Glenmark

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DEFINITIONS AND ABBREVIATIONS Definitions of certain capitalised terms used in this Preliminary Placement Document are set forth below: Term Description The “Company” or the “Issuer” Glenmark Pharmaceuticals Limited, a public limited company incorporated under the Companies Act and having its registered office at B/2, Mahalaxmi Chambers, 22 Bhulabhai Desai Road, Mumbai 400 026 and does not include its subsidiaries, unless otherwise stated “We” or “us” or “our” Unless the context otherwise requires, Glenmark Pharmaceuticals Limited and its subsidiaries, on a consolidated basis, unless otherwise stated AGM Annual General Meeting Allocated, Allocation The allocation of Equity Shares following the determination of the Issue Price to QIBs on the basis of Application Forms submitted by them, in consultation with the Joint Global Coordinators and Book Running Lead Managers in compliance with Chapter VIII of the SEBI Regulations Allotment Unless the context otherwise requires, the allotment of Equity Shares pursuant to this Issue Allottees QIBs to whom Equity Shares are allotted pursuant to this Issue Application Form The form (including any revision thereof) pursuant to which QIB shall submit a bid in this Issue Articles/Articles of The Articles of Association of the Company Association Auditors Price Waterhouse, Chartered Accountants, the statutory auditors of the Company AS Accounting Standards issued by the Institute of Chartered Accountants of India Bid An indication of QIBs’ interest, including all revisions and modifications of interest, as provided in the Application Form, to subscribe for Equity Shares in the Issue Bid Closing Date September [●], 2009 Bid Opening Date September 10, 2009 Bidding Period The period between the Bid Opening Date and Bid Closing Date, inclusive of both dates, during which prospective QIBs can submit their Bids Board of Directors/Board The board of directors of the Company or a committee constituted thereof BOLT BSE On-Line Trading Joint Global Coordinators and Book Running Lead Managers Joint Global Coordinators and Book Running Lead Managers to the Issue, in this case being Enam Securities Private Limited and Citigroup Global Markets India Private Limited BSE Bombay Stock Exchange Limited CAGR Compounded Annual Growth Rate CAN/Confirmation of Note or advice or intimation to not more than 49 QIBs confirming the Allocation Note Allocation of Equity Shares to such QIBs after discovery of the Issue Price CDSL Central Depository Services (India) Limited Civil Code The Code of Civil Procedure, 1908 Companies Act Cut-off Price Depository Depositories Act Depository Participant/ DP DPID The Companies Act, 1956, as amended from time to time The Issue Price of the Equity Shares which shall be finalised by the Company in consultation with the Joint Global Coordinators and Book Running Lead Managers A body corporate registered under SEBI (Depositories and Participant) Regulations, 1996 The Depositories Act, 1996, as amended from time to time A depository participant as defined under the Depositories Act Depository Participant Identity iii
Term Description Director(s) Director(s) of the Company, unless otherwise specified EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation EGM Extraordinary General Meeting EPS Earnings per share, i.e., profit after tax for a Fiscal Year divided by the weighted average outstanding number of Equity Shares during that Fiscal Year Equity Shares Equity shares of the Company of face value of Re. 1 each ESOS 2003 Employee Stock Option Scheme of the Company approved by its shareholders at their meeting on September 26, 2003 FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 and read with rules and regulations framed thereunder and amended thereto FII Foreign Institutional Investor (as defined under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000) registered with SEBI under applicable laws in India FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, as amended from time to time Financial Year/Fiscal Year/ Period of twelve months ended March 31 of that particular year, unless FY otherwise stated Floor Price The floor price of Rs. 221.00 for the Equity Shares, which has been calculated in accordance with Regulation 85 of the SEBI Regulations FVCI Foreign Venture Capital Investor (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI under the applicable laws in India GAAP Generally Accepted Accounting Principles GDP Gross Domestic Product GGL Glenmark Generics Limited GoI/Government Government of India, unless otherwise specified ICAI The Institute of Chartered Accountants of India IFRS International Financial Reporting Standards of the International Accounting Standards Board Income Tax Act The Income Tax Act, 1961, as amended from time to time India The Republic of India Indian GAAP Generally accepted accounting principles followed in India Issue The offer and sale of the Equity Shares to Qualified Institutional Buyers, pursuant to Chapter VIII of the SEBI Regulations Issue Price A price per Equity Share of Rs. [●] Issue Size The issue of [●] Equity Shares aggregating to Rs. [●] million Memorandum/Memorandum The Memorandum of Association of the Company of Association Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996 NSDL The National Securities Depository Limited NSE The National Stock Exchange of India Limited PAN Permanent Account Number PAT Profit After Tax PBT Profit Before Tax Pay-in Date The last date specified in the CAN sent to the QIBs Placement Document The Placement Document to be issued in accordance with Chapter VIII of the SEBI Regulations Preliminary Placement This Preliminary Placement Document dated September 10, 2009 issued in Document accordance with Chapter VIII of the SEBI Regulations iv
Page 1 and 2: Preliminary Placement Document Not
Page 3 and 4: NOTICE TO INVESTORS The Company acc
Page 5 and 6: the Issue and are in no way acting
Page 7 and 8: liable for your decision to partici
Page 9 and 10: ENFORCEMENT OF CIVIL LIABILITIES Th
Page 11: FORWARD LOOKING STATEMENTS All stat
Page 15 and 16: Term NBE NCE NDDS NPPA OTC PCB TRIP
Page 17 and 18: Use of Proceeds Lock-up Risk Factor
Page 19 and 20: jurisdictions including Thailand, E
Page 21 and 22: with commercialisation of Eszopiclo
Page 23 and 24: of the patent and Paragraph IV fili
Page 25 and 26: As at March 31, 2007 As at March 31
Page 27 and 28: If our research and development eff
Page 29 and 30: consumer acceptance, we may be requ
Page 31 and 32: Our performance is highly dependent
Page 33 and 34: portfolio of products that are prom
Page 35 and 36: esults. Historically, in addition t
Page 37 and 38: equirements for the above raw mater
Page 39 and 40: and approvals may result in their e
Page 41 and 42: plants to our customers located glo
Page 43 and 44: dividends is subject to the discret
Page 45 and 46: It may not be possible for you to e
Page 47 and 48: In addition, the Indian stock marke
Page 49 and 50: MARKET PRICE INFORMATION The Compan
Page 51 and 52: (in Rs. million) Period BSE NSE Mar
Page 53 and 54: The following table shows, as at Ma
Page 55 and 56: Under current Indian tax laws, divi
Page 57 and 58: Our Specialty Business is operated
Page 59 and 60: · devaluation of currencies in key
Page 61 and 62: Balance Sheet date there is an indi
Page 63 and 64:
Results of Operations The following
Page 65 and 66:
Other Income The total income from
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Provision for Taxation Our provisio
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investments. The Group has financed
