnity right). The right to
make tax related indemnity claims would lapse and be time barred at the end of the seven year
anniversary of the closing of the acquisition (in March 2013). Upon receipt of such preliminary tax
demands, the Company initiated the process of exercising such indemnity rights against the sellers
of betapharm and had concluded that, as of March 31, 2010, the Companys recovery of the full tax
amounts demanded by the German tax authorities was virtually certain. Accordingly, a separate asset
amounting to
302 (EUR 5) representing such indemnity right against the sellers was recorded as
part of other assets in the statement of financial position, with a corresponding credit to the
current tax expense for the year ended March 31, 2010.
During the three months ended June 30, 2011, the aforesaid tax audits were completed
and the Company is awaiting the final tax demand notice. The Company does not expect the amount
of tax demand to be materially different from that recognized in the statement of financial
position (i.e.,
302 (EUR 5)).
19. |
|
Acquisition of Non-controlling Interests |
Dr. Reddys Laboratories (Proprietary) Limited
During the three months ended June 30, 2010, the Company acquired the non-controlling interest
of 40% in Dr. Reddys Laboratories (Proprietary) Limited from Calshelf Investments 214
(Proprietary) Limited, as a result of which it became the Company wholly-owned subsidiary. The
total purchase consideration was
525 (or, in South African Rand, ZAR 81).
Acquisition of the non-controlling interest was recorded as a treasury transaction as part of
the unaudited condensed consolidated interim statement of changes in equity, as it represented
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 was
recognized as a reduction from retained earnings and attributed to the shareholders of the Company.
29
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
The Company has entered into transactions with the following related parties:
|
|
|
Green Park Hotel and Resorts Limited (formerly known as Diana Hotels Limited) for hotel
services; |
|
|
|
A.R. Life Sciences Private Limited for availing processing services of raw materials and
intermediates; |
|
|
|
Dr. Reddys Holdings Limited; |
|
|
|
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.
Additionally, the Company has also provided or taken loans and advances from significant
interest entities.
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.
See Note 17 for further information on transactions between the Company and the Gratuity Fund.
The following is a summary of significant related party transactions:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Purchases from significant interest entities* |
| |
212 |
|
| |
60 |
|
Sales to significant interest entities* |
|
|
139 |
|
|
|
27 |
|
Contribution to a significant interest entity towards social development |
|
|
34 |
|
|
|
26 |
|
Lease rental paid under cancellable operating leases to key management
personnel and their relatives |
|
|
8 |
|
|
|
7 |
|
Hotel expenses paid |
|
|
5 |
|
|
|
7 |
|
|
|
|
* |
|
Purchases and sales are to A.R. Life Sciences Private Limited for processing services of raw
materials and intermediates. |
The above table does not include the following transactions between key management personnel
and the Company:
|
|
|
During the three months ended June 30, 2010, the Company exchanged a parcel of land
owned by it for another parcel of land of equivalent size that adjoins its research
facility, owned by the key management personnel. The Company concluded that this
exchange transaction lacks commercial substance and has accordingly recorded the land
acquired at the carrying amount of the land transferred, with no profit or loss being
recorded for the same. |
30
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
20. |
|
Related parties (continued) |
The following table describes the components of compensation paid to key management personnel:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
June 30, |
|
Particulars |
|
2011 |
|
|
2010 |
|
Salaries |
| |
74 |
|
| |
64 |
|
Commission* |
|
|
76 |
|
|
|
86 |
|
Other perquisites |
|
|
|
|
|
|
1 |
|
Contributions to defined contribution plans |
|
|
3 |
|
|
|
2 |
|
Share-based payments |
|
|
13 |
|
|
|
13 |
|
|
|
|
|
|
|
|
Total |
| |
166 |
|
| |
166 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
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, 2011 |
|
|
March 31, 2011 |
|
Significant interest entities |
| |
104 |
|
| |
114 |
|
Key management personnel |
|
|
5 |
|
|
|
5 |
|
As at March 31, 2010, the Company had advanced
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 completed the acquisition of this
special purpose entity and has therefore obtained control over the land. Consequently, an amount of
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, 2011 |
|
|
March 31, 2011 |
|
Significant interest entities |
| |
63 |
|
| |
81 |
|
Key management personnel |
|
|
2 |
|
|
|
1 |
|
31
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
21. |
|
Disclosure of Expense by Nature |
The below tables disclose the details of certain expenses incurred by their nature for the
three months ended June 30, 2011 and 2010, respectively.
|
|
|
* |
|
Employee benefits include all forms of consideration given by an entity in exchange for
services rendered by employees. |
22. Change in currency translation rate in Venezuela
The Companys Venezuela operations are primarily restricted to the import by Dr. Reddys
Venezuela, C.A. of pharmaceutical products from the parent company or other subsidiaries of the
Company for the purpose of supply in the local market, Venezuela. The operations are conducted as
an extension of the parent company and accordingly, the functional currency of that operation has
been determined as the Indian rupee since its formation. In the recent past, the inflationary
trends in Venezuela have been volatile. On January 8, 2010, the Venezuelan government announced the
devaluation of the Bolivar Fuerte (VEF), the currency of Venezuela. The official exchange rate of
2.15 VEF per U.S. dollar, in effect since 2005, was replaced effective January 11, 2010, with a
dual-rate regime. The two-tiered official exchange rates were (1) the essentials rate at VEF 2.60
per U.S. dollar for items designated by the Venezuelan government as essential items (such as
food, medicine, and heavy machinery; remittances to relatives settled abroad; and public sector
imports, including school supplies, science, and technology needs) and (2) the non-essentials
rate at VEF 4.30 per U.S. dollar applied to other items in the economy. Therefore, effective
January 1, 2010, the country was hyperinflationary (a label generally considered to apply if the
cumulative three-year inflation exceeds 100%). The Companys products were exchanged at the
essentials rate and, accordingly, the Company used VEF 2.60 per U.S. dollar in recording its VEF
denominated transactions for the applicable periods, and the resulting exchange gains/losses were
recorded through profit or loss.
