6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Three Months Ended September 30, 2007
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):
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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if
submitted to furnish a report or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrants home country), or under the rules of the home
country exchange on which the registrants securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been distributed to the
registrants security holders, and, if discussing a material event, has already been the subject of
a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to registrant in connection with Rule
12g3-2(b): 82- .
TABLE OF CONTENTS
QUARTERLY REPORT
Three Months Ended September 30, 2007
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. orrupees or Indian rupees are
to the legal currency of India. Our financial statements are presented in Indian rupees and are
prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP).
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, to the FASB are to the Financial Accounting Standards Board, to SFAS are to the
Statements of Financial Accounting Standards, to SAB are to Staff Accounting Bulletin and to the
EITF are to the Emerging Issues Task Force.
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 September 28, 2007 for cable transfers
in Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York, which
was Rs.39.75 per U.S.$1.00. September 28, 2007 was the last day of the quarter ended September 30,
2007 for which the noon buying rate is available. No representation is made that the Indian rupee
amounts have been, could have been or could be converted into U.S. dollars at such a rate or any
other rate. Any discrepancies in any table between totals and sums of the amounts listed are due to
rounding.
Information contained in our website, www.drreddys.com, is not part of this quarterly report
and no portion of such information is incorporated herein.
Forward-Looking and Cautionary Statement
IN ADDITION TO HISTORICAL INFORMATION, THIS QUARTERLY REPORT CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A
DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE SECTION ENTITLED OPERATING AND
FINANCIAL REVIEW AND ELSEWHERE IN THIS REPORT. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
ON THESE FORWARD-LOOKING STATEMENTS, WHICH REFLECT OUR ANALYSIS ONLY AS OF THE DATE HEREOF. IN
ADDITION, READERS SHOULD CAREFULLY REVIEW THE INFORMATION IN OUR PERIODIC REPORTS AND OTHER
DOCUMENTS FILED AND/OR FURNISHED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) FROM TIME TO
TIME.
2
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
|
As of September 30, |
|
|
As of September 30, |
|
|
|
2007 |
|
|
2007 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
Convenience |
|
|
|
|
|
|
|
|
|
|
|
translation into U.S.$ |
|
ASSETS |
|
|
|
|
|
|
|
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|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Rs. |
17,981,447 |
|
|
Rs. |
8,445,185 |
|
|
U.S.$ |
212,457 |
|
Investment securities |
|
|
15,325 |
|
|
|
1,714,101 |
|
|
|
43,122 |
|
Restricted cash |
|
|
606,159 |
|
|
|
19,972 |
|
|
|
502 |
|
Accounts receivable, net of allowances |
|
|
7,518,878 |
|
|
|
8,390,127 |
|
|
|
211,072 |
|
Inventories |
|
|
7,545,580 |
|
|
|
9,620,273 |
|
|
|
242,019 |
|
Deferred income taxes and deferred charges |
|
|
557,792 |
|
|
|
477,449 |
|
|
|
12,011 |
|
Due from related parties |
|
|
145,086 |
|
|
|
172,812 |
|
|
|
4,347 |
|
Other current assets |
|
|
3,096,129 |
|
|
|
4,347,531 |
|
|
|
109,372 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
37,466,396 |
|
|
|
33,187,450 |
|
|
|
834,902 |
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
12,427,798 |
|
|
|
13,658,090 |
|
|
|
343,600 |
|
Due from related parties |
|
|
4,856 |
|
|
|
25,039 |
|
|
|
630 |
|
Investment securities |
|
|
1,089,950 |
|
|
|
483,199 |
|
|
|
12,156 |
|
Goodwill |
|
|
15,540,688 |
|
|
|
15,425,214 |
|
|
|
388,056 |
|
Intangible assets, net |
|
|
18,888,413 |
|
|
|
17,720,106 |
|
|
|
445,789 |
|
Other assets |
|
|
501,002 |
|
|
|
500,050 |
|
|
|
12,580 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
Rs. |
85,919,103 |
|
|
Rs. |
80,999,147 |
|
|
U.S.$ |
2,037,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
LIABILITIES AND STOCKHOLDERS EQUITY |
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|
|
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|
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Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings from banks |
|
Rs. |
3,212,676 |
|
|
Rs. |
1,841,589 |
|
|
U.S.$ |
46,329 |
|
Current portion of long-term debt |
|
|
3,670,266 |
|
|
|
2,198,998 |
|
|
|
55,321 |
|
Trade accounts payable |
|
|
4,754,978 |
|
|
|
5,955,789 |
|
|
|
149,831 |
|
Due to related parties |
|
|
871 |
|
|
|
58,032 |
|
|
|
1,460 |
|
Accrued expenses |
|
|
3,958,539 |
|
|
|
2,945,102 |
|
|
|
74,091 |
|
Other current liabilities |
|
|
2,936,103 |
|
|
|
4,025,675 |
|
|
|
101,274 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
18,533,433 |
|
|
|
17,025,185 |
|
|
|
428,306 |
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, excluding current portion |
|
|
17,870,983 |
|
|
|
12,309,934 |
|
|
|
309,684 |
|
Deferred income taxes |
|
|
7,556,228 |
|
|
|
5,877,791 |
|
|
|
147,869 |
|
Other liabilities |
|
|
369,759 |
|
|
|
421,099 |
|
|
|
10,593 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
Rs. |
44,330,402 |
|
|
Rs. |
35,634,010 |
|
|
U.S.$ |
896,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
10,473 |
|
|
|
6,353 |
|
|
|
160 |
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity shares at Rs.5 par value: 200,000,000 shares
authorized; issued and outstanding: 167,912,180 shares
and 168,097,442 shares as of March 31, 2007 and
September 30, 2007, respectively |
|
Rs. |
839,561 |
|
|
Rs. |
840,488 |
|
|
U.S.$ |
21,144 |
|
Additional paid-in capital |
|
|
19,908,837 |
|
|
|
20,002,082 |
|
|
|
503,197 |
|
Equity options outstanding |
|
|
564,937 |
|
|
|
588,379 |
|
|
|
14,802 |
|
Retained earnings |
|
|
20,091,135 |
|
|
|
23,850,559 |
|
|
|
600,014 |
|
Equity shares held by a controlled trust: 82,800 shares |
|
|
(4,882 |
) |
|
|
(4,882 |
) |
|
|
(122 |
) |
Accumulated other comprehensive income |
|
|
178,640 |
|
|
|
82,158 |
|
|
|
2,067 |
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
41,578,228 |
|
|
|
45,358,784 |
|
|
|
1,141,101 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
Rs. |
85,919,103 |
|
|
Rs. |
80,999,147 |
|
|
U.S.$ |
2,037,713 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the unaudited condensed consolidated financial statements
3
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
September 30 |
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$ |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales, net of allowances for sales
returns (includes excise duties of Rs.645,493,
Rs.170,208, Rs.1,293,952 and Rs.326,269 for the
three months ended September 30, 2006 and 2007
and six months ended September 30, 2006 and 2007,
respectively) |
|
Rs. |
19,849,781 |
|
|
Rs. |
12,304,529 |
|
|
Rs. |
33,767,973 |
|
|
Rs. |
24,225,431 |
|
|
U.S.$ |
609,445 |
|
License fees |
|
|
204 |
|
|
|
234 |
|
|
|
23,220 |
|
|
|
425 |
|
|
|
11 |
|
Service income |
|
|
188,560 |
|
|
|
146,450 |
|
|
|
296,758 |
|
|
|
208,414 |
|
|
|
5,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,038,545 |
|
|
|
12,451,213 |
|
|
|
34,087,951 |
|
|
|
24,434,270 |
|
|
|
614,699 |
|
Cost of revenues |
|
|
11,750,272 |
|
|
|
6,169,701 |
|
|
|
19,710,729 |
|
|
|
12,083,881 |
|
|
|
303,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
8,288,273 |
|
|
|
6,281,512 |
|
|
|
14,377,222 |
|
|
|
12,350,389 |
|
|
|
310,702 |
|
Operating expenses, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
3,667,484 |
|
|
|
4,009,927 |
|
|
|
7,013,605 |
|
|
|
7,141,035 |
|
|
|
179,649 |
|
Research and development expenses, net |
|
|
401,548 |
|
|
|
809,569 |
|
|
|
934,422 |
|
|
|
1,615,846 |
|
|
|
40,650 |
|
Amortization expenses |
|
|
402,386 |
|
|
|
409,811 |
|
|
|
790,195 |
|
|
|
760,519 |
|
|
|
19,133 |
|
Foreign exchange (gain)/loss, net |
|
|
(54,751 |
) |
|
|
(255,262 |
) |
|
|
19,723 |
|
|
|
(540,298 |
) |
|
|
(13,592 |
) |
Other operating (income)/expenses, net |
|
|
(1,776 |
) |
|
|
331 |
|
|
|
(71,310 |
) |
|
|
1,138 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses, net |
|
|
4,414,891 |
|
|
|
4,974,376 |
|
|
|
8,686,635 |
|
|
|
8,978,241 |
|
|
|
225,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
3,873,382 |
|
|
|
1,307,136 |
|
|
|
5,690,587 |
|
|
|
3,372,149 |
|
|
|
84,834 |
|
Equity in (loss)/Gain of affiliates |
|
|
(21,385 |
) |
|
|
3,425 |
|
|
|
(36,730 |
) |
|
|
(603 |
) |
|
|
(15 |
) |
Other (expense)/income, net |
|
|
(321,227 |
) |
|
|
111,500 |
|
|
|
(517,885 |
) |
|
|
54,033 |
|
|
|
1,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interest |
|
|
3,530,770 |
|
|
|
1,422,061 |
|
|
|
5,135,972 |
|
|
|
3,425,579 |
|
|
|
86,178 |
|
Income taxes (expense)/benefit |
|
|
(737,091 |
) |
|
|
1,248,483 |
|
|
|
(944,631 |
) |
|
|
1,067,011 |
|
|
|
26,843 |
|
Minority interest |
|
|
4,004 |
|
|
|
1,097 |
|
|
|
3,954 |
|
|
|
4,120 |
|
|
|
104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
Rs. |
2,797,683 |
|
|
Rs. |
2,671,641 |
|
|
Rs. |
4,195,295 |
|
|
Rs. |
4,496,710 |
|
|
U.S.$ |
113,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per equity share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
Rs. |
18.23 |
|
|
Rs. |
15.89 |
|
|
Rs. |
27.34 |
|
|
Rs. |
26.76 |
|
|
U.S.$ |
0.67 |
|
Diluted |
|
Rs. |
18.15 |
|
|
Rs. |
15.84 |
|
|
Rs. |
27.23 |
|
|
Rs. |
26.66 |
|
|
U.S.$ |
0.67 |
|
Weighted average number of equity shares used in
computing earnings per equity share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
153,478,168 |
|
|
|
168,092,786 |
|
|
|
153,445,821 |
|
|
|
168,010,500 |
|
|
|
168,010,500 |
|
Diluted |
|
|
154,147,090 |
|
|
|
168,643,124 |
|
|
|
154,085,480 |
|
|
|
168,685,382 |
|
|
|
168,685,382 |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
4
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
(in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
No. of |
|
|
|
|
|
|
Paid In |
|
|
Comprehensive |
|
|
Comprehensive |
|
|
No. of |
|
|
|
shares |
|
|
Amount |
|
|
Capital |
|
|
Income |
|
|
Income |
|
|
shares |
|
|
|
|
Balance as of April 1, 2006 |
|
|
153,389,140 |
|
|
Rs. |
383,473 |
|
|
Rs. |
10,261,783 |
|
|
|
|
|
|
Rs. |
(33,563 |
) |
|
|
82,800 |
|
Stock dividend |
|
|
|
|
|
|
383,789 |
|
|
|
(383,789 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of equity shares on
exercise of options |
|
|
126,464 |
|
|
|
316 |
|
|
|
52,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
4,195,295 |
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
369,377 |
|
|
|
369,377 |
|
|
|
|
|
Unrealized gain on investments,
net of tax expense of Rs.6,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,240 |
|
|
|
25,240 |
|
|
|
|
|
Cumulative impact of adoption of
SFAS 123R |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
4,589,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2006 |
|
|
153,515,604 |
|
|
Rs. |
767,578 |
|
|
Rs. |
9,930,832 |
|
|
|
|
|
|
Rs. |
361,054 |
|
|
|
82,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into U.S.$ |
|
|
|
|
|
U.S.$ |
16,705 |
|
|
U.S.$ |
216,123 |
|
|
|
|
|
|
U.S.$ |
7,858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2007 |
|
|
167,912,180 |
|
|
Rs. |
839,561 |
|
|
Rs. |
19,908,837 |
|
|
|
|
|
|
Rs. |
178,640 |
|
|
|
82,800 |
|
Issuance of equity shares on
exercise of options |
|
|
185,262 |
|
|
|
926 |
|
|
|
93,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
4,496,710 |
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(174,628 |
) |
|
|
(174,628 |
) |
|
|
|
|
Unrealized gain on
investments, net of tax
expense of Rs. 18,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,754 |
|
|
|
73,754 |
|
|
|
|
|
Employee
benefit transactions, net of tax expense of
Rs.1,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,392 |
|
|
|
4,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
4,400,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2007 |
|
|
168,097,442 |
|
|
Rs. |
840,488 |
|
|
Rs. |
20,002,082 |
|
|
|
|
|
|
Rs. |
82,158 |
|
|
|
82,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into U.S.$ |
|
|
|
|
|
U.S.$ |
21,144 |
|
|
U.S.$ |
503,197 |
|
|
|
|
|
|
U.S.$ |
2,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the unaudited condensed consolidated financial statements
5
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share and per share data)
[Continued from above table, first column(s) repeated]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Shares held by a Controlled Trust |
|
|
|
|
|
|
|
|
|
|
|
Equity - |
|
|
|
|
|
|
Total |
|
|
|
No. of |
|
|
|
|
|
|
Options |
|
|
Retained |
|
|
Stockholders |
|
|
|
shares |
|
|
Amount |
|
|
Outstanding |
|
|
Earnings |
|
|
Equity |
|
|
|
|
Balance as of April 1, 2006 |
|
|
82,800 |
|
|
Rs. |
(4,882 |
) |
|
Rs. |
463,128 |
|
|
Rs. |
11,201,794 |
|
|
Rs. |
22,271,733 |
|
Stock dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of equity shares on
exercise of options |
|
|
|
|
|
|
|
|
|
|
(40,170 |
) |
|
|
|
|
|
|
12,984 |
|
Stock based compensation |
|
|
|
|
|
|
|
|
|
|
84,058 |
|
|
|
|
|
|
|
84,058 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(437,497 |
) |
|
|
(437,497 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,195,295 |
|
|
|
4,195,295 |
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
369,377 |
|
Unrealized gain on investments,
net of tax expense of Rs.6,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,240 |
|
Cumulative impact of adoption of
SFAS 123R |
|
|
|
|
|
|
|
|
|
|
(14,806 |
) |
|
|
|
|
|
|
(14,806 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30 , 2006 |
|
|
82,800 |
|
|
Rs. |
(4,882 |
) |
|
Rs. |
492,210 |
|
|
Rs. |
14,959,592 |
|
|
Rs. |
26,506,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into
U.S.$ |
|
|
|
|
|
U.S.$ |
(106 |
) |
|
U.S.$ |
10,712 |
|
|
U.S.$ |
325,562 |
|
|
U.S.$ |
576,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2007 |
|
|
82,800 |
|
|
Rs. |
(4,882 |
) |
|
Rs. |
564,937 |
|
|
Rs. |
20,091,135 |
|
|
Rs. |
41,578,228 |
|
Issuance of equity shares on
exercise of options |
|
|
|
|
|
|
|
|
|
|
(84,222 |
) |
|
|
|
|
|
|
9,950 |
|
Stock based compensation |
|
|
|
|
|
|
|
|
|
|
107,664 |
|
|
|
|
|
|
|
107,664 |
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(737,287 |
) |
|
|
(737,287 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,496,710 |
|
|
|
4,496,710 |
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(174,628 |
) |
Unrealized gain on
investments, net of tax
expense of Rs. 18,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,754 |
|
Employee
benefit transactions, net
of tax expense of Rs. 1,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,392 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2007 |
|
|
82,800 |
|
|
Rs. |
(4,882 |
) |
|
Rs. |
588,379 |
|
|
Rs. |
23,850,559 |
|
|
Rs. |
45,358,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convenience translation into U.S.$ |
|
|
|
|
|
U.S.$ |
(122 |
) |
|
U.S.$ |
14,802 |
|
|
U.S.$ |
600,014 |
|
|
U.S.$ |
1,141,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
Convenience |
|
|
|
|
|
|
|
|
|
|
|
translation into |
|
|
|
|
|
|
|
|
|
|
|
U.S.$ |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
Rs. |
4,195,295 |
|
|
Rs. |
4,496,710 |
|
|
U.S.$ |
113,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense/(benefit) |
|
|
(499,955 |
) |
|
|
(1,268,902 |
) |
|
|
(31,922 |
) |
Gain on sale of available for sale securities, net |
|
|
(1 |
) |
|
|
(16,186 |
) |
|
|
(407 |
) |
Depreciation and amortization |
|
|
1,491,210 |
|
|
|
1,563,822 |
|
|
|
39,341 |
|
Loss/(profit) on sale of property, plant and equipment |
|
|
(64,298 |
) |
|
|
1,138 |
|
|
|
29 |
|
Equity in loss of affiliates |
|
|
36,730 |
|
|
|
603 |
|
|
|
15 |
|
Unrealized exchange loss / (gain) |
|
|
275,237 |
|
|
|
(46,855 |
) |
|
|
(1,179 |
) |
Stock based compensation |
|
|
69,252 |
|
|
|
107,664 |
|
|
|
2,709 |
|
Minority interest |
|
|
(3,954 |
) |
|
|
(4,120 |
) |
|
|
(104 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(4,827,422 |
) |
|
|
(1,085,796 |
) |
|
|
(27,316 |
) |
Inventories |
|
|
(2,893,046 |
) |
|
|
(2,320,666 |
) |
|
|
(58,382 |
) |
Other assets |
|
|
(678,670 |
) |
|
|
(1,959,401 |
) |
|
|
(49,293 |
) |
Due to/from related parties, net |
|
|
(257,470 |
) |
|
|
9,252 |
|
|
|
233 |
|
Trade accounts payable |
|
|
5,666,073 |
|
|
|
1,852,090 |
|
|
|
46,593 |
|
Accrued expenses |
|
|
(87,364 |
) |
|
|
(957,728 |
) |
|
|
(24,094 |
) |
Other liabilities |
|
|
359,122 |
|
|
|
1,873,101 |
|
|
|
47,122 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
2,780,740 |
|
|
|
2,244,724 |
|
|
|
56,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
1,575,528 |
|
|
|
586,187 |
|
|
|
14,747 |
|
Expenditure on property, plant and equipment |
|
|
(1,907,149 |
) |
|
|
(2,261,327 |
) |
|
|
(56,889 |
) |
|
Proceeds from sale of property, plant and equipment |
|
|
73,555 |
|
|
|
13,680 |
|
|
|
345 |
|
Purchase of investment securities, net of proceeds from sale |
|
|
(105,827 |
) |
|
|
(987,501 |
) |
|
|
(24,843 |
) |
Expenditure on intangible assets/payment of contingent consideration |
|
|
(230,421 |
) |
|
|
(250,439 |
) |
|
|
(6,300 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided used in investing activities |
|
|
(594,314 |
) |
|
|
(2,899,399 |
) |
|
|
(72,941 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of equity shares on exercise of options |
|
|
12,984 |
|
|
|
9,950 |
|
|
|
250 |
|
Proceeds from/(repayments of) bank borrowings, net |
|
|
(366,000 |
) |
|
|
(1,306,761 |
) |
|
|
(32,874 |
) |
Repayment of long-term debt |
|
|
(4,488 |
) |
|
|
(6,021,692 |
) |
|
|
(151,489 |
) |
Dividends paid |
|
|
(437,497 |
) |
|
|
(737,287 |
) |
|
|
(18,548 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(795,001 |
) |
|
|
(8,055,790 |
) |
|
|
(202,661 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/ (decrease) in cash and cash equivalents during the period |
|
|
1,391,425 |
|
|
|
(8,710,465 |
) |
|
|
(219,131 |
) |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(228,531 |
) |
|
|
(825,796 |
) |
|
|
(20,775 |
) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
|
3,712,637 |
|
|
|
17,981,447 |
|
|
|
452,363 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
Rs. |
4,875,531 |
|
|
Rs. |
8,445,185 |
|
|
U.S.$ |
212,457 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest (net of interest capitalized) |
|
Rs. |
890,854 |
|
|
Rs. |
532,260 |
|
|
U.S.$ |
13,390 |
|
Income taxes |
|
|
359,837 |
|
|
|
617,137 |
|
|
|
15,208 |
|
|
Supplemental schedule of non-cash investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment purchased on credit during the period |
|
Rs. |
95,250 |
|
|
Rs. |
204,196 |
|
|
U.S.$ |
5,137 |
|
See accompanying notes to the unaudited condensed consolidated financial statements
7
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
1. Basis of preparation of financial statements
The accompanying unaudited interim condensed consolidated financial statements of Dr. Reddys
Laboratories Limited (the Company or DRL), have been prepared by the management on
substantially the same basis as the audited financial statements for the year ended March 31, 2007,
and in the opinion of the management, include all adjustments of normal recurring nature necessary
for a fair presentation of the financial information set forth herein. The preparation of unaudited
condensed consolidated financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent
assets and liabilities. Actual results could differ from these estimates.
