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 December 31, 2010
Commission File Number 1-15182
DR. REDDYS LABORATORIES LIMITED
(Translation of registrants name into English)
7-1-27, Ameerpet
Hyderabad, Andhra Pradesh 500 016, India
+91-40-23731946
(Address
of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if
submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if
submitted to furnish a report or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which the registrant is
incorporated, domiciled or legally organized (the registrants home country), or under the rules
of the home country exchange on which the registrants securities are traded, as long as the
report or other document is not a press release, is not required to be and has not been
distributed to the registrants security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to registrant in connection with Rule
12g3-2(b): 82-_____.
QUARTERLY REPORT
Quarter Ended December 31, 2010
Currency of Presentation and Certain Defined Terms
In this Quarterly Report, references to $ or dollars or U.S.$ or U.S. dollars are to
the legal currency of the United States and references to
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.
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 December 30, 2010 (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
44.80 per U.S.$1.00. No
representation is made that the Indian rupee amounts have been, could have been or could be
converted into U.S. dollars at such a rate or any other rate. Any discrepancies in any table
between totals and sums of the amounts listed are due to rounding.
Information contained in our website, www.drreddys.com, is not part of this Quarterly Report
and no portion of such information is incorporated herein.
Forward-Looking and Cautionary Statement
IN ADDITION TO HISTORICAL INFORMATION, THIS QUARTERLY REPORT CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A
DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE SECTION ENTITLED OPERATING AND
FINANCIAL REVIEW AND ELSEWHERE IN THIS REPORT. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
ON THESE FORWARD-LOOKING STATEMENTS, WHICH REFLECT OUR ANALYSIS ONLY AS OF THE DATE HEREOF. IN
ADDITION, READERS SHOULD CAREFULLY REVIEW THE INFORMATION IN OUR PERIODIC REPORTS AND OTHER
DOCUMENTS FILED AND/OR FURNISHED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) FROM TIME TO
TIME.
2
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
(in millions, except share and per share data)
|
|
|
ITEM 1. |
|
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
Particulars |
|
Note |
|
December 31, 2010 |
|
|
December 31, 2010 |
|
|
March 31, 2010 |
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
convenience |
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
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|
|
U.S.$(See Note 2.d) |
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
5 |
|
U.S.$ |
92 |
|
|
|
4,126 |
|
|
|
6,584 |
|
Other investments |
|
|
|
|
7 |
|
|
|
333 |
|
|
|
3,600 |
|
Trade receivables, net |
|
|
|
|
315 |
|
|
|
14,093 |
|
|
|
11,960 |
|
Inventories |
|
6 |
|
|
340 |
|
|
|
15,244 |
|
|
|
13,371 |
|
Derivative financial instruments |
|
4 |
|
|
15 |
|
|
|
689 |
|
|
|
573 |
|
Current tax assets |
|
|
|
|
11 |
|
|
|
508 |
|
|
|
530 |
|
Other current assets |
|
|
|
|
140 |
|
|
|
6,256 |
|
|
|
5,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
U.S.$ |
921 |
|
|
|
41,249 |
|
|
|
42,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
7 |
|
|
605 |
|
|
|
27,102 |
|
|
|
22,459 |
|
Goodwill |
|
8 |
|
|
48 |
|
|
|
2,170 |
|
|
|
2,174 |
|
Other intangible assets |
|
9 |
|
|
242 |
|
|
|
10,847 |
|
|
|
11,799 |
|
Investment in equity accounted investees |
|
|
|
|
7 |
|
|
|
317 |
|
|
|
310 |
|
Deferred income tax assets |
|
|
|
|
46 |
|
|
|
2,054 |
|
|
|
1,282 |
|
Other non-current assets |
|
|
|
|
6 |
|
|
|
282 |
|
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
U.S.$ |
955 |
|
|
|
42,772 |
|
|
|
38,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
U.S.$ |
1,875 |
|
|
|
84,021 |
|
|
|
80,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
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|
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|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
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|
|
|
|
Trade payables |
|
|
|
U.S.$ |
165 |
|
|
|
7,395 |
|
|
|
9,322 |
|
Current income tax liabilities |
|
|
|
|
35 |
|
|
|
1,547 |
|
|
|
1,432 |
|
Bank overdraft |
|
5 |
|
|
|
|
|
|
|
|
|
|
39 |
|
Short-term borrowings |
|
|
|
|
303 |
|
|
|
13,563 |
|
|
|
5,565 |
|
Long-term borrowings, current portion |
|
10 |
|
|
|
|
|
|
12 |
|
|
|
3,706 |
|
Provisions |
|
|
|
|
29 |
|
|
|
1,307 |
|
|
|
1,094 |
|
Other current liabilities |
|
|
|
|
206 |
|
|
|
9,218 |
|
|
|
7,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
U.S.$ |
738 |
|
|
|
33,042 |
|
|
|
29,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans and borrowings,
excluding current portion |
|
10 |
|
U.S.$ |
5 |
|
|
|
233 |
|
|
|
5,385 |
|
Provisions |
|
|
|
|
1 |
|
|
|
40 |
|
|
|
39 |
|
Deferred tax liabilities |
|
|
|
|
47 |
|
|
|
2,116 |
|
|
|
2,720 |
|
Other liabilities |
|
|
|
|
10 |
|
|
|
439 |
|
|
|
249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
U.S.$ |
63 |
|
|
|
2,828 |
|
|
|
8,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
U.S.$ |
801 |
|
|
|
35,870 |
|
|
|
37,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
Particulars |
|
Note |
|
|
December 31, 2010 |
|
|
December 31, 2010 |
|
|
March 31, 2010 |
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
convenience |
|
|
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$(See Note 2.d) |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
|
|
|
U.S.$ |
19 |
|
|
|
846 |
|
|
|
844 |
|
Equity shares held by a controlled trust |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
(5 |
) |
Share premium |
|
|
|
|
|
|
461 |
|
|
|
20,668 |
|
|
|
20,429 |
|
Share based payment reserve |
|
|
|
|
|
|
15 |
|
|
|
676 |
|
|
|
692 |
|
Retained earnings |
|
|
|
|
|
|
513 |
|
|
|
22,986 |
|
|
|
18,035 |
|
Other components of equity |
|
|
|
|
|
|
67 |
|
|
|
2,980 |
|
|
|
2,920 |
|
Total equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company |
|
|
|
|
|
U.S.$ |
1,075 |
|
|
|
48,151 |
|
|
|
42,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
|
|
U.S.$ |
1,075 |
|
|
|
48,151 |
|
|
|
42,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
|
|
|
U.S.$ |
1,875 |
|
|
|
84,021 |
|
|
|
80,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
Three months ended |
|
|
|
|
|
December 31, |
|
|
December 31, |
|
Particulars |
|
Note |
|
2010 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
convenience |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation |
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|
into U.S.$
(See note 2.d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
U.S.$ |
1,217 |
|
|
|
54,520 |
|
|
|
53,854 |
|
|
|
18,985 |
|
|
|
17,296 |
|
Cost of revenues |
|
|
|
|
563 |
|
|
|
25,206 |
|
|
|
26,152 |
|
|
|
8,571 |
|
|
|
8,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
U.S.$ |
654 |
|
|
|
29,314 |
|
|
|
27,702 |
|
|
|
10,414 |
|
|
|
8,809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
|
|
392 |
|
|
|
17,562 |
|
|
|
16,693 |
|
|
|
6,374 |
|
|
|
5,431 |
|
Research and development expenses |
|
|
|
|
80 |
|
|
|
3,569 |
|
|
|
2,841 |
|
|
|
1,306 |
|
|
|
892 |
|
Impairment loss on other intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
3,456 |
|
|
|
|
|
|
|
3,456 |
|
Impairment loss on goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
5,147 |
|
|
|
|
|
|
|
5,147 |
|
Other (income)/expense, net |
|
12 |
|
|
(13 |
) |
|
|
(603 |
) |
|
|
(332 |
) |
|
|
(199 |
) |
|
|
(171 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses, net |
|
|
|
U.S.$ |
458 |
|
|
|
20,528 |
|
|
|
27,805 |
|
|
|
7,481 |
|
|
|
14,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results from operating activities |
|
|
|
|
196 |
|
|
|
8,786 |
|
|
|
(103 |
) |
|
|
2,933 |
|
|
|
(5,946 |
) |
Finance income |
|
|
|
|
4 |
|
|
|
163 |
|
|
|
344 |
|
|
|
9 |
|
|
|
47 |
|
Finance expense |
|
|
|
|
(9 |
) |
|
|
(425 |
) |
|
|
(321 |
) |
|
|
(57 |
) |
|
|
(97 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income/(expense), net |
|
13 |
|
|
(6 |
) |
|
|
(262 |
) |
|
|
23 |
|
|
|
(48 |
) |
|
|
(50 |
) |
Share of profit/(loss) of equity accounted
investees, net of income tax |
|
|
|
|
|
|
|
|
7 |
|
|
|
28 |
|
|
|
(1 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before income tax |
|
|
|
|
190 |
|
|
|
8,531 |
|
|
|
(52 |
) |
|
|
2,884 |
|
|
|
(5,994 |
) |
Income tax (expense)/benefit |
|
18 |
|
|
(19 |
) |
|
|
(836 |
) |
|
|
(545 |
) |
|
|
(152 |
) |
|
|
777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
U.S.$ |
172 |
|
|
|
7,695 |
|
|
|
(597 |
) |
|
|
2,732 |
|
|
|
(5,217 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company |
|
|
|
|
172 |
|
|
|
7,695 |
|
|
|
(597 |
) |
|
|
2,732 |
|
|
|
(5,217 |
) |
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
U.S.$ |
172 |
|
|
|
7,695 |
|
|
|
(597 |
) |
|
|
2,732 |
|
|
|
(5,217 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) per share |
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share of 5/- each |
|
|
|
U.S.$ |
1.02 |
|
|
|
45.51 |
|
|
|
(3.54 |
) |
|
|
16.14 |
|
|
|
(30.90 |
) |
Diluted earnings per share of 5/- each |
|
|
|
U.S.$ |
1.01 |
|
|
|
45.29 |
|
|
|
(3.54 |
) |
|
|
16.07 |
|
|
|
(30.90 |
) |
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, |
|
|
Three months ended December 31, |
|
|
|
2010 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
convenience |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$
(See note 2.d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
U.S.$ |
172 |
|
|
|
7,695 |
|
|
|
(597 |
) |
|
|
2,732 |
|
|
|
(5,217 |
) |
Other comprehensive income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value of available for sale financial instruments |
|
U.S.$ |
|
|
|
|
10 |
|
|
|
15 |
|
|
|
(3 |
) |
|
|
1 |
|
Foreign currency translation adjustments |
|
|
|
|
|
|
9 |
|
|
|
(6 |
) |
|
|
17 |
|
|
|
56 |
|
Effective portion of changes in fair value of cash flow hedges,
net |
|
|
|
|
|
|
(7 |
) |
|
|
300 |
|
|
|
95 |
|
|
|
58 |
|
Income tax on other comprehensive income |
|
|
1 |
|
|
|
48 |
|
|
|
(74 |
) |
|
|
1 |
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss) for the period, net of income
tax |
|
U.S.$ |
1 |
|
|
|
60 |
|
|
|
235 |
|
|
|
110 |
|
|
|
152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period attributable to
the owners of the Company |
|
U.S.$ |
173 |
|
|
|
7,755 |
|
|
|
(362 |
) |
|
|
2,842 |
|
|
|
(5,065 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the company |
|
|
173 |
|
|
|
7,755 |
|
|
|
(362 |
) |
|
|
2,842 |
|
|
|
(5,065 |
) |
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period |
|
U.S.$ |
173 |
|
|
|
7,755 |
|
|
|
(362 |
) |
|
|
2,842 |
|
|
|
(5,065 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
7
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
|
value |
|
|
translation |
|
|
Hedging |
|
Particulars |
|
Share capital |
|
|
premium |
|
|
reserve |
|
|
reserve |
|
|
reserve |
|
|
|
Shares |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2010 |
|
|
168,845,385 |
|
|
|
844 |
|
|
|
20,429 |
|
|
|
24 |
|
|
|
2,559 |
|
|
|
337 |
|
Issue of equity shares on exercise of options |
|
|
381,922 |
|
|
|
2 |
|
|
|
239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value of other investments,
net of tax expense of 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
Foreign currency translation differences, net
of tax benefit of 42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
|
|
|
|
Effective portion of changes in fair value of
cash flow hedges, net of tax benefit of 6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Share based payment expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid (including corporate dividend tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2010 |
|
|
169,227,307 |
|
|
|
846 |
|
|
|
20,668 |
|
|
|
34 |
|
|
|
2,610 |
|
|
|
336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into U.S. $ |
|
|
|
|
|
|
19 |
|
|
|
461 |
|
|
|
1 |
|
|
|
58 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2009 |
|
|
168,468,777 |
|
|
|
842 |
|
|
|
20,204 |
|
|
|
11 |
|
|
|
2,168 |
|
|
|
(156 |
) |
Issue of equity share on exercise of options |
|
|
356,258 |
|
|
|
2 |
|
|
|
213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value of other investments,
net of tax expense of 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
Foreign currency translation differences, net
of tax expense of 29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
|
|
|
|
|
Effective portion of changes in fair value of
cash flow hedges, net of tax expense of 82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
199 |
|
Share based payment expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid (including corporate dividend tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009 |
|
|
168,825,035 |
|
|
|
844 |
|
|
|
20,417 |
|
|
|
25 |
|
|
|
2,190 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[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 |
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
payment |
|
|
controlled |
|
|
Retained |
|
|
controlling |
|
|
|
|
Particulars |
|
reserve |
|
|
trust* |
|
|
earnings |
|
|
interests |
|
|
Total |
|
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2010 |
|
|
692 |
|
|
|
(5 |
) |
|
|
18,035 |
|
|
|
|
|
|
|
42,915 |
|
Issue of equity share on exercise of options |
|
|
(214 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
Net change in fair value of other investments,
net of tax expense of 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
Foreign currency translation differences, net
of tax benefit of 42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
Effective portion of changes in fair value of
cash flow hedges, net of tax benefit of 6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Share based payment expense |
|
|
198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198 |
|
Acquisition of non-controlling interests |
|
|
|
|
|
|
|
|
|
|
(525 |
) |
|
|
|
|
|
|
(525 |
) |
Dividend paid (including corporate dividend tax) |
|
|
|
|
|
|
|
|
|
|
(2,219 |
) |
|
|
|
|
|
|
(2,219 |
) |
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
7,695 |
|
|
|
|
|
|
|
7,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2010 |
|
|
676 |
|
|
|
(5 |
) |
|
|
22,986 |
|
|
|
|
|
|
|
48,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into U.S.$ |
|
|
15 |
|
|
|
|
|
|
|
513 |
|
|
|
|
|
|
|
1,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2009 |
|
|
676 |
|
|
|
(5 |
) |
|
|
18,305 |
|
|
|
|
|
|
|
42,045 |
|
Issue of equity share on exercise of options |
|
|
(198 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 |
|
Net change in fair value of other investments,
net of tax expense of 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
