UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

¨
o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x
þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended March 31, 2010

2012

OR

¨
o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨
o

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period fromto

Commission File Number: 1-15182

DR. REDDY’S LABORATORIES LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable ANDHRA PRADESH, INDIA
Not Applicable

(Translation of Registrant’s name

into English)

 ANDHRA PRADESH, INDIA

(Jurisdiction of incorporation or

organization)

7-1-27, Ameerpet

8-2-337, Road No. 3, Banjara Hills

Hyderabad, Andhra Pradesh 500 016,034, India

+91-40-23731946
91-40-49002900

(Address of principal executive offices)

Umang Vohra,Chief Financial Officer+91-40-2373 1946,, +91-40-49002005, umangvohra@drreddys.com
7-1-27, Ameerpet,

8-2-337, Road No. 3, Banjara Hills, Hyderabad, Andhra Pradesh 500 034, India

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of Each Class

 

Name of Each Exchange on which Registered

American depositary shares, each
representing one equity share
 New York Stock Exchange
Equity Shares*

Equity Shares*

*
*

Not for trading, but only in connection with the registration of American depositary shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act. None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

168,845,385

169,560,346 Equity Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yesþx    Noo¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yeso¨    Noþx

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesþx    Noo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yeso¨    Noþx

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

 

x

  

Accelerated filer

 

¨

Large accelerated

Non-accelerated filerþ

 Accelerated filer

o¨

Non-accelerated fileroSmaller reporting companyo
(Do  (Do not check if a smaller reporting company)

  

Smaller reporting company

¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAPo¨ International Financial Reporting Standards as issuedþx
Other  ¨
by the International Accounting Standards Board Othero

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17o¨    Item 18o¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yeso¨    Noþx

 

 


Currency of Presentation and Certain Defined Terms

In this annual report on Form 20-F, references to “$” or “U.S.$” or “dollars” or “U.S. dollars” are to the legal currency of the United States and references to “Rs.LOGO ” or “rupees” or “Indian rupees” are to the legal currency of India. Our financial statements are presented in Indian rupees and translated into U.S. dollars and are prepared in accordance with International Financial Reporting Standards, or “IFRS”, as issued by the International Accounting Standards Board, or “IASB”. References to “Indian GAAP” are to Indian Generally Accepted Accounting Principles and references to “U.S. GAAP” are to United States Generally Accepted Accounting Principles. References to a particular “fiscal” year are to our fiscal year ended March 31 of such year. References to our “ADSs” are to our American Depositary Shares.

References to “U.S.” or “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. References to “EU” are to the European Union. All references to “we,” “us”, “our”, “DRL”, “Dr. Reddy’s” or the “Company” shall mean Dr. Reddy’s Laboratories Limited and its subsidiaries. “Dr. Reddy’s” is a registered trademark of Dr. Reddy’s Laboratories Limited in India. Other trademarks or trade names used in this annual report on Form 20-F are trademarks registered in the name of Dr. Reddy’s Laboratories Limited or are pending before the respective trademark registries.

Market share data is based on information provided by IMS Health Inc. (“IMS Health”), a provider of market research to the pharmaceutical industry, unless otherwise stated.

Except as otherwise stated in this report, all translations from Indian rupees to U.S. dollars are based on the noon buying rate in the City of New York on March 31, 20102012 for cable transfers in Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York, which was Rs.44.95LOGO 50.89 per U.S.$1.00. No representation is made that the Indian rupee amounts have been, could have been or could be converted into U.S. dollars at such a rate or any other rate. As of September 17, 2010July 13, 2012 that rate was Rs.45.88LOGO 55.10 per U.S.$1.00.

Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

Information contained in our website, www.drreddys.com, is not part of this Annual Report and no portion of such information is incorporated herein.

Forward-Looking and Cautionary Statement

IN ADDITION TO HISTORICAL INFORMATION, THIS ANNUAL REPORT CONTAINS CERTAIN FORWARD-LOOKINGFORWARD- LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”). THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKINGFORWARD- LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE SECTIONS ENTITLED “RISK FACTORS” AND “OPERATING AND FINANCIAL REVIEW AND PROSPECTS” AND ELSEWHERE IN THIS REPORT. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH REFLECT MANAGEMENT’S ANALYSIS ONLY AS OF THE DATE HEREOF. IN ADDITION, READERS SHOULD CAREFULLY REVIEW THE OTHER INFORMATION IN THIS ANNUAL REPORT AND IN OUR PERIODIC REPORTS AND OTHER DOCUMENTS FILED AND/OR FURNISHED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) FROM TIME TO TIME.

2


TABLE OF CONTENTS

PART I    

   45  

   45  

   45  

   2023  

   5254  

   5354  

   8393  
98
101

   107  

ITEM 8. FINANCIAL INFORMATION

   110  

ITEM 9. THE OFFER AND LISTING

116

ITEM 10. ADDITIONAL INFORMATION

   108117  

   118126  

   119128  

PART II

  

   122132  

   122132  

   122132  

ITEM 16. [RESERVED]

   135  
125

   125135  

   125135  

   125135  

   125135  

   125135  

   125136  

   126136  

PART III

  

   128138  

   128138  

ITEM 19. EXHIBITS

   139  

ITEM 19. EXHIBITSSIGNATURES

   129141  
130
Exhibit 1.4
Exhibit 8
Exhibit 23.1
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Exhibit 99.4

3


PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A.Selected financial data

You should read the selected consolidated financial data below in conjunction with our consolidated financial statements and the related notes, as well as the section titled “Operating and Financial Review and Prospects,” all of which are included elsewhere in this Annual Report on Form 20-F. The selected consolidated statements of income for the threefive years ended March 31, 2012, 2011, 2010, 2009 and 2008 and the selected consolidated statement of financial position data as of March 31, 2012, 2011, 2010, 2009 and 20092008 have been prepared and presented in accordance with IFRS as issued by the IASB, and have been derived from our audited consolidated financial statements and related notes included elsewhere herein. The selected consolidated financial data below has been presented for the threefive most recent fiscal years. Historical results are not necessarily indicative of future results.

Selected IFRS financial data for the years ended March 31, 2007 and 2006 have not been included in this Annual Report on Form 20-F because IFRS financial statements for such periods have not previously been prepared and could not be without unreasonable effort and expense. We changed our basis of accounting to IFRS during the year ended March 31, 2009 and, in connection therewith, our consolidated financial statements for the year ended March 31, 2008 were restated to conform with IFRS. Prior to adoption of IFRS, we prepared financial statements in accordance with accounting principles generally accepted in the United States of America for purposes of our SEC reporting.

Income Statement Data

                 
  For the Year Ended March 31, 
  2010  2010  2009  2008 
  (Rs. in millions, U.S.$ in millions except share and per share data) 
  Convenience translation             
  into U.S.$             
Revenues U.S.$1,563  Rs.70,277  Rs.69,441  Rs.50,006 
Cost of revenues  755   33,937   32,941   24,598 
             
Gross profit
  808   36,340   36,500   25,408 
             
Selling, general and administrative expenses  501   22,505   21,020   16,835 
Research and development expenses  84   3,793   4,037   3,533 
Impairment loss on other intangible assets  77   3,456   3,167   3,011 
Impairment loss on goodwill  115   5,147   10,856   90 
Other (income)/expense, net  (13)  (569)  254   (402)
             
Results from operating activities
  45   2,008   (2,834)  2,341 
Finance (expense)/income, net     (3)  (1,186)  521 
Share of profit of equity accounted investees, net of income tax  1   48   24   2 
             
Profit/(loss) before income tax
  46   2,053   (3,996)  2,864 
Income tax (expense)/benefit  (22)  (985)  (1,172)  972 
             
Profit/(loss) for the year
 U.S.$24  Rs.1,068  Rs.(5,168) Rs.3,836 
             
Earnings/(loss) per share
                
Basic U.S.$0.14  Rs.6.33  Rs.(30.69) Rs.22.88 
Diluted U.S.$0.14  Rs.6.30  Rs.(30.69) Rs.22.80 
Weighted average number of equity shares used in computing earnings/(loss) per equity share*
                
Basic  168,706,977   168,706,977   168,349,139   168,075,840 
Diluted  169,615,943   169,615,943   168,349,139   168,690,774 
Cash dividend per equity share (Rs.)**     6.25   3.75   3.75 

                                        For the Year Ended March 31, 
   2012  2012  2011  2010  2009  2008 
      (LOGO in millions, U.S.$ in millions, both except share and per share data) 
   

Convenience

translation into

U.S.$

                

Revenues

  U.S.$1,901   LOGO    96,737   LOGO  74,693   LOGO  70,277   LOGO  69,441   LOGO  50,006  

Cost of revenues

   853    43,432    34,430    33,937    32,941    24,598  

Gross profit

  U.S.$1,047   LOGO  53,305   LOGO  40,263   LOGO  36,340   LOGO  36,500   LOGO  25,408  

Selling, general and administrative expenses

   567    28,867    23,689    22,505    21,020    16,835  

Research and development expenses

   116    5,911    5,060    3,793    4,037    3,533  

Impairment loss on other intangible assets

   20    1,040    —      3,456    3,167    3,011  

Impairment loss on goodwill

   —      —      —      5,147    10,856    90  

Other (income)/expense, net

   (15  (765  (1,115  (569  254    (402

Results from operating activities, net

  U.S.$359   LOGO  18,252   LOGO  12,629   LOGO  2,008   LOGO  (2,834 LOGO  2,341  

Finance (expense)/income, net

   3    160    (189  (3  (1,186  521  

Share of profit of equity accounted investees, net of income tax

   1    54    3    48    24    2  

Profit/(loss) before income tax

  U.S.$363   LOGO  18,466   LOGO  12,443   LOGO  2,053   LOGO  (3,996 LOGO  2,864  

Income tax (expense)/benefit

   (83  (4,204  (1,403  (985  (1,172  972  

Profit/(loss) for the year

   280    14,262    11,040    1,068    (5,168  3,836  

Earnings/(loss) per share

       

Basic

  U.S.$1.65   LOGO  84.16   LOGO  65.28   LOGO  6.33   LOGO  (30.69 LOGO  22.88  

Diluted

  U.S.$1.65   LOGO  83.81   LOGO  64.95   LOGO  6.30   LOGO  (30.69 LOGO  22.80  

Weighted average number of equity shares used in computing earnings/(loss) per equity share*

       

Basic

    169,469,888    169,128,649    168,706,977    168,349,139    168,075,840  

Diluted

    170,177,944    169,965,282    169,615,943    168,349,139    168,690,774  

Cash dividend per equity share (LOGO )**

   0.22    11.25    11.25    6.25    3.75    3.75  

*

Each ADR represents one equity share.

**

Excludes corporate dividend taxtax.

4


Statement of financial positionFinancial Position Data
             
  As of March 31, 
  2010  2010  2009 
  (Rs. in millions, U.S.$ in millions) 
  Convenience         
  translation into U.S.$         
Cash and cash equivalents U.S.$146  Rs.6,584  Rs.5,596 
Total assets  1,787   80,330   83,792 
Total long term debt, excluding current portion  120   5,385   10,132 
Total equity U.S.$955  Rs.42,915  Rs.42,045 

   As of March 31, 
   2012   2012   2011   2010   2009   2008 
   (LOGO in millions, U.S.$ in millions) 
   

Convenience

translation

into U.S.$

                     

Cash and cash equivalents

  U.S. $145    LOGO  7,379    LOGO  5,729    LOGO  6,584    LOGO  5,596    LOGO  7,421  

Total assets

   2,348     119,477     95,005     80,330     83,792     85,634  

Total long term debt, excluding current portion

   321     16,335     5,271     5,385     10,132     12,698  

Total equity

  U.S.$1,129    LOGO  57,444    LOGO  45,990    LOGO  42,915    LOGO  42,045    LOGO  47,350  

Convenience translation

For the convenience of the reader, our consolidated financial statements as of March 31, 20102012 have been translated into U.S. dollars at the noon buying rate in New York City on March 31, 20102012 for cable transfers in Indian rupees, as certified for customs purposes by the Federal Reserve Bank of New York, of U.S.$1.00 = Rs.44.95.LOGO 50.89. No representation is made that the Indian rupee amounts have been, could have been or could be converted into U.S. dollars at such a rate or any other rate.

Exchange Rates

The following table sets forth, for the fiscal years indicated, information concerning the number of Indian rupees for which one U.S. dollar could be exchanged based on the noon buying rate in the City of New York on business days during the period for cable transfers in Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York. The column titled “Average” in the table below is the average of the daily noon buying rate on the last business day of each month during the year.

                 
Year Ended            
March 31, Period End  Average  High  Low 
2008  40.02   40.00   43.05   38.48 
2009  50.87   46.32   51.96   39.73 
2010  44.95   47.36   50.48   44.94 

Year Ended

March 31,

  Period End   Average   High   Low 

2008

   40.02     40.00     43.05     38.48  

2009

   50.87     46.32     51.96     39.73  

2010

   44.95     47.36     50.48     44.94  

2011

   44.54     45.49     47.49     43.90  

2012

   50.89     48.01     53.71     44.00  

The following table sets forth the high and low exchange rates for the previous six months and is based on the noon buying rates in the City of New York on business days of each month during such period for cable transfers in Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York.

         
Month High  Low 
October 2009  47.72   46.00 
November 2009  47.37   46.06 
December 2009  46.85   46.00 
January 2010  46.40   45.35 
February 2010  46.79   45.97 
March 2010  46.01   44.94 

 

Month

  High   Low 

October 2011

   49.86     48.63  

November 2011

   52.48     48.94  

December 2011

   53.71     50.50  

January 2012

   53.11     49.39  

February 2012

   49.48     48.65  

March 2012

   51.38     49.14  

5


On September 17, 2010,July 13, 2012, the noon buying rate in the Citycity of New York was Rs.45.88LOGO 55.10 per U.S. dollar.

3.B.Capitalization and indebtedness

Not applicable.

3.C.Reasons for the offer and use of proceeds

Not applicable.

3.D.Risk factors

You should carefully consider all of the information set forth in this Form 20-F and the following risk factors that we face and that are faced by our industry. The risks below are not the only ones we face. Additional risks not currently known to us or that we presently deem immaterial may also affect our business operations. Our business, financial condition or results of operations could be materially or adversely affected by any of these risks. This Form 20-F also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face as described below and elsewhere. See “Forward-Looking Statements.”

RISKS RELATING TO OUR COMPANY AND OUR BUSINESS

Failure of

Our success depends on our researchability to successfully develop and development efforts may restrict introduction ofcommercialize new products, which is critical to our business.

pharmaceutical products.

Our future results of operations depend, to a significant degree, upon our ability to successfully develop and commercialize additional products in our Pharmaceutical Services and Active Ingredients, Global Generics and Proprietary Products segments. We must develop, test and manufacture generic products as well as prove that our generic products are bio-equivalent or bio-similar to their branded counterparts, either directly or in partnership with contract research organizations. All of our products must meet and continue to comply with regulatory and safety standards and receive regulatory approvals; we may be forced to withdraw a product from the market if health or safety concerns arise with respect to such product. The development and commercialization process, particularly with respect to proprietary products, is both time consuming and costly and involves a high degree of business risk. Our products currently under development, if and when fully developed and tested, may not perform as we expect necessaryor meet our standards of safety and efficacy. Necessary regulatory approvals may not be obtained in a timely manner, if at all, and we may not be able to successfully and profitably produce and market such products. Our approved products may not achieve expected levels of market acceptance.

To develop our product pipeline, we commit substantial efforts, funds and other resources to research and development, both through our own dedicated resources and our collaborations with third parties. Our ongoing investments in new product launches and research and development for future products could result in higher costs without a proportionate increase in revenues. Our overall profitability depends on our ability to continue developing commercially successful products, and to introduce them on a timely basis in relation to competitor product introductions.
Our dependence on research and development makes it highly important that we recruit and retain high quality researchers, development specialists and other science and technology experts. Should we fail in our efforts, this could adversely affect our ability to continue developing commercially successful products and, thus, our overall profitability.

If we fail to comply fully with government regulations or to maintain continuing regulatory oversight applicable to our research and development activities or regarding the manufacture of our products, or if a regulatory agency amends or withdraws existing approvals to market our products, it may delay or prevent us from developing or manufacturing our products.

Our research and development activities are heavily regulated. If we fail to comply fully with applicable regulations, then there could be a delay in the submission or approval of potential new products for marketing approval. In addition, the submission of an application to a regulatory authority does not guarantee that a licenseapprovals required to market the product will be granted. Each authority may impose its own requirements and/or delay or refuse to grant approval, even when a product has already been approved in another country. In the United States, as well as many of the international markets into which we sell our products, the approval process for a new product is complex, lengthy and expensive. The time taken to obtain approval varies by country but generally takes from six months to several years from the date of application. This registrationapproval process increases the cost to us of developing new products and increases the risk that we will not be able to successfully sell such new products.

6

Regulatory agencies may at any time reassess the safety and efficacy of our products based on new scientific knowledge or other factors. Such reassessments could result in the amendment or withdrawal of existing approvals to market our products, which in turn could result in a loss of revenue, and could serve as an inducement to bring lawsuits against us. In our bio-generics business, due to the intrinsic nature of biologics, our bio-similarity claims can always be contested by our competitors, the innovator company and/or the applicable regulators.


Also,Additionally, governmental authorities, including among others the U.S. Food and Drug Administration (“U.S. FDA”) and the U.K. Medicines and Healthcare Products Regulatory Agency (“MHRA”), heavily regulate the manufacturing of our products.products, including manufacturing quality standards. Periodic audits are conducted on our manufacturing sites, and if the regulatory and quality standards and systems are not found adequate, it could result in an audit observation (on Form 483, if from the U.S. FDA), or a subsequent investigative letter which may require further corrective actions. If we or our third party suppliers fail to comply fully with such regulations or to take corrective actions which are mandated, then there could be a government-enforced shutdown of our production facilities or a Detention Without Physical Examination (“DWPE”) import ban (e.g., see the description in Item 4.a. below of the June 2011 DWPE import ban for our manufacturing facility at Cuernavaca, Mexico), which in turn could lead to product shortages.shortages that delay or prevent us from fulfilling our obligations to customers, or we could be subjected to government fines. Failure to comply fully with such regulations could also lead to a delay in the approval of our new products.

An increasing portion of our portfolio are “biologic” products. Unlike traditional “small-molecule” drugs, biologic drugs cannot be manufactured synthetically, but typically must be produced from living plant or animal micro-organisms. As a result, the production of biologic drugs that meet all regulatory requirements is especially complex. Even slight deviations at any point in the production process may lead to batch failures or recalls. In addition, because the production process is based on living micro-organisms, the process could be affected by contaminants that could impact those micro-organisms. In such an event, production shutdowns and extensive and extended decontamination efforts may be required.

The regulatory requirements are still evolving in many developing markets where we sell or manufacture products, including our bio-similar products. In these markets, the regulatory requirements and the policies and opinions of regulators may at times be unclear, inconsistent or arbitrary due to absence of adequate precedents or for other reasons. As a result, there is increased risk of our inadvertent non-compliance with such regulations, which could lead to government-enforced shutdowns and other sanctions, as well as the withholding or delay of regulatory approvals for new products or government-enforced shutdowns and other sanctions. And, in some cases, there is increased risk of our inadvertent non-compliance with such regulations.

There has been a trend of increased regulatory review of over-the-counter products for safety and efficacy questions, which could potentially affect our over-the-counter products business.

Our over-the-counter products business sells over-the-counter medicines. In recent years, significant questions have arisen regarding the safety, efficacy and potential for misuse of certain over-the-counter medicine products.

As a result, health authorities around the world have begun to re-evaluate some important over-the-counter products, leading to restrictions on the sale of some of them and even the banning of certain products. For example, in 2010, the U.S. FDA undertook a review of one cough medicine ingredient to consider whether over-the-counter sales of the ingredient remained appropriate. While the U.S. FDA has not, to date, changed the ingredient’s status, further regulatory or legislative action may follow, and litigation sometimes follows actions such as these, particularly in the United States. Additional actions and litigation regarding over-the-counter products are possible in the future. If the U.S. FDA or another regulator were to review one or more of our over-the-counter products for such purposes, it could have a significant adverse effect on our sales of such over-the-counter products and, thus, our overall profitability.

Risks from operations in certain countries susceptible to political or economic instability.

We are a global pharmaceutical company with worldwide operations.company. Although a significant proportion of our sales are in North America (the United States and Canada) and Western Europe, we expect to derive an increasing portion of our sales and future growth from other regions, such as Latin America, Russia and other countries of the former Soviet Union, Central Europe, and Eastern Europe and South Africa, all of which may be more susceptible to political or economic instability.

We monitor significant political, legal and economic developments in these regions and attempt to mitigate our exposure where possible. However, mitigation is not always possible, and our international operations could be adversely affected by political, legal and economic developments, such as changes in capital and exchange controls; expropriation and other restrictive government actions; intellectual property protection and remedy laws; trade regulations; procedures and actions affecting approval, production, pricing and marketing of, reimbursement for and access to our products; and intergovernmental disputes, including embargoes and/or military hostilities.

For example,

In addition, in recent years Russiamany less-developed markets, we rely heavily on third-party distributors and other countriesagents for the marketing and distribution of our products. Although our policies prohibit these third parties from making improper payments or otherwise engaging in improper activities to influence the former Soviet Union were adversely affected byprocurement decisions of government agencies, physicians, pharmacies, hospitals or other health care professionals, we may not be able to effectively manage these third parties. Many of these third parties do not have internal compliance resources comparable to ours. Business activities in many of these markets have historically been more susceptible to corruption. If our efforts to screen third-party agents and detect cases of potential misconduct fail, we could be held responsible and subjected to civil and criminal penalties for the global economic crisisnoncompliance of these third parties under applicable laws and began to experience economic instability characterized by, among other things, liquidity issues and local currency devaluations againstregulations, including the U.S. dollar.Foreign Corrupt Practices Act, which may have a material adverse effect on our reputation and our business, financial condition or results of operations.