2. Interim information
The accompanying unaudited interim condensed consolidated financial statements should be read
in conjunction with the audited consolidated financial statements and related notes contained in
the Annual Report on Form 20-F for the year ended March 31, 2007. The results of the interim
periods are not necessarily indicative of results to be expected for the full fiscal year.
3. Convenience translation
The accompanying unaudited interim condensed consolidated financial statements have been
prepared in Indian rupees. Solely for the convenience of the reader, the financial statements as
of September 30, 2007 have been translated into U.S. dollars at the noon buying rate in New York
City on September 28, 2007 for cable transfers in Indian rupees, as certified for customs purposes
by the Federal Reserve Bank of New York of U.S.$1 = Rs.39.75. September 28, 2007 was the last day
of the quarter ended September 30, 2007 for which the noon buying rate is available. 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.
4. Stock based compensation
Prior to April 1, 2006, the Company accounted for its stock-based compensation plans under
SFAS 123 Accounting for Stock Based Compensation. On April 1, 2006, the Company adopted SFAS
No. 123R (revised 2004), Share Based Payment (SFAS No. 123(R)) under the modified-prospective
application. Under the modified-prospective-application, SFAS No. 123(R) applies to new awards and
to awards modified, repurchased, or cancelled after adoption.
The Company uses the Black-Scholes option pricing model to determine the fair value of each
option grant. Generally, the fair value approach in SFAS No. 123(R) is similar to the fair value
approach described in SFAS No. 123. The Company elected to continue to estimate the fair value of
stock options using the Black-Scholes option pricing model. The Black-Scholes model includes
assumptions regarding dividend yields, expected volatility, expected lives and risk free interest
rates. These assumptions reflect managements best estimates, but these assumptions involve
inherent market uncertainties based on market conditions generally outside of the control of the
Company. As a result, if other assumptions had been used in the current period, stock-based
compensation expense could have been materially impacted. Furthermore, if management uses different
assumptions in future periods, stock based compensation expense could be materially impacted in
future years.
The fair value of each option is estimated on the date of grant using the Black-Scholes model
with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Six months ended September 30, |
|
|
2006 |
|
2007 |
|
2006 |
|
2007 |
Dividend yield |
|
|
|
|
|
|
|
|
|
|
0.4 |
% |
|
|
0.75 |
% |
Expected life |
|
|
|
|
|
|
|
|
|
12-78 months |
|
12-48 months |
Risk free interest rates |
|
|
|
|
|
|
|
|
|
|
4.5 - 7.5 |
% |
|
|
7.8-8.2 |
% |
Volatility |
|
|
|
|
|
|
|
|
|
|
23.4 - 50.7 |
% |
|
|
28.4 - 32.7 |
% |
|
|
|
No grants were made under the Companys Stock options plan during the three month periods ended
September 30, 2006 and 2007. |
8
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
4. Stock based compensation (continued)
As of September 30, 2007, the Company had four stock-based employee compensation plans, which
are described more fully in Note 10. The Company had two stock based employee compensation plans
and its subsidiary, Aurigene Discovery Technologies Limited, had two stock based employee
compensation plans.
As of September 30, 2007, the Company had approximately Rs.376,256 of total unrecognized
compensation cost related to nonvested share-based compensation arrangements granted under its
plans. This cost is expected to be recognized as stock-based compensation expense over a
weighted-average period of 3.8 years.
The total employee stock based compensation expense for the three months ended September 30,
2006 and 2007 were Rs.53,024 and Rs.63,590, respectively, and for the six months ended September
30, 2006 and 2007 were Rs.84,058 and Rs.107,664, respectively.
A recent amendment to the Indian tax regulations requires the Company to pay a tax titled the
Fringe Benefit Tax (FBT) on employee stock options. The FBT is computed based on the fair market
value of the underlying share on the date of vesting of an option as reduced by the amount actually
paid by the employee for the exercise of the options. The Companys obligation to pay FBT arises
only upon the exercise of the options and will be recorded at the time of the exercise. The FBT
paid during the six months ended September 30, 2007 is not material.
5. Taxes on Income
Effective April 1, 2007, the Company adopted Financial Accounting Standards Board
Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48). This Interpretation
clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial
statements in accordance with Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes (SFAS 109) and prescribes a recognition threshold of more likely than not to be
sustained upon examination. The adoption of FIN 48 did not have any material impact on the retained
earnings or provision for taxation as of April 1, 2007. Upon
adoption, the unrecognized tax benefit for
income taxes (including interest and penalties) associated with uncertain tax positions (i.e.,
unrecognized tax benefit) at April 1, 2007 was Rs.1,325,233, which if recognized, would favorably
affect the Companys effective tax rate.
Although it is difficult to anticipate the final outcome or timing of resolution of any
particular uncertain tax positions, the Company as of September 30, 2007 had not identified any
potential subsequent events that would have a material impact on unrecognized income tax benefits
within the next twelve months.
It is the
Companys consistent policy to include any penalties and interest related to income
taxes as part of income tax expense.
A listing of open tax years is given below. Additionally, some uncertain tax positions relate
to earlier years, which are currently under dispute with the tax authorities.
|
|
|
|
|
Jurisdiction
|
|
|
Open tax years |
|
India
|
|
|
2004-05 to 2006-07
|
|
U.S.A.
|
|
|
2004,2005,2006,2007 |
|
Germany
|
|
|
2004,2005,2006,2007 |
|
9
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
6. Goodwill
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, the Company tests
goodwill for impairment at least annually.
The following table presents the changes in goodwill during the year ended March 31, 2007 and
for the six months ended September 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Six months ended |
|
|
|
March 31, 2007 |
|
|
September 30, 2007 |
|
Balance at the beginning of the period (1) |
|
Rs. |
16,816,452 |
|
|
Rs. |
15,722,631 |
|
Acquired/adjusted during the period |
|
|
(2,013,351 |
) |
|
|
206,896 |
|
Effect of translation adjustments |
|
|
919,530 |
|
|
|
(322,370 |
) |
|
|
|
|
|
|
|
Balance at the end of the period(1) |
|
Rs. |
15,722,631 |
|
|
Rs. |
15,607,157 |
|
|
|
|
|
|
|
|
Goodwill acquired during the year ended March 31, 2007 and for six months ended September 30,
2007 represent the following:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Six months ended |
|
|
|
March 31, 2007 |
|
|
September 30, 2007 |
|
Cash paid / payable towards contingent consideration |
|
Rs. |
96,987 |
|
|
Rs. |
206,896 |
|
|
|
|
|
|
|
|
|
|
Adjustment on account of completion of final
allocation of purchase price in the acquisition of
betapharm |
|
|
(2,110,338 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
(2,013,351 |
) |
|
Rs. |
206,896 |
|
|
|
|
|
|
|
|
The following table presents the allocation of goodwill among the Companys segments:
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
|
As of September 30, |
|
|
|
2007 |
|
|
2007 |
|
Formulations(1) |
|
Rs. |
349,774 |
|
|
Rs. |
349,774 |
|
Active pharmaceutical ingredients and
intermediates |
|
|
997,025 |
|
|
|
997,025 |
|
Generics |
|
|
14,285,395 |
|
|
|
14,169,921 |
|
Drug discovery |
|
|
90,437 |
|
|
|
90,437 |
|
|
|
|
|
|
|
|
|
|
Rs. |
15,722,631 |
|
|
Rs. |
15,607,157 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes goodwill arising on investment in affiliate of Rs.181,943. |
10
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
7. Intangible assets, net
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, intangible assets are
amortized over the expected benefit period or the legal life, whichever is shorter.
The following table presents acquired and amortized intangible assets as of September 30, 2007
and March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2007 |
|
|
|
Gross carrying |
|
|
Accumulated |
|
|
Net carrying |
|
|
|
amount |
|
|
amortization |
|
|
value |
|
|
|
|
Trademarks |
|
Rs. |
2,584,066 |
|
|
Rs. |
2,437,368 |
|
|
Rs. |
146,698 |
|
Trademarks not subject to amortization |
|
|
5,006,885 |
|
|
|
|
|
|
|
5,006,885 |
|
Product related intangibles |
|
|
13,800,426 |
|
|
|
1,600,426 |
|
|
|
12,200,000 |
|
Beneficial toll manufacturing contract |
|
|
649,923 |
|
|
|
307,571 |
|
|
|
342,351 |
|
Non-competition arrangements |
|
|
128,106 |
|
|
|
120,876 |
|
|
|
7,230 |
|
Marketing rights |
|
|
8,093 |
|
|
|
8,093 |
|
|
|
|
|
Customer related intangibles including customer contracts |
|
|
170,624 |
|
|
|
155,118 |
|
|
|
15,506 |
|
Others |
|
|
10,100 |
|
|
|
8,664 |
|
|
|
1,436 |
|
|
|
|
|
|
Rs. |
22,358,222 |
|
|
Rs. |
4,638,116 |
|
|
Rs. |
17,720,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2007 |
|
|
|
Gross carrying |
|
|
Accumulated |
|
|
|
|
|
|
Net carrying |
|
|
|
amount |
|
|
amortization |
|
|
Adjustments |
|
|
value |
|
|
|
|
Trademarks |
|
Rs. |
2,597,962 |
|
|
Rs. |
2,359,221 |
|
|
|
|
|
|
Rs. |
238,741 |
|
Trademarks not subject to amortization |
|
|
5,943,440 |
|
|
|
|
|
|
|
815,967 |
|
|
|
5,127,473 |
|
Product related intangibles |
|
|
14,920,953 |
|
|
|
1,180,701 |
|
|
|
740,736 |
|
|
|
12,999,516 |
|
Beneficial toll manufacturing contract |
|
|
665,505 |
|
|
|
179,691 |
|
|
|
|
|
|
|
485,814 |
|
Core technology rights and licenses |
|
|
132,753 |
|
|
|
|
|
|
|
132,753 |
|
|
|
|
|
Non-competition arrangements |
|
|
131,214 |
|
|
|
120,030 |
|
|
|
|
|
|
|
11,184 |
|
Marketing rights |
|
|
95,130 |
|
|
|
14,365 |
|
|
|
80,765 |
|
|
|
|
|
Customer related intangibles including customer contracts |
|
|
177,375 |
|
|
|
153,435 |
|
|
|
|
|
|
|
23,940 |
|
Others |
|
|
10,624 |
|
|
|
8,879 |
|
|
|
|
|
|
|
1,745 |
|
|
|
|
|
|
Rs. |
24,674,956 |
|
|
Rs. |
4,016,322 |
|
|
Rs. |
1,770,221 |
|
|
Rs. |
18,888,413 |
|
|
|
|
The aggregate amortization expense for the three months ended September 30, 2006 and 2007 were
Rs.402,386 and Rs.409,811, respectively, and for the six months ended September 30, 2006 and 2007
were Rs.790,195 and Rs.760,519, respectively.
11
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
7. Intangible assets, net (continued)
Estimated amortization expense for the next five years and thereafter with respect to such
assets is as follows:
|
|
|
|
|
For the six months period ending March 31, 2008 |
|
Rs. |
720,292 |
|
For the year ending March 31, |
|
|
|
|
2009 |
|
|
1,271,675 |
|
2010 |
|
|
988,446 |
|
2011 |
|
|
988,248 |
|
2012 |
|
|
961,118 |
|
Thereafter |
|
|
7,783,442 |
|
|
|
|
|
Total |
|
Rs. |
12,713,221 |
|
|
|
|
|
The intangible assets (net of amortization) as of September 30, 2007 have been allocated to
the following segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Custom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pharmaceutical |
|
|
|
|
|
|
Formulations |
|
|
Generics |
|
|
Services |
|
|
Total |
|
Trademarks |
|
Rs. |
143,189 |
|
|
Rs. |
3,508 |
|
|
|
|
|
|
Rs. |
146,698 |
|
Trademarks not subject to amortization |
|
|
|
|
|
|
5,006,885 |
|
|
|
|
|
|
|
5,006,885 |
|
Product related intangibles |
|
|
|
|
|
|
12,200,000 |
|
|
|
|
|
|
|
12,200,000 |
|
Beneficial toll manufacturing contract |
|
|
|
|
|
|
342,351 |
|
|
|
|
|
|
|
342,351 |
|
Non-competition arrangements |
|
|
|
|
|
|
|
|
|
|
7,230 |
|
|
|
7,230 |
|
Customer related intangibles including customer contracts |
|
|
3,218 |
|
|
|
|
|
|
|
12,289 |
|
|
|
15,506 |
|
Others |
|
|
|
|
|
|
1,436 |
|
|
|
|
|
|
|
1,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
146,407 |
|
|
Rs. |
17,554,181 |
|
|
Rs. |
19,518 |
|
|
Rs. |
17,720,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
7. Intangible assets, net (continued)
The intangible assets (net of amortization) as of March 31, 2007 have been allocated to the
following segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Custom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pharmaceutical |
|
|
|
|
|
|
Formulations |
|
|
Generics |
|
|
Services |
|
|
Total |
|
Trademarks |
|
Rs. |
233,108 |
|
|
Rs. |
5,633 |
|
|
|
|
|
|
Rs. |
238,741 |
|
Trademarks not subject to amortization |
|
|
|
|
|
|
5,127,473 |
|
|
|
|
|
|
|
5,127,473 |
|
Product related intangibles |
|
|
|
|
|
|
12,999,516 |
|
|
|
|
|
|
|
12,999,516 |
|
Benefical toll manufacturing contract |
|
|
|
|
|
|
485,814 |
|
|
|
|
|
|
|
485,814 |
|
Non-competition arrangements |
|
|
|
|
|
|
177 |
|
|
|
11,007 |
|
|
|
11,184 |
|
Customer related intangibles |
|
|
|
|
|
|
584 |
|
|
|
23,356 |
|
|
|
23,940 |
|
Others |
|
|
|
|
|
|
1,745 |
|
|
|
|
|
|
|
1,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
233,108 |
|
|
Rs. |
18,620,942 |
|
|
Rs. |
34,363 |
|
|
Rs. |
18,888,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Write-down of intangible assets acquired in Trigenesis acquisition
In 2004, the Company, through the acquisition of Trigenesis Therapeutics Inc. (Trigenesis),
acquired certain technology platforms and marketing rights for a total consideration of Rs.496,715
(U.S.$11,000) which was accounted for as a purchase of intangible assets. During the quarter ended
March 31, 2007, the Company completed its detailed review of its business opportunities against
each of the core technology rights, licenses and marketing rights it acquired in connection with
the acquisition of Trigenesis. As a result of this review, the Company determined that further
commercialization of the intangible assets may not be economically viable because of further
regulatory and approval process requirements and unfeasible partnering prospects, and therefore
discontinued its efforts to further develop these assets. Accordingly, the net carrying value of
the intangible assets was written down to Rs.0, by recording an amount of Rs.213,518 as expense
during the quarter ended March 31, 2007. The above write-down, which relates to the Companys
specialty business (included in Generics) has been included in the Adjustments column in the
March 31, 2007 table above.
