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Dr Reddys Laboratories LtdIndustry : Pharmaceuticals - Indian - Bulk Drugs & Formln
BSE Code:500124
ISIN Demat:INE089A01023
Book Value(Rs):711.12
NSE Symbol:DRREDDY
Div & Yield %:0.78
Market Cap (Rs Cr.):42546.76
P/E(TTM):47.11
EPS(TTM):54.39
Face Value(Rs):5
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Dear Members,

Your directors are pleased to present the 34th annual report for the year ended 31 March 2018.

FINANCIAL HIGHLIGHTS

Table 1 gives the consolidated and standalone financial highlights of the company based on Ind AS for FY2018 (i.e. from 1 April 2017 to 31 March 2018) compared to the previous financial year.

COMPANY AFFAIRS

The company's consolidated total income for the year was Rs 144.36 billion, which was marginally up by 0.5% over the previous year. In US$ terms, this amounted to US$ 2.22 billion. Profit before taxes (PBT) was Rs 13.5 billion, representing a decline of 13% over the previous year. In US$ terms, this translated to US$ 207 million. The company's standalone total income for the year was Rs 95.63 billion, or a decline of 7% over the previous year. In US$, this amounted to US$ 1.47 billion. PBT was Rs 7 billion, or a reduction of 55% over the previous year. In US$ terms, this translated to US$ 107 million.

Revenues from Global Generics declined by 1% and stood at Rs 114 billion. There was growth across Emerging Markets and India, partially offset by decline in North America Generics.

Revenues from North America declined by 6%, to Rs 59.8 billion. This was largely on account of higher price erosions due to channel consolidation and increased competition in some of our key molecules, such as valganciclovir, azacytidine and decitabine. This was partly offset by revenue contribution of some new products. During the year, the company launched several new products including gVytorin, gDoxil, gRenvela, gAloxi etc. The company filed 19 abbreviated new drug applications (ANDAs) and one new drug application (NDA) under section 505(b)(2) of the Federal Food, Drug and Cosmetic Act (FD&C Act) in the USA. As of 31 March 2018, there were 110 generic filings awaiting approval with the US Food and Drug Administration or USFDA, comprising 107 ANDAs and three NDAs filed under section 505(b)(2). Of these 107 ANDAs, 63 are Para IVs, out of which 30 are believed to have ‘First to File' status.

Revenues from Emerging Markets was Rs 22.7 billion, registering a year-on-year growth of 8%. Revenues from India stood at Rs 23.3 billion, registering a year-on-year growth of 1%.

Revenues from PSAI stood at Rs 22 billion, registering a year-on-year growth of 3%. During the year, the company filed 12 drug master files (DMFs) in the US.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs 20/- (400%) for FY2018, on every equity share of Rs 5/-. The dividend, if approved at the 34th annual general meeting (AGM), will be paid to those shareholders whose names appear on the register of members of the company as of end of the day on 17 July 2018.

In terms of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the company's dividend distribution policy is attached as Annexure I to the board's report.

TABLE 1 FINANCIAL HIGHLIGHTS (Rs MILLION)
CONSOLIDATED STANDALONE
FY2018 FY2017 FY2018 FY2017
Total income 144,362 143,676 95,633 103,110
Profit before depreciation, amortization and tax 24,276 25,803 14,711 22,796
Depreciation and amortization 10,772 10,266 7,741 7,351
Profit before tax 13,504 15,537 6,970 15,445
Tax expense 4,380 2,965 1,301 1,604
Profit after tax 9,124 12,572 5,669 13,841
Share of profit of equity accounted investees, net of tax 344 349 - -
Net profit for the year 9,468 12,921 5,669 13,841
Add: surplus at the beginning of the year 90,771 82,595 89,063 79,930
Total available for appropriation 100,239 95,516 94,732 93,771
Appropriations:
Dividend paid during the year 3,316 3,312 3,316 3,312
Tax on dividend paid 676 674 676 674
Credit of dividend distribution tax - (596) - (633)
Transfer to general reserve - 1,355 - 1,355
Balance carried forward 96,247 90,771 90,740 89,063

Note: FY2018 represents fiscal year 2017-18, from 1 April 2017 to 31 March 2018, and analogously for FY2017 and other such labeled years.