On December 30, 2010, the Foreign Exchange Administration Commission of Venezuela (commonly
referred to as the CADIVI) enacted a decree (exchange
agreement No. 14) to further devalue the
exchange rate from 2.60 VEF per U.S. dollar to 4.30 VEF per U.S. dollar effective January 1, 2011,
thereby repealing the essential rate. Furthermore, on January 13, 2011, the CADIVI issued another
decree to interpret the transitional requirements for the use of the new official exchange rate and
stated that if the following conditions were satisfied, the use of the pre-devaluation rate of 2.60
VEF per U.S. dollar would be permissible:
|
|
|
For fund repatriation to the extent the CADIVI has issued approvals in the form of
approvals of Autorización de Liquidación de Divisas (ALD) and which have been sent to and
received by the Banco Central de Venezuela by December 31, 2010; and |
|
|
|
For foreign currency acquisition to the extent the CADIVI had issued an Authorization
of Foreign Currency Acquisition (AAD) by December 31, 2010 and the approval relates to
imports for the health and food sectors or certain other specified purposes. |
The Company has not applied the requirements of IAS 29, Financial reporting in
hyperinflationary economies, as the functional currency of the Venezuelan operation is the Indian
Rupee. As at June 30, 2011 the Company has repatriated all
monetary items for which it obtained the approval to use the essentials rate in its Venezuelan
operations except for approximately U.S.$2. The Company secured sufficient approvals for the use
of the essentials rate for U.S.$2 of VEF denominated
monetary items and, accordingly, the Companys
remaining monetary items of approximately U.S.$2 has been translated into the functional currency at
the preferential rate of 2.60 VEF per U.S. dollar.
32
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
On March 31, 2010, the Companys Board of Directors approved a scheme for the issuance of
bonus debentures (in-kind, i.e., for no cash consideration) to its shareholders to be effected by
way of capitalization of its retained earnings. The scheme was subject to the successful receipt of
necessary approvals of the Companys shareholders, the High Court of Andhra Pradesh, India and
other identified regulatory authorities as mentioned in the scheme. All necessary approvals to
effectuate the scheme, including that of the High Court, were received during the year ended March
31, 2011. Accordingly, on March 24, 2011, the Company issued these debentures to the shareholders
of the Company.
The following is a summary of the key terms of the issuance:
The following is a summary of certain additional terms of the issuance:
|
|
|
Fully paid up bonus debentures carrying a face value of 5 each were issued to the
Companys shareholders in the ratio of 6 bonus debentures for each equity share held by
such shareholders on March 18, 2011. |
|
|
|
The bonus debentures are unsecured and are not convertible into equity shares of the
Company. |
|
|
|
The Company delivered cash in the aggregate value of the bonus debentures into an escrow
account of a merchant banker in India appointed by the Companys Board of Directors. The
merchant banker received such amount for and on behalf of and in trust for the shareholders
who are entitled to receive bonus debentures. Upon receipt of such amount, the merchant
banker paid the amount to the Company, for and on behalf of the shareholders as
consideration for the allotment of debentures to them. |
|
|
|
These bonus debentures have a maturity of 36 months, at which time the Company must
redeem them for cash in an amount equal to the face value of 5 each, plus any unpaid
interest, if any. |
|
|
|
These bonus debentures carry an interest rate of 9.25% per annum. The interest on the
debentures shall be paid at the end of 12, 24 and 36 months from the date of issuance. |
|
|
|
These bonus debentures are listed on stock exchanges in India so as to provide liquidity
for the holders. |
|
|
|
Issuance of these bonus debentures will be treated as a deemed dividend under section
2 (22) (b) of the Indian Income Tax Act, 1961 and accordingly, the Company will be required
to pay a dividend distribution tax. |
|
|
|
Under Indian Corporate Law and as per the terms of the approved bonus debenture scheme,
the Company has created a statutory reserve (the Debenture Redemption Reserve) in which
it is required to deposit a portion of its profits made during each year prior to the
maturity date of the bonus debentures until the aggregate amount retained in such reserve
equals 50% of the face value of the debentures then issued and outstanding. The funds in
the Debenture Redemption Reserve shall be used only to redeem the debentures for so long as
they are issued and outstanding. |
The Company has accounted for the issuance of such debentures as a pro-rata distribution to
the owners acting in the capacity as owners on a collective basis. Accordingly, the Company has
measured the value of such financial instrument at fair value on the date of issuance which
corresponds to the value of the bonus debentures issued on March 24, 2011. The Company has
disclosed the issuances as a reduction from retained earnings in the consolidated statement of
changes in equity with a corresponding credit to loans and borrowings for the value of the
financial liability recognized. Furthermore, in relation to the above mentioned scheme, the Company
incurred costs of
51 in directly attributable transaction costs payable to financial advisors.
This amount has been accounted for as a reduction from debenture liability on the date of issuance
of the bonus debentures and is being amortized over a period of three years using the effective
interest rate method. The associated cash flows for the delivery of cash to the merchant banker and
the subsequent receipt of the same for and on behalf of the shareholders upon issuance of the bonus
debentures has been disclosed separately in the consolidated statement of cash flows as part of
financing activities.