Significant portions of our operations are conducted outside the markets in which our products are sold, and accordingly we often import a substantial number of products into such markets. We instituted strict credit controls and receivables monitoring mechanismsmay, therefore, be denied access to mitigate our collection risks and,customers or suppliers or denied the ability to ship products from any of our sites as a result of closing of the borders of the countries in which we managedsell our products, or in which our operations are located, due to avoid any write-offs. However,economic, legislative, political and military conditions, including hostilities and acts of terror, in future periods we may be unable to successfully mitigate these or other risks of political, legal and economic instability, and our international operations could be adversely affected.

such countries.

If we are sued by consumers for defects in our products, it could harm our reputation and thus our profits.

Our business inherently exposes us to potential product liability. From timeliability claims, and the severity and timing of such claims are unpredictable. Notwithstanding pre-clinical and clinical trials conducted during the development of potential products to time,determine the safety and efficacy of products for use by humans following approval by regulatory authorities, unanticipated side effects may become evident only when drugs and bio-similars are introduced into the marketplace. Due to this fact, our customers and participants in clinical trials may bring lawsuits against us for alleged product defects. In other instances, third parties may perform analyses of published clinical trial results which raise questions regarding the safety of pharmaceutical industry has experienced difficultyproducts, and which may be publicized by the media. Even if such reports are inaccurate or misleading, in obtaining desired amountswhole or in part, they may nonetheless result in claims against us for alleged product defects.

Historically, in the event a patient or group of productpatients suffered adverse events from taking the generic version of a branded drug in the United States, generic pharmaceutical manufacturers relied on U.S. laws which permitted them to pass that liability insurance coverage.back to the innovator pharmaceutical company that originally brought the branded drug to market. However in recent years, courts across the United States have begun to hold the generic manufacturers directly responsible for the safety of their drugs and have found them to be strictly liable for injuries emanating from the use of generics.

Product liability claims, regardless of their merits or the ultimate success of the defense against them, are costly. Although we have obtained product liability coverage with respect to products that we manufacture and the clinical trials that we conduct, if any product liability claim sustained against us were to beis not covered by insurance or were to exceedexceeds the policy limits, it could harm our business and financial condition.

This risk is likely to increase as we develop our own new-patented products in addition to making generic versions of drugs that have been in the market for some time.

In addition, product liability coverage for pharmaceutical companies is becoming more expensive. As a result, we may not be able to obtain the type and amount of coverage we desire at an acceptable price. Furthermore, the severity and timing of future claims are unpredictable. Our customers may also bring lawsuits against us for alleged product defects. The existence or even threat of a major product liability claim could also damage our reputation and affect consumers’ views of our other products, thereby negatively affecting our business, financial condition and results of operations.

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If we cannot respond adequately to the increased competition we expect to face in the future, we will lose market share and our profits will go down.
Our products face intense competition from products commercialized or under development by competitors in all our business segments based in India and overseas. Many of our competitors have greater financial resources and marketing capabilities than we do. Some of our competitors, especially multinationalProduct liability insurance coverage for pharmaceutical companies have greater experience than we do in clinical testingis becoming more expensive and, human clinical trials offrom time to time, the pharmaceutical products andindustry has experienced difficulty in obtaining regulatory approvals. Our competitors may succeed in developing technologies and productsdesired amounts of product liability insurance coverage. As a result, it is possible that, are more effective, more popular or cheaper than any we may develop or license. These developments could render our technologies and products obsolete or uncompetitive, which would harm our business and financial results. We believe some of our competitors have broader product ranges, stronger sales forces and better segment positioning than us, which enables them to compete effectively.
To the extent that we succeed in being the first to market a generic version of a significant product, and particularly if we obtain the 180-day period of market exclusivity in the United States provided under the Hatch-Waxman Act of 1984, as amended, our sales and profit can be substantially increased in the period following the introduction of such product and prior to a competitor’s introduction of the equivalent product or the launch of an authorized generic. Selling prices of generic drugs typically decline, sometimes dramatically, as additional companies receive approvals for a given product and competition intensifies. Our ability to sustain our sales and profitability of any product over time is dependent on both the number of new competitors for such product and the timing of their approvals.
Our generics business is also facing increasing competition from brand-name manufacturers who do not face any significant regulatory approvals or barriers to entry into the generics market. These brand-name companies sell generic versions of their products to the market directly or by acquiring or forming strategic alliances with our competitor generic pharmaceutical companies or by granting them rights to sell “authorized generics.” Moreover, brand-name companies continually seek new ways to delay the introduction of generic products and decrease the impact of generic competition, such as filing new patents on drugs whose original patent protection is about to expire, developing patented controlled-release products, changing product claims and product labeling, or developing and marketing as over-the-counter products those branded products which are about to face generic competition.
We are constantly striving to build efficiency in our internal processes and cost structures and to build decisive competitive advantages to face increasing competition on product price and market share. However, these advantages and the long term beneficial impact from such initiatives may not sustain in future.
If we cannot maintain our position in the Indian pharmaceutical industry in the future, we may not be able to attract co-development, outsourcing or licensing partnersobtain the type and amount of coverage we desire at an acceptable price and self-insurance may lose market share.
In order to attract multinational corporations into co-development and licensing arrangements, it is necessarybecome the sole commercially reasonable means available for us to maintainmanaging the positionproduct liability risks of a leading pharmaceutical company in India. Multinational corporations have been increasing their outsourcing of both active pharmaceutical ingredients and generic formulations to highly regarded companies that can produce high quality products at low cost that conform to standards set in developed markets. If we cannot maintain our current position in the market, we may not be able to attract outsourcing or licensing partners and may lose market share.
business.

Reforms in the health care industry and the uncertainty associated with pharmaceutical pricing, reimbursement and related matters could adversely affect the marketing, pricing and demand for our products.

Our success will depend in part on the extent to which government and health administration authorities, private health insurers and other third-party payors will pay for our products. Increasing expenditures for health care has been the subject of considerable public attention in almost every jurisdiction where we conduct business. Both private and governmental entities are seeking ways to reduce or contain health care costs by limiting both coverage and the level of reimbursement for new therapeutic products. These pressures are particularly strong given the lingering effects of the recent global economic and financial crisis, including the ongoing debt crisis in certain countries in Europe. In many countries in which we currently operate, including India, pharmaceutical prices are subject to regulation. The existence of government-imposed price controls and mandatory discounts and rebates can limit the revenues we earn from our products.

We expect these efforts to continue in the year ended March 31, 2013 as healthcare payors around the globe—in particular government-controlled health authorities, insurance companies and managed care organizations—step up initiatives to reduce the overall cost of healthcare.

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In the United States, numerous proposals that would affect changes in the United States health care system have been introduced in Congress and in some state legislatures, including the enactment in December 2003 of expanded Medicare coverage for drugs, which became effective in January 2006. In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), were signed into law. The PPACA is one of the most significant healthcare reform measures in the United States in decades, and is expected to significantly impact the U.S. pharmaceutical industry. We may see an increase in revenues by virtue of the PPACA’s anticipated extension of health insurance to tens of millions of previously uninsured Americans and the prohibitions on denials of health insurance coverage due to pre-existing diseases and on lifetime value limits on insurance policy coverages.coverage. However, the PPACA contains various provisions which could adversely affect our business, including the following:

The PPACA imposes on pharmaceutical manufacturers a variety of additional rebates, discounts and fees. Among other things, the PPACA includes annual, non-deductible fees that go into effect in 2011 for entities that manufacture or import certain prescription drugs and biologics. The first year for which the fee applies is calendar year 2011, and the fee is due by September 30 of the following calendar year (i.e., 2012). This fee will beis calculated based upon each organization’s percentage share of total branded prescription drug and biologics sales to U.S. government programs (such as Medicare, Medicaid and Veterans’ Affairs and Public Health Service discount programs), and authorized generic products are generally treated as branded products. The manufacturer must have at least $5 million in sales of branded prescription drugs or biologics in order to be subject to the fee.

In April 2012, we received an invoice from the United States Internal Revenue Service (the “IRS”) estimating our liability for the manufacturers’ fee for calendar year 2011 to be $92,696, based upon our calendar year 2010 sales of branded and authorized generic prescription drugs and biologics. We expect our sales of brand and authorized generic products during calendar year 2011 to be below the threshold limit of $5 million, and thus we may not be subject to the fee for calendar year 2012, based on our calendar year 2011 sales.

In addition, the PPACA changeschanged the computations used to determine Medicaid rebates owed by manufacturers under the Medicaid Drug Rebate Program by redefining the average manufacturer’s price (“AMP”), effective October 1, 2010, and by using 23.1% instead of 15% of AMP for most branded drugs and 13% instead of 11% of AMP for generic drugs, effective January 1, 2010. The PPACA also increasesincreased the number of healthcare entities eligible for discounts under the Public Health Service pharmaceutical pricing program.

The PPACA has pro-generic provisions that could increase competition in the generic pharmaceutical industry and therefore adversely impact our selling prices or costs and reduce our profit margins. Among other things, the PPACA creates an abbreviated pathway to U.S. FDA approval of “biosimilar” biological products and allows the first interchangeable bio-similar biological product 18 months of exclusivity, which could increase competition for our bio-generics business. Conversely, the PPACA has some anti-generic provisions that could adversely affect our bio-generics business, including provisions granting the innovator of a biological drug product 12 years of exclusive use before generic drugs can be approved based on being biosimilar.

The PPACA makes several important changes to the federal anti-kickback statute, false claims laws, and health care fraud statutes that may make it easier for the government or whistleblowers to pursue such fraud and abuse violations. In addition, the PPACA increases penalties for fraud and abuse violations. If our past, present or future operations are found to be in violation of any of the laws described above or other similar governmental regulations to which we are subject, we may be subject to the applicable penalty associated with the violation which could adversely affect our ability to operate our business and our financial results.

To further facilitate the government’s efforts to coordinate and develop comparative clinical effectiveness research, the PPACA establishes a new Patient-Centered Outcomes Research Institute to oversee and identify priorities in such research. The manner in which the comparative research results would be used by third-party payors is uncertain.

On January 27, 2012, The Centers for Medicare and Medicaid Services (“CMS”) issued its long awaited proposed rule implementing the Medicaid pricing and reimbursement provisions of PPACA and related legislation. CMS accepted comments on this proposed rule through April 2, 2012, and we are waiting for CMS to issue a final rule.

On June 28, 2010 the Departments of Health and Human Services, Labor, and the Treasury jointly issued interim final regulations to implement the provisions of PPACA that prohibit the use of preexisting condition exclusions, eliminate lifetime and annual dollar limits on benefits, restrict contract rescissions, and provide patient protections.

During the year ended March 31, 2011, the PPACA’s changes to manufacturer rebates under the Medicaid Drug Rebate Program impacted our U.S. Generics business, but the impact was not material.

On June 28, 2012, the U.S. Supreme Court ruled on certain challenged provisions of the PPACA. The U.S. Supreme Court generally upheld the constitutionality of the PPACA, willincluding its individual mandate that requires most Americans to buy health insurance starting in 2014, and ruled that the Anti-Injunction Act did not bar the court from reviewing that PPACA provision. However, the U.S. Supreme Court struck down the PPACA’s provisions requiring each state to expand its Medicaid program or lose all federal Medicaid funds. The Court did not invalidate the PPACA’s expansion of Medicaid for states that voluntarily participate; it only held that a state’s entire Medicaid funding cannot be seen as it is implemented, by promulgation of regulations and other administrative and judicial actions. We arewithheld due to its failure to participate in the process of evaluating the impactexpansion.

Pending full implementation of the PPACA, we are continuing to evaluate all potential scenarios surrounding its implementation and how it may affectthe corresponding impact on our financial condition, results of operations and cash flows.

flow.

In Germany, an important market for us, the government has introduced several healthcare reforms in order to control healthcare spending and promote the prescribing of generic drugs. As a result, the prices of generic pharmaceutical products in Germany have declined, impacting our revenues, and may further decline in the future. Furthermore, the shift to a tender (i.e., competitive bidding) based supply model in Germany may further reducehas led to a significant decline in the prices for our products and may impactimpacted our market opportunities in that country. Similar developments may take place in our other key markets. We cannot predict the nature of the measures that may be adopted or their impact on the marketing, pricing and demand for our products.

During the year ended March 31, 2012, Russia introduced Federal Law # 323, titled “On the Foundations of Healthcare for Russian Citizens”. Portions of this new law became effective on November 23, 2011 and the remainder became effective on January 1, 2012. This new law imposes stringent restrictions on interactions between (i) healthcare professionals, pharmacists, healthcare management organizations, opinion leaders (both governmental and from the private sector) and certain other parties (collectively referred to as “healthcare decision makers”), and (ii) companies that produce or distribute drugs or medical equipment and any representatives or intermediaries acting on their behalf, (collectively referred to as “medical product representatives”). Some of the key provisions of this law are prohibitions on:

one-on-one meetings and communications between healthcare decision makers and medical product representatives, except for participation in clinical trials, pharmacovigilance, group educational events and certain other limited exceptions;

the acceptance by a healthcare decision maker of compensation, gifts or entertainment paid by medical product representatives;

the agreement by a healthcare decision maker to prescribe or recommend drug products or medical equipment; or

the engagement by a healthcare decision maker in a “conflict of interest” transaction with a medical product representative, unless approved by regulators pursuant to certain specified procedures.

Although certain of the above prohibitions technically restrict only the actions of healthcare decision makers, liability for non-compliance with such restrictions nonetheless extends to both the healthcare decision maker and the medical product representative. Penalties for non-compliance with this new law have not yet been clarified.

During the year ended March 31, 2012, the Department of Pharmaceuticals under the ministry of Chemicals and Fertilizers in India proposed a revised national Pharmaceutical Pricing policy. The draft policy, as published, proposed to apply price controls to 348 drugs listed in the National List of Essential Medicines (as opposed to the 74 drugs currently subject to price control in India), and to revise the price control mechanism by benchmarking the prices based on market dynamics and eliminating the current cost-based model. Pending finalization of the policy, its impact on our business cannot be ascertained.

In addition, governments throughout the world heavily regulate the marketing of our products. Most countries also place restrictions on the manner and scope of permissible marketing to government agencies, physicians, pharmacies, hospitals and other health care professionals. Although our company policies prohibit our employees and third party distributors from violating such regulations, we may not be able to effectively prevent this, especially in markets that have historically been more susceptible to corruption. The effect of such regulations may be to limit the amount of revenue that we may be able to derive from a particular product. Moreover, if we or our third party distributors fail to comply fully with such regulations, then civil or criminal actions could be brought against us.

us, which may have a material adverse effect on our reputation and our business, financial condition or results of operations.

9


If a regulatory agency amends or withdraws existing approvals to market our products, this may cause our revenues to decline.
Regulatory agencies may at any time reassess the safety and efficacy of our products based on new scientific knowledge or other factors. Such reassessments could result in the amendment or withdrawal of existing approvals to market our products, which in turn could result in a loss of revenue, and could serve as an inducement to bring lawsuits against us. In our bio-generics business, due to the intrinsic nature of biologics, our bio-similarity claims can always be contested by our competitors, the innovator company and/or the applicable regulators.
If we are unable to patent new products and processes or to protect our intellectual property rights or proprietary information, or if we infringe on the patents of others, our business may be materially and adversely impacted.

Our overall profitability depends, among other things, on our ability to continuously and timely introduce new generic as well as proprietary products. Our success will depend, in part, on our ability in the future to obtain patents, protect trade secrets, intellectual property rights and other proprietary information and operate without infringing on the proprietary rights of others. Our competitors may have filed patent applications, or hold issued patents, relating to products or processes that compete with those we are developing, or their patents may impair our ability to successfully develop and commercialize new products.

Our success with our proprietary products depends, in part, on our ability to protect our current and future innovative products and to defend our intellectual property rights. If we fail to adequately protect our intellectual property, competitors may manufacture and market products similar to ours. We have been issued patents covering our innovative products and processes and have filed, and expect to continue to file, patent applications seeking to protect our newly developed technologies and products in various countries, including the United States. Any existing or future patents issued to or licensed by us may not provide us with any competitive advantages for our products or may even be challenged, invalidated or circumvented by competitors. In addition, such patent rights may not prevent our competitors from developing, using or commercializing products that are similar or functionally equivalent to our products.

We also rely on trade secrets, unpatented proprietary know-how and continuing technological innovation that we seek to protect, in part by confidentiality agreements with licensees, suppliers, employees and consultants. It is possible that these agreements will be breached and we will not have adequate remedies for any such breach. Disputes may arise concerning the ownership of intellectual property or the applicability of confidentiality agreements. Furthermore, our trade secrets and proprietary technology may otherwise become known or be independently developed by our competitors or we may not be able to maintain the confidentiality of information relating to such products.

If pharmaceutical companies are successful in limiting the use of generics through their legislative, regulatory and other efforts, our sales of generic products may suffer.

Many pharmaceutical companies increasingly have used state and federal legislative and regulatory means to delay generic competition. These efforts have included:

pursuing new patents for existing products that may be granted just before the expiration of earlier patents, which could extend patent protection for additional years or otherwise delay the launch of generics;

Changes

selling the brand product as an authorized generic, either by the brand company directly, through an affiliate or by a marketing partner;

using the Citizen Petition process to request amendments to U.S. FDA standards or otherwise delay generic drug approvals;

seeking changes to U.S. Pharmacopeia, an organization that publishes industry recognized compendia of drug standards;

attaching patent extension amendments to non-related federal legislation;

engaging in state-by-state initiatives to enact legislation that restricts the substitution of some generic drugs, which could have an impact on products that we are developing; and

seeking patents on methods of manufacturing certain active pharmaceutical ingredients.

If pharmaceutical companies or other third parties are successful in limiting the use of generic products through these or other means, our sales of generic products may decline. If we experience a material decline in generic product sales, our results of operations, financial condition and cash flows will suffer.

If competitors are successful in limiting competition for certain authorized generic products through their legislative, regulatory and litigation efforts, our sales of certain generic products may suffer.

Recently, some U.S. generic pharmaceutical companies who obtained rights to market and distribute a generic alternative of a brand product (i.e., an “authorized generics” arrangement) under the brand manufacturer’s new drug application (“NDA”) have experienced challenges to their ability to distribute authorized generics during a competitors’ 180-day period of abbreviated new drug application (“ANDA”) exclusivity under the Hatch-Waxman Act. These challenges have come in the regulatory environment may prevent us from utilizing the exclusivity periods that are important to the successform of our generic products.

The policy ofCitizen Petitions filed with the U.S. FDA, regarding the award of 180 days of market exclusivity to generic manufacturers who challenge patents relating to specific products continues to be the subject of extensive litigation in the United States. During this 180-day market exclusivity period, the generic manufacturer who won exclusivity relating to the specific product usually is the only company marketing that product. The U.S. FDA’s current interpretationlawsuits alleging violation of the Hatch-Waxman Actantitrust and consumer protection laws, and seeking legislative intervention. For example, in February 2011, legislation was introduced in both the U.S. Senate and the U.S. House of 1984 is to award 180 daysRepresentatives that would prohibit the marketing of exclusivity toauthorized generics during the first generic manufacturer who files a Paragraph IV certification180-day period of ANDA exclusivity under the Hatch-Waxman Act challenging the patentAct. If distribution of the branded product, regardlessauthorized generic versions of whether that generic manufacturer was sued for patent infringement.
The Medicare Prescription Drug, Improvementbrand products is otherwise restricted or found unlawful, our results of operations, financial condition and Modernization Act of 2003 (the “Medicare Prescription Drug Act”) amended the Hatch-Waxman Act and provides that the 180-day market exclusivity period is triggered by the commercial marketing of the product, as opposed to the old rule under which the exclusivity period was triggered by a final, non-appealable court decision. However, the Medicare Prescription Drug Act also contains forfeiture provisions, which, if met, will deprive the first Paragraph IV filer of exclusivity. As a result, under certain circumstances, we may notcash flows could be able to exploit our 180-day exclusivity period since it may be forfeited prior to our being able to market the product.
In addition, legal and administrative disputes with respect to triggering dates and shared exclusivities may also prevent us from fully utilizing the exclusivity periods.

materially adversely affected.

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If we are unable to defend ourselves in patent challenges, we could be subject to injunctions preventing us from selling our products, resulting in a decrease in revenues, or we could be subject to substantial liabilities that would lower our profits.

There has been substantial patent related litigation in the pharmaceutical industry concerning the manufacture, use and sale of various products. In the normal course of business, we are regularly subject to lawsuits and the ultimate outcome of litigation could adversely affect our results of operations, financial condition and cash flow. Regardless of regulatory approval, lawsuits are periodically commenced against us with respect to alleged patent infringements by us, such suits often being triggered by our filing of an application for governmental approval, such as an abbreviated new drug application.ANDA. The expense of any such litigation and the resulting disruption to our business, whether or not we are successful, could harm our business. The uncertainties inherent in patent litigation make it difficult for us to predict the outcome of any such litigation.

If we are unsuccessful in defending ourselves against these suits, we could be subject to injunctions preventing us from selling our products, resulting in a decrease in revenues, or to damages, which may be substantial. An injunction or substantial damages resulting from these suits could adversely affect our consolidated financial position, results of operations or liquidity.