TRANSFER TO RESERVES

The company has not proposed to transfer any amount to the general reserve.

SHARE CAPITAL

The paid-up share capital of your company increased by Rs 0.85 million to Rs 829.56 million in FY2018 due to allotment of 169,194 equity shares, on exercise of stock options by eligible employees through the ‘Dr. Reddy's Employees Stock Option Scheme, 2002' and ‘Dr. Reddy's Employees ADR Stock Option Scheme, 2007'.

FIXED DEPOSITS

The company has not accepted any deposits covered under chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the company or any of its subsidiaries.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

None.

SUBSIDIARIES AND ASSOCIATES

The company had 51 subsidiaries and two joint venture companies as on 31 March 2018. During FY2018, Dr. Reddy's Laboratories Chile SpA. (in Chile), Dr. Reddy's (WUXI) Pharmaceutical Co. Limited (in China), Dr. Reddy's Laboratories Malaysia Sdn. Bhd. (in Malaysia) and Dr. Reddy's Laboratories Taiwan Limited (in Taiwan) have become subsidiary companies. DRSS Solar Power Private Limited was closed and ceased to be a joint venture company. Section 129(3) of the Companies Act, 2013 states that where the company has one or more subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the company and of all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statements of its subsidiaries.

Hence, the consolidated financial statements of the company and all its subsidiaries and joint ventures, prepared in accordance with Indian Accounting Standards (Ind AS) 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report. Moreover, a statement containing the salient features of the financial statement of the company's subsidiaries and joint ventures in the prescribed Form AOC-1, is attached as Annexure II to the board's report. This statement also provides details of the performance and financial position of each subsidiary and joint venture.

In accordance with section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, wherever applicable, are available for inspection during regular business hours at our registered office in Hyderabad, India. These are also available on the company's website, www.drreddys.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company makes investments or extends loans/guarantees to its wholly- owned subsidiaries for their business purposes. Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

CORPORATE GOVERNANCE AND ADDITIONAL SHAREHOLDERS' INFORMATION

A detailed report on the corporate governance systems and practices of the company is given in a separate chapter of this annual report. Similarly, other information for shareholders is provided in the chapter on Additional Shareholders' Information. A certificate from the statutory auditors of the company confirming compliance with the conditions of corporate governance is attached to the chapter on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis in terms of the provisions of regulation 34 of the Listing Regulations is provided as a separate chapter in the annual report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The term of Dr. Ashok S Ganguly as an independent director of the company ended on 28 July 2017. The board places on record its appreciation for the services rendered by Dr. Ganguly during his tenure as a member of the board and its committees.

The board of directors on 30 October 2017, appointed Mr. Prasad R Menon, as an additional director of the Company, categorized as independent. The Board recommends appointment of Mr. Menon as an independent director under section 149 of the Companies Act, 2013 for a term of five years with effect from 30 October 2017, for approval of the shareholders at the forthcoming 34th AGM scheduled on 27 July 2018. In accordance with section 149(7) of the Companies Act, 2013, each independent director has confirmed to the company that he or she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the Listing Regulations.

The term of Mr. Anupam Puri as an independent director of the company is ending at the 34th AGM. The board recommends reappointment of Mr. Puri as an independent director under section 149 of the Companies Act, 2013 for a further term of one year, for approval of the shareholders at the forthcoming 34th AGM scheduled on 27 July 2018.

Mr. K Satish Reddy, retires by rotation at the forthcoming 34th AGM and being eligible, seeks reappointment.

Brief profiles of Mr. Prasad R Menon, Mr. Anupam Puri and Mr. K Satish Reddy are given in the chapter on Corporate Governance and the Notice convening the 34th AGM for reference of the shareholders.

BOARD EVALUATION

As per provisions of the Companies Act, 2013 and regulation 17(10) of the Listing Regulations, an evaluation of the performance of the board, its committees and members was undertaken. For details, please see the chapter on Corporate Governance in this annual report.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The assessment and appointment of members to the board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. A potential board member is also assessed on the basis of independence criteria defined in section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the Listing Regulations.