33
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
23. |
|
Bonus Debentures (continued) |
Further, the dividend distribution tax paid by the Company on behalf of the owners in the
amount of
843 has been recorded as part of a reduction from retained earnings in the consolidated
statement of changes in equity for the year ended March 31, 2011. The Company transferred
211 and
19 from the profits earned during the three months ended June 30, 2011 and the year ended
March 31, 2011, respectively, into the Debenture Redemption Reserve and recorded the transfer
through the statement of comprehensive income and statement of changes in equity.
The regulatory framework in India governing issuance of ADRs by an Indian company does not
permit the issuance of ADRs with any debt instrument (including non-convertible rupee denominated
debentures) as the underlying security. Therefore, the depositary of the Companys ADRs (the
Depositary) cannot issue depositary receipts (such as ADRs) with respect to the bonus debentures
issued under the Companys bonus debenture scheme. Therefore, in accordance with the deposit
agreement between the Company and the Depositary (the Deposit Agreement), the bonus debentures
issuable in respect of the shares underlying the Companys ADRs were distributed to the Depositary,
who sold such bonus debentures on April 8, 2011. The Depository converted the net proceeds from
such sale into U.S. dollars and, on June 23, 2011, distributed such U.S. dollars, less any
applicable taxes, fees and expenses incurred and/or provided for under the Deposit Agreement, to
the registered holders of ADRs entitled thereto in the same manner as it would ordinarily
distribute cash dividends under the Deposit Agreement.
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 24 to the unaudited condensed consolidated 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.
34
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
24. |
|
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, of
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
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
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.
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 methods 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.
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 generic version of Allegra D24® product in the U.S.
market, arguing that they were likely to prevail on their claim that the Company infringed AMRs
U.S. Patent No. 7,390,906. In June 2010, the District Court of New Jersey issued the requested
preliminarily injunction against the Company. Sanofi-Aventis and
35
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
24. |
|
Contingencies (continued) |
Product and patent related matters (continued)
AMR posted security of U.S $40
with the District Court of New Jersey towards the possibility that the injunction had been wrongfully granted. The security posted shall remain in place until further
order of the Court. Pending the final outcome of the case, the Company has not recorded any asset
in the consolidated financial statements in connection with this product in the United States.
On January 28, 2011, the District Court of New Jersey ruled that, based on Sanofi-Aventis and
AMRs likely inability to prove infringement by the Companys products, the preliminary injunction
issued in June 2010 should be dissolved. However, Aventis and AMR have the right to appeal this
order in the Federal Circuit of the United States Court of Appeals. The Company subsequently
launched sales of its generic version of Allegra-D 24®. Although the preliminary injunction has
been removed, all such sales are at risk pending final resolution of the litigation. Additionally,
on April 27, 2011 a trial was held regarding two of the listed formulation patents 6039974 and
5738872 (on Allegra-D and Allegra-D 12 products) that were asserted against the Company. The
Company presented non-infringement and invalidity arguments for both. A decision on this trial is
not expected until September 2011. If Aventis and AMR are ultimately successful in their allegation
of patent infringement, the Company could be required to pay damages related to fexofenadine
hydrochloride and fexofenadine-pseudoephedrine tablet sales made by the Company, and could also be
prohibited from selling these products in the future.
Oxycodon, Germany litigation
Since 2007, the Company has sold Oxycodon beta (generic oxycontin) in Germany pursuant to a
license from and supply arrangement with Acino Holding Ltd. (formerly Cimex) (Acino).
Since April 2007, there had been ongoing patent litigation among Mundipharma International
(Mundipharma), the innovator of generic oxycontin, and
Acino and certain of its licensees of generic oxycontin. In January 2011, Mundipharma initiated a separate (secondary) legal
action against the Company. The Company also signed a cost sharing agreement under which Acino
agreed to share a portion of the losses resulting from any Mundipharma damage claim. In August
2011, Acino and Mundipharma entered into a settlement agreement for all patent litigation with
respect to Acinos oxycodone product and Mundipharmas patents. As a result of this settlement
agreement, all legal proceedings concerning Acinos oxycodone product in Europe have been
discontinued by all parties involved, and the Company is allowed to continue selling the oxycodone
product in Germany.
36
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
24. |
|
Contingencies (continued) |
Product and patent related matters (continued)
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. 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 in an amount that may
equal the Companys profit share derived from sale of the product.
Ceragenix Bankruptcy Litigation
In November 2007, the Company entered into a Distribution and Supply Agreement with Ceragenix
Pharmaceuticals, Inc. and Ceragenix Corporation (collectively, Ceragenix.). Under this agreement,
the Company 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 of June 30, 2011, the Company carried a balance intangible value of U.S.$2.1
relating to these payments.
In June 2010, Ceragenix (both entities) filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code. On June 24, 2011, the United States Bankruptcy Court for the District of Colorado
permitted Ceragenix to sell the patent rights, certain business assets and intellectual property
relating to EpiCeram® to PuraCap Pharmaceutical LLC and to terminate the Companys rights under the
Distribution and Supply Agreement. However, the court ordered Ceragenix to pay U.S.$2.75 to the
Company out of the sales proceeds of such assets and intellectual property, as compensation for the
termination of the Distribution and Supply Agreement.
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
1.30 per acre for dry land and
1.70 per acre for wet land.
Accordingly, the Company has paid a total compensation of
3. The matter is pending in the courts
and the possibility of additional liability is remote. The Company will not be able to recover the
compensation paid, even if the
decision of the court is in favor of the Company.
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
176 from the vendor, including penalties
of
90. Through the same notice, the Authorities issued a penalty claim of
70 against the Company.