If we elect to sell a generic product prior to the final resolution of outstanding patent litigation, we could be subject to liabilities for damages.

At times we seek approval to market generic products before the expiration of patents for those products, based upon our belief that such patents are invalid, unenforceable, or would not be infringed by our products. As a result, we are involved in patent litigation, the outcome of which could materially adversely affect our business. Based upon a complex analysis of a variety of legal and commercial factors, we may elect to market a generic product even though litigation is still pending. This could be before any court decision is rendered or while an appeal of a lower court decision is pending. To the extent we elect to proceed in this manner, if the final court decision is adverse to us, we could be required to cease the sale of the infringing products and face substantial liability for patent infringement. These damages may be significant as they may be measured by a royalty on our sales or by the profits lost by the patent owner and not by the profits we earned. Because of the discount pricing typically involved with generic pharmaceutical products, patented brand products generally realize a significantly higher profit margin than generic pharmaceutical products. In the case of a willful infringer, the definition of which is unclear, these damages may even be trebled.

In

For example, in April 2006, we launched, and continue to sell fexofenadine, the generic version of Allegra®, despite the fact that litigation with the company that holds the patents for and sells this branded product is still ongoing. This is the only product that we have launched in the United States prior to the resolution of outstanding patent litigation. In the European Union, we also have generic launches that involve ongoing patent litigation, the outcome of which could adversely affect our business or profitability. During the year ended March 31, 2009, we incurred damages of approximately Rs.916 million as a result of the German Federal Court of Justice upholding the validity of an olanzapine patent held by Eli Lilly. In Canada, we continue to sell olanzapine tablets (the generic version of Eli Lilly’s Zyprexa® tablets) through a partnership with Pharmascience, Inc., despite the fact that Pharmascience has agreed to pay damages if Eli Lilly is successful in its olanzapine patent litigation against Novopharm, and our partnership arrangement with Pharmascience would require us to share a portion of any such damages obligation realized by Pharmascience.

Furthermore, there may be risks involved in entering into in-licensing arrangements for products, which are often conditioned upon the licensee’s sharing in the patent-related risks. For example, in the case of our brand ‘Oxycodon beta’ in Germany, our supplier, Cimex Pharma AG, required us to enter into a cost sharing agreement under which we will pay up to 20% of the losses resulting from any innovator damage claims.

For business reasons, we continue to examine such product opportunities (i.e., involving non-expired patents) going forward and this could result in patent litigation, the outcomes of which may impact our profitability.

If we do not maintain and increase our arrangements for overseas distribution of our products, our revenues and net income could decrease.
As of March 31, 2010, our products were marketed in numerous countries. In large overseas markets, our products are usually marketed through our subsidiaries or joint ventures. Since we do not have the resources to market and distribute our products ourselves in all our export markets, we also market and distribute our products through third parties by way of marketing and agency arrangements. These arrangements may be terminated by either party providing the other with notice of termination or when the contract regarding the arrangement expires. We may not be able to successfully negotiate these third party arrangements or find suitable joint venture partners in the future. Any of these arrangements may not be available on commercially reasonable terms. Additionally, our marketing partners may make important marketing and other commercialization decisions with respect to products we develop without our input. As a result, many of the variables that may affect our revenues and net income are not exclusively within our control when we enter into arrangements like these.

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If we fail to comply with environmental laws and regulations, or face environmental litigation, our costs may increase or our revenues may decrease.

We may incur substantial costs complying with requirements of environmental laws and regulations. In addition, we may discover currently unknown environmental problems or conditions. In all countries in whichwhere we have production facilities, we are subject to significant environmental laws and regulations whichthat govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used in or result from our operations. In the normal course of our business, we are exposed to risks relating to possible releases of hazardous substances into the environment, which could cause environmental or property damage or personal injuries, and that could require remediation of contaminated soil and groundwater, which could cause us to incur substantial remediation costs that could adversely affect our consolidated financial position, results of operations or liquidity.

If any of our plants or the operations of such plants are shut down, it may severely hamper our ability to supply our customers and we may continue to incur costs in complying with regulations, appealing any decision to close our facilities, maintaining production at our existing facilities and continuing to pay labor and other costs, which may continue even if the facility is closed. As a result, our overall operating expenses may increase and our profits may decrease.

We operate in a highly competitive and rapidly consolidating industry.

Our equity shares and our ADSs may be subject to market price volatility, and the market priceproducts face intense competition from products commercialized or under development by competitors in all of our equity sharesbusiness segments based in India and ADSsoverseas. Many of our competitors have greater financial resources and marketing capabilities than we do. Our competitors may decline disproportionatelysucceed in response to adverse developmentsdeveloping technologies and products that are unrelated tomore effective, more popular or cheaper than any we may develop or license, thus rendering our operating performance.

Market prices for the securities of Indian pharmaceutical companies, including our own, have historically been highly volatile,technologies and the market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. Factors such as the following can have an adverse effect on the market price of our ADSs and equity shares:
general market conditions,
speculative trading in our shares and ADSs, and
developments relating to our peer companies in the pharmaceutical industry.
If the world economy is affected due to terrorism, warsproducts obsolete or epidemics, it may adversely affectuncompetitive, which would harm our business and resultsfinancial results.

In our proprietary products business, many of operations.

Several areasour competitors have greater experience than we do in clinical testing, human clinical trials, obtaining regulatory approvals and in the marketing and sale of brand, innovative and consumer-oriented products. They may be able to respond more quickly to new or emerging market preferences or to devote greater resources to the development and marketing of new products and/or technologies than we can. As a result, any products and/or innovations that we develop may become obsolete or noncompetitive before we can recover the expenses incurred in connection with their development. In addition, for these product categories we need to emphasize to physicians, patients and third-party payors the benefits of our products relative to competing products that are often more familiar or otherwise more well-established. If competitors introduce new products or new variations on their existing products, our marketed products, even those protected by patents, may be replaced in the marketplace or we may be required to lower our prices.

In our generics business, to the extent that we succeed in being the first to market a generic version of a significant product, and particularly if we obtain the 180-day period of market exclusivity in the United States provided under the Hatch-Waxman Act of 1984, as amended, our sales and profit can be substantially increased in the period following the introduction of such product and prior to a competitor’s introduction of the world, includingequivalent product or the launch of an authorized generic. Prices of generic drugs typically decline, often dramatically, especially as additional generic pharmaceutical companies (including low-cost generic manufacturers based in India and China) receive approvals and enter the market for a given product and competition intensifies. Consequently, our ability to sustain our sales and profitability of any product over time is dependent on both the number of new competitors for such product and the timing of their approvals.

The number of significant new generic products for which Hatch-Waxman exclusivity is available, and the size of those product opportunities, varies significantly over time and may decrease in future years in comparison to those available in the past. Patent challenges have experienced terrorist acts and retaliatory operationsbecome more difficult in recent years. IfAdditionally, we increasingly share the economy180-day exclusivity period with other generic competitors, which diminishes the commercial value of the exclusivity.

Our generics business is also facing increasing competition from brand-name manufacturers who do not face any significant regulatory approvals or barriers to entry into the generics market. These brand-name companies sell generic versions of their products to the market directly or by acquiring or forming strategic alliances with our competitor generic pharmaceutical companies or by granting them rights to sell “authorized generics.” Moreover, brand-name companies continually seek new ways to delay the introduction of generic products and decrease the impact of generic competition, such as filing new patents on drugs whose original patent protection is about to expire, developing patented controlled-release products, changing product claims and product labeling, or developing and marketing as over-the-counter products those branded products that are about to face generic competition.

Our competitors, which include major multinational corporations, are consolidating, and the strength of the combined companies could affect our competitive position in all of our key markets (including but not limited to the United States, the United Kingdom, Germany and, among the emerging markets, India and Russia) is affected by such acts, our business and results of operations may be adversely affected as a consequence.

In recent years, Asia experienced outbreaks of avian influenza and Severe Acute Respiratory Syndrome, or “SARS”. In addition, a rising death toll in Mexico from a new strain of Swine Flu led the World Health Organization to declare a public health emergency of international concern. If the economyareas. Furthermore, if one of our key markets is affected by such outbreakscompetitors or other epidemics,their customers acquires any of our customers or suppliers, we may lose business and resultsfrom the customer or lose a supplier of operations may be adversely affected as a consequence.
critical raw material.

If we have difficulty in identifying acquisition candidates for or consummating acquisitions and strategic alliances, our competitiveness and our growth prospects may be harmed.

In order to enhance our business, we frequently seek to acquire or make strategic investments in complementary businesses or products, or to enter into strategic partnerships or alliances with third parties. It is possible that we may not identify suitable acquisition, strategic investment or strategic partnership candidates, or if we do identify suitable candidates, we may not complete those transactions on terms commercially acceptable to us. We compete with others to acquire companies, and we believe that this competition has intensified and may result in decreased availability or increased prices for suitable acquisition candidates. Even after we identify acquisition candidates and/or announce that we plan to acquire a company, we may ultimately fail to consummate the acquisition. For example, we may be unable to obtain necessary acquisition financing on terms satisfactory to us or may be unable to obtain necessary regulatory approvals, including the approval of antitrust regulatory bodies. The inability to identify suitable acquisition targets or investments or the inability to complete such transactions and the management and financial resources required to pursue such transactions may affect our competitiveness and our growth prospects.

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If we acquire other companies, our business may be harmed by difficulties in integration and employee retention, unidentified liabilities of the acquired companies, or obligations incurred in connection with acquisition financings.
All acquisitions involve known and unknown risks that could adversely affect our future revenues and operating results. For example:

We may fail to successfully integrate our acquisitions in accordance with our business strategy.

The initial rationale for the acquisition may not remain viable due to a variety of factors, including unforeseen regulatory changes and market dynamics after the acquisition, and this may result in a significant delay and/or reduction in the profitability of the acquisition.

Integration of acquisitions may divert management’s attention away from our primary product offerings, resulting in the loss of key customers and/or personnel, and may expose us to unanticipated liabilities.

We may not be able to retain the skilled employees and experienced management that may be necessary to operate the businesses we acquire. If we cannot retain such personnel, we may not be able to locate or hire new skilled employees and experienced management to replace them.

We may purchase a company that has contingent liabilities that include, among others, known or unknown patent or product liability claims.

Our acquisition strategy may require us to obtain additional debtclaims or equity financing, resulting in additional leverage, or increased debt obligations as compared to equity, and dilution of ownership.environmental liability claims.

We may purchase companies located in jurisdictions where we do not have operations and as a result we may not be able to anticipate local regulations and the impact such regulations have on our business.

In addition, if we make one or more significant acquisitions in which the consideration includes equity shares or other securities, equity interests in us held by holders of the equity shares may be significantly diluted and may result in a dilution of earnings per equity share. If we make one or more significant acquisitions in which the consideration includes cash, we may be required to use a substantial portion of our available cash or incur a significant amount of debt or otherwise arrange additional funds to complete the acquisition, which may result in a decrease in our net income and a consequential reduction in our earnings per equity share.

If, as we expand into new international markets, we fail to adequately understand and comply with the local laws and customs, these operations may incur losses or otherwise adversely affect our business and results of operations.

Currently, we operate our business in certain countries through subsidiaries and equity investees or through supply and marketing arrangements with our alliance partners. In those countries where we have limited experience in operating subsidiaries and in reviewing equity investees, we are subject to additional risks related to complying with a wide variety of national and local laws, including restrictions on the import and export of certain intermediates, drugs and technologies. There may also be multiple, and possibly overlapping, tax structures. In addition, we may face competition in certain countries from companies that may have more experience with operations in such countries. We may also face difficulties integrating new facilities in different countries into our existing operations, as well as integrating employees that we hire in different countries into our existing corporate culture. If we do not effectively manage our operations in these subsidiaries and review equity investees effectively, or if we fail to manage our alliances, we may lose money in these countries and it may adversely affect our business and results of operations.

If we improperly handle any of the dangerous materials used in our business and accidents result, we could face significant liabilities that would lower our profits.

We handle dangerous materials including explosive, toxic and combustible materials such as sodium azide, acrolein and acetyl chloride. 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. Also, increases in business and operations in our plants, and the consequent hiring of new employees, can pose increased safety hazards. Such hazards need to be addressed through training, industrial hygiene assessments and other safety measures and, if not carried out, can lead to industrial accidents. Any of the foregoing could subject us to significant litigation or adversely impact our other litigation matters then outstanding, which could lower our profits in the event we were found liable, and could also adversely impact our reputation. In a worst case scenario, this could also result in a government forced shutdown of our manufacturing plants, which in turn could lead to product shortages that delay or prevent us from fulfilling our obligations to customers and would harm our business and financial results.

If there is delay and/or failure in supplies of materials, services and finished goods from third parties or failure of finished goods from our key manufacturing sites, it may adversely affect our business and results of operations.

In some of our businesses, we rely on third parties for the timely supply of active pharmaceutical ingredients (“API”), specified raw materials, equipment, formulation or packaging services and maintenance services, and in some cases there could be a single source of supply. For instance, we rely on third party manufacturers for a major part of the supply of finished dosages sold in Germany. Although, we actively manage these third party relationships to ensure continuity of supplies and services on time and to our required specifications, events beyond our control could result in the complete or partial failure of supplies and services or in supplies and services not being delivered on time.

In the event that we experience a shortage in our supply of raw materials, we might be unable to fulfill all of the API needs of our Global Generics segment, which could result in a loss of production capacity for this segment. Moreover, we may continue to be dependent on vendors, strategic partners and alliance partners for supplies of some of our existing products and new generic launches. Any unanticipated capacity or supply related constraints affecting such vendors, strategic partners or alliance partners can adversely affect our business or results of operations. Our key generics manufacturing sites also may have capacity constraints and, at times, we may not be able to generate sufficient supplies of finished goods.

If any of the foregoing delays or prevents us from timely delivering our products to our customers, our relationships with the adversely affected customers could be harmed and we could be subject to contractually imposed financial penalties and/or lawsuits, any of which may adversely affect our business or results of operations.

Fluctuations in exchange rates and interest rate movements may adversely affect our business and results of operations.

Our principal subsidiaries are located in the United States, the United Kingdom, Germany, Switzerland, Mexico and Russia, and each has significant local operations. A significant portion of our revenues are in currencies other than the Indian rupee, especially the U.S. dollar, the Euro, the Russian rouble and the U.K. pound sterling, while a significant portion of our costs are in Indian rupees. As a result, if the value of the Indian rupee appreciates relative to these other currencies, our revenues measured in Indian rupees may decrease and our financial performance may be adversely impacted. This also exposes us to additional risks in the event of devaluations, hyperinflation or restrictions on the conversion of foreign currencies.

We use derivative financial instruments to manage some of our net exposure to currency exchange rate fluctuations in the major foreign currencies in which we operate. We do not use derivative financial instruments or other “hedging” techniques to cover all of our potential exposure. Therefore, we are subjected to exchange rate fluctuations that could significantly affect our financial results.

Our success depends on our ability to retain and attract key qualified personnel and, if we are not able to retain them or recruit additional qualified personnel, we may be unable to successfully develop our business.

We are highly dependent on the principal members of our management and scientific staff, the loss of whose services might significantly delay or prevent the achievement of our business or scientific objectives. In India, it is not our practice to enter into employment agreements with our executive officers and key employees that are as extensive as are generally used in the United States, and each of those executive officers and key employees may terminate their employment upon notice and without cause or good reason. Currently, we are not aware of any executive officer’s or key employee’s departure that has had, or planned departure that is expected to have, any material impact on our operations. Competition among pharmaceutical companies for qualified employees is intense, and the ability to retain and attract qualified individuals is critical to our success. There can be no assurance that we will be able to retain and attract such individuals currently or in the future on acceptable terms, or at all, and the failure to do so would have a material adverse effect on our business, financial condition and results of operations. In addition, we do not maintain “key person” life insurance on any officer, employee or consultant.

We have grown at a very rapid pace. Our inability to properly manage or support this growth may have a material adverse effect on our business.

We have grown very rapidly over the past few years, including growth through our acquisitions of companies and brands. This growth has significantly increased demands on our processes, systems and people. We have been making additional investments in personnel, systems and internal control processes to help manage our growth. ttracting, retaining and motivating key employees in various departments and locations to support our growth is critical to our business, and competition for these people can be intense.

To facilitate our growth, we are carrying out reorganizations and deploying initiatives to improve our focus on delivery, to build decisive competitive advantages or/and to build sustainable cost structures. There is also an increasing need to manage information and asset related security.

If we are unable to hire and retain qualified employees, or if we do not invest in systems and processes to manage and support our rapid growth, the failure to do so may have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in our quarterly revenues, operating results and cash flows may adversely affect the trading price of our shares and ADSs.

Our quarterly revenues, operating results and cash flows have fluctuated significantly in the past and may fluctuate substantially from quarter to quarter in the future. Such fluctuations result from a variety of factors, including but not limited to changes in demand for our products, timing of regulatory approvals and of launches of new products by us and our competitors (particularly where we obtain the 180-day period of market exclusivity in the United States provided under the Hatch-Waxman Act of 1984), and timing of our retailers’ promotional programs. Such fluctuations may result in volatility in the price of our equity shares and our ADSs. In such an event, the trading price of our shares and ADSs may be adversely affected.

Significant disruptions of information technology systems or breaches of data security could adversely affect our business.

Our business is dependent upon increasingly complex and interdependent information technology systems, including Internet-based systems, to support business processes as well as internal and external communications. The size and complexity of our computer systems make them potentially vulnerable to breakdown, malicious intrusion and computer viruses. Any such disruption may result in the loss of key information and/or disruption of production and business processes, which could materially and adversely affect our business.

In addition, our systems are potentially vulnerable to data security breaches, whether by employees or others, that may expose sensitive data to unauthorized persons. Such data security breaches could lead to the loss of trade secrets or other intellectual property, or could lead to the public exposure of personal information (including sensitive personal information) of our employees, clinical trial patients, customers and others. Such breaches of security could have a material adverse effect on our business, financial condition and results of operations.

Increasing use of social media could give rise to liability or breaches of data security.

We and our business associates are increasingly relying on social media tools as a means of communications. To the extent that we seek as a company to use these tools as a means to communicate about our products or about the diseases our products are intended to treat, there are significant uncertainties as to either the rules that apply to such communications, or as to the interpretations that health authorities will apply to the rules that exist. As a result, despite our efforts to comply with applicable rules, there is a significant risk that our use of social media for such purposes may cause us to nonetheless be found in violation of them. In addition, because of the universal availability of social media tools, our associates may make use of them in ways that may not be sanctioned by us, and that may give rise to liability, or that could lead to the loss of trade secrets or other intellectual property, or could lead to the public exposure of personal information (including sensitive personal information) of our employees, clinical trial patients, customers and others. In either case, such uses of social media could have a material adverse effect on our business, financial condition and results of operations.

A relatively small group of products may represent a significant portion of our net revenues, gross profit or net earnings from time to time.

Sales of a limited number of products may represent a significant portion of our net revenues, gross profit and net earnings. If the volume or pricing of our largest selling products declines in the future, our business, financial position and results of operations could be materially adversely affected.

Changes in Indian tax regulations may increase our tax liabilities and thus adversely affect our financial results.

Currently, we enjoy various tax benefits and exemptions under Indian tax laws. Any changes in these laws or their application in matters such as tax exemption on exportation income, research and development spending and transfer pricing, may increase our tax liability and thus adversely affect our financial results.

We operate in jurisdictions that impose transfer pricing and other tax-related regulations on our intercompany arrangements, and any failure to comply could materially and adversely affect our profitability.

We are required to comply with various transfer pricing regulations in India and other countries. Failure to comply with such regulations may impact our effective tax rates and consequently affect our net margins. Additionally, we operate in numerous countries and our failure to comply with the local and municipal tax regimes may result in additional taxes, penalties and enforcement actions from such authorities. Although our intercompany arrangements are based on accepted tax standards, tax authorities in various jurisdictions may disagree with and subsequently challenge the amount of profits taxed in such jurisdictions, which may increase our tax liabilities and could have a material adverse effect on the results of our operations.

We enter into various agreements in the normal course of business which periodically incorporate provisions whereby we indemnify the other party to the agreement.

In the normal course of business, we periodically enter into agreements with vendors, customers, alliance partners, innovators and others that incorporate terms for indemnification provisions. Our indemnification obligations under such agreements may be unlimited in duration and amount. We maintain insurance coverage that we believe will effectively mitigate our obligations under certain of these indemnification provisions (for example, in the case of outsourced clinical trials). However, should our obligations under an indemnification provision exceed our coverage or should coverage be denied, it could have a material adverse impact on our business, financial position and results of operations.

Current economic conditions may adversely affect our industry, financial position and results of operations.

In recent years, the global economy has experienced volatility and an unfavorable economic environment, and these trends may continue in the future. Reduced consumer spending, or shifting concentrations of payors and their preferences, may force our competitors and us to reduce prices. We have exposure to many different industries and counterparties, including our partners under our alliance, research and promotional services agreements, suppliers of raw materials, drug wholesalers and other customers, who may be unstable or may become unstable in the current economic environment.

Significant changes and volatility in the consumer environment and in the competitive landscape may make it increasingly difficult for us to predict our future revenues and earnings.

We are subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, which impose restrictions and may carry substantial penalties.