In accordance with section 178(3) of the Companies Act, 2013, regulation 19(4) of the Listing Regulations and on recommendations of the company's nomination, governance and compensation committee, the board adopted a remuneration policy for directors, key managerial personnel (KMPs), senior management and other employees. The policy is attached in the chapter on Corporate Governance.

NUMBER OF BOARD MEETINGS

The board of directors met five times during the year. In addition, an annual board retreat was held to discuss strategic matters. Details of board meetings are given in the chapter on

Corporate Governance.

AUDIT COMMITTEE

The audit committee of the board of directors consists entirely of independent directors. Presently, the committee comprises Mr. Sridar Iyengar (chairman), Dr. Omkar Goswami and Mr. Bharat N Doshi. Further details can be seen in the chapter on Corporate Governance. The board has accepted all recommendations made by the audit committee during the year.

BUSINESS RISK MANAGEMENT

The company has a risk management committee of the board, consisting entirely of independent directors. Details of the committee and its terms of reference are set out in the chapter on

Corporate Governance.

The audit and risk management committees review key risk elements of the company's business, finance, operations and compliance, and respective mitigation strategies. The risk management committee reviews key strategic, business, compliance and operational risks, while issues around ethics and fraud, internal control over financial reporting (ICOFR), as well as process risks and their mitigation are reviewed by the audit committee. The company's finance, investment and risk management council (FIRM council) is a management level committee which operates under a charter and focuses on risks associated with the company's business and investments. The FIRM council periodically reviews matters pertaining to risk management, compliance, ethics and fraud. Additionally, the enterprise-wide risk management (ERM) function helps management and the board to periodically prioritize, review and measure business risks against a pre-determined risk appetite, and their suitable response, depending on whether such risks are internal, strategic or external.

During FY2018, focus areas of risk management committee included progress on cyber security, data privacy, quality and regulatory, geo-political risk, compliance, patent infringement risk exposures as well as safety and health.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS

The company has in place adequate internal financial controls with reference to its financial statements. These controls ensure the accuracy and completeness of the accounting records and the preparation of reliable financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act, 2013, (‘the Act'), your directors state that: 1. applicable accounting standards have been followed in the preparation of the annual accounts; 2. accounting policies have been selected and applied consistently. Judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the FY2018 and of the profit of the company for that period; 3. proper and sufficient care has been taken to maintain adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; 4. annual accounts have been prepared on a going concern basis; 5. adequate internal financial controls for the company to follow have been laid down and these are operating effectively; and 6. proper and adequate systems have been devised to ensure compliance with the provisions of all applicable laws and these systems are operating effectively.

RELATED PARTY TRANSACTIONS

In accordance with section 134(3)(h) of the Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the company with related parties referred to in section 188(1) of the Companies Act, 2013 in Form AOC-2 is attached as Annexure III. All such contracts or arrangements are in the interest of the company. Details of related party disclosures form part of the notes to the financial statements provided in this annual report.

VIGIL MECHANISM/WHISTLE- BLOWER POLICY

The company has an ombudsperson policy (whistle-blower/vigil mechanism) to report concerns. The vigil mechanism consists of a hotline — a dedicated e-mail ID and a phone number. The ombudsperson policy safeguards from victimization of those who use this mechanism. The audit committee chairperson is the chief ombudsperson. The policy also provides access to the chairperson of the audit committee under certain circumstances. Details of the policy are available on the company's website, www.drreddys.com/investors/ governance/ombudsperson-policy.

STATUTORY AUDITORS

M/s. S R Batliboi & Associates LLP, chartered accountants (firm registration No. 101049W/E300004) were appointed as statutory auditors of the company at the 32nd AGM held on 27 July 2016, for a period of five years commencing from the conclusion of 32nd AGM till the conclusion of the 37th AGM, subject to ratification by shareholders every year, as may be applicable. However, the Ministry of Corporate Affairs (MCA) vide its notification dated 7 May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM. Consequently, M/s. S R Batliboi & Associates LLP, chartered accountants, continues to be the statutory auditors of the company till the conclusion of 37th AGM, as approved by shareholders at 32nd AGM held on 27 July 2016.