During the year ended March 31, 2005, the Authorities issued an additional notice to this vendor
demanding
226 from the vendor, including a penalty of
51. Through the same notice, the
Authorities issued a penalty claim of
7 against the Company. Furthermore, during
the year ended March 31, 2006, the Authorities issued an additional notice to this vendor demanding
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.
37
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
24. |
|
Contingencies (continued) |
Regulatory matters
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. On July 8, 2011, the
Company was notified that the Attorneys General intended to conclude their respective
investigations of the Company, and that the Company would be voluntarily dismissed without
prejudice from the legal action.
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.
25. |
|
Letter from the U.S. Food and Drug Administration |
The Companys Mexico facility produces intermediates and active pharmaceutical ingredients
(API) and steroids. During the month of November 2010, the U.S. FDA inspected the Companys
Mexico facility and issued audit observations relating to process for manufacture of API and
steroids, to which the Company responded by agreeing to implement certain corrective actions.
Subsequently, on June 3, 2011, the Company received a warning letter from the U.S. FDA seeking
further clarifications and corrective actions on some of the prior audit observations to which the
Company had previously responded. Thereafter, on June 28, 2011, the U.S. FDA posted an import
alert, or Detention without Physical Examination (DWPE), on its website for certain specified
products manufactured at the Mexico facility. Further details of the warning letter and the DWPE
alert are available on the U.S. FDA website.
As a consequence of the DWPE alert, the Companys Mexico facility is unable to export some API
and steroids to U.S. customers until such time as the concerns raised by the U.S. FDA in their
warning letter is addressed to their satisfaction and the DWPE alert is lifted. The Company is
working collaboratively with the U.S. FDA to resolve the matters contained in the warning letter.
The impact to the Companys revenues for the year ending March 31, 2012 from API and steroid
sales to U.S. customers affected by this DWPE, and to the Companys generic products which include
API impacted by this DWPE, is not expected to be material to the Companys business as a whole even if the
DWPE remained in effect throughout the year ending March 31, 2012. Further, the Company believes
that the DWPE alert is of a temporary nature and that it is not expected to have a material long
term effect on the Companys Mexico operations. Nonetheless, the Company cannot be assured that
satisfying the U.S. FDAs concerns will not take longer than currently anticipated or that the U.S.
FDA will not request additional corrective actions that would result in the DWPE remaining in
effect longer than currently anticipated.
38
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
Approval for Fondaparinux Sodium Injection
On July 11, 2011, the U.S. FDA approved the Companys abbreviated new drug application
(ANDA) for fondaparinux sodium injection. The Company launched the product in the United States
on July 22, 2011. Fondaparinux is a generic version of GlaxoSmithKline plcs Arixtra® injection.
Joint Venture arrangement with Fuji Film Corporation
On July 28, 2011 the Company signed a Memorandum of Understanding with FUJIFILM Corporation to
enter into an exclusive partnership in the generic drugs business for the Japanese market and to
establish a joint venture in Japan. A definitive agreement is expected to be signed during the year
ending March 31, 2012.
Acquisition of prescription business of JB Chemicals and Pharmaceuticals
On July 22, 2011 the Company entered into an agreement with JB Chemicals and Pharmaceuticals
Limited (JB Chemicals) to acquire the intellectual property rights (including trademarks, patents
and know-how) to certain prescription portfolio brands in Russia and other countries of the former
Soviet Union for a total consideration of U.S.$34.85. This acquisition involves the acquisition of,
among other things, approximately 20 brands in Russia. The Company and JB Chemicals also entered
into a manufacturing and supply agreement pursuant to which JB Chemicals will manufacture and
supply to the Company the products associated with the acquired brands.
Acquisition of assets and intellectual property from APR LLC
The Company holds
class B shares in APR LLC, which is being consolidated by the Company under Standing
Interpretations Committee Interpretation SIC-12: Special
purpose entities. On July 8, 2011,
the Company entered into an agreement with APR LLC to purchase certain of its assets, including
a manufacturing facility in New York and certain intellectual property, for a total consideration
of U.S.$2.85. In addition, pursuant to this agreement the Company will relinquish its class B
shares in APR LLC.
Settlement of Oxycodon litigation
In August 2011, Acino Holding Ltd. (formerly Cimex) (Acino) and Mundipharma International
(Mundipharma) entered into a settlement agreement for all patent litigation with respect to
Acinos oxycodone (generic oxycontin) product and Mundipharmas patents. As a result of this
settlement agreement, all legal proceedings concerning Acinos oxycodone product in Europe have
been discontinued by all parties involved, and the Company is allowed to continue selling the
oxycodone product in Germany (for further details, please refer to Note 24 of these condensed
consolidated financial statements).
