The Directors have pleasure in presenting their 39th Annual Report and Audited Financial Statements of the Company for the Financial Year (F.Y.) ended 31 March 2017.
Rs. in Million
2016 - 2017
2015 - 2016
2016 - 2017
2015 - 2016
Profit before Finance Costs, Depreciation & Taxes
Less: Finance Costs
Less: Depreciation and amortization
Less: Exceptional item
Less: Total tax
Profit after Tax
The Company has not transferred any amount out of the profit of the year to the General Reserves.
The Board of the Company had approved the Dividend Distribution Policy on 27 October 2016 in line with Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy is uploaded on the Company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/Dividend-Distribution-Policy.pdf
In line with the said Policy, your Directors have recommended a Dividend of 200% (Rs.2 per equity share of Rs.1 each) to be appropriated from the profits of the year 2016-17 subject to the approval of the Shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs.679.22 million (including dividend tax).
RESULTS OF OPERATIONS
Indian Accounting Standards (Ind AS)
Financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act. These financial statements for the year ended 31 March 2017 are the first financials with comparatives, prepared under Ind AS. For all previous periods including the year ended 31 March 2016, the Company had prepared its financial statements in accordance with the accounting standards notified under Companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as ‘Previous GAAP’) used for its statutory reporting requirement in India.
The Company has also voluntarily presented the consolidated results in accordance with the recognition and measurement principles as per International Financial Reporting Standards (IFRS).
On Standalone basis the Company achieved gross revenue of Rs.82,437.39 million and the Standalone operating profit before finance costs, depreciation & tax was Rs.30,468.81 million as compared to Rs.18,825.62 million in the previous year.
On Consolidated basis the Company achieved a gross revenue of Rs.92,230.46 million and the Consolidated operating profit before finance costs, depreciation & tax was Rs.20,740.65 million as compared to Rs.14,571.52 million in the previous year.
Your Company believes Corporate Governance is at the core of stakeholder satisfaction. As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance with the aforesaid Regulations forms an integral part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Glenn Saldanha (DIN 00050607), Chairman and Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board has recommended his re-appointment for consideration of the Shareholders.
All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Change in designation of Director:
Mr. Rajesh Desai (DIN 00050838) ceased to be an Executive Director with effect from close of working hours on 31 March 2017 due to his superannuation. Mr. Desai has been with the Company for over thirty-four years and contributed significantly in shaping the growth and sustained success of the Company. Mr. Desai is continuing to be on the Board as a Non-Executive Director of the Company.
Re-Appointment of Mr. Glenn Saldanha as Chairman & Managing Director and Re-Appointment of Mrs. Cherylann Pinto as Director - Corporate Affairs:
Mr. Glenn Saldanha (DIN 00050607), Chairman & Managing Director holds office as Chairman & Managing Director upto 15 May 2017. On the recommendation of Nomination and Remuneration Committee, the Board, at its meeting held on 11 May 2017 has re-appointed Mr. Glenn Saldanha as the Chairman & Managing Director for a term of five years with effect from 16 May 2017, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company. The service contract can be terminated with a notice of six months.
Mrs. Cherylann Pinto (DIN 00111844), Director - Corporate Affairs holds office as an Executive Director upto 15 May 2017. On the recommendation of Nomination and Remuneration Committee, the Board, at its meeting held on 11 May 2017 has re-appointed Mrs. Cherylann Pinto as an Executive Director designated as ‘Director - Corporate Affairs’ for a term of five years with effect from 16 May 2017, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company. The service contract can be terminated with a notice of six months.
Appointment of Mr. Murali Neelakantan:
On the recommendation of Nomination and Remuneration Committee, Mr. Murali Neelakantan (DIN 02453014) was appointed as an Additional Director of the Company at Board meeting held on 11 May 2017. The Board at the same meeting also appointed Mr. Murali Neelakantan as a Whole-time Director designated as ‘Executive Director - Global General Counsel’, liable to retire by rotation, for a period of 5 (Five) years with effect from 11 May 2017, subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a Shareholder of your Company, signifying his intention to propose the name of Mr. Murali Neelakantan, for appointment as a Director of your Company. Brief profile of Mr. Murali Neelakantan is given in the Notice convening the 39th Annual General Meeting, for the reference of the Shareholders.
Key Managerial Personnel:
In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:
Mr. Glenn Saldanha- Chairman & Managing Director
Mrs. Cherylann Pinto -Director - Corporate Affairs
Mr. Rajesh Desai- Executive Director (upto close of working hours on 31 March 2017)
Mr. P Ganesh, President & Global Chief Financial Officer (with effect from 12 May 2016)
Mr. Harish Kuber, Company Secretary & Compliance Officer (with effect from 2 February 2017)
Mr. Sanjay Kumar Chowdhary, Company Secretary & Compliance Officer (Upto 31 October 2016)
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As per Section 129(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Consolidated Financial Statements of the Company and all its subsidiaries for the year ended 31 March 2017 prepared in accordance with Indian Accounting Standards (Ind As) and International Financial Reporting Standards (IFRS) forms part of the Annual Report. Further in terms of the first proviso of Section 129(3) of the Act and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014 a statement containing the salient features, performance and financial position of the subsidiaries in the prescribed Form AOC-1 is appended herewith as Annexure I to the Report.