SECRETARIAL AUDITOR

Pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. K R Chandratre, practicing company secretary (membership no. FCS 1370 and certificate of practice no. 5144) was appointed to conduct the secretarial audit of the company for FY2018. The secretarial audit report for FY2018 is attached as Annexure IV.

Based on the consent received from Dr. K R Chandratre, and on the recommendations of the audit committee, the board has appointed him as the secretarial auditor of the company for FY2019.

COST AUDITORS

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, as amended, the company maintains the cost audit records in respect of its pharmaceutical business. On the recommendation of the audit committee, your board has appointed M/s. Sagar & Associates, cost accountants (firm registration no. 000118) as cost auditors of the company for the FY2019 at a remuneration of Rs 7 lakhs plus reimbursement of out-of-pocket expenses at actuals and applicable taxes. The provisions also require that the remuneration of the cost auditors be ratified by the shareholders. As a matter of record, relevant cost audit reports for FY2017 were filed with the central government on 24 August 2017, within the stipulated timeline. The cost audit report for FY2018 will also be filed within the timeline.

BOARD'S RESPONSE ON AUDITORS' QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report or by the practicing company secretary in the secretarial audit report. During the year, there were no instances of frauds reported by auditors under section 143(12) of the Companies Act,2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS/ TRIBUNALS

None

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has an apex complaints committee and an internal complaints committee which operate under a defined redressal system for complaints pertaining to sexual harassment of women at the workplace. Details are available in the principle 3 under section 7 of the Business Responsibility Report forming a part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As per section 135 of the Companies Act, 2013, the company has a board-level CSR committee consisting of Mr. Bharat N Doshi (chairman), Mr. G V Prasad and Mr. K Satish Reddy. The company's CSR policy provides a constructive framework to review and organize our social outreach programs in health, livelihood and education. During the year, the committee monitored implementation and adherence to the CSR policy. Details of the CSR policy and initiatives taken by the company during the year are available on the company's website, www.drreddys.com. The report on CSR activities is attached as Annexure V.

BUSINESS RESPONSIBILITY REPORT

A detailed Business Responsibility Report as required under regulation 34 of the Listing Regulations, is given as a separate section in this annual report.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have been transferred by the company to the IEPF, which has been established by the central government. The above-referred rules also mandate transfer of shares on which dividend are lying unpaid and unclaimed for a period of seven consecutive years to IEPF. The company has issued individual notices to the shareholders whose equity shares are liable to be transferred to IEPF, advising them to claim their dividend on or before 5 August 2018.

EMPLOYEES STOCK OPTION SCHEMES

During the year, there has been no material change in the ‘Dr. Reddy's Employees Stock Option Scheme, 2002' and the ‘Dr. Reddy's Employees ADR Stock Option Scheme, 2007' (both collectively referred as ‘the schemes'). The schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The details are available on the company's website: www.drreddys.com/pdf/ESOP_details.pdf The details also form part of note 2.24 of the notes to accounts of the standalone financial statements.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure VI. In terms of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to section 136(1) of the Companies Act, 2013, the annual report, excluding the aforesaid information, is being sent to the shareholders of the company and others entitled thereto. The said information is available for inspection at the registered office of the company during business hours on working days up to the date of the forthcoming 34th AGM. Any shareholder interested in obtaining a copy thereof may write to the company secretary in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as Annexure VII.

EXTRACT OF THE ANNUAL RETURN

Details forming part of the extract of the annual return in form MGT-9 are attached as Annexure VIII.

ACKNOWLEDGMENT

Your directors place on record their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment, as also for the trust reposed on us by the medical fraternity and patients. The board of directors also acknowledge the support extended by the analysts, bankers, government agencies, media, customers, suppliers, shareholders and investors at large. It looks forward to your continued support in the company's endeavor to accelerate access to innovative and affordable medicines… because

Good Health Can't Wait.

For and on behalf of the board of directors

K Satish Reddy

Chairman

Place : Hyderabad

Date : 22 May 2018

   

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