e6vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2009
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.
If Yes is marked, indicate below the file number assigned to registrant in connection with Rule
12g3-2(b): 82-o.
QUARTERLY REPORT
Quarter Ended June 30, 2009
Currency of Presentation and Certain Defined Terms
In this Quarterly Report, references to $ or dollars or U.S.$ or U.S. dollars are to
the legal currency of the United States and references to Rs. or rupees or Indian rupees
are to the legal currency of India. Our unaudited consolidated condensed 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 June 30, 2009 for cable transfers in
Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York, which was
Rs.47.74 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
TABLE OF CONTENTS
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ITEM 1. FINANCIAL STATEMENTS |
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4 |
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ITEM 2. OPERATING AND FINANCIAL REVIEW |
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33 |
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ITEM 3. LIQUIDITY AND CAPITAL RESOURCES |
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38 |
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ITEM 4. RECENT DEVELOPMENTS |
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38 |
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ITEM 5. TREND INFORMATION |
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40 |
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ITEM 6. EXHIBITS |
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42 |
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SIGNATURES |
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43 |
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EXHIBIT 99.1: INDEPENDENT AUDITORS REPORT ON REVIEW OF UNAUDITED CONDENSED CONSOLIDATED INTERIM
FINANCIAL INFORMATION |
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44 |
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3
ITEM 1. FINANCIAL STATEMENTS
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(in millions, except share and per share data)
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As of |
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Particulars |
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Note |
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June 30, 2009 |
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June 30, 2009 |
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March 31, 2009 |
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Convenience |
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translation in to U.S.$ |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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6 |
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U.S.$ |
130 |
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Rs. |
6,184 |
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Rs. |
5,596 |
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Other investments |
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|
|
9 |
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|
422 |
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|
530 |
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Trade receivables, net |
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|
280 |
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13,374 |
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14,592 |
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Inventories |
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7 |
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|
292 |
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13,933 |
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13,226 |
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Derivative financial instruments |
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13 |
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Current tax assets |
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8 |
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377 |
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58 |
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Other current assets |
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|
105 |
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5,024 |
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5,008 |
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Total current assets |
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U.S.$ |
824 |
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Rs. |
39,327 |
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Rs. |
39,010 |
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Non-current assets |
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Property, plant and equipment |
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8 |
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|
439 |
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20,970 |
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20,882 |
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Goodwill |
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9 |
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153 |
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7,311 |
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7,300 |
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Other intangible assets |
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10 |
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|
303 |
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14,457 |
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14,879 |
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Investment in equity accounted associates |
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6 |
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273 |
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262 |
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Deferred income tax assets |
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32 |
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1,531 |
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1,259 |
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Other non-current assets |
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4 |
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212 |
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199 |
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Total non-current assets |
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U.S.$ |
937 |
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Rs. |
44,754 |
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Rs. |
44,781 |
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Total assets |
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U.S.$ |
1,761 |
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Rs. |
84,081 |
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Rs. |
83,791 |
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LIABILITIES AND EQUITY |
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Current liabilities |
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Trade payables |
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U.S.$ |
144 |
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Rs. |
6,873 |
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Rs. |
5,987 |
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Derivative financial instruments |
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332 |
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Current income tax liabilities |
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42 |
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2,020 |
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|
633 |
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Bank overdraft |
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6 |
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10 |
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473 |
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218 |
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Short-term borrowings |
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58 |
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2,778 |
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5,850 |
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Long-term borrowings, current portion |
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|
78 |
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3,747 |
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3,501 |
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Provisions |
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23 |
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1,078 |
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1,928 |
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Other current liabilities |
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|
176 |
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|
8,389 |
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8,103 |
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Total current liabilities |
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U.S.$ |
531 |
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Rs. |
25,358 |
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Rs. |
26,552 |
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Non-current liabilities |
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Long-term loans and borrowings,
excluding current portion |
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|
U.S.$ |
191 |
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|
Rs. |
9,111 |
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|
Rs. |
10,132 |
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Provisions |
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|
1 |
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|
46 |
|
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|
42 |
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Deferred tax liabilities |
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|
91 |
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|
4,345 |
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4,669 |
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Other liabilities |
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|
8 |
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|
389 |
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351 |
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Total non-current liabilities |
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U.S.$ |
291 |
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|
Rs. |
13,891 |
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Rs. |
15,194 |
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Total liabilities |
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U.S.$ |
822 |
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Rs. |
39,249 |
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Rs. |
41,746 |
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The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
4
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(in millions, except share and per share data)
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As of |
|
Particulars |
|
Note |
|
|
June 30, 2009 |
|
|
June 30, 2009 |
|
|
March 31, 2009 |
|
|
|
|
|
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|
Convenience |
|
|
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|
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translation in to U.S.$ |
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Equity |
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Share capital |
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U.S.$ |
18 |
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Rs. |
843 |
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|
Rs. |
842 |
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Equity shares held by controlled trust |
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(5 |
) |
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(5 |
) |
Share premium |
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|
426 |
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|
20,321 |
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|
20,204 |
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Share based payment reserve |
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|
13 |
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|
601 |
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|
676 |
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Retained earnings |
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|
435 |
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20,750 |
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|
18,305 |
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Other components of equity |
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|
49 |
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2,322 |
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2,023 |
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Total equity |
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U.S.$ |
939 |
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Rs. |
44,832 |
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Rs. |
42,045 |
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Total liabilities and equity |
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|
U.S.$ |
1,761 |
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Rs. |
84,081 |
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Rs. |
83,791 |
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The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
5
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM INCOME STATEMENTS
(in millions, except share and per share data)
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Three months ended June 30, |
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Particulars |
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Note |
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2009 |
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|
2009 |
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|
2008 |
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Convenience |
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translation |
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into U.S.$ |
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Revenues |
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U.S.$ |
381 |
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Rs. |
18,189 |
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|
Rs. |
15,038 |
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Cost of revenues |
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|
168 |
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|
8,017 |
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7,544 |
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Gross profit |
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U.S.$ |
213 |
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|
Rs. |
10,172 |
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|
Rs. |
7,494 |
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|
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Selling, general and administrative expenses |
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|
124 |
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|
5,927 |
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|
5,085 |
|
Research and development expenses |
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|
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|
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|
21 |
|
|
|
985 |
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|
1,050 |
|
Other expense/(income), net |
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|
13 |
|
|
|
(1 |
) |
|
|
(35 |
) |
|
|
241 |
|
|
|
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|
|
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|
|
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Total operating expenses, net |
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|
|
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|
U.S.$ |
144 |
|
|
Rs. |
6,877 |
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|
Rs. |
6,376 |
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|
|
|
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|
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|
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|
|
|
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|
|
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|
|
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Results from operating activities |
|
|
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|
|
|
69 |
|
|
|
3,295 |
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|
|
1,118 |
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|
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|
|
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Finance income |
|
|
|
|
|
|
2 |
|
|
|
88 |
|
|
|
320 |
|
Finance expense |
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|
|
|
|
|
(5 |
) |
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|
(223 |
) |
|
|
(243 |
) |
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|
|
|
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Finance (expense)/income, net |
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|
14 |
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|
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(3 |
) |
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|
(135 |
) |
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|
77 |
|
Share of profit of equity accounted investees, net of income tax |
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|
|
|
|
|
|
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|
11 |
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|
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|
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|
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Profit before income tax |
|
|
|
|
|
|
66 |
|
|
|
3,171 |
|
|
|
1,195 |
|
Income tax expense |
|
|
19 |
|
|
|
(15 |
) |
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|
(726 |
) |
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|
(84 |
) |
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Profit for the period |
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|
|
|
|
U.S.$ |
51 |
|
|
Rs. |
2,445 |
|
|
Rs. |
1,111 |
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|
|
|
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Attributable to: |
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|
|
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|
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|
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Equity holders of the Company |
|
|
|
|
|
|
51 |
|
|
|
2,445 |
|
|
|
1,111 |
|
Non-controlling interest |
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|
Profit for the period |
|
|
|
|
|
U.S.$ |
51 |
|
|
Rs. |
2,445 |
|
|
Rs. |
1,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share of Rs.5/- each |
|
|
|
|
|
U.S.$ |
0.30 |
|
|
Rs. |
14.51 |
|
|
Rs. |
6.61 |
|
Diluted earnings per share of Rs.5/- each |
|
|
|
|
|
U.S.$ |
0.30 |
|
|
Rs. |
14.45 |
|
|
Rs. |
6.58 |
|
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 STATEMENTS OF COMPREHENSIVE INCOME
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2009 |
|
|
2009 |
|
|
2008 |
|
|
|
Convenience |
|
|
|
|
|
|
|
|
|
|
|
translation in to |
|
|
|
|
|
|
|
|
|
|
|
U.S.$ |
|
|
|
|
|
|
|
|
|
Profit for the period |
|
U.S.$ |
51 |
|
|
Rs. |
2,445 |
|
|
Rs. |
1,111 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value of available for sale financial instruments |
|
U.S.$ |
|
|
|
Rs. |
8 |
|
|
Rs. |
4 |
|
Foreign currency translation adjustments |
|
|
2 |
|
|
|
110 |
|
|
|
1,398 |
|
Effective portion of changes in fair value of cash flow hedges, net |
|
|
6 |
|
|
|
289 |
|
|
|
(725 |
) |
Income tax on other comprehensive income |
|
|
(2 |
) |
|
|
(108 |
) |
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income for the period, net of income tax |
|
U.S.$ |
6 |
|
|
Rs. |
299 |
|
|
Rs. |
794 |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period attributable to the
owners of the Company |
|
U.S.$ |
57 |
|
|
Rs. |
2,744 |
|
|
Rs. |
1,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the company |
|
|
57 |
|
|
|
2,744 |
|
|
|
1,905 |
|
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
U.S.$ |
57 |
|
|
Rs. |
2,744 |
|
|
Rs. |
1,905 |
|
|
|
|
|
|
|
|
|
|
|
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 STATEMENTS OF CHANGES IN EQUITY
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
|
Equity shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
based |
|
|
held by a |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
|
payment |
|
|
controlled |
|
|
|
|
|
|
components of |
|
|
|
|
Particulars |
|
Share capital |
|
|
premium |
|
|
reserve |
|
|
trust* |
|
|
Retained earnings |
|
|
equity |
|
|
Total |
|
|
|
Shares |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
|
|
|
|
|
|
Balance as of April 1, 2009 |
|
|
168,468,777 |
|
|
Rs. |
842 |
|
|
Rs. |
20,204 |
|
|
Rs. |
676 |
|
|
Rs. |
(5 |
) |
|
Rs. |
18,305 |
|
|
Rs. |
2,023 |
|
|
Rs. |
42,045 |
|
Issue of equity shares on exercise
of options |
|
|
198,493 |
|
|
|
1 |
|
|
|
117 |
|
|
|
(115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
Share based payment expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,445 |
|
|
|
299 |
|
|
|
2,744 |
|
|
|
|
Balance as of June 30, 2009 |
|
|
168,667,270 |
|
|
Rs. |
843 |
|
|
Rs. |
20,321 |
|
|
Rs. |
601 |
|
|
Rs. |
(5 |
) |
|
Rs. |
20,750 |
|
|
Rs. |
2,322 |
|
|
Rs. |
44,832 |
|
|
|
|
Convenience translation into U.S. $ |
|
|
|
|
|
|
18 |
|
|
|
426 |
|
|
|
13 |
|
|
|
|
|
|
|
435 |
|
|
|
49 |
|
|
|
939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2008 |
|
|
168,172,746 |
|
|
Rs. |
841 |
|
|
Rs. |
20,036 |
|
|
Rs. |
709 |
|
|
Rs. |
(5 |
) |
|
Rs. |
24,211 |
|
|
Rs. |
1,558 |
|
|
Rs. |
47,350 |
|
Issue of equity share on exercise
of options |
|
|
124,637 |
|
|
|
1 |
|
|
|
72 |
|
|
|
(68 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
Share based payment expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,111 |
|
|
|
794 |
|
|
|
1,905 |
|
|
|
|
Balance as of June 30, 2008 |
|
|
168,297,383 |
|
|
Rs. |
842 |
|
|
Rs. |
20,108 |
|
|
Rs. |
675 |
|
|
Rs. |
(5 |
) |
|
Rs. |
25,322 |
|
|
Rs. |
2,352 |
|
|
Rs. |
49,294 |
|
|
|
|
|
* The number of equity shares held by a controlled trust as of April 1, 2008, June 30, 2008,
April 1, 2009 and June 30, 2009 was 82,800. |
The accompanying notes form an integral part of these unaudited condensed consolidated interim
financial statements.