39
|
|
|
ITEM 2. |
|
OPERATING AND FINANCIAL REVIEW, TREND INFORMATION |
The following discussion and analysis should be read in conjunction with the audited
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, 2011, 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, 2011 compared to the three months ended June 30, 2010
The following table sets forth, for the periods indicated, our consolidated revenues and gross
profits by segment:
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2011 |
|
|
Three months ended June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
profit % |
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
profit % |
|
|
|
|
|
|
|
% to |
|
|
Gross |
|
|
to |
|
|
|
|
|
|
% to |
|
|
Gross |
|
|
to |
|
|
|
Revenues |
|
|
total |
|
|
profit |
|
|
revenues |
|
|
Revenues |
|
|
total |
|
|
profit |
|
|
revenues |
|
Global Generics |
| |
14,424 |
|
|
|
73 |
% |
| |
9,264 |
|
|
|
64 |
% |
| |
11,917 |
|
|
|
71 |
% |
| |
7,735 |
|
|
|
65 |
% |
Pharmaceutical
Services and
Active Ingredients |
|
|
4,831 |
|
|
|
24 |
% |
|
|
1,044 |
|
|
|
22 |
% |
|
|
4,499 |
|
|
|
27 |
% |
|
|
1,002 |
|
|
|
22 |
% |
Proprietary Products |
|
|
197 |
|
|
|
1 |
% |
|
|
161 |
|
|
|
82 |
% |
|
|
122 |
|
|
|
1 |
% |
|
|
80 |
|
|
|
66 |
% |
Others |
|
|
331 |
|
|
|
2 |
% |
|
|
86 |
|
|
|
26 |
% |
|
|
293 |
|
|
|
2 |
% |
|
|
97 |
|
|
|
33 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| |
19,783 |
|
|
|
100 |
% |
| |
10,555 |
|
|
|
53 |
% |
| |
16,831 |
|
|
|
100 |
% |
| |
8,914 |
|
|
|
53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
2011 |
|
|
2010 |
|
|
Increase/(Decrease) |
|
Revenues |
|
|
100 |
% |
|
|
100 |
% |
|
|
18 |
% |
Gross profit |
|
|
53 |
% |
|
|
53 |
% |
|
|
18 |
% |
Selling, general and administrative expenses |
|
|
34 |
% |
|
|
33 |
% |
|
|
23 |
% |
Research and development expenses |
|
|
6 |
% |
|
|
6 |
% |
|
|
21 |
% |
Impairment
loss on goodwill/other intangible assets |
|
|
|
|
|
|
|
|
|
NC |
|
Other (income)/expense, net |
|
|
(1 |
)% |
|
|
(1 |
)% |
|
|
0 |
% |
Results from operating activities |
|
|
14 |
% |
|
|
15 |
% |
|
|
6 |
% |
Finance (income)/expense, net |
|
|
0 |
% |
|
|
1 |
% |
|
|
(74 |
)% |
Profit before income taxes |
|
|
14 |
% |
|
|
14 |
% |
|
|
12 |
% |
Income tax (expense)/benefit, net |
|
|
1 |
% |
|
|
2 |
% |
|
|
(67 |
)% |
Profit for the period |
|
|
13 |
% |
|
|
12 |
% |
|
|
25 |
% |
NC = No change
40
Revenues
|
|
Our overall consolidated revenues were 19,783 million for the three months ended June 30,
2011, an increase of 18% as compared to 16,831 million for the three months ended June 30,
2010. |
The following table sets forth, for the periods indicated, our consolidated revenues by
geography:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
% to |
|
|
|
|
|
|
% to |
|
|
|
Revenues |
|
|
total |
|
|
Revenues |
|
|
total |
|
North America (the United States and Canada) |
| |
6,991 |
|
|
|
35 |
|
| |
5,024 |
|
|
|
30 |
|
Europe |
|
|
3,744 |
|
|
|
19 |
|
|
|
3,617 |
|
|
|
22 |
|
Russia and other countries of the former Soviet Union |
|
|
3,018 |
|
|
|
16 |
|
|
|
2,552 |
|
|
|
15 |
|
India |
|
|
3,597 |
|
|
|
18 |
|
|
|
3,411 |
|
|
|
20 |
|
Others |
|
|
2,433 |
|
|
|
12 |
|
|
|
2,227 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| |
19,783 |
|
|
|
100 |
|
| |
16,831 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended June 30, 2011, the average Indian rupee/U.S.$ exchange rate
appreciated by 2% and the average Indian rupee/Euro exchange rate depreciated by approximately
11%, compared to the average exchange rates in the three months ended June 30, 2010. This
change in exchange rates resulted in higher reported revenue growth rates on account of higher
rupee realization from sales in Euros, partially offset by a decrease in rupee realization
from sales in U.S. dollars. |
Segment Analysis
Global Generics
Revenues from our Global Generics segment were
14,424 million for the three months ended June
30, 2011, an increase of 21% as compared to
11,917 million for the three months ended June 30,
2010. This growth was largely led by increases in sales volumes of existing products and launches
of new products in our key markets of North America (the United States and Canada) and Russia.
North America (the United States and Canada), Germany, India and Russia were the four key
markets of our Global Generics segment, generating approximately 86% of the revenues in this
segment for the three months ended June 30, 2011.
North America. Our Global Generics segments revenues in North America (the United States and
Canada) were
5,756 million for the three months ended June 30, 2011, an increase of 48% over the
three months ended June 30, 2010. In absolute currency terms (i.e., without taking into account the
effect of currency exchange rates), such revenues grew by 51% in the three months ended June 30,
2011 as compared to the three months ended June 30, 2010. This was the result of market share
expansion in our key products such as tacrolimus, omeprazole Rx and omeprazole Mg OTC. According to
IMS Health in its Moving Annual Total report for the 12 months ended March 31, 2011, 22 products in
our prescription portfolio were ranked among the top 3 in their respective market shares.
New products launched in the twelve months ended June 30, 2011 accounted for 24% of our Global
Generics segments revenues in North America (the United States and Canada) in the three months
ended June 30, 2011. We launched nine new products in North America (the United States and Canada)
during the three months ended June 30, 2011, four of which were launched from our facility in
Bristol, Tennessee, U.S.A. Other launches include donepezil, venlafaxine-extended release,
letrozole, levofloxacin and topotecan injection. During the three months ended June 30, 2011, we
also launched the over-the-counter (OTC) version of fexofenadine, a bioequivalent generic version
of Allegra®.
