Glenmark

Glenmark Glenmark

glenmarkpharma.com
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07.01.2015 Views

Various risks and restrictions associated with our debt financing may cause liquidity problems for us. The agreements in respect of some of our debt contain certain covenants including compliance reporting requirements and other restrictions which may limit our ability to borrow additional money, make capital expenditure and investments, declare dividends, merge or incur additional liens. We may similarly need to obtain the consent of some or all of our lenders to undertake some or all of these activities. Some of our lenders have a right to convert the loans into our equity upon the occurrence of an event of default. In addition, we are subject to a number of risks associated with debt financing, including the risk that cash flow from operations will be insufficient to meet required payments of principal and interest; the risk that the payment of interest on and the repayment of our foreign currency loans may be adversely affected if the rupee depreciates; the risk that, to the extent that we maintain floating rate indebtedness, interest rates will fluctuate; and the risk that it may not be possible to obtain refinancing on favourable terms when required. In particular, we have a number of working capital financings and other short-term debt facilities which have been extended to us by various banks on a yearly basis. While we have in the past been successful in negotiating with banks to roll-over or refinance our short-term debt instruments and obtain sufficient credit, we cannot assure you that we will be able to continue to do so in the future, which may result in liquidity problems for us and we will need to find alternate sources of funding. Although we anticipate that we will be able to repay or refinance existing debt (including certain loans with proceeds from this offering), and any other indebtedness when it matures, there can be no assurance that we will be able to do so. Our working capital requirements are higher than the industry average. Our relatively high working capital cycle is a function of the growth and geographic spread of our businesses across India, United States, Western Europe, Central and Eastern Europe, Africa, Asia, Russia/CIS and Latin America. The credit terms offered to our trading partners, i.e., the distributors vary by geography depending upon the local country norms as well as the company's position in the country visà-vis that of the distributor. In the last few quarters, we saw an increase in our working capital cycle on account of an absence of credit with the distributor that was brought about by the global recession. Going forward, we may not be in a position to recover some of these dues and could face a risk of bad debts as well as further lengthening of the working capital cycle. Our inability to fund further increases in working capital may have an impact on our growth rates for the future. Exchange rate fluctuations may affect our business. Our financial statements are prepared in Indian rupees. A substantial portion of our net revenue and most of our imports are incurred in foreign currencies and in particular U.S. dollars. Although our exposure to exchange rate fluctuations is in part naturally hedged in terms of our exports and imports and although we hedge a portion of the resulting net foreign exchange position through the use of forward exchange contracts or derivatives, we are still affected by fluctuations in exchange rates among the U.S. dollar, the Indian rupee and other currencies. We are particularly affected by fluctuations in the exchange rate between the U.S. dollar and the Indian rupee. Any significant fluctuation in exchange rates may affect our profitability. In addition, our operations in emerging economies result in us being susceptible to high currency volatility in those economies. As at March 31, 2009, we had foreign currency borrowings, of Rs.8,222.00 million denominated principally in U.S. dollars. Since January 1, 2007 the value of the U.S. dollar against the Rupee has declined by 15.55%. There is no guarantee the value of the U.S. dollar will not continue to decline. Depreciation of the Indian rupee against the U.S. dollar increases the Indian rupee cost to us of servicing and repaying our foreign currency borrowings and other financing arrangements. Any disruption in global or domestic logistics could affect our operations. As a manufacturing business our success depends on the smooth supply and transportation of various materials and inputs from different domestic and global sources to our plants, and of the products from our 15

plants to our customers located globally, logistics of all of which are subject to various uncertainties and risks. Disruptions of transportation services because of weather related problems, strikes, lock-outs, terrorism, inadequacies in the road infrastructure and port facilities, or other events could impair our ability to receive materials and other inputs and supply products to our customers. Although we have not encountered any significant disruptions in such logistics to date, we cannot assure you that such disruptions will not occur in the future. The manufacture and storage of pharmaceutical and chemical products is subject to environmental regulation and risk. We are exposed to the risk of incurring liability for damages or the costs of remedying environmental problems if we fail to comply with environmental regulations. We handle dangerous materials including explosive, toxic and combustible materials. If improperly handled or subjected to the wrong conditions, these materials could hurt our employees and other persons, cause damage to our properties and harm the environment. This in turn could subject us to significant litigation which could lower our profits in the event we were found liable. Although we seek to have in place appropriate systems, procedures and operating practices to mitigate such risks, no assurance can be given that our operations would not be materially adversely affected if such events were to occur. We are subject to the risk of loss due to fire because the materials we use in our manufacturing processes are highly flammable. We are also subject to the risk of other natural calamities or general disruptions affecting our production facilities and distribution chain. We use highly flammable materials such as sodium azide and acetyl chloride in our manufacturing processes and are therefore subject to the risk of loss arising from fires. Although we have implemented industry acceptable risk management controls at our manufacturing locations and continuously seek to upgrade them, the risk of fire associated with these materials cannot be completely eliminated. In the past, we have had minor interruptions in production as a result of fire. In addition to fire, natural calamities such as floods, earthquakes, rains and heavy downpours could disrupt our distribution chain and damage our storage facilities. We maintain insurance policies to guard against losses caused by fire and other natural calamities. Our insurance coverage for damages to our properties and disruption of our business due to these events may not be sufficient to cover all of our potential losses. If any of our manufacturing facilities were to be damaged as a result of fire or other natural calamities, it would temporarily reduce our manufacturing capacity and adversely affect our business operations. In addition, unanticipated mechanical and electrical failures which may also require us to shut-down our production facilities for a significant period of time, could have a material adverse effect on our business results of operations and financial condition. Our business, financial condition and results of operations and our share price may be materially and adversely affected by the outcome of litigation. In the ordinary course of business, we may become involved in various claims, lawsuits and governmental and administrative proceedings, some of which may be significant. The filing of such proceedings, adverse judgements or determinations in one or more of these potential proceedings could have a material adverse effect on our business, financial condition, results of operation and our share price. Currently there are eight civil suits pending against us in India. For further details in relation to legal proceedings pending against us, please see the section entitles “Legal Proceedings” in this Preliminary Placement Document. For example, on August 18, 2009, GlaxoSmithKline PLC filed a patent-infringement suit in the United States District Court for the District of Delaware against our subsidiary Glenmark Generics Inc., USA (“GGI”). The suit is in respect of our ANDA for atovaquone and proguanile hydrochloride tablets. The drug is a generic version of GlaxoSmithKline's Malarone, a malaria prevention and treatment drug. If we unsuccessfully challenge the patent suit, we will be unable to launch the applicable product in the market. A day after GlaxoSmithKline plc filed the patent infringement lawsuit there was a significant decline in price of our shares listed on the Bombay Stock Exchange. We cannot provide any assurance regarding the outcome of legal proceedings pending against us. Any 16