8
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOW
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
Particulars |
|
2009 |
|
|
2009 |
|
|
2008 |
|
|
|
Convenience |
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
|
|
|
|
|
U.S.$ |
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
U.S.$ |
51 |
|
|
Rs. |
2,445 |
|
Rs. |
1,111 |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
15 |
|
|
|
726 |
|
|
|
84 |
|
Profit on sale of investments |
|
|
|
|
|
|
(8 |
) |
|
|
(75 |
) |
Depreciation and amortization |
|
|
24 |
|
|
|
1,134 |
|
|
|
933 |
|
Allowance for sales returns |
|
|
4 |
|
|
|
175 |
|
|
|
160 |
|
Allowance for doubtful trade receivable |
|
|
1 |
|
|
|
28 |
|
|
|
36 |
|
Inventory write-downs |
|
|
2 |
|
|
|
81 |
|
|
|
37 |
|
(Profit)/loss on sale of property, plant and equipment,
net |
|
|
|
|
|
|
12 |
|
|
|
(3 |
) |
Equity in (gain)/loss of equity accounted investees |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
Unrealized exchange (gain)/loss, net |
|
|
9 |
|
|
|
437 |
|
|
|
(289 |
) |
Interest expense, net |
|
|
1 |
|
|
|
59 |
|
|
|
174 |
|
Share based payment expense |
|
|
1 |
|
|
|
40 |
|
|
|
34 |
|
Negative goodwill on acquisition of business |
|
|
|
|
|
|
|
|
|
|
(150 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
12 |
|
|
|
589 |
|
|
|
(1,654 |
) |
Inventories |
|
|
(19 |
) |
|
|
(905 |
) |
|
|
(1,075 |
) |
Other assets |
|
|
|
|
|
|
10 |
|
|
|
37 |
|
Trade payables |
|
|
22 |
|
|
|
790 |
|
|
|
1,752 |
|
Other liabilities and provisions |
|
|
(19 |
) |
|
|
(887 |
) |
|
|
(1 |
) |
Income tax paid |
|
|
(8 |
) |
|
|
(400 |
) |
|
|
(192 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
U.S.$ |
96 |
|
|
Rs. |
4,315 |
|
|
Rs. |
919 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures on property, plant and equipment |
|
|
(15 |
) |
|
|
(442 |
) |
|
|
(1,300 |
) |
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
|
6 |
|
|
|
8 |
|
Purchase of investments |
|
|
(104 |
) |
|
|
(4,979 |
) |
|
|
(5,867 |
) |
Proceeds from sale of investments |
|
|
107 |
|
|
|
5,103 |
|
|
|
7,435 |
|
Expenditures on intangible assets |
|
|
|
|
|
|
(15 |
) |
|
|
(101 |
) |
Payment of contingent consideration |
|
|
|
|
|
|
|
|
|
|
(26 |
) |
Cash paid
for acquisition of business, net of cash received |
|
|
|
|
|
|
|
|
|
|
(3,089 |
) |
Interest received |
|
|
|
|
|
|
16 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
U.S.$ |
(12 |
) |
|
Rs. |
(311 |
) |
|
Rs. |
(2,885 |
) |
|
|
|
|
|
|
|
|
|
|
9
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOW
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
Particulars |
|
2009 |
|
|
2009 |
|
|
2008 |
|
|
|
Convenience |
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
|
|
|
|
|
U.S.$ |
|
|
|
|
|
|
|
|
|
Cash flows used in financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
|
(3 |
) |
|
|
(153 |
) |
|
|
(238 |
) |
Proceeds from issuance of equity shares |
|
|
|
|
|
|
3 |
|
|
|
5 |
|
Repayment of short term loans and borrowings, net |
|
|
(63 |
) |
|
|
(3,002 |
) |
|
|
(1,678 |
) |
Repayment of long term loans and borrowings, net |
|
|
(17 |
) |
|
|
(797 |
) |
|
|
(478 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
U.S.$ |
(83 |
) |
|
Rs. |
(3,949 |
) |
|
Rs. |
(2,389 |
) |
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
1 |
|
|
|
55 |
|
|
|
(4,355 |
) |
Effect of exchange rate changes on cash and cash
equivalents |
|
|
6 |
|
|
|
278 |
|
|
|
196 |
|
Cash and cash equivalents at the beginning of the period |
|
|
113 |
|
|
|
5,378 |
|
|
|
6,987 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
U.S.$ |
120 |
|
|
Rs. |
5,711 |
|
|
Rs. |
2,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these unaudited condensed consolidated interim
financial statements. |
Note: |
|
The property, plant and equipment purchased on credit during the three months ended June 30,
2009 and June 30, 2008 were Rs.0 and Rs.42,
respectively. |
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 ended June 30, 2009 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, 2009. These unaudited condensed consolidated
interim financial statements were authorized for issuance by the Companys Board of Directors on
September 2, 2009.
b) Presentation of financial statements
The Company applies revised IAS 1, Presentation of Financial Statements (2007), which
became effective as of April 1, 2009. As a result, the Company presents in the consolidated
statements of changes in equity all owner changes in equity, whereas all non-owner changes in
equity are presented in the consolidated statements of comprehensive income. This presentation
has been applied in these unaudited condensed consolidated interim financial statements as of
and for the three months period ended on June 30, 2009. Comparative information has been
re-presented so that it is also in conformity with the revised standard. Since the change in
accounting policy only impacts presentation aspects, there is no impact on earnings per share.
c) 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, 2009 contained in the
Companys Annual Report on Form 20-F.
d) Functional and presentation currency
The unaudited condensed consolidated interim financial statements are presented in Indian
rupees, which is the functional currency of DRL. 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 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 year.
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)
Resulting translation adjustments are included in foreign currency translation reserve.
All financial information presented in Indian Rupees has been rounded to the nearest million.
e) Convenience translation
The accompanying unaudited condensed consolidated interim financial statements have been
prepared in Indian rupees. Solely for the convenience of the reader, the unaudited condensed
consolidated interim financial statements as of June 30, 2009 have been translated into United
States dollars at the noon buying rate in New York City on June 30, 2009 for cable transfers in
Indian rupees, as certified for customs purposes by the Federal Reserve Bank of New York of
U.S.$1.00 = Rs.47.74. 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.
f) Use of estimates and judgments
The preparation of 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.
As at March 31, 2009, due to certain adverse market developments and consequential
impairment losses recorded by the Company in its betapharm cash-generating unit, the Company
reviewed the useful life of its indefinite life intangible asset
trademark/brand beta and
determined it to be a finite life intangible asset with a useful life of 12 years. The
consequent effect of this change in the amortization expense has been recognized from and after
April 1, 2009. In preparing these unaudited condensed consolidated interim financial statements
the significant judgments made by the 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, 2009.
g) Recent accounting pronouncements
Standards early adopted by the Company
|
|
|
IFRS 3 (Revised), Business Combinations (2008), as amended, is applicable for
annual periods beginning on or after July 1, 2009. This standard was early adopted by
the Company as at April 1, 2009. Business combinations consummated after April 1, 2009
will be impacted by this standard. IFRS 3 (Revised) primarily requires the
acquisition-related costs to be recognized as period expenses in accordance with the
relevant IFRS. Costs incurred to issue debt or equity securities are required to be
recognized in accordance with IAS 39, Financial Instruments: Recognition and
Measurement: Eligible Hedged Items. Consideration, after this amendment, will include
fair values of all interests previously held by the acquirer. Re-measurement of such
interests to fair value would be carried out through net profit in the income
statements. Contingent consideration is required to be recognized at fair value even if
not deemed probable of payment at the date of acquisition. |
|
|
|
|
IFRS 3 (Revised) provides an explicit option on a transaction-by-transaction basis, to
measure any non-controlling interest (NCI) in the entity acquired at fair value of
their proportion of identifiable assets and liabilities or at full fair value. The first
method will result in a marginal difference in the measurement of goodwill from the
measurement under existing IFRS 3; however, the second approach will require recording
goodwill on NCI as well as on the acquired controlling interest. Upon consummating a
business transaction in the future, the Company is likely to adopt the first method for
measuring NCI. |
|
|
|
|
IAS 27, Consolidated and Separate Financial Statements (2008), as amended, is
applicable for annual periods beginning on or after July 1, 2009. Earlier adoption is
permitted, provided that IFRS 3 (Revised) is also early adopted. This standard was early
adopted by the Company as at April 1, 2009. It requires a mandatory adoption of an
economic entity model which treats all providers of equity capital as shareholders of
the entity. Consequently, a partial disposal of an interest in a subsidiary in which the
parent company retains control does not result in a gain or loss but in an increase or
decrease in equity. Additionally, purchase of some or all of the NCI is treated as a
treasury transaction and accounted for in equity, and a partial disposal of an interest
in a subsidiary in which the parent company loses control triggers recognition of gain
or loss on the entire interest. A gain or loss is recognized on the portion that has
been disposed of and a further holding gain is recognized on the interest retained,
being the difference between the fair value and carrying value of the interest retained.
This standard requires an entity to attribute the NCIs share of net profit and reserves
to the NCI even if this results in the NCI having a deficit balance. |
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)
g) Recent accounting pronouncements (continued)
|
|
|
IFRS 8, Operating Segments, is applicable for annual periods beginning on or after
July 1, 2009. This standard was early adopted by the Company as at March 31, 2009. IFRS
8 replaces IAS 14, Segment Reporting. The new standard requires a management
approach, under which segment information is presented on the same basis as that used
for internal reporting provided to the chief operating decision maker. The application
of this standard did not result in any significant change in the Companys segmental
disclosures. Goodwill has been allocated in accordance with the requirements of this
standard. |
Recently adopted accounting pronouncements
|
|
|
IAS 1 (Revised), Presentation of Financial Statements (2007) is applicable for
annual periods beginning on or after January 1, 2009. This standard was adopted by the
Company as at April 1, 2009. As a result of the adoption of this standard, the title for
the balance sheet has been changed to Statement of Financial Position. Furthermore,
the Company has included in its unaudited condensed consolidated interim financial
statements two statements to display all items of income and expense recognized during
the period - i.e., an Income Statement and a Statement of Comprehensive Income. |
Standards issued but not yet effective and not early adopted by the Company
|
|
|
IFRIC Interpretation 18, Transfers of Assets from Customers, defines the treatment
for property, plant and equipment transferred by customers to companies or for cash
received to be invested in property, plant and equipment that must be used either to
connect the customer to a network or to provide the customer with ongoing access to a
supply of goods or services, or to do both. The item of property, plant and equipment
is to be initially recognized by the Company at fair value with a corresponding credit
to revenue. If an ongoing service is identified as a part of the agreement, the period
over which revenue shall be recognized for that service would be determined by the terms
of the agreement with the customer. If the period is not clearly defined, then revenue
should be recognized over a period no longer than the useful life of the transferred
asset used to provide the ongoing service. This interpretation is to be applied
prospectively to transfers of assets from customers received on or after July 1, 2009.
Earlier application is permitted provided the valuations and other information needed to
apply the information to past transfers were obtained at the time the transfer occurred.
The Company intends to prospectively adopt this interpretation for all assets
transferred after July 1, 2009. This interpretation is not expected to have a
significant impact on the Companys unaudited condensed consolidated interim financial
statements. |
|
|
|
|
In April 2009, the IASB issued Improvements to IFRSs 2009 a collection of amendments
to twelve 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 October 2007, August 2008, and January 2009. The amendments resulting from
this standard mainly have effective dates for annual periods beginning on or after
January 1, 2010, although entities are permitted to adopt them earlier. The Company is
evaluating the impact 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
operating segments reviewed by the CODM are as follows:
|
|
|
Pharmaceutical Services and Active Ingredients (PSAI); |
|
|
|
|
Global Generics; and |
|
|
|
|
Proprietary Products. |
Pharmaceutical
Services and Active Ingredients. This segment includes active pharmaceutical
ingredients and intermediaries, also known as active pharmaceutical products or bulk drugs, which
are the principal ingredients for finished pharmaceutical products. Active pharmaceutical
ingredients and intermediaries become finished pharmaceutical products when the dosages are fixed
in a form ready for human consumption such as a tablet, capsule or liquid using additional inactive
ingredients. This segment also includes contract research services and the manufacture and sale of
active pharmaceutical ingredients and steroids in accordance with the specific customer
requirements.