The U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. These laws may require not only accurate books and records, but also sufficient controls, policies and processes to ensure business is conducted without the influence of bribery and corruption. Our policies mandate compliance with these anti-bribery laws, which often carry substantial penalties including fines, criminal prosecution and potential debarment from public procurement contracts. Failure to comply may also result in reputational damages. Given the high level of complexity of these laws, however, there is a risk that some provisions may be inadvertently breached, for example through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise. Any violation of these laws or allegations of such violations, whether or not merited, could have a material adverse effect on our reputation and could cause the trading price of our ordinary shares and ADSs to decline.

In addition, in many less-developed markets, we rely heavily on third-party distributors and other agents for the marketing and distribution of our products. Many of these third parties do not have internal compliance resources comparable to ours. Business activities in many of these markets have historically been more susceptible to corruption. If our efforts to screen third-party agents and detect cases of potential misconduct fail, we could be held responsible for the noncompliance of these third parties under applicable laws and regulations, including the U.S. Foreign Corrupt Practices Act, which may have a material adverse effect on our reputation and our business, financial condition or results of operations.

Finally, we operate in certain jurisdictions that have experienced governmental corruption to some degree or are found to be low on the Transparency International Corruption Perceptions Index and, in some circumstances, anti-bribery laws may conflict with some local customs and practices. As a result of our policy to comply with the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws, we may be at a competitive disadvantage to competitors that are not subject to, or do not comply with, such laws in jurisdictions that have experienced higher levels of bribery and corruption.

Risks from disruption to production, supply chain or operations from natural disasters could adversely affect our business and operations and cause our revenues to decline

If flooding, droughts, earthquakes, volcanic eruptions or other natural disasters were to directly damage, destroy or disrupt our manufacturing facilities, it could disrupt our operations, delay new production and shipments of existing inventory or result in costly repairs, replacements or other costs, all of which would negatively impact our business. A significant portion of our manufacturing facilities are situated around Hyderabad, India, a region that has experienced earthquakes, floods and droughts in the past.

Even if we take precautions to provide back-up support in the event of such a natural disaster, the disaster may nonetheless affect our facilities, harming production and ultimately our business. And, even if our manufacturing facilities are not directly damaged, a large natural disaster may result in disruptions in distribution channels or supply chains. The impact of such occurrences depends on the specific geographic circumstances but could be significant.

In addition, there is increasing concern that climate change is occurring and may have dramatic effects on human activity without aggressive remediation steps. A modest change in temperature may cause a rising number of natural disasters. We cannot predict the economic impact, if any, of natural disasters or climate change.

If the world economy is affected due to terrorism, wars or epidemics, it may adversely affect our business and results of operations.

Several areas of the world, including India, have experienced terrorist acts and retaliatory operations in recent years. If the economy of our key markets (including but not limited to the United States, the United Kingdom, Germany and, among the emerging markets, India and Russia) is affected by such acts, our business and results of operations may be adversely affected as a consequence.

In recent years, Asia experienced outbreaks of avian influenza and Severe Acute Respiratory Syndrome, or “SARS”. In addition, a rising death toll in Mexico from a new strain of Swine Flu led the World Health Organization to declare a public health emergency of international concern. If the economy of our key markets is affected by such outbreaks or other epidemics, our business and results of operations may be adversely affected as a consequence.

Our principal shareholders have significant control over us and, if they take actions that are not in yourthe best interests of our minority shareholders, the value of yourtheir investment in our ADSs may be harmed.

Our full time directors and members of their immediate families, in the aggregate, beneficially owned 25.8%25.61% of our issued shares as at March 31, 2010.2012. As a result, these people, acting in concert, are likely to have the ability to exercise significant control over most matters requiring approval by our shareholders, including the election and removal of directors and significant corporate transactions. This significant control by these directors and their family members could delay, defer or prevent a change in control of us, impede a merger, consolidation, takeover or other business combination involving us, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, even if that was in our best interest. As a result, the value of yourthe ADSs of our minority shareholders may be adversely affected or youour minority shareholders might be deprived of a potential opportunity to sell yourtheir ADSs at a premium.

If we improperly handle any of the dangerous materials used in our business and accidents result, we could face significant liabilities that would lower our profits.
We handle dangerous materials including explosive, toxic and combustible materials like sodium azide, acrolein and acetyl chloride. 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.

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If there is delay and/or failure in supplies of materials, services and finished goods from third parties or failure of finished goods from our key manufacturing sites, it may adversely affect our business and results of operations.
In some of our businesses, we rely on third parties for the timely supply of active pharmaceutical ingredients (“API”), specified raw materials, equipment, formulation or packaging services and maintenance services, and in some cases there could be a single source of supply. For instance, we rely on third party manufacturers for a part of the supply of finished dosages sold in Germany. Although, we actively manage these third party relationships to ensure continuity of supplies and services on time and to our required specifications, events beyond our control could result in the complete or partial failure of supplies and services or in supplies and services not being delivered on time. Any such failure could adversely affect our results of business and results of operations.
In the event that we experience a shortage in our supply of raw materials, we might be unable to fulfill all of the API needs of our Global Generics segment, which could result in a loss of production capacity for this segment. In addition, this could result in a conflict between the API needs of our Global Generics segment and the needs of customers of our Pharmaceutical Services and Active Ingredients segment, some of whom are also our competitors in the Global Generics segment. In either case, we could potentially lose business from adversely affected customers and we could be subjected to lawsuits.
Our key generics manufacturing sites also may have capacity constraints and, at times, we may not be able to generate sufficient supplies of finished goods, which may adversely affect our business or results of operations. Moreover, we may continue to be dependent on vendors, strategic partners and alliance partners for supplies of some of our existing products and new generic launches. Any unanticipated capacity or supply related constraints affecting such vendors, strategic partners or alliance partners can adversely affect our business or results of operations.
If, as we expand into new international markets, we may fail to adequately understand and comply with the local laws and customs, these operations may incur losses or otherwise adversely affect our business and results of operations.
Currently, we operate our business in certain countries through subsidiaries and equity investees or through supply and marketing arrangements with our alliance partners. In those countries where we have limited experience in operating subsidiaries and in reviewing equity investees, we are subject to additional risks related to complying with a wide variety of national and local laws, including restrictions on the import and export of certain intermediates, drugs, technologies and multiple and possibly overlapping tax structures. In addition, we may face competition in certain countries from companies that may have more experience with operations in such countries or with international operations generally. We may also face difficulties integrating new facilities in different countries into our existing operations, as well as integrating employees that we hire in different countries into our existing corporate culture. If we do not effectively manage our operations in these subsidiaries and review equity investees effectively, or if we fail to manage our alliances, we may lose money in these countries and it may adversely affect our business and results of operations.
Fluctuations in exchange rates and interest rate movements may adversely affect our business and results of operations.
Our principal subsidiaries are located in the United States, United Kingdom, Germany, Switzerland, Mexico and Russia and each has significant local operations. A significant portion of our revenues are in currencies other than the Indian rupee, especially the U.S. dollar, euro, rouble and pound sterling, while a significant portion of our costs are in Indian rupees. As a result, if the value of the Indian rupee appreciates relative to these other currencies, our revenues measured in rupees may decrease.
We have entered into borrowing arrangements in connection with our acquisition of betapharm. In the future, we may enter into additional borrowing arrangements in connection with acquisitions or for general working capital purposes. In the event interest rates increase, our costs of borrowing will increase and our results of operations may be adversely affected.
Our success depends on our ability to retain and attract key qualified personnel and, if we are not able to retain them or recruit additional qualified personnel, we may be unable to successfully develop our business.
We are highly dependent on the principal members of our management and scientific staff, the loss of whose services might significantly delay or prevent the achievement of our business or scientific objectives. In India, it is not our practice to enter into employment agreements with our executive officers and key employees that are as extensive as are generally used in the United States, and each of those executive officers and key employees may terminate their employment upon notice and without cause or good reason. Currently, we are not aware of any executive officer’s or key employee’s departure which has had, or planned departure which is expected to have, any material impact on our operations. Competition among pharmaceutical companies for qualified employees is intense, and the ability to retain and attract qualified individuals is critical to our success. There can be no assurance that we will be able to retain and attract such individuals currently or in the future on acceptable terms, or at all, and the failure to do so would have a material adverse effect on our business, financial condition and results of operations. In addition, we do not maintain “key person” life insurance on any officer, employee or consultant.

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We operate in a highly competitive and rapidly consolidating industry.
We operate in a highly competitive and rapidly consolidating industry. Our competitors, which include major multinational corporations, are consolidating, and the strength of the combined companies could affect our competitive position in all of our business areas. Furthermore, if one of our competitors or their customers acquires any of our customers or suppliers, we may lose business from the customer or lose a supplier of a critical raw material.
We have grown at a very rapid pace. Our inability to properly manage or support this growth may have a material adverse effect on our business.
We have grown very rapidly over the past few years, including growth through our acquisitions of companies and brands. This growth has significantly increased demands on our processes, systems and people. We expect to make additional investments in personnel, systems and internal control processes to help manage our growth. Attracting, retaining and motivating key employees in various departments and locations to support our growth is critical to our business, and competition for these people can be intense. Furthermore, to facilitate our growth, we are carrying out reorganizations to improve our focus on delivery, to build decisive competitive advantages or/and to build sustainable cost structures. There is also an increasing need to manage information and asset related security. If we are unable to hire and retain qualified employees, or if we do not invest in systems and processes to manage and support our rapid growth, the failure to do so may have a material adverse effect on our business, financial condition and results of operations.
Fluctuations in our quarterly revenues, operating results and cash flows may adversely affect the trading price of our shares and ADSs.
Our quarterly revenues, operating results and cash flows have fluctuated significantly in the past and may fluctuate substantially from quarter to quarter in the future. Such fluctuations may result in volatility in the price of our equity shares and our ADSs. Our quarterly revenues, operating results and cash flows may fluctuate as a result of a variety of factors, including but not limited to:
changes in demand for our products;
the impact of seasons (weather severity, length and timing) on the price and availability of raw materials which we depend on;
the timing of regulatory approvals and of launches of new products by us and our competitors, particularly where we obtain the 180-day period of market exclusivity in the United States provided under the Hatch-Waxman Act of 1984;
changes in our pricing policies or those of our competitors;
the magnitude and timing of our research and development investments;
changes in the level of inventories maintained by our customers;
the geographical mix of our sales and currency exchange rate fluctuations;
adverse market events leading to impairment of any of our assets; and
timing of our retailers’ promotional programs.

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Due to all of the foregoing factors, our revenues, operating results and cash flows are difficult to predict and may not meet the expectations of market analysts and investors. In such an event, the trading price of our shares and ADSs may be materially adversely affected.
Significant disruptions of information technology systems could adversely affect our business.
Our business is dependent upon increasingly complex and interdependent information technology systems, including Internet-based systems, to support business processes as well as internal and external communications. Any significant breakdown or interruption of these systems, whether due to computer viruses or other causes, may result in the loss of key information and/or disruption of production and business processes, which could materially and adversely affect our business.
A relatively small group of products may represent a significant portion of our net revenues, gross profit or net earnings from time to time.
Sales of a limited number of products may represent a significant portion of our net revenues, gross profit and net earnings. If the volume or pricing of our largest selling products declines in the future, our business, financial position and results of operations could be materially adversely affected.
If our intercompany arrangements are challenged and determined to be inappropriate, our tax liabilities could increase.
We have potential tax exposures resulting from the varying application of statutes, regulations and interpretations, including exposures with respect to manufacturing, research and development, marketing, sales and distribution functions. Although our arrangements are based on accepted tax standards, tax authorities in various jurisdictions may disagree with and subsequently challenge the amount of profits taxed in such jurisdictions, which may increase our tax liabilities and could have a material adverse effect on the results of our operations.
We enter into various agreements in the normal course of business which periodically incorporate provisions whereby we indemnify the other party to the agreement.
In the normal course of business, we periodically enter into agreements with vendors, customers, alliance partners, innovators and others which incorporate indemnification provisions. Our indemnification obligations under such agreements may be unlimited in duration and amount. We maintain insurance coverage which we believe will effectively mitigate our obligations under certain of these indemnification provisions (for example, in the case of outsourced clinical trials). However, should our obligations under an indemnification provision exceed our coverage or should coverage be denied, it could have a material adverse impact on our business, financial position and results of operations.
Current economic conditions may adversely affect our industry, financial position and results of operations.
The global economy is currently undergoing a period of unprecedented volatility, and the future economic environment may continue to be less favorable than that of recent years. Reduced consumer spending, or shifting concentrations of payors and their preferences, may force our competitors and us to reduce prices. We have exposure to many different industries and counterparties, including our partners under our alliance, research and promotional services agreements, suppliers of raw materials, drug wholesalers and other customers, who may be unstable or may become unstable in the current economic environment.
Significant changes and volatility in the consumer environment and in the competitive landscape may make it increasingly difficult for us to predict our future revenues and earnings.
We are subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, which impose restrictions and may carry substantial penalties.
The U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. These laws may require not only accurate books and records, but also sufficient controls, policies and processes to ensure business is conducted without the influence of bribery and corruption. Our policies mandate compliance with these anti-bribery laws, which often carry substantial penalties. Given the high level of complexity of these laws, however, there is a risk that some provisions may be inadvertently breached, for example through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise. Any violation of these laws or allegations of such violations, whether or not merited, could have a material adverse effect on our reputation and could cause the trading price of our ordinary shares and ADSs to decline.

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Finally, we operate in certain jurisdictions that have experienced governmental corruption to some degree and, in some circumstances, anti-bribery laws may conflict with some local customs and practices. As a result of our policy to comply with the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws, we may be at a competitive disadvantage to competitors that are not subject to, or do not comply with, such laws.
Certain natural disasters, such as drought, floods, earthquakes or volcanic eruptions, could adversely affect our production operations or result in disruptions in distribution channels or supply chains, and cause our revenues to decline.
If flooding, droughts, earthquakes, volcanic eruption or other natural disaster were to directly damage, destroy or disrupt our manufacturing facilities, it could disrupt our operations, delay new production and shipments of existing inventory or result in costly repairs, replacements or other costs, all of which would negatively impact our business. Our main facilities are situated around Hyderabad, India. This region has experienced earthquakes, floods and droughts in the past and has experienced droughts in recent years. In the event of a drought so serious that the drinking water in the region is limited, the Government of India could cut the supply of water to all industries, including our facilities. This would adversely affect our production operations and reduce our revenues. Even if we take precautions to provide back-up support in the event of such a natural disaster, the disaster may nonetheless affect our facilities, harming production and ultimately our business. Even if our manufacturing facilities are not directly damaged, a large natural disaster may result in disruptions in distribution channels or supply chains. The impact of such occurrences depends on the specific geographic circumstances but could be significant. There is increasing concern that climate change is occurring and may have dramatic effects on human activity without aggressive remediation steps. A modest change in temperature may cause a rising number of natural disasters. We cannot predict the economic impact, if any, of natural disasters or climate change.
RISKS RELATING TO INVESTMENTS IN INDIAN COMPANIES

We are an Indian company. Our headquarters are located in India, a substantial part of our operations are conducted in India and a significant part of our infrastructure and other assets are located in India. In addition, a substantial portion of our total revenues for the year ended March 31, 20102012 continued to be derived from sales in India. As a result, the following additional risk factors apply.

apply that are not specific to our company or industry.

A slowdown in economic growth in India may adversely affect our business and results of operations.

Our performance and the quality and growth of our business are necessarily dependent on the health of the overall Indian economy. The Indian economy has grown significantly over the past few years. Any future slowdown in the Indian economy could harm us, our customers and other contractual counterparties. In addition, the Indian economy is in a state of transition. The share of the services sector of the Indian economy is rising while that of the industrial, manufacturing and agricultural sector is declining. It is difficult to gauge the impact of these fundamental economic changes on our business.

If communal disturbances or riots erupt in India, or if regional hostilities increase, this would adversely affect the Indian economy, which our business depends upon.

India has experienced communal disturbances, terrorist attacks and riots during recent years. For example, Mumbai, India’s commercial capital, was the target of serial railway bombings in July 2006 as well as the recent “26/11” attacks on November 26, 2008. Hyderabad, the city in which we are headquartered, was also subjected to terrorist acts in May and August 2007. In May 2008, the city of Jaipur in the state of Rajasthan, India was subjected to a series of co-ordinate bombings. If such disturbances continue or are exacerbated, our operational, sales and marketing activities may be adversely affected.

During the year ended March 31, 2010, the state of Andhra Pradesh, where our headquarters is located, experienced political turbulencedisruption relating to a separatist movement seeking to bifurcate the existing state of Andhra Pradesh into two separate states of “Telangana” and “Andhra”. Due to civil disturbances and ‘Bandhs’“Bandhs” (i.e., political protests in the form of worker strikes) called for, several productive days have beenwere lost from forced or precautionary closures of our production units and offices. The continuing uncertainty is impacting the political and economic sentiment of potential investment decisions by all companies in the state.

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In addition, on July 5, 2010 transportation and businesses across India were severely disrupted by a dawn-to-dusk strike called for by opposition parties to protest against the Indian government’s decision to cut subsidies on fuel. There was a total shutdown in opposition-ruled states, although business was mostly normal in regions ruled by the Congress party that also heads the central government. The Confederation of Indian Industry estimated that the strike cost the Indian economy approximately $650 million. Our operations are concentrated in the regions which were largely unaffected by the strike, and were therefore not materially impacted. However, ifIf there are further strikes, political protests or civil unrest, our business and results of operations may be adversely affected as a consequence.

Additionally, India has from time to time experienced hostilities with neighboring countries. The hostilities have continued sporadically. The hostilities between India and Pakistan are particularly threatening, because both India and Pakistan are nuclear powers. Hostilities and tensions may occur in the future and on a wider scale. These hostilities and tensions could lead to political or economic instability in India and harm our business operations, our future financial performance and the price of our shares and our ADSs.

If wage costs or inflation rise in India, it may adversely affect our competitive advantages over higher cost countries and our profits may decline.

Wage costs in India have historically been significantly lower than wage costs in developed countries and have been one of our competitive strengths. However, wage increases in India may increase our costs, reduce our profit margins and adversely affect our business and results of operations.

Due to various macro-economic factors, the rate of inflation has recently increasedbeen highly volatile in India. According to the economic report released by the Department of Economic Affairs, Ministry of Finance in India, the annual inflation rate in India, as measured by the benchmark wholesale price index, Base 1993-94=2004-05=100 was 9.90%6.9% for the year ended March 31, 20102012 (as compared to 0.26%9.7% for the year ended March 31, 2009)2011). This trend may not continue and the rate of inflation may further rise.rise substantially. We may not be able to pass these inflationary costs on to our customers by increasing the price we charge for our products. If this occurs, our profits may decline.

Stringent labor laws may adversely affect our ability to have flexible human resource policies; labor union problems could negatively affect our production capacity and overall profitability.

Labor laws in India are more stringent than in other parts of the world. These laws may restrict our ability to have human resource policies that would allow us to react swiftly to the needs of our business. Approximately 8%7% of our employees belong to a number of different labor unions. If we experience problems with our labor unions, our production capacity and overall profitability could be negatively affected.

OTHER RISKS RELATING TO OUR ADSS

THAT ARE NOT SPECIFIC TO OUR COMPANY OR INDUSTRY

Indian law imposes certain restrictions that limit a holder’s ability to transfer the equity shares obtained upon conversion of ADSs and repatriate the proceeds of such transfer, which may cause our ADSs to trade at a premium or discount to the market price of our equity shares.

Under certain circumstances, the Reserve Bank of India must approve the sale of equity shares underlying ADSs by a non-resident of India to a resident of India. The Reserve Bank of India has given general permission to effect sales of existing shares or convertible debentures of an Indian company by a resident to a non-resident, subject to certain conditions, including the price at which the shares may be sold. Additionally, except under certain limited circumstances, if an investor seeks to convert the Indian rupee proceeds from a sale of equity shares in India into foreign currency and then repatriate that foreign currency from India, he or she will have to obtain an additional approval from the Reserve Bank of India for each such transaction. Required approval from the Reserve Bank of India or any other government agency may not be obtained on terms favorable to a non-resident investor or at all.

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There are limits and conditions to the deposit of shares into the ADS facility.

Indian legal restrictions may limit the supply of our ADSs. The only way to add to the supply of our ADSs will be through a primary issuance because the depositary is not permitted to accept deposits of our outstanding shares and issue ADSs representing those shares. However, an investor in our ADSs who surrenders an ADS and withdraws our shares will be permitted to redeposit those shares in the depositary facility in exchange for our ADSs. In addition, an investor who has purchased our shares in the Indian market will be able to deposit them in the ADS program, but only in a number that does not exceed the number of underlying shares that have been withdrawn from and not re-deposited into the depositary facility. Moreover, there are restrictions on foreign institutional ownership of our equity shares as opposed to our ADSs.

There may be less company information available in Indian securities markets than securities markets in developed countries.
There is a difference between the level of regulation and monitoring of the Indian securities markets over the activities of investors, brokers and other participants, as compared to the level of regulation and monitoring of markets in the United States and other developed economies. The Securities and Exchange Board of India is responsible for improving disclosure and other regulatory standards for the Indian securities markets. The Securities and Exchange Board of India has issued regulations and guidelines on disclosure requirements, insider trading and other matters. There may, however, be less publicly available information about Indian companies than is regularly made available by public companies in developed countries, which could affect the market for our equity shares.
Indian stock exchange closures, broker defaults, settlement delays, and Indian Government regulations on stock market operations could affect the market price and liquidity of our equity shares.
The Indian securities markets are smaller than the securities markets in the United States and Europe and have experienced volatility from time to time. The regulation and monitoring of the Indian securities market and the activities of investors, brokers and other participants differ, in some cases significantly, from those in the United States and some European countries. Indian stock exchanges have at times experienced problems, including temporary exchange closures, broker defaults and settlement delays and if similar problems were to recur, they could affect the market price and liquidity of the securities of Indian companies, including our shares. Furthermore, any change in Indian Government regulations of stock markets could affect the market price and liquidity of our shares.