Foreign currency translation differences, net
of tax expense of 29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
|
Effective portion of changes in fair value of
cash flow hedges, net of tax expense of 82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
199 |
|
Share based payment expense |
|
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171 |
|
Acquisition of non-controlling interests |
|
|
|
|
|
|
|
|
|
|
(105 |
) |
|
|
|
|
|
|
(105 |
) |
Dividend paid (including corporate dividend tax) |
|
|
|
|
|
|
|
|
|
|
(1,233 |
) |
|
|
|
|
|
|
(1,233 |
) |
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
(597 |
) |
|
|
|
|
|
|
(597 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009 |
|
|
649 |
|
|
|
(5 |
) |
|
|
16,370 |
|
|
|
|
|
|
|
40,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The number of equity shares held by a controlled trust as of April 1, 2009, December 31,
2009, April 1, 2010 and December 31, 2010 was 82,800. |
The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
9
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended December 31, |
|
Particulars |
|
2010 |
|
|
2010 |
|
|
2009 |
|
|
|
Unaudited convenience |
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
|
|
|
|
|
U.S.$(See Note 2.d) |
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
U.S.$ |
172 |
|
|
|
7,695 |
|
|
|
(597 |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
19 |
|
|
|
836 |
|
|
|
545 |
|
Profit on sale of investments |
|
|
(1 |
) |
|
|
(61 |
) |
|
|
(27 |
) |
Depreciation and amortization |
|
|
69 |
|
|
|
3,090 |
|
|
|
3,159 |
|
Impairment loss on other intangible assets |
|
|
|
|
|
|
|
|
|
|
3,456 |
|
Impairment loss on goodwill |
|
|
|
|
|
|
|
|
|
|
5,147 |
|
Allowance for sales returns |
|
|
14 |
|
|
|
624 |
|
|
|
662 |
|
Allowance for doubtful trade receivables |
|
|
2 |
|
|
|
99 |
|
|
|
139 |
|
Inventory write-downs |
|
|
21 |
|
|
|
927 |
|
|
|
857 |
|
Loss on sale of property, plant and equipment, net |
|
|
|
|
|
|
11 |
|
|
|
24 |
|
Share of profit of equity accounted investees, net of income tax |
|
|
|
|
|
|
(7 |
) |
|
|
(28 |
) |
Unrealized exchange (gain)/loss, net |
|
|
(16 |
) |
|
|
(710 |
) |
|
|
214 |
|
Interest (income)/expense, net |
|
|
2 |
|
|
|
95 |
|
|
|
120 |
|
Share based payment expense |
|
|
4 |
|
|
|
198 |
|
|
|
171 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
(35 |
) |
|
|
(1,548 |
) |
|
|
2,068 |
|
Inventories |
|
|
(65 |
) |
|
|
(2,913 |
) |
|
|
(728 |
) |
Other assets |
|
|
11 |
|
|
|
510 |
|
|
|
148 |
|
Trade payables |
|
|
11 |
|
|
|
486 |
|
|
|
(148 |
) |
Other liabilities and provisions |
|
|
(2 |
) |
|
|
(70 |
) |
|
|
(1,864 |
) |
Income tax paid |
|
|
(46 |
) |
|
|
(2,078 |
) |
|
|
(1,896 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
U.S.$ |
160 |
|
|
|
7,184 |
|
|
|
11,422 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures on property, plant and equipment |
|
|
(150 |
) |
|
|
(6,715 |
) |
|
|
(2,209 |
) |
Proceeds from sale of property, plant and equipment |
|
|
1 |
|
|
|
46 |
|
|
|
18 |
|
Purchase of investments |
|
|
(229 |
) |
|
|
(10,265 |
) |
|
|
(17,655 |
) |
Proceeds from sale of investments |
|
|
304 |
|
|
|
13,603 |
|
|
|
16,447 |
|
Expenditures on intangible assets |
|
|
(57 |
) |
|
|
(2,552 |
) |
|
|
(145 |
) |
Interest received |
|
|
3 |
|
|
|
124 |
|
|
|
188 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
U.S.$ |
(129 |
) |
|
|
(5,759 |
) |
|
|
(3,356 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows used in financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
|
(6 |
) |
|
|
(254 |
) |
|
|
(329 |
) |
Proceeds from issuance of equity shares |
|
|
1 |
|
|
|
27 |
|
|
|
17 |
|
Proceeds/(repayment) of short term loans and borrowings, net |
|
|
178 |
|
|
|
7,990 |
|
|
|
(4,161 |
) |
Repayment of long term loans and borrowings, net |
|
|
(200 |
) |
|
|
(8,939 |
) |
|
|
(2,600 |
) |
Dividend paid (including corporate dividend tax) |
|
|
(50 |
) |
|
|
(2,219 |
) |
|
|
(1,233 |
) |
Acquisition of non-controlling interest |
|
|
(12 |
) |
|
|
(525 |
) |
|
|
(80 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
U.S.$ |
(88 |
) |
|
|
(3,920 |
) |
|
|
(8,386 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
(56 |
) |
|
|
(2,495 |
) |
|
|
(320 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
2 |
|
|
|
76 |
|
|
|
325 |
|
Cash and cash equivalents at the beginning of the period |
|
|
146 |
|
|
|
6,545 |
|
|
|
5,378 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
U.S.$ |
92 |
|
|
|
4,126 |
|
|
|
5,383 |
|
|
|
|
|
|
|
|
|
|
|
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)
1. Reporting Entity
Dr. Reddys Laboratories Limited (DRL or the parent company), together with its
subsidiaries (collectively, the Company), is a leading India-based pharmaceutical company
headquartered in Hyderabad, India. The Companys principal areas of operation are in
pharmaceutical services and active ingredients, global generics, and proprietary products. The
Companys principal research and development facilities are located in Andhra Pradesh, India;
its principal manufacturing facilities are located in Andhra Pradesh, India, Himachal Pradesh,
India and Cuernavaca-Cuautla, Mexico; and its principal marketing facilities are located in
India, Russia and other countries of former Soviet Union, the United States, the United Kingdom
and Germany. The Companys shares trade on the Bombay Stock Exchange and the National Stock
Exchange in India and, since April 11, 2001, also on the New York Stock Exchange in the United
States.
2. Basis of preparation of financial statements
a) Statement of compliance
These unaudited condensed consolidated interim financial statements as at and for the three
months and nine months ended December 31, 2010 have been prepared under the historical cost
convention on the accrual basis, except for certain financial instruments which have been
measured at fair values. These unaudited condensed consolidated interim financial statements are
prepared in accordance with IAS 34, Interim Financial Reporting. They do not include all of
the information required for full annual financial statements and should be read in conjunction
with the audited consolidated financial statements and related notes included in the Companys
Annual Report on Form 20-F for the fiscal year ended March 31, 2010. These unaudited condensed
consolidated interim financial statements were authorized for issuance by the Companys Board of
Directors on February 14, 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, 2010 contained in the
Companys Annual Report on Form 20-F. During the nine months ended December 31, 2010, the
Company has entered into transactions involving transfers of trade receivables, receipt of
government grants and cash flow hedging relationships through the use of non-derivative
financial instruments denominated in foreign currencies. In order to disclose the accounting
policy applied for such transactions, the Company has incorporated the following as part of our
significant accounting policies.
Transfer of financial assets
The Company de-recognizes a financial asset only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and substantially all the
risks and rewards of ownership of the asset to another entity. If the Company neither transfers
nor retains substantially all the risks and rewards of ownership and continues to control the
transferred asset, the Company recognizes its retained interest in the asset and an associated
liability for amounts it may have to pay. If the Company retains substantially all the risks and
rewards of ownership of a transferred financial asset, the Company continues to recognize the
financial asset and also recognizes a collateralised borrowing for the proceeds received.
On de-recognition of a financial asset in its entirety, the difference between the assets
carrying amount and the sum of the consideration received and receivable and the cumulative gain
or loss that had been recognized in other comprehensive income and accumulated in equity is
recognized in profit or loss.
On de-recognition of a financial asset other than in its entirety (e.g., when the Company
retains an option to repurchase part of a transferred asset or retains a residual interest that
does not result in the retention of substantially all the risks and rewards of ownership and the
Company retains control), the Company allocates the previous carrying amount of the financial
asset between the part it continues to recognize under continuing involvement, and the part it
no longer recognizes on the basis of the relative fair values of those parts on the date of the
transfer. The difference between the carrying amount allocated to the part that is no longer
recognized and the sum of the consideration received for the part no longer recognized and any
cumulative gain or loss allocated to it that had been recognized in other comprehensive income
is recognized in profit or loss. A cumulative gain or loss that had been recognized in other
comprehensive income is allocated between the part that continues to be recognized and the part
that is no longer recognized on the basis of the relative fair values of those parts.
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)
b) Significant accounting policies (continued)
Government grants
The Company recognizes government grants only when there is reasonable assurance that the
conditions attached to them will be complied with, and the grants will be received. Government
grants received in relation to assets are presented as a reduction to the carrying amount of the
related asset.
Accounting policy on non-derivative financial hedging instruments
In addition to the use of derivative financial instruments to hedge foreign currency
exposure, the Company designates certain non-derivative financial liabilities, denominated in
foreign currencies, as hedges against foreign currency exposures associated with highly probable
forecasted foreign currency sales transactions.
Accordingly, exchange differences arising on translation of such non-derivative liabilities
are recognized directly in other comprehensive income/(loss) and presented within equity, to the
extent that the hedge is effective. If the hedging instrument no longer meets the criteria for
hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is
discontinued prospectively. The cumulative gain or loss previously recognized in other
comprehensive income/(loss) remains there until the forecast transaction occurs. If the forecast
transaction is no longer expected to occur, then the balance in other comprehensive income is
recognized immediately in profit or loss. In other cases the amount recognized in other
comprehensive income/(loss) is transferred to profit or loss in the same period that the hedged
item affects profit or loss.
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 December 31, 2010 have been translated into
United States dollars at the noon buying rate in New York City on December 30, 2010 for cable
transfers in Indian rupees, as certified for customs purposes by the Federal Reserve Bank of New
York of U.S.$1.00 =
44.80. No representation is made that the Indian rupee amounts have been,
could have been or could be converted into U.S. dollars at such a rate or any other rate.
e) Use of estimates and judgments
The preparation of unaudited condensed consolidated interim financial statements in
conformity with IAS 34 requires management to make judgments, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
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)
e) Use of estimates and judgments (continued)
In preparing these unaudited condensed consolidated interim financial statements the
significant judgments made by management in applying the Companys accounting policies and the
key sources of estimation uncertainty were the same as those that applied to the audited
consolidated financial statements as at and for the year ended March 31, 2010.
f) Recent accounting pronouncements
In November 2009, the International Accounting Standards Board issued IFRS 9, Financial
Instruments: Recognition and Measurement, to reduce the complexity of the current rules on
financial instruments as mandated in IAS 39, Financial Instruments: Recognition and
Measurement: Eligible Hedged Items. The effective date for IFRS 9 is annual periods beginning
on or after January 1, 2013 with early adoption permitted. IFRS 9 has fewer classification and
measurement categories as compared to IAS 39 and has eliminated the categories of held to
maturity, available for sale and loans and receivables. Further it eliminates the rule-based
requirement of segregating embedded derivatives and tainting rules pertaining to held to
maturity investments. For an investment in an equity instrument which is not held for trading,
IFRS 9 permits an irrevocable election, on initial recognition, on an individual share-by-share
basis, to present all fair value changes from the investment in other comprehensive income. No
amount recognized in other comprehensive income would ever be reclassified to profit or loss.
The Company is required to adopt IFRS 9 by accounting year commencing April 1, 2014. The Company
is currently evaluating the requirements of IFRS 9, and has not yet determined the impact on its
unaudited condensed consolidated interim financial statements.
|
|
|
In May 2010, the IASB issued Improvements to IFRSs a collection of amendments to
seven International Financial Reporting Standards as part of its program of annual
improvements to its standards, which is intended to make necessary, but non-urgent,
amendments to standards that will not be included as part of another major project. |
|
|
|
The latest amendments were included in exposure drafts of proposed amendments to IFRS
published in August 2009. The amendments resulting from this standard mainly have effective
dates for annual periods beginning on or after January 1, 2011, although entities are
permitted to adopt them earlier. The Company is evaluating the impact that these amendments
will have on the Companys unaudited condensed consolidated interim financial statements. |
13
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
3. Segment reporting
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
converted in a form ready for human consumption such as a tablet, capsule or liquid using
additional inactive ingredients. This segment also includes contract research services and the
manufacture and sale of active pharmaceutical ingredients and steroids in accordance with the
specific customer requirements.
Global Generics. This segment consists of finished pharmaceutical products ready for
consumption by the patient, marketed under a brand name (branded formulations) or as generic
finished dosages with therapeutic equivalence to branded formulations (generics). This reportable
segment was formed through the combination and reorganization of the Companys former Formulations
and Generics segments in the year ended March 31, 2009.