Global Generics. This segment consists of finished pharmaceutical products ready for
consumption by the patient, marketed under a brand name (branded formulations) or as generic
finished dosages with therapeutic equivalence to branded formulations (generics). This reportable
segment was formed through the combination and re-organization of the Companys former Formulations
and Generics segments in the year ended March 31, 2009.
Proprietary Products. This segment involves the discovery of new chemical entities for
subsequent commercialization and out-licensing. It also involves the Companys specialty
pharmaceuticals business which engages in sales and marketing operations for in-licensed and
co-developed dermatology products.
The CODM reviews gross profit as a performance indicator for all three of the above segments.
The Company does not review the total assets and liabilities for each segment. The property, plant
and equipment used in the Companys business, and the related depreciation and amortization
expenses, are not fully identifiable with or allocable to individual reportable segments, as
certain assets are used interchangeably between segments. The other assets are not specifically
allocable to the segments. Consequently, management believes that it is not practicable to provide
segment disclosures relating to total assets and liabilities since allocation among the various
segments is not possible.
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 June 30, |
|
|
|
|
|
|
|
|
|
Segments |
|
PSAI |
|
|
Global Generics |
|
|
Proprietary Products |
|
|
Others |
|
|
Total |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
Segment revenue (Note 1) |
|
Rs. |
4,869 |
|
|
Rs. |
4,613 |
|
|
Rs. |
13,020 |
|
|
Rs. |
10,287 |
|
|
Rs. |
112 |
|
|
Rs. |
38 |
|
|
Rs. |
188 |
|
|
Rs. |
99 |
|
|
Rs. |
18,189 |
|
|
Rs. |
15,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
Rs. |
1,704 |
|
|
Rs. |
1,499 |
|
|
Rs. |
8,313 |
|
|
Rs. |
5,942 |
|
|
Rs. |
73 |
|
|
Rs. |
31 |
|
|
Rs. |
82 |
|
|
Rs. |
22 |
|
|
Rs. |
10,172 |
|
|
Rs. |
7,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,927 |
|
|
|
5,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
985 |
|
|
|
1,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense/(income), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35 |
) |
|
|
241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,295 |
|
|
|
1,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135 |
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profit/(loss) of equity
accounted investees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,171 |
|
|
|
1,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(726 |
) |
|
|
(84 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
2,445 |
|
|
Rs. |
1,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 1: Segment revenue for the three months ended June 30, 2009 does not include inter-segment revenues from PSAI to Global Generics which is accounted for at cost of Rs.639
(as compared to Rs.585 for the three months ended June 30, 2008) and inter-segment revenues from Global Generics to PSAI which is accounted for at cost of Rs.0 (as compared to
Rs.4 for the three months ended June 30, 2008).
Analysis of revenue by geography within Global Generics segment:
During the fiscal year ended March 31, 2009 , although resource allocation was done by the
CODM at the Global Generics level, certain additional information (revenue and gross profit) with
respect to the Companys formulations and generics businesses continued to be reviewed by the CODM
and, accordingly, further detailed information was included in the segments disclosures. However,
effective April 1, 2009, the CODM no longer reviews information with respect to the Companys
formulations and generics business. Accordingly, the separate financial information relating to the
Companys formulations and generics business is no longer provided. Instead, the CODM reviews the
geographical composition of revenues within the Global Generics segment. Accordingly, the
geographical revenue information within the Global Generics segment has been provided for the three
months ended June 30, 2009 with corresponding comparative information.
The following table shows the distribution of the Companys revenues by geography within the
Global Generics segment, based on the location of the customer:
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)
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
India |
|
Rs. |
2,393 |
|
|
Rs. |
2,202 |
|
North America |
|
|
6,026 |
|
|
|
2,808 |
|
Russia and other countries of the former Soviet Union |
|
|
1,871 |
|
|
|
1,928 |
|
Europe |
|
|
2,109 |
|
|
|
2,862 |
|
Others |
|
|
621 |
|
|
|
487 |
|
|
|
|
|
|
|
|
|
|
Rs. |
13,020 |
|
|
Rs. |
10,287 |
|
|
|
|
|
|
|
|
a. Acquisition of a unit of The Dow Chemical Company
On April 28, 2008, the Company, through its wholly owned subsidiary Dr. Reddys Laboratories
(EU) Limited, acquired a unit of The Dow Chemical Company associated with its United Kingdom sites
in Mirfield and Cambridge for a total cash consideration of Rs.1,302 (U.S.$32). The acquisition
included customer contracts and relationships, associated active pharmaceutical ingredient
products, process technology and know-how, technology licensing rights and the Dowpharma Small
Molecules facilities located in Mirfield and Cambridge, United Kingdom. The Company also took over
the existing work force as a part of the acquisition. The acquisition resulted in technology
related synergies for the Companys existing Pharmaceutical Services and Active Ingredients segment
and gave the Company access to an experienced research and development team.
The Company has accounted for the acquisition under the purchase method in accordance with
IFRS No. 3, Business Combinations. Accordingly, the financial results of this acquired business
for the period from April 29, 2008 to March 31, 2009 have been included in the unaudited condensed
consolidated interim financial statements of the Company.
The following table summarizes the estimated fair values of the assets acquired and
liabilities assumed at the date of acquisition:
|
|
|
|
|
|
|
Recognized values on |
|
Particulars |
|
acquisition |
|
|
Property, plant and equipment |
|
Rs. |
741 |
|
Intangible assets |
|
|
801 |
|
Inventories |
|
|
231 |
|
Non-current liabilities, net |
|
|
(71 |
) |
Deferred tax liabilities, net |
|
|
(250 |
) |
|
|
|
|
|
Net identifiable assets and liabilities |
|
Rs. |
1,452 |
|
Negative goodwill recognized in other
expense/(income), net |
|
|
(150 |
) |
|
|
|
|
Consideration paid in cash (1) |
|
Rs. |
1,302 |
|
|
|
|
|
(1) Total consideration paid includes direct attributable costs of Rs.13.
As the acquisition involved a combination of a purchase of a unit of an existing entity and a
purchase of certain identifiable assets, the carrying value of assets and liabilities before
acquisition could not be determined in accordance with IFRS.
The estimated useful lives of intangibles acquired are as follows:-
|
|
|
Customer related intangible
|
|
4-11 years |
Product related intangibles
|
|
6-13 years |
The negative goodwill on acquisition is attributable mainly to lower amounts paid towards
inventories and intangible assets in the acquired business.
16
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
4. Business combinations (continued)
b. Acquisition of BASF Corporations manufacturing facility in Shreveport, Louisiana, U.S.A.
and related pharmaceutical contract manufacturing business.
On April 30, 2008, the Company acquired BASF Corporations pharmaceutical contract
manufacturing business and its manufacturing facility in Shreveport, Louisiana, U.S.A. for a total
cash consideration of Rs.1,639 (U.S.$40). The business involves contract manufacturing of generic
prescription and OTC products for branded and generic companies in the United States. This business
includes customer contracts, related approved ANDAs and approved NDAs, and trademarks, as well as
the Shreveport manufacturing facility. The Company also took over the existing work force as a
part of the acquisition. This acquisition relates to the Companys Global Generics segment.
The Company has accounted for the acquisition under the purchase method in accordance with
IFRS No. 3, Business Combinations. Accordingly, the financial results of this acquired business
for the period from May 1, 2008 to March 31, 2009 have been included in the unaudited condensed
consolidated interim financial statements of the Company.
The following table summarizes the estimated fair values of the assets acquired and
liabilities assumed at the date of acquisition.
|
|
|
|
|
|
|
Recognized values on |
|
Particulars |
|
acquisition |
|
|
Property, plant and equipment |
|
Rs. |
755 |
|
Intangible assets |
|
|
482 |
|
Inventories |
|
|
249 |
|
Deferred tax asset |
|
|
53 |
|
|
|
|
|
Net identifiable assets and liabilities |
|
Rs. |
1,539 |
Goodwill on acquisition |
|
|
100 |
|
|
|
|
|
Consideration paid in cash(1) |
|
Rs. |
1,639 |
|
|
|
|
|
(1) Total consideration paid includes direct attributable costs of Rs.31.
As the acquisition involved purchase of a unit of an existing entity with certain identifiable
assets and liabilities, the carrying value of assets and liabilities before acquisition could not
be determined in accordance with IFRS.
The estimated useful lives of intangibles acquired are as follows:
|
|
|
Customer related intangibles
|
|
4 9 years |
Product related intangibles
|
|
9 10 years |
Goodwill amounts to Rs.100 and is attributable mainly to the employee workforce acquired and
the estimated values to be derived from the synergies for the Company due to cost savings.
c. Acquisition of Jet Generici SRL
On April 30, 2008, the Company acquired Jet Generici Srl, a company engaged in the sale of
generic finished dosages in Italy, for a total cash consideration of Rs.148 (Euro 2.34). This
acquisition resulted in the Company gaining an entry into the Italian market and access to Jet
Genericis customers, as well as the Company acquiring Jet Genericis product related intangibles
and employee workforce. The transaction was accounted for as an acquisition of a business under
the purchase method in accordance with IFRS 3, whereby the Company assumed net liabilities of Rs.14
(primarily consisting of product supply related trade payables) which resulted in goodwill of
Rs.162.
17
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
4. Business combinations (continued)
d. Pro-forma information
If the above acquisitions had taken effect at the beginning of the reporting period (i.e.,
April 1, 2008), the revenue, profit before tax and profit after tax of the Company for the
applicable periods on a pro-forma basis would have been as below:
|
|
|
|
|
|
|
Three months ended |
|
|
June 30, 2008 |
|
|
|
|
Revenue |
|
Rs. |
15,182 |
|
Profit before tax |
|
|
1,127 |
|
Profit after tax |
|
|
1,072 |
|
5. 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 and Euros.
The Company uses forward exchange contracts and option contracts (derivatives) to mitigate its
risk of changes in foreign currency exchange rates. Most of the forward exchange contracts and
option contracts have maturities of less than one year after the statements of financial position
date. Where necessary, the forward exchange contracts are rolled over at maturity.
Forecasted transactions
The Company classifies its option contracts hedging forecasted transactions as cash flow
hedges and measures them at fair value. The fair value of option contracts used as hedges of
forecasted transactions at June 30, 2009 was a liability of Rs.13 (as compared to a liability of
Rs.323 at March 31, 2009). This amount was recognized as derivatives measured at fair value.
Recognized assets and liabilities
Changes in the fair value of forward exchange 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 recognized in fair value
derivatives was an asset of Rs.26 at June 30, 2009 (as compared to a liability of Rs.9 at March 31,
2009).
Fair values
The net carrying amount and fair value of all financial instruments, except derivative
financial instruments, as at June 30, 2009 was a net liability of Rs.8,685 (as compared to a net
liability of Rs.12,038 at March 31, 2009).
6. Cash and cash equivalents
Cash and cash equivalents consist of:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
June 30, 2009 |
|
|
March 31, 2009 |
|
|
|
|
Cash balances |
|
Rs. |
15 |
|
|
Rs. |
30 |
|
Balances with banks |
|
|
6,169 |
|
|
|
5,566 |
|
|
|
|
Cash and cash equivalents on the statements of
financial position |
|
|
6,184 |
|
|
|
5,596 |
|
Bank overdrafts used for cash management purposes |
|
|
(473 |
) |
|
|
(218 |
) |
|
|
|
Cash and cash equivalents on the cash flow statement |
|
Rs. |
5,711 |
|
|
Rs. |
5,378 |
|
|
|
|
|
|
|
Balances with banks amounting to Rs.16 as of each of June 30, 2009 and March 31, 2009 included
above represent amounts pledged with statutory and other authorities as margin money, and are
therefore restricted.
18
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
7. Inventories
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
June 30, 2009 |
|
|
March 31, 2009 |
|
|
|
|
Raw materials |
|
Rs. |
4,012 |
|
|
Rs. |
3,518 |
|
Packing material, stores and spares |
|
|
839 |
|
|
|
876 |
|
Work-in-process |
|
|
3,027 |
|
|
|
2,976 |
|
Finished goods |
|
|
6,055 |
|
|
|
5,856 |
|
|
|
|
|
|
|
|
|
|
Rs. |
13,933 |
|
|
Rs. |
13,226 |
|
|
|
|
|
|
|
|
During the three months ended June 30, 2009 and June 30, 2008, the Company recorded inventory
write-downs of Rs.81 and Rs.37, respectively, on account of reductions in net realizable value.