Change in estimated useful life of beneficial toll manufacturing contract intangible
The Companys German operations primarily sourced its products from Salutas GmbH (Salutas)
under the then existing long-term contract. The contract gave betapharm a benefit by way of a
larger commitment period to supply products at a favorable purchase price. Accordingly, at the
time of betapharms purchase price allocation, this was identified as a beneficial toll
manufacturing contract and recorded as an intangible asset. In January 2007, Salutas served a
termination notice to betapharm cancelling its future commitment to supply products under the
contract. betapharm renegotiated its terms and prices with Salutas, which resulted in a reduction
in the overall committed supply period from 58 months to 24 months and increased procurement
prices. Based on this amendment in January 2007, the Company revised its estimated useful life of
the intangible and accordingly is amortizing the balance unamortized amount as on the date of such
amendment over the revised remaining useful life.
Write-down of intangible assets acquired in betapharm acquisition
During the year ended March 31, 2007, triggered by the above contract amendment with Salutas
resulting in supply constraints in the short term period, increased procurement prices and certain
market events including continuing decreases in market price and increased competitive intensity,
the Company tested the carrying value of betapharm intangibles for impairment. The carrying value
of these intangibles included certain product related intangibles and the beta brand. The Company
markets a broad and diversified portfolio comprised of formulations(primarily solid dose) in the
German generic market under the beta brand. The beta brand was fair valued applying the relief
from royalty method. As a result of this review, the Company recorded a write-down of intangible
assets amounting to Rs.1,556,703 during the quarter ended March 31, 2007 and adjusted the carrying
value of the beta brand and certain product related intangibles as of March 31, 2007. The above
write down relates to the Companys generics segment and has been included in the Adjustments
column in the March 31, 2007 table above.
13
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
8. Property, plant and equipment, net
Property, plant and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
|
As of September 30, |
|
|
|
2007 |
|
|
2007 |
|
Land |
|
Rs. |
875,662 |
|
|
Rs. |
1,034,057 |
|
Buildings |
|
|
3,063,872 |
|
|
|
3,471,554 |
|
Plant and machinery |
|
|
9,974,476 |
|
|
|
10,892,691 |
|
Furniture, fixtures and equipment |
|
|
936,504 |
|
|
|
960,109 |
|
Vehicles |
|
|
383,024 |
|
|
|
416,896 |
|
Computer equipment |
|
|
679,076 |
|
|
|
754,352 |
|
Capital work-in-progress |
|
|
2,805,221 |
|
|
|
2,891,672 |
|
|
|
|
|
|
|
|
|
|
|
18,717,835 |
|
|
|
20,421,330 |
|
Accumulated depreciation |
|
|
(6,290,037 |
) |
|
|
(6,763,240 |
) |
|
|
|
|
|
|
|
|
|
Rs. |
12,427,798 |
|
|
Rs. |
13,658,090 |
|
|
|
|
|
|
|
|
Depreciation expenses for the three months ended September 30, 2006 and 2007 were Rs.358,829
and Rs.410,148, respectively, and for the six months ended September 30, 2006 and 2007 were
Rs.701,015 and Rs.803,303, respectively.
9. Inventories
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
|
As of September 30, |
|
|
|
2007 |
|
|
2007 |
|
Raw materials |
|
Rs. |
2,147,896 |
|
|
Rs. |
2,603,264 |
|
Packing material, stores and spares |
|
|
560,629 |
|
|
|
734,677 |
|
Work-in-process |
|
|
1,674,235 |
|
|
|
2,359,454 |
|
Finished goods |
|
|
3,162,820 |
|
|
|
3,922,877 |
|
|
|
|
|
|
|
|
|
|
Rs. |
7,545,580 |
|
|
Rs. |
9,620,273 |
|
|
|
|
|
|
|
|
During the six months ended September 30, 2006 and 2007, the Company recorded an inventory
write-down of Rs.146,498 and Rs.163,299, respectively, resulting from a decline in the market value
of certain finished goods and write down of certain raw materials. These amounts are included in
the cost of revenues.
In the quarter ended June 30, 2007, betapharm and Salutas agreed to the firm purchase
quantities under their long-term supply contract, which resulted in a loss on firm purchase
commitment on certain products amounting to Rs.268,227, which is included in the cost of revenues.
14
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
10. 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 all employees and directors of its subsidiaries.
Under the DRL 2002 Plan, the Compensation Committee of the Board (the Compensation Committee)
administers the DRL 2002 Plan and grant stock options to eligible employees of the Company and its
subsidiaries. The Compensation Committee determines the employees eligible for receiving the
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 the grant.
The vesting period for options issued under the DRL 2002 Plan range between one and four 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 reserved for grant
of options 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 reserved for grant of
options 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 reserved for grant of
options 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 reserved for grant
of options having an exercise price equal to the par value of the underlying equity shares
(i.e., Rs.5 per option).
Under the DRL 2002 Plan, the exercise price of the fair market value options granted under
Category A above is determined based on the average closing price for 30 days prior to the grant in
the stock exchange where there is highest trading volume during that period. Notwithstanding the
foregoing, the Compensation Committee may, after obtaining the approval of the shareholders in the
annual general meeting, grant options with a per share exercise price other than fair market value
and par value of the equity shares.
After the stock dividend issued by the Company in August 2006, the DRL 2002 Plan provides for
stock options granted in two categories as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Options |
|
Number of Options |
|
|
|
|
granted Under |
|
granted 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 alloted 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 |
|
On April 5, 2007, certain employees surrendered their par value options under the DRL 2002
Plan and the Company issued par value options under the DRL 2007 Plan (discussed below) to such
employees. This transaction was a modification of the stock options already granted under the DRL
2002 Plan. The incremental cost was immaterial.
15
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
10. Employee stock incentive plans (continued)
Stock option activity under the DRL 2002 Plan during the three months and six months ended
September 30, 2006 was as follows:
Category A Fair Market Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
224,500 |
|
|
Rs. |
362.5-531.51 |
|
|
Rs. |
434.88 |
|
|
|
62 |
|
Exercised during the period |
|
|
(27,120 |
) |
|
|
441.5-531.51 |
|
|
|
469.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
197,380 |
|
|
|
362.5-531.51 |
|
|
|
430.10 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
106,630 |
|
|
Rs. |
362.5-531.51 |
|
|
Rs. |
452.23 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category B Par Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
1,126,530 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
82 |
|
Forfeited during the period |
|
|
(31,354 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
Exercised during the period |
|
|
(83,978 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
1,011,198 |
|
|
|
5 |
|
|
|
5 |
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
44,820 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category A Fair Market Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
234,500 |
|
|
Rs. |
362.5-531.51 |
|
|
Rs. |
439.43 |
|
|
|
64 |
|
Expired / forfeited during the period |
|
|
(10,000 |
) |
|
|
442.5-574.5 |
|
|
|
541.5 |
|
|
|
|
|
Exercised during the period |
|
|
(27,120 |
) |
|
|
441.5-531.51 |
|
|
|
469.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
197,380 |
|
|
|
362.5-531.51 |
|
|
|
430.10 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
106,630 |
|
|
Rs. |
362.5-531.51 |
|
|
Rs. |
452.23 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category B Par Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
729,968 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
81 |
|
Granted during the period |
|
|
416,260 |
|
|
|
5 |
|
|
|
5 |
|
|
|
90 |
|
Forfeited during the period |
|
|
(35,686 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
Exercised during the period |
|
|
(99,344 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
1,011,198 |
|
|
|
5 |
|
|
|
5 |
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
44,820 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
10. Employee stock incentive plans (continued)
The per option weighted average grant date fair value for options granted under the DRL 2002
Plan at par value during the six months ended September 30, 2006 was Rs.574.02. No options at fair
market value were granted during the three months and six months ended September 30, 2006.
Stock option activity under the DRL 2002 Plan during the three months and six months ended
September 30, 2007 was as follows:
Category A Fair Market Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
179,580 |
|
|
Rs. |
362.5-531.51 |
|
|
Rs. |
426.9 |
|
|
|
52 |
|
Expired / forfeited during the period |
|
|
(200 |
) |
|
|
442.5 |
|
|
|
442.5 |
|
|
|
|
|
Exercised during the period |
|
|
(9,400 |
) |
|
|
442.5-531.51 |
|
|
|
495.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
169,980 |
|
|
|
362.5-531.51 |
|
|
|
423.1 |
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
128,780 |
|
|
Rs. |
362.5-531.51 |
|
|
Rs. |
434.87 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category B Par Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
973,460 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
69 |
|
Forfeited during the period |
|
|
(41,328 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
Exercised during the period |
|
|
(38,190 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
901,542 |
|
|
|
5 |
|
|
|
5 |
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
77,412 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
A Fair Market Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
191,580 |
|
|
Rs. |
362.5-531.51 |
|
|
Rs. |
427.9 |
|
|
|
54 |
|
Expired / forfeited during the period |
|
|
(2,100 |
) |
|
|
442.5 |
|
|
|
442.5 |
|
|
|
|
|
Exercised during the period |
|
|
(19,500 |
) |
|
|
441.5-531.51 |
|
|
|
467.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
169,980 |
|
|
|
362.5-531.51 |
|
|
|
423.1 |
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
128,780 |
|
|
Rs. |
362.5-531.51 |
|
|
Rs. |
434.87 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category B Par Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
889,252 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
77 |
|
Granted during the period |
|
|
386,060 |
|
|
|
5 |
|
|
|
5 |
|
|
|
90 |
|
Forfeited during the period |
|
|
(73,390 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
Surrendered by employees during the period |
|
|
(138,418 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
Exercised during the period |
|
|
(165,762 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
901,542 |
|
|
|
5 |
|
|
|
5 |
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
77,412 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
10. Employee stock incentive plans (continued)
No options at fair market value were granted under the DRL 2002 Plan during the three months
ended September 30, 2007. The per option weighted average grant date fair value of options granted
under the DRL 2002 Plan at par value during the six months ended September 30, 2007 was Rs.549.33.
The aggregate intrinsic value of options exercised under the DRL 2002 Plan for the six months
ended September 2006 and 2007 was Rs.65 million and Rs.112 million, respectively. As of September
30, 2007, options outstanding and exercisable under the DRL 2002 Plan had an aggregate intrinsic
value of Rs.620 million and Rs.78 million, respectively.
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 eligible employees of the Company and all eligible employees and
directors of its subsidiaries. Under the DRL 2007 Plan, the Compensation Committee of the Board
(the Compensation Committee) administers the DRL 2007 Plan and grants stock options to eligible
employees of the Company and its subsidiaries. The Compensation Committee determines the employees
eligible for receiving the 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 the grant.
The DRL 2007 Plan provides for stock option grants in two categories:
Category A: 382,695 stock options out of the total of 1,530,779 reserved for grant of
options 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 reserved for grant
of options having an exercise price equal to the par value of the underlying equity shares
(i.e., Rs.5 per option).
The vesting period for options issued under the DRL 2007 Plan range between one and four years.
Stock option activity under the DRL 2007 Plan during the three months and six months ended
September 30, 2007 was as follows:
Category B Par Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
206,818 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
81 |
|
Forfeited during the period |
|
|
(920 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
205,898 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category B Par Value Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising out |
|
Range of exercise |
|
average |
|
contractual life |
|
|
of options |
|
prices |
|
exercise price |
|
(months) |
Granted during the period |
|
|
206,818 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
81 |
|
Forfeited during the period |
|
|
(920 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
Outstanding at the end of the period |
|
|
205,898 |
|
|
Rs. |
5 |
|
|
Rs. |
5 |
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
DR.
REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
10. Employee stock incentive plans (continued)
The per option weighted average grant date fair value for options granted under the DRL 2007
Plan at par value during the six months ended September 30, 2007 was Rs.550.51.
No options were exercised under the DRL 2007 Plan during the six months ended September 30,
2007. As of September 30, 2007, options outstanding under the DRL 2007 Plan had an aggregate
intrinsic value of Rs.133 million.
No options were granted at fair market value under this plan during the three months and six
months ended September 30, 2007.
Aurigene Discovery Technologies Ltd. Employee Stock Option Plan (the "Aurigene ESOP Plan):
In fiscal 2004, Aurigene Discovery Technologies Limited (Aurigene), a consolidated
subsidiary, adopted the Aurigene ESOP Plan to provide for issuance of stock options to employees.
Aurigene has reserved 4,550,000 of its equity shares for issuance under this plan. Under the
Aurigene ESOP Plan, stock options may be granted at a price per share as may be determined by the
Compensation Committee. The options vest at the end of three years from the date of grant of
option.
Stock option activity under the Aurigene ESOP Plan during the three months and six months
ended September 30, 2006 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- average |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
remaining |
|
|
|
Shares arising |
|
|
Range of |
|
|
average |
|
|
contractual life |
|
|
|
out of options |
|
|
exercise prices |
|
|
exercise price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
597,083 |
|
|
Rs. |
10 |
|
|
Rs. |
10 |
|
|
|
69 |
|
Forfeited during the period |
|
|
(28,826 |
) |
|
|
10 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
568,257 |
|
|
|
10 |
|
|
|
10 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
7,470 |
|
|
Rs. |
10 |
|
|
Rs. |
10 |
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- average |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
remaining |
|
|
|
Shares arising |
|
|
Range of |
|
|
average |
|
|
contractual life |
|
|
|
out of options |
|
|
exercise prices |
|
|
exercise price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
528,907 |
|
|
Rs. |
10 |
|
|
Rs. |
10 |
|
|
|
67 |
|
Granted during the period |
|
|
135,000 |
|
|
|
10 |
|
|
|
10 |
|
|
|
73 |
|
Forfeited during the period |
|
|
(95,650 |
) |
|
|
10 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
568,257 |
|
|
|
10 |
|
|
|
10 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
7,470 |
|
|
Rs. |
10 |
|
|
Rs. |
10 |
|
|
|
32 |
|
The per option weighted average grant date fair value for options granted under the Aurigene
ESOP Plan during the six months ended September 30, 2006 was Rs.2.50. No options were granted
during the three months ended September 30, 2006 under the Aurigene ESOP Plan.
19
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
10. Employee stock incentive plans (continued)
Stock option activity under the Aurigene ESOP Plan during the three months and six months
ended September 30, 2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
remaining |
|
|
Shares arising |
|
Range of |
|
average |
|
contractual life |
|
|
out of options |
|
exercise prices |
|
exercise price |
|
(months) |
Outstanding at the beginning of the period |
|
|
1,159,494 |
|
|
Rs. |
10 |
|
|
Rs. |
10 |
|
|
|
62 |
|
Forfeited during the period |
|
|
(19,716 |
) |
|
|
10 |
|
|
|
10 |
|
|
|
|
|
Outstanding at the end of the period |
|
|
1,139,778 |
|
|
|
10 |
|
|
|
10 |
|
|
|
56 |
|
Exercisable at the end of the period |
|
|
59,743 |
|
|
Rs. |
10 |
|
|
Rs. |
10 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- average |
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
remaining |
|
|
|
Shares arising out |
|
|
Range of |
|
|
average |
|
|
contractual life |
|
|
|
of options |
|
|
exercise prices |
|
|
exercise price |
|
|
(months) |
|
Outstanding at the beginning of the period |
|
|
1,183,583 |
|
|
Rs. |
10 |
|
|
Rs. |
10 |
|
|
|
62 |
|
Forfeited during the period |
|
|
(43,805 |
) |
|
|
10 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
1,139,778 |
|
|
|
10 |
|
|
|
10 |
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
59,743 |
|
|
Rs. |
10 |
|
|
Rs. |
10 |
|
|
|
29 |
|
No options were granted during the three months and six months ended September 30, 2007 under
the Aurigene ESOP Plan.
Aurigene Discovery Technologies Ltd. Management Group Stock Grant Plan (the "Management Plan):
In fiscal 2004, Aurigene adopted the Management Plan to provide for issuance of stock options
to management employees of Aurigene and its subsidiary Aurigene Discovery Technologies Inc.
Aurigene reserved 2,950,000 equity shares for issuance under this plan. Under the Management Plan,
stock options were granted at a price per share as determined by the compensation committee. The
options vest on the date of grant of the options.
No options were granted during the three months and six months ended September 30, 2006 and
2007 under the Management Plan. As of September 30, 2007, there were no outstanding stock options
under the Management Plan.
20
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
11. 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 payment amount is based on the respective employees last drawn
salary and the years of employment with the Company. Effective September 1, 1999, the Company
established Dr. Reddys Laboratories Gratuity Fund (the Gratuity Fund). Liabilities with regard
to 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. The 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 and six months ended
September 30, 2006 and 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
September 30, |
|
September 30, |
|
|
2006 |
|
2007 |
|
2006 |
|
2007 |
Service cost |
|
Rs. |
6,774 |
|
|
Rs. |
7,471 |
|
|
Rs. |
13,548 |
|
|
Rs. |
14,942 |
|
Interest cost |
|
|
3972 |
|
|
|
5,155 |
|
|
|
7,945 |
|
|
|
10,310 |
|
Expected return on plan assets |
|
|
(4,048 |
) |
|
|
(4,223 |
) |
|
|
(8,096 |
) |
|
|
(8,446 |
) |
Recognized net actuarial (gain)/loss |
|
|
1,182 |
|
|
|
1,396 |
|
|
|
2,363 |
|
|
|
2,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
Rs. |
7,880 |
|
|
Rs. |
9,799 |
|
|
Rs. |
15,760 |
|
|
Rs. |
19,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension plan: All of the employees of Industrias Quimicas Falcon de Mexico (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 their 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 with regard to the pension plan are
determined by an actuarial valuation, based upon which the Company makes contributions to the
pension fund. This fund is administered by a third party, who is provided guidance by a technical
committee formed by senior employees of the Company.
