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m Weighted average exercise price of Options granted during the year whose (a) Exercise price equals market price 278.54 (b) Exercise price is greater than market price NA (c) Exercise price is less than market price NA Weighted average fair value of options granted during the year whose (a) Exercise price equals market price 173.03 (b) Exercise price is greater than market price NA (c) Exercise price is less than market price NA n Description of method and significant assumptions used to estimate the fair value of options The fair value of the options granted has been estimated using the Black-Scholes option pricing Model. Each tranche of vesting have been considered as a separate grant for the purpose of valuation. The assumptions used in the estimation of the same has been detailed below: Weighted average values for options granted during the year Variables Stock Price 284.21 Volatility 54.80% Riskfree Rate 8.00% Exercise Price 278.54 Time To Maturity 6.00 Dividend yield 0.21% 173.03 Stock Price: Closing price on NSE as on the date of grant has been considered for valuing the grants. Volatility: We have considered the historical volatility of the stock till the date of grant to calculate the fair value. Risk-free rate of return: The risk-free interest rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero-coupon yield curve for Government Securities. Exercise Price: The Exercise Price is the latest available closing market price of the equity shares of the Company, prior to the date of grant, for the respective grants. Time to Maturity: Time to Maturity/Expected Life of options is the period for which the Company expects the options to be live. The minimum life of a stock option is the minimum period before which the options cannot be exercised and the maximum life is the maximum period after which the options cannot be exercised. Expected divided yield: Expected dividend yield has been calculated as an average of dividend yields for the four financial years preceding the date of the grant. 38 GLENMARK PHARMACEUTICALS LIMITED
Report on Corporate Governance Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance is given below: 1. The Company’s philosophy on Code of Governance: The Company’s philosophy on Code of Governance is aimed at assisting the top management of the Company in the efficient conduct of its business and in meeting its obligations to shareholders. The Company has adopted a codified Corporate Governance Charter, inter-alia, to fulfill its corporate responsibilities and achieve its financial objectives. The Company believes in and has consistently practiced good Corporate Governance. The Company creates an environment for the efficient conduct of the business and to enable management to meet its obligations to all its stakeholders, including amongst others, shareholders, customers, employees and the community in which the Company operates. 2. Board of Directors: A. Composition: The Board comprises of 10 Directors, of whom, three are executive, and seven are Non-Executive Directors. The Chairman of the Board is a Non-Executive Director. The Non-Executive Directors are professionals with experience in management, pharmaceutical industry, legal, finance, marketing and general administration who bring in a wide range of skills and experience to the Board. a) Details of the Board of Directors: Name of the Director Gracias Saldanha - Chairman B. E. Saldanha (Mrs.) Glenn Saldanha Managing Director & CEO Cheryl Pinto (Mrs.) Status Non-Executive - Promoter Group Non-Executive - Promoter Group Executive - Promoter Group Executive - Promoter Group Relationship with other Directors Father of Mr. Glenn Saldanha and Mrs. Cheryl Pinto and husband of Mrs. B.E. Saldanha No. of Board Meetings No. of other Directorships Committee Membership(s)## attended held # Chairman Member 3 1 – – Mother of Mr. Glenn Saldanha and Mrs. Cheryl Pinto and wife of Mr. Gracias Saldanha 4 1 – – Son of Mr. Gracias Saldanha and 5 3 – 1 Mrs. B. E. Saldanha and brother of Mrs. Cheryl Pinto Daughter of Mr. Gracias Saldanha 4 – – 1 and Mrs. B.E. Saldanha and sister of Mr. Glenn Saldanha None 4 2 4 – J. F. Ribeiro Non-Executive - Independent A. S. Mohanty Executive None 4 – – – N. B. Desai Non-Executive - None 4 1 – 3 Independent Sridhar Gorthi Non-Executive - None 4 3 – 3 Independent D. R. Mehta Non-Executive - None 4 6 – – Independent Hocine Sidi Said Non-Executive - None 2 – – – Independent # Includes Directorship(s) in Indian Companies. The Directorships held by Directors as mentioned above, do not include Alternate Directorships and Directorships of Foreign Companies, Section 25 Companies and Private Limited Companies. ## In accordance with Clause 49 of the Listing Agreement, Membership/Chairmanship of only the Audit Committee and Shareholders’/Investors’ Grievance Committee of all Public Limited Companies have been considered. b) During the Financial Year ended 31 March 2011; Five board meetings were held on the following dates: 28th May, 2010; 27th July, 2010; 9th August, 2010; 27th October, 2010 & 1st February, 2011 B. None of the Non-Executive Directors of the Company, have any pecuniary relationship or transactions with the Company other than sitting fees paid for attending board meeting/committee meetings and those already disclosed in the Note 7 of Schedule 21 to the Financial Statements in the Annual Report. C. Mr. Gracias Saldanha, Mr. Glenn Saldanha, Mrs. Cheryl Pinto, Mr. A.S. Mohanty, Mr. J. F. Ribeiro, Mr. N. B. Desai & Mr. Hocine Sidi Said attended the last Annual General Meeting of the Company held on 27th September, 2010. D. Information flow to the Board Members: We present our Operating plans of our businesses to the Board for their review, inputs & approval. Likewise, our Quarterly Financial Statements and Annual Financial Statements are first presented to the Audit Committee and subsequently to the Board of Directors for their Approval. In most cases information to Directors is submitted along with the Agenda papers well in advance of the Board Meeting, in some instances documents are tabled during the course of the Board Meetings or the Appropriate Committees of the Board. Annual Report 2010-2011 39
Page 35 and 36: Profiles of Directors Mr. Gracias S
Page 37 and 38: DIRECTORS Mr. D. R. Mehta, Mrs. B.
Page 39 and 40: 3. Metformin ER Tablets 1000 mg 4.
Page 41: ANNEXURE - B Disc losure in the Dir
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Page 47 and 48: Distribution Schedule as on 31 Marc
Page 49 and 50: Market Price Data: High, low during
Page 51 and 52: Certification by the Chief Executiv
Page 53 and 54: Auditors’ Report To, The Members
Page 55 and 56: (b) The dues outstanding in respect
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Page 59 and 60: Cash Flow Statement (All amounts in
Page 61 and 62: Schedules annexed to and forming pa
Page 81 and 82: Additional information as required
Page 83 and 84: Consolidated Statement of Financial
Page 85 and 86: Consolidated Statement of Comprehen
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Page 89 and 90: the foreign entity and translated i
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Financial liabilities are recognise
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In those cases where the possible o
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NOTE B - BASIS OF CONSOLIDATION The
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NOTE H - PROPERTY, PLANT AND EQUIPM
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Working Capital Facilities is secur
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NOTE R - MATERIALS CONSUMED Materia
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Net compensated absence cost for th
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NOTE Y - SEGMENT REPORTING The Chie
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The Group’s trade and other recei
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As at 31 March 2011, the Group’s
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Depreciation Further, depreciation
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GLENMARK PHARMACEUTICALS LIMITED Re
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GLENMARK PHARMACEUTICALS LIMITED Re
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