These adjustments were included in cost of revenues. Cost of revenues for June 30, 2009 and June
30, 2008 include raw materials, consumables and changes in finished goods and work in progress
recognized in the income statements amounting to Rs.5,618 and Rs.5,397, respectively. The above
table includes inventories amounting to Rs.366 and Rs.505 which are carried at fair value less cost
to sell as at June 30, 2009 and March 31, 2009, respectively.
8. Property, plant and equipment
Acquisitions and disposals
During the three months ended June 30, 2009, the Company acquired assets at an aggregate cost
of Rs.698 (as compared to a cost of Rs.2,838 and Rs.4,619 for the three months ended June 30, 2008
and the year ended March 31, 2009, respectively), including assets acquired through business
combinations of Rs.0 (as compared to a cost of Rs.1,496 for assets acquired through business
combinations for the three months ended June 30, 2008 and year ended March 31, 2009). Assets with a
net book value of Rs.18 were disposed of during the three months ended June 30, 2009 (as compared
to Rs.5 and Rs.66 for the three months ended June 30, 2008 and the year ended March 31, 2009,
respectively), resulting in a net loss on disposal of Rs.12 (as compared to a gain of Rs.3 and
Rs.15 for the three months ended June 30, 2008 and the year ended March 31, 2009, respectively).
Depreciation expense for the three months ended June 30, 2009 was Rs.627 (as compared to Rs.556 for
the three months ended June 30, 2008).
Capital Commitments
As of March 31, 2009 and June 30, 2009, the Company was committed to spend approximately
Rs.996 and Rs.693, respectively, under agreements to purchase property, plant and equipment. This
amount is net of capital advances paid in respect of such purchases.
9. 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 three months ended June 30,
2009 and the year ended March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Three months ended |
|
|
Year ended |
|
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
March 31, 2009 |
|
|
|
|
Opening balance (1) |
|
Rs. |
18,246 |
|
|
Rs. |
17,088 |
|
|
Rs. |
17,087 |
|
Goodwill arising on business combinations |
|
|
|
|
|
|
315 |
|
|
|
262 |
|
Effect of translation adjustments |
|
|
11 |
|
|
|
1,128 |
|
|
|
897 |
|
|
|
|
Closing balance (1) |
|
Rs. |
18,257 |
|
|
Rs. |
18,531 |
|
|
Rs. |
18,246 |
|
|
|
|
Less: Impairment loss (2) |
|
|
(10,946 |
) |
|
|
(90 |
) |
|
|
(10,946 |
) |
|
|
|
|
|
Rs. |
7,311 |
|
|
Rs. |
18,441 |
|
|
Rs. |
7,300 |
|
|
|
|
19
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
9. Goodwill (continued)
(1) |
|
This does not include goodwill arising upon investment in associates of Rs.181, which is
included in the carrying value of the investment in the equity accounted investees. |
|
(2) |
|
The impairment loss includes Rs.10,856 for the year ended March 31, 2009 related to the
Companys German subsidiary, betapharm Arzneimittel GmbH, which is part of the Global Generics
segment (refer to note 10 for further details). The impairment loss of Rs.90 for the year
ended June 30, 2008 relates to the Companys Proprietary Products segment. |
10. Other intangible assets
Acquisitions and Write-down of intangibles
During the three months ended June 30, 2009, the Company acquired other intangible assets at
an aggregate cost of Rs.15 (as compared to a cost of Rs.1,413 and Rs.1,647 for the three months
ended June 30, 2008 and the year ended March 31, 2009, respectively), including assets acquired
through business combinations of Rs.0 (as compared to a cost of Rs.1,312 for the three months ended
June 30, 2008 and the year ended March 31, 2009, respectively). Amortization expenses for the three
months ended June 30, 2009 was Rs.507 (as compared to amortization expenses of Rs.377 for the three
months ended June 30, 2008).
Impairment losses recorded during the year ended March 31, 2009
During the year ended March 31, 2009, there were significant changes in the generics market
related to the Companys German subsidiary, betapharm Arzneimittel GmbH (betapharm). These
changes included a decrease in the reference prices of its products, increased quantity of discount
contracts being negotiated with State Healthcare Insurance Funds (SHIs), and announcement of a
large competitive bidding sale (or tender) process from the Allgemeine Ortskrankenkassen (AOK),
one of the largest SHI funds in Germany. Due to these adverse market developments, as at March 31,
2009, the Company tested the carrying value of its product related intangibles, being the smallest
identifiable group of assets that generate cash inflows that are largely independent of the cash
inflows from other assets or groups of assets. The recoverable value of the above product-related
intangibles was determined as the higher of its value in use and its fair value less costs to sell.
This resulted in the fair value less costs to sell being the recoverable value of such intangibles.
The impairment testing indicated that the carrying values of certain product-related intangibles
were higher than their recoverable value, resulting in the Company recording an impairment loss on
certain product related intangibles amounting to Rs.3,167 during the year ended March 31, 2009.
As at March 31, 2009, the Company also performed its annual impairment analysis related to the
betapharm cash-generating unit, comprised of the above product related intangibles, the indefinite
life trademark/brand beta and acquired goodwill. The recoverable value of the betapharm
cash-generating unit was based on its fair value less costs to sell, which was higher than its
value in use. The impairment testing indicated that the carrying value of the betapharm
cash-generating unit was higher than its recoverable value, resulting in the Company recording an
impairment loss of goodwill amounting to Rs.10,856 during the year ended March 31, 2009.
Change
in estimated useful life of indefinite life trademark/brand beta
Due to the above adverse market developments and consequential impairment losses recorded by
the Company in its betapharm cash-generating unit, the Company has reviewed the useful life of its
indefinite life intangible asset trademark/brand beta. The carrying amount of this intangible
was Rs.6,926 as at March 31, 2009 and the Company determined it to be a finite life intangible
asset with a useful life of 12 years. This change will consequently increase the future annual
amortization expense of the Company by approximately Rs.577 (Euro 9) for the next 12 years.
20
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
11. Loans and borrowings
Short term loans and borrowings
The Company had undrawn lines of credit of Rs.16,650 and Rs.16,603 as of June 30, 2009 and
March 31, 2009, respectively, from its bankers for working capital requirements. These lines of
credit are renewable annually. The Company has the right to draw upon these lines of credit based
on its requirements.
An interest rate profile of short term borrowings from banks is given below:
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
June 30, 2009 |
|
|
March 31, 2009 |
|
Rupee borrowings |
|
|
7.52% |
|
|
|
7.52% |
|
Foreign currency borrowings |
|
LIBOR+ 100 - 225bps |
|
|
LIBOR+ 100 - 225bps |
|
|
|
|
Long term loans and borrowings
Long term loans and borrowings consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2009 |
|
|
March 31, 2009 |
|
Rupee term loan |
|
Rs. |
6 |
|
|
Rs. |
7 |
|
Foreign currency loan |
|
|
12,556 |
|
|
|
13,326 |
|
Obligations under finance leases |
|
|
296 |
|
|
|
300 |
|
|
|
|
|
|
|
12,858 |
|
|
|
13,633 |
|
|
|
|
|
|
|
|
|
|
Less: Current portion
|
|
|
|
|
|
|
|
|
Rupee term loan |
|
|
5 |
|
|
|
6 |
|
Foreign currency loan |
|
|
3,723 |
|
|
|
3,477 |
|
Obligations under finance leases |
|
|
19 |
|
|
|
18 |
|
|
|
|
|
|
|
3,747 |
|
|
|
3,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non current portion
|
|
|
|
|
|
|
|
|
Rupee term loan |
|
|
1 |
|
|
|
1 |
|
Foreign currency loan |
|
|
8,833 |
|
|
|
9,849 |
|
Obligations under finance leases |
|
|
277 |
|
|
|
282 |
|
|
|
|
|
|
Rs. |
9,111 |
|
|
Rs. |
10,132 |
|
|
|
|
During the three month period ended June 30, 2009, the Company repaid Rs.795 of foreign
currency loans (consisting of Euro 11.4 million and U.S.$0.64 million), Rs.1 of Rupee term loans
and Rs.3 of obligations under capital leases. During the year ended March 31, 2009, the Company
repaid Rs.1,907 of foreign currency loans (consisting of Euro 27 million and U.S.$2 million), Rs.6
of Rupee term loans and Rs.12 of obligations under finance leases.
An interest rate profile of long-term debt is given below:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
June 30, 2009 |
|
|
March 31, 2009 |
|
Rupee borrowings |
|
|
2.00 |
% |
|
|
2.00 |
% |
Foreign currency borrowings |
|
EURIBOR + 70 |
|
EURIBOR +70 |
|
|
bps and |
|
bps and |
|
|
LIBOR+70 bps |
|
LIBOR+70 bps |
21
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
12. Amalgamation of Perlecan Pharma Private Limited
During the three months ended June 30, 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 three
months ended June 30, 2009, which states 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 January 1,
2006. Accordingly, the Company has recorded an amount of Rs.250 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.
13. Other expense/(income), net
Other expense/ (income), net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
(Profit)/loss on sale of property, plant and equipment, net |
|
Rs. |
12 |
|
|
Rs. |
(3 |
) |
Sale of spent chemical |
|
|
(41 |
) |
|
|
(60 |
) |
Negative goodwill on acquisition of business |
|
|
|
|
|
|
(150 |
) |
Miscellaneous income |
|
|
(54 |
) |
|
|
(61 |
) |
Provision for expected claim from innovator |
|
|
48 |
|
|
|
515 |
|
|
|
|
|
|
|
|
|
|
Rs. |
(35 |
) |
|
Rs. |
241 |
|
|
|
|
|
|
|
|
|
14. Finance income, net
Finance income/(expense), net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
Interest income |
|
Rs. |
80 |
|
|
Rs. |
69 |
|
Foreign exchange (loss)/gain |
|
|
(84 |
) |
|
|
176 |
|
Profit on sale of investments |
|
|
8 |
|
|
|
75 |
|
Interest expense |
|
|
(139 |
) |
|
|
(243 |
) |
|
|
|
|
|
|
|
|
|
Rs. |
(135 |
) |
|
Rs. |
77 |
|
|
|
|
|
|
|
|
15. Share capital and share premium
During the three months ended June 30, 2009 and June 30, 2008, 198,493 and 124,637 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. Each of these options was
exercised at an exercise price of Rs.5. The amount of grant date fair value previously recognized
for these options has been transferred from share based payment reserve to share premium in the
statements of financial position.
22
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
16. Earnings per share
Basic earnings per share
The calculation of basic earnings per share for the three month period ended June 30, 2009 was
based on the profit attributable to equity shareholders of Rs.2,445 (as compared to a profit of
Rs.1,111 for the three months ended June 30, 2008) and a weighted average number of equity shares
outstanding during the three months ended June 30, 2009 and three months ended June 30, 2008
calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
Issued equity shares as on April 1 |
|
|
168,468,777 |
|
|
|
168,172,746 |
|
Effect of shares issued on exercise of stock options |
|
|
30,537 |
|
|
|
36,105 |
|
Weighted average number of equity shares at June 30 |
|
|
168,499,314 |
|
|
|
168,208,851 |
|
Diluted earnings per share
The calculations of diluted earnings per share for the three months ended June 30, 2009 was
based on the profit attributable for equity shareholders of Rs.2,445 (as compared to a profit of
Rs.1,111 for the three months ended June 30, 2008) and weighted average number of equity shares
outstanding during three months ended June 30, 2009 and three months ended June 30, 2008 calculated
as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
Weighted average number of equity shares at June 30 (Basic) |
|
|
168,499,314 |
|
|
|
168,208,851 |
|
Effect of stock options outstanding |
|
|
750,158 |
|
|
|
679,355 |
|
Weighted average number of equity shares at June 30 (Diluted) |
|
|
169,249,472 |
|
|
|
168,888,206 |
|
17. 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.,
Rs.5 per option).
The DRL 2002 Plan was further amended on July 27, 2005 at the annual general meeting of
shareholders to provide for stock option grants in two categories:
Category A: 300,000 stock options out of the total of 2,295,478 options reserved for
grant having an exercise price equal to the fair market value of the underlying equity shares on
the date of grant; and
Category B: 1,995,478 stock options out of the total of 2,295,478 options reserved for
grant having an exercise price equal to the par value of the underlying equity shares (i.e.,
Rs.5 per option).