The components of net periodic benefit cost for three and six months ended September 30, 2006
and 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
September 30, |
|
September 30, |
|
|
2006 |
|
2007 |
|
2006 |
|
2007 |
Service cost |
|
Rs. |
4,381 |
|
|
Rs. |
3,831 |
|
|
Rs. |
8,586 |
|
|
Rs. |
7,744 |
|
Interest cost |
|
|
3,738 |
|
|
|
3,126 |
|
|
|
7,327 |
|
|
|
6,321 |
|
Expected return on plan assets |
|
|
(3946 |
) |
|
|
(3,885 |
) |
|
|
(7,733 |
) |
|
|
(7,854 |
) |
Amortization of net transition obligation |
|
|
1,115 |
|
|
|
946 |
|
|
|
2,185 |
|
|
|
1,912 |
|
Recognised net actuarial (gain)/loss |
|
|
(40 |
) |
|
|
|
|
|
|
(79 |
) |
|
|
|
|
Cost price inflation index adjustment |
|
|
197 |
|
|
|
141 |
|
|
|
386 |
|
|
|
284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
Rs. |
5,445 |
|
|
Rs. |
4,159 |
|
|
Rs. |
10,672 |
|
|
Rs. |
8,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
12. Commitments and Contingencies
Capital Commitments: As of March 31, 2007 and September 30, 2007, the Company had committed to
spend approximately Rs.1,186,049 and Rs.615,211, respectively, under agreements to purchase
property and equipment. The amount is net of capital advances paid in respect of such purchases.
Guarantees: In accordance with the provisions of FIN 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others, the Company
recognizes the fair value of guarantee and indemnification arrangements issued or modified by the
Company, if these arrangements are within the scope of that Interpretation. In addition, the
Company continues to monitor the conditions that are subject to the guarantees and indemnifications
to identify whether it is probable that a loss has occurred, and would recognize any such losses
under the guarantees and indemnifications when those losses are estimable.
Our equity investee, Kunshan Rotam Reddy Pharmaceuticals Co. Limited (KRRP), secured a
credit facility of Rs.32,000 from Citibank, N.A. (Citibank). During the fiscal year ended March
31, 2006, the Company issued a corporate guarantee amounting to Rs.45,000 in favor of Citibank to
enhance the credit standing of KRRP. The guarantee is required to be renewed every year and the
Companys liability may arise in case of non-payment by KRRP under its credit facility agreement
with Citibank. As of September 30, 2007, the fair value of such liability is not material.
Litigations/Contingencies: 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 notified 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 price and a legal suit in
the Andhra Pradesh High Court (the High Court) challenging the validity of the notification on
the grounds that the applicable rules of the DPCO were not complied with while fixing the ceiling
price. The High Court had earlier 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 by filing a Special Leave Petition. The appeal is
currently pending with the Supreme Court.
During the fiscal year ended March 31, 2006, the Company received a notice from the Government
of India demanding the recovery of the price the Company charged for Norfloxacin in excess of the
maximum selling price fixed by the Government of India, amounting to Rs.284,984 including interest
thereon. The Company filed a writ petition in the High Court challenging the Government of Indias
demand order. The High Court has admitted the writ petition and granted an interim order, however
it ordered the Company to deposit 50% of the principal amount claimed by the Government of India,
which amounts to Rs.77,149. The Company deposited this amount with the Government of India on
November 14, 2005 while it awaits the outcome of its appeal with the Supreme Court. On February 4,
2008, the Andhra Pradesh High Court directed the Company to deposit a further amount of Rs. 30,000.
The amount was deposited by the Company on March 28, 2008. The Company has provided fully against
the potential liability in respect of the principal amount demanded (included under other current
liabilities) and believes that the possibility of any liability that may arise on account of
interest and penalty is remote. In the event that the Company is unsuccessful in the 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 and penalties or interest if any, the amounts of which are not
readily ascertainable.
During the fiscal year ended March 31, 2003, the Central Excise Authorities of India (the
Authorities) issued a demand notice on one of the Companys vendors with regard to the assessable
value of its products supplied to the Company. The Company has been named as a co-defendant in the
notice. The Authorities demanded payment of Rs.175,718 from the vendor, including a penalty of
Rs.90,359. The Authorities, through the same notice, issued a penalty claim of Rs.70,000 against
the Company. During the fiscal year ended March 31, 2005, the Authorities issued an additional
notice on the vendor demanding Rs.225,999 from the vendor, including a penalty of Rs.51,152. The
Authorities, through the same notice, issued a penalty claim of Rs.6,500 against the Company.
Further, during the fiscal year ended March 31, 2006, the Authorities issued an additional notice
on the vendor demanding payment of Rs.33,549. The Company has filed appeals against these notices.
On August 31, 2006 and September 30, 2006 the Company attended the hearings conducted by the
Customs, Excise and Service Tax Appellate Tribunal (the CESTAT) on the matter. On October 31,
2006, the CESTAT passed an order in favor of the Company setting aside all of the above demands. On
July 20, 2007, the Authorities appealed against this order in the Supreme Court. The Company
believes that the ultimate outcome will not have any material adverse effect on its financial
position, results of operations or cash flows in any given accounting period.
22
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data and where otherwise stated)
12. Commitments and Contingencies (continued)
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 currently 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 that are the subject
matter of litigation concerning the Companys tablets. The Company has obtained summary judgment as
to each of the formulation patents. In September 2005, pursuant to an agreement with Barr
Pharmaceuticals, Inc., Teva Pharmaceuticals Industries Limited (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 and
Teva has obtained summary judgment as to 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 that hearing
are likely to be substantially similar to those which will be presented with respect to Companys
tablet products. A trial has not been scheduled. If Aventis is ultimately successful on its
allegation of patent infringement, the Company could be required to pay damages related to the
sales of its fexofenadine hydrochloride tablets and be prohibited from selling those products in
the future.
In March 2000, Dr. Reddys Laboratories Inc. (DRLI), a consolidated subsidiary, acquired 25%
of its common stock held by a minority shareholder (Pharma, LLC) for a cash consideration of
Rs.1,072, which was accounted for by the purchase method. The terms of the Stock Redemption
Agreement dated March 2000 and Amendment to Stock Redemption Agreement dated March 2002 also
provided for contingent consideration not exceeding U.S.$14,000 over the ten years following such
purchase based on achievement of sales of certain covered products. Such payments are to be
recorded as goodwill in the period in which the contingency is resolved in accordance with the
consensus reached by the Emerging Issues Task Force on Issue 95-8, Accounting for Contingent
Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business
Combination. Accordingly, as of March 31, 2007, Rs.452,725 (U.S.$10,415) was paid towards such
contingent consideration and recorded as goodwill on achievement of such specified milestones.
In August 2006, the Company received a letter from Pharma, LLC alleging that sales of certain
products were excluded by the Company from its calculation of gross revenue in computing the amount
payable to Pharma, LLC. The Company, in its response, stated that the stated products, being the
authorized generic products of the partnering innovator company, are not DRLI products and
therefore fall within the definition of excluded products. Accordingly, the Company rejected
Pharma LLCs claim for its share of consideration from sale of these products. Subsequently, in
October, 2006, Pharma LLC instituted an Arbitration Proceeding under the Redemption Agreement. This
arbitration was settled during the three month period ended September 30, 2007 by executing a
settlement arrangement through which all remaining payments in the amount of U.S.$4,492 has been
agreed to be paid in various installments beginning October 1, 2007 and ending on January 1, 2009.
Pursuant to such settlement, the Company has recorded the amount payable to Pharma LLC of
Rs.178,984 (U.S.$4,492), representing the balance of the contingent consideration, as goodwill in
the financial statements for the three month period ending September 30, 2007.
In April 2007, the Company terminated all of its over-the-counter (OTC) agreements with
Leiner Health Products, LLC (Leiner). This action was taken by the Company after receiving notice
that, on March 16, 2007, Leiner had been served with a list of Inspection Observations on a Form
483 from the United States Food and Drug Administration (U.S.
FDA) and, in response thereto, in
March 2007, suspended all of its packaging, production and distribution of OTC products
manufactured, packaged or tested at Leiners facilities in the United States. Under the terminated
agreements, the Company had provided Leiner with supplies of API to produce OTC products including
supplies of finished dose tablets, and access to certain OTC products under development.
Subsequently, in March 2008, Leiner filed for bankruptcy. The Company does not believe that
this termination and Leiners filing for bankruptcy will have any material impact on its financial
position, results of operations or cashflows in any given accounting period.
In March 2007, the patent for Fosamax (Merck & Co.s brand name for alendronate sodium, which
the Company and several other companies sell in generics versions) in Germany was reinstated in
favor of Merck & Co. betapharm has filed protective writs to prevent a preliminary injunction
without hearing. As of September 30, 2007, no injunction had been granted to Merck & Co. Based on a
legal evaluation, betapharm continues selling its generic version of the product and believes that
European patent reinstatement does not affect its ability to continue such sales. The Company does
not believe that the patent reinstatement will have any material impact on its financial position,
results of operations or cash flows in any given accounting period.
23
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data and where otherwise stated)
12. Commitments and Contingencies (continued)
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 over the following three years. Accordingly, the Company has paid a
total compensation of Rs.2,013. The matter is still 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 its favor.
The Company is aware of litigation with respect to one of its suppliers for oxycodone, which
the Company and several other companies sell in Germany. The innovator company has claimed an
infringement of formulation patents and has sued the Companys supplier. In April, 2007 the German
trial court rejected an application for an interim order by the innovator company against the
Companys supplier. As of September 30, 2007, the Company, based on a legal evaluation, continues
to sell the product and believes that the patent infringement case does not affect its ability to
sell. The Company does not believe that this will have any material impact on its financial
position, results of operations or cash flows in any given accounting period
On April 10, 2008, the Company received a Civil Investigative Demand (CID) from the United
States Federal Trade Commission (FTC). A CID is a request for information in the course of a
civil investigation and does not constitute the commencement of legal proceedings. The Company has
been informed that the focus of the civil antitrust investigation relates to the settlement
arrangement entered into between the Company and UCB, S.A. resolving patent litigation concerning
levetiracetam. The Company believes that the terms of its settlement arrangement are consistent
with all applicable antitrust laws. The Company is cooperating fully with the FTC regarding this
investigation. The Company believes that the ultimate outcome of
the investigations is not likely to have any material adverse effect on its
financial position, results of operations or cash flows in any given
accounting period.
Additionally, the Company and its affiliates are involved in other dipsutes, 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.
However, the Company believes that there are no such matters pending that are expected to have a
material impact in relation to its financial position, results of operations or cash flows in any
given accounting period.
24
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
13. Earning per share
A reconciliation of the equity shares used in the computation of basic and diluted earnings
per equity share is set out below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
September 30, |
|
September 30, |
|
|
2006 |
|
2007 |
|
2006 |
|
2007 |
|
|
|
Basic earnings per
equity share
weighted average
number of equity
shares outstanding |
|
|
153,478,168 |
|
|
|
168,092,786 |
|
|
|
153,445,821 |
|
|
|
168,010,500 |
|
Effect of dilutive
equivalent
shares-stock
options outstanding |
|
|
668,922 |
|
|
|
550,338 |
|
|
|
639,659 |
|
|
|
674,883 |
|
|
|
|
Diluted earnings
per equity share
weighted average
number of equity
shares outstanding |
|
|
154,147,090 |
|
|
|
168,643,124 |
|
|
|
154,085,480 |
|
|
|
168,685,382 |
|
|
|
|
14. Tax reforms in Germany
During the three
months ended September 30, 2007, pursuant to changes in German tax laws, the enacted tax rate decreased by
almost 10%. This resulted in a reduction in the net deferred tax liability balance of betapharm by Rs.1,408
million, which was reversed as a deferred tax benefit in the Companys statement of
operations during the three months and six months periods ended September 30, 2007.
25
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
15. Segment reporting and related information
a) Segment information
The Chief Operating Decision Maker (CODM) evaluates the Companys performance and allocates
resources based on an analysis of various performance indicators by product segments. The product
segments and the respective performance indicators reviewed by the CODM are as follows:
|
|
|
Formulations Revenues by therapeutic product category; Gross profit; |
|
|
|
|
Active pharmaceutical ingredients and intermediates Gross profit, revenues by geography
and by key products; |
|
|
|
|
Generics Gross profit; |
|
|
|
|
Drug discovery Revenues and expenses; and |
|
|
|
|
Custom pharmaceutical services Gross profit. |
The CODM of the Company does not review the total assets for each reportable segment. The
property and equipment used in the Companys business, depreciation and amortization expenses, are
not fully identifiable with/allocable to individual reportable segments, as certain assets are used
interchangeably between segments. The other assets are not specifically allocable to the reportable
segments. Consequently, management believes that it is not practicable to provide segment
disclosures relating to total assets since allocation among the various reportable segments is not
possible.
Formulations
Formulations, also referred to as finished dosages, consist of finished pharmaceutical
products ready for consumption by the patient. Effective April 1, 2007, the Companys critical care
and biotechnology segement was merged into its formulations segment. Accordingly, disclosures
relating to the previous period have been reclassified/regrouped to conform to the current period
presentation. An analysis of revenues by therapeutic category of the formulations segment is given
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months |
|
|
Six months |
|
|
|
ended September 30, |
|
|
ended September 30, |
|
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
Gastrointestinal |
|
Rs. |
757,417 |
|
|
Rs. |
921,055 |
|
|
Rs. |
1,541,317 |
|
|
Rs. |
1,856,593 |
|
Pain control |
|
|
753,382 |
|
|
|
684,220 |
|
|
|
1,331,589 |
|
|
|
1,366,382 |
|
Cardiovascular |
|
|
479,752 |
|
|
|
440,882 |
|
|
|
988,270 |
|
|
|
1,028,800 |
|
Anti-infectives |
|
|
380,959 |
|
|
|
343,678 |
|
|
|
756,375 |
|
|
|
668,145 |
|
Dermatology |
|
|
167,257 |
|
|
|
156,490 |
|
|
|
294,104 |
|
|
|
279,833 |
|
Others |
|
|
1,082,154 |
|
|
|
1,017,575 |
|
|
|
2,000,662 |
|
|
|
1,903,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers |
|
Rs. |
3,620,921 |
|
|
Rs. |
3,563,900 |
|
|
Rs. |
6,912,317 |
|
|
Rs. |
7,103,234 |
|
Intersegment revenues1 |
|
|
5,385 |
|
|
|
21,905 |
|
|
|
13,770 |
|
|
|
21,905 |
|
Adjustments2 |
|
|
(343,663 |
) |
|
|
229,670 |
|
|
|
(108,609 |
) |
|
|
741,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
Rs. |
3,282,643 |
|
|
Rs. |
3,815,475 |
|
|
Rs. |
6,817,478 |
|
|
Rs. |
7,866,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
Rs. |
1,047,622 |
|
|
Rs. |
612,971 |
|
|
Rs. |
1,956,933 |
|
|
Rs. |
1,924,238 |
|
Intersegment cost of revenues3 |
|
|
94,854 |
|
|
|
153,525 |
|
|
|
187,585 |
|
|
|
278,721 |
|
Adjustments2 |
|
|
(99,030 |
) |
|
|
266,434 |
|
|
|
(36,351 |
) |
|
|
(24,888 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
1,043,446 |
|
|
Rs. |
1,032,930 |
|
|
Rs. |
2,108,167 |
|
|
Rs. |
2,178,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
2,483,830 |
|
|
|
2,819,309 |
|
|
|
4,781,569 |
|
|
|
4,922,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments2 |
|
|
(244,633 |
) |
|
|
(36,764 |
) |
|
|
(72,258 |
) |
|
|
766,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
2,239,197 |
|
|
Rs. |
2,782,545 |
|
|
Rs. |
4,709,311 |
|
|
Rs. |
5,688,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Intersegment revenues is comprised of transfers to the active pharmaceutical
ingredients and intermediates segment and is accounted for at cost to the transferring
segment. |
|
(2) |
|
The adjustments represent reconciling items from local GAAP financial information
to conform to the consolidated U.S. GAAP segment information. Such adjustments primarily
relate to consolidation and other U.S. GAAP adjustments. |
|
(3) |
|
Intersegment cost of revenues is comprised of transfers from the active
pharmaceutical ingredients and intermediates segment to formulations and is accounted for at
cost to the transferring segment. |
26
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
15. Segment reporting and related information (continued)
Active pharmaceutical ingredients and intermediates
Active pharmaceutical ingredients and intermediates, also known as active pharmaceutical
products or bulk drugs, are the principal ingredients for formulations. Active pharmaceutical
ingredients and intermediates become formulations when the dosage is fixed in a form ready for
human consumption such as a tablet, capsule or liquid using additional inactive ingredients.