Financial instability in other countries, particularly emerging market countries in Asia, could affect our business and the price and liquidity of our shares and our ADSs.

The Indian markets and the Indian economy are influenced by economic and market conditions in other countries, particularly emerging market countries in Asia. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. Any worldwide financial instability or any loss of investor confidence in the financial systems of Asian or other emerging markets could increase volatility in Indian financial markets or adversely affect the Indian economy in general. Either of these results could harm our business, our future financial performance and the price of our equity shares and ADSs.

If youU.S. investors in our ADSs are not ableunable to exercise preemptive rights available to otherour non-U.S. shareholders yourdue to the registration requirements of U.S. securities laws, the investment of such U.S. investors in our securitiesADSs may be diluted.

A company incorporated in India must offer its holders of shares preemptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any shares, unless these rights have been waived by at least 75.0%75% of the company’s shareholders present and voting at a shareholders’ general meeting. U.S. investors in our ADSs may be unable to exercise preemptive rights for the shares underlying our ADSs unless a registration statement under the Securities Act of 1933 is effective with respect to the rights or an exemption from the registration requirements of the Securities Act is available. Our decision to file a registration statement will depend on the costs and potential liabilities associated with a registration statement as well as the perceived benefits of enabling U.S. investors in our ADSs to exercise their preemptive rights and any other factors we consider appropriate at the time. We might choose not to file a registration statement under these circumstances. If we issue any of these securities in the future, such securities may be issued to the depositary, which may sell them in the securities markets in India for the benefit of the investors in our ADSs. We cannot assure youThere can be no assurances as to the value, if any, the depositary would receive upon the sale of these securities. To the extent that youU.S. investors in our ADSs are unable to exercise preemptive rights, yourtheir proportional interests in us would be reduced.

Our equity shares and our ADSs may be subject to market price volatility, and the market price of our equity shares and ADSs may decline disproportionately in response to adverse developments that are unrelated to our operating performance.

Market prices for the securities of Indian pharmaceutical companies, including our own, have historically been highly volatile, and the market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. Factors such as the following can have an adverse effect on the market price of our ADSs and equity shares:

general market conditions,

 

19speculative trading in our shares and ADSs, and

developments relating to our peer companies in the pharmaceutical industry.


There may be less company information available in Indian securities markets than securities markets in developed countries.

If thereThere is a difference between the level of regulation and monitoring of the Indian securities markets over the activities of investors, brokers and other participants, as compared to the level of regulation and monitoring of markets in the United States and other developed economies. The Securities and Exchange Board of India is responsible for improving disclosure and other regulatory standards for the Indian securities markets. The Securities and Exchange Board of India has issued regulations and guidelines on disclosure requirements, insider trading and other matters. There may, however, be less publicly available information about Indian companies than is regularly made available by public companies in developed countries, which could affect the market for our equity shares and ADSs.

Indian stock exchange closures, broker defaults, settlement delays, and Indian Government regulations on stock market operations could affect the market price and liquidity of our equity shares.

The Indian securities markets are smaller than the securities markets in the United States and Europe and have experienced volatility from time to time. The regulation and monitoring of the Indian securities market and the activities of investors, brokers and other participants differ, in some cases significantly, from those in the United States and some European countries. Indian stock exchanges have at times experienced problems, including temporary exchange closures, broker defaults and settlement delays and if similar problems were to recur, they could affect the market price and liquidity of the securities of Indian companies, including our shares. Furthermore, any change in taxIndian Government regulations it may increaseof stock markets could affect the market price and liquidity of our tax liabilitiesequity shares and thus adversely affect our financial results.

Currently, we enjoy various tax benefits and exemptions under Indian tax laws. Any changes in these laws or their application in matters such as tax exemption on exportation income, research and development spending and transfer pricing, may increase our tax liability and thus adversely affect our financial results.
ADSs.

ITEM 4. INFORMATION ON THE COMPANY

4.A.History and development of the company

Dr. Reddy’s Laboratories Limited was incorporated in India under the Companies Act, 1956, by its promoter and our current Chairman, Dr. K. Anji Reddy, as a Private Limited Company on February 24, 1984. We were converted to a Public Limited Company on December 6, 1985 and listed on the Indian Stock Exchanges in August 1986 and on the New York Stock Exchange on April 11, 2001. We are registered with the Registrar of Companies, Andhra Pradesh, Hyderabad, India as Company No. 4507 (Company Identification No. U85195AP1984PTC004507)U85195AP1984 PLC 004507). Our registered office is situated at 7-1-27, Ameerpet,8-2-337, Road No. 3, Banjara Hills, Hyderabad, Andhra Pradesh 500 016, Andhra Pradesh,034, India and the telephone number of our registered office is +91-40-23731946.+91-40-49002900. The name and address of our registered agent in the United States is Dr. Reddy’s Laboratories, Inc., 200 Somerset Corporate Boulevard (Bldg II), Bridgewater, New Jersey 08807.

Key business developments:

In

On April 2009,1, 2011 we entered into an agreementlaunched Peg-grafeel,™ our brand of pegylated filgrastim (pegfilgrastim). Peg-grafeel™ has been approved in India to reduce the duration of neutropenia and the incidence of febrile neutropenia in patients treated with Natco Pharma Ltd.cytotoxic chemotherapy for malignancy (with the exception of chronic myeloid leukemia and myelodysplastic syndromes). Pegfilgrastim is a pegylated long-lasting variant of filgrastim. One injection of pegfilgrastim can replace up to 14 injections of filgrastim, which must be administered daily. It can be administered once per chemotherapy cycle, providing convenience to the patient while eliminating many of the additional costs of treatment. Peg-grafeel™ is manufactured using our ‘PEGtech’ brand of activated methyl ether polyethylene glycol alcohols (“Natco”mPEGs”) forwhich are synthesized at our facilities located in Mexico and the development, manufacturing and supplyUnited Kingdom.

On April 12, 2011, we launched over-the-counter (“OTC”) fexofenadine hydrochloride tablets, a bioequivalent version of a portfolio of value added generic oncology drugs. The agreement provides for us and Natco to jointly develop these products for registration and global commercialization in various markets, including the regulated markets ofSanofi-Aventis’ Allegra® tablets, which received OTC sales approval from the United States Food and the European Union. Under this agreement, Natco is required to manufacture and supply the products to usDrug Administration (the “U.S. FDA”) on an exclusive basis.

In May 2009, we announced the acceptance of our three Investigational New Drug (“IND”) filings by the U.S. FDA.January 24, 2011. The first human subjects were successfully treated in a Phase I study with DRL 17822, a selective inhibitor of cholesterylester transfer protein (or “CETP”), for the treatment of dyslipidemia, atherosclerosis and associated cardiovascular diseases. The compound shows potent elevation in high-density lipoprotein (or “HDL”) cholesterol and reduction of atherosclerotic plaques in animals, and has a clean safety profile in preclinical studies. The two other INDs are for the treatment of chronic obstructive pulmonary disease (or “COPD”) and dyslipidemia.
In June 2009, we entered into a partnership with GlaxoSmithKline plc (“GSK”) to develop and market select products across emerging markets outside India. Under the terms of the agreement, GSK has access to our diverse portfolio and future pipeline of more than 100 branded pharmaceuticals in certain therapeutic segments. The products will be manufactured by us and will be licensed and supplied to GSK in various emerging markets such as Africa, the Middle East, Latin America and Asia Pacific, excluding India. Revenues will be reported by GSK and will be shared with us in accordance with the terms of the agreement. In certain markets, products will be co-marketed by us and GSK.
In June 2009, the U.S. FDA granted approval ofapproved our Abbreviated New Drug Application (“ANDA”) for Omeprazole Mg OTC. Consequently,fexofenadine hydrochloride tablets on April 12, 2011. According to IMS Health, sales of branded and generic fexofenadine hydrochloride prescription products in the United States were approximately U.S.$452 million for the twelve months ended December 31, 2010.

On June 3, 2011, the U.S. FDA issued a warning letter asking for additional data and corrective actions to four items pertaining to the chemical manufacturing facility at Cuernavaca, Mexico (the “Mexico facility”), which is owned by our wholly-owned subsidiary, Industrias Quimicas Falcon de Mexico SA de C.V. The four items in the warning letter related to certain of the 12 observations on Form 483 that the U.S. FDA issued to us after it inspected the Mexico facility in November 2010. Additionally, on June 28, 2011, the U.S. FDA posted on its website an import alert, or Detention Without Physical Examination (“DWPE”) alert. As a consequence of the DWPE alert, the Mexico facility is unable to export intermediates and active pharmaceutical ingredients, with the exemption of naproxen and naproxen sodium, to U.S. customers, and we are unable to export to U.S. customers our generics products that include intermediates and active pharmaceutical ingredients from our Mexico facility, until such time as the concerns raised by the U.S. FDA in their warning letter are addressed to their satisfaction and the DWPE alert is lifted. Further details of the warning letter and the DWPE alert are available on the U.S. FDA website. We subsequently worked collaboratively with the U.S. FDA to resolve the matters contained in the warning letter. The U.S. FDA re-inspected the Mexico facility in March 2012 and issued two observations on Form 483. We sent the U.S. FDA a timely response to the two remaining observations, and are awaiting a reply and final report.

On July 25, 2011, we launched omeprazole magnesium OTC asgemcitabine for injection (200 mg/vial and 1 g/vial), a private labelbioequivalent version of Eli Lilly and Company’s Gemzar®, in the United States. This launch followed the U.S. FDA’s approval of our ANDA for this product on July 25, 2011. According to IMS Health, U.S. sales of Gemzar® were approximately $634 million for the twelve months ended May 31, 2011.

On July 25, 2011, we launched fondaparinux sodium injection, a bioequivalent generic version of GlaxoSmithKline’s Arixtra®, in the United States in December 2009.

In June 2009 and January 2010,collaboration with Alchemia Limited, Australia. The U.S. FDA gave the management and works councils (i.e., organizations representing workers)final approval on July 11, 2011 of our German subsidiaries, beta Holding GmbH (“betapharm”)ANDAs for 2.5 mg/ 0.5 mL, 5.0 mg/ 0.4 mL, 7.5 mg/ 0.6 mL and Reddy Holding GmbH, completed negotiations10 mg/ 0.8 mL doses of the drug in prefilled color-coded, single-dose syringes with automatic needle safety devices. We manufacture fondaparinux sodium injection under a “social plan”license using a patented process developed by Alchemia Limited. The U.S. patents on Arixtra® expired in 2002, the year before Arixtra® was launched in the United States. Alchemia Limited owns two issued patents and two pending patent applications in the United States pertaining to its process for workforce reductionthe synthesis of fondaparinux sodium injection. According to IMS Health, U.S. sales of Arixtra® were approximately $340 million for the 12 months ended May 31, 2011.

On July 28, 2011 we signed a Memorandum of Understanding with Fujifilm Corporation, a company based in Japan, to enter into an exclusive partnership in the generics drug business for the Japanese market and restructuring, including their physicianto establish a joint venture in Japan. Fujifilm Corporation will own 51% of the joint venture and the 49% balance will be owned by us. This joint venture will develop, manufacture and promote competitive and high quality generic drugs utilizing both Fujifilm Corporation’s advanced quality control technologies and our expertise in cost competitive production technologies. Japan is the world’s second largest pharmaceutical market, estimated by IMS Health to be U.S.$97 billion. The Japanese generics market is estimated to be $11.6 billion and is characterized by low penetration—only approximately 23% of Japanese prescription drug sales force. These actions were necessaryby volume are generics products, as compared to achieve a more sustainable workforce structure70% in the United States. The Japanese generics market is expected to grow significantly over the coming years as a result of macroeconomic factors such as the evolving modelrapidly aging population and increasing healthcare funding gap. We intend for this joint venture to launch its first products in Japan within the next three to four years.

On August 30, 2011, we launched OTC fexofenadine hydrochloride and pseudoephedrine hydrochloride extended release tablets 180/240 mg, a bioequivalent version of Sanofi-Aventis’ Allegra® D24, in the United States. This launch followed the U.S. FDA’s approval of our ANDA for this product on June 26, 2011.

On August 31, 2011, we entered into a settlement agreement with Pfizer to resolve litigation related to Lipitor® tablets, 10 mg, 20 mg, 40 mg, and 80 mg, known generically as atorvastatin calcium tablets.

On September 2, 2011, we announced the initiation of clinical trials for dosing with DRL-17822 in patients with diagnosis of type II dyslipidemia. DRL-17822 is a selective, orally bioavailable inhibitor of cholesteryl ester transfer protein, for the treatment and/or prevention of dyslipidaemia, atherosclerosis and associated cardiovascular disease. The current study is being conducted under a clinical trial application in a number of countries in Europe. The objective of the generics pharmaceutical industrystudy is to evaluate the efficacy and safety of DRL-17822 in Germany. As at March 31, 2010,patients with Type-II dyslipidemia.

On October 24, 2011, we launched olanzapine tablets, the total headcount in Germany was 132, including part-time employees and staff employed in beta Institute for Socio medical Research, our affiliated non-profit organization.

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Effective July 1, 2009, our drug discovery operations at Hyderabad, India were absorbed into Aurigene Discovery Technologies Limited (“Aurigene”), onebioequivalent version of our wholly-owned subsidiaries. Aurigene is a partnership based drug discovery biotechnology company headquartered in Bangalore, India. We also closed our discovery research facility in Atlanta, GeorgiaEli Lilly’s Zyprexa®, in the United States pursuant to our partnership with Teva Pharmaceutical USA, Inc. (“Teva”). On October 23, 2011, we were awarded a 180-day period of America. Our Discovery Research business resources (i.e., employees, facility and infrastructure) have been transferred and leased to Aurigene, which will now operate out of two sites in India: Bangalore and Hyderabad. In addition, we have created a new group to focus on proprietary products development, which will be responsible for building our proprietary, branded research and development portfolio in collaboration with various partners and service providers. This group will work with Aurigene and other discovery biotechnology companies to ensure effective management of our ongoing and future drug discovery programs. All of the existing intellectual property of our drug discovery operations will be owned and managed by this new group. This group will also have responsibility for our research and development portfolio and our differentiated formulations efforts.
In September, 2009, we concluded a transactionmarketing exclusivity in the United States for the purchase from Lupin Ltd. of an ANDA on Antara® (fenofibrate capsules). As part of this transaction, we have obtained the rights20 mg olanzapine tablets. Pursuant to launch the product at a time prior to the expiration of the listed patents.
In October 2009, we announced our settlementcommercialization, manufacture and supply agreement with Novartis International AG (“Novartis”) for a generic versionTeva, it was agreed that we will supply the required quantities of Novartis’ Lotrel®20 mg olanzapine tablets which involves a stipulation of dismissal of the lawsuitsto Teva, and Teva will market this product in the United States relatingStates. In consideration for such supply of olanzapine, Teva is required to our ANDA. Underpay us a base purchase price and a profit share computed based on the ultimate net sale proceeds realized by Teva, subject to any reductions or adjustments that are required by the terms of the settlement agreement, we will launch the generic version priorcommercialization, manufacture and supply agreement. According to the expirationIMS Health, U.S. sales of the Orange Book patentsZyprexa® were approximately $3.2 billion for the product.
In November 2009,twelve months ended September 30, 2011.

On March 2, 2012, we entered into an agreement with Forest Laboratories, Inc. which allows us to manufacture and market memantine, which islaunched ziprasidone hydrochloride capsules, a bioequivalent generic version of Forest Laboratories, Inc.’s NAMENDAPfizer’s Geodon® tablets, prior to patent expiration, the exact date being subject to certain contingencies. The agreement resolves all pending patent infringement actions filed by Forest Laboratories, Inc. against us, in the United States. This launch followed the U.S. District CourtFDA’s approval of our ANDA for ziprasidone hydrochloride capsules on March 2, 2012. We were awarded a 180-day period of marketing exclusivity for ziprasidone hydrochloride capsules in the United States. According to IMS Health, U.S. sales of Geodon® were approximately $1.34 billion for the Districttwelve months ended December 31, 2011.

On March 27, 2012, we launched quetiapine fumarate tablets (25 mg, 50 mg, 100 mg, 200 mg, 300 mg and 400 mg), a bioequivalent generic version of Delaware.

In January 2010,AstraZeneca’s Seroquel® tablets in the United States. This launch followed the U.S. FDA’s approval of our ANDA for this product on March 27, 2012. According to IMS Health, U.S. sales of Seroquel® were approximately $4.6 billion for the twelve months ended December 31, 2011.

As of March 31, 2012, we andhad 29 active products in the pipeline of our partner, Rheoscience A/S (“Rheoscience”), announced the headline results from the first phaseProprietary Products business, of which 7 were in clinical development stage. The Phase III study for the investigational agent Balaglitazone (DRF 2593), a partial PPAR-gamma agonist, for the treatment of type 2 diabetes. The study (Study 307)on DRL-NAB-P2 (terbinafine nail lacquer) was a phase III, randomized, double blind, parallel-group placebo- and active comparator-controlled clinical study to determine the efficacy and safety of balaglitazone. The study showed that the trial met its primary endpoint of reduction in HbA1c.

In February, 2010 we reorganized a part of our North America Generics business to centralize all commercial and business functions into our New Jersey office and centralize all operational and logistics functions into our Louisiana facility. This is expected to enhance the simplicity and scalability of our U.S. generics business, allowing us to improve our service to customers, and support the significant growth we anticipateterminated in the next several years.
In order to buildquarter ended June 30, 2012 because the interim analysis of the blinded clinical trial data showed a robust generics pipeline,lack of efficacy. Since we repositioned our research activities in the fiscal year ended March 31, 2010, we have been making focused efforts towards developing drugs to meet key unmet clinical needs. In the year ended March 31, 2012 we filed 1217 ANDAs in the United States. Cumulatively, we have filed 158had 194 ANDAs out(including ANDAs through partnerships) as of which 73March 31, 2012. A total of 80 ANDAs were pending approval at the U.S. FDA including 11 tentative approvals.as of March 31, 2012, of which 41 are Paragraph IV filings and 7 have first to file status. In our Pharmaceutical Services and Active Ingredients segment, we filed 3668 Drug Master Files (“DMF”DMFs”) worldwide in the year ended March 31, 2010 worldwide, 192012, of which 14 were filed in the United States, 5 in Canada, 814 were filed in Europe and 440 were filed in other countries. With these filings, we had filed a total of 156 U.S. DMFs asAs of March 31, 2010. Including the United States filings, as of March 31, 2010,2012, we had made a cumulative total of 375543 DMF filings worldwide.
During the year ended March 31, 2010, we concluded a legal reorganization to amalgamate (i.e., merge) our wholly-owned subsidiary, Perlecan Pharma Private Limited (“Perlecan Pharma”), into our parent company. The appropriate High Court of India approval authorizing such amalgamation was received by us during the year ended March 31, 2010.

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On March 31, 2010, our Board of Directors approved a scheme for the issuance of bonus debentures that would be effected by capitalization of the retained earnings, subject to the successful receipt of the necessary approvals of our shareholders, the High Court of Andhra Pradesh, India and other identified regulatory authorities as mentionedworldwide, including 187 DMFs in the proposed scheme. On May 28, 2010 a general meetingUnited States and 152 DMFs in Europe. In addition we had 42 certificates of our shareholders was held in which the proposed bonus debenture scheme was approved. The proposed bonus debenture scheme entails the issuance and allotment of unsecured, non-convertible, redeemable, fully paid up (i.e., the shareholders need not pay any amounts to receive them) bonus debentures carrying a face value of Rs.5 each (“bonus debentures”) to our shareholders, in the ratio of 6 bonus debentures for each equity share heldsuitability granted by them, on a date to be determined in future. The bonus debentures will carry a coupon rate (to be determined in the future) that is to be paid annually. Additionally, these bonus debentures would be redeemable upon our election at the end of 36 months from the initial date of issuance. No adjustments have been recorded for this proposed scheme in our audited consolidated financial statements, as the proposed bonus debenture scheme will become effective only after the successful receipt of approvals from the High Court of Andhra Pradesh, India and other identified regulatory authorities as mentioned in the proposed scheme. On July 19, 2010, we received the High Court’s approval to the scheme and we have concurrently made applications to the other regulatory authorities in order to seek the necessary approvals to effectuate the scheme.
European authorities.

During the years ended March 31, 2008, 20092012, 2011 and 2010, we invested  Rs.6,208LOGO 6,816 million,  Rs.4,426LOGO 8,718 million and  Rs.4,068LOGO 4,068 million (net of sales of capital assets), respectively, onin capital expenditures for manufacturing, research and development facilities and other assets. TheseWe believe that these investments will create the capacity to support our strategic growth agenda. WeAs of March 31, 2012, we also had contractual commitments of approximately  Rs.2,948LOGO 2,351 million for capital expenditures. These commitments included approximately  Rs.2,860LOGO 2,231 million to be spent in India and  Rs.88LOGO 120 million in other countries.

During the years ended March 31, 2008, 2009 and 2010, no third party made any public takeover offers in respect of our shares and we did not make any public offers to take over any other company.