23
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
17. 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 |
|
The Compensation Committee, at its meeting held in October 2007, proposed that the Company
should absorb the full liability of the Fringe Benefit Tax upon exercise of all stock options
granted on or prior to the date of its resolution. In respect of new grants to be made by the
Company subsequent to the date of such resolution, the Fringe Benefit Tax will be recovered from
employees upon the exercise of their stock options. An amendment to the DRL 2002 Plan reflecting
the Compensation Committees proposal was approved by the shareholders at the Annual General
Meeting held on July 22, 2008.
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., Rs.5 per option).
The Compensation Committee, at its meeting held in October 2007, proposed that the Company
should absorb the full liability of the Fringe Benefit Tax upon exercise of all stock options
granted on or prior to the date of its resolution. In respect of new grants to be made by the
Company subsequent to the date of such resolution, the Fringe Benefit Tax will be recovered from
employees upon the exercise of their stock options. An amendment to the DRL 2007 Plan reflecting
the Compensation Committees proposal was approved by the shareholders at the Annual General
Meeting held on July 22, 2008.
24
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
17. 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 three months ended June 30, 2009 under
the above plans were 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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The terms and conditions of the grants made during the three months ended June 30, 2008 under
the above plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Exercise |
|
Vesting |
|
Contractual |
|
|
instruments |
|
price |
|
period |
|
life |
| |
|
DRL 2002 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
355,820 |
|
|
INR 5.00 |
|
|
1 to 4 years |
|
|
5 years |
|
DRL 2007 Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Category B |
|
|
74,400 |
|
|
INR 5.00 |
|
|
1 to 4 years |
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aurigene ESOP Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
17. Employee stock incentive plans (continued)
The weighted average inputs used in computing the fair value of such grants were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
2009 |
|
2008 |
| |
|
Expected volatility |
|
|
36.45 |
% |
|
|
29.39 |
% |
Exercise price |
|
Rs.5.00 |
|
Rs.5.00 |
Option life |
|
2.44 years |
|
|
2.44 years |
|
Risk-free interest rate |
|
|
5.05 |
% |
|
|
7.84 |
% |
Expected dividends |
|
|
0.82 |
% |
|
|
0.59 |
% |
Grant date share price |
|
|
612.95 |
|
|
|
639.85 |
|
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 share options granted is measured based on the Black Scholes model.
For the three months ended June 30, 2009 and June 30, 2008, amounts of Rs.40 million and Rs.34
million, respectively, have been recorded as total employee stock based compensation expense under
all of the Companys stock incentive plans. As of June 30, 2009, there was approximately Rs.319
million of total unrecognized compensation cost related to unvested stock options. This cost is
expected to be recognized over a weighted-average period of 3.22 years.
18. Employee benefit plans
Gratuity benefits
In accordance with applicable Indian laws, the Company provides for gratuity, a defined
benefit retirement plan (the Gratuity Plan) covering certain categories of employees. The
Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of
employment. The amount of payment is based on the respective employees last drawn salary and the
years of employment with the Company. Effective September 1, 1999, the Company established the Dr.
Reddys Laboratories Gratuity Fund (the Gratuity Fund). Liabilities in respect of the Gratuity
Plan are determined by an actuarial valuation, based upon which the Company makes contributions to
the Gratuity Fund. Trustees administer the contributions made to the Gratuity Fund. Amounts
contributed to the Gratuity Fund are invested in specific securities as mandated by law and
generally consist of federal and state government bonds and debt instruments of government-owned
corporations.
The components of net periodic benefit cost for the three months ended June 30, 2009 and June
30, 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
2009 |
|
|
2008 |
|
| |
|
Service cost |
|
Rs. |
13 |
|
|
Rs. |
11 |
|
Interest cost |
|
|
7 |
|
|
|
6 |
|
Expected return on plan assets |
|
|
(6 |
) |
|
|
(5 |
) |
Recognized net actuarial (gain) / loss |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
Rs. |
16 |
|
|
Rs. |
12 |
|
|
|
|
|
|
|
|
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.
26
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
18. Employee benefit plans (continued)
The components of net periodic benefit cost for the three months ended June 30, 2009 and June
30, 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
Service cost |
|
Rs. |
3 |
|
|
Rs. |
4 |
|
Interest cost |
|
|
6 |
|
|
|
5 |
|
Expected return on plan assets |
|
|
(5 |
) |
|
|
(4 |
) |
Amortization of net transition obligation/(asset) |
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
Net amount recognized |
|
Rs. |
6 |
|
|
Rs. |
6 |
|
|
|
|
|
|
|
|
Severance payments of German subsidiaries
On account of the significant adverse events in the German generic pharmaceuticals market as
described in Note 10 above, the Company resolved to implement a workforce reduction and
restructuring of its German subsidiaries, betapharm and Reddy Holding GmbH, to achieve a more
sustainable workforce structure in light of the current climate within the German generic
pharmaceuticals industry. Accordingly, during the three months ended June 30, 2009, the management
and works councils (i.e., organizations representing workers) of betapharm and Reddy Holding GmbH
entered into a reconciliation of interest agreement, which set out the overall termination
benefits payable to identified employees. Accordingly an amount of Rs.482 (Euro 7.3) has been
recorded as termination benefits and is included as part of Selling and general and administrative
expenses in the unaudited consolidated condensed interim income statements for the three months
ended June 30, 2009.
19. Income taxes
Income tax expenses are recognized based on the Companys best estimate of the weighted
average annual income tax rate for the financial year applied to the pre-tax income of the interim
period. The Companys consolidated effective tax rate for the three months ended June 30, 2009 and
June 30, 2008 was 22.90% and 7.02%, 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 not deductible
for tax purposes, income exempted from income taxes, effects of changes in tax laws and rates, and
the effects of minimum alternate taxes.
The effective tax rate for the three months ended June 30, 2009 increased significantly as
compared to the three months ended June 30, 2008, and such increase was primarily attributable to
the following factors:
|
|
|
An increase in the projected annual profits in jurisdictions having higher tax rates
for the current fiscal year ended March 31, 2010; and |
|
|
|
|
During the three months ended June 30, 2008, the effective tax rate included a tax
benefit that arose in the Companys German operations, largely on account of a provision
for damages in the olanzapine litigation between Eli Lilly and the Company in Germany, as
described in the Companys Annual Report on Form 20-F for the fiscal year ended March 31,
2009. The effective tax rate during the three months ended June 30, 2009 did not enjoy any
such tax benefit. |
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 Private Limited for the purchase and sale of active pharmaceutical
ingredients; |
|
|
|
|
Dr. Reddys Foundation for Human and Social Development towards contributions for social
development; |
|
|
|
|
Institute of Life Science towards contributions for social development; |
|
|
|
|
K.K. Enterprises for availing packaging services for formulation products; |
27
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
20. Related parties (continued)
|
|
|
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/taken loans
and advances from significant interest entities.
The Company has also entered into transactions with its former equity accounted investee
Perlecan Pharma (now merged into its own operations) and its joint venture Reddy Kunshan. These transactions are in
the nature of reimbursement of research and development expenses incurred by the Company on behalf
of Perlecan Pharma, revenue from research services performed by the Company for Perlecan Pharma and
purchase of active pharmaceutical ingredients by the Company from Reddy Kunshan.
The Company has also entered into cancellable operating lease transactions with key management
personnel and their relatives.
The Company contributes to the Dr. Reddys Laboratories Gratuity Fund (the Gratuity Fund),
which maintains the plan assets of the Companys Gratuity Plan for the benefit of its employees.
The following is a summary of significant related party transactions:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
Purchases from significant interest entities |
|
Rs. |
68 |
|
|
Rs. |
48 |
|
Sales to significant interest entities |
|
|
21 |
|
|
|
31 |
|
Contribution to a significant interest entity towards social
development and research and development |
|
|
48 |
|
|
|
25 |
|
Hotel expenses paid to significant interest entities |
|
|
2 |
|
|
|
2 |
|
Lease rental paid to key management personnel and their relatives |
|
|
7 |
|
|
|
5 |
|
The following table describes the components of compensation paid to key management personnel:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
Salaries and other benefits |
|
Rs. |
107 |
|
|
Rs. |
119 |
|
Contributions to defined contribution plans |
|
|
3 |
|
|
|
3 |
|
Commission to directors |
|
|
75 |
|
|
|
65 |
|
Share-based payments |
|
|
7 |
|
|
|
15 |
|
|
|
|
Total |
|
Rs. |
192 |
|
|
Rs. |
202 |
|
|
|
|
Some of the key management personnel of the Company are also covered under the Companys
Gratuity Plan along with the other employees of the Company. Proportionate amounts of gratuity
accrued under the Companys Gratuity Plan have not been separately computed or included in the
above disclosure.
The Company had the following amounts due from related parties:
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
June 30, 2009 |
|
|
March 31, 2009 |
|
Significant interest entities |
|
Rs. |
12 |
|
|
Rs. |
43 |
|
Key management personnel |
|
|
5 |
|
|
|
5 |
|
|
|
|
The above tables as at June 30, 2009 and March 31, 2009 do not include the amounts of Rs.1,080
and Rs.1,080, respectively, paid as advances towards the purchase of land from a significant
interest entity, which has been disclosed under capital work-in-progress in the Companys
statements of financial position.
28
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 had the following amounts due to related parties:
|
|
|
|
|
|
|
|
As at |
|
June 30, 2009 |
March 31, 2009 |
Significant interest entities
|
Rs. |
56
|
|
Rs. |
68 |
21. Contingencies
Guarantees
The Companys equity accounted investee, Reddy Kunshan, secured a credit facility of Rs.36
from Agricultural Bank of China (Agricultural Bank). As of June 30, 2009, the Company had issued
a corporate guarantee of Rs.36 in favor of Agricultural Bank to enhance the credit standing of
Reddy Kunshan. The guarantee is required to be renewed every year and the Companys liability may
arise in the event of non-payment by Reddy Kunshan of the amount withdrawn under its credit
facility.
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.
However, although there can be no assurance regarding the outcome of any of the legal
proceedings or investigations referred to in this Note 21 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, India litigation
The Company manufactures and distributes Norfloxacin, a formulations product. Under the Drugs
Prices Control Order (the DPCO), the Government of India has the authority to designate a
pharmaceutical product as a specified product and fix the maximum selling price for such product.
In 1995, the Government of India issued a notification and designated Norfloxacin as a specified
product and fixed the maximum selling price. In 1996, the Company filed a statutory Form III
before the Government of India for the upward revision of the maximum selling price and a legal
suit in the Andhra Pradesh High Court (the High Court) challenging the validity of the
designation on the grounds that the applicable rules of the DPCO were not complied with while
fixing the maximum selling price. The High Court had previously granted an interim order in favor
of the Company; however it subsequently dismissed the case in April 2004. The Company filed a
review petition in the High Court in April 2004 which was also dismissed by the High Court in
October 2004. Subsequently, the Company appealed to the Supreme Court of India, New Delhi (the
Supreme Court) by filing a Special Leave Petition, which is currently pending.
29
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
21. Contingencies (continued)
During the year ended March 31, 2006, the Company received a notice from the Government of
India demanding the recovery of the price charged by the Company for sales of Norfloxacin in excess
of the maximum selling price fixed by the Government of India, amounting to Rs.285 including
interest thereon. The Company filed a writ petition in the High Court challenging this demand
order. The High Court admitted the writ petition and granted an interim order, directing the
Company to deposit 50% of the principal amount claimed by the Government of India, which amounted
to Rs.77. The Company deposited this amount with the Government of India in November 2005 and is
awaiting the outcome of its appeal with the Supreme Court. In February 2008, the High Court
directed the Company to deposit an additional amount of Rs.30, which was deposited by the Company
in March 2008. The Company has fully provided for the potential liability related to the principal
amount demanded by the Government of India. In the event the Company is unsuccessful in its
litigation in the Supreme Court, it will be required to remit the sale proceeds in excess of the
maximum selling price to the Government of India including penalties or interest, if any, which
amounts are not readily ascertainable.
Fexofenadine, United States litigation
In April 2006, the Company launched its fexofenadine hydrochloride 30 mg, 60 mg and 180 mg
tablet products, which are generic versions of Sanofi-Aventis (Aventis) Allegra® tablets. The
Company is presently defending patent infringement actions brought by Aventis in the United States
District Court for the District of New Jersey. There are three formulation patents, three use
patents, and two active pharmaceutical ingredients (API) patents which are at issue in the
litigation. The Company has obtained summary judgment in respect of each of the formulation
patents. Teva Pharmaceuticals Industries Limited (Teva) and Barr Pharmaceuticals, Inc. (Barr)
have been 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 has brought patent infringement actions against Teva and its API
supplier in the United States District Court for the District of New Jersey. There are three
formulation patents, three use patents, and two API patents at issue in the litigation. Teva has
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. Litigation between the Company
and Aventis continues. No trial has been scheduled at this time. If Aventis is ultimately
successful in its allegation of patent infringement, the Company could be required to pay damages
related to fexofenadine hydrochloride tablet sales made by the Company, and could also be
prohibited from selling these products in the future.
