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Directors’ Report<br />
Your Directors have pleasure in presenting their 33rd Annual Report and Audited Accounts of the Company for the year<br />
ended 31 March 2011.<br />
FINANCIAL RESULTS<br />
(` in Millions)<br />
Standalone<br />
2010-2011 2009-2010<br />
Indian GAAP Indian GAAP<br />
Profit before Interest, Depreciation & Tax 3078.80 1724.49<br />
Less: Interest 360.82 301.58<br />
Less: Depreciation 209.88 212.78<br />
Less: Tax (Current Year & Deferred Tax) 386.32 (74.50)<br />
Profit after Tax 2121.78 1284.63<br />
Surplus brought forward from earlier years 8511.12 7480.98<br />
APPROPRIATIONS<br />
Proposed Dividend on Equity Shares 108.11 107.94<br />
Tax on Proposed Dividend on Equity Shares 17.96 17.93<br />
Residual Dividend and Dividend Tax 0.50 0.16<br />
Transfer to General Reserves 212.19 128.46<br />
Balance carried to Balance Sheet 10294.14 8511.12<br />
DIVIDEND<br />
Your Directors recommend a Dividend of 40% (` 0.40<br />
per equity share of ` 1/- each) to be appropriated from<br />
the profits of the year 2010-11 subject to the approval of<br />
the shareholders at the ensuing Annual General Meeting.<br />
The dividend will be paid in compliance with applicable<br />
regulations. The dividend, if approved, will result in an<br />
outflow of ` 126.07 million (including dividend tax).<br />
CONSOLIDATED ACCOUNTS<br />
The Consolidated Financial Statements for the year ended<br />
31 March 2011 have been prepared in accordance with<br />
International Financial Reporting Standards as permitted<br />
by SEBI. The Company has prepared information for the<br />
previous year as per IGAAP and therefore current year<br />
and previous year figures are not strictly comparable.<br />
Accordingly, in preparation of these Financial Statements,<br />
the Company has not provided comparative information or<br />
related reconciliation as required by the SEBI Circular.<br />
RESULTS OF OPERATIONS<br />
On standalone basis the Company achieved a gross<br />
revenue of ` 12122.48 million and the Standalone<br />
operating profit before interest, depreciation & tax was<br />
` 3078.80 million as compared to ` 1724.49 million in the<br />
previous year.<br />
CHANGES IN CAPITAL STRUCTURE<br />
Issue of shares on exercise of Employees’ Stock Options:<br />
During the year, the Company allotted 4,34,500 Equity<br />
Shares of ` 1/- each (on pari-passu basis) pursuant to<br />
exercise of Stock Options by the eligible employees of the<br />
Company and its subsidiaries.<br />
EMPLOYEE STOCK OPTION SCHEME<br />
During the year, Stock Options have been issued to the<br />
employees of the Company and its subsidiaries. On<br />
exercising the convertible options so granted, the paid-up<br />
equity share capital of the Company will increase by a like<br />
number of shares.<br />
The details of stock options granted by the Company are<br />
disclosed in compliance with Clause 12 of the Securities<br />
and Exchange Board of India (Employee Stock Options<br />
Scheme and Employee Stock Purchase Scheme), 1999<br />
and set out in the Annexure-B to this Report.<br />
LISTING AT STOCK EXCHANGES<br />
The Equity shares of the Company continue to be listed<br />
on Bombay Stock Exchange Ltd. and The National Stock<br />
Exchange of India Ltd.<br />
SUBSIDIARY COMPANIES<br />
During the year the Company has incorporated a subsidiary<br />
i.e. <strong>Glenmark</strong> Arzneimittel GmbH, Germany.<br />
The Ministry of Corporate Affairs has vide its General<br />
Circular No.: 2, 2011 dated February 8, 2011 and 3, 2011<br />
dated February 21, 2011 granted a general exemption<br />
under Section 212(8) of the Companies Act, 1956 in<br />
relation to the subsidiaries of the Company provided the<br />
Board of Directors of the Company by a resolution in<br />
writing give consent for not attaching the Balance Sheet,<br />
the Profit and Loss account and the annexures thereto.<br />
The Board of Directors at their meeting, consented for<br />
not attaching the Balance Sheet, Profit and Loss Account<br />
and annexures thereto of the Susidiaries. The Audited<br />
Accounts of the subsidiaries together with its Directors’<br />
Report and Auditors’ Report are available for inspection<br />
of members on any working day at the Corporate Office<br />
of the Company between 11 a.m. and 1 p.m.<br />
32<br />
GLENMARK PHARMACEUTICALS LIMITED