Proprietary Products. This segment involves the discovery of new chemical entities for
subsequent commercialization and out-licensing. It also involves the Companys 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 nine months ended December 31, |
|
|
|
PSAI |
|
|
Global Generics |
|
|
Proprietary Products |
|
|
Others |
|
|
Total |
|
Segments |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenues (Note 1) |
|
|
14,096 |
|
|
|
15,482 |
|
|
|
39,173 |
|
|
|
37,450 |
|
|
|
415 |
|
|
|
370 |
|
|
|
836 |
|
|
|
552 |
|
|
|
54,520 |
|
|
|
53,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
3,455 |
|
|
|
5,278 |
|
|
|
25,368 |
|
|
|
22,048 |
|
|
|
300 |
|
|
|
270 |
|
|
|
191 |
|
|
|
106 |
|
|
|
29,314 |
|
|
|
27,702 |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,562 |
|
|
|
16,693 |
|
Impairment loss on other intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment loss on goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,147 |
|
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,569 |
|
|
|
2,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income)/expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(603 |
) |
|
|
(332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,786 |
|
|
|
(103 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income/(expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(262 |
) |
|
|
23 |
|
Share of profit/(loss) of equity accounted
investees, net of income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,531 |
|
|
|
(52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense)/benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(836 |
) |
|
|
(545 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,695 |
|
|
|
(597 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 1: |
|
Segment revenue for the nine months ended December 31, 2010 does not include
inter-segment revenues from PSAI to Global Generics which is accounted for at cost of 2,368
(as compared to 2,016 for the nine months ended December 31, 2009). |
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information about segments: |
|
For the three months ended December 31, |
|
|
|
PSAI |
|
|
Global Generics |
|
|
Proprietary Products |
|
|
Others |
|
|
Total |
|
Segments |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenues (Note 1) |
|
|
4,980 |
|
|
|
5,237 |
|
|
|
13,589 |
|
|
|
11,723 |
|
|
|
161 |
|
|
|
151 |
|
|
|
255 |
|
|
|
185 |
|
|
|
18,985 |
|
|
|
17,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
1,419 |
|
|
|
1,648 |
|
|
|
8,851 |
|
|
|
7,034 |
|
|
|
130 |
|
|
|
116 |
|
|
|
14 |
|
|
|
11 |
|
|
|
10,414 |
|
|
|
8,809 |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,374 |
|
|
|
5,431 |
|
Impairment loss on other intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,456 |
|
Impairment loss on goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,147 |
|
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,306 |
|
|
|
892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income)/expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(199 |
) |
|
|
(171 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,933 |
|
|
|
(5,946 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48 |
) |
|
|
(50 |
) |
Share of profit/(loss) of equity accounted
investees, net of income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,884 |
|
|
|
(5,994 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(152 |
) |
|
|
777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,732 |
|
|
|
(5,217 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 1: |
|
Segment revenue for the three months ended December 31, 2010 does not include
inter-segment revenues from PSAI to Global Generics which is accounted for at cost of 870 (as
compared to 719 for the three months ended December 31, 2009) . |
Analysis of revenue by geography within Global Generics segment:
The CODM review 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 period of nine and three months ended December 31, 2010 and 2009
with corresponding comparative information.
The following table shows the distribution of the Companys revenues by geography within the
Companys Global Generics segment, based on the location of the customer:
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
India |
|
|
8,938 |
|
|
|
7,545 |
|
North America (the United States and Canada) |
|
|
13,079 |
|
|
|
13,285 |
|
Russia and other countries of the former Soviet Union |
|
|
8,183 |
|
|
|
6,987 |
|
Europe |
|
|
6,150 |
|
|
|
7,537 |
|
Others |
|
|
2,823 |
|
|
|
2,096 |
|
|
|
|
|
|
|
|
|
|
|
39,173 |
|
|
|
37,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
India |
|
|
3,000 |
|
|
|
2,632 |
|
North America (the United States and Canada) |
|
|
4,765 |
|
|
|
2,974 |
|
Russia and other countries of the former Soviet Union |
|
|
2,880 |
|
|
|
2,769 |
|
Europe |
|
|
2,124 |
|
|
|
2,579 |
|
Others |
|
|
820 |
|
|
|
769 |
|
|
|
|
|
|
|
|
|
|
|
13,589 |
|
|
|
11,723 |
|
|
|
|
|
|
|
|
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 PSAI segment is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
For the three months ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Atorvastatin |
|
|
996 |
|
|
|
193 |
|
|
|
616 |
|
|
|
70 |
|
Clopidogrel |
|
|
984 |
|
|
|
824 |
|
|
|
301 |
|
|
|
312 |
|
Naproxen |
|
|
853 |
|
|
|
487 |
|
|
|
552 |
|
|
|
413 |
|
Ciprofloxacin |
|
|
708 |
|
|
|
855 |
|
|
|
207 |
|
|
|
275 |
|
Gemcitabine |
|
|
662 |
|
|
|
979 |
|
|
|
209 |
|
|
|
328 |
|
Finasteride |
|
|
547 |
|
|
|
988 |
|
|
|
168 |
|
|
|
379 |
|
Ramipril |
|
|
457 |
|
|
|
390 |
|
|
|
138 |
|
|
|
135 |
|
Ranitidine |
|
|
424 |
|
|
|
448 |
|
|
|
145 |
|
|
|
124 |
|
Moxifloxacin |
|
|
388 |
|
|
|
110 |
|
|
|
109 |
|
|
|
47 |
|
Escitalopram Oxalate |
|
|
346 |
|
|
|
172 |
|
|
|
184 |
|
|
|
95 |
|
Others |
|
|
7,731 |
|
|
|
10,036 |
|
|
|
2,351 |
|
|
|
3,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
14,096 |
|
|
|
15,482 |
|
|
|
4,980 |
|
|
|
5,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
An analysis of revenues by key products in the Companys Global Generics segment is given
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
For the three months ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Omeprazole |
|
|
5,309 |
|
|
|
4,500 |
|
|
|
1,776 |
|
|
|
1,412 |
|
Nimesulide |
|
|
2,857 |
|
|
|
2,345 |
|
|
|
956 |
|
|
|
832 |
|
Ciprofloxacin |
|
|
1,748 |
|
|
|
1,550 |
|
|
|
585 |
|
|
|
530 |
|
Ketorolac |
|
|
1,358 |
|
|
|
1,241 |
|
|
|
447 |
|
|
|
476 |
|
Tacrolimus |
|
|
1,314 |
|
|
|
417 |
|
|
|
434 |
|
|
|
417 |
|
Simvastatin |
|
|
1,229 |
|
|
|
1,384 |
|
|
|
342 |
|
|
|
189 |
|
Ibuprofen |
|
|
985 |
|
|
|
734 |
|
|
|
360 |
|
|
|
280 |
|
Ranitidine |
|
|
940 |
|
|
|
838 |
|
|
|
347 |
|
|
|
247 |
|
Ceterizine |
|
|
839 |
|
|
|
580 |
|
|
|
270 |
|
|
|
188 |
|
Fexofenadine |
|
|
777 |
|
|
|
1,537 |
|
|
|
365 |
|
|
|
297 |
|
Others |
|
|
21,817 |
|
|
|
22,324 |
|
|
|
7,707 |
|
|
|
6,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
39,173 |
|
|
|
37,450 |
|
|
|
13,589 |
|
|
|
11,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
4. Financial instruments
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, during the three months ended December 31, 2010, the Company
included designation of non-derivative financial instruments as part of its foreign currency
exposure risk mitigation strategy.
Forecasted transactions
Derivatives:
The Company classifies its option contracts hedging forecasted transactions as cash flow
hedges and measures them at fair value. The fair value of option contracts used as hedges of
forecasted transactions at December 31, 2010 was an asset of
531 (as compared to an asset of
550
at March 31, 2010). 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
1,118 as at December 31, 2010 (as compared to
Nil as at March 31, 2010), which
has been disclosed as a part of Short term borrowings in the statements of financial position.
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
158 at December 31, 2010 (as compared to an asset of
23 at
March 31, 2010).
Fair values
The net carrying amount and fair value of all financial instruments, except derivative
financial instruments, as at December 31, 2010 was a net liability of
9,951 (as compared to a net
liability of
7,383 at March 31, 2010).
Recognition
In respect of foreign currency derivative financial instruments, the Company recognized a net
gain of
111 and
392 for the three months ended December 31, 2010 and 2009, respectively, and net
gain of
285 and
118 for the nine months ended December 31, 2010 and 2009, respectively. These
amounts are included in finance expense/(income).
In respect of foreign currency derivative contracts designated as cash flow hedges, the
Company has recorded, as a component of equity, a net gain of
95, and a net gain of
58 for the
three months ended December 31, 2010 and 2009, respectively, and a loss of
7 and a gain of
300
for the nine months ended December 31, 2010 and 2009, respectively. The Company also recorded, as
part of revenue, a net gain of
191 and
8 during the three months ended December 31, 2010 and
2009, respectively, and a net gain of
345 and
23 for nine months ended December 31, 2010 and
2009, respectively.
In respect of non-derivative financial liabilities, the Company has recorded as a component of
equity, a net gain of
20 for the three months and nine months ended December 31, 2010.
17
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
5. Cash and cash equivalents
Cash and cash equivalents consist of:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
December 31, 2010 |
|
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
Cash balances |
|
|
19 |
|
|
|
9 |
|
Balances with banks |
|
|
4,107 |
|
|
|
6,575 |
|
|
|
|
|
|
|
|
Cash and cash equivalents on the statements of
financial position |
|
|
4,126 |
|
|
|
6,584 |
|
Bank overdrafts used for cash management purposes |
|
|
|
|
|
|
(39 |
) |
|
|
|
|
|
|
|
Cash and cash equivalents on the cash flow statement |
|
|
4,126 |
|
|
|
6,545 |
|
|
|
|
|
|
|
|
Balances with banks included above amounting to
23 as of December 31, 2010 and
19 as of
March 31, 2010, respectively, represent amounts in the unclaimed dividend account and certain
deposit accounts, and are therefore restricted.
6. Inventories
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
December 31, 2010 |
|
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
Raw materials |
|
|
4,676 |
|
|
|
4,000 |
|
Packing material, stores and spares |
|
|
1,095 |
|
|
|
979 |
|
Work-in-process |
|
|
4,060 |
|
|
|
3,883 |
|
Finished goods |
|
|
5,413 |
|
|
|
4,509 |
|
|
|
|
|
|
|
|
|
|
|
15,244 |
|
|
|
13,371 |
|
|
|
|
|
|
|
|
During the three months and nine months ended December 31, 2010, the Company recorded
inventory write-downs of
341 and
927, respectively (as compared to
43 and
857, respectively,
for the three months and nine months ended December 31, 2009). These adjustments were included in
cost of revenues. Cost of revenues for the three months and nine months ended December 31, 2010
include raw materials, consumables and changes in finished goods and work in progress recognized in
the income statements amounting to
5,662 and
16,404, respectively (as compared to
5,938,
18,575
for the three months and nine months ended December 31, 2009). The above table includes
inventories amounting to
658 and
814 which are carried at fair value less cost to sell as at
December 31, 2010 and March 31, 2010, respectively.
7. Property, plant and equipment
Acquisitions and disposals
During the nine months ended December 31, 2010, the Company acquired assets at an aggregate
cost of
6,879 (as compared to a cost of
2,531 and
4,494 for the nine months ended December 31,
2009 and the year ended March 31, 2010, respectively). Assets with a net book value of
57 were
disposed of during the nine months ended December 31, 2010 (as compared to
42 and
480 for the
nine months ended December 31, 2009 and the year ended March 31, 2010, respectively), resulting in
a net loss on disposal of
11 (as compared to net loss of
24 and
24 for the nine months ended
December 31, 2009 and the year ended March 31, 2010, respectively). Depreciation expense for the
three months and nine months ended December 31, 2010 was
758 and
2,178 respectively (as compared
to
664 and
1,949 for the three months and nine months ended December 31, 2009, respectively).
Government Grants
During the three month ended December 31, 2010, the Company obtained the approval for its
claim towards certain grants associated with construction of a manufacturing facility in the United
States from the State of Louisiana amounting to
47 (U.S.$1). As a part of this facility, the State
of Louisiana has placed certain ongoing conditions on the Company relating to minimum cost to be
incurred and also providing employment for a minimum number of people. The Company believes that it
will be able to meet all of the conditions contained in State of Louisianas grant. Accordingly,
the Company has recorded the proportionate portion of the grant to the extent of the actual cost
incurred during the period as a reduction from the carrying value of property, plant and equipment.
18
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
7. Property, plant and equipment (continued)
Capital Commitments
As of December 31, 2010 and March 31, 2010, the Company was committed to spend approximately
4,920 and
2,948, respectively, under agreements to purchase property, plant and equipment. This
amount is net of capital advances paid in respect of such purchases.
8. Goodwill
Goodwill arising upon acquisitions is not amortized but tested for impairment annually or more
frequently if there are certain internal or external indicators.
The following table presents the changes in goodwill during the nine months ended December 31,
2010 and the year ended March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
Nine months ended |
|
|
Year ended |
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
March 31, 2010 |
|
Opening balance (1) |
|
|
18,267 |
|
|
|
18,246 |
|
|
|
18,246 |
|
Goodwill arising on business combinations |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of translation adjustments (3) |
|
|
(4 |
) |
|
|
41 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
Closing balance (1) |
|
|
18,263 |
|
|
|
18,287 |
|
|
|
18,267 |
|
|
|
|
|
|
|
|
|
|
|
Less: Impairment loss (2) |
|
|
(16,093 |
) |
|
|
(16,093 |
) |
|
|
(16,093 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,170 |
|
|
|
2,194 |
|
|
|
2,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
|
(3) |
|
Effect of translation adjustments includes 1,798 on account of translation of impairment loss. |
9. Other intangible assets
Acquisitions of intangibles
During the three months and nine months ended December 31, 2010, the Company acquired other
intangible assets at an aggregate cost of
3 and
22, respectively (as compared to a cost of
16
and
145 for the three and nine months ended December 31, 2009, respectively, and
2,831 for the
year ended March 31, 2010).