During the F.Y. 2016-17
- Glenmark-Pharmaceuticals Ecuador S.A., Ecuador was formed as Wholly Owned subsidiary of the Company.
- Two new step down subsidiaries were incorporated which are as under:
Glenmark Pharmaceuticals Nordic AB, Spain
Glenmark Ukraine LLC, Ukraine
- Glenmark Pharmaceuticals SP Z.O.O. was merged with Glenmark Distributors SP Z.O.O. and the name of Glenmark Distributors SP Z.O.O. was changed to Glenmark Pharmaceuticals SP Z.O.O.
The policy for determining material subsidiaries may be accessed on the Company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/policy_on_material_subsidiary.pdf
The Audited Accounts of the subsidiaries together with its Board’s Report and Auditors’ Report are available for inspection of members on any working day at the Corporate Office of the Company between 11:00 a.m. to 1:00 p.m.
Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this report.
RELATED PARTY TRANSACTIONS
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2, is appended as Annexure II to this report.
The Company avails professional advisory services from the following Companies/firms in which the Directors are interested:
- Trilegal, a firm in which one of the Directors of the Company is a partner and the Company has paid to them Rs.6.29 Million for availing professional services (including sitting fees);
The policy on materiality of related party transactions and dealing with related party transactions may be accessed on the company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/policy_on_related_ party_transactions_and_its_materiality.pdf
AUDITORS AND AUDITORS’ REPORT
The Auditors, M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N), were appointed as Auditors at the 37th Annual General Meeting held on 22 September 2015 for a term of five years i.e., till the conclusion of the 42nd Annual General Meeting of the Company which was subject to ratification at every Annual General Meeting till the conclusion of 41st Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, a resolution seeking ratification of the Auditors has been included as Item No. 5 of the Notice convening the Annual General Meeting.
The Auditors Report does not contain any qualification, reservation or adverse remark.
Your Directors, on the recommendation of the Audit Committee have re-appointed Sevekari, Khare & Associates (Registration No. 000084) as Cost Auditors to audit the cost records of the Company for the F.Y. 2017-18 at a remuneration of Rs.1.40 million.
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014, as amended from time to time, the cost audit records maintained by the Company are required to be audited.
In terms of the provisions of the Companies Act, 2013, the remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included as Item No. 10 of the Notice convening the Annual General Meeting. The Cost Audit Report for the F.Y. 2015-16 has been filed with the Ministry of Corporate Affairs on 9 September 2016.
In terms of Section 204 of the Companies Act, 2013, the Board of the Company at it’s meeting held on 11 May 2017 has appointed M/s. MARK & Associates Company Secretaries LLP, to conduct an audit of the secretarial records for the F.Y. 2017-18.
The Company has received consent from M/s. MARK & Associates Company Secretaries LLP to act as the auditor for conducting audit of the Secretarial records for the F.Y. ending 31 March 2018.
The Secretarial Audit Report for the F.Y. ended 31 March 2017 is appended herewith as Annexure III to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.
The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
GOODS AND SERVICE TAX
Goods and Service Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide significant growth stimulus to the business and contribute to the Prime Minister’s mission of ‘Make in India’. Your Company has been preparing for migrating to GST for the past year; changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST would bring in. The Government has announced it’s intention to go live on GST on 1 July 2017 and your Company is getting ready for this transformative reform.
CHANGES IN CAPITAL STRUCTURE
Issue of shares on exercise of Employees’ Stock Options:
During the year, the Company allotted 10,000 Equity Shares of Rs.1/- each (on pari-passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the Employee Stock Option Scheme 2003. Due to this the paid-up share capital of the Company has increased from Rs.282,158,156 to Rs.282,168,156.
Employee Stock Options Schemes:
Employee Stock Options Scheme 2003
No employee was issued Stock Options during the year.
As on 31 March 2017; 10,000 options were exercised, 27,500 options were cancelled and 47,000 options were outstanding.
On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.
The information in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended are appended herewith as Annexure IV-A to this Report.
Employee Stock Options Scheme 2016
The Shareholders’ of the Company at the previous Annual General Meeting of the Company held on 12 August 2016 had approved, a new Scheme ‘Glenmark Pharmaceuticals Limited - Employee Stock Options Scheme 2016’ (“ESOS 2016”) under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and other applicable laws, Regulations, etc. for the purpose of granting options to the permanent employees of the Company and its subsidiaries, as applicable.
6,40,695 options were issued under ESOS 2016; 20,938 options were cancelled and no options were exercised. As of 31 March 2017, 6,19,757 options were outstanding.
On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.