41
The following table sets forth, for the three months ended June 30, 2011, products launched in
North America (the United States and Canada), other than those from our penicillin facility in
Bristol, Tennessee, U.S.A.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total annual |
|
Product |
|
Brand |
|
Innovator |
|
market size* |
|
Donepezil |
|
Aricept® |
|
Eisai Pfizer |
|
$2.1 Billion |
venlafaxine-XR |
|
Effexor XR® |
|
Pfizer |
|
$2.5 Billion |
Letrozole |
|
Femara® |
|
Novartis |
|
$0.7 Billion |
Levofloxacin |
|
Levaquin® |
|
Johnson & Johnson |
|
$1.7 Billion |
topotecan injection |
|
Hycamtin® |
|
GlaxoSmithKline |
|
$0.1 Billion |
|
|
|
* |
|
Total annual market size in the United States at the time of our generic launch, as per
IMS Health. |
During the three months ended June 30, 2011, the U.S. FDA approved our ANDAs for
fondaparinux sodium injection, a bioequivalent generic version of GlaxoSmithKlines
product Arixtra®, and for fexofenadine-pseudoephedrine OTC, a generic version of
Sanofi-Aventis product Allegra D24®. We launched fondaparinux sodium injection on July
22, 2011. We expect that these limited competition products will be key drivers of growth in our
North America (the United States and Canada) Generics business during the year ending March 31,
2012, as well as products launched from our facility in Bristol, Tennessee, U.S.A. in the second
half of the year ending March 31, 2012. During the three months ended June 30, 2011, we made three
new ANDA filings, bringing our cumulative ANDA filings to 180. We now have 76 ANDAs pending
approval at the U.S. FDA, of which 36 are Paragraph IV filings and 11 have first to file status.
Germany. Our Global Generics segments revenues in Germany were
1,207 million for the three
months ended June 30, 2011, a decrease of 9% as compared to the three months ended June 30, 2010.
In Euro currency terms (i.e., without taking into account the effect of currency exchange rates),
such revenues declined by 17% in the three months ended June 30, 2011 as compared to the three
months ended June 30, 2010. The decline was largely due to the continuing pricing challenges
resulting from the continuing shift of the German generic pharmaceutical market towards a tender
(i.e., competitive bidding) based supply model.
In December 2010, the preliminary results of the competitive bidding sale (or tender)
process from the Allgemeine Ortskrankenkassen (AOK), one of the largest SHI funds in Germany,
were announced and our subsidiary betapharm was awarded three products from this tender. Due to
litigation relating to most of the products in the tender, AOK conducted a subsequent rebidding
process, in which our subsidiary betapharm was awarded the tenders for 12 products in 74 lots.
During three months ended June 30, 2011 we commenced the supplies for this new AOK tender. The
success rate for betapharms bids for this tender increased as compared to prior years. While the
prices are low for the products won by us in this tender, due to the competitive bidding, we
believe that this tender will help us strengthen our market presence in Germany.
India. Our Global Generics segments revenues in India for the three months ended June 30,
2011 were
2,936 million, an increase of 6% as compared to the three months ended June 30, 2010.
This increase in the three months ended June 30, 2011 was primarily due to new products launched in
India in the twelve months ended June 30, 2011. Our sales volume growth in India was impacted, and
we experienced pricing pressures in a few of our top brands, due to intensive competitive
activities. Revenues from our biosimilar portfolio in India for the three months ended June 30,
2011 recorded growth of 69% as compared to the three months ended June 30, 2010. During the three
months ended June 30, 2011, we launched 12 new products in India.
Russia. Our Global Generics segments revenues in Russia were
2,485 million for the three
months ended June 30, 2011, an increase of 20% as compared to the three months ended June 30, 2010.
This growth in the three months ended June 30, 2011 was led by volume growth in our key brands and
new products launched in Russia in the twelve months ended June 30, 2011. We were ranked
13
th in the Russian pharmaceutical market according to Pharmexpert, a market research
firm, in its May 2011 report. Our prescription secondary sales growth of 17% in value and 25% in
volume terms for the three months ended June 30, 2011 exceeded the Russian pharmaceutical markets
growth rates of 7% in value and 8% in volume terms during the same period. Our over-the-counter
(OTC) portfolio represented 30% of our Global Generics segments sales in Russia for the three
months ended June 30, 2011, as compared to 25% of our Global Generics segments sales in Russia for
the three months ended June 30, 2010. In the Russian market, we intend to focus on increasing the
over-the-counter and in-licensed products in our portfolio.
Other counties of the former Soviet Union: Revenues from other countries of the former Soviet
Union were
533 million for the three months ended June 30, 2011, an increase of 15% as compared to
the three months ended June 30, 2010. This increase was due to volume growth in our key brands in
Kazakhstan and Belarus.
Other Markets. Our Global Generics segments revenues from our Rest of the World markets
(i.e., all markets other than North America, Germany, Russia and other countries of the former
Soviet Union and India) were
1,507 million in the year ended June 30, 2011, representing a growth
of 10% over the three months ended June 30, 2010. Our Rest of the World markets include markets
such as Venezuela, South-Africa, Australia and New Zealand, as well as various other small markets.
42
Pharmaceutical Services and Active Ingredients (PSAI)
Our PSAI segments revenues for the three months ended June 30, 2011 were
4,831 million, an
increase of 7% as compared to the three months ended June 30, 2010. This was largely attributable
to an increase in revenues due to new product launches in our active pharmaceutical ingredients
business, offset by a decrease in revenues from our Custom Pharmaceutical Services business. During
the three months ended June 30, 2011, our Custom Pharmaceutical Services facility in Mexico
received a warning letter from the U.S. FDA and an import alert, or Detention without Physical
Examination, was issued for certain specified products manufactured at the Mexico facility (for
details, please see Note 25 of these unaudited condensed consolidated financial statements). In the
three months ended June 30, 2011, we filed 9 Drug Master Files (DMFs) worldwide, including 1 DMFs
in the United States. Cumulatively, our total worldwide DMFs as of June 30, 2011 were 495,
including 174 DMFs in the United States.
