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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

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