An analysis of gross profit for this segment is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months |
|
|
Six months |
|
|
|
ended September 30, |
|
|
ended September 30, |
|
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
|
|
Revenues from external customers |
|
Rs. |
2,538,459 |
|
|
Rs. |
3,242,045 |
|
|
Rs. |
4,635,749 |
|
|
Rs. |
5,682,593 |
|
Intersegment revenues1 |
|
|
521,821 |
|
|
|
865,635 |
|
|
|
891,981 |
|
|
|
1,325,792 |
|
Adjustments2 |
|
|
(154,417 |
) |
|
|
(867,383 |
) |
|
|
(321,095 |
) |
|
|
(1,151,025 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
Rs. |
2,905,863 |
|
|
Rs. |
3,240,297 |
|
|
Rs. |
5,206,635 |
|
|
Rs. |
5,857,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
Rs. |
1,635,091 |
|
|
Rs. |
2,309,955 |
|
|
Rs. |
3,184,830 |
|
|
Rs. |
3,945,518 |
|
Intersegment cost of revenues3 |
|
|
5,385 |
|
|
|
21,905 |
|
|
|
13,770 |
|
|
|
21,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments2 |
|
|
78,504 |
|
|
|
(123,823 |
) |
|
|
207,844 |
|
|
|
(169,659 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,718,980 |
|
|
Rs. |
2,208,037 |
|
|
Rs. |
3,406,444 |
|
|
Rs. |
3,797,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
1,419,804 |
|
|
|
1,775,820 |
|
|
|
2,329,130 |
|
|
|
3,040,962 |
|
Adjustments2 |
|
|
(232,921 |
) |
|
|
(743,560 |
) |
|
|
(528,939 |
) |
|
|
(981,366 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
1,186,883 |
|
|
Rs. |
1,032,260 |
|
|
Rs. |
1,800,191 |
|
|
Rs. |
2,059,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Intersegment revenues is comprised of transfers to formulations, generics and custom
pharmaceutical services and is accounted for at cost to the transferring segment. |
|
(2) |
|
The adjustments represent reconciling items from local GAAP financial information to
conform to the consolidated U.S. GAAP segment information. Such adjustments primarily relate
to consolidation and other U.S. GAAP adjustments |
|
(3) |
|
Intersegment cost of revenues is comprised of transfers from the formulations
segment to active pharmaceutical ingredients and intermediates segment and is accounted for at
cost to the transferring segment. |
An analysis of revenue by geography is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
North America |
|
Rs. |
437,458 |
|
|
Rs. |
639,782 |
|
|
Rs. |
857,849 |
|
|
Rs. |
1,137,980 |
|
India |
|
|
511,613 |
|
|
|
604,430 |
|
|
|
1,172,410 |
|
|
|
1,169,774 |
|
Europe |
|
|
535,597 |
|
|
|
595,250 |
|
|
|
974,740 |
|
|
|
1,131,674 |
|
Others |
|
|
1,431,236 |
|
|
|
1,302,075 |
|
|
|
2,247,353 |
|
|
|
2,349,326 |
|
|
|
|
2,915,904 |
|
|
|
3,141,537 |
|
|
|
5,252,352 |
|
|
|
5,788,754 |
|
Adjustments1 |
|
|
(10,041 |
) |
|
|
98,760 |
|
|
|
(45,717 |
) |
|
|
68,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
2,905,863 |
|
|
Rs. |
3,240,297 |
|
|
Rs. |
5,206,635 |
|
|
Rs. |
5,857,360 |
|
|
|
|
(1) |
|
The adjustments represent reconciling items from local GAAP financial information to
conform to the consolidated U.S. GAAP segment information. Such adjustments primarily relate to
consolidation and other U.S. GAAP adjustments. |
27
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
15. Segment reporting and related information (continued)
An analysis of revenues by key products is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
Sertraline hydrochloride |
|
Rs. |
818,032 |
|
|
Rs. |
208,035 |
|
|
Rs. |
1,043,111 |
|
|
Rs. |
290,067 |
|
Ciprofloxacin hydrochloride |
|
|
146,710 |
|
|
|
238,174 |
|
|
|
450,035 |
|
|
|
418,657 |
|
Ramipril |
|
|
231,979 |
|
|
|
253,352 |
|
|
|
419,039 |
|
|
|
456,094 |
|
Terbinafine HCl |
|
|
168,077 |
|
|
|
149,582 |
|
|
|
273,266 |
|
|
|
214,135 |
|
Ranitidine HCl Form 2 |
|
|
109,006 |
|
|
|
75,141 |
|
|
|
227,160 |
|
|
|
174,367 |
|
Naproxen sodium |
|
|
84,762 |
|
|
|
|
|
|
|
226,640 |
|
|
|
|
|
Finasteride |
|
|
157,910 |
|
|
|
335,014 |
|
|
|
183,964 |
|
|
|
489,630 |
|
Naproxen |
|
|
77,591 |
|
|
|
111,451 |
|
|
|
157,951 |
|
|
|
256,908 |
|
Ibuprofen |
|
|
78,406 |
|
|
|
|
|
|
|
154,887 |
|
|
|
|
|
Olanzapine |
|
|
51,232 |
|
|
|
230,136 |
|
|
|
127,170 |
|
|
|
270,430 |
|
Losartan potassium |
|
|
58,273 |
|
|
|
79,966 |
|
|
|
110,734 |
|
|
|
160,934 |
|
Clopidogrel |
|
|
50,505 |
|
|
|
140,442 |
|
|
|
106,513 |
|
|
|
310,321 |
|
Moxifloxacine |
|
|
36,460 |
|
|
|
|
|
|
|
88,052 |
|
|
|
|
|
Nizatidine |
|
|
47,768 |
|
|
|
136,982 |
|
|
|
84,602 |
|
|
|
242,019 |
|
Montelukast |
|
|
22,526 |
|
|
|
110,552 |
|
|
|
81,129 |
|
|
|
270,389 |
|
Amlodipine besylate |
|
|
|
|
|
|
90,081 |
|
|
|
|
|
|
|
300,224 |
|
Levofloxacin |
|
|
|
|
|
|
69,681 |
|
|
|
|
|
|
|
87,660 |
|
Rabeprazole sodium |
|
|
|
|
|
|
60,053 |
|
|
|
|
|
|
|
69,380 |
|
Others |
|
|
766,626 |
|
|
|
951,655 |
|
|
|
1,472,382 |
|
|
|
1,846,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
2,905,863 |
|
|
Rs. |
3,240,297 |
|
|
Rs. |
5,206,635 |
|
|
Rs. |
5,857,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generics
Generics are generic finished dosages with therapeutic equivalence to branded formulations.
An analysis of gross profit for the segment is given below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
Revenues |
|
Rs. |
12,112,534 |
|
|
Rs. |
4,173,740 |
|
|
Rs. |
18,849,720 |
|
|
Rs. |
8,385,105 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
7,388,762 |
|
|
|
1,679,001 |
|
|
|
11,293,539 |
|
|
|
3,550,620 |
|
Intersegment
cost of
revenues
1 |
|
|
343,872 |
|
|
|
583,078 |
|
|
|
578,282 |
|
|
|
918,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,732,634 |
|
|
|
2,262,079 |
|
|
|
11,871,821 |
|
|
|
4,468,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
Rs. |
4,379,900 |
|
|
Rs. |
1,911,661 |
|
|
Rs. |
6,977,899 |
|
|
Rs. |
3,916,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Intersegment cost of revenues comprises transfers from the active pharmaceutical
ingredients and intermediates segment to the generics segment and are accounted for at cost to the
transferring segment. |
28
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
15. Segment reporting and related information (continued)
Drug discovery
The Company is involved in drug discovery through its research facilities located in the
United States and India. The Company commercializes drugs discovered with other products and also
licenses these discoveries to other companies. An analysis of the revenues and expenses of the
drug discovery segment is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
Revenues |
|
Rs. |
37,532 |
|
|
Rs. |
7,702 |
|
|
Rs. |
62,854 |
|
|
Rs. |
25,792 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
37,532 |
|
|
|
20,888 |
|
|
|
62,854 |
|
|
|
38,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit / (loss) |
|
|
|
|
|
Rs. |
(13,186 |
) |
|
|
|
|
|
Rs. |
(12,551 |
) |
|
Research and development expenses |
|
Rs. |
185,835 |
|
|
Rs. |
252,669 |
|
|
Rs. |
356,199 |
|
|
Rs. |
468,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Custom pharmaceutical services (CPS)
The custom pharmaceutical services segment
relates to contract research services and manufacture and sale of active
pharmaceutical ingredients and steroids in accordance with the customers requirements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
Revenues |
|
Rs. |
1,668,149 |
|
|
Rs. |
1,159,998 |
|
|
Rs. |
3,086,464 |
|
|
Rs. |
2,177,253 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenues |
|
|
1,096,010 |
|
|
|
483,292 |
|
|
|
2,052,126 |
|
|
|
1,283,548 |
|
Intersegment
cost of
revenues
1 |
|
|
83,095 |
|
|
|
129,032 |
|
|
|
126,115 |
|
|
|
129,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,179,105 |
|
|
|
612,324 |
|
|
|
2,178,241 |
|
|
|
1,412,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
Rs. |
489,044 |
|
|
Rs. |
547,674 |
|
|
Rs. |
908,223 |
|
|
Rs. |
764,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Intersegment cost of revenues comprises transfers from the active
pharmaceutical ingredients and intermediates segment to the custom pharmaceutical services and are
accounted for at cost to the transferring segment. |
29
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
15. Segment reporting and related information (continued)
a) Reconciliation of segment information to entity total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Three months ended |
|
|
|
September 30, 2006 |
|
|
September 30, 2007 |
|
|
|
|
|
|
|
Gross profit / |
|
|
|
|
|
|
Gross profit / |
|
|
|
Revenues |
|
|
(loss) |
|
|
Revenues |
|
|
(loss) |
|
Formulations |
|
Rs. |
3,282,643 |
|
|
Rs. |
2,239,197 |
|
|
Rs. |
3,815,475 |
|
|
Rs. |
2,782,545 |
|
Active
pharmaceutical
ingredients and
intermediates |
|
|
2,905,863 |
|
|
|
1,186,883 |
|
|
|
3,240,297 |
|
|
|
1,032,260 |
|
Generics |
|
|
12,112,534 |
|
|
|
4,379,900 |
|
|
|
4,173,740 |
|
|
|
1,911,661 |
|
Drug discovery |
|
|
37,532 |
|
|
|
|
|
|
|
7,702 |
|
|
|
(13,186 |
) |
Custom
pharmaceutical
services |
|
|
1,668,149 |
|
|
|
489,044 |
|
|
|
1,159,998 |
|
|
|
547,674 |
|
Others |
|
|
31,824 |
|
|
|
(6,751 |
) |
|
|
54,001 |
|
|
|
20,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
20,038,545 |
|
|
Rs. |
8,288,273 |
|
|
Rs. |
12,451,213 |
|
|
Rs. |
6,281,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
Six months ended |
|
|
|
September 30, 2006 |
|
|
September 30, 2007 |
|
|
|
|
|
|
|
Gross profit / |
|
|
|
|
|
|
Gross profit / |
|
|
|
Revenues |
|
|
(loss) |
|
|
Revenues |
|
|
(loss) |
|
Formulations |
|
Rs. |
6,817,478 |
|
|
Rs. |
4,709,311 |
|
|
Rs. |
7,866,670 |
|
|
Rs. |
5,688,599 |
|
Active
pharmaceutical
ingredients and
intermediates |
|
|
5,206,635 |
|
|
|
1,800,191 |
|
|
|
5,857,360 |
|
|
|
2,059,596 |
|
Generics |
|
|
18,849,720 |
|
|
|
6,977,899 |
|
|
|
8,385,105 |
|
|
|
3,916,446 |
|
Drug discovery |
|
|
62,854 |
|
|
|
|
|
|
|
25,792 |
|
|
|
(12,551 |
) |
Custom
pharmaceutical
services |
|
|
3,086,464 |
|
|
|
908,223 |
|
|
|
2,177,253 |
|
|
|
764,673 |
|
Others |
|
|
64,800 |
|
|
|
(18,402 |
) |
|
|
122,090 |
|
|
|
(66,372 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
34,087,951 |
|
|
Rs. |
14,377,222 |
|
|
Rs. |
24,434,270 |
|
|
Rs. |
12,350,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b) Analysis of revenue by geography
The Companys business is organized into five key geographic segments. Revenues are
attributable to individual geographic segments based on the location of the customer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
India |
|
Rs. |
2,429,671 |
|
|
Rs. |
2,764,363 |
|
|
Rs. |
4,822,185 |
|
|
Rs. |
5,339,694 |
|
North America |
|
|
10,195,574 |
|
|
|
2,913,553 |
|
|
|
15,052,028 |
|
|
|
5,488,439 |
|
Europe |
|
|
3,847,981 |
|
|
|
3,515,678 |
|
|
|
7,095,011 |
|
|
|
7,179,412 |
|
Russia and other
countries of the
former Soviet Union |
|
|
1,023,984 |
|
|
|
1,301,866 |
|
|
|
2,487,991 |
|
|
|
2,968,507 |
|
Others |
|
|
2,541,335 |
|
|
|
1,955,753 |
|
|
|
4,630,736 |
|
|
|
3,458,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rs. |
20,038,545 |
|
|
Rs. |
12,451,213 |
|
|
Rs. |
34,087,951 |
|
|
Rs. |
24,434,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
DR. REDDYS LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
15. Segment reporting and related information (continued)
c) Analysis of property, plant and equipment by geography
Property, plant and equipment (net) attributed to individual geographic segments are given
below:
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
|
As of September 30, |
|
|
|
2007 |
|
|
2007 |
|
India |
|
Rs. |
10,061,138 |
|
|
Rs. |
11,340,458 |
|
North America |
|
|
1,701,157 |
|
|
|
1,563,544 |
|
Russia and other countries of the former Soviet Union |
|
|
26,618 |
|
|
|
141,268 |
|
Europe |
|
|
629,330 |
|
|
|
611,878 |
|
Others |
|
|
9,555 |
|
|
|
942 |
|
|
|
|
|
|
|
|
|
|
Rs. |
12,427,798 |
|
|
Rs. |
13,658,090 |
|
|
|
|
|
|
|
|
16. Subsequent events
Write-down of intangible assets acquired in betapharm
During the quarter ended December 31, 2007, triggered by certain adverse market
conditions such as decreases in market prices and an increasing trend in a new type of rebate being
negotiated with SIC fund companies, and further affected due to supply constraints resulting in
stock out situations, the Company tested its carrying value of betapharm intangibles for
impairment. As a result of this review, the Company recorded a write-down of intangible assets of
Rs.2,361,008 and adjusted the carrying value of product related intangibles as of December 31,
2007. The above write down relates to the Companys generics segment. The Companys impairment
evaluation did not require any impairment to be recognized for goodwill.
Write-down of intangible assets acquired in Iberia acquisition
In May 2006, the
Companys subsidiary, Reddy Pharma Iberia, S.A., acquired marketing authorizations and marketing authorization
applications for certain specialty pharmaceutical products, along with the related trademark rights and
physical inventories of the products, from Laboratorios Litaphar, S.A. (Litaphar) for a total consideration
of Rs. 218,920 (Euro 3,740), including a contingent consideration of Rs.25,610. Litaphar, a Spanish company,
was engaged in the promotion, distribution and commercialization of pharmaceutical products and chemical-pharmaceutical
specialties. As a result of this acquisition, the Company acquired an opportunity to sell those products
using their existing brand names through its generics sales and marketing network. During the quarter ended
March 31, 2008, triggered by certain adverse market conditions such as decrease in sales and increase in cost
of procurement, the Company tested carrying value of Litaphar intangibles for impairment. The fair values of
these intangibles were determined based on a discounted cash flow approach. As a result of this review, the
Company recorded a write-down of intangible assets amounting to Rs. 127,506 and adjusted the carrying value
of product related intangibles as of March 31, 2008. The above write down relates to the Companys generics
segment.
Impairment
of goodwill
During the quarter
ended March 31, 2008, the Company impaired goodwill amounting to Rs. 90,437 which relates to the Companys drug discovery
segment.
Acquisitions
In April 2008, the
Company acquired a unit of The Dow Chemical Company associated with its
United Kingdom sites in Mirfield and Cambridge. The acquisition includes customer contracts, associated
products, process technology, intellectual property, trademarks and the Dowpharma Small Molecules
facilities located in Mirfield and Cambridge, United Kingdom. The
Company also acquired a non-exclusive
license to Dows Pfēnex Expression Technology for biocatalysis
development.
In April 2008, the
Company acquired Jet Generici Srl, a company engaged in the sale of generic finished dosages in Italy.
In
April 2008, the Company acquired BASF SEs pharmaceutical contract
manufacturing business and its manufacturing facility in Shreveport, Louisiana, USA. 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 ANDAs and NDAs, trademarks and the Shreveport manufacturing facility.
31
OPERATING AND FINANCIAL REVIEW
Three months ended September 30, 2007 compared to three months ended September 30, 2006
The following discussion and analysis should be read in conjunction with the condensed
consolidated financial statements and the related 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, 2007 on
file with the SEC (our Form 20-F) and the unaudited interim condensed consolidated financial
statements contained in this Report on Form 6-K and the related notes.
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.