Amortization expenses for the three months and nine months ended December 31, 2010 were
307
and
912, respectively (as compared to amortization expenses of
374 and
1,210 for the three
months and nine months ended December 31, 2009, respectively).
Product related intangibles acquired during the year ended March 31, 2010 includes 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.
During the year ended March 31, 2005, the Company entered into an agreement with I-VEN for the
joint development and commercialization of a portfolio of 36 generic drug products. As per the
terms of the agreement, I-VEN had a right to fund up to 50% of the project costs (development,
registration and legal costs) related to these products and the related U.S. Abbreviated New Drug
Applications (ANDA) filed or to be filed, subject to a maximum contribution of U.S.$56. Upon
successful commercialization of these products, the Company was required to pay I-VEN a royalty on
net sales at agreed rates for a period of 5 years from the date of commercialization of each
product.
19
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
9. Other intangible assets (continued)
The first tranche of
985 (U.S.$23) was funded by I-VEN on March 28, 2005. This amount
received from I-VEN was initially recorded as an advance and subsequently credited in the income
statement as a reduction of research and development
expenses upon completion of specific milestones as detailed in the agreement. A milestone (i.e., a
product filing as per the terms of the agreement) was considered to be completed once the
appropriate ANDA was submitted by the Company to the U.S. FDA. Achievement of a milestone entitled
the Company to reduce the advance and credit research and development expenses in a fixed amount
equal to I-VENs share of the research and development costs of the product (which varied depending
on whether the ANDA was a Paragraph III or Paragraph IV filing). Accordingly, based on product
filings made by the Company through March 31, 2007, an aggregate amount of
933 has been credited
to research and development expense during the years ended March 31, 2005, 2006 and 2007.
As per the above agreement, in April 2010 and upon successful achievement of certain
performance milestones specified in the agreement (e.g., successful commercialization of a
specified number of products, and achievement of specified sales milestones), I-VEN had a one-time
right which required the Company to pay I-VEN a portfolio termination value amount for such
portfolio of products. In the event I-VEN exercised this portfolio termination value option, then
it would not be entitled to the sales-based royalty payment for the remaining contractual years.
During the year ended March 31, 2010, the Company and I-VEN reached an agreement for I-VEN to
exercise the portfolio termination value option for a portfolio termination value amount of
2,680
(U.S.$57). Accordingly, the Company recorded an asset of
2,680 (U.S.$57) (in the form of a
portfolio product related intangibles essentially representing a relief from future royalty costs
payable to I-VEN) and an equivalent liability representing consideration payable to I-VEN.
On October 1, 2010, Dr. Reddys parent company, DRL Investments Limited (a wholly owned
subsidiary of Dr. Reddys) and I-VENs beneficial interest holders entered into an agreement
restructuring the portfolio termination value option exercise. The transaction was restructured as
a purchase of the controlling interest in I-VEN by DRL Investments, as a result of which I-VEN
became a wholly owned subsidiary of DRL Investments as of October 1, 2010. In consideration for
such transfer of the controlling interest in I-VEN, the Company paid the I-VEN beneficial interest
holders consideration in an aggregate amount of
2,680, including an amount of
150 set aside in
an escrow fund for a period of 15 months for the purpose of funding certain indemnification
obligations of such beneficial interest holders.
Acquisition of the controlling interest does not constitute a business as defined in IFRS-3
(2008), and accordingly has been accounted as an incorporation of a new subsidiary. Further, since
the economic substance of the transaction was to settle the existing liability as of March 31,
2010, payment made to the former beneficial interest holders effectively released the Company from
its liability for the portfolio termination value. Accordingly, the amount paid of
2,530 has been
disclosed as a settlement of liability eligible for de-recognition. Further, an amount of
consideration of
150 continues to be disclosed as a liability in the financial statements. The
associated cash flow has been disclosed as a part of investing activities.
During the nine months ended December 31, 2010, the Company recorded an amount of
157 towards
amortization of the re-acquired rights.
20
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
10. Loans and borrowings
Short term loans and borrowings
The Company had undrawn lines of credit of
15,368 and
7,850 as of December 31, 2010 and
March 31, 2010, respectively, from its banks for working capital requirements. These lines of
credit are renewable annually. The Company has the right to draw upon these lines of credit based
on its requirements.
An interest rate profile of short term borrowings from banks is given below:
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
December 31, 2010 |
|
|
March 31, 2010 |
|
Rupee borrowings |
|
|
0 |
% |
|
|
5.00 |
% |
Rouble borrowings |
|
6% to 8 |
% |
|
|
|
|
Borrowings on transfer of receivables |
|
LIBOR+60-100 |
bps |
|
|
|
|
Other foreign currency borrowings |
|
LIBOR+50-175 |
bps |
|
LIBOR+ 40-75 |
bps |
|
|
EURIBOR+50-100 |
bps |
|
|
|
|
Transfer of financial asset
During the nine months ended December 31, 2010, the Company entered into a receivables
factoring arrangement in which the Company transferred
1,394 (U.S.$32) of short term trade
receivables to Citibank, Hyderabad. As part of the transaction, the Company provided Citibank with
credit indemnities over the expected losses of those receivables, thereby retaining substantially
all of the risks and rewards of ownership of the trade receivables including the contractual rights
to the associated cash flows of such financial assets. Accordingly, 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 December 31, 2010, the carrying amount
of the transferred short-term receivables which are subject to this factoring arrangement is
432
(U.S.$10). The carrying amount of the associated liability is
402 (U.S.$9).
Short-term borrowings- hedging instruments
During the three months ended December 31, 2010, the Company borrowed foreign currency
short-term loans amounting to
1,118 (U.S.$25). As a consequence of such borrowings, the Company
has 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. Accordingly, the foreign exchange differences arising from remeasurement 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.
Long term loans and borrowings
Long term loans and borrowings consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
December 31, 2010 |
|
|
March 31, 2010 |
|
Rupee term loan |
|
|
|
|
|
|
1 |
|
Foreign currency loan |
|
|
|
|
|
|
8,838 |
|
Obligations under finance leases |
|
|
245 |
|
|
|
252 |
|
|
|
|
|
|
|
|
|
|
|
245 |
|
|
|
9,091 |
|
Less: Current portion |
|
|
|
|
|
|
|
|
Rupee term loan |
|
|
|
|
|
|
1 |
|
Foreign currency loan |
|
|
|
|
|
|
3,690 |
|
Obligations under finance leases |
|
|
12 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
3,706 |
|
|
|
|
|
|
|
|
Non-current portion |
|
|
|
|
|
|
|
|
Rupee term loan |
|
|
|
|
|
|
|
|
Foreign currency loan |
|
|
|
|
|
|
5,148 |
|
Obligations under finance leases |
|
|
233 |
|
|
|
237 |
|
|
|
|
|
|
|
|
|
|
|
233 |
|
|
|
5,385 |
|
|
|
|
|
|
|
|
21
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
10. Loans and borrowings (continued)
During the year ended March 31, 2006, the Company took a foreign currency loan of
21,602
(Euro 400) from Citibank, N.A., Hong Kong to fund the acquisition of betapharm. During the year
ended March 31, 2007, such loan was syndicated into a non-recourse loan of
5,787 (Euro 100)
borrowed by Reddy Holding GmbH and a recourse loan of
15,482 (Euro 258 and U.S.$13) borrowed by
Lacock Holding Limited, which was guaranteed by DRL and certain of its wholly-owned subsidiaries.
As part of the syndication process, an amount of
1,882 (Euro 32) was repaid to Citibank N.A. The
maturity period of these loans ranged from December 2007 until December 2011. The Company incurred
an amount of
429 as debt issuance costs, which is being amortized over the debt period. As of
March 31, 2010, the
5,787 (Euro 100) non-recourse loan was repaid.
During the three months ended December 31, 2010, the Company repaid the outstanding
7,111
(Euro 112 and U.S. $6) balance of the above mentioned loan through three new short term borrowings
amounting to
5,972. The Company also amortized the total debt issuance costs of
28 outstanding as
at December 31, 2010.
During the nine month period ended December 31, 2010, the Company repaid
8,926 of foreign
currency loans (consisting of Euro 141 and U.S.$8),
1 of Rupee term loans and
12 of obligations
under capital leases. During the year ended March 31, 2010, the Company repaid
3,457 of foreign
currency loans (consisting of Euros 50 and U.S.$3),
6 of rupee term loans and
16 of obligations
under finance leases. Further, the carrying amount of debt issuance costs has been recognized as a
finance expense in the Companys unaudited condensed consolidated interim income statement.
An interest rate profile of long-term debt is given below:
|
|
|
|
|
|
|
|
|
As of |
|
|
December 31, 2010 |
|
|
March 31, 2010 |
Rupee borrowings |
|
|
|
|
|
2.00% |
Foreign currency borrowings |
|
|
|
|
|
EURIBOR +70 bps and LIBOR+70 bps |
11. Amalgamation of Perlecan Pharma Private Limited
During the nine months ended December 31, 2009, the Company concluded a legal reorganization
to amalgamate its wholly-owned subsidiary, Perlecan Pharma Private Limited (Perlecan), into its
own operations. The appropriate High Court approval was received by the Company during the nine
months ended December 31, 2009, which stated that the Company would be able to offset the
carry-forward tax losses of Perlecan against the taxable income of the Company for periods
effective from January 1, 2006. Accordingly, the Company has recorded an amount of
281
representing the tax benefit arising from the carried forward tax losses of Perlecan as a reduction
to its current tax liability with an offset to the existing deferred tax asset recognized for the
tax losses of Perlecan as at March 31, 2009.
12. Other (income)/expense, net
|
|
Other (income)/expense, net consists of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
Three months ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Loss/(profit) on sale of property, plant and equipment |
|
|
11 |
|
|
|
24 |
|
|
|
12 |
|
|
|
2 |
|
Sale of spent chemical |
|
|
(184 |
) |
|
|
(155 |
) |
|
|
(71 |
) |
|
|
(56 |
) |
Miscellaneous income |
|
|
(500 |
) |
|
|
(252 |
) |
|
|
(210 |
) |
|
|
(118 |
) |
Provision for expected claim from innovator (See Note
24) |
|
|
68 |
|
|
|
48 |
|
|
|
68 |
|
|
|
|
|
Other expenses |
|
|
2 |
|
|
|
3 |
|
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(603 |
) |
|
|
(332 |
) |
|
|
(199 |
) |
|
|
(171 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
22
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
13. Finance income/(expense), net
Finance income/(expense), net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
Three months ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Interest income |
|
|
102 |
|
|
|
201 |
|
|
|
5 |
|
|
|
78 |
|
Foreign exchange gain/(loss) |
|
|
(228 |
) |
|
|
116 |
|
|
|
46 |
|
|
|
(44 |
) |
Profit on sale of investments |
|
|
61 |
|
|
|
27 |
|
|
|
4 |
|
|
|
13 |
|
Interest expense |
|
|
(197 |
) |
|
|
(321 |
) |
|
|
(103 |
) |
|
|
(97 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(262 |
) |
|
|
23 |
|
|
|
(48 |
) |
|
|
(50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
14. Share capital and share premium
During the nine months ended December 31, 2010 and 2009, 381,922 and 356,258 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 nine months ended December 31, 2010, an aggregate of 70,000 options having an
exercise price based upon the fair market value of the underlying shares (or Category A options)
were exercised, with the exercise prices ranging from
362.5 to
442.5, and 311,792 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 December 31, 2010.
15. Earnings per share
Basic earnings per share
The calculation of basic earnings per share for the nine month period ended December 31, 2010
was based on the profit attributable to equity shareholders of
7,695 (as compared to a loss of
597 for the nine months ended December 31, 2009) and a weighted average number of equity shares
outstanding during the nine months ended December 31, 2010 and 2009, calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Issued equity shares as on April 1 |
|
|
168,845,385 |
|
|
|
168,468,777 |
|
Effect of shares issued upon exercise of stock options |
|
|
247,582 |
|
|
|
197,047 |
|
Weighted average number of equity shares at December 31 |
|
|
169,092,967 |
|
|
|
168,665,824 |
|
The calculation of basic earnings per share for the three month period ended
December 31, 2010 was based on the profit attributable to equity shareholders of
2,732 (as
compared to a loss of
5,217 for the three months ended December 31, 2009) and a weighted average
number of equity shares outstanding during the three months ended December 31, 2010 and 2009,
calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Issued equity shares as on October 1 |
|
|
169,201,575 |
|
|
|
168,745,279 |
|
Effect of shares issued on exercise of stock options |
|
|
17,621 |
|
|
|
60,056 |
|
Weighted average number of equity shares at December 31 |
|
|
169,219,196 |
|
|
|
168,805,335 |
|
23
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
15. Earnings per share (continued)
Diluted earnings per share
The calculation of diluted earnings per share for the nine months ended December 31, 2010 was
based on the profit attributable for equity shareholders of
7,695 (as compared to a loss of
597
for the nine months ended December 31, 2009) and weighted average number of equity shares
outstanding during nine months ended December 31, 2010 and 2009, calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Weighted average number of equity shares at December 31 (Basic) |
|
|
169,092,967 |
|
|
|
168,665,824 |
|
Effect of stock options outstanding |
|
|
854,260 |
|
|
|
|
|
Weighted average number of equity shares at December 31 (Diluted) |
|
|
169,947,227 |
|
|
|
168,665,824 |
|
The calculation of diluted earnings per share for the three months ended December
31, 2010 was based on the profit attributable for equity share holders of
2,732 (as compared to a
loss of
5,217 for the three months ended December 31, 2009) and weighted average number of equity
shares outstanding during the three months ended December 31, 2010 and 2009, calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Weighted
average number of equity shares at December 31 (Basic) |
|
|
169,219,196 |
|
|
|
168,805,335 |
|
Effect of stock options outstanding |
|
|
715,934 |
|
|
|
|
|
Weighted average number of equity shares at December 31 (Diluted) |
|
|
169,935,130 |
|
|
|
168,805,335 |
|
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).
