BQARD'S REPORT Your Directors have pleasure in presenting their 38th Annual Report and Audited Accounts of the Company for the year ended 31 March 2016. DIVIDEND Your directors recommend a dividend of 200% (Rs. 2 per equity share of Rs. 1 each) to be appropriated from the profits of the year 2015 - 2016 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. 679.20 million (including dividend tax). RESULTS OF OPERATIONS on standalone basis the Company achieved gross revenue of Rs. 62,307.81 million and the standalone operating profit before finance costs, depreciation & tax was Rs. 18,729.35 million as compared to Rs. 13,811.94 million in the previous year. on Consolidated basis the Company achieved a gross revenue of Rs. 75,799.99 million and the Consolidated operating profit before finance costs, depreciation & tax was Rs. 14,538.58 million as compared to Rs. 10,341.02 million in the previous year. CORPORATE GOVERNANCE Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company's governance practices are described separately in this Annual Report. Your Company has obtained a certification from Mr. Surjan Singh Rauthan, Partner of M/s. MARK & Associates Company Secretaries LLP, on our compliance with Listing Agreement read with SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 with Indian Stock Exchanges. this certificate is attached to the Report on Corporate Governance. DIRECT ORS Mr. Rajesh desai retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment. the Board of directors have recommended his re-appointment for consideration of the Shareholders. the term of appointment of Mr. Rajesh desai as Whole-time director ends on 8 November 2016 on the recommendation of the Nomination and Remuneration Committee, the Board of directors of the Company at its meeting held on 12 May 2016 has re-appointed Mr. Rajesh desai as Whole-time director designated as Executive director for the further period of one year w.e.f. 9 November 2016 subject to approval of shareholders at ensuing Annual General Meeting of the Company. 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. Mr. N. B. desai resigned as a Board Member w.e.f. 1 June 2015 due to his old age and health conditions. the Board placed on record its sincere appreciation for his valuable guidance and contribution during his tenure as a Board Member. the Board of directors on the recommendation of the Nomination & Remuneration Committee had appointed Mr. Milind Sarwate, as an Additional director of the Company w.e.f. 29 October 2015. In accordance with Section 161 of the Companies Act, 2013, Mr. Milind Sarwate holds office up to the date of the ensuing Annual General Meeting of the Company and being eligible offers his candidature for appointment as director. the Company has received a notice from a member proposing his appointment as a director of the Company. His appointment will be in the category of Non-Executive Independent director for a term of five years i.e. upto 28 October 2020 and not liable to retire by rotation. A resolution seeking your approval for his appointment as director in the category of Non-Executive Independent director has been included at Item no. 7 in the Notice of the forthcoming Annual General Meeting of the Company. 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 2016 prepared in accordance with International Financial Reporting Standards and Indian Generally Accepted Accounting principles as permitted by SEBI forms a 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 AQC-1 is appended herewith as Annexure I to the Report. During the F.Y. 2015-16 • Three new step-down subsidiaries were incorporated which are as under: - Viso Farmaceutica S.L., Spain - Glenmark Specialty S.A.; Switzerland - Glenmark pharmaceuticals Distribution S.R.Q.; Czech Republic • Glenmark Generics Finance S.A., Switzerland got absorbed by way of a side step merger with Glenmark Holding S.A., Switzerland. The policy for determining material subsidiaries may be accessed on the Company's website at the link: http://www.glenmarkpharma.com/UITemplate/pDF/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 a.m. to 1 p.m. MANAGEMENT DISCUSSION AND ANALYSIS REPORT the Management discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 with the Stock Exchanges is provided in a separate section and forms a part of this report. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES 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. 1.33 million for availing professional services; 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/UITemplate/pDF/policy_on_ Related_party_transactions_and_its_Materiality_Glenmark.pdf AUDITORS AND AUDITORS' REPORT Statutory Auditors the Auditors, M/s. Walker Chandiok & Co LLp, Chartered Accountants (Firm Registration No. 001076N), were appointed as Auditors in the last (37th) Annual General Meeting 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. A resolution seeking your ratification 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 remarks. Cost Auditors 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 Financial Year 2016-2017 at a remuneration of Rs. 1.27 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 your ratification has been included as Item No. 6 of the Notice convening the Annual General Meeting. the Cost Audit Report for the Financial Year 2014-15 has been filed on 29 September 2015. Secretarial Auditor The Board had appointed M/s. MARK & Associates Company Secretaries LLp, to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report for the financial year ended 31 March 2016 is appended herewith as Annexure III to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. CHANGES IN CAPITAL STRUCTURE Issue of shares on exercise of Employees' Stock Options: During the year, we allotted 45,800 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 2003 Employee Stock Option Scheme. Issue of Shares Pursuant to Merger 17,803 equity shares of the face value of Rs. 1 each fully paid-up issued to the public shareholders of Glenmark Generics Limited (GGL) pursuant to the Merger of GGL with the Company. Issue of Shares on Preferential Basis The Company had issued 1,08,00,000 equity shares of the face value of Rs. 1 each fully paid-up to Aranda Investments (Mauritius) pte Ltd. on a preferential basis pursuant to the provisions of Section 62 of Companies Act, 2013 and other applicable provisions, if any. As a result of the above, the outstanding issued, subscribed and paid-up equity shares increased from 27,12,94,553 to 28,21,58,156 shares as at 31 March 2016. Employee Stock Option Scheme The information in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Base Employee Benefits) Regulations, 2014 as amended are appended herewith as Annexure IV to this Report. No employee was issued Stock Options during the year. As on 31 March 2016, 34,500 options were cancelled and 84,500 options are 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. Further, the Board of directors of the Company at its meeting held on 12 May 2016 has approved, subject to the shareholders' approval and other necessary approvals, 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 purposes of granting options to the permanent employees of the Company and its subsidiaries, as applicable. Approval of the shareholders in this regard is being sought at the ensuing Annual General Meeting of the Company. LISTING AT STOCK EXCHANGES The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd. 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. PARTICULARS 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 Annexure 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 2016 and of the profit of the Company for the year ended 31 March 2016; (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/UITemplate/pDF/ Familiarisation_programme_for_Independent_directors.pdf AUDIT COMMITTEE The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. 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/UITemplate/pDF/Nomination_ and_Remuneration_policy.pdf GREEN INITIATIVE 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 all communications to its shareholders to their respective registered E-mail addresses. Your Company appeals to you, its shareholders, who are yet to register your E-mail addresses that they take necessary steps for registering same so that you can also become a part of the initiative and contribute towards a Greener environment. RISK MANAGEMENT POLICY 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 Report. HUMAN RESOURCES Company's industrial relations continued to be harmonious during the year under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements forming a part of this Annual Report. GENERAL 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. During the year under review, 4 complaints were received pursuant to the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013 out of which 3 complaints have been resolved and 1 is under investigation. 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 Glenn Saldanha Chairman & Managing Director place: Mumbai Date: 12 May 2016 |