Alendronate Sodium, Germany litigation
In February 2006, Merck & Co. (Merck) initiated proceedings against betapharm before the
German Civil Court of Mannheim alleging infringement of the basic patent for Fosamax (Mercks brand
name for alendronate sodium). Betapharm and some other companies are selling generic versions of
this product in Germany. Mercks patent, which expired in April 2008, was nullified in June 2006 by
the German Federal Patent Court. However, Merck 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 another patent for Fosamax, which is relevant
to the composition of betapharms alendronate sodium product. 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 scheduled a hearing on the matter in March 2009. In
August 2007, Merck initiated patent infringement proceedings against betapharm before a German
civil court. In the oral hearing which took place in March 2009 at European Patent Office, the new
patent was nullified. There are other jurisdictions within Europe where Mercks 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.
30
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
21. Contingencies (continued)
Oxycodon, Germany litigation
The Company is aware of litigation with respect to one of its suppliers for oxycodon, which is
sold by the Company and other generic pharmaceutical companies in Germany. In April 2007, a German
trial court rejected an application for an interim order by the innovator company against the
Companys supplier. The innovator has filed an infringement suit of formulation patents against the
Companys supplier in the German Civil Court of Mannheim as well as in Switzerland (where the
product is manufactured). The Companys supplier and all licensees have filed a nullity petition at
the German Federal Patent Court, and have also filed a Declaration of Intervention Against at the
European Patent Office. The German court in Mannheim decided that the Companys suppliers product
is non-infringing, but the innovator appealed the decision. The appeal is pending. As of June 30,
2009, based on a legal evaluation, the Company continues to sell this product.
Olanzapine, Canada litigation
The Company supplies certain generic products, including olanzapine tablets (the generic
version of Eli Lillys Zyprexa® tablets), to Pharmascience, Inc. for sale in Canada. Several
generic pharmaceutical manufacturers have challenged the validity of the Zyprexa patents in Canada.
In June 2007, the Canadian Federal Court held that the invalidity allegation of one such
challenger, Novopharm Ltd., was justified and denied Eli Lillys request for an order prohibiting
sale of the product. Eli Lilly responded by suing Novopharm for patent infringement. Eli Lilly
also sued Pharmascience for patent infringement, but that litigation was dismissed after the
parties agreed to be bound by the final outcome in the Novopharm case. As reflected in Eli Lillys
regulatory filings, the settlement allows Pharmascience to market olanzapine tablets subject to a
contingent damages obligation should Eli Lilly be successful in its litigation against Novopharm.
The Companys agreement with Pharmascience includes a provision under which the Company shares a
portion of all cost and expense incurred as a result of settling lawsuits or paying damages that
arise as a consequence of selling the products. For the preceding reasons, the Company is exposed
to potential damages in an amount that may equal the Companys profit share derived from sale of
the product. A trial for Novopharm case concluded in April 2009. At this stage, the outcome of
this litigation cannot be predicted.
Environmental matter
The Indian Council for Environmental Legal Action filed a writ in 1989 under Article 32 of the
Constitution of India against the Union of India and others in the Supreme Court of India for the
safety of people living in the Patancheru and Bollarum areas of Medak district of Andhra Pradesh.
The Company has been named in the list of polluting industries. In 1996, the Andhra Pradesh
District Judge proposed that the polluting industries compensate farmers in the Patancheru,
Bollarum and Jeedimetla areas for discharging effluents which damaged the farmers agricultural
land. The compensation was fixed at Rs.1.30 per acre for dry land and Rs.1.70 per acre for wet
land. Accordingly, the Company has paid a total compensation of Rs.3. The matter is pending in the
courts and the possibility of additional liability is remote. The Company would not be able to
recover the compensation paid, even if the decision of the court is in favor of the Company.
Indirect taxes related matter
During the year ended March 31, 2003, the Central Excise Authorities of India (the
Authorities) issued a demand notice to a vendor of the Company regarding the assessable value of
products supplied by this vendor to the Company. The Company has been named as a co-defendant in
this demand notice. The Authorities demanded payment of Rs.176 from the vendor, including penalties
of Rs.90. Through the same notice, the Authorities issued a penalty claim of Rs.70 against the
Company. During the year ended March 31, 2005, the Authorities issued an additional notice to this
vendor demanding Rs.226 from the vendor, including a penalty of Rs.51. Through the same notice, the
Authorities issued a penalty claim of Rs.7 against the Company. Furthermore, during the year ended
March 31, 2006, the Authorities issued an additional notice to this vendor demanding Rs.34. The
Company has filed appeals against these notices. In August and September 2006, the Company attended
the hearings conducted by the Customs, Excise and Service Tax Appellate Tribunal (the CESTAT) on
this matter. In October 2006, the CESTAT passed an order in favor of the Company setting aside all
of the above demand notices. In July 2007, the Authorities appealed against CESTATs order in the
Supreme Court. The matter is pending in the Supreme Court.
31
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in millions, except share and per share data)
21. Contingencies (continued)
Regulatory matters
In November 2007, the Attorneys General of the State of Florida and the Commonwealth of
Virginia each issued subpoenas to the Companys U.S. subsidiary, Dr. Reddys Laboratories, Inc.
(DRLI). In March 2008, the Attorney General of the State of Michigan issued a Civil
Investigative Demand (CID) to DRLI. These subpoenas and the CID generally required the
production of documents and information relating to the development, sales and marketing of the
products ranitidine, fluoxetine and buspirone, all of which were sold by Par Pharmaceuticals Inc.
(Par) pursuant to an agreement between Par and DRLI. DRLI has responded to these requests, and
will continue to cooperate with the Attorneys General in these investigations if it is asked to do
so.
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.
32
ITEM 2. OPERATING AND FINANCIAL REVIEW
The following discussion and analysis should be read in conjunction with the 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,
2009, all of which is on file with the SEC (our Form 20-F) and the unaudited condensed
consolidated interim financial statements contained in this Report on Form 6-K and the related
statement of cash flow and notes (collectively, the Financial Statements).
This discussion contains forward-looking statements that involve risks and uncertainties. When
used in this discussion, the words anticipate, believe, estimate, intend, will and
expect and other similar expressions as they relate to us or our business are intended to
identify such forward-looking statements. We undertake no obligation to publicly update or revise
the forward-looking statements, whether as a result of new information, future events, or
otherwise. Actual results, performances or achievements could differ materially from those
expressed or implied in such forward-looking statements. Factors that could cause or contribute to
such differences include those described under the heading Risk Factors in our Form 20-F. Readers
are cautioned not to place reliance on these forward-looking statements that speak only as of their
dates.
Three months ended June 30, 2009 compared to the three months ended June 30, 2008
The following table sets forth, for the periods indicated, our consolidated revenues and gross
profits by segment:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Rs. in millions) |
|
|
(Rs. in millions) |
|
|
|
Three months ended June 30, 2009 |
|
|
Three months ended June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
profit % |
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
profit % |
|
|
|
|
|
|
|
% to |
|
|
Gross |
|
|
to |
|
|
|
|
|
|
% to |
|
|
Gross |
|
|
to |
|
|
|
Revenues |
|
|
total |
|
|
profit |
|
|
revenues |
|
|
Revenues |
|
|
total |
|
|
profit |
|
|
revenues |
|
|
|
|
Pharmaceutical
Services and Active
Ingredients |
|
Rs. |
4,869 |
|
|
|
27 |
% |
|
Rs. |
1,704 |
|
|
|
35 |
% |
|
Rs. |
4,613 |
|
|
|
31 |
% |
|
|
1,499 |
|
|
|
32 |
% |
Global Generics |
|
|
13,020 |
|
|
|
71 |
% |
|
|
8,313 |
|
|
|
64 |
% |
|
|
10,287 |
|
|
|
68 |
% |
|
|
5,942 |
|
|
|
58 |
% |
Proprietary Products |
|
|
112 |
|
|
|
1 |
% |
|
|
73 |
|
|
|
65 |
% |
|
|
39 |
|
|
|
1 |
% |
|
|
31 |
|
|
|
31 |
% |
Others |
|
|
188 |
|
|
|
1 |
% |
|
|
82 |
|
|
|
44 |
% |
|
|
99 |
|
|
|
|
|
|
|
22 |
|
|
|
59 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Rs. |
18,189 |
|
|
|
100.0 |
% |
|
Rs. |
10,172 |
|
|
|
56 |
% |
|
Rs. |
15,038 |
|
|
|
100.0 |
% |
|
Rs. |
7,494 |
|
|
|
50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
Percentage |
|
|
Three months ended June 30, |
|
Increase/(Decrease) |
|
|
2009 |
|
2008 |
|
|
|
|
Revenues |
|
|
100 |
% |
|
|
100 |
% |
|
|
21 |
% |
Gross profit |
|
|
56 |
% |
|
|
50 |
% |
|
|
36 |
% |
Selling, general and administrative expenses |
|
|
33 |
% |
|
|
34 |
% |
|
|
17 |
% |
Research and development expenses |
|
|
5 |
% |
|
|
7 |
% |
|
|
(6 |
)% |
Other (income)/expense, net |
|
|
|
|
|
|
2 |
% |
|
NC |
* |
Results from operating activities |
|
|
18 |
% |
|
|
7 |
% |
|
|
195 |
% |
Finance (income)/expense, net |
|
|
1 |
% |
|
|
(1 |
)% |
|
NC |
* |
Profit before income taxes |
|
|
17 |
% |
|
|
8 |
% |
|
|
165 |
% |
Income tax (expense)/benefit, net |
|
|
(4 |
)% |
|
|
(1 |
)% |
|
NC |
* |
Profit for the period |
|
|
13 |
% |
|
|
7 |
% |
|
|
120 |
% |
33
Revenues
|
|
Our overall revenues increased by 21% to Rs.18,189 million in the three months ended June
30, 2009, from Rs.15,038 million in the three months ended June 30, 2008. In November 2008, we
launched sumatriptan, our authorized generic version of Imitrex®, in the United States. In the
three months ended June 30, 2009, U.S. sumatriptan sales contributed Rs.2,054 million to our
overall revenues. Excluding the revenues from sumatriptan sales, our revenues grew by 7% to
Rs.16,135 million during the three months ended June 30, 2009. |
|
|
|
Revenues from our Pharmaceutical Services and Active Ingredients segment increased by 6% to
Rs.4,869 million during the three months ended June 30, 2009, from Rs.4,613 million during the
three months ended June 30, 2008. The increase was driven by a growth in revenues from Europe
by 27% and our Rest of the World markets (i.e., all markets other than North America,
Europe, Russia and other countries of the former Soviet Union and India) by 9%. Such growth
was partially offset by a decrease in revenues from North America by 8% and India by 13%. |
|
|
|
Revenues from our Global Generics segment increased by 27% to Rs.13,020 million during the
three months ended June 30, 2009, from Rs.10,287 million during the three months ended June
30, 2008. The increase was driven by a growth in revenues from North America (the United
States and Canada), India and our Rest of the World markets. Such growth was partially
offset by a decrease in our revenues from Europe. U.S. sumatriptan sales accounted for
Rs.2,054 million of this segments revenues in the three months ended June 30, 2009. |
|
|
|
During the three months ended June 30, 2009, we received 40% of our total revenues from
North America (the United States and Canada), 20% of our revenues from Europe, 17% of our
revenues from India, 10% of our revenues from Russia and other countries of the former Soviet
Union, and 13% of our revenues from our Rest of the World markets. |
|
|
|
During the three months ended June 30, 2009, on an average basis, the Indian rupee
depreciated by approximately 17% against the U.S. dollar compared to the average exchange rate
for the three months ended June 30, 2008. This depreciation had a positive impact on our
sales because of the increase in Rupee realization from sales denominated in U.S. dollars. |
Revenues Segment analysis
Pharmaceutical Services and Active Ingredients (PSAI)
During the three months ended June 30, 2009, revenues from our PSAI segment constituted 27% of
our total revenues, as compared to 31% during the three months ended June 30, 2008. Revenues in
this segment increased by 6% to Rs.4,869 million during the three months ended June 30, 2009, as
compared to Rs.4,613 million during the three months ended June 30, 2008.