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4.B.Business overview

Established in 1984, we are an integrated global pharmaceutical company committed to providing affordable and innovative medicines through our three core business segments:

our

Global Generics segment, which includes our branded and unbranded prescription and over-the-counter (“OTC”) drug products business;

our

Pharmaceutical Services and Active Ingredients (“PSAI”) segment, which consists of our Active Pharmaceutical Ingredients (“API”) business and our Custom Pharmaceutical Services (“CPS”) business; and

our

Proprietary Products segment, which consists of our Generic Biopharmaceuticals business, our New Chemical Entities (“NCEs”) business, our Differentiated Formulations business and our dermatology focused specialty business operated through Promius™ Pharma.

We have a strong presence in highly regulated markets such as the United States, the United Kingdom and Germany, as well as in emerging markets such as India, Russia, Venezuela, Romania, South Africa and certain countries of the former Soviet Union.

OUR STRATEGY

Our core purpose is to provide affordable and innovative medicines to enable people to lead healthier lives. Spiraling health care costs across the world have put many medicines out of the reach of millions of people who desperately need them. As a global pharmaceutical company, we take very seriously our responsibility to help alleviate the burden of disease on individuals and on the world. Our strategy to achieve this core purpose is to combine industry-leading science and technology, product offerings and customer service with execution excellence to provide affordable and innovative medicines for healthier lives.excellence. The key elements of our strategy include:

include the following:

Strengths in Science and Technology

Our strengths in science and technology range from synthetic organic chemistry, formulation development, biologics development and small molecule based drug discovery. Such expertise enables the creation of unique competitive advantages with an industry-leading intellectual property and technology-leveraged product portfolio.

Product Offerings

Global Generics: Through our branded and unbranded Global Generics segment, we offer lower-cost alternatives to highly-priced innovator brands, both directly and through key partnerships.

 a)
Global Generics

Branded Generics: We seek to have a portfolio that is strongly differentiated and offers compelling advantages to doctors and patients.

 

Unbranded Generics: We aim to ensure that we deliver first to market products to our customers, including pharmacy chains and distributors, and that they have high product availability from us combined with low inventories, resulting in superior inventory turns while addressing the customers’ needs.

Vertical integration and process innovation ensures that our products remain price competitive.

Pharmaceutical Services and Active Ingredients: Our Pharmaceutical Services and Active Ingredients segment is comprised of our Active Pharmaceutical Ingredients (“API”) business and our Custom Pharmaceutical Services (“CPS”) business. Through our API and CPS businesses, we offer technologically advanced product lines and niche product services through partnerships internally and externally.

b)
Pharmaceutical Services and Active Ingredients

Our product offerings in our API business are gearedpositioned to offer intellectual property and technology-advantaged products to enable launches ahead of others at competitive prices.

In the area of services,

Through our CPS business, we aim to offer niche product service capabilities, technology platforms, and competitive cost structures to innovator companies.

Proprietary Products: Our Proprietary Products business is comprised of our Differentiated Formulations business, our New Chemical Entity (“NCE”) research business and our dermatology focused Specialty business.

 

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 c)
Proprietary Products

Differentiated Formulations: Our emerging Differentiated Formulations portfolio, which consists of new, synergistic combinations as well as technologies that improve safety and/or efficacy by modifying pharmacokinetics of existing medicines, is focused on significant clinically unmet needs. We are also investigating new indications for existing medicines.

 

New Chemical Entities (NCEs): We are also focused in the discovery, development and commercialization of novel small molecule agents in therapeutic areas such as bacterial infections, metabolic disorders and pain and inflammation.

Specialty business: We have a portfolio of in-licensed patented dermatology products and off-patent cardiovascular products. We also have an internal pipeline of dermatology products that are in different stages of development.

Execution Excellence (Building Blocks)

Execution excellence provides the framework to create sustainable customer value across all of our activities. We have been investing in the following to achieve this:

 

Lean ManufacturingSafety — Eliminating waste. The concept of safety has been imbued in the operating culture throughout the organization. Specific initiatives are being carried out to increase safety awareness, to achieve a safe working environment, to avoid accidents and reducing cycle time, with a focus on capacity constrained resources.

injuries, and to minimize the loss of manufacturing time.

 

Quality by Design. Building quality into all processes and using quality tools to eliminate process risks.

 

Principles of the Theory“Theory of ConstraintsConstraints” and Lean Manufacturing — We apply these principles primarily in. Our supply chain and product development.development processes are designed on the principles of the “Theory of Constraints” and lean manufacturing. This ensures hightimely availability with low inventory holdings through a pull-based logistics system.mechanism, while eliminating waste and reducing cycle time, with a focus on capacity constrained resources. It also ensures speed in product development through critical chain project management.

 

Leadership Development. Developing leaders, as well as enhancing leadership behavior across the organization.

OUR PRINCIPAL AREAS OF OPERATIONS

The following table shows our revenues and the percentage of total revenues of our business segments for the years ended March 31, 2008, 20092010, 2011 and 2010,2012, respectively:

(Rs. in millions, U.S.$ in millions)
                             
  Year Ended March 31, 
Segment 2008  2009  2010 
Global Generics Rs.32,872   66% Rs.49,790   72% Rs.48,606   69% U.S.$1,081 
Pharmaceutical Services and Active Ingredients  16,623   33%  18,758   27%  20,404   29%  454 
Proprietary Products  190   %  294   %  513   1%  11 
Others  321   1%  599   1%  754   1%  17 
                      
 
Total Revenues
 Rs.50,006   100% Rs.69,441   100% Rs.70,277   100% U.S.$1,563 
                      
Global Generics Segment
During

   Year Ended March 31, 
Segment  2010  2011  2012 
   (LOGO in millions, U.S.$ in millions) 

Global Generics

  LOGO  48,606     69 LOGO   53,340     71 LOGO  70,243     72 U.S.$.1,380  

Pharmaceutical Services and Active Ingredients

   20,404     29  19,648     26  23,812     25  468  

Proprietary Products

   513     1  532     1  1,078     1  21  

Others

   754     1  1,173     2  1,604     2  32  

Total Revenue

  LOGO  70,227     100 LOGO  74,693     100 LOGO  96,737     100 U.S.$.1,901  

Revenues by geographic market for the yearyears ended March 31, 2009, we re-organized2010, 2011 and 2012 are discussed in detail in Note 5 to our worldwide finished dosages businesses to focus on certain key geographies and gradually exited some very small, distributor driven markets. This move represented an important new focus to consolidate and grow our presence in the key geographies where we already had a considerable presence.

Today, we are one of the leading generic pharmaceutical companies in the world. With the integration of all the markets where we are selling generics pharmaceuticals into our consolidated financial statements.

Global Generics segment, our front-end business strategies in various markets and our support services in India are increasingly being developed with a view to leverage our global infrastructure.

Segment

24


The production processes for finished dosages are similar, to a certain extent, regardless of whether the finished dosages are to be marketed to highly regulated or less regulated markets. In many cases, the processes share common and interchangeable facilities and employee bases, and use similar raw materials. However, differences remain between highly regulated and less regulated markets in terms of manufacturing, packaging and labeling requirements and the intensity of regulatory oversight, as well as the complexity of patent regimes. While the degree of regulation in certain markets may impact product development, we are observing increasing convergence of development needs throughout both highly regulated and less regulated markets. As a result, when we begin the development of a product, we may not necessarily target it at a particular market, but will instead target the product towards a cluster of markets that will include both highly regulated and less regulated markets.

Today, we are one of the leading generic pharmaceutical companies in the world. With the integration of all the markets where we are selling generic pharmaceuticals into our Global Generics segment, our front-end business strategies in various markets and our support services in India are increasingly being developed with a view to leverage our global infrastructure.

Our Global Generics segment’s revenues were at Rs.48,606LOGO 70,243 million in the year ended March 31, 2010,2012, as compared to Rs.49,790LOGO 53,340 million in the year ended March 31, 2009. This decrease2011. The revenue growth was primarily due to lower revenues from sumatriptan tabletslargely led by this segment’s operations in our key markets of North America as compared(the United States and Canada) and Russia. In absolute currency terms (i.e., without taking into account the effect of currency exchange rates), our Global Generics segment’s revenues had growth in all geographies except for Germany, where the performance was moderate relative to the year ended March 31, 2009, partially offset by increased revenues from sales2011. Germany continues to experience pricing pressure on account of the tender (i.e., competitive bidding) based supply system. However, we have initiated diversification into different revenue streams to stabilize our business in India and Russia. Sumatriptan generated revenues of Rs.2,543 million in the year ended March 31, 2010, as compared to Rs.7,188 million in the year ended March 31, 2009.

Germany.

The following is a discussion of the key markets in our Global Generics segment.

India

Approximately 21%18% of our Global Generics segment’s revenues in the year ended March 31, 20102012 were derived from sales in the Indian market. In India, we mainly focus on the therapeutic categories of gastro-intestinal, cardiovascular, pain management and diabetes management. Our Global Generics segment’s revenues from India increased by 20% to Rs.10,158 million foroncology. We are also increasing our presence in the year ended March 31, 2010, as compared to Rs.8,478 million for the year ended March 31, 2009. This growth was primarily attributable to a 6% increase in revenues (amounting to Rs.489 million) due to new product launchesniche areas of dermatology, urology and a 16% increase in sales volumes of key brands (such as Omez and Omez DR, our brands of omeprazole, Razo and Razo D, our brand of rabeprazole, Reditux, our brand of rituximab, and Nise, our brand of nimesulide), which was partially offset by a decrease of 2% in price realizations. Key new product launches during the year ended March 31, 2010 included Redicate, our brand of cefixime, Myezom, our brand of bortizomib, Finrid, our brand of fentanyl, Reswas, our brand of levodropropizine and chlorphrniramine maleate, Azorta, our brand of azithromycin, and Nexret, our brand of tretinoin microsphere gel.

nephrology.

As of March 31, 2010,2012, we had a total of 221249 branded products in India. Our top ten branded products together accounted for 38%36% of our revenues in India in the year ended March 31, 2010.2012. According to Operations Research Group International Medical Statistics (“ORG IMS”), a provider of market research firm,to the pharmaceutical industry, in its Moving Annual Total (“MAT”) report for the 12-month period ended March 31, 2010,2012, our secondary sales (i.e., sales directly to end users) in India grew by 23%10.5% as compared to the Indian pharmaceutical market growth of 18%16.3%. According to ORG IMS in the foregoing MAT report, as of March 31, 2010, we had 65 brands that were ranked either first or second in terms of secondary sales in India in their respective product categories. According to theStrategic Marketing Solutions and Research Center for Marketing and Advertising Research Consultancy,Private Limited (“SMSRC”), a prescription market research firm, in aits report that measured doctors’measuring pharmaceutical prescriptions in India for the period from November 20092011 to February 2010, we were2012, ranked ninthus 9th in terms of the number of prescriptions generated in India during such period.

The following tables summarize the position of our top 10 brands in the Indian market for the years ended March 31, 2008, 20092010, 2011 and 2010,2012, respectively:

                         
  Year Ended March 31, 
  2008  2009  2010 
  Revenues in      Revenues in      Revenues in    
BRAND millions  % Total(1)  millions  % Total(1)  millions  % Total(1) 
Omez Rs.763   9% Rs.776   9% Rs.928   9%
Nise  626   8%  605   7%  690   7%
Stamlo  403   5%  422   5%  473   5%
Stamlo beta  305   4%  301   4%  326   3%
Omez-DSR  166   2%  210   2%  310   3%
Atocor  244   3%  269   3%  274   3%
Razo  180   2%  214   3%  247   2%
Reditux  154   2%  199   2%  232   2%
Mintop  150   2%  172   2%  196   2%
Razo — D  111   1%  138   2%  169   2%
Others  4,958   62%  5,172   61%  6,313   62%
                   
Total
 Rs.8,060   100% Rs.8,478   100% Rs.10,158   100%
                   

   Year Ended March 31, 
   2010  2011  2012 
BRAND  Revenues
(in  millions)
   %  Total(1)  Revenues
(in millions)
   %  Total(1)  Revenues
(in millions)
   %  Total(1) 

Omez

  LOGO  928     9 LOGO  1,065     9 LOGO  1,089     8

Nise

   690     7  700     6  596     5

Stamlo

   473     5  507     4  566     4

Reditux

   232     2  405     3  472     4

Omez-DSR

   310     3  377     3  468     4

Stamlo Beta

   326     3  328     3  358     3

Atocor

   274     3  278     2  317     2

Razo

   247     2  285     2  306     2

Razo - D

   169     2  200     2  249     2

Mintop

   196     2  209     2  225     2

Others

   6,313     62  7,336     64  8,285     64
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  LOGO  10,158     100 LOGO  11,690     100 LOGO  12,931     100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

(1)

Refers to the brand’s revenues from sales in India expressed as a percentage of our total revenues from sales in all of our therapeutic categories in India.

25


Sales, marketing and distribution network

We generate demand for our products by detailing them to doctors who prescribe them, and meeting with pharmacists to ensure that the pharmacists stock our brands. While we do not sell directly to doctors or pharmacists,through our approximately 3,1654,400 sales representatives (which include representatives engaged by us as independent contractors) and front line managers, who frequently visit doctors and pharmacists throughout the country to detail our products. During the year ended March 31, 2010, we increasedrelated product portfolio. They also visit various pharmacies to ensure that our total sales personnel in India by 717.

brands are adequately stocked.

We sell our products primarily through clearing and forwarding agents to approximately 2,2452,500 wholesalers who decide which brands to buy based on demand. The wholesalers pay for our products in an agreed credit period and in turn sell these products to retailers. Our clearing and forwarding agents are responsible for transporting our products to the wholesalers and ensuring that the wholesalers maintain adequate supplies of our products.wholesalers. We pay our clearing and forwarding agents on a commission basis. We have insurance policies that cover our products during shipment and storage at clearing and forwarding locations.

During the year ended March 31, 2012, we launched Velocit pregnancy test kits and Nise gel through our Global Generics segment’s OTC division. This OTC division has 110 retail sales associates, and is focused on establishing a network of relationships with key pharmacy chains and individual pharmacies. These products also get promoted in parallel through our prescription products field sales force.

Competition

Of the top twenty participants

We compete with different companies in the Indian formulations market, four are multinational corporations and the rest are Indian corporations. We compete with different companies, depending upon therapeutic and product categories and, within each category, upon dosage strengths and drug delivery. On the basis of sales, we were the 1316th largest pharmaceutical company in India, with a market share of 2.27%2%, according to ORG IMS in its MAT report for the 12-month period ended March 31, 2010.

2012.

Some of the key observations on the performance of the Indian pharmaceutical market, as published by ORG IMS in its MAT report for the 12-month period ended March 31, 2010,2012, are as follows:

The Indian pharmaceutical market including retail and hospital sales, registered a growth of 17.7% during the year ended March 31, 2010.16.3% for such period.

New products launched in the preceding 24 months accounted for 7.8%6% of total Indian pharmaceutical growth during the year ended March 31, 2010.for such period.

The top 300 existing brands grew at a rate of 18.1%16.7%, which was marginally higher than the Indian pharmaceutical market’s overall average, and continued to account for 33%32% of the market’s total sales.

There was an increasing emergence of bio-similar products to address the needs of patients in the oncology therapeutic area.

Our principal competitors in the Indian market include Cipla Limited, Ranbaxy Laboratories Limited, Glaxo SmithKlineGlaxoSmithKline Pharmaceuticals Limited, Piramal Healthcare Limited, Cadila Healthcare Limited, Sun PharmaceuticalsPharmaceutical Industries Limited, Alkem Limited, Mankind Pharma Limited, Pfizer Inc., Mankind Limited, Abbott India, Lupin Limited, Aristo Pharma Limited, Intas Pharma, Sanofi India Limited and AbbottEmcure Pharmaceuticals Limited.

26


Government regulations
All pharmaceutical companies that manufacture

The manufacturing and marketmarketing of drugs, drug products and cosmetics in India are subjectis governed by many statutes, regulations and guidelines, including but not limited to various national and state laws and regulations, which principally include the following:

The Drugs and Cosmetics Act, 1940 and the Drugs (Prices Control) Order, 1995 (“DPCO”),and Cosmetics Rules, 1945;

The Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954, the Narcotics1954;

The Narcotic Drugs and Psychotropic Substances (“NDPS”) Act, 1985, various environmental laws, labor laws1985;

The Drugs (Price Control) Order, 1995, read in conjunction with the Essential Commodities Act, 1955; and other government

The Medicinal and Toilet Preparations (Excise Duties) Act, 1955.

These statutes, regulations and regulations. These regulationsguidelines govern the testing, manufacturing, packaging, labeling, storing, record-keeping, safety, approval, advertising, promotion, sale and distribution of pharmaceutical products.

In India, manufacturing licenses for drugs and pharmaceuticals are generally issued by state drug authorities. Under the Drugs and Cosmetics Act, 1940, the state drug administration agencies are empowered to issue manufacturing licenses for drugs if they are approved for marketing in India by the DCGI. Prior to granting licenses for any new drugs or combinations of new drugs, DCGI clearance has to be obtained in accordance with the Drugs and Cosmetics Act, 1940.

Pursuant to the amendments in May 2005 to the Schedule Y of the Drugs and Cosmetics Act, 1940, manufacturers of finished dosages are required to submit additional technical data to the DCGIDrugs Controller General of India in order to obtain a no-objection certificate for conducting clinical trials as well as to manufacture new drugs for marketing.

All pharmaceutical manufacturers that sell products in India are subject to regulations issued by its Ministry of Health (“MoH”). These regulations govern or influence the testing, manufacturing, packaging, labeling, storing, record-keeping, safety, approval, advertising, promotion, sale and distribution of products.

MoH approval of an application is required before a generic equivalent of an existing or referenced brand drug can be marketed. When processing a generics application, the MoH waives the requirement of conducting complete clinical studies, although it normally requires bio-availability and/or bio-equivalence studies. “Bio-availability” indicates the rate and extent of absorption and levels of concentration of a drug product in the blood stream needed to produce a therapeutic effect. “Bio-equivalence” compares the bioavailability of one drug product with another, and when established, indicates that the rate of absorption and levels of concentration of the active drug substance in the body are the equivalent for the generic drug and the previously approved drug. A generic application may be submitted for a drug on the basis that it is the equivalent of a previously approved drug. Before approving a generic product, the MoH also requires that our procedures and operations conform to cGMP regulations, relating to good manufacturing practices as defined by various countries. We must follow the cGMP regulations at all times during the manufacture of our products. We continue to spend significant time, money and effort in the areas of production and quality testing to help ensure full compliance with cGMP regulations.

The timing of final MoH approval of a generic application depends on various factors, including patent expiration dates, sufficiency of data and regulatory approvals.

Under the present drug policy of the Government of India, certain drugs have been specified under the DPCO as subject to price control. The Government of India established the National Pharmaceutical Pricing Authority (“NPPA”) to control pharmaceutical prices. Under the DPCO, the NPPA has the authority to fix the maximum selling price for specified products. At present, more than 70 drugs and their formulations are categorized as specified products under the DPCO. A limited number of our formulation products fall in this category. Adverse changes in the DPCO list or in the span of price control can affect pricing, and hence, our Indian revenues.

On March 22, 2005, the Government of India passed the Patents (Amendment) Bill, 2005 (the “Amendment”“2005 Amendment”), introducing a product patent regime for food, chemicals and pharmaceuticals in India. The 2005 Amendment specifically provides that new medicines (patentability of which is not specifically excluded) for which a patent has been applied for in India on or after January 1, 1995 and for which a patent is granted cannot be manufactured or sold in India by anyone other than the patent holder and its assignees and licensees. This will resulthas resulted in a reduction of the new product introductions in India, as well as other countries where similar legislation has been introduced, for all Indian pharmaceutical companies engaged in the development and marketing of generic finished dosages and APIs. Processes for the manufacture of APIs and formulations were patentable in India even prior to the 2005 Amendment, so no additional impact is anticipatedresults from patenting of such processes.

27

During the year ended March 31, 2012, the Department of Pharmaceuticals under the ministry of Chemicals and Fertilizers of the Government of India proposed a revised national Pharmaceutical Pricing policy. The draft policy, as published, proposed to apply price controls to 348 drugs listed in the National List of Essential Medicines (as opposed to the 74 drugs currently subject to price control in India), and to revise the price control mechanism by benchmarking the prices based on market dynamics and eliminating the current cost based model. Pending finalization of the policy, its impact on our business cannot be ascertained.


Russia and Other Countries of the former Soviet Union

Russia

Russia accounted for 15%16% of our Global Generics segment’s revenues in the year ended March 31, 2010.2012. Pharmexpert, a market research firm, ranked us 1613th in sales in Russia with a market share of 1.4%1.58% as of March 31, 20102012 in its moving annual total report for first quarter 2010the 12-months ended March 31, 2012 (the “Pharmexpert MAT March 20102012 report”). Pharmexpert also reported that weour generics revenues from Russia grew by 21% in the year ended March 31, 2010,2012, as compared to Russia’s commercial pharmaceutical market growth of 8.3%17%. We were the top ranked Indian pharmaceutical company in Russia.

Russia for such period.