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Related Party Transactions The Grou
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Foreign Currency Exchange Rate Risk
Page 75 and 76:
World Pharmaceutical Market 2008 Sh
Page 77 and 78:
examined to determine whether any o
Page 79 and 80:
Further, there are promising opport
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as patents expire and the shifting
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jurisdictions including Thailand, E
Page 85 and 86:
with commercialisation of Eszopiclo
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of the patent and Paragraph IV fili
Page 89 and 90:
Our India branded generics business
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Asia Pacific region, we have filed
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pursuant to the collaboration. Purs
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North America / United States Formu
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other APIs include products ranging
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iological matrix. These validated a
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Properties Our properties are used
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Entity Jurisdiction Shareholding Ac
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procedures involve obtaining a seri
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Name, DIN, Designation, Term and Ad
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Name, DIN, Designation, Term and Ad
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degrees from Royal Institute of Pub
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shall not be paid remuneration exce
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Achin Gupta, 33, is the vice presid
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Compensation Committee The Compensa
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PRINCIPAL SHAREHOLDERS The Company
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S. No Name of the Shareholder No. o
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Issue Procedure 1. The Company and
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No Allotment shall be made pursuant
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Name: Citigroup Global Markets Indi
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2. In accordance with the SEBI Regu
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PLACEMENT Memorandum of Understandi
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SELLING RESTRICTIONS The distributi
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a) made by an investment firm, bank
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TRANSFER RESTRICTIONS Allottees are
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The exceptions to this rule are for
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company is subject to continuing di
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case may be. Such company in turn i
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entering into an agreement for the
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two depositories that provide elect
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the shareholders entitled to the pa
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available for dividends or out of t
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Annual Report and Financial Results
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shareholder or repayment of any ter
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6. Under section 35 of the Income T
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7. Under section 111A of the Income
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1. In terms of section 10(34) of th
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LEGAL PROCEEDINGS Except as disclos
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dated April 21, 2004, and the Compa
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2002 in 2048/S/98) dated September
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6. The Assessing Officer had held t
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making payment within requisite tim
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FINANCIAL STATEMENTS GLENMARK PHARM
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For and on behalf of the Board of D
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This is the Consolidated Profit and
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Year ended 31st March,2009 Year end
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As at 31st March,2009 As at 31st Ma
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100 each fully paid up of Marksans
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14. PROVISIONS As at 31st March,200
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As on 31st March, 2008 Acquisition
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GLENMARK PHARMACEUTICALS LIMITED SC
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(a) (b) (c) (d) In respect of Subsi
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ix) Revenue Recognition The Group r
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For basic earnings per share 250,02
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In accordance with the requirements
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(i) (ii) (iii) Change in Defined Be
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The Company has opted to follow the
Page 205 and 206:
GLENMARK PHARMACEUTICALS LIMITED AU
Page 207 and 208:
This is the Consolidated Balance Sh
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Partha Ghosh Glenn Saldanha Rajesh
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(i) (ii) (iii) Convertible at the o
Page 217 and 218:
Page 219 and 220:
Page 221 and 222:
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2) SIGNIFICANT ACCOUNTING POLICIES
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v) Foreign Currency Transactions (a
Page 229 and 230:
4) CONTINGENT LIABILITIES NOT PROVI
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a) Key management personnel Mr. Gra
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Rs. In ('000s) 31st Mar, 2008 31st
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GLENMARK PHARMACEUTICALS LIMITED Au
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Schedules referred to above and not
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Schedules referred to above and not
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Page 243 and 244:
2. RESERVES AND SURPLUS Note As at
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B) The Company had issued 20,000 Ze
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As at 31st March,2007 Rs. In ('000s
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Revenues and expenses are translate
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consumed, labour and manufacturing
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3) CONTINGENT LIABILITIES NOT PROVI
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6) RELATED PARTY DISCLOSURES a) Rel
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(ii) The lease income of Rs.Nil (20
Page 265 and 266:
7. Glenmark Pharmaceuticals limited
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ii) To the Foreign Currency Monetar
Page 269:
ISSUER GLENMARK PHARMACEUTICALS LIM
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Glenmark

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