Voluntary Retirement Scheme
On June 20, 2011, we announced a voluntary retirement scheme (i.e., a termination benefit)
applicable to certain eligible employees of our parent company. As per the scheme, employees whose
voluntary retirement is accepted by us will be paid an amount computed based on the methodology
mentioned in the scheme, with the maximum amount restricted to
0.8 million per employee. An amount
of
136 million has been recognized as a termination benefit in the unaudited consolidated
financial statements for the three months ended June 30, 2011.
Gross Margin
Our total gross margin was
10,555 million for the three months ended June 30, 2011,
representing 53% of revenues for that period, as compared to
8,914 million for the three months
ended June 30, 2010, representing 53% of revenues for that period.
The following table sets forth, for the periods indicated, our gross profits by segment:
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
|
|
|
|
|
Gross profit % |
|
|
|
|
|
|
Gross profit % |
|
|
|
Gross profit |
|
|
to revenues |
|
|
Gross profit |
|
|
to revenues |
|
Global Generics |
| |
9,264 |
|
|
|
64 |
% |
| |
7,735 |
|
|
|
65 |
% |
Pharmaceutical
Services and Active
Ingredients |
|
|
1,044 |
|
|
|
22 |
% |
|
|
1,002 |
|
|
|
22 |
% |
Proprietary Products |
|
|
161 |
|
|
|
82 |
% |
|
|
80 |
|
|
|
66 |
% |
Others |
|
|
86 |
|
|
|
26 |
% |
|
|
97 |
|
|
|
33 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| |
10,555 |
|
|
|
53 |
% |
| |
8,914 |
|
|
|
53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The gross margin for our Global Generics segment was 64% for the three months ended June 30,
2011, as compared to 65% for the three months ended June 30, 2010. The marginal decrease in gross
margin was on account of change in the products mix (i.e., a decrease in the proportion of sales of
higher gross margin products and an increase in the proportion of sales of lower gross margin
products) within our Global Generics segment.
The gross margin for our Pharmaceutical Services and Active Ingredients (PSAI) segment was
22% for the three months ended June 30, 2011, as compared to 22% for the three months ended June
30, 2010.
Selling, general and administrative expenses
Our selling, general and administrative expenses were
6,755 million for the three months
ended June 30, 2011, an increase of 23% as compared to
5,481 million for the three months ended
June 30, 2010. The increase was largely on account of the following:
|
|
|
increases in employee costs across our businesses, due to annual raises and also to
field force expansion in India and Russia; |
43
|
|
|
increases in selling and marketing costs in connection with efforts to expand our
over-the-counter business; and |
|
|
|
general overhead costs of our recently acquired penicillin facility in Bristol,
Tennessee, U.S.A. |
Research and development expenses
Our research and development costs were
1,197 million for the three months ended June 30,
2011, an increase of 21% as compared to
993 million for the three months ended June 30, 2010. This
increase was due to a significant scale-up in the research and development activities across all
business segments.
Finance income/(expense), net
Our net interest expense was
221 million for the three months ended June 30, 2011, as
compared to net interest income of
9 million for the three months ended June 30, 2010. This change
was largely due to an increase in the outstanding amount of our short term loans, interest on
debentures of
117 million and lower interest income.
Our foreign exchange gain was
158 million for the three months ended June 30, 2011, as
compared to a loss of
224 million for the three months ended June 30, 2010.
As a result of the above, our net finance expense was
46 million for the three months ended
June 30, 2011, as compared to
177 million for the three months ended June 30, 2010.
Profit before income taxes
Profit before income taxes was
2,747 million for the three months ended June 30, 2011, as
compared to
2,453 million for the three months ended June 30, 2010.
Income tax expense
Income tax expense was
120 million for the three months ended June 30, 2011, as compared to
income tax expense of
357 million for the three months ended June 30, 2010.
Our consolidated effective tax rate was 4.35% for the three months ended June 30, 2011, as
compared to 14.55% for the three months ended June 30, 2010. The reduction in our effective tax
rate for the three months ended June 30, 2011 was primarily due to net income tax benefits on
significant movement in inter-company inventory between different tax jurisdictions.
Profit for the period
As a result of the above, our net income was
2,627 million for the three months ended June
30, 2011, representing 13% of our total revenues for such period, as compared to
2,096 million for
the three months ended June 30, 2010.