During the three months ended June 30, 2009, revenues in India accounted for 13% of our
revenues from this segment, as compared to 16% during the three months ended June 30, 2008.
Revenues in India decreased by 13% to Rs.629 million during the three months ended June 30, 2009,
as compared to Rs.722 million during the three months ended June 30, 2008. This decrease was
primarily due to a decline in revenues from sales of ciprofloxacin and enrofloxacin. which were
partially offset by growth in revenues from sales of ranitidine and clopidogrel.
Revenues from outside India constituted 87% of our total revenues during the three months
ended June 30, 2009, as compared to 84% during the three months ended June 30, 2008. Revenues from
outside India increased by 9% to Rs.4,241 million during the three months ended June 30, 2009, from
Rs.3,890 million during the three months ended June 30, 2008.
Revenues in North America (the United States and Canada) decreased by 8% to Rs.995 million
during the three months ended June 30, 2009 from Rs.1,085 million during the three months ended
June 30, 2008. The decrease was largely due to lower revenues from sales of naproxen, finasteride,
rabeprazole sodium and sertraline.
Revenues in Europe increased by 27% to Rs.1,371 million during the three months ended June 30,
2009 from Rs.1,080 million during the three months ended June 30, 2008. The increase was mainly due
to an increase in revenues from sales of gemcitabine and montelukast, partially offset by a
decrease in revenues from sales of olanzapine, clopidogrel and ramipril.
Revenues in our Rest of the World markets increased by 9% to Rs.1,875 million during the
three months ended June 30, 2009, from Rs.1,726 million during the three months ended June 30,
2008. This increase was primarily due to growth in sales in Peru, Iran and Colombia, which was
partially offset by decreases in sales in Mexico and Turkey.
34
Global Generics
During the three months ended June 30, 2009, revenues from our Global Generics segment
constituted 71% of our total revenues, as compared to 68% during the three months ended June 30,
2008. Revenues increased by 27% to Rs.13,020 million during the three months ended June 30, 2009
from Rs.10,287 million during the three months ended June 30, 2008.
Revenues in India constituted 18% of our total Global Generics segments revenues during the
three months ended June 31, 2008, as compared to 21% during the three months ended June 30, 2008.
Revenues in India increased by 9% to Rs.2,393 million during the three months ended June 30, 2009,
from Rs.2,202 million during the three months ended June 30, 2008. The increase in revenues was due
to growth in sales volumes of key brands Razo, our brand of rabeprazole, Omez, our brand of
omeprazole, and Nise, our brand of nimesulide. This growth was offset by a decrease in sales of
Reditux, our brand of nituximab, and Enam, our brand of enalapril. New products launched in India
accounted for Rs.90 million of this segments revenues during the three months ended June 30, 2009.
Revenues from outside India constituted 82% of our total Global Generics segments revenues
during the three months ended June 30, 2009, as compared to 79% during the three months ended June
30, 2008. Revenues from outside India increased by 31% to Rs.10,627 million during the three months
ended June 30, 2009, from Rs.8,085 million during the three months ended June 30, 2008.
Revenues in North America (the United States and Canada) increased by 115% to Rs.6,026 million
during the three months ended June 30, 2009 from Rs.2,808 million during the three months ended
June 30, 2008. This increase was primarily due to increases in revenues from sumatriptan, our
authorized generic version of Imitrex®, which we launched in November 2008, and which contributed
Rs.2,054 million to our revenues during the three months ended June 30, 2009. Excluding the
revenues from sumatriptan sales, the revenues in North America grew by 41% to Rs.3,972 million
during the three months ended June 30, 2009. This increase was mainly due to growth in sales of
simvastatin, omeprazole and pravastatin, which was partially offset by decreases in sales from
fexofenadine and finasteride.
Revenues in Europe decreased by 26% to Rs.2,109 million during the three months ended June 30,
2009, as compared to Rs.2,862 million during the three months ended June 30, 2008. Revenues of
betapharm decreased from Rs.2,521 million during the three months ended June 30, 2008 to Rs.1,606
million during the three months ended June 30, 2009. This decrease in revenues was primarily due
to decreases in revenues from sales of Alendronate beta, our brand of alendronate, and Trambeta,
our brand of tramadol, which were partially offset by an increase in sales of Oxycodon HCL beta,
our brand of oxycodone. Lower sales for these products were mainly due to the
decreased purchases, during the months of April and May 2009, by stockists in anticipation of reduced pricing which was
expected to result under the AOK tender contracts once they became effective in June 2009.
Revenues in Russia increased marginally by
2% to Rs.1,529 million during the three months ended June 30, 2009, from Rs.1,498 million during
the three months ended June 30, 2008. Revenues from other countries of the former Soviet Union
decreased by 20% to Rs.342 million during the three months ended June 30, 2009, as compared to
Rs.429 million during the three months ended June 30, 2008. This decrease was primarily due to a
decrease in revenues in Kazakhstan and Ukraine, which was partially offset by an increase in
revenues in Belarus and Uzbekistan.
Revenue from other markets grew by 28% to Rs.621 million during the three months ended June
30, 2009, as compared to Rs.487 million during the three months ended June 30, 2008, driven by
growth of revenues in Venezuela, Jamaica and Vietnam.
Gross Margin
Total gross margin as a percentage of total revenues was 56% during the three months ended
June 30, 2009, as compared to 50% during the three months ended June 30, 2008. Total gross margin
increased to Rs.10,172 million during the three months ended June 30, 2009 from Rs.7,494 million
during the three months ended June 30, 2008.
Pharmaceutical Services and Active Ingredients
Gross margin of this segment increased to 35% of this segments revenues during the three
months ended June 30, 2009, as compared to 32% of this segments revenues during the three months
ended June 30, 2008. The increase in gross margin was mainly due to a decline in sales of naproxen,
which contributed lower margins, and also due to changes in the sales mix of the products (i.e., an
increase in the proportion of sales of lower gross margin products and a decrease in the proportion
of sales of higher gross margin products).
Global Generics
Gross margin of this segment increased to 64% of this segments revenues during the three
months ended June 30, 2009, as compared to 58% of this segments revenues during the three months
ended June 30, 2008. The increase was primarily due to the high margin revenues from the U.S. sales
of sumatriptan.
35
Selling, general and administrative expenses
Selling, general and administrative expenses as a percentage of total revenues were 33% during
the three months ended June 30, 2009, as compared to 34% during the three months ended June 30,
2008. Selling, general and administrative expenses increased by 17% to Rs.5,927 million during the
three months ended June 30, 2009, from Rs.5,086 million during the three months ended June 30,
2008. In the current period, we recorded a one-time charge of Rs.482 million related to termination
benefits payable to a set of identified employees in Germany. We have also announced the closure of
our research facility at Atlanta, Georgia in the United States, which triggered one-time closure
related costs in the three months ended June 30, 2009. Other than the above one-time expenses, the
balance of the increase in selling, general and administrative expenses was attributable to an
increase in employee cost, which was in line with an increase in head count and annual raises, and
an increase in marketing expenses due to increased marketing activities for new product launches in
our Global Generics and Proprietary Products segments.
Furthermore, amortization expenses increased by 35% to Rs.507 million during the three months
ended June 30, 2009, from Rs.377 million during the three months ended June 30, 2008. The increase
was primarily due to the amortization of our beta trademark/brand in Germany with effect from the
three months ended June 30, 2009. This trademark/brand, which had previously been considered an
indefinite life intangible asset, was re-assessed and determined to be a finite life intangible
asset with a useful life of 12 years due to its reduced influence in the German market.
Research and development expenses
Research and development costs decreased by 6% to Rs.985 million during the three months ended
June 30, 2009, from Rs.1,050 million during the three months ended June 30, 2008. As a percentage
of revenues, research and development expenditures accounted for 5% of our total revenues in the
three months ended June 30, 2009, as compared to 7% during the three months ended June 30, 2008.
This decrease was primarily attributable to lower research and development activity undertaken
during the three months ended June 30, 2009.
Other (income)/expense, net
During the three months ended June 30, 2009, we recorded net other income of Rs.35 million, as
compared to the net other expense of Rs.242 million during the three months ended June 30, 2008.
The three months ended June 30, 2008 had a provision of Rs.515 million towards the estimated
damages payable to Eli Lilly relating to its olanzapine patent in Germany, which provision was
partly offset by a gain of Rs.150 million on account of negative goodwill arising from the
acquisition of The Dow Chemical Companys small molecule business.
Results from operating activities
As a result of the foregoing, our results from operating activities increased to Rs.3,295
million during the three months ended June 30, 2009, as compared to a profit of Rs.1,118 million
during the three months ended June 30, 2008.
Finance income/(expense), net
During the three months ended June 30, 2009, our net finance expense was Rs.135 million, as
compared to net finance income of Rs.77 million during the three months ended June 30, 2008.
During the three months ended June 30, 2009, our finance income, excluding foreign exchange
gain/loss, decreased by 39% to Rs.88 million, from Rs.144 million during the three months ended
June 30, 2008. The decrease was attributable to a decrease in our interest income from fixed
deposits resulting from a reduction in our fixed deposits base as well as a decline in gains on
sales of investments. During the three months ended June 30, 2009, our interest expense decreased
by 43% to Rs.139 million, from Rs.243 million during the three months ended June 30, 2008. This
decrease was primarily due to a decline in interest rates on our long term borrowings, which was
partially offset by an increase in our packing credit loans in foreign currencies.
Foreign exchange loss was Rs.84 million for the three months ended June 30, 2009, as compared
to foreign exchange gain of Rs.176 million for the three months ended June 30, 2008.
Profit before income taxes
As a result of the foregoing, profit before income taxes increased to Rs.3,171 million during
the three months ended June 30, 2009, as compared to profit before income taxes of Rs.1,195 million
during the three months ended June 30, 2008.
36
Income tax expense
Income tax expense was Rs.726 million during the three months ended June 30, 2009, as compared to
an income tax expense of Rs.84 million during the three months ended June 30, 2008. The increase in
the current quarter tax expense, after taking into account the absence in the current period of the
below referenced olanzapine litigation tax benefit which applied during the three months ended June
30, 2008, is in line with the increase in profitability base Our consolidated effective tax rate
for the three months ended June 30, 2009 and June 30, 2008 was 22.90% and 7.02%, respectively. The
effective tax rate for the three months ended June 30, 2009 increased significantly because of the
following factors:
|
|
Increase in our projected annual profits in jurisdictions having higher tax
rates for the current fiscal year 2010; and
|
|
|
|
During the three months ended June 30, 2008, the effective tax rate included a tax benefit
that arose in our German operations largely on account of a provision for damages in the
olanzapine litigation between Eli Lilly and the Company in Germany, as described in the
Companys Annual Report on Form 20-F for the fiscal year ended March 31, 2009. The effective
tax rate during the three months ended June 30, 2009 did not enjoy any such tax benefit. |
Profit for the period
As a result of the above, our net profit increased to Rs.2,445 million during the three months
ended June 30, 2009, as compared to a net profit of Rs.1,111 million during the three months ended
June 30, 2008.
37
ITEM 3. LIQUIDITY AND CAPITAL RESOURCES
We have primarily financed our operations through cash flows generated from operations and
short term loans and borrowings for working capital. Our principal liquidity and capital needs are
for making investments, the purchase of property, plant and equipment, and regular business
operations.
As part of our growth strategy, we continue to review opportunities to acquire companies,
complementary technologies or product rights. To the extent that any such acquisitions involve cash
payments, rather than the issuance of shares, we may need to borrow from banks or raise additional
funds from the debt or equity markets.
The following table summarizes our statements of cash flows for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2009 |
|
|
2009 |
|
|
2008 |
|
|
|
(Rs. in millions , U.S.$ in thousands) |
|
Net cash from/(used in): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
Rs. |
4,571 |
|
|
U.S.$ |
96 |
|
|
Rs. |
919 |
|
Investing activities |
|
|
(567 |
) |
|
|
(12 |
) |
|
|
(2,885 |
) |
Financing activities |
|
|
(3,949 |
) |
|
|
(83 |
) |
|
|
(2,389 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
Rs. |
5 |
|
|
U.S.$ |
1 |
|
|
Rs. |
(4,355 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Activities
The net cash inflow in operating activities was Rs.4,571 million for the three months ended
June 30, 2009, as compared to a net cash inflow from operating activities of Rs.919 million for the
three months ended June 30, 2008. The net cash provided by operating activities increased
significantly during the current period primarily on account of:
|
|
an increase in net profits for the period by Rs.1,334 million, primarily due to the launch
of sumatriptan, our authorized generic version of Imitrex®; and |
|
|
|
a significant increase in cash inflow on account of higher collections of receivables from
customers. |
Investing Activities
Our investing activities resulted in a net cash outflow of Rs.567 million for the three months
ended June 30, 2009, as compared to a net cash outflow of Rs.2,885 million for the three months
ended June 30, 2008. This decrease in cash outflow from investing activities was primarily due to
the fact that cash outflow during the three months ended June 30, 2008 included cash used by us
during that period to acquire the Dowpharma Small Molecules business, BASFs manufacturing facility
in Shreveport, Louisiana and Jet Generici Srl.