The following table sets forth, for the periods indicated, our consolidated revenues and gross
margins by segment:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2006 |
|
|
Three months ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
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|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Revenues |
|
|
Gross |
|
|
margin |
|
|
|
|
|
|
Revenues |
|
|
Gross |
|
|
margin |
|
|
|
Revenues |
|
|
% to |
|
|
margin |
|
|
% to |
|
|
Revenues |
|
|
% to |
|
|
margin |
|
|
% to |
|
|
|
(Rs. Millions) |
|
|
total |
|
|
(Rs. Millions) |
|
|
sales |
|
|
(Rs. Millions) |
|
|
total |
|
|
(Rs. Millions) |
|
|
sales |
|
|
|
|
|
|
Formulations |
|
Rs. |
3,282.6 |
|
|
|
16.4 |
% |
|
Rs. |
2,239.2 |
|
|
|
68.2 |
% |
|
Rs. |
3,815.5 |
|
|
|
30.7 |
% |
|
Rs. |
2,782.5 |
|
|
|
72.9 |
% |
Active
pharmaceutical
ingredients
and
intermediates |
|
|
2,905.9 |
|
|
|
14.5 |
% |
|
|
1,186.9 |
|
|
|
40.8 |
% |
|
|
3,240.3 |
|
|
|
26.0 |
% |
|
|
1032.3 |
|
|
|
31.9 |
% |
Generics |
|
|
12,112.5 |
|
|
|
60.4 |
% |
|
|
4,379.9 |
|
|
|
36.2 |
% |
|
|
4,173.7 |
|
|
|
33.5 |
% |
|
|
1,911.7 |
|
|
|
45.8 |
% |
Drug discovery |
|
|
37.5 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
7.7 |
|
|
|
0.1 |
% |
|
|
(13.2 |
) |
|
|
(171.4 |
%) |
Custom
pharmaceutical
services |
|
|
1,668.2 |
|
|
|
8.3 |
% |
|
|
489.0 |
|
|
|
29.3 |
% |
|
|
1,160.0 |
|
|
|
9.3 |
% |
|
|
547.7 |
|
|
|
47.2 |
% |
Others |
|
|
31.8 |
|
|
|
0.2 |
% |
|
|
(6.7 |
) |
|
|
(21.1 |
)% |
|
|
54.0 |
|
|
|
0.4 |
% |
|
|
20.6 |
|
|
|
38.1 |
% |
|
|
|
|
|
|
Total |
|
Rs. |
20,038.5 |
|
|
|
100.0 |
% |
|
Rs. |
8,288.3 |
|
|
|
41.4 |
% |
|
Rs. |
12,451.2 |
|
|
|
100.0 |
% |
|
Rs. |
6,281.5 |
|
|
|
50.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
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 |
|
Increase/ |
|
|
September 30, |
|
(Decrease) |
|
|
2006 |
|
2007 |
|
|
|
|
|
Revenues |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
(37.9 |
) |
Gross margin |
|
|
41.4 |
|
|
|
50.4 |
|
|
|
(24.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
18.3 |
|
|
|
32.2 |
|
|
|
9.3 |
|
Research and development expenses |
|
|
2.0 |
|
|
|
6.5 |
|
|
|
101.6 |
|
Amortization expenses |
|
|
2.0 |
|
|
|
3.3 |
|
|
|
1.8 |
|
Foreign exchange (gain)/loss |
|
|
(0.3 |
) |
|
|
(2.1 |
) |
|
|
366.2 |
|
Operating income |
|
|
19.3 |
|
|
|
10.5 |
|
|
|
(66.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense)/income, net |
|
|
(1.6 |
) |
|
|
0.9 |
|
|
NC |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
17.6 |
|
|
|
11.4 |
|
|
|
(59.7 |
) |
Income tax benefit/(expenses) |
|
|
(3.7 |
) |
|
|
10.0 |
|
|
NC |
Net income |
|
|
14.0 |
|
|
|
21.5 |
|
|
|
(4.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
Our overall revenues decreased by 37.9% from Rs.20,038.5 million in the three months ended
September 30, 2006, as compared to Rs.12,451.2 million in the three months ended September 30,
2007. |
|
|
|
Revenues from our formulations segment increased by 16.2% compared to the three months
ended September 30, 2006. This increase was primarily driven by an increase in revenues from
India, Russia and former CIS countries. |
|
|
|
Revenues from our active pharmaceutical ingredients and intermediates (API) segment
increased by 11.5% compared to the three months ended September 30, 2006. This increase was
driven by a growth in revenues from our India, North America (United States and Canada) and
Europe regions. |
|
|
|
Revenues of our generics segment decreased by 65.5% compared to the three months ended
September 30, 2006. The decline was primarily the result of a decline in revenues from sales
of authorized generics products that we launched during the three months ended September 20,
2006. Excluding these products from both periods, revenues decreased by 17.8%. |
|
|
|
Revenues in our CPS segment decreased by 30.5% compared to the three months ended September
30, 2006. This decrease was primarily on account of a decrease in sales of our key products
naproxen and naproxen sodium. |
|
|
|
The appreciation of of the Indian rupee against the U.S. dollar by approximately 13% (the
average of daily rates for the three months ended September 30, 2007 over the average of daily
rates for the three months ended September 30, 2006) resulted in a negative impact on sales
because of the decline in rupee realization on sales made in U.S. dollars. |
Segment analysis
Formulations. In the three months ended September 30, 2007, this segment contributed 30.7% of
our total revenues, as compared to 16.4% in the three months ended September 30, 2006. Revenues in
this segment increased by 16.2% to Rs.3,815.5 million for the three months ended September 30,
2007, as compared to Rs.3,282.6 million for the three months ended September 30, 2006.
Revenues from sales of formulations in India constituted 53.8% of our total formulations
revenues for the three months ended September 30, 2007 compared with 57.6% for the three months
ended September 30, 2006. Revenues from India increased by 8.6% to Rs.2,053.5 million for the three
months ended September 30, 2007 from Rs.1,890.6 million for the three months ended September 30,
2006. This increase in revenues was on account of an increase in revenues of key brands such as
Nise, our brand of nimesulide, Razo, our brand of rabeprazole, Stamlo, our brand of amlodipine,
Leon, our brand of levofloxacin, and Omez, our brand of omeprazole. New products launched in India
in the fiscal year commencing April 1, 2007 contributed Rs.47.2 million of revenues in the three
months ended September 30, 2007.
Revenues from sales of formulations outside India increased by 26.6% to Rs.1,762.0 million in
the three months ended September 30, 2007 from Rs.1,392.1 million in the three months ended
September 30, 2006. Revenues from sales of formulations in
33
Russia increased by 25.1% to Rs.979.8 million in the three months ended September 30, 2007
from Rs.783.2 million in the three months ended September 30, 2006. This increase was on account of
higher revenues from sales of our key brands such as Nise, our brand of nimesulide, Ketorol, our
brand of ketorolac, Omez, our brand of omeprazole and Enam, our brand of enalapril. Revenues from
other former Soviet Union countries increased by 33.8% to Rs.322.1 million in the three months
ended September 30, 2007 as compared to Rs.240.7 million in the three months ended September 30,
2006, primarily driven by an increase in revenues from sales of formulations in Ukraine, Belarus,
and Kazakhstan.
Active Pharmaceutical Ingredients and Intermediates. In the three months ended September 30,
2007, this segment contributed 26.0% of our total revenues compared to 14.5% in the three months
ended September 30, 2006. Revenues in this segment increased by 11.5% to Rs.3,240.3 million in the
three months ended September 30, 2007, as compared to Rs.2,905.9 million in the three months ended
September 30, 2006.
In the three months ended September 30, 2007, revenues from sales of API in India accounted
for 21.7% of our revenues from this segment compared to 17.3% in the three months ended September
30, 2006. Revenues from sales of API in India increased by 40.2% to Rs.703.2 million in the three
months ended September 30, 2007, as compared to Rs.501.6 million in the three months ended
September 30, 2006. This increase was primarily due to an increase in revenues from sales of
ciprofloxacin, clopidogrel and ramipril, and was partially offset by a decrease in revenues from
sales of ranitidine and losartan.
Revenues from sales of API outside India increased by 5.5% to Rs.2,537.1 million in the three
months ended September 30, 2007 from Rs.2,404.3 million in the three months ended September 30,
2006. Revenues from North America increased by 46.2% to Rs.639.8 million in the three months ended
September 30, 2007 from Rs.437.5 million in the three months ended September 30, 2006. This
increase was primarily on account of an increase in revenues from sales of finasteride and
olanzapine, which was partially offset by a decrease in revenues from sales of naproxen sodium and
ibuprofen. Revenues from Europe increased by 11.1% to Rs.595.3 million in the three months ended
September 30, 2007 from Rs.535.6 million in the three months ended September 30, 2006. The increase
in revenues was mainly on account of sales of olanzapine, montelukast and sales of ibandronate
sodium, which had not yet been launched in the three months ended September 30, 2006. This increase
was partially offset by a decrease in sales of ramipril and finasteride. Revenues from other
markets decreased by 9.0% to Rs.1,302.1 million in the three months ended September 30, 2007 from
Rs.1,431.2 million in the three months ended September 30, 2006, primarily due to a decrease in
revenues from Israel and Egypt, which was partially offset by an increase in revenues from South
Korea, Turkey and Japan.
Generics. In the three months ended September 30, 2007, this segment contributed 33.5% of our
total revenues compared to 60.4% in the three months ended September 30, 2006. Revenues decreased
by 65.5% to Rs.4,173.7 million in the three months ended September 30, 2007 from Rs.12,112.5
million in the three months ended September 30, 2006. Revenues from sales of generic products in
North America decreased by 77.2% to Rs.2,074.5 million in the three months ended September 30, 2007
from Rs.9,082.3 million in the three months ended September 30, 2006. Excluding the revenues from
sales of authorized generics, the revenues increased by 13.0% to Rs.1,439.7 million. This increase
was primarily due to revenues from sale of ondansetron, our generic version of Zofran® launched in
December 2006, of Rs.206.8 million and an increase in revenues from sale of citalopram.
Revenues from sales of generic products in Europe decreased by 31.0% to Rs.2,086.9 million in
the three months ended September 30, 2007, as compared to Rs.3,026.2 million in the three months
ended September 30, 2006. The decrease was primarily on account of a decline in price realizations
in Germany as well as the United Kingdom for key products in these countries.
Custom Pharmaceutical Services (CPS). Revenues from our CPS segment decreased by Rs.30.5% to
Rs.1,160.0 million in the three months ended September 30, 2007 from Rs.1,668.1 million in the
three months ended September 30, 2006. This decrease was primarily on account of a decrease in
sales of our key products naproxen and naproxen sodium.
Gross Margin
Total gross margin decreased by 24.2% to Rs.6,281.5 million in the three months ended
September 30, 2007 from Rs.8,288.3 million in the three months ended September 30, 2006. Total
gross margin as a percentage of total revenues was 50.4% in the three months ended September 30,
2007, compared to 41.4% in the three months ended September 30, 2006.
Formulations. Gross margin, as a percentage of sales of segments revenues, was 72.9% in the
three months ended September 30, 2007 compared to 68.2% in the three months ended September 30,
2006. The increase in gross margin as a percentage of revenues was mainly due to a decrease in
excise duty expense as a percentage of revenues on account of benefits realized from the full
operation of a new plant situated at Baddi, India, which is a tax free zone. The increase in gross
margin as a percentage of revenues was also on account of an increase in product prices in India,
which increase was effective as of October 2006, and in Russia, which increase was effective as of
June 2007. Gross margin increased by 24.3% to Rs.2,782.5 million for the three months ended
September 30, 2007, from Rs.2,239.2 million for the three months ended September 30, 2006, which
increase was in line with the increase in sales.
34
Active Pharmaceutical Ingredients and Intermediates. Gross margin as a percentage of sales of
this segments revenues decreased to 31.9% in the three months ended September 30, 2007, from 40.8%
in the three months ended September 30, 2006. The decrease was primarily on account of the
unfavorable impact of depreciation of the U.S. Dollar compared to the Indian Rupee, partially
offset by sales of high margin products such as olanzapine and amlodipine. Gross margin decreased
by 17.7 % to Rs.1032.3 million in the three months ended September 30, 2007 from Rs.1,186.9 million
in the three months ended September 30, 2006.
Generics. Gross margin as a percentage of sales of this segments revenues was 45.8% in the
three months ended September 30, 2007 compared to 36.2% in the three months ended September 30,
2006. The increase in gross margin as a percentage of revenues was due to a decrease in
contribution from low margin revenues from sales of authorized generics. These products contributed
64.4% of segment revenues in the three months ended September 30, 2006 compared to 15.2% of segment
revenues in the three months ended September 30, 2007. The increase in gross margin as a percentage
of revenues was also on account of sales of high margin ondansetron in North America. Gross margin
decreased by 56.4% to Rs.1,911.7 million in the three months ended September 30, 2007 from
Rs.4,379.9 million in the three months ended September 30, 2006, in line with decrease in sales.
Custom Pharmaceutical Services (CPS). Gross margin, as a percentage of sales of this segments
revenues was 47.2% in the three months ended September 30, 2007 compared to 29.3% in the three
months ended September 30, 2006. This increase was on account of an increase in the proportion of
revenues from our service business, partially offset by a decrease in sales of our high margin
products naproxen and naproxen sodium. Gross margin increased by 12.0% to Rs.547.7 million in the
three months ended September 30, 2007 compared to Rs.489.0 million in the three months ended
September 30, 2006.
Selling, general and administrative expenses
Selling, general and administrative expenses as a percentage of total revenues were 32.2% in
the three months ended September 30, 2007 as compared to 18.3% in the three months ended September
30, 2006. Selling, general and administrative expenses increased by 9.3% to Rs.4,009.9 million in
the three months ended September 30, 2007 from Rs.3,667.5 million in the three months ended
September 30, 2006. This increase was largely due to an increase in legal and professional expenses
due to various due diligence activities undertaken by us on prospective acquisitions, an increase
in advertisement cost in our formulations segment due to advertisements for key products in
Ukraine, Russia and Belarus, an increase in commission on sales, and an increase in selling
expenses and shipping charges in line with the increase in our sales volumes. Employee costs also
increased due to an increase in the number of employees at September 30, 2007 as well as annual
raises and market corrections.
Research and development expenses
Research and development expenses increased by 101.6% to Rs.809.6 million in the three months
ended September 30, 2007 from Rs.401.5 million in the three months ended September 30, 2006. As a
percentage of revenues, research and development expenditure accounted for 6.5% of total revenue in
the three months ended September 30, 2007 as compared to 2.0% in the three months ended September
30, 2006. Under the terms of our research and development partnership with I-VEN Pharma Capital
Limited (I-VEN), we received Rs.984.6 million in March 2005 to be applied to research and
development costs in our generics segment, of which Rs.218.4 million was recognized as a reduction
in research and development expenses for the three months ended September 30, 2006. For the three
months ended September 30, 2007, we received Rs.27.1 million compared to Rs.123.2 million for the
three months ended September 30, 2006 from Perlecan Pharma Private Limited (Perlecan) as
reimbursement of expenses incurred by us in our discovery segment for the development of New
Chemical Entities (NCEs) assigned to Perlecan under the terms of our research and development
arrangement entered into during fiscal 2006. Excluding the impact of the above arrangements with
I-VEN and Perlecan, research and development expenses have increased by 12.6% as compared to the
three months ended September 30, 2006. The increase in research and development expenses was
primarily on account of an increase in expenses in our active pharmaceutical ingredients and
intermediates and generics segments, partially offset by a decrease in expenses in our discovery
segment because of reduced activity.
35
Amortization expenses
Amortization expenses increased by 1.8% to Rs.409.8 million in the three months ended
September 30, 2007 from Rs.402.4 million in the three months ended September 30, 2006. The
marginal increase in amortization expense during the current quarter (as compared to the quarter
ended September 30, 2006) was primarily on account of increased amortization of the intangible
relating to beneficial toll manufacturing contract. During the quarter ended March 31, 2007,
pursuant to an amendment to the beneficial toll manufacturing contract, the useful life of the
intangible asset was reduced.
Foreign exchange gain/loss
Foreign exchange gain was Rs.255.3 million in the three months ended September 30, 2007
compared to a gain of Rs.54.8 million in the three months ended September 30, 2006. In the three
months ended September 30, 2007, the rupee, compared to its opening value, appreciated by Rs.0.86
per U.S.$1.00. Our gain was primarily on account of mark to market gain as well as realized gains
on derivative contracts, taken to hedge receivables and deposits, and translation gains of loans.
This gain was partially offset by translation loss on deposits and translation and realization loss
on receivables net of payables.
In the three months ended September 30, 2006, the rupee appreciated by Rs.0.115 per U.S.$1.00.
The gain for that period was on account of a gain on Short U.S.$/INR Forward Contracts taken to
hedge receivables and a gain on packing credit in foreign currency. However, those gains were
offset by losses on translation of receivables net of payables.
Operating income
As a result of the foregoing, our operating income decreased to Rs.1,307.1 million for the
three months ended September 30, 2007, as compared to Rs.3,873.4 million for the three months ended
September 30, 2006.
Other expense/income, net
In the three months ended September 30, 2007 our net other income, net of other expense, was
Rs.111.5 million. Against this we had net other expense, net of other income, of Rs.321.2 million
in the three months ended September 30, 2006. This was primarily due to net interest income of
Rs.41.9 million in the three months ended September 30, 2007 compared to net interest expense of
Rs.370.6 million in the three months ended September 30, 2006. Net interest income in the three
months ended September 30, 2007 was on account of lower interest expense and higher interest income
on fixed deposits. Lower interest expense in the three months ended September 30, 2007 was because
of repayment of a 130 million loan during the six months ended September 30, 2007 and reduced
demand loans taken towards working capital requirements during the three months ended September 30,
2007. Higher interest income resulted from increased investments in fixed deposits.
Income before income taxes and minority interest
As a result of the foregoing, income before income taxes and minority interest decreased to
Rs.1,422.1 million in the three months ended September 30, 2007 compared to Rs.3,530.8 million in
the three months ended September 30, 2006.
Income tax benefit/expense
We had income tax benefit of Rs.1,248.5 million in the three months ended September 30, 2007
compared to income tax expense of Rs.737.1 million in the three months ended September 30, 2006.
Income tax benefit in the three months ended September 30, 2007 was on account of a reversal of
Rs.1,408.4 million of deferred tax liability created in betapharm because of reduction in tax rates in Germany.
Net income
As a result of the above, our net income decreased to Rs.2,671.6 million for the three months
ended September 30, 2007 compared to Rs.2,797.7 million for the three months ended September 30,
2006.
36
Critical Accounting Policies
Critical accounting policies are those most important to the portrayal of our financial
condition and result and require the most exercise of our judgment. We consider the policies
discussed under the following paragraphs to be critical for an understanding of our financial
statements.
Accounting estimates
While preparing financial statements, we make estimates and assumptions that affect the
reported amount of assets, liabilities, disclosure of contingent liabilities at the balance sheet
date and the reported amount of revenues and expenses for the reporting period. Financial reporting
results rely on our estimate of the effect of certain matters that are inherently uncertain. Future
events rarely develop exactly as forecasted and even the best estimates require adjustments, as
actual results may differ from these estimates under different assumptions or conditions. We
continually evaluate these estimates and assumptions based on the most recent available
information. Specifically, we make estimates of:
|
|
the useful life of property, plant and equipment and intangible assets; |
|
|
|
impairment of long-lived assets, including identifiable intangibles and goodwill; |
|
|
|
our future obligations under employee retirement and benefit plans; |
|
|
|
allowances for doubtful accounts receivable; |
|
|
|
inventory write-downs; |
|
|
|
allowances for sales returns; and |
|
|
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valuation allowance against deferred tax assets. |
We depreciate the value of property, plants and equipment over their useful lives using the
straight-line method. Estimates of useful life are subject to change in economic environments and
different assumptions. Assets under capital leases are amortized over their estimated useful life
or lease terms, as appropriate. We review long-lived assets, including identifiable intangibles and
goodwill, for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. We measure recoverability of assets to be held and used
by comparing the carrying amount of an asset to future net undiscounted cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets exceeds the fair
value of the assets. Considerable management judgment is necessary to estimate discounted future
cash flows. Accordingly, actual outcomes could vary significantly from such estimates. Factors,
such as changes in the planned use of buildings, machinery or equipment or lower than anticipated
sales for products with capitalized rights, could result in shortened useful lives or impairment.