44
|
|
|
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, |
|
|
|
2011 |
|
|
2011 |
|
|
2010 |
|
|
|
(in millions, U.S.$ in millions) |
|
|
|
Convenience |
|
|
|
translation into U.S.$ |
|
Net cash from/(used in): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
| |
2,912 |
|
|
U.S.$ |
65 |
|
| |
858 |
|
Investing activities |
|
|
(3,456 |
) |
|
|
(78 |
) |
|
|
(566 |
) |
Financing activities |
|
|
207 |
|
|
|
5 |
|
|
|
(549 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
(337 |
) |
|
U.S.$ |
(8 |
) |
|
|
(257 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Activities
The net result of operating activities was a cash inflow of
2,912 million for the three
months ended June 30, 2011, as compared to a cash inflow of
858 million for the three months ended
June 30, 2010. The net cash provided by operating activities increased during the current period
primarily on account of the following:
|
|
|
Our business performance improved during the three months ended June 30, 2011,
resulting in earnings before interest expense, tax expense, depreciation, impairment and
amortization of 4,202 million, as compared to 3,420 million for the three months ended
June 30, 2010. |
|
|
|
During the three months ended June 30, 2011, our accounts receivables
collections improved and we collected accounts receivable due from sales of fexofenadrine,
which was outstanding as at March 31, 2011. As a result, our accounts receivable balance as
at June 30, 2011 was 1,397 million less than the balance as at March 31, 2011. In
contrast, our accounts receivable balance as at June 30, 2010 was 113 million higher than
the balance as at March 31, 2010. |
|
|
|
There was a smaller increase in our inventory during the three months ended
June 30, 2011 as compared to three months ended June 30, 2010. |
Investing Activities
Our
investing activities resulted in a net cash outflow of
3,456 million for the three months
ended June 30, 2011, as compared to a net cash outflow of
566 million for the three months ended
June 30, 2010. This
2,890 million increase in cash outflow from investing activities was primarily
due to the following:
|
|
|
Approximately 1,605 million of cash outflow during the three months ended June 30, 2011
for settlement of a liability created as at March 31, 2011
relating to the acquisition of the rights to manufacture, distribute and market the product Cloderm ®
(clocortolone pivalate 0.1%) in the United States. |
|
|
|
Approximately 1,290 million in cash inflow upon liquidation of certain investments
during the three months ended June 30, 2010. Such liquidation was effected to raise funds
for the settlement of the I-VEN portfolio termination value option, and to meet our capital
expenditure requirements. |
45
Financing Activities
Our
financing activities resulted in a net cash inflow of
207 million for the three months
ended June 30, 2011, as compared to
a net cash outflow of
549 million for the three months ended June 30, 2010. The change to a
net cash inflow from financing activities was primarily due to the repayment in full of long term
debt of
885 million during the year ended March 31, 2011, which had been outstanding and had
required debt service during the three months ended June 30, 2010.
The following table provides a list of our principal debts outstanding as of June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
Debt |
|
Principal Amount |
|
|
Interest Rate |
|
|
(in millions, U.S.$/EURO in millions) |
|
|
|
Short-term borrowings from banks |
| |
17,872 |
|
|
|
U.S.$401 |
|
|
Rupee borrowings 9.75% |
|
|
|
|
|
|
|
|
|
|
Foreign currency borrowings
LIBOR+ 55 - 95 bps (5% to 20%) |
|
Borrowings on receivablestransfer arrangement |
| |
754 |
|
|
|
U.S.$16.9 |
|
|
LIBOR+ 75-90 bps |
|
|
|
ITEM 4. |
|
RECENT DEVELOPMENTS |
Approval for Fondaparinux Sodium Injection
On July 11, 2011, the U.S. FDA approved our abbreviated new drug application (ANDA) for
fondaparinux sodium injection. We launched the product in the United States on July 22, 2011.
Fondaparinux is a generic version of GlaxoSmithKline plcs Arixtra® injection.
Joint Venture arrangement with Fuji Film Corporation
On July 28, 2011 we signed a Memorandum of Understanding with FUJIFILM Corporation to enter
into an exclusive partnership in the generic drugs business for the Japanese market and to
establish a joint venture in Japan. A definitive agreement is expected to be signed during the year
ending March 31, 2012.
Acquisition of prescription business of JB Chemicals and Pharmaceuticals
On July 22, 2011, we entered into an agreement with JB Chemicals and Pharmaceuticals Limited
(JB Chemicals) to acquire the intellectual property rights (including trademarks, patents and
know-how) to certain prescription portfolio brands in Russia and other countries of the former
Soviet Union for a total consideration of U.S.$34.85. This acquisition involves the acquisition of,
among other things, approximately 20 brands in Russia. We also entered into a manufacturing and
supply agreement with JB Chemicals pursuant to which JB Chemicals will manufacture and supply to
the Company the products associated with the acquired brands.
Settlement of Oxycodon litigation
In August 2011, Acino Holding Ltd. (formerly Cimex) (Acino) and Mundipharma International
(Mundipharma) entered into a settlement agreement for all patent litigation with respect to
Acinos oxycodone (generic oxycontin) product and Mundipharmas patents. As a result of this
settlement agreement, all legal proceedings concerning Acinos oxycodone product in Europe have
been discontinued by all parties involved, and we are allowed to continue selling the oxycodone
product in Germany (for further details, please refer to Note 24 of these condensed consolidated
financial statements).
Acquisition of assets and intellectual property from APR LLC
We hold class B
shares in APR LLC, which is being consolidated by us under Standing Interpretations Committee
Interpretation SIC-12: Special purpose entities. On
July 8, 2011, we entered into an agreement
with APR LLC to purchase certain of its assets, including a manufacturing facility in New York and
certain intellectual property, for a total consideration of U.S.$2.85. In addition, pursuant to
this agreement we will relinquish our class B shares in APR LLC.
Appointment of additional director
The Board of Directors of our Company, at their meeting held on August 22, 2011, approved the
appointment of Mr. Sridar Iyengar as an additional director on the Board.
46
|
|
|
|
|
Exhibit Number |
|
Description of Exhibits |
|
|
99.1 |
|
|
Independent Auditors Report on Review of Unaudited Condensed Consolidated Interim Financial Statements |
47
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: August 31, 2011 |
By: |
/s/ Sandeep Poddar
|
|
|
|
Name: |
Sandeep Poddar |
|
|
|
Title: |
Company Secretary |
|
48