The following table provides a summary of the revenues of our top 10 brands in the Russian market for the years ended March 31, 2008, 20092010, 2011 and 2010,2012, respectively:

                         
  2008  2009  2010 
  Revenues in      Revenues in      Revenues in    
Brand millions  % Total(1)  millions  % Total(1)  millions  % Total(1) 
Nise Rs.799   20% Rs.1,249   21% Rs.1,862   26%
Omez  849   21%  1,281   21%  1,458   20%
Ketorol  797   20%  1,078   18%  1,287   18%
Ciprolet  550   13%  701   12%  760   11%
Cetrine  199   5%  339   6%  408   6%
Enam  255   6%  315   5%  337   5%
Exifine  140   3%  210   4%  220   3%
Bion  62   2%  171   3%  165   2%
Ibuclin  37   1%  67   1%  113   2%
Mitotax  105   3%  148   2%  107   1%
Others  271   6%  244   7%  515   7%
                   
Total
 Rs.4,064   100% Rs.5,803   100% Rs.7,232   100%
                   

   Year ended March 31, 
   2010  2011  2012 
Brand  Revenues
(in millions)
   %  Total(1)  Revenues
(in  millions)
   %  Total(1)  Revenues
(in  millions)
   %  Total(1) 

Nise

  LOGO  1,862     26  2,311     26 LOGO  3,122     28

Omez

   1,458     20  1,554     18  1,864     17

Ketorol

   1,287     18  1,376     16  1,563     14

Ciprolet

   760     11  778     9  833     8

Cetrine

   408     6  590     7  748     7

Senade

   —       0  598     7  687     6

Enam

   337     5  299     3  296     3

Exifine

   220     3  217     2  227     2

Bion

   165     2  201     2  260     2

Mitotax

   107     1  120     1  89     1

Others

   628     8  898     9  1,335     12
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  LOGO  7,232     100 LOGO  8,942     100 LOGO  11,024     100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

(1)

Refers to the brand’s revenues from sales in Russia expressed as a percentage of our total revenues from all sales in Russia.

Our top four brands, Nise, Omez, Nise, Ketorol and Ciprolet, accounted for 75%67% of our Global Generics segment’s revenues in Russia in the year ended March 31, 2010.2012. Omez (an anti-ulcerant product), Nise and Ketorol (pain management products) and Ciprolet (an anti-infective product) were ranked as the 36th, 22nd, 65th44th, 12th, 69th and 141st199th best selling formulation brands, respectively, in the Russian market as of March 31, 20102012 by Pharmexpert in its MAT March 20102012 report.

Our strategy in Russia is to focus on the therapeutic areas of gastro-intestinal, pain management, anti-infectives, oncology and cardiovascular.cardiovascular therapeutic areas. Our focus is on building brand leaders in these therapeutic segments.areas in prescription, over-the-counter and hospital sales. Omez, Ciprolet, Nise and Ketorol continuedcontinue to be brand leaders in their respective categories, as reported by Pharmexpert in its MAT March 20102012 report.

Growth during the year ended March 31, 2012 was driven by sales andincreased marketing initiatives to target specialists through field sale forces focused on them,for prescription products and anscaling up of media and pharmacy chain activities for over-the-counter (“OTC”) initiative for certain brands.

medicines.

Other Countries of the former Soviet Union:Union

We operate in other countries of the former Soviet Union, including Ukraine, Kazakhstan, Belarus and Uzbekistan. For the year ended March 31, 2010,2012, revenues from these countries accounted for approximately 3.9%3% of our total Global Generics segment’s revenues. The Global Generics revenues from these countries was Rs.1,887 million in the year ended March 31, 2010 as compared to Rs.1,821 million in the year ended March 31, 2009. In all of these markets, we operate through third party distributors who purchase our goods and in turn sell them to wholesalers. Our Global Generics business was adversely affected by the global economic crisis, which resulted in liquidity issues in these markets and our distributors were impacted by significant local currency devaluations against the U.S. dollar. We instituted strict credit controls and receivables monitoring mechanisms to mitigate our collection risks and, as a result, we managed to avoid any write-offs.

28


Sales, marketing and distribution network
During the year ended March 31, 2010, we further expanded

Our marketing and promotion efforts in our Russian field force.

Our sales and marketing efforts areprescription division is driven by a team of 346approximately 400 medical representatives 29 regional managers, 9 zonal managers and 18 key account77 front line managers to detail our products to doctors in 67 cities in Russia. During the year ended March 31, 2010, we increased our field personnel in Russia by approximately 48.

Our Russian OTC division has 89141 medical representatives and 40 pharmaceutical representatives and is focused on establishing a network of relationships with OTC distributors in preparation for future product launches.key pharmacy chains and individual pharmacies. Our Russian hospital division has 3239 hospital specialists and 1617 key account managers, and is focused on expanding our present network ofpresence in hospitals and institutes.

In the Russian market,Russia, we generally extend credit is generally extended only to customers after they have established a satisfactory history of payment with us. The credit ratings of these customers are based on turnover, payment record and the number of the customers’ branches or pharmacies, and are reviewed on a periodic basis. We review the credit terms offered to our key customers and modify them to take into account the current macro-economic scenario in Russia.

Competition

Our principal competitors in the Russian market include Berlin Chemi AG, Gedeon Richter Limited, Krka d.d., Pliva d.d.Teva Pharmaceutical Industries Ltd., Lek-Sandoz Pharmaceuticals (an affiliate of Teva Pharmaceutical Industries Ltd.), Lek Pharmaceuticals d.d. (an affiliate of Sandoz and Novartis Pharma A.G)A.G.), Ranbaxy Laboratories Limited, Nycomed International Management GmbH and Zentiva N.V. (an affiliate of Sanofi-Aventis S.A.).

Healthcare reforms and reference pricing

The Russian government’s prioritization plan for the pharmaceutical market is making a transition from a largely out-of-pocket market to the western European model of centralized reimbursements. In January 2005, Russia’s federal drug supply system (the Dopolnitelnoye lekarstvennoye obespechenoye, or “DLO”) was introduced with the objective of subsidizing medicine expenditures for sectors of the population with low income or certain categories of illnesses. The initial budget provided approximately 10% of the population with state-funded benefits for medicine expenditures. In late 2007, the Russian government decentralized the DLO and split it into two components. The first component, known as the 7 nosologies program, remains centralized and covers expensive treatments for patients with certain severe chronic diseases. The second component, known as the ONLS program, involves regional purchasing and covers the medicines reimbursed for patients who are designated members of vulnerable groups, such as children, pregnant women, veterans and the elderly.

In order to promote local industry, in October 2009 the Russian government announced the Strategy of Pharmaceutical Industry Development in the Russian Federation for the period up to the year 2020 (or the “Pharma 2020 plan”), which aims to develop the research, development and manufacturing of pharmaceutical products by Russia’s domestic pharmaceutical industry. The goal of the Pharma 2020 plan is to reduce Russia’s reliance on imported pharmaceutical products and increase Russia’s self-sufficiency in that regard. In March 2011, the Russian government announced the approval of 120 billion rubles ($4 billion) in financing for the Pharma 2020 plan.

During the year ended March 31, 2010, the Russian government announced a reference pricing regime, pursuant to which a price freeze on certain drugs categorized as “essential” was implemented effective as of April 2010. Pharmaceutical companies have had to register maximum import prices for approximately 5,000 drugs on a list of “Essential and Vital Drugs” (also known as the “ZhNVLS”). During the year ended March 31, 2011, the Russian government announced price re-registration in local currency (Russian roubles) for drugs categorized as “essential” and the new registered prices were effective as of December 10, 2010. Also, effective as of September 1, 2010, the price controls on certain drugs categorized as “non-essential” were removed by the Russian Ministry of Health.

During the year ended March 31, 2012, Russia introduced Federal Law # 323, titled “On the Foundations of Healthcare for Russian Citizens”. Portions of this new law became effective on November 23, 2011 and the remainder became effective on January 1, 2012. This new law imposes stringent restrictions on interactions between (i) healthcare professionals, pharmacists, healthcare management organizations, opinion leaders (both governmental and from the private sector) and certain other parties (collectively referred to as “healthcare decisionmakers”) and (ii) companies that produce or distribute drugs or medical equipment and any representatives or intermediaries acting on their behalf (collectively referred to as “medical product representatives”). Some of the key provisions of this law are prohibitions on:

one-on-one meetings and communications between healthcare decisionmakers and medical product representatives, except for participation in clinical trials, pharmacovigilance, group educational events and certain other limited exceptions;

the acceptance by a healthcare decisionmaker of compensation, gifts or entertainment paid by medical product representatives;

the agreement by a healthcare decisionmaker to prescribe or recommend drug products or medical equipment; or

the engagement by a healthcare decisionmaker in a “conflict of interest” transaction with a medical product representative, unless approved by regulators pursuant to certain specified procedures.

Although certain of the above prohibitions technically restrict only the actions of healthcare decisionmakers, liability for non-compliance with such restrictions nonetheless extends to both the healthcare decisionmaker and the medical product representative. Penalties for non-compliance with this new law have not yet been clarified.

North America (United(the United States and Canada)

During the year ended March 31, 2012, North America (the United States and Canada) accounted for 45% of our total Global Generics segment’s sales.

In North America (the United States and Canada), we sell generic drugs whichthat are the chemical and therapeutic equivalents of reference branded drugs, typically sold under their generic chemical names at prices below those of their brand drug equivalents. Generic drugs are finished pharmaceutical products ready for consumption by the patient. These drugs are required to meet the U.S. FDA standards that are similar to those applicable to their brand-name equivalents and must receive regulatory approval prior to their sale.

Generic drugs may be manufactured and marketed only if relevant patents on their brand name equivalents and any additional government-mandated market exclusivity periods have expired, been challenged and invalidated, or otherwise validly circumvented.

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Generic pharmaceutical sales have increased significantly in recent years, partly due in part to an increased awareness and acceptance among consumers, physicians and pharmacists that generic drugs are the equivalent of brand name drugs. Among the factors contributing to this increased awareness are the passage of legislation permitting or encouraging substitution and the publication by regulatory authorities of lists of equivalent drugs, which provide physicians and pharmacists with generic drug alternatives. In addition, various government agencies and many private managed care or insurance programs encourage the substitution of generic drugs for brand-name pharmaceuticals as a cost-savings measure in the purchase of, or reimbursement for, prescription drugs. We believe that these factors, together with the large volume of branded products losing patent protection over the coming years, should lead to continued expansion of the generic pharmaceuticals market as a whole. We intend to capitalize on the opportunities resulting from this expansion of the market by leveraging our product development capabilities, manufacturing capacities inspected by various international regulatory agencies and access to our own APIs, which offer significant supply chain efficiencies.
Revenues from North America (the United States and Canada) generics sales decreased by 15% to Rs.16,817

Our Canada business generated revenues of  LOGO 632 million during the year ended March 31, 2010, as compared2012. This business includes revenues from certain profit sharing arrangements with distributors to Rs.19,843 millionmarket certain of our generic products.

In March 2011, we acquired from GlaxoSmithKline plc and Glaxo Group Limited (collectively, “GSK”) a penicillin-based antibiotics manufacturing site in Bristol, Tennessee, U.S.A., the product rights for GSK’sAugmentin®andAmoxil®brands of oral penicillin-based antibiotics in the year ended March 31, 2009. During the year ended March 31, 2010, North America (the United States (GSK retained the existing rights for these brands outside the United States), certain raw materials and Canada) accounted for 35% of the total Global Generics segment’s sales. The reduction in sales for the year ended March 31, 2010 was mostly because of the end of exclusivity for the product sumatriptan, our authorized generic version of Imitrexfinished goods inventory associated with Augmentin®. Excluding sumatriptan, our North American generics portfolio experienced 13% growth in revenues.

During, and rights to receive certain transitional services from GSK. The acquisition enabled us to enter the year ended March 31, 2010, we launched nine new products, including one OTC offering. The new products included nateglinide, omeprazole magnesium, metformin glyburideU.S. oral antibiotics market with a comprehensive product filing and fluoxetine DR. These new launches generated revenues of Rs.763 million, or 5% of our total North America revenues.
a dedicated manufacturing site.

Through the coordinated efforts of our teams in the United States and India, we constantly seek to expand our pipeline of generic products. During the year ended March 31, 2010,2012, we filed 1217 ANDAs in the United States, including six9 Paragraph IV filings. During the year ended March 31, 2010,2012, the U.S. FDA granted us 1216 final ANDA approvals and five8 tentative ANDA approvals. As of March 31, 2010,2012, we had filed a cumulative total of 158194 ANDAs in the United States, out of which 7380 ANDAs were pending approval at the U.S. FDA, including 1117 tentative approvals. The key product approvals during the year ended March 31, 2010 include fexofenadine and pseudoephedrine hcl, omeprazole mg, metformin glyburide and fluoxetine DR.

Sales, Marketing and Distribution Network

Dr. Reddy’s Laboratories, Inc., our wholly-owned subsidiary in the United States, is engaged in the marketing of our generic products in North America (the United States and Canada). In early 2003, we commenced sales of generic products under our own label. We have our own sales and marketing team to market these generic products. Our key account representatives for generic products call on purchasing agents for chain drug stores, drug wholesalers, health maintenance organizations and pharmacy buying groups.

During the year ended March 31, 2010,2011, we announcedcompleted a reorganization of our North American Generics(the United States and Canada) generics business to centralize all commercial and business functions into our New Jersey office and centralize all operational functions into our Louisiana facility.

In the year ended March 31, 2008, we launched our own OTC products division anddivision. Since then, we successfully introduced ranitidine 150 mg OTC in September 2007 and cetirizine 10omeprazole mg OTC in January 2008. During the year ended March 31, 2010, omeprazoleDecember 2009. In addition, fexofenadine and fexofenadine pseudophedrine 180/240 mg was launched and the sales of ourtransitioned from prescription to OTC business in the United States during the year ended March 31, 2010 generated revenues of Rs.1,575 million.

In Canada, in2012. These prescription-to-OTC switches require approval by the year ended March 31, 2002, we entered intoU.S. FDA, a profit sharing arrangement with distributors to market certain of our generic products. This business generated revenues of Rs.480 million duringprocess initiated by the year ended March 31, 2010.
In April 2008, we acquired BASF’s pharmaceutical contract manufacturing business and related facility in Shreveport, Louisiana in the United States of America. This business involves contract manufacturing of generic prescription drugs and OTC products for branded and generic companies in the United States. The acquisition strengthened our supply chain for North America (the United States and Canada) and providesdrug innovator, through either an Abbreviated New Drug Application (“ANDA”) or a strong platform for pursuing additional growth opportunities. Expansions to the Shreveport facility are being planned, as more fully described below under the section titled “Global Generics Manufacturing and Raw Materials”New Drug Application (“NDA”).

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Competition

Revenues and gross profit derived from the sales of generic pharmaceutical products are affected by certain regulatory and competitive factors. As patents and regulatory exclusivity for brand name products expire, the first off-patent manufacturer to receive regulatory approval for generic equivalents of such products is generally able to achieve significant market penetration. As competing off-patent manufacturers receive regulatory approvals on similar products, market share, revenues and gross profit typically decline, in some cases significantly. Accordingly, the level of market share, revenues and gross profit attributable to a particular generic product is normally related to the number of competitors in that product’s market and the timing of that product’s regulatory approval and launch, in relation to competing approvals and launches. Consequently, we must continue to develop and introduce new products in a timely and cost-effective manner to maintain our revenues and gross margins. In addition, the other competitive factors critical to this business include price, product quality, prompt delivery, customer service and reputation. Many of our competitors seek to participate in sales of generic products by, among other things, collaborating with other generic pharmaceutical companies or by marketing their own generic equivalent to their branded products. Our major competitors in the U.S. market include Teva Pharmaceutical Industries Limited, Mylan Inc., Watson Pharmaceuticals, Inc., Sandoz, a division of Novartis Pharma A.G,A.G., Ranbaxy Laboratories Limited, Lupin Limited and Caraco PharmaceuticalsPharmaceutical Laboratories Limited.

Brand name manufacturers have devised numerous strategies to delay competition from lower cost generic versions of their products. One of these strategies is to change the dosage form or dosing regimen of the brand product prior to generic introduction, which may reduce the demand for the original dosage form as sought by a generic ANDA dossier applicant or create regulatory delays, sometimes significant, while the generic applicant, to the extent possible, amends its ANDA dossier to match the changes in the brand product. In many of these instances, the changes to the brand product may be protected by patent or data exclusivities, further delaying generic introduction. Another strategy is the launch by the innovator or its licensee of an “authorized generic” during the 180-day generic exclusivity period, resulting in two generic products competing for the market rather than just the product that obtained the generic exclusivity. This may result in reduced revenues for the generic company which has been awarded the generic exclusivity period.

The U.S. market for OTC pharmaceutical products is highly competitive. Competition is based on a variety of factors, including price, quality and assortment of products, customer service, marketing support and availability of and approvals for new products. Our competition in store brand products in the United States consists of several publicly traded and privately owned companies, including large brand-name pharmaceutical companies. The competition is highly fragmented in terms of both geographic market coverage and product categories, such that a competitor generally does not compete across all product lines. Some of our primary OTC competitors in the United States include Perrigo Company, Watson Pharmaceuticals, and Actavis Group. Most of the large brand-name pharmaceutical companies have financial resources substantially greater than ours. Large brand-name pharmaceutical companies could in the future manufacture more store brand products or reduce prices of their brand products. Additionally, the competitive landscape might change if generic prescription drug manufacturers elect to pursue OTC marketing status for products that have switched or are switching from prescription to OTC status.

Government regulations

U.S. Regulatory Environment

All pharmaceutical manufacturers that sell products in the United States are subject to extensive regulation by the U.S. federal government, principally pursuant to the Federal Food, Drug and Cosmetic Act, the Hatch-Waxman Act, the Generic Drug Enforcement Act and other federal government statutes and regulations. These regulations govern or influence the testing, manufacturing, packaging, labeling, storing, record-keeping,record keeping, safety, approval, advertising, promotion, sale and distribution of products.

Our facilities and products are periodically inspected by the U.S. FDA, which has extensive enforcement powers over the activities of pharmaceutical manufacturers. Non-compliance with applicable requirements can result in fines, criminal penalties, civil injunction against shipment of products, recall and seizure of products, total or partial suspension of production, sale or import of products, refusal of the U.S. government to enter into supply contracts or to approve new drug applications and criminal prosecution. The U.S. FDA also has the authority to deny or revoke approvals of drug active pharmaceutical ingredients and dosage forms and the power to halt the operations of non-complying manufacturers. Any failure by us to comply with applicable U.S. FDA policies and regulations could have a material adverse effect on the operations in our generics business.

U.S. FDA approval of an ANDA is required before a generic equivalent of an existing or referenced brand drug can be marketed. The ANDA process is abbreviated because when processing an ANDA, the U.S. FDA waives the requirement of conducting complete clinical studies, although it normally requires bio-availability and/or bio-equivalence studies. An ANDA may be submitted for a drug on the basis that it is the equivalent of a previously approved drug or, in the case of a new dosage form, is suitable for use for the indications specified.

An ANDA applicant in the United States is required to review the patents of the innovator listed in the U.S. FDA publication entitledApproved Drug Products with Therapeutic Equivalence Evaluations,, commonly known as the “Orange Book,” and make an appropriate certification. There are several different types of certifications that can be made. A Paragraph IV filing is made when the ANDA applicant believes its product or theits manufacture, use of its productor sales thereof does not infringe on the innovator’s patents listed in the Orange Book or where the applicant believes that such patents are not valid or enforceable. The first generic company to file a Paragraph IV filing may be eligible to receive a six-month marketing exclusivity period starting from either the datefirst commercial marketing of the drug by any of the first applicants or a decision of a court rulesholding the patent that is the subject of the paragraph IV certification to be invalid or not infringed. A Paragraph III filing is made when the ANDA applicant does not intend to market its generic product until the patent expiration. A Paragraph II filing is made where the patent has already expired. A Paragraph I filing is made when the innovator has not submitted the required patent information for listingthere are no patents listed in the Orange Book. Another type of certification is made where a patent claims a method of use, and the ANDA applicant’s proposed label does not claim that method of use. When an innovator has listed more than one patent in the Orange Book, the ANDA applicant must file separate certifications as to each patent. Generally, Paragraph IV and Paragraph III filings are made before the product goes off patent, and Paragraph II and Paragraph I filings are made after the patent has expired.

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Before approving a product, the FDA also requires that our procedures and operations conform to cGMP regulations, relating to good manufacturing practices as defined in the U.S. Code of Federal Regulations. We must follow cGMP regulations at all times during the manufacture of our products. We continue to spend significant time, money and effort in the areas of production and quality testing to help ensure full compliance with cGMP regulations.

The timing of final U.S. FDA approval of an ANDA depends on a variety of factors, including whether the applicant challenges any listed patents for the drug and whether the brand-name manufacturer is entitled to one or more statutory exclusivity periods, during which the U.S. FDA may be prohibited from accepting applications for, or approving, generic products. In certain circumstances, a regulatory exclusivity period can extend beyond the life of a patent, and thus block ANDAs from being approved on the patent expiration date. For example, in certain circumstances the U.S. FDA may now extend the exclusivity of a product by six months past the date of patent expiration if the manufacturer undertakes studies on the effect of their product in children, a so-called pediatric extension.

In June 2003, the U.S. FDA announced reforms in its generic drug review program with the goal of providing patients with greater and more predictable access to effective, low cost generic alternatives to brand name drugs.

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Medicare Act of 2003”) modified certain provisions of the Hatch-Waxman Act. In particular, significant changes were made to provisions governing 180-day exclusivity and forfeiture thereof. The new statutory provisions governing 180-day exclusivity may or may not apply to an ANDA, depending on whether the first Paragraph IV certification submitted by any applicant for the drug was submitted prior to the enactment of the Medicare Amendments on December 8, 2003.