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)
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.
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).
Fringe Benefit Tax under DRL 2002 Plan and DRL 2007 Plan:
During the year ended March 31, 2008, the Compensation Committee at its meeting held in
October 2007 proposed that the Company would absorb the full liability of any Fringe Benefit Tax
upon exercise of all stock options granted on or prior to October 2007 and that, in respect of new
grants to be made subsequent to that date, the applicable Fringe Benefit Tax would be recovered
from employees upon the exercise of their stock options. Amendments to the DRL 2002 and DRL 2007
Plans reflecting these proposals were approved by the shareholders at the Annual General Meeting
held on July 22, 2008.
During the year ended March 31, 2010, the Government of India through its Finance Act, 2009
abolished the Fringe Benefit Tax, including those applicable to employee share based payments.
Under the Finance Act, 2009, the Fringe Benefit Tax payable by the employer as a result of share
based payments would be replaced by an income tax payable by the employees as a perquisite (as
defined in the Indian Income Tax Act, 1961) based on the value of the underlying share as on the
date of exercise of the options. As a result, the employee becomes the primary obligor to discharge
all tax liabilities that would arise on exercise of such stock options. Consequently, the previous
Fringe Benefit Tax amendments made to the DRL 2002 Plan and DRL 2007 Plan are no longer applicable.
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 plans (continued)
Aurigene Discovery Technologies Ltd. Employee Stock Option Plan 2003 (the Aurigene ESOP
Plan):
Aurigene Discovery Technologies Limited (Aurigene), a consolidated subsidiary, adopted the
Aurigene ESOP Plan to provide for issuance of stock options to employees of Aurigene and its
subsidiary, Aurigene Discovery Technologies Inc., who have completed one full year of service with
Aurigene or its subsidiary. Aurigene has reserved 4,550,000 of its ordinary shares for issuance
under this plan. Under the Aurigene ESOP Plan, stock options may be granted at an exercise price
as determined by Aurigenes compensation committee. The options issued under the Aurigene ESOP Plan
vest in periods ranging from one to three years, including certain options which vest immediately
on grant, and generally have a maximum contractual term of three years.
During the year ended March 31, 2008, the Aurigene ESOP Plan was amended to increase the total
number of options reserved for issuance to 7,500,000 and to provide for Aurigenes recovery of the
Fringe Benefit Tax from employees upon the exercise of their stock options.
Aurigene Discovery Technologies Ltd. Management Group Stock Grant Plan (the Aurigene
Management Plan):
In the year ended March 31, 2004, Aurigene adopted the Aurigene Management Plan to provide for
issuance of 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 nine months ended December 31, 2010
under the above plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Exercise |
|
|
Vesting |
|
|
Contractual |
|
|
|
instruments |
|
|
price |
|
|
period |
|
|
life |
|
DRL 2002 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
284,070 |
|
|
INR |
5.00 |
|
|
|
1 to 4 years |
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DRL 2007 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
58,660 |
|
|
INR |
5.00 |
|
|
|
1 to 4 years |
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aurigene ESOP Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The terms and conditions of the grants made during the nine months ended December 31, 2009
under the above plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Exercise |
|
|
Vesting |
|
|
Contractual |
|
|
|
instruments |
|
|
price |
|
|
period |
|
|
life |
|
DRL 2002 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
359,840 |
|
|
INR |
5.00 |
|
|
|
1 to 4 years |
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DRL 2007 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
74,600 |
|
|
INR |
5.00 |
|
|
|
1 to 4 years |
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aurigene ESOP Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
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 weighted average inputs used in computing the fair value of such grants were as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Expected volatility |
|
|
34.34 |
% |
|
|
36.45 |
% |
Exercise price |
|
|
5.00 |
|
|
|
5.00 |
|
Option life |
|
2.43 Years |
|
|
2.44 Years |
|
Risk-free interest rate |
|
|
6.04 |
% |
|
|
5.05 |
% |
Expected dividends |
|
|
0.40 |
% |
|
|
0.82 |
% |
Grant date share price |
|
|
1242.55 |
|
|
|
612.95 |
|
The fair values of services received in return for share options granted to employees are
measured by reference to the fair value of share options granted. The estimate of the fair value of
the services received is measured based on the Black-Scholes model.
For the nine months ended December 31, 2010 and 2009 amounts of
198 and
171,
respectively,
and for the three months ended December 31, 2010 and 2009, amounts of
66 and
52, respectively
have been recorded as total employee share based expense under all employee stock incentive plans.
As of December 31, 2010, there was approximately
284 of total unrecognized compensation cost
related to unvested stock options. This cost is expected to be recognized over a weighted-average
period of 2.97 years.
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 nine months ended December 31, 2010 and 2009
are as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Service cost |
|
|
48 |
|
|
|
39 |
|
Interest cost |
|
|
27 |
|
|
|
23 |
|
Expected return on plan assets |
|
|
(24 |
) |
|
|
(19 |
) |
Recognized net actuarial (gain)/loss |
|
|
3 |
|
|
|
5 |
|
|
|
|
|
|
|
|
Net amount recognized |
|
|
54 |
|
|
|
48 |
|
|
|
|
|
|
|
|
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 December 31, 2010 and
2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Service cost |
|
|
16 |
|
|
|
14 |
|
Interest cost |
|
|
9 |
|
|
|
8 |
|
Expected return on plan assets |
|
|
(8 |
) |
|
|
(6 |
) |
Recognized net actuarial (gain)/loss |
|
|
1 |
|
|
|
2 |
|
|
|
|
|
|
|
|
Net amount recognized |
|
|
18 |
|
|
|
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 nine months ended December 31, 2010 and
2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Service cost |
|
|
12 |
|
|
|
10 |
|
Interest cost |
|
|
18 |
|
|
|
17 |
|
Expected return on plan assets |
|
|
(21 |
) |
|
|
(14 |
) |
Recognized net actuarial (gain)/loss |
|
|
6 |
|
|
|
6 |
|
|
|
|
|
|
|
|
Net amount recognized |
|
|
15 |
|
|
|
19 |
|
|
|
|
|
|
|
|
The components of net periodic benefit cost for the three months ended December 31, 2010 and
2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Service cost |
|
|
4 |
|
|
|
4 |
|
Interest cost |
|
|
6 |
|
|
|
5 |
|
Expected return on plan assets |
|
|
(7 |
) |
|
|
(4 |
) |
Recognized net actuarial (gain)/loss |
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
Net amount recognized |
|
|
5 |
|
|
|
7 |
|
|
|
|
|
|
|
|
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.
28
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 nine months ended December 31, 2010 and
2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Service cost |
|
|
6 |
|
|
|
|
|
Interest cost |
|
|
3 |
|
|
|
|
|
Expected return on plan assets |
|
|
|
|
|
|
|
|
Recognized net actuarial (gain)/loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
The components of net periodic benefit cost for the three months ended December 31, 2010 and
2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Service cost |
|
|
2 |
|
|
|
|
|
Interest cost |
|
|
1 |
|
|
|
|
|
Expected return on plan assets |
|
|
|
|
|
|
|
|
Recognized net actuarial (gain)/loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
|
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 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
Arzneimittel GmbH (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.
435 (Euro 6.6) of such severance payments were recorded during the nine
months ended December 31, 2009. There have been no restructuring activities during the three or
nine months ended December 31, 2010.
18. Income taxes
Income tax expenses are recognized based on the Companys best estimate of the average annual
income tax rate for the fiscal year applied to the pre-tax income of the interim period. The
Companys consolidated effective tax rate for the nine months ended December 31, 2010 and 2009 was
10% and (1,048)% (excluding impairment losses, it was 20%), respectively.
The difference between the estimated average annual effective income tax rate and the enacted
tax rate is accounted for by a number of factors, including the effect of differences between
Indian and foreign tax rates, expenses that are not deductible for tax purposes, income exempted
from income taxes, effects of changes in tax laws and rates, and the effects of minimum alternate
taxes.
29
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
18. Income taxes (continued)
The decrease in the effective tax rate for the nine months ended December 31, 2010 as compared
to the nine months ended December 31, 2009 is primarily attributable to the following factors:
|
|
|
enhanced weighted deduction on the projected research and development expense for the
current fiscal year ended March 31, 2011; |
|
|
|
|
during the nine months ended December 31, 2009, the effective tax rate included an
income tax benefit primarily on account of the significant reversal of deferred tax
liability on intangibles corresponding to the impairment charge recorded
in the Companys German subsidiary. No such benefits existed during the nine months period
ended December 31, 2010; and |
|
|
|
|
during the nine months ended December 31, 2009, the effective tax rate included higher
projected profits in jurisdictions with higher tax rates, on account of market exclusivity
on certain products. However, no such circumstances exist during the nine months period
ended December 31, 2010. |
The total deferred tax benefit recognized directly in the equity amounts to
48 for the nine months
ended December 31, 2010 (as compared to tax expense amounting to
74 for the nine months ended
December 31, 2009).
During the year ended March 31, 2010, the German tax authorities concluded their preliminary
tax audits for betapharm, covering the fiscal years 2001 to 2004, and have objected to certain tax
positions taken in those years income tax returns filed by betapharm. Managements best estimate
of the additional tax liability that could arise on conclusion of the tax audits, which is expected
to be completed in the near future, is
302 (EUR 5). Accordingly, the Company recorded the amount
as additional current tax expense in the income statement for the year ending March 31, 2010.
Included as part of the Companys acquisition of betapharm during the year ended March 31, 2006
were certain pre-existing income tax contingencies pertaining to betapharm for the fiscal periods
prior to the date of the closing of the acquisition (in March 2006). Accordingly, the terms of the
Sale and Purchase Agreement provided that a certain portion of the purchase consideration amounting
to
324 (EUR 6) would be set aside in an escrow account, to be set off against certain indemnity
claims by the Company in respect of legal and tax matters that may arise covering such
pre-acquisition periods. The right to make tax related indemnity claims under the Sale and
Purchase Agreement only applies with respect to taxable periods from January 1, 2004 until November
30, 2005. The indemnity right becomes time barred at the end of the seven year anniversary of the
closing of the acquisition (in March 2013) and therefore lapses at the end of such period. To the
extent that the tax audits cover periods not subject to the indemnity rights under the Sale and
Purchase Agreement, the Company has additional indemnity rights pursuant to a tax indemnity
agreement with Santo Holdings, the owner of betapharm prior to 3i Group plc.
Upon receipt of such preliminary tax demands, the Company initiated the process of exercising
such indemnity rights against the sellers of betapharm and has concluded that as of December 31,
2010 the Companys recovery of the full tax amounts demanded by the German tax authorities
continues to be virtually certain. Accordingly, a separate asset amounting to
302 (EUR 5)
representing such indemnity rights against the sellers has been recorded as part of other assets
in the unaudited condensed consolidated interim statement of financial position.
There are certain income-tax related legal proceedings that are pending against the Company.
Potential liabilities, if any, have been adequately provided for, and the Company does not
currently estimate any material incremental tax liability in respect of these matters.
30
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
19. Acquisition of Non-controlling Interests
Aurigene Discovery Technologies Limited
During the year ended March 31, 2010, 1,899,943 options issued under the Aurigene ESOP Plan
were exercised by employees and, accordingly, a corresponding number of equity shares of Aurigene
Discovery Technologies Limited were issued, consequently giving rise to a non-controlling interest
in the existing wholly owned subsidiary Aurigene Discovery Technologies Limited.
Immediately following the issuance of such shares, the Company acquired them from the holders
at a price of
46 per share. Acquisition of the non-controlling interest has been recorded as a
treasury transaction as part of the Unaudited Condensed Consolidated Interim Statement of Changes
in Equity, as it represents changes in ownership interest without the loss of control by the
Company. The difference between the carrying value of such non-controlling interest and the
consideration paid by the Company is recognized as a reduction from retained earnings and
attributed to the shareholders of the Company.
Dr. Reddys Laboratories (Australia) Pty. Limited
During the year ended March 31, 2010, the Company entered into an agreement with Biogenerics
Australia Pty. Limited for the acquisition of their non-controlling interest in Dr. Reddys
Laboratories (Australia) Pty. Limited (DRLA). The total purchase consideration is
37 (AUD 1),
which includes an amount of
25 (AUD 0.3) contingent upon DRLA achieving certain sales targets on
or before December 31, 2010 or upon the listing of a certain number of products under the
Pharmaceutical Benefit Scheme in Australia by March 31, 2012.
During the three months ended December 31, 2010, DRLA did not achieve the sales milestone upon
which the consideration of
14 was contingent. In accordance with requirements of IFRS 3 (2008),
the Company has recorded the change in contingent consideration as a part of other (income)/expense
in its unaudited condensed consolidated interim income statement.
Dr. Reddys Laboratories (Proprietary) Limited
During the nine months ended December 31, 2010, the Company acquired the non-controlling
interest of 40% in Dr. Reddys Laboratories (Proprietary) Limited from Calshelf Investments 214
(Proprietary) Limited. The total purchase consideration was
525 (or, in South African Rand, ZAR
81).
Acquisition of the non-controlling interest has been recorded as a treasury transaction as
part of the Unaudited Condensed Consolidated Interim Statement of Changes in Equity, as it
represents changes in ownership interest without the loss of control by the Company. The difference
between the carrying value of such non-controlling interest and the consideration paid by the
Company is recognized as a reduction from retained earnings and attributed to the shareholders of
the Company.
20. Related parties
The Company has entered into transactions with the following related parties:
|
|
|
Diana Hotels Limited for availing hotel services; |
|
|
|
|
A.R. Life Sciences Private Limited for availing processing services of raw materials and
intermediates; |
|
|
|
|
Dr. Reddys Holdings Limited; |
|
|
|
|
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.