In accordance with applicable Indian laws, we provide a defined benefit retirement plan
(Gratuity Plan) covering certain categories of employees. The Gratuity Plan provides a lump sum
payment to vested employees at retirement or termination of employment, in an amount based on the
respective employees last drawn salary and the years of employment with us. Liabilities with
regard to the Gratuity Plan are determined by an actuarial valuation, based upon which we make
contributions to the Gratuity Fund. In calculating the expense and liability related to the plan,
assumptions are made about the discount rate, expected rate of return on plan assets, withdrawal
and mortality rates and rate of future compensation increases, as determined by us, within certain
guidelines. The assumptions used may differ materially from actual results, resulting in
significant impact on the amount of expense recorded by us.
We make allowance for doubtful accounts receivable, including receivables sold with recourse,
based on the present and prospective financial condition of the customer and ageing of the accounts
receivable after considering historical experience and the current economic environment. Actual
losses due to doubtful accounts may differ from the allowances made. However, we believe that such
losses will not materially affect our consolidated results of operations.
We provide for inventory obsolescence, expired inventory and inventories with carrying values
in excess of realizable values based on our assessment of future demands, market conditions and our
specific inventory management initiatives. If the market conditions and actual demand are less
favorable than our estimates, additional inventory write-downs may be required. In all cases,
inventory is carried at the lower of historical cost or realizable value.
Revenue recognition
Product sales
Revenue is recognized when significant risks and rewards with respect to ownership of products
are transferred to the customer, generally stockists or formulations manufacturers, and when the
following criteria are met:
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Persuasive evidence of an arrangement exists; |
37
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The price to the buyer is fixed and determinable; and |
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Collectibility of the sales price is reasonably assured. |
Revenue from domestic sales of formulation products is recognized on dispatch of the product
to the stockist by our consignment and clearing and forwarding agent. Revenue from domestic sales
of active pharmaceutical ingredients and intermediates is recognized upon dispatch of the products
to customers from our factories. Revenue from export sales is recognized when significant risks and
rewards are transferred to the customer, generally upon shipment of the products.
Revenue from product sales include excise duties and is shown net of sales tax and applicable
discounts and allowances.
Sales of formulations in India are made through clearing and forwarding agents to stockists.
Significant risks and rewards in respect of ownership of formulation products are transferred by us
when the goods are shipped to stockists from clearing and forwarding agents. Clearing and
forwarding agents are generally compensated on a commission basis as a percentage of sales made by
them.
Sales of active pharmaceutical ingredients and intermediates in India are made directly to the
end customers, generally formulation manufacturers, from the factories. Sales of formulations and
active pharmaceutical ingredients and intermediates outside India are made directly to the end
customers, generally stockists or formulations manufacturers, from us or our consolidated
subsidiaries.
We have entered into marketing arrangements with certain marketing partners for the sale of
goods. Under such arrangements, we sell generic products to our marketing partners at a price
agreed in the arrangement. Revenue is recognized on these transactions upon delivery of products to
our marketing partners, as all the conditions under Staff Accounting Bulletin No.104 (SAB 104)
are then met. Subsequently, the marketing partners remit an additional amount upon subsequent sales
made by them to the end customer. Such amount is determined as per the terms of the arrangement and
is recognized by us when the realization is certain under the guidance in SAB 104.
We have entered into certain dossier sales, licensing and supply arrangements that include
certain performance obligations. Based on an evaluation of whether or not these obligations are
inconsequential or perfunctory, we defer the upfront payments received towards these arrangements.
Such deferred amounts are recognized in the income statement in the period in which we complete our
remaining performance obligations.
Sales of generic products are recognized as revenue when the products are shipped and title
and risk of loss passes to the customers. A chargeback claim is a claim made by the wholesaler
for the difference between the price at which the product is sold to customers and the price at
which it is procured from us. Provision for such chargebacks are accrued and are estimated based on
the historical average chargeback rate actually claimed over a period of time, current contract
prices with wholesalers and other
customers and the wholesalers average inventory holding. Such provisions are recorded as a
reduction of accounts receivable.
We account for sales returns in accordance with SFAS 48 by establishing an accrual in an
amount equal to our estimate of sales recorded for which the related products are expected to be
returned.
We deal in various products and operate in various markets and our estimate is determined
primarily by our experience in these markets for the products. For returns of established products,
we determine an estimate of the sales returns accrual primarily based on our historical experience
regarding sales returns. Additionally, other factors that we consider in our estimate of sales
returns include levels of inventory in the distribution channel, estimated shelf life, product
discontinuances, price changes of competitive products, introductions of generic products and
introductions of competitive new products to the extent each of them has an impact on our business
and markets. We consider all of these factors and adjust the accrual to reflect actual experience.
In respect of certain markets, we consider the level of inventory in the distribution channel
and determine whether an adjustment to our sales return accrual is appropriate. For example, if the
level of inventory in the distribution channel increases, we analyze the reasons for the increase,
and if the reasons indicate that sales returns will be larger than expected, we adjust the sales
returns accrual. Further, the products and markets in which we operate have a rapid distribution
cycle, and therefore, products are sold to the ultimate customer within a very short period of
time. As a result, the impact of changes in levels of inventory in the distribution channel
historically has not caused any material changes in our return estimates. Further, we have not had
any significant product recalls / discontinuances within our product portfolio, which could
potentially require us to make material changes to our estimates.
With respect to new products that we introduce, they are either extensions of an existing line
of products or in a general therapeutic category where we have historical experience. Our new
product launches have historically been in therapeutic categories where established products exist
and are sold either by us or our competitors. We have not yet introduced products in any new
therapeutic category where the acceptance of such products is not known. The amount of sales
returns for our newly launched products are not significantly different from current products
marketed by us, nor are they significantly different from the sales returns
38
of our competitors as we understand them to be based on industry publications and discussions with
our customers. Accordingly, we do not expect sales returns for new products to be significantly
different than expected sales returns of current products. We evaluate the sales returns of all of
the products at the end of each reporting period and necessary adjustments, if any, are made.
However, to date, no significant revision has been determined to be necessary.
License fees
Non-refundable milestone payments are recognized in the statement of income when earned, in
accordance with the terms prescribed in the license agreement, and where we have no future
obligations or continuing involvement pursuant to such milestone payment. Non-refundable up-front
license fees are deferred and recognized when the milestones are earned, in proportion that the
amount of each milestone earned bears to the total milestone amounts agreed in the license
agreement. As the upfront license fees are a composite amount and cannot be attributed to a
specific molecule, they are amortized over the development period. The milestone payments during
the development period increase as the risk involved decreases. The agreed milestone payments
reflect the progress of the development of the molecule and may not be spread evenly over the
development period. Furthermore, the milestone payments are a fair representation of the extent of
progress made in the development of these molecules. Hence, the upfront license fees are amortized
over the development period in proportion to the milestone payments received. In the event that the
development is discontinued, the corresponding amount of deferred revenue is recognized in the
income statement in the period in which the project is effectively terminated.
Service income
Income from services, which primarily relates to contract research, is recognized as the
related services are performed in accordance with the terms of the contract, as all the conditions
under SAB 104 are met. Arrangements with customers for contract research and other related services
are either on a fixed price, fixed timeframe or a time and material basis.
Stock Based Compensation
We use the Black-Scholes option pricing model to determine the fair value of each option
grant. The Black-Scholes model includes assumptions regarding dividend yields, expected
volatility, expected lives and risk free interest rates. These assumptions reflect our best
estimates, but these assumptions involve inherent market uncertainties based on market conditions
generally outside of our control. As a result, if other assumptions had been used in the current
period, stock-based compensation expense could have been materially impacted. Furthermore, if we
use different assumptions in future periods, stock-based compensation expense could be materially
impacted in future years.
The fair value of each option is estimated on the date of grant using the Black-Scholes model
with the following assumptions:
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Three months ended September 30, |
|
Six months ended September 30, |
|
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2006 |
|
2007* |
|
2006 |
|
2007 |
Dividend yield |
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|
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|
0.4 |
% |
|
|
0.75 |
% |
Expected life |
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|
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|
12-78 months |
|
12-48 months |
Risk free interest rates |
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|
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|
4.5 7.5 |
% |
|
|
7.8-8.2 |
% |
Volatility |
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|
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|
|
|
|
|
23.4 50.7 |
% |
|
|
28.4 32.7 |
% |
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|
* |
|
No grants were made during the three months ended September 30, 2006 and 2007. |
Prior to April 1, 2006, we accounted for our stock-based compensation plans under SFAS 123. On
April 1, 2006, we adopted SFAS No. 123(R) (revised 2004), Share Based Payment (SFAS No. 123(R))
under the modified-prospective application. Under the modified-prospective application, SFAS No.
123(R) applies to new awards and to awards modified, repurchased, or cancelled after adoption.
Under SFAS.No. 123 we had a policy of recognizing the effect of forfeitures only as they
occurred. Accordingly, as required by SFAS No. 123(R), on April 1, 2006, we estimated the
forfeiture of the outstanding unvested stock options as of April 1, 2006 and have recognized a gain
of Rs.14,806 on account of cumulative effect adjustments for estimating forfeitures rather than
actual forfeitures. For the six months ended September 30, 2006 and 2007, an amount of Rs.84,058
and Rs.107,664, respectively, has been recorded as total employee stock-based compensation expense.
39
Functional Currency
Our foreign subsidiaries have different functional currencies, determined based on the
currency of the primary economic environment in which they operate. For subsidiaries that operate
in a highly inflationary economy, the functional currency is determined as the Indian rupee. Due to
various subsidiaries operating in different geographic locations, a significant level of judgment
is involved in evaluating the functional currency for each subsidiary.
With respect to our foreign subsidiaries which market our products in their respective
countries/regions, the functional currency has been determined as the Indian rupee, based on an
individual and collective evaluation of the various economic factors listed below.
The operations of these foreign subsidiaries are largely restricted to importing finished
goods from us in India, sale of these products in the foreign country and remitting the sale
proceeds to us. The cash flows realized from the sale of goods are readily available for remittance
to us and cash is remitted to us on a regular basis. The costs incurred by these subsidiaries are
primarily the cost of goods imported from us. The financing of these subsidiaries is done directly
or indirectly by us.
With respect to other subsidiaries, the functional currency is determined as the local
currency, meaning the currency of the primary economic environment in which the subsidiary
operates.
Income Taxes
As part of the process of preparing our financial statements, we are required to estimate our
income taxes in each of the jurisdictions in which we operate. We are subject to tax assessments in
each of these jurisdictions. A tax assessment can involve complex issues, which can only be
resolved over extended time periods. Additionally, the provision for income tax is calculated based
on our assumptions as to our entitlement to various benefits under the applicable tax laws in the
jurisdictions in which we operate. The entitlement to such benefits depends upon our compliance
with the terms and conditions set out in these laws. Although we have considered all these issues
in estimating our income taxes, there could be an unfavorable resolution of such issues that may
affect our results of operations.
We also assess the temporary differences resulting from differential treatment of certain
items for tax and accounting purposes. These differences result in deferred tax assets and
liabilities, which are recognized in our consolidated financial statements. Deferred taxes are
accounted for using the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and
operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the statement of operations in the period that includes the enactment
date. In assessing the realizability of deferred tax assets, we consider whether it is more likely
than not that some portion or all of the deferred tax assets will not be realized. We consider the
scheduled reversal of the projected future taxable income and tax planning strategy in making this
assessment. If we estimate that the deferred tax assets cannot be realized at the recorded value, a
valuation allowance is created with a charge to the statement of income in the period in which such
assessment is made.
Litigation
Additionally, we are involved in other dipsutes, 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. In consultation with our
counsel, we assess the need to accrue a liability for such contingencies and record a reserve when
we determine that a loss related to a matter is both probable and reasonably estimable. Because
litigation and other contingencies are inherently unpredictable, our assessment can involve
judgments about future events.
40
Liquidity and Capital Resources
We have primarily financed our operations through cash flows generated from operations and
short-term borrowings for working capital. Our principal liquidity and capital needs are for making
investments, the purchase of property, plant and equipment, regular business operations and drug
discovery.
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:
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|
Six months ended September 30, |
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2006 |
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2007 |
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2007 |
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(Rs.in millions, U.S.$ in thousands) |
|
Net cash provided by/(used in): |
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|
Operating activities |
|
Rs. |
2,780.7 |
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|
Rs. |
2,244.7 |
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|
U.S.$ |
56,471 |
|
Investing activities |
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|
(594.3 |
) |
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(2,899.3 |
) |
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|
(72,941 |
) |
Financing activities |
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(795 |
) |
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|
(8,055.7 |
) |
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(202,661 |
) |
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|
|
|
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|
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|
Net increase/(decrease) in cash and cash equivalents |
|
Rs. |
1,391.4 |
|
|
Rs. |
(8,710.4 |
) |
|
U.S.$ |
(219,131 |
) |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
Rs. |
(228.5 |
) |
|
Rs. |
(825.7 |
) |
|
U.S.$ |
(20,775 |
) |
|
|
|
|
|
|
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|
Cash Flow From Operating Activities
The net cash provided by operating activities decreased to Rs.2244.7 million for the six
months ended September 30, 2007 as compared to Rs.2,780.7 million for the six months ended
September 30, 2006.
Net cash provided by operating activities for the six months ended September 30, 2007
consisted primarily of net income of Rs.4,496.7 million, an adjustment for non-cash items of Rs.337
million and an increase in working capital of Rs.2,589 million
The increase in working capital was caused by an increase in receivables of Rs.1,085, an
increase in inventories of Rs.2,320 million and an increase in other assets of Rs.1,959 million and
also by a decrease in accrued expense of Rs.957 million, partly offset by an increase in trade
payables of Rs.1,852 million and other liabilities of Rs.1,873 million.
Cash Flow From Investing Activities
Net cash used in investing activities was Rs.2,899.3 million for the six months ended
September 30, 2007, as compared to Rs.594 million for the six months ended September 30, 2006. This
increase was primarily on account of additional expenditures on property, plant and equipment of
Rs.2,261 million, acquisition of intangible assets of Rs.250 million, and net purchase of
investment securities of Rs.987 million, which was partly offset by the release of restricted cash
of Rs.586 million as a result of repayment of long term debt.
Cash Flows From Financing Activities
Net cash used in financing activities for the six months ended September 30, 2007 increased by
Rs.8,055.7 million as compared to Rs.795 million for the
six months ended September 30, 2006. The
increase was primarily due to repayment of bank borrowings and long term debt of Rs.1,306 million
and Rs.6,021 million, respectively. In addition, during the three months ended September 30, 2007,
we made a dividend payment to shareholders of Rs.737 million.
The following table provides a list of our principal debts outstanding as of September 30,
2007:
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|
Principal Amount |
|
|
Interest Rate |
|
|
|
(Rs.in millions, U.S.$ in thousands ) |
|
|
|
|
|
Debt |
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|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings from banks |
|
Rs. |
1841.58 |
|
|
U.S $ |
46,329 |
|
|
LIBOR + 50 - 65bps for FC denominated
loans and |
Long term loan |
|
|
14,508.93 |
|
|
|
365,005 |
|
|
|
EURIBOR + 70 Bps |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Rs. |
16,350.51 |
|
|
U.S $ |
411,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
Trend information
Formulations. According to the Operations Research Group International Medical Statistics
(ORG IMS) in its November 2007 Moving Annual Total (MAT) report, our sales of formulations in
India had a growth rate of 13%, as compared to the industry growth rate of 12.3% in India. We
launched 25 new products (including line extensions) in India during the fiscal year ended March
31, 2008. We expect to grow at a rate higher than the pharmaceutical industry growth rate in India.
The Drugs Consultative Committee in India, have identified a list of combination drugs being
marketed in India for withdrawal of license. Subsequent to this, a committee, chaired by Drugs
Controller General of India and comprised of the Director General of the Indian Council of Medical
Research and medical experts from hospitals and the pharmaceutical industry are reviewing the
matter to propose guidelines for approval of combination drugs in India.
The competitive environment in the developing markets outside of India is changing, with most
countries having moved or moving towards recognizing product patents. This implies that the new
product launches in the future will depend either on the innovator patent expirations or developing
non-infringing processes and/or invalidating the patents. Further, the governments in several
countries are in the process of implementing various healthcare reforms to promote the consumption
of generic drugs in order to contain their healthcare costs. This will present growth opportunities
in several of these markets though we could witness reductions in the reimbursement prices.
However, an increasing number of patent expirations over the next few years and changing
demographic conditions also present additional growth opportunities. As part of our global business
development program, we will continue to explore in-licensing and other opportunities to strengthen
our product pipeline.
Among our international markets, Russia is our single largest market. As per Pharmexpert
estimates, the pharmaceutical market in Russia is expected to grow by 5% year-on-year. Pursuant to
the Dopolnitelnoye lekarstvennoye obespechenoye (DLO) program, the Russian government purchases
drugs for free distribution to low income individuals. There is growing interest for consolidation
in the manufacturing segment. Recent transactions in the manufacturing segment include the
acquisition of Akrikhin (Polpharma) by Gideon Richter and the acquisition of Makiz Pharma by
Stada-Nizhpharm. There is also growing interest for consolidation in the distribution segment as
well. In 2008, we expect several new state social programs and measures to be introduced. Such
measures could include: allocation of higher financing to healthcare; extension of the
reimbursement list; and new government programs to support domestic producers. Recently, the
Russian government created the Department of Domestic Pharmaceuticals Industry within the Ministry
of Industry and Energy (MIE) to implement such programs and measures. Our new product launches in
the fiscal year ended March 31, 2007 and the fiscal year ended March 31, 2008, which were through a
combination of owned as well as in-licensed products, are contributing to our growth in Russia. As
per the Pharmexpert September 2007 Moving Annual Total report, overall market growth in Russia was
at 25.5%. Our entry into the hospital and over-the-counter segments also added to our growth in
Russia. We have consistently maintained the 15th rank in the Russian market for the
entire year and expect our growth momentum to continue in Russia as a result of the above
initiatives. We are also focusing on driving growth in other countries in the former Soviet Union,
as well as Venezuela, Brazil, South Africa and China.