Various risks and restrictions associated with our debt financing may cause liquidity problems for us.<br />

The agreements in respect of some of our debt contain certain covenants including compliance reporting<br />

requirements and other restrictions which may limit our ability to borrow additional money, make capital<br />

expenditure and investments, declare dividends, merge or incur additional liens. We may similarly need to<br />

obtain the consent of some or all of our lenders to undertake some or all of these activities. Some of our<br />

lenders have a right to convert the loans into our equity upon the occurrence of an event of default. In<br />

addition, we are subject to a number of risks associated with debt financing, including the risk that cash<br />

flow from operations will be insufficient to meet required payments of principal and interest; the risk that<br />

the payment of interest on and the repayment of our foreign currency loans may be adversely affected if the<br />

rupee depreciates; the risk that, to the extent that we maintain floating rate indebtedness, interest rates will<br />

fluctuate; and the risk that it may not be possible to obtain refinancing on favourable terms when required.<br />

In particular, we have a number of working capital financings and other short-term debt facilities which<br />

have been extended to us by various banks on a yearly basis. While we have in the past been successful in<br />

negotiating with banks to roll-over or refinance our short-term debt instruments and obtain sufficient credit,<br />

we cannot assure you that we will be able to continue to do so in the future, which may result in liquidity<br />

problems for us and we will need to find alternate sources of funding. Although we anticipate that we will<br />

be able to repay or refinance existing debt (including certain loans with proceeds from this offering), and<br />

any other indebtedness when it matures, there can be no assurance that we will be able to do so.<br />

Our working capital requirements are higher than the industry average.<br />

Our relatively high working capital cycle is a function of the growth and geographic spread of our<br />

businesses across India, United States, Western Europe, Central and Eastern Europe, Africa, Asia,<br />

Russia/CIS and Latin America. The credit terms offered to our trading partners, i.e., the distributors vary<br />

by geography depending upon the local country norms as well as the company's position in the country visà-vis<br />

that of the distributor. In the last few quarters, we saw an increase in our working capital cycle on<br />

account of an absence of credit with the distributor that was brought about by the global recession.<br />

Going forward, we may not be in a position to recover some of these dues and could face a risk of bad<br />

debts as well as further lengthening of the working capital cycle. Our inability to fund further increases in<br />

working capital may have an impact on our growth rates for the future.<br />

Exchange rate fluctuations may affect our business.<br />

Our financial statements are prepared in Indian rupees. A substantial portion of our net revenue and most<br />

of our imports are incurred in foreign currencies and in particular U.S. dollars. Although our exposure to<br />

exchange rate fluctuations is in part naturally hedged in terms of our exports and imports and although we<br />

hedge a portion of the resulting net foreign exchange position through the use of forward exchange<br />

contracts or derivatives, we are still affected by fluctuations in exchange rates among the U.S. dollar, the<br />

Indian rupee and other currencies. We are particularly affected by fluctuations in the exchange rate<br />

between the U.S. dollar and the Indian rupee. Any significant fluctuation in exchange rates may affect our<br />

profitability. In addition, our operations in emerging economies result in us being susceptible to high<br />

currency volatility in those economies.<br />

As at March 31, 2009, we had foreign currency borrowings, of Rs.8,222.00 million denominated<br />

principally in U.S. dollars. Since January 1, 2007 the value of the U.S. dollar against the Rupee has<br />

declined by 15.55%. There is no guarantee the value of the U.S. dollar will not continue to decline.<br />

Depreciation of the Indian rupee against the U.S. dollar increases the Indian rupee cost to us of servicing<br />

and repaying our foreign currency borrowings and other financing arrangements.<br />

Any disruption in global or domestic logistics could affect our operations.<br />

As a manufacturing business our success depends on the smooth supply and transportation of various<br />

materials and inputs from different domestic and global sources to our plants, and of the products from our<br />

15

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