31
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 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. During the nine months
ended December 31, 2010 and 2009 the Company paid
3 and
64, respectively, to the Gratuity Fund.
The following is a summary of significant related party transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
Three months ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Purchases from significant interest entities |
|
|
303 |
|
|
|
231 |
|
|
|
163 |
|
|
|
82 |
|
Sales to significant interest entities |
|
|
219 |
|
|
|
103 |
|
|
|
121 |
|
|
|
46 |
|
Contribution to a significant interest entity towards social
development |
|
|
70 |
|
|
|
87 |
|
|
|
18 |
|
|
|
14 |
|
Contribution to a significant interest entity towards research |
|
|
7 |
|
|
|
|
|
|
|
7 |
|
|
|
|
|
Lease rental paid under cancellable operating leases to key
managerial personnel and their relatives |
|
|
22 |
|
|
|
20 |
|
|
|
8 |
|
|
|
7 |
|
Hotel expenses paid |
|
|
15 |
|
|
|
8 |
|
|
|
4 |
|
|
|
4 |
|
Advances taken from significant interest entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table does not include the following transactions between key management personnel
and the Company:
|
|
|
During the nine months ended December 31, 2009, the Company exchanged a piece of land
owned by it for another piece of land of the same size that adjoins its manufacturing
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 given up, with no profit or loss being
recorded for the same. |
|
|
|
|
Purchase of land amounting to 21 from a significant interest entity. |
The following table describes the components of managerial remuneration:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
Three months ended |
|
|
|
December 31, |
|
|
December 31, |
|
Particulars |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Salaries |
|
|
142 |
|
|
|
184 |
|
|
|
32 |
|
|
|
45 |
|
Commission* |
|
|
266 |
|
|
|
194 |
|
|
|
98 |
|
|
|
54 |
|
Other Perquisites |
|
|
1 |
|
|
|
4 |
|
|
|
|
|
|
|
1 |
|
Share-based payments |
|
|
45 |
|
|
|
27 |
|
|
|
16 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
454 |
|
|
|
409 |
|
|
|
146 |
|
|
|
110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
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 |
|
|
|
December 31, 2010 |
|
|
March 31, 2010 |
|
Significant interest entities |
|
|
93 |
|
|
|
44 |
|
Key management personnel |
|
|
5 |
|
|
|
5 |
|
32
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
20. Related parties (continued)
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 nine months ended December 31, 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 December 31, 2010.
The Company had the following amounts due to related parties:
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
December 31, 2010 |
|
|
March 31, 2010 |
|
Significant interest entities |
|
|
71 |
|
|
|
20 |
|
33
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 the expense incurred by their nature for the nine
months ended December 31, 2010 and 2009, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, 2010 |
|
|
|
|
|
|
|
Selling, general |
|
|
Research and |
|
|
|
|
|
|
Cost of |
|
|
and administrative |
|
|
development |
|
|
|
|
Particulars |
|
revenues |
|
|
expenses |
|
|
expenses |
|
|
Total |
|
Employee benefits |
|
|
3,741 |
|
|
|
5,648 |
|
|
|
808 |
|
|
|
10,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,599 |
|
|
|
1,242 |
|
|
|
249 |
|
|
|
3,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, 2009 |
|
|
|
|
|
|
|
Selling, general |
|
|
Research and |
|
|
|
|
|
|
Cost of |
|
|
and administrative |
|
|
development |
|
|
|
|
Particulars |
|
revenues |
|
|
expenses |
|
|
expenses |
|
|
Total |
|
Employee benefits |
|
|
3,064 |
|
|
|
5,688 |
|
|
|
629 |
|
|
|
9,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,356 |
|
|
|
10,142 |
|
|
|
264 |
|
|
|
11,762 |
|
The below tables discloses the details of the expense incurred by their nature for the three
months ended December 31, 2010 and 2009 respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, 2010 |
|
|
|
|
|
|
|
Selling, general |
|
|
Research and |
|
|
|
|
|
|
Cost of |
|
|
and administrative |
|
|
development |
|
|
|
|
Particulars |
|
revenues |
|
|
expenses |
|
|
expenses |
|
|
Total |
|
Employee benefits |
|
|
1,287 |
|
|
|
1,872 |
|
|
|
275 |
|
|
|
3,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
552 |
|
|
|
421 |
|
|
|
92 |
|
|
|
1,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, 2009 |
|
|
|
|
|
|
|
Selling, general |
|
|
Research and |
|
|
|
|
|
|
Cost of |
|
|
and administrative |
|
|
development |
|
|
|
|
Particulars |
|
revenues |
|
|
expenses |
|
|
expenses |
|
|
Total |
|
Employee benefits |
|
|
920 |
|
|
|
1,473 |
|
|
|
186 |
|
|
|
2,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
474 |
|
|
|
9,086 |
|
|
|
81 |
|
|
|
9,641 |
|
34
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
22. Bonus Debentures
On
March 31, 2010 the Company Board of Directors approved a scheme for the issuance of bonus
debentures that would be effected by capitalization of the retained earnings, subject to the
successful receipt of the necessary approvals of the Companys shareholders, the High Court of
Andhra Pradesh, India and other identified regulatory authorities as mentioned in the proposed
scheme. On May 28, 2010 a general meeting of the Companys shareholders was held in which the
proposed bonus debenture scheme was approved. The proposed bonus debenture scheme entails the
issuance and allotment of unsecured, non-convertible, redeemable, fully paid up (i.e., the
shareholders need not pay any amounts to receive them) bonus debentures carrying a face value of
5
each (bonus debentures) to the shareholders of the Company, in the ratio of 6 bonus debentures
for each equity share held by them, on a date to be determined in future. The bonus debentures will
carry a coupon rate (to be determined in the future) that is to be paid annually. Additionally,
these bonus debentures will be redeemable upon election at the end of 36 months from the initial
date of issuance.
No adjustments have been recorded for this proposed scheme in these unaudited condensed
consolidated interim financial statements, as the proposed bonus debenture scheme will become
effective only after the successful receipt of approvals from the High Court of Andhra Pradesh,
India and other identified regulatory authorities as mentioned in the proposed scheme. On July 19,
2010, the Company received the High Courts approval of the scheme. On January 18, 2011, the
Company received approval from the Reserve Bank of India, subject to the Company obtaining a no
objection certificate from the Indian income tax authorities.
Subsequently on February 1, 2011, the Company received the no objection certificate from the
Indian income tax authorities. Consequently, all requisite approvals associated with this scheme
are complete. Management is in the process of implementing the scheme and has initiated necessary
actions in this regard.
In relation to the above mentioned scheme, the Company incurred costs of
44 during the nine
months ended December 31, 2010, representing directly attributable transaction costs payable to
financial advisors. The amount has been disclosed as a prepayment in the statement of financial
position pending the issuance of such financial instruments. On issuance of these financial
instruments, such directly attributable transaction costs will be recorded as a reduction from the
initial measured amount.
23. Sale of Dossiers and Marketing Authorizations
On June 30, 2010, the Company entered into an asset purchase agreement with GlaxoSmithKline
Trading Services Limited (GSK Brazil) for the sale and transfer of marketing authorizations,
underlying dossiers (i.e., the product information) and other business information relating to a
portfolio of products that are currently being marketed in the Brazilian territory by the Company
through its wholly-owned subsidiary, Dr. Reddys Farmaceutica do Brasil Ltda.
The total consideration which GSK will pay to the Company under this agreement is
604
(U.S.$13), of which U.S.$4 is an up-front payment, and pertains to currently marketed products, the
dossiers for which have been filed with the National Health Surveillance Agency of Brazil (also
known as ANVISA) by the Company. In addition, U.S.$9 is in the form of payments contingent upon
the satisfaction of certain milestone events, and pertains to products that are currently under
development.
Concurrently, the Company also entered into a distribution and supply agreement with GSK
Brazil, whereby GSK Brazil has agreed to purchase all its requirements for the final products which
underlie the transferred marketing authorizations exclusively from the Company, for a period of 3
years effective from the closing of the asset purchase agreement, unless the Company persistently
fails to supply the final products in accordance with the terms of the agreement.
Through these contracts, the Company and GSK Brazil intend to foster a collaborative effort
between them, whereby certain selected final products available with the Company would be licensed
to GSK Brazil, which in turn will apply for the requisite regulatory approvals for affecting the
sales of such products across the identified territory. Profits made under such arrangement will be
shared between the Company and GSK Brazil in accordance with the pre-determined ratio set forth in
the agreement.
During the three months ended December 31, 2010 the Company has received
27 (U.S.$0.6) from
GSK Brazil as an upfront payment towards achievement of certain milestones pertaining to products
under development.
In order to appropriately reflect the overall commercial effect of the arrangement, the asset
purchase agreement and the agreement for the distribution and supply of final products for 3 years
have been combined as a single unit of accounting, as the transfer of marketing authorizations
under the asset purchase agreement does not culminate into a separate revenue generating activity
and is independent of the performance obligation under the distribution and supply arrangements.
Accordingly, the upfront
payments of
186 (U.S.$4) and
27 (U.S.$0.6) have been deferred and disclosed as part of other
liabilities in the unaudited condensed consolidated interim financial statement, to be recognized
over the 3 year period of the product supply under the distribution and supply arrangements.
35
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
24. Agreement to acquire manufacturing site in the United States
On November 22, 2010 the Company and GlaxoSmithkline Plc (GSK), entered into an agreement
for the Company to acquire GSKs oral penicillin facility located in the United States and the
rights over certain GSK product portfolios. The transaction is expected to be consummated before
June 30, 2011, and therefore no adjustments have been made in the condensed consolidated interim
financial statements for the nine months ended December 31, 2010.
25. Change in currency translation rate in Venezuela
The Companys Venezuela operations are conducted as an extension of the parent company and,
accordingly, the functional currency of operation is the Indian rupee. On December 30, 2010, the
Foreign Exchange Administration Commission of Venezuela (commonly referred to as the CADIVI)
enacted a decree (exchange agreement No.14) to unify the official exchange rates at a single rate
of 4.3 Venezuela Bolivars (VEB) per U.S.$ by abolishing the preferential rate of 2.6 VEB per
U.S.$ effective from January 1, 2011.
Further, on January 13, 2011, the CADIVI issued a further decree to interpret the transitional
requirements for the use of official exchange rates and described the following conditions to be
satisfied for the continued usage of the preferential rate of 2.6 VEB per U.S.$:
|
|
|
payments for which the CADIVI had issued an approval in the form of approvals of fund
repatriation Autorización de Liquidación de Divisas (ALD) and which had been sent to
and received by the Banco Central de Venezuela by December 31, 2010; or |
|
|
|
payments for which the CADIVI had issued an Authorization of Foreign Currency
Acquisition (AAD) by December 31, 2010 if the approval relates to imports for the
health and food sectors or certain other specified purposes. |
Based on the authorizations received by the Company, and in light of the above announcements,
the Company believes that it is eligible for the usage of the preferential rate of 2.6 VEB per
U.S.$ in relation to the total value of monetary items denominated in VEB as on December 31, 2010.
Accordingly, all monetary items in the Companys Venezuelan operations are translated into the
functional currency at the preferential rate of 2.6 VEB per U.S.$, and the resultant exchange loss
has been recognized as a finance expense in the unaudited condensed consolidated interim income
statement.
36
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
26. Contingencies
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 26 to the unaudited condensed consolidated interim
financial statements, the Company does not expect them to have a materially adverse effect on its
financial position. However, if one or more of such proceedings were to result in judgments against
the Company, such judgments could be material to its results of operations in a given period.
Product and patent related matters
Norfloxacin litigation
The Company manufactures and distributes Norfloxacin, a formulations product. Under the Drugs
Prices Control Order (the DPCO), the Government of India has the authority to designate a
pharmaceutical product as a specified product and fix the maximum selling price for such product.
In 1995, the Government of India issued a notification and designated Norfloxacin as a specified
product and fixed the maximum selling price. In 1996, the Company filed a statutory Form III
before the Government of India for the upward revision of the maximum selling price and a legal
suit in the Andhra Pradesh High Court (the High Court) challenging the validity of the
designation on the grounds that the applicable rules of the DPCO were not complied with while
fixing the maximum selling price. The High Court had previously granted an interim order in favor
of the Company; however it subsequently dismissed the case in April 2004. The Company filed a
review petition in the High Court in April 2004 which was also dismissed by the High Court in
October 2004. Subsequently, the Company appealed to the Supreme Court of India, New Delhi (the
Supreme Court) by filing a Special Leave Petition, which is currently pending.
During the year ended March 31, 2006, the Company received a notice from the Government of
India demanding the recovery of the price charged by the Company for sales of Norfloxacin in excess
of the maximum selling price fixed by the Government of India, amounting to
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.
37
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
26. Contingencies (continued)
Product and patent related matters (continued)
Styptovit-K litigation
During the nine months ended December 31, 2010, the Competition Appellate Tribunal of India
issued a preliminary notice of inquiry alleging that the Company engaged in an unfair trade
practice with respect to the manufacture and marketing of Styptovit and Styptovit-K (the Companys
branded versions of adrenochrome monosemicarbazone-ascorbic acid-calcium phosphate-menadione-rutin)
by launching new versions of these products which omitted any active pharmaceutical ingredients
which would have caused them to be subject to price control under Indian law. On December 1, 2010,
the Competition Appellate Tribunal of India dismissed the case.
Fexofenadine United States litigation
In April 2006, the Company launched its fexofenadine hydrochloride 30 mg, 60 mg and 180
mg tablet products, which are generic versions of Sanofi-Aventis (Aventis) Allegra® tablets. The
Company is presently defending patent infringement actions brought by Aventis and Albany Molecular
Research (AMR) in the United States District Court for the District of New Jersey. There are
three formulation patents, three 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 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 unaudited
condensed consolidated financial statements in this respect.