We expect that we will continue to market our existing oncology and biotech products and
develop additional products in this category. The success of our existing products is contingent
upon the extent of competition in this category. In April 2007, we launched our second
biotechnology product, RedituxTM, Dr. Reddys brand of rituximab, a monoclonal antibody
used in the treatment of Non-Hodgkins Lymphoma. We expect to continue with our investments in
building the infrastructure and capabilities for the development and launch of additional
biogenerics in the less regulated markets in the next few years. Longer-term, we intend to target
launches in the regulated markets as and when the regulatory pathway becomes clear in these
markets.
Active Pharmaceutical Ingredients and Intermediates. In this segment, we are focused on
increasing our level of customer engagement in key markets globally to market additional products
from our product portfolio to key customers. We are also focused on identifying unique product
opportunities in key markets and protecting them through patenting strategies. As of
December 31, 2007, we had a pipeline of 110 drug master files (DMFs) in the United States. With
patent expirations in several markets in the next few years, we intend to promote growth in the
fiscal year ended March 31, 2008 and beyond by leveraging our portfolio of markets and products.
The success of our API 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.
Generics. In this segment, we are focused on the regulated markets of North America (the
United States and Canada) and Europe. In the United States, in the fiscal year ended March 31,
2008, we launched 9 new products. Our sales in the fiscal year ended March 31, 2008 are expected to
be lower than in the fiscal year ended March 31, 2007 primarily due to the significant revenues in
the fiscal year ended March 31, 2007 from the launch of fexofenadine, the generic version of
Allegra® (launched at risk in April 2006), simvastatin, the authorized generic version
of Zocor®, finasteride 5 mg, the authorized generic version of Proscar®, and
180-day marketing exclusivity in ondansetron, the generic version of Zofran®. The prices
and volume of all these products have decreased significantly in the fiscal year ended March 31,
2008 following the expiration of the 180-day marketing exclusivity period. However, in the case of
fexofenadine, the volumes increased significantly as we captured significant market share. In the
fiscal year ended March 31, 2008, sales of finasteride 5 mg tablets benefited from our commencement
of sales to the U.S. government. We also commenced sales in the private label over-the-counter
segment with ranitidine 150 mg tablets and cetrizine tablets. We intend to expand our portfolio
over the next few years by adding solid dosages forms as well as alternate dosage forms of each
product through
42
alliances to compliment our internal product development effort. We are also expanding our
presence in Canada by leveraging the infrastructure and assets that we have established for the
U.S. market. The success of our existing products is contingent upon the extent of competition in
the generics market, which we anticipate will continue to be significant. As of December 31, 2007,
we had 73 ANDAs pending approval (including ANDAs through alliances with third parties) with the
U.S. FDA. This included about 35 patent challenges. The launch of these products is contingent upon
the successful outcome of litigation related to such products.
In the United Kingdom, we did not have any significant product launches in the fiscal year
ended March 31, 2008.
In Germany, the government passed the Economic Optimization of the Pharmaceutical Care Act
(AVWG), which became effective May 1, 2006. In addition, a new list of products for which the
co-payment fee is waived came into effect in Germany from November 1, 2006. As a response to this
legislation, some of the leading pharmaceutical companies in Germany announced aggressive price
cuts and we responded with significant price cuts on those of our products subject to the new
regulations. Further, in the three months ended March 31, 2007, we witnessed supply constraints
from our lead supplier. We have re-negotiated the supply agreement with the lead supplier, Salutas
Pharma AG whereby we have converted the agreement to a non-exclusive supply arrangement allowing us
the flexibility to move individual products out of Salutas. While the products are transferred out
of Salutas to alternate manufacturing locations, Dr. Reddys agreed to pay higher costs for the
supplies which will be reflected in the results in the fiscal year ended March 31, 2008. The German
government passed the Statutory Health Insurance Competition Strengthening Act (GKV-WSG), which
became effective April 1, 2007, which makes it mandatory for the pharmacist to dispense products
which were under rebate contracts with insurance companies, subject to certain conditions. As a
result, the insurance companies have started negotiating for higher rebates with several
manufacturers. We have also started paying higher rebates to insurance companies in the fiscal year
started April 1, 2008. Due to a combination of supply constraints due to inconsistent supplies from
our current supplier, on-going price reductions and higher rebates, there has been a significant
impact on the financial results of betapharm in the fiscal year ended March 31, 2008. As of
December 31, 2007, we have obtained site transfers for 33 products, including 6 products to our
facilities in India. We target to transfer all the products out of Salutas by the middle of
calendar year 2008. While the market will continue to remain competitive, we will target to improve
the market share on the back of assured supplies, new launches and cost savings from the
manufacture of products in India. The future growth of betapharm is based on the continued success
of our existing products which are contingent upon the extent of competition in the German market,
changes in the market dynamics due to the AVWG, GKV-WSG and additional healthcare reforms further
impacting the pricing, the successful transfer of key products out of Salutas to alternate supply
locations, the competitive environment for our key products as well as successful new product
introductions.
Custom Pharmaceutical Services. In the fiscal year ended March 31, 2008, we witnessed some
supply constraints in the raw material for one of the our key products manufactured at our facility
in Mexico. As a result, we were not able to service part of the customer requirements during the
quarter ended June 30, 2007. We have commissioned a facility
in India to supply raw materials to our facility in Mexico. Excluding the revenues from our
facility in Mexico, our revenues have increased significantly year-on-year as we continue to expand
the portfolio of relationships and projects with large pharmaceutical companies and emerging
pharmaceutical and biotechnology companies. In the fiscal year ended March 31, 2008, our revenues
from our facility in Mexico have declined significantly as we benefited from one-time revenues in
the fiscal year ended March 31, 2007. Overall, we expect to grow this business on the strength of
expanding customer relationships. In addition, we are also actively pursuing inorganic growth
opportunities in this segment.
Drug Discovery. Currently, we have a pipeline of 4 NCEs of which 3 are in clinical development
and 1 is in pre-clinical development. One such NCE has been assigned to Perlecan, under the terms
of our research and development arrangement with Perlecan entered into during the year ended March
31, 2006, one NCE is under a co-development arrangement with Denmark based Rheoscience A/S and one
NCE is under a co-development arrangement with Clintech International. In August 2007, Rheoscience
A/S and Dr. Reddys announced the commencement of the Phase III clinical trials for Balaglitazone
(DRF 2593), which is an insulin sensitizer that acts as a partial PPAR (peroxisome
proliferator-activated receptor) gamma agonist. The study is the first in a series of planned Phase
III trials which will investigate the safety and efficacy of Balaglitazone, as an oral
anti-diabetic drug. As we make progress in advancing our pipeline through various stages of
clinical development, we are 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 pursing strategic partnerships and alliances in our key focus areas.
Specialty. We are currently in the research and development phase of our specialty
pharmaceuticals business, which may become a separate segment at some point in the future. We have
in-licensed the distribution rights for two U.S.FDA approved products. We are working with a
development partner on a third product. We are preparing for the commercial launch of this business
in fiscal year 2009. We are also pursuing various strategic alternatives including in-licensing,
and acquisition to accelerate the business to critical mass with profitable and sustainable growth.
Research and Development Expenses. In the fiscal year ended March 31, 2007, our research and
development investments benefited from the recognition of income under the Perlecan and I-VEN
agreements described above. The income recognition under the agreement with I-VEN was completed in
the fiscal year ended March 31, 2007. Based on our historical research and development expense
trends, our research and development expenses are expected to be higher in the second half of the
fiscal year ended March 31, 2008 as compared to first half of the fiscal year ended March 31, 2008.
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Recent Developments
In July 2007, we launched Glimy MPTM (glimepiride + metformin + pioglitazone) in India,
available in dosages of 1 mg (Glimy MP1) and 2 mg (Glimy MP2) in sizes of 10 tabs/strip and 10
strips/pack. This product launch entered us into the market for triple drug combination oral
hypoglycemic agents used in the management of type 2 diabetes and is an approach to intensive
glycemic control.
In August 2007, we commenced the first phase III trial of Balaglitazone (DRF 2593) in
association with Rheoscience, a Danish biopharmaceutical company focused on the discovery and
development of novel pharmaceutical products for treatment of metabolic diseases and announced that
the first patient had been dosed in Phase III study with balaglitazone, an insulin sensitizer acts
as a partial peroxisome profilerator-activated receptor( PPAR) gamma agonist. The Phase III study
investigated the safety and efficacy of Balaglitazone, as an oral anti-diabetic drug. Balaglitazone
is being developed under a co-development agreement between us and Rheoscience in Denmark, in which
Rheoscience will retain the marketing rights to European Union and China and the marketing rights
in the territories of United States and rest of the world retain with us.
In September 2007, we launched Ebernet (eberconazole 1% cream) in India and entered into the
Rs.1,000 million topical anti-fungi market with an innovative first to launch formulation having
superior penetration properties indicated in the treatment of superficial fungal infections.
Ebernet is available in a 10gm pack and is a licensed brand from the original innovator company,
Salvat Laboratories of Spain.
We were granted final approval by the U.S. FDA for our Abbreviated New Drug Application
(ANDA) for Ranitidine (Zantac®), a 150 mg tablet (over the counter). We were the only
generic manufacturer to receive the U.S. FDA approval for this product following the expiration of
the innovators patents in the United States. Our over the counter business unit intends to launch
a store brand for this product in the United States.
We expanded the Companys presence in the Association of Southeast Asian nations (ASEAN)
region by opening our 41st overseas office in Manila, Philippines in partnership with
Britton Marketing corporation, a sister company of Britton Distributions, Inc. This office will
serve the U.S.$1.8 billion Phillipines pharmaceutical market. We initially intend to target
theraupetic areas like cardiology, diabetology, gastroenterology and pain management with first
phase launches of major brands like Omez (omeprazole), Stamlo M (amlodipine maleate), Resilo
(losartan), Reclide (glicazide), Cardiopril (ramipril), Rafree (meloxicam), Ciprolet
(ciprofloxacin) and Finest (finasteride).
In November 2007, we achieved a milestone in our development program in association with
Argenta Discovery Limited, a UK respiratory drug manufacturer, targeting a novel disease-modifying
approach to treat the underlying cause of certain chronic respiratory diseases like chronic
obstructive pulmonary disease (COPD) and severe asthma. The license agreement announced in
February 2006 between us and Argenta Discovery Limited provided for collaboration to identify
clinical candidates against undisclosed but proven anti-inflammatory drug targets and we believe we
have made significant progress with this collaboration by achieving this candidate drug to proceed
into pre-clinical development.
We entered into an exclusive supply collaboration agreement for ten years to advance the
clinical development of SYGNIS lead product candidate AX 200, a biological molecule in the
development of products to treat strokes and other neurodegenerative disorders with SYGNIS Pharma
AG of Germany, which is a company focused on the research, development and marketing of innovative
therapies for the treatment of neurodegenerative diseases like stroke, amyotrophic lateral
sclerosis, Huntingtons Disease and neurological disorders resulting from injury such as trauma of
the brain or spinal cord. The agreement secures the supply of AX 200 far beyond the clinical
development providing a solid basis for our anticipated marketing of the compound.
In January 2008, we launched Supanac, a diclofenac potassium immediate release 50 mg tablet in
India, increasing our offering in the Rs.27,000 million (U.S.$688 Million) NSAID market. Supanac is
in-licensed from Applied Pharma Research (APR), Switzerland, and is used for pain management. It is
a patented product developed by dynamic buffered technology, which we believe makes it a superior
formulation of diclofenac, ensuring faster pain relief.
We settled a litigation with Novartis Pharma AG by entering into a settlement agreement with
Novartis pursuant to which the parties filed a stipulation of dismissal of lawsuits in the United
States relating to the Abbreviated New Drug Application (ANDA) filed by us for a generic version
of rivastigmine tartate capsules sold under the trade name Exelon, a generic version of the
Novartis product indicated for the treatment of mild moderate Alzheimers disease dementia. The
terms of the settlement agreement require us to refrain from launching a generic version of
rivastigmine tartate capsules until sometime before the expiration of the Orange Book patents held
by Novartis with respect to rivastigmine tartate.
In February 2008, we entered into an agreement with SkyePharma PLC to undertake a feasibility
study of a product utilizing two of SkyePharmas proprietary drug delivery systems. The costs of
this study will be paid by us. SkyePharma will also receive an up-front payment. If the feasibility
study is successful, full development activities will begin later in 2008.
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In
April 2008, we acquired from The Dow Chemical Company
(NYSE:DOW) a portion of Dowpharma Small Molecules business associated with its United
Kingdom sites in Mirfield and Cambridge.The acquisition includes relevant customer contracts,
associated products, process technology, intellectual property, trademarks and the Dowpharma Small
Molecules facilities located in Mirfield and Cambridge, United Kingdom. The two sites and the
business employ approximately 80 people. We also acquired a non-exclusive license to Dows
Pfēnex Expression Technology for biocatalysis development.
In April 2008, we acquired Jet Generici Srl, a company engaged in the sale of generic
finished dosages in Italy, through our Italian subsidiary, Reddy Pharma Italia SpA. Reddy Pharma
Italia SpA has been engaged in building a pipeline of registrations since its incorporation on
October 13, 2006. The acquisition of Jet Generici Srl provides us with access to an essential
product portfolio, a pipeline of registration applications, and a sales and marketing organisation.
In
April 2008, we acquired BASF SEs
pharmaceutical contract manufacturing business and its manufacturing facility in Shreveport,
Louisiana, USA. The business involves contract manufacturing of generic prescription and OTC
products for branded and generic companies in the United States. BASF SEs pharmaceutical contract
manufacturing business includes customer contracts, related ANDAs and NDAs and trademarks as well
as the Shreveport facility which is designed to manufacture solid, semi-solid and liquid dosage
forms and employs approximately 150 people.
Recently issued accounting pronouncements
In September 2006, the Financial Accounting Standard Board (FASB) issued SFAS No.157, Fair
Value Measurements (SFAS 157). SFAS 157 defines fair value as the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. SFAS 157 provides guidance on determination of fair value, and lays down
the fair value hierarchy to classify the source of information used in fair value measurements. We
will be required to adopt this new standard for the fiscal year beginning April 1, 2008. We are
currently evaluating the requirements of SFAS 157 and have not yet determined the impact adoption
of this standard will have on our consolidated financial statements.
In February 2007, the Financial Accounting Standards Board released FASB 159, The Fair Value
Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose
to measure many financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently without having to
apply complex hedge accounting provisions. We will be required to adopt this new standard for the
fiscal year beginning April 1, 2008. We are currently evaluating the requirements of SFAS 159 and
have not yet determined the impact adoption of this standard will have on our consolidated
financial statements.
In June 2007, the Emerging Issues Task Force (EITF) issued EITF Issue No. 07-3, Accounting
for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and
Development Activities. EITF Issue No. 07-3 provides guidance concerning the accounting for
non-refundable advance payments for goods and services that will be used in future research and
development activities and requires that they be expensed when the research and development
activity has been performed and not at the time of payment. The provisions of EITF Issue No. 07-3
are effective for fiscal years beginning after December 15, 2007, with a cumulative-effect
adjustment to retained earnings as of the beginning of the year of adoption. We are currently
evaluating the impact of adopting EITF Issue No. 07-3 on our consolidated financial statements.
In December 2007, FASB issued SFAS No. 141 (Revised 2007), Business Combinations (SFAS 141R).
This Statement replaces SAFS No. 141, Business Combinations. SFAS 141R requires an acquirer to
recognize the assets acquired, the liabilities assumed including contingencies and non-controlling
interest in the acquiree, at the acquisition date, measured at their fair value, with limited
exceptions specified in the statement. In a business combination achieved in stages, this Statement
requires the acquirer to recognize the identifiable assets and liabilities as well as the
non-controlling interest in the acquiree at full amounts of their fair values. This Statement
requires the acquirer to recognize contingent consideration at the acquisition date, measured at
its fair value at that date. We will be required to apply this new statement prospectively to
business combinations consummated in fiscal years beginning after December 15, 2008. Early adoption
is prohibited.
In December 2007, FASB issued SFAS No. 160, Non-controlling Interests in Consolidated
Financial Statements An Amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes new accounting
and reporting standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. This Statement requires the recognition of a non-controlling
interest as equity in the consolidated financial statements and separate from the parents equity.
Purchases or sales of equity interests that do not result in a change in control will be accounted
for as equity transactions. We will be required to adopt this new
statement prospectively to all non-controlling equity interests, including any
that arose before the effective date, for fiscal years beginning
after December 15, 2008. Early adoption is prohibited.
In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities An Amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires enhanced
disclosures on derivative and hedging activities by requiring objectives to be disclosed for using
derivative instruments in terms of underlying risk and accounting designation. The
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Standard requires disclosures on the need of using derivative instruments, accounting of
derivative instruments and related hedged items, if any, under SFAS 133 and effect of such
instruments and related hedge items, if any, on the financial position, financial performance and
cash flows .We will be required to adopt this new standard prospectively, for fiscal years
beginning after November 15, 2008. We are currently evaluating the requirements of SFAS 161 and
have not yet determined the impact this standard may have on our consolidated financial statements.
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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.
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DR. REDDYS LABORATORIES LIMITED |
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(Registrant) |
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Date: June 5, 2008
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By:
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/s/ Saumen Chakraborty
Name: Saumen Chakraborty
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Title: Chief Financial Officer |
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