The information is in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended are appended herewith as Annexure IV-B to this Report.
During the year, the Company issued U.S. $ 200,000,000, 2.00% Resettable Onward Starting Equity-linked Securities (Bonds) and U.S.$ 200,000,000, 4.5% Senior Notes (Notes), the brief description of the same is provided herein below:
U.S. $ 200,000,000, 2.00% Resettable Onward Starting Equity-linked Securities (Bonds):
The Company issued Bonds on 28 June 2016. The Bonds will be convertible at the option of the holders’ of the Bonds (the “Bondholders”) at any time on or after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity shares at an initial conversion price to be determined on 30 November 2017.
Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the Maturity Date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.
Each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder’s Bonds, on 28 July 2021, at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021.
The Bonds are listed on the Singapore Stock Exchange.
U.S. $ 200,000,000, 4.5% Senior Notes (Notes) :
The Company issued Notes on 1 August 2016. The Notes will mature on 2 August 2021.
The interest on Notes will be payable semi-annually in arrears on 1 February and 1 August each year. The final interest payment and the payment of principal will occur on 2 August 2021.
The Notes are Redeemable at any time on or after 2 August 2019, all or part of the Notes by paying the redemption price, subject to fulfilment of certain conditions. The Company, at its discretion, may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount, plus the applicable redemption premium and accrued and unpaid interest and additional amounts, if any.
The Notes are listed on the Singapore Stock Exchange.
LISTING AT STOCK EXCHANGES
The Equity shares of your Company continue to be listed on BSE Limited and the National Stock Exchange of India Limited.
Bonds and Notes are listed on Singapore Exchange Limited.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as Annexure V to this Report.
PA RTICULARS OF EMPLOYEES
Information as required under the provisions of Section 197(12) of the Companies Act, 2013 read together with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended herewith as Annexure VI to this report.
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is appended herewith as forming part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The report on the CSR activities undertaken by the Company in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 including the composition of the CSR Committee is appended herewith as Annexure VII to this Report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is appended herewith as Annexure VIII to this report.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sections 134(3) (c) and 134 (5) of the Companies Act, 2013, the Directors confirm that -
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii) appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2017 and of the profit of the Company for the year ended 31 March 2017;
(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;
(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
BOARD PERFORMANCE EVALUATION
The Company has devised a Performance Evaluation Framework and Policy, which sets out a mechanism for the evaluation of the Board and the Directors.
Performance evaluation of the Board and the Directors was carried out through an evaluation mechanism in terms of the aforesaid Performance Evaluation Framework and Policy.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, changes in the regulatory environment, etc.
The familiarization programme may be accessed on the Company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/familiarisation_ programme_for_independent_directors.pdf
BOARD AND COMMITTEE MEETINGS
A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Four Board Meetings were convened and held during the year.
The Board has constituted an Audit Committee with Mr. Julio F. Ribeiro as Chairman and Mr. Sridhar Gorthi and Mr. Milind Sarwate as Members. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.
Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 our policy on the appointment of Directors including Independent Directors, Key Managerial Personnel (KMP) and Senior Management and the policy on remuneration of the Directors, KMP and other employees provides a referendum based on which the Human Resource Management Team plans and strategises their recruitment plans for the strategic growth of the Company. The Nomination & Remuneration Policy may be accessed on the company’s website at the link: http://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/nomination_and_ remuneration_policy.pdf
The Ministry of Corporate Affairs had taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.
Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses.
Your Company appeals to you, its Shareholders, who are yet to register the E-mail addresses that they take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
The Company has put in place an Enterprise Risk Management Policy. The Risk register is updated at regular intervals. The details of risk management have been included in the Management Discussion and Analysis Report, which forms a part of this Annual Report.
The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems.
Company’s industrial relations continued to be harmonious during the year under review.
PA RTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements forming a part of this Annual Report.
Business Responsibility Report (BRR)
In accordance with Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the inclusion of BRR as a part of the Annual Report is mandated for top 500 listed entities based on the market capitalisation. BRR for the year 2016-17 has been prepared in accordance with the format prescribed by SEBI. The summary of the BRR is appended herewith as Annexure IX to this Report. The full Report on BRR will be available on Company’s website www.glenmarkpharma.com. Any Shareholder interested in obtaining a physical copy of the same may write to the Company Secretary & Compliance Officer at the Corporate Office of the Company.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Prevention of Sexual Harassment of Women at Workplace Act”) and Rules framed thereunder and an Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment.
The Company has ensured wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.
4 complaints were received and addressed during the F.Y. 2016-17, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company is committed to providing safe and conducive work environment to all of its employees and associates.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors express their gratitude to the Company’s customers, Shareholders, business partners’ viz. distributors and suppliers, medical profession, Company’s bankers, financial institutions including investors for their valuable sustainable support and co-operation.
Your Directors commend the continuing commitment and dedication of employees at all levels.
For and on behalf of the Board of Directors
Chairman & Managing Director
Date: 11 May 2017