On January 28, 2011, the District Court of New Jersey held that, based on Sanofi-Aventis and
AMRs admittance of non-provability of infringement for the Companys products, the preliminary
injunction issued in June 2010 will automatically dissolve. 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. 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.
38
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
26. Contingencies (continued)
Product and patent related matters (continued)
Alendronate Sodium, Germany litigation
In February 2006, MSD Overseas Manufacturing Co. (MSD), an entity affiliated with Merck & Co
Inc. (Merck), initiated infringement proceedings against betapharm before the German Civil Court
of Mannheim alleging infringement of the supplementary protection certificate on the basic patent
for Fosamax® (MSDs brand name for alendronate sodium). betapharm and some other companies are
selling generic versions of this product in Germany. MSDs patent, which expired in April 2008, was
nullified in June 2006 by the German Federal Patent Court. However, MSD filed an appeal against
this decision at the German Federal Supreme Court. The German Civil Court of Mannheim decided to
stay the proceedings against betapharm until the German Federal Supreme Court has decided upon the
validity of the patent.
In March 2007, the European Patent Office granted Merck a patent, which will expire on July
17, 2018, covering the use of alendronate for the treatment of osteoporosis (the new patent).
betapharm filed protective writs to prevent a preliminary injunction without a hearing. betapharm
also filed an opposition against this new patent at the European Patent Office, which revoked the
new patent on March 18, 2009. Merck filed notice of appeal of such revocation, and a final decision
is not expected before 2011. In August 2007, Merck initiated patent infringement proceedings
against betapharm before the German civil court of Düsseldorf, which decided to stay the
proceedings until a final decision of the European Patent Office is rendered.
There are other jurisdictions within Europe where the new patent has already been revoked. As
a result of this, the Company continues selling its generic version of Fosamax. If Merck is
ultimately successful in its allegations of patent infringement, the Company could be required to
pay damages related to the above product sales made by the Company, and could also be prohibited
from selling these products in the future.
Oxycodon, Germany litigation
The Company has been selling Oxycodon beta (generic oxycontin) in Germany since 2007.
The Company has for some time been aware of litigation with respect to one of its suppliers and
licensors of generic oxycontin, who has also been supplying this product to several other generic
pharmaceutical companies in Germany. In April 2007, there were nullity/opposition as well as
infringement proceedings filed separately against this supplier on two formulation patents by the
innovator.
Subsequently, the Companys supplier and all licensees had jointly filed a nullity petition at
the German Federal Patent Court. During the nullity proceedings, in the case of the first patent,
the Federal Patent Court in 2009 revoked the patent. The innovator appealed this decision and
currently this proceeding is pending at the Federal Court of Justice. On the second patent,
opposition was filed by various parties with the Opposition Division, and in its oral proceedings
in April 2008, the Division maintained the patent. Appeals of this decision were filed by both the
patentee and the opponents (including the Companys supplier) and oral proceedings took place in
October 2009 and October 2010. In October 2010, the Board of Appeal referred this to an enlarged
Board and its decision is currently pending.
The innovator has since then also filed an infringement action for both of the two formulation
patents against the Companys supplier in the German Civil Court of Mannheim as well as in
Switzerland (where the product is manufactured). The German court in Mannheim in its first decision
in August 2008 held that the Companys suppliers product was non-infringing. This decision was
appealed by the innovator to the higher District Court of Karlsruhe, and a decision on this appeal
is expected to be issued later in 2011.
In the second week of January 2011, the innovator initiated a separate (secondary) legal
action against the Company. It is understood that a similar action has also been initiated against
all other licensees and that such an action is only a legal/procedural matter and does not have any
change in impact on the main cases. The Company has also signed a cost sharing agreement under
which the supplier will share a portion of the losses resulting from any innovator damage claim. As
of January 10, 2011, based on a legal evaluation, the Company continues to sell this product.
39
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
26. 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.
Erlotinib, India litigation
The Company launched Tyrokinin tablets (Erlotinib Hydrochrolride-150 mg, a generic
version of Roches Tarceva®) in India in January 2010. The Company sources this product from Natco
Pharma Ltd. (NATCO). Roche sued the Company and NATCO for infringement of the erlotinib product
patent in the High Court of Delhi and sought an injunction restraining the sale of the product. The
matter came up for hearing on April 8, 2010 before the High Court of Delhi, on which date the
Company filed its written statement and counterclaim. The High Court of Delhi heard the matter and
no interim injunction orders were issued, and subsequently, the Company sought and was granted
further time for filing of the counter claim; a separate counterclaim has also been filed on
similar grounds with the Indian Intellectual Property Appellate Board (IPAB). Further, the High
Court of Delhi allowed the Companys request of summoning the Delhi Patent office records relating
to the case. As of the date of this report, the matter is listed before the Joint Registrar of IPAB
for completion of pleadings and admission/or denial of documents, and after it came up for hearing
on December 15, 2010 is posted for hearing on January 31, 2011.
Roche is also currently litigating on the same product in the High Court of Delhi, against
Cipla, who has been selling this product since January 2008. If Roche is ultimately successful in
its allegations of patent infringement, the Company could be required to pay damages related to the
product sales made by the Company, and could also be prohibited from selling these products in the
future. Based upon a legal evaluation, the Company continues to sell this product.
Ceragenix Bankruptcy Litigation
In November 2007, the Company 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 on December 31, 2010, the Company is carrying a balance intangible value of
U.S.$3.4 relating to these payments.
In June 2010, Ceragenix (both entities) filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code. In July 2010, Ceragenix filed a motion for entry of an interim order and,
subsequently, filed a motion for entry of a final order authorizing the execution of an asset
purchase agreement (executed on November 10, 2010) with PuraCap Pharmaceutical LLC to sell, among
other things, the patent license, certain business assets and intellectual property relating to
EpiCeram. The Company
had objected to the proposed sale on various grounds and Ceragenix has withdrawn the motion. The
Company is taking necessary actions to protect its rights under the agreement. The proceedings from
the Bankruptcy Court are expected to continue in 2011. The rights of the Company under this
agreement will be evaluated after the final decision of the court including any
consequential impact on the carrying value of the intangible asset, if any.
40
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
26. Contingencies (continued)
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.
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 and is in the process of
responding to subsequent requests and will continue to cooperate with the Attorneys General in
these investigations.
Other
Additionally, the Company and its affiliates are involved in other disputes, lawsuits,
claims, governmental and/or regulatory inspections, inquiries, investigations and proceedings,
including patent and commercial matters that arise from time to time in the ordinary course of
business. The Company does not believe that there are any such pending matters that will have any
material adverse effect on its financial position, results of operations or cash flows in any given
accounting period.
41
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
27. Subsequent events
Bonus debentures
On January 18, 2011, the Company received approval from the Reserve Bank of India with respect to
its scheme for the issuance of bonus debentures, subject to the Company obtaining a no objection
certificate from the Indian income tax authorities. Subsequently, on February 1, 2011, the Company
received the no objection certificate from the Indian income tax authorities. Consequently, the
Company has received all approvals required to effectuate the scheme. The Company is in the process
of implementing the scheme and has initiated necessary actions in this regard. (See Note 22 above
for further details).
Fexofenadine United States litigation
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 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 AMR posted a 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 unaudited condensed consolidated financial statements in
this respect.
On January 28, 2011, the District Court of New Jersey held that, based on Sanofi-Aventis and
AMRs admittance of non-provability of infringement for the Companys products, the preliminary
injunction issued in June 2010 will automatically dissolve. However, Aventis and AMR have the
right to appeal such 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.
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. (See Note 26 above for further details).
42
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|
|
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, 2010, all of which is on file with the SEC (collectively, our Form 20-F) and the
unaudited condensed consolidated interim financial statements contained in this report on Form 6-K
and the related statement of cash flow and notes (collectively, the Financial Statements).
This discussion contains forward-looking statements that involve risks and uncertainties. When
used in this discussion, the words anticipate, believe, estimate, intend, will and
expect and other similar expressions as they relate to us or our business are intended to
identify such forward-looking statements. We undertake no obligation to publicly update or revise
the forward-looking statements, whether as a result of new information, future events, or
otherwise. Actual results, performances or achievements could differ materially from those
expressed or implied in such forward-looking statements. Factors that could cause or contribute to
such differences include those described under the heading Risk Factors in our Form 20-F. Readers
are cautioned not to place reliance on these forward-looking statements that speak only as of their
dates.
Three months ended December 31, 2010 compared to the three months ended December 31, 2009
The following table sets forth, for the periods indicated, our consolidated revenues and gross
profits by segment:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
Three months ended December 31, 2010 |
|
|
Three months ended December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
profit % |
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
profit % |
|
|
|
|
|
|
|
% to |
|
|
Gross |
|
|
to |
|
|
|
|
|
|
% to |
|
|
Gross |
|
|
to |
|
|
|
Revenues |
|
|
total |
|
|
profit |
|
|
revenues |
|
|
Revenues |
|
|
total |
|
|
profit |
|
|
revenues |
|
Global Generics |
|
|
13,589 |
|
|
|
72 |
% |
|
|
8,851 |
|
|
|
65 |
% |
|
|
11,723 |
|
|
|
68 |
% |
|
|
7,034 |
|
|
|
60 |
% |
Pharmaceutical Services and Active Ingredients |
|
|
4,980 |
|
|
|
26 |
% |
|
|
1,419 |
|
|
|
28 |
% |
|
|
5,237 |
|
|
|
30 |
% |
|
|
1,648 |
|
|
|
31 |
% |
Proprietary Products |
|
|
161 |
|
|
|
1 |
% |
|
|
130 |
|
|
|
81 |
% |
|
|
151 |
|
|
|
1 |
% |
|
|
116 |
|
|
|
77 |
% |
Others |
|
|
255 |
|
|
|
1 |
% |
|
|
14 |
|
|
|
6 |
% |
|
|
185 |
|
|
|
1 |
% |
|
|
11 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
18,985 |
|
|
|
100.0 |
% |
|
|
10,414 |
|
|
|
55 |
% |
|
|
17,296 |
|
|
|
100.0 |
% |
|
|
8,809 |
|
|
|
51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 December 31, |
|
|
Percentage |
|
|
|
2010 |
|
|
2009 |
|
|
Increase/(Decrease) |
|
Revenues |
|
|
100 |
% |
|
|
100 |
% |
|
|
10 |
% |
Gross profit |
|
|
55 |
% |
|
|
51 |
% |
|
|
18 |
% |
Selling, general and administrative expenses |
|
|
34 |
% |
|
|
31 |
% |
|
|
17 |
% |
Research and development expenses |
|
|
7 |
% |
|
|
5 |
% |
|
|
46 |
% |
Impairment loss on goodwill/other intangible
assets |
|
|
|
|
|
|
50 |
% |
|
NC |
|
Other (income)/expense, net |
|
|
(1 |
)% |
|
|
(1 |
%) |
|
|
16 |
% |
Results from operating activities |
|
|
15 |
% |
|
|
(34 |
)% |
|
NC |
|
Finance (income)/expense, net |
|
|
|
|
|
|
|
|
|
NC |
|
Profit before income taxes |
|
|
15 |
% |
|
|
(34 |
)% |
|
NC |
|
Income tax (expense)/benefit, net |
|
|
(1 |
)% |
|
|
4 |
% |
|
NC |
|
Profit for the period |
|
|
14 |
% |
|
|
(30 |
)% |
|
NC |
|
43
Revenues
|
|
Our overall consolidated revenues were at 18,985 million for the three months ended
December 31, 2010, an increase of 10% as compared to 17,296 million for the three months
ended December 31, 2009. |
|
|
For the three months ended December 31, 2010, our revenue breakdown by geography was as
follows: 31% of our revenues were from North America (the United States and Canada), 21% of
our revenues were from Europe, 19% of our revenues were from India, 15% of our revenues were
from Russia and other countries of the former Soviet Union, and 14% of our revenues were from
other countries. |
|
|
During the three months ended December 31, 2010, the average Indian rupee/U.S.$ exchange
rate and the average Indian Rupee/Euro exchange rate appreciated by approximately 4% and 11%,
respectively, compared to the average exchange rates in the three months ended December 31,
2009. This change in the exchange rates resulted in lower reported revenue growth rates
because of the decrease in rupee realization from sales in U.S. dollars and Euros. |
Segment Analysis
Global Generics
Revenues from our Global Generics segment were
13,589 million for the three months ended
December 31, 2010, an increase of 16% as compared to
11,723 million for the three months ended
December 31, 2009. This growth was largely led by increases in our key market of North America (the
United States and Canada).
North America (the United States and Canada), Germany, India and Russia are the four key
markets of our Global Generics business, generating approximately 85% of the revenues in this
segment for the three months ended December 31, 2010.
North America. Revenues in North America (the United States and Canada) were
4,765 million
for the three months ended December 31, 2010, an increase of 60% over the three months ended
December 31, 2009. Excluding the effects of changes in currency exchange rates, these revenues grew
at a year-on-year growth rate of 66% for the three months ended December 31, 2010 as compared to
the three months ended December 31, 2009 and 4% for the nine months ended December 31, 2010 as
compared to the nine months ended December 31, 2009. The growth in the three months ended December
31, 2010 represents the fourth consecutive quarter of sequential growth. This is a result of market
share expansion in our existing products as well as new product launches. We have launched seven
new products in the nine months ended December 31, 2010, three of which were launched late in the
quarter during the three months ended December 31, 2010, including a limited competition launch of
zafirlukast and follow-on generic launches of lansoprazole and valacyclovir. Our launch of
zafirlukast generated lower than expected sales due to the entry of an authorized generic
competitor. During the three months ended December 31, 2010, we filed 6 ANDAs. As of December 31,
2010, we had 74 ANDAs pending approval at the U.S. FDA, of which 32 are Paragraph IV filings and
12 have first-to-file status.