Financing Activities
Our financing activities resulted in a net cash outflow of Rs.3,949 million for the three
months ended June 30, 2009, as compared to a net cash outflow of Rs.2,389 million for the three
months ended June 30, 2008. The increase in net cash outflow from financing activities was
primarily due to repayment of short term borrowings during the three months ended June 30, 2009,
which were borrowed to fund our short term working capital requirements, and repayment of long term
debt in accordance with agreed repayment terms with lenders.
The following table provides a list of our principal debts outstanding as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
Debt |
Principal Amount |
|
|
Interest Rate |
|
(Rs. in millions, U.S.$/ EURO in millions ) |
|
|
|
Short-term borrowings from |
|
|
|
|
|
|
|
|
|
Rupee borrowings-7.52% |
banks (for working capital) |
Rs. |
3251 |
|
|
U.S.$ |
28 |
|
|
|
Foreign currency borrowings LIBOR+ 100 - 225bps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rupee borrowings-2.00% |
Long term loans |
Rs. |
12,858 |
|
|
U.S.$ |
10 |
|
|
|
Foreign currency borrowings LIBOR + 70 bps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EURO |
183 |
|
|
|
EURIBOR + 70 bps |
38
ITEM 4. RECENT DEVELOPMENTS
In May 2009, we announced that, during the three month period ending September 30, 2009, our
drug discovery operations at Hyderabad, India will be consolidated with Aurigene Discovery
Technologies Limited (Aurigene), one of our wholly-owned subsidiaries. Aurigene is a partnership
based drug discovery biotechnology company headquartered in Bangalore, India. Our discovery
research business resources (i.e., employees, facility and infrastructure) will be transferred to
Aurigene, which will now operate out of two sites: Bangalore and Hyderabad. In addition, we will be
creating a new group to focus on proprietary products development, which will be responsible for
building our proprietary, branded research and development portfolio in collaboration with various
partners and service providers. This organization will work with Aurigene and other discovery
biotechnology companies to ensure effective management of our ongoing and future drug discovery
programs. All of the existing intellectual property of our drug discovery operations will be owned
and managed by this new group. This group will also have responsibility for our research and
development portfolio and our differentiated formulations efforts. As part of the reorganization,
we will close our research facility located in Atlanta, Georgia, U.S.A.
In June 2009, we entered into a partnership with GlaxoSmithKline plc (GSK) to develop and
market select products across emerging markets outside India. Under the terms of the agreement, GSK
has access to our diverse portfolio and future pipeline of more than 100 branded pharmaceuticals in
certain therapeutic segments. The products will be manufactured by us and will be licensed and
supplied to GSK in various emerging markets such as Africa, the Middle East, Latin America and Asia
Pacific, excluding India. Revenues will be reported by GSK and will be shared with us in accordance
with the terms of the agreement. In certain markets, products will be co-marketed by us and GSK.
In June 2009, the Allgemeinen Ortsrankenkassen (AOK), one of the largest SHI funds in
Germany, announced that it planned initiation of the next European Union wide tenders (i.e.,
competitive bidding processes) in August 2009. The tenders will be divided in 5 regional lots and
shall cover 94 drugs and drugs combinations. The supply under the tender will be for a period of
two years.
In June 2009, the management and works councils (i.e., organizations representing workers) of
our German subsidiaries, betapharm and Reddy Holding GmbH, entered into a reconciliation of
interest agreement, which sets out a workforce reduction and the overall termination benefits
payable to identified employees. The agreement was necessary to achieve a more sustainable
workforce structure in light of the current climate within the German generic pharmaceuticals
industry.
On June 5, 2009, we received approval from the U.S. FDA for our ANDA for omeprazole mg OTC.
In March 2009, the U.S. District Court in the Southern District of New York had granted summary
judgment in our favor, finding that the Omeprazole Mg OTC ANDA filed by us does not infringe the
patents related to Astra Zenecas Prilosec OTC®. Omeprazole mg is indicated for the treatment of
heartburn and our formulation contains 20.6 mg of omeprazole magnesium salt. Preparations for the
launch of our product are under way.
39
ITEM 5. TREND INFORMATION
Global Generics
The United States, Germany, India, Russia and other countries of former Soviet Union are the
most significant key strategic markets for our Global Generics business, accounting for more than
90% of the revenues of this segment for the three months ended June 30, 2009. In all of these
markets, excluding Germany, we continue to grow our revenues as a result of our product franchise
and customer and distributor relationships built over the years.
In the United States, our revenues for the quarter ended June 30, 2009 represented an increase
of 115%, as compared to our revenues for the quarter ended June 30, 2008, led by growth of both
existing products and new products, particularly sumatriptan (our authorized generic version of
Imitrex®). We are also looking at new channels of growth in the coming years through our
over-the-counter business and government business to further increase the scale of our generic
pharmaceuticals business in the United States. In the next few years, a large number of U.S.
pharmaceutical related patents are set to expire and we have positioned our pipeline and
infrastructure capabilities to address a substantial portion of these expirations. We intend to
expand our portfolio over the next few years by adding solid dosage forms, as well as alternate
dosage forms, and by complementing our internal product development effort through business
alliances. We intend to broaden not only our customer base but also our products, by focusing more
on difficult-to-make and limited competition products. In the past several years, we have settled
multiple Paragraph IV lawsuits under the Hatch-Waxman Act, and these settlements will result in
guaranteed product launches. These settlements, together with any 180-day exclusivity periods that
we may obtain under our other Paragraph IV filings and with our focus on difficult-to-make generic
products, are part of our strategy to achieve the goal of at least one opportunity with limited
competition every year for the next few years. We expect that these product launches will augment
our growing base revenues. As of June 30, 2009, we had filed a total of 139 ANDAs with the U.S.
FDA, of which 67 were pending approval.
In Germany, starting in June 2009, product supplies commenced under the contracts awarded by
AOK in its competitive bidding (or tender) process. Our revenue from Germany for the three
months ended June 30, 2009 was Euros 24 million, representing a 38% decline over the three months
ended June 30, 2008 due to decreased sales volumes as a result of contracts which were awarded to
third parties in the AOK tender. For the 8 products that we won in the AOK tender, we have seen a
significant increase in the volumes and reduction in the margins, while we have seen a fall in the
sales volumes of our other products in Germany. We believe that ongoing health care reforms and
changing market dynamics, in terms of a move to a commoditized market environment, will continue to
cause pressure on price realization for our product portfolio in Germany, leading to a business
model of high volumes and low margins. To a major extent, we have realigned our organizational
structure and cost base in betapharm to remain competitive in this emerging scenario. We expect
continuing challenges in this market as we continue to see a significant decline in prices, and the
trend in the balance of the market moving to a tender based model. This will likely cause our
revenues and profits for the fiscal year ending March 31 2010 to be lower than the fiscal year
ended March 31 2009.
In India, Operations Research Group International Medical Statistics (ORG IMS) has noted
that the Indian pharmaceutical market is projected to grow at 12-14% per annum between 2008 and
2020, achieving a terminal market value of U.S.$30 billion. The major growth influencers will be
population dynamics, high disease prevalence, increased health care access, changing health care
models and greater capacity to spend. According to ORG IMS in its June 2009 moving quarterly total
report, the Indian pharmaceutical market continues to be highly fragmented and dominated by Indian
companies. As per this report, the Indian pharmaceutical industry recorded a growth in value
(defined in terms of revenues) of 13.2% over the previous year while we recorded a growth of 15.5%
in revenues from sales in India. This higher than industry growth was primarily due to revenues
from new product launches in India, as well as our initiatives in supply chain excellence. Six of
our brands continue to be ranked among the top 300 brands in India in terms of sales. Our leading
brand Omez, including the umbrella of all products launched under the Omez brand, reached sales of
approximately Rs.1 billion for the year ended March 31, 2009. India still continues to contribute
to our overall profitability because of the strong brand franchise that we enjoy with our
customers. Also contributing to the attractiveness of the Indian market is our growing and niche
presence in dermatology, dental, urology and oncology therapeutic areas, especially our biologics
products in the oncology area.
In Russia, the ongoing financial crisis has impacted liquidity in the market. We continue to
maintain our focus on receivables and credit terms. According to Pharmexpert, a market research
firm, in its April-June 2009 report, the secondary prescription sales trend for the Russian generic
pharmaceuticals market as compared to same period last year indicates a decline of 5% in U.S.
dollar value, but growth of 34% in rouble value terms. During the same period, our secondary sales
grew by 3% in U.S. dollar value terms and 46% in rouble value terms. However in terms of volumes,
the growth was negative for both the
40
industry and us. The volumes were lower for us as compared to the previous year due to the
reduced purchase of goods by wholesalers and partly due to liquidity issues in the Russian economy.
As per the same report, we were ranked No. 13 in sales in Russia, with a market share of 1.46%.
Pharmaceutical Services and Active Ingredients
In this segment, we are focused on acquiring new customers and increasing our level of
engagement with existing customers in key global markets, by marketing additional products from our
product portfolio. We are also focused on identifying unique product opportunities in key markets
and protecting them through patenting strategies. In this segment, we also market process
development and manufacturing services to customers, primarily consisting of innovator
pharmaceutical and biotechnology companies, with an objective to become their preferred partner of
choice. Our focus is to leverage our skills in process development, analytical development,
formulation development and Current Good Manufacturing Practice (cGMP) manufacturing to serve the
customers needs. Changes in the business model for our services business are beginning to take
shape, and we are switching to a more product based service offering based on our rich pipeline of
active pharmaceutical ingredients combined with our intellectual property expertise.
For this segment, our revenues for the three months ended June 30, 2009 increased by
approximately 6%. With the reversal of the recessionary trends in some of the unregulated markets,
we are beginning to see traction for this business in these markets. In the regulated markets, we
have been able to create a strong pipeline of launches and key customers. The trend in our order
book, which had weakened in the second half of the previous year, has shown an improvement, up 27%
from the three months ended March 31, 2009. More than two-thirds of our order books are comprised
of orders for the regulated markets of North America and Europe, and we expect this segments
business to grow faster for the balance of the fiscal year ending March 31, 2010.
Our portfolio of drug master filings (DMFs) and intellectual property expertise provide us a
platform to become a partner of choice to innovators and large pharmaceutical companies. As of June
30, 2009, we had a pipeline of 355 DMFs, of which 148 were in the United States. With patent
expirations in several markets in the next few years, we intend to promote growth in the coming
years by leveraging our strong intellectual property expertise and DMF pipeline. The success of our
products in our key markets is contingent upon the extent of competition in the generics market,
and we anticipate that such competition will continue to be significant.
Proprietary Products
Our investments in research and development of new chemical entities (NCEs) have been
consistently focused towards developing promising therapeutics. Strategically, we continue to seek
licensing and development arrangements with third parties to further develop our pipeline products.
As part of our research program, we also pursue collaborations with leading institutions and
laboratories all over the world. Currently, one of our NCEs is going through Phase III clinical
trials. Some of our compounds are being developed in partnership with our partners, and the others
are being developed in-house. As we make progress in advancing our pipeline through various stages
of clinical development, we are also building capabilities in drug development. We believe this
will help to enhance the value of our NCE assets. We expect to further complement our internal
research and development efforts by pursuing strategic partnerships and alliances in our key focus
areas.
41
ITEM 6 EXHIBITS
|
|
|
|
|
Exhibit Number |
|
Description of Exhibits |
99.1 |
|
|
|
Independent Auditors Report on Review of Unaudited Condensed Consolidated Interim Financial
Information |
42
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: September 3, 2009 |
By: |
/s/ V.S. Suresh
|
|
|
|
Name: |
V.S. Suresh |
|
|
|
Title: |
Company Secretary |
|
43