Germany. Revenues in Germany were
1,380 million for the three months ended December 31, 2010,
a decrease of 33% as compared to the three months ended December 31, 2009. This decrease was
largely due to price erosion caused by commencement of new competitive bidding tenders by statutory
health insurance funds (SHI funds) and other health insurance providers. Excluding the effects of
changes in currency exchange rates, these revenues decreased at a year-on-year rate of 24% for the
three months ended December 31, 2010 as compared to the three months ended December 31, 2009 and
15% for the nine months ended December 31, 2010 as compared to the nine months ended December 31,
2009. 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 we were awarded three products from this tender. However, many products under
this tender are currently under litigation and the implementation of the tender from June 2011
remains uncertain. We expect to launch new products not covered under tenders to partly offset the
pricing pressure from existing and new tenders.
India. Revenues in India for the three months ended December 31, 2010 were
3,000 million, an
increase of 14% as compared to the three months ended December 31, 2009. The year-on-year growth
rate was 18% for the nine months ended December 31, 2010 as compared to the nine months ended
December 31, 2009. This increase in the three months ended December 31, 2010 constitutes 9% volume
growth and 6% contribution from new products launched in the twelve months ended December 31, 2010.
During the three months ended December 31, 2010, we launched 16 new products in India. Reditux, our
biosimilar product which was launched three years ago, is now among our top 5 brands in India.
In the three months ended December 31, 2010, we launched Cresp, our
biosimilar product in the oncology segment. In addition, we expect an approval and launch of our
fourth biosimilar product in the near future.
44
Russia. Revenues in Russia were
2,445 million for the three months ended December 31, 2010,
an increase of 7% as compared to the three months ended December 31, 2009. Excluding the effects of
changes in currency exchange rates, the year-on-year growth was 11% for the three months ended
December 31, 2010 as compared to the three months ended December 31, 2009 and 25% for the nine
months ended December 31, 2010 as compared to the nine months ended December 31, 2009. This growth
in the three months ended December 31, 2010 was led by volume increase and new products launched in
the twelve months ended December 31, 2010. We were ranked 13
th in sales in the Russian
pharmaceutical market for the nine months ended December 31, 2010 according to Pharmexpert, a
market research firm, in its December 2010 report. Our prescription secondary sales growth of 21%
in pricing and 32% in volume terms for the nine months ended December 31, 2010 exceeded the Russian
pharmaceutical markets growth rates of 7% in pricing and 11% in volume terms during the same
period. Our recent launches have been doing well as a result of our effective branding and
marketing efforts. In the Russian market, we intend to focus on increasing the over-the-counter and
in-licensed products in our portfolio.
Other Markets. In addition to the four key markets described above, some other major countries
where we have a presence and are focused on building our Global Generics business include the
countries of the former Soviet Union, the United Kingdom, Venezuela and Romania.
Revenues from other countries of the former Soviet Union were
435 million for the three
months ended December 31, 2010, a decrease of 11% as compared to the three months ended December
31, 2009. Excluding the effects of changes in currency exchange rates, the year-on-year decline was
8% for the three months ended December 31, 2010 as compared to the three months ended December 31,
2009. This decline was largely due to the relatively earlier onset of the winter season in the
three months ended December 31, 2009 leading to high sales in such period.
Revenue from other markets were
1,564 million for the three months ended December 31, 2010,
an increase of 20% as compared to the three months ended December 31, 2009. This increase was
primarily driven by growth in revenues in the markets of South Africa, the United Kingdom and
Romania.
Pharmaceutical Services and Active Ingredients (PSAI)
Revenues for the three months ended December 31, 2010 were
4,980 million, a decrease of 5% as
compared to the three months ended December 31, 2009. Excluding the effects of changes in currency
exchange rates, the year-on-year change over the three months ended December 31, 2009 was largely
flat. 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
pharmaceutical services business. In the three months ended December 31, 2010, we filed 9 Drug
Master Files (DMFs) worldwide, including 2 DMFs in the United States. Cumulatively, our total
worldwide DMFs as of December 31, 2010 were 436, including 159 DMFs in the United States.
Gross Margin
Our total gross margin was
10,414 million for the three months ended December 31, 2010,
representing 55% of revenues for that period, as compared to
8,809 million for the three months
ended December 31, 2009, representing 51% of revenues for that period.
The gross margin for our Global Generics segment was 65% for the three months ended December
31, 2010, as compared to 60% for the three months ended December 31, 2009. This increase in margins
was largely due to higher margins from new products launched in our North America Generics market
in the twelve months ended December 31, 2010.
The gross margin for our Pharmaceutical Services and Active Ingredients segment was 28% for
the three months ended December 31, 2010, as compared to 31% for the three months ended December
31, 2009. This decrease in margins was due to price erosion of existing products, partially offset
by higher margins from new product launches in our Active Ingredients business.
45
Selling, general and administrative expenses
Our selling, general and administrative expenses were
6,374 million for the three months
ended December 31, 2010, an increase of 17% as compared to
5,431 million for the three months
ended December 31, 2009. The increase was largely on account of the following:
|
|
|
higher product related legal costs in the United States, largely on account of our
ongoing fexofenadine litigation; |
|
|
|
higher selling and marketing costs, and incremental costs on account of increases in our
sales force in India during the twelve months ended December 31, 2010; and |
|
|
|
advertisement expenditures related to our new over-the-counter product launches in
Russia. |
Research and development expenses
Our research and development costs were
1,306 million for the three months ended December 31,
2010, an increase of 46% as compared to
892 million for the three months ended December 31, 2009.
This increase was on account of a significant scale-up in the research and development activities
of our Global Generics and Proprietary Products segments.
Finance income/(expense), net
Our net finance expense was
48 million for the three months ended December 31, 2010, as
compared to
50 million for the three months ended December 31, 2009.
Our net interest expense was
98 million for the three months ended December 31, 2010, as
compared to
19 million for the three months ended December 31, 2009. This change was largely due
to an increase in the outstanding amount of our short term loans and lower interest income from
fixed deposits.
Our foreign exchange gain was
46 million for the three months ended December 31, 2010, as
compared to a loss of
44 million for the three months ended December 31, 2009.
Profit before income taxes
Profit before income taxes was
2,884 million for the three months ended December 31, 2010, as
compared to loss of
5,994 million for the three months ended December 31, 2009. The loss of
5,994 million in the three months ended December 31, 2009 includes the impairment loss on
intangibles and goodwill of
8,603 million.
Income tax expense
Our income tax expense was
152 million for the three months ended December 31, 2010, as
compared to income tax benefit of
777 million for the three months ended December 31, 2009. The
tax benefit of
777 million in the three months ended December 31, 2009 includes the tax benefit
due to the impairment of intangibles.
Profit for the period
As a result of the above, our net income was
2,732 million for the three months ended
December 31, 2010, representing 14% of our total revenues for such period, as compared to a loss of
5,217 million for the three months ended December 31, 2009. The loss of
5,217 million in the
three months ended December 31, 2009 includes the impairment loss on intangibles and goodwill of
8,603 million, adjusted for its associated tax.
46
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended December 31, |
|
|
|
2010 |
|
|
2010 |
|
|
2009 |
|
|
|
( in millions, U.S.$ in millions) |
|
Net cash from/(used in): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
7,184 |
|
|
U.S.$ |
160 |
|
|
|
11,422 |
|
Investing activities |
|
|
(5,759 |
) |
|
|
(129 |
) |
|
|
(3,356 |
) |
Financing activities |
|
|
(3,920 |
) |
|
|
(88 |
) |
|
|
(8,386 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease)
in cash and cash
equivalents |
|
|
(2,495 |
) |
|
U.S.$ |
(56 |
) |
|
|
(320 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Activities
The net result of operating activities was a cash inflow of
7,184 for the nine months ended
December 31, 2010, as compared to a cash inflow of
11,422 for the nine months ended December 31,
2009. The net cash provided by operating activities decreased significantly during the current
period primarily on account of:
|
|
|
Our receivables increased by 1,548 million for the nine months ended December
31, 2010, as compared to a decrease of 2,068 million for the nine months ended December
31, 2009. Such decrease in receivables for the nine months ended December 31, 2009 was
primarily due to collections from customers in the United States pertaining to sumatriptan,
our authorized generic version of Imitrex ®. |
|
|
|
Our inventory increased by 2,886 million for the nine months ended December
31, 2010, as compared to a decrease of 728 million for the nine months ended December 31,
2009. Such higher rate of increase for the nine months ended December 31, 2010 was on
account of new product launches, as well as our business strategy to increase our market
share for certain molecules. |
Investing Activities
Our investing activities resulted in a net cash outflow of
5,759 million for the nine months
ended December 31, 2010, as compared to a net cash outflow of
3,356 million for the nine months
ended December 31, 2009. This increase in cash outflow in investing activities was primarily due
to increases in capital expenditures by
4,506 million, in line with our capacity expansion plans
and establishment of new production facilities, and was also due to the
2,530 million cash payment
to I-VENs beneficial owners for settlement of the portfolio termination value option under our
research and development agreement with I-VEN (as further described in Note 9. above). This
increased outflow was partially offset by
4,546 million of cash inflow from net proceeds on sale
of investments. Certain investments were liquidated to make the payment for the settlement of the
I-VEN portfolio termination value option and to meet our capital expenditure requirements.
Financing Activities
Our financing activities resulted in a net cash outflow of
3,920 million for the nine months
ended December 31, 2010, as compared to a net cash outflow of
8,386 million for the nine months
ended December 31, 2009. The decrease in net cash outflow from financing activities was primarily
due to
12,151 million increase in short term borrowings during the nine months ended December 31,
2010, as compared to a repayment of short term borrowings of
4,161 for the nine months ended
December 31, 2009. This increase in short term borrowings was offset by increases in cash outflow
due to the repayment of
8,939 of long term debt for, and an amount of
525 million cash paid, to
acquire non-controlling interests in Dr. Reddys Laboratories (Proprietary) Limited during the nine
months ended December 31, 2010.
47
The following table provides a list of our principal debts outstanding as of December 31,
2010:
|
|
|
|
|
|
|
|
|
|
|
Debt |
|
Principal Amount |
|
|
Interest Rate |
|
|
(in millions, U.S.$/EURO in millions) |
|
|
|
Short-term borrowings from
banks |
|
|
13,161 |
|
|
U.S.$ |
294 |
|
|
Rupee borrowings- 0%
Foreign currency borrowings LIBOR+ 50 - 175 bps
EURIBOR+50-100 bps
6% to 8% |
Borrowings on transfer of
receivables (factoring) |
|
|
402 |
|
|
U.S.$ |
9 |
|
|
LIBOR 60-100 bps |
|
|
|
ITEM 4. |
|
RECENT DEVELOPMENTS |
Bonus debentures
On January 18, 2011, the Company received approval from the Reserve Bank of India with respect
to its scheme for the issuance of bonus debentures, subject to the Company obtaining a no objection
certificate from the Indian income tax authorities. Subsequently, on February 1, 2011, the Company
received the no objection certificate from the Indian income tax authorities. Consequently, the
Company has received all approvals required to effectuate the scheme. The Company is in the process
of implementing the scheme and has initiated necessary actions in this regard.
Fexofenadine United States litigation
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 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 AMR posted a 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 unaudited condensed consolidated financial statements in
this respect.
On January 28, 2011, the District Court of New Jersey held that, based on Sanofi-Aventis and
AMRs admittance of non-provability of infringement for the Companys products, the preliminary
injunction issued in June 2010 will automatically dissolve. However, Aventis and AMR have the right
to appeal such 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.
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.
48
Healthcare Legislation Fees Paid to the U.S. Federal Government by Pharmaceutical Manufacturers
In March 2010, the Patient Protection and Affordable Care Act and the Health Care and
Education Reconciliation Act (collectively, the PPACA) were enacted in the United States. Under
the PPACA, for each calendar year beginning on or after January 1, 2011, a new annual fee is
assessed on any covered entity engaged in the business of manufacturing or importing more than $5
million per year of branded prescription and authorized generic drugs to specified U.S. government
programs (including but not limited to Medicare, Medicaid and any programs under which such drugs
are procured by the Department of Veteran Affairs, the Department of Defense or TRICARE) or
pursuant to coverage under such programs.
In November 2010, the U.S. Internal Revenue Service (the IRS) released Notice 2010-71 which
provided initial guidance concerning the annual fee imposed by the PPACA and included a proposed
methodology for calculating the fee. In January 2011, the IRS released Notice 2011-9, which
superseded Notice 2010-71 and reflected changes made in response to comments received by the IRS
concerning Notice 2010-71. Under the PPACA, Notice 2010-71 and Notice 2011-9:
|
|
|
The aggregated industry wide fee is set at $2.5 billion for 2011 and increases each year
thereafter, reaching $4.1 billion in 2018, and decreasing to $2.8 billion in 2019 and
onward. |
|
|
|
This fee will be calculated based upon the covered entitys percentage share of total
branded prescription and authorized generic drug sales to such U.S. government programs,
and is not tax deductible. |
|
|
|
The market share calculation utilized to allocate the fee is to be calculated utilizing
the prior years sales. For example, the initial 2011 fee will be allocated utilizing 2010
market share figures. |
|
|
|
An entitys portion of the annual fee is payable to the U.S. Treasury no later than
September 30 of the applicable calendar year. |
The Company has not yet estimated the impact of the PPACAs annual fee on its 2011 net income,
as there has not yet been formal guidance or data from the U.S. Treasury regarding the total
industry-wide annual sales to the specified government programs. In addition, the year to year
impact of this provision of healthcare reform will be highly variable depending on the volume of
the Companys sales of authorized generics, which can vary dramatically based upon its ability to
continue to secure authorized generic business development opportunities, and the volume of the
Companys sales of branded products, particularly as it continues to seek to grow its branded
business.
49
|
|
|
|
|
Exhibit Number |
|
Description of Exhibits |
|
|
|
|
|
|
99.1 |
|
|
Independent Auditors Report on Review of Unaudited Condensed Consolidated Interim Financial Statements |
50
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: February 14, 2011 |
By: |
/s/ Sandeep Poddar
|
|
|
|
Name: |
Sandeep Poddar |
|
|
|
Title: |
Company Secretary |
|
51