Where the first Paragraph IV certification was submitted on or after December 8, 2003, the new statutory provisions apply. Under these provisions, 180-day exclusivity is awarded to each ANDA applicant submitting a Paragraph IV certification for the same drug with regard to any patent on the first day that any ANDA applicant submits a Paragraph IV certification for the same drug. The 180-day exclusivity period begins on the date of first commercial marketing of the drug by any of the first applicants.applicants or a decision of a court holding the patent that is the subject of the paragraph IV certification to be invalid or not infringed. However, a first applicant may forfeit its exclusivity in a variety of ways, including, but not limited to (a) failure to obtain tentative approval within 30 months after the application is filed or (b) failure to market its drug by the later of two dates calculated as follows: (x) 75 days after approval or 30 months after submission of the ANDA, whichever comes first, or (y) 75 days after each patent for which the first applicant is qualified for 180-day exclusivity is either (1) the subject of a final court decision holding that the patent is invalid, not infringed, or unenforceable or (2) withdrawn from listing with the U.S. FDA (court decisions qualify if either the first applicant or any applicant with a tentative approval is a party; a final court decision is a decision by a court of appeals or a decision by a district court that is not appealed). The foregoing is an abbreviated summary of certain provisions of the Medicare Act of 2003, and accordingly it should be consulted for a complete understanding of both the provisions described above and other important provisions related to 180-day exclusivity and forfeiture thereof.

Where the first Paragraph IV certification was submitted prior to enactment of the Medicare Act of 2003, the statutory provisions governing 180-day exclusivity prior to the Medicare Act of 2003 still apply. The U.S. FDA interprets these statutory provisions to award 180-day exclusivity to each ANDA applicant submitting a Paragraph IV certification for the same drug on the same day with regard to the same patent on the first day that any ANDA applicant submits a Paragraph IV certification for the same drug with regard to the same patent. The 180-day exclusivity period begins on the date of first commercial marketing of the drug by any of the first applicants or on the date of a final court decision holding that the patent is invalid, not infringed, or unenforceable, whichever comes first. A final court decision is a decision by a court of appeals or a decision by a district court that is not appealed.

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United States Healthcare Reform — Reform—Patient Protection and Affordable Care Act

In March 2010, the “Patient Protection and Affordable Care Act”, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), was signed into law. The PPACA is one of the most significant healthcare reform measures in the United States in decades, and is expected to significantly impact the U.S. pharmaceutical industry. Among the provisions of the PPACA that may affect our business include the following:

The PPACA is anticipated to expand healthcare coverage to tens of millions of U.S. citizens, mostly those employed in smaller companies and the unemployed. The PPACA also reduces certain co-payments for Medicaid, a joint federal and state health insurance program for the poor. These changes should provide opportunities for us to increase our pharmaceutical products sales volumes in the long term.

The PPACA also imposes new rules regarding insurance regulation and access. For example, there will be new regulations governing the insurance industry that will prohibit the denial of coverage due to pre-existing diseases, and ban placing lifetime value limits on insurance policy coverages.coverage. Indirectly, these reforms should also provide opportunities for us to improve our pharmaceutical products sales volumes in the long term.

In addition, the PPACA set forth new regulations relating to biological drugs. Among other things, the PPACA creates an abbreviated pathway to U.S. FDA approval of “bio-similar” biological products and allows the first interchangeable bio-similar product 18 months of exclusivity. These pro-generic provisions may provide increased opportunities for our bio-genericsbiogenerics business, but also could increase competition in that field and thus adversely impact the selling prices, costs and/or profit margins for our bio-generics business. Conversely, the PPACA also has some anti-generic provisions, including provisions granting the innovator of a biological drug product 12 years of exclusive use before generic drugs can be approved based on being bio-similar. Such provisions may inhibit our ability to obtain U.S. FDA approval for our bio-similar products, and thus could adversely affect our bio-generics business.

The PPACA imposes on pharmaceutical manufacturers a variety of additional rebates, discounts and fees. Among other things, the PPACA includes annual, non-deductible fees that go into effect in 2011 for entities that manufacture or import certain prescription drugs and biologics. This fee will beis calculated based upon each organization’s percentage share of total branded prescription drug and biologics sales to U.S. government programs (such as Medicare, Medicaid and Veterans’ Affairs and Public Health Service discount programs), and authorized generic products are generally treated as branded products. The manufacturer must have at least $5 million in sales of branded prescription drugs or biologics in order to be subject to the fee. The first year for which the fee applied was calendar year 2011, and the fee is due by September 30 of the following calendar year (i.e., 2012). In addition, the PPACA changeschanged the computations used to determine Medicaid rebates owed by manufacturers under the Medicaid Drug Rebate Program by redefining the average manufacturer’s price (“AMP”), effective October 1, 2010, and by using 23.1% instead of 15% of AMP for most branded drugs and 13% instead of 11% of AMP for generic drugs, effective January 1, 2010. The impact of the retroactive Medicaid rebate changes has been accounted for in our consolidated financial statements, but it was not material to our U.S. revenues. The PPACA also increasesincreased the number of healthcare entities eligible for discounts under the Public Health Service pharmaceutical pricing program.

The PPACA makesmade several important changes to the federal anti-kickback statute, false claims laws, and health care fraud statutes that may make it easier for the government or whistleblowers to pursue such fraud and abuse violations. In addition, the PPACA increasesincreased penalties for fraud and abuse violations. If our past, present or future operations are found to be in violation of any of the laws described above or other similar governmental regulations to which we are subject, we may be subject to the applicable penalty associated with the violation which could adversely affect our ability to operate our business and our financial results.

To further facilitate the government’s efforts to coordinate and develop comparative clinical effectiveness research, the PPACA establishesestablished a new Patient-Centered Outcomes Research Institute to oversee and identify priorities in such research. The manner in which the comparative research results wouldwill be used by third-party payors is uncertain.

On June 28, 2010 the Departments of Health and Human Services, Labor, and the Treasury jointly issued interim final regulations to implement the provisions of PPACA that prohibit the use of preexisting condition exclusions, eliminate lifetime and annual dollar limits on benefits, restrict contract rescissions, and provide patient protections.

During the year ended March 31, 2011, the PPACA’s changes to manufacturer rebates under the Medicaid Drug Rebate Program impacted our U.S. Generics business, but the impact was not material.

On January 27, 2012, The Centers for Medicare and Medicaid Services (“CMS”) issued its long awaited proposed rule implementing the Medicaid pricing and reimbursement provisions of PPACA and related legislation. CMS accepted comments on this proposed rule through April 2, 2012, and we are waiting for CMS to issue a final rule.

In April 2012, we received an invoice from the United States Internal Revenue Service (the “IRS”) estimating our liability for the manufacturers’ fee for calendar year 2011 to be $92,696, based upon our calendar year 2010 sales of branded and authorized generic prescription drugs and biologics. We expect our sales of brand and authorized generic products during calendar year 2011 to be below the threshold limit of $5 million, and thus we may not be subject to the fee for calendar year 2012, based on our calendar year 2011 sales.

On June 28, 2012, the U.S. Supreme Court ruled on certain challenged provisions of the PPACA. The U.S. Supreme Court generally upheld the constitutionality of the PPACA, including its individual mandate that requires most Americans to buy health insurance starting in 2014, and ruled that the Anti-Injunction Act did not bar the court from reviewing that PPACA provision. However, the U.S. Supreme Court struck down the PPACA’s provisions requiring each state to expand its Medicaid program or lose all federal Medicaid funds. The Court did not invalidate the PPACA’s expansion of Medicaid for states that voluntarily participate; it only held that a state’s entire Medicaid funding cannot be withheld due to its failure to participate in the expansion.

The full impact of the PPACA will be seen as it iscontinues to be implemented, by promulgation of regulations and other administrative and judicial actions. We are continuing to evaluate all potential scenarios surrounding its implementation and the corresponding impact of the PPACA on our financial condition, results of operations and how it may affect our business.

cash flow.

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Canada Regulatory Environment

In Canada, we are required to file product dossiers with the country’s regulatory authority for permission to market the generic formulation. The regulatory authorities may inspect our manufacturing facility before approval of the dossier.

Europe

The

Our sales of generic drugs in Europe for the year ended March 31, 2012 were  LOGO 8,259 million, which accounted for 12% of our Global Generics segment’s sales

In the European Union (the “EU”) presents significant opportunities for the sale of generic drugs. In the EU,, the manufacture and sale of pharmaceutical products is regulated in a manner substantially similar to that in the United States. Legal requirements generally prohibit the handling, manufacture, marketing and importation of any pharmaceutical product unless it is properly registered in accordance with applicable law. The registration file relating to any particular product must contain medical data related to product efficacy and safety, including results of clinical testing and references to medical publications, as well as detailed information regarding production methods and quality control. Health ministries are authorized to cancel the registration of a product if it is found to be harmful or ineffective, or manufactured and marketed other than in accordance with registration conditions.

Our sales of generic drugs in Europe for the year ended March 31, 2010 were Rs.9,643 million, which accounted for 20% of our Global Generics segment’s sales, and represented a decrease of 19% as compared to sales of generic drugs in Europe for the year ended March 31, 2009. This decrease was largely on account of our German operations, which were impacted by the shift to a tender based supply model and other significant changes within the German generic pharmaceutical market, as further explained below. Within Europe, significant sales are generated by beta Holding GmbH (“betapharm”), our German subsidiary. In March 2006, we acquired 100% of betapharm from 3i Group plc, a European private equity firm. This acquisition allowed us to enter the German generics market. Key new product launches in the year ended March 31, 2010 included clopidogrel and pantoprazole.

Sales, Marketing and Distribution Network

Germany.Germany

In Germany, we sell a broad and diversified range of generic pharmaceutical products under the “betapharm” brand.

Over the last threefive years, the German pharmaceutical market underwent a significant change.has significantly changed. The new healthcare reform (theknown as the Statutory Health Insurance (SHI)—Competition Strengthening Act or Wettbewerbsstärkungsgesetz (“GKV — WSG”GKV-WSG”) (an act to strengthen the competition in public health insurance), which was effective as of April 1, 2007, has significantly increased the power of insurance companies and statutory health insurance funds (“SHI funds”) to influence dispensing of medicines.

Pursuant to the newGKV-WSG law, pharmaceutical products covered by rebate contracts with insurance companies and SHI funds have to be prescribed by physicians and dispensed by pharmacies. This has increased the power of insurance companies and SHI funds. As a result, severalmany SHI funds have entered into rebate contracts with pharmaceutical companies, causing pressure on margins.

Pursuant to the rapid shift of the German generic pharmaceutical market towards aenacted tender (i.e., competitive bidding) processes to determine which pharmaceutical companies they will enter into rebate contracts with, resulting in the market moving towards a tender based supply model further tenders were announced by several SHI funds during the year ended March 31, 2010.while causing pressure on margins. We participatedparticipate in these tenders through our wholly-owned subsidiary, betapharm. The final results of a majority of these tenders were announced during the year ended March 31, 2010 with a lower than anticipated success rate for betapharm.

Traditionally, the SHI fund contracts had the elements of basic rebate and incremental rebates on additional prescriptions generated through persons insured by these SHI funds. Since the new healthcare reforms, the SHI funds have been aggressive in negotiating rebates for their contracts. Consequently, inIn recent years, they have negotiated higher discounts.

We sell a broad and diversified range of generic pharmaceutical products under the “betapharm” brand. Value-added services provided by the beta institute gemeinnützige GmbH, also known as the beta Institute for Socio medical Research, are fully integrated into the sales and marketing effort and provide a unique differentiation point. The beta Institute for Socio medical Research is a non-profit organization engaged in research and development in order to seek means of improving the healthcare process in ways that promote the psychological welfare of patients.

With the above-mentioned discount contracts being effective, and further competitive bidding tenders announced by SHI funds, long term changes in the German market’s structural framework conditions are ongoing. The German generics market has experienced a shift to a tender based supply model from that of athe previous prescription based market,model, where the key driver for generating sales washad previously been doctors’ preferencesprescriptions and influence enjoyed by generic companies with the pharmacists.pharmacists’ influence. In response to these market changes, betapharm has undergone a comprehensive restructuring of its sales force, with a reduction of more than 200 peopleemployees since we acquired it in March 2006.

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United Kingdom and other Countries within Europe

We market our generic products in the United Kingdom and other EU countries through our U.K. subsidiary, Dr. Reddy’s Laboratories (U.K.) Limited. This subsidiary was formed in the year ended March 31, 2003 after our acquisition of Meridian Healthcare Limited, a United Kingdom based generic pharmaceutical company. We currently market approximately 2934 generic products in such countries, representing over 10384 dosage strengths. New product launches in the year ended March 31, 2010 included clopidogrel, losartan, pantoprazole, ranitidine and tizanidine.

We also seek to expand our presence to other European countries, either directly or through strategic alliances. Other European countries where we have a physical presence and have been able to build our franchise include Romania and Italy. We have a representative office in Romania, and our sales in Romania during the year ended March 31, 2010 were Rs.635 million.
We market our generic products in Italy through our Italian subsidiary, Dr. Reddy’s SRL. This subsidiary was formed in the year ended March 31, 2009 in connection with our acquisition of Jet Generici SRL, a company engaged in sale of generic finished dosages in Italy. We currently market approximately 24 generic products representing 38 dosage strengths in Italy. New product launches in Italy during the year ended March 31, 2010 include lansoprazole, pantoprazole and sumatriptan.
In continuation to the realignment of our Global Generics segment’s strategy for finished dosages to focus on certain key geographies, we closed our sales and marketing operations in Spain during the year ended March 31, 2010.

Competition

In Germany, we believe that the companies with the largest generics market shares are losing their market shares to companies having rebate contracts with SHI funds.funds is an important criterion towards gaining volume market shares. Our key competitors within the German generics market include the Sandoz group of Novartis Pharma A.G. (including its Hexal, Sandoz and 1A Pharma subsidiaries), the Ratiopharm group of Teva Pharmaceutical Industries Ltd. (including its Ratiopharm and CT Arzneimittel subsidiaries) and the Stada group of Stada Arzneimittel AG (including its Stada and Aliud subsidiaries). With the discount contracts with SHI funds becoming effective, long term structural changes are ongoing inprices have become one of the German market. Many companies have decided to cut their sales force to reduce fixed costs; others still believe that sales representatives remain a useful differentiating factor in this highlymost important competitive environment.

factors.

The United Kingdom is one of the largest markets for generic pharmaceuticals in Europe. It is also one of the most competitive markets, due to its very low barriers to entry. Significant vertical integration exists between wholesalers and retailers, ensuring low prices as long as there are several suppliers. The number of major pharmaceutical companies in the U.K. pharmaceutical market has decreased due to consolidation.

Government regulations

European Union Regulatory Environment

The activities of pharmaceutical companies within the European Union are governed by Directive 2001/83EC as amended. This Directive outlines the legislative framework, including the legal basis of approval, specific licensing procedures, and quality standards including manufacture, patient information and pharmaco-vigilance activities. Our U.K. facilities are licensed and periodically inspected by the U.K. Medicines and Health Care Products Regulatory Agencies (“MHRA”) Inspectorate, which has extensive enforcement powers over the activities of pharmaceutical manufacturers. Non-compliance can result in product recall, and closure.plant closure or other penalties. In addition, the U.K. MHRA Inspectorate has approved and periodically inspected our manufacturing facility based in Andhra Pradesh, India for the manufacture of generic tablets and capsules for supply to Europe.

All pharmaceutical companies that manufacture and market products in Germany are subject to the rules and regulations defined by the German drug regulator, the Bundesinstitut für Arzneimittel und Medizinprodukte (“BfArM”) and the Federal Drug Authorities. All the licensed facilities of pharmaceutical companies in Germany are periodically inspected by the Federal Drug Authorities, which has extensive enforcement powers over the activities of pharmaceutical companies. Non-compliance can result in closure of the facility. Prior approval of a Marketing Authorizationmarketing authorization is required to supply products within the European Union. Such Marketing Authorizationsmarketing authorizations may be restricted to one member state then recognized in other member states or can cover the whole of the European Union, depending upon the form of registration elected. In Germany, Marketing Authorizationsmarketing authorizations have to be submitted for approval to the BfArM.

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Generic or abridged applications omit full non-clinical and clinical data but contain limited non-clinical and clinical data, depending upon the legal basis of the application or to address a specific issue. The majority of our generic applications are made on the basis of essential similarity although other criteria may be applied. In the case of an essentially similar application, the applicant is required to demonstrate that its generic product contains the same active pharmaceutical ingredients in the same dosage form for the same indication as the innovator product. Specific data is included in the application to demonstrate that the proposed generic product is essentially similar to the innovator product with respect to quality, safe usage and continued efficacy. European Union laws prevent regulatory authorities from accepting applications for approval of generics that rely on the safety and efficacy data of an innovator of a branded product until the expiration of the innovator’s data exclusivity period (currently 6 or 10 years from the first marketing authorization in the European Union). The applicant is also required to demonstrate bio-equivalence with the reference product. Once all these criteria are met, a Marketing Authorizationmarketing authorization may be considered for grant.

Unlike in the United States, there is no regulatory mechanism within the European Union to challenge any patent protection. Norprotection, nor is any period of market exclusivity conferred upon the first generic approval. In situations where the period of data exclusivity given to the innovator of a branded product expires before their patent expires, the launch of our product would then be delayed until patent expiration.

In Germany, the government is currently focusedcontinues to focus on reducing health care spending. During the year ended March 31, 2007, the German government passed the Economic Optimization of Pharmaceutical Care Act (“Arzneimittelversorgungs-Wirtschaftlichkeisgestz”(or “Arzneimittelversorgungs- Wirtschaftlichkeisgestz” or “AVWG”), which became effective as of May 1, 2006, which is2006and was designed to contain increased pharmaceutical costs. The AVWG’s provisions include, among other things: prohibitions on

Another German law entitled the provision of free goods to health professionals (including wholesalers, pharmacists, medical institutions and physicians); limitations on the payment of rebates to wholesalers and pharmacists; prohibitions on price increases for medicinal products prior to March 31, 2008; implementation of additional mandatory rebates of 10% if pharmaceutical prices are not 30% below the reference prices as published by the Federal Associations of Healthcare Insurance funds; and empowering the statutory health insurance funds to waive co-payments by patients.

Due to the AVWG, insurance companies operating in Germany have the power to influence prices, and they have done so by releasing several products from co-payment.
Further, the government passed a new healthcare reform, the Statutory“Statutory Health Insurance Competition Strengthening ActAct” (or “Wettbewerbsstärkungsgesetz” or Wettbewerbsstärkungsgesetz (““GKV—WSG”), which became effective as of April 1, 2007. Highlights2007, has significantly increased the ability of this new act are:
private insurance companies and SHI funds cannot refuse to provide health insuranceinfluence dispensing of medicines. Pursuant to anyone who is without private health insurance coverage or who wants to switch from the public system; for these patients, private insurance funds need to offer basic rates in the future;
insurance funds are encouraged to enter into contracts with doctors, pharmacies and theGKV—WSG law, pharmaceutical industry designed to lower the costs for the supply of patients with medicinal products (e.g., rebate agreements with the pharmaceutical industry and pharmacists) and integrating different fields of care to lower medical treatment costs;
insurance funds can cause drugs that are covered by rebate contracts with insurance companies must be prescribed by physicians and dispensed by pharmacies. This has increased the pharmaceutical industry to be exempt from co-payments by patients;
in filling prescriptions, pharmacists are required to give preference to drugs subject to rebates, unless the physician has explicitly excluded replacementrole of the prescribed drug;
rebated medicinal products might, depending on individual agreements with physicians, be exempted from individual prescribing limits of the physicians (in Germany, physicians are given prescribing limits by insurance funds based on their number of patients, and if those limits are exceeded, the physicians can be penalized);
patients included in integrated care routes (see above) shall preferably receive rebated medicinal products; and
in making decisions pertaining to the prescription of drugs or filling of prescriptions, drugs will be evaluated not only from a benefit perspective but also from a cost perspective.

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As a result of these reforms, we expect a continuing pricing pressures in the German generics market and estimate that revenue growth will be driven by higher volumes and new launches.
Impairment
pharmaceutical market.

During the thefiscal year ended March 31, 2009, there were significant changes2011, the German government introduced a new law entitled “Act on the reorganization of the pharmaceutical market in the public health insurance” (or“Arzneimittel Marktes Neuordnungs Gesetz”,commonly referred to as “AMNOG”), which affects reimbursement of drugs within the Germany’s statutory health care system in order to further control the costs of medical care. The key elements of this law are as follows:

Historically, the pharmaceutical companies had been free to set the initial asking price for drugs in the German public health system, subject to certain mandatory rebates. Under this new law, a pharmaceutical company will determine the price for a new drug or new therapeutic indication for the first year after launch, but must submit to the Joint Federal Committee (the Gemeinsamer Bundesausschuss or “G-BA”) a benefit assessment dossier on the drug at or prior to its launch. The G-BA will analyze whether the drug shows an additional clinical benefit in comparison to a corresponding established drug (the “appropriate comparator therapy”).

If an additional benefit is established, the pharmaceutical company must negotiate the price of the drug with the Federal Association of the health insurance funds. If no agreement is reached in the negotiation, then the price will be determined pursuant to an arbitration procedure. There must be a minimum term of one year.

If no additional benefit is established, the drug is immediately included into a group of drugs with comparable pharmaceutical and therapeutic characteristics, for which maximum reimbursement prices have already been set. If this is not possible due to the drug’s novelty, then the pharmaceutical company must negotiate a reimbursement price with the Federal Association of the health insurance funds that may not exceed the costs of the appropriate comparator therapy.

The prices determined pursuant to the above procedures will also apply to private insurance agencies, privately insured persons and self-payers, although they may negotiate further discounts.

For drugs developed specifically to treat rare medical conditions that are designated as “orphan drugs”, the orphan drug will be presumed to have an additional benefit under certain circumstances.

A new regulation for packaging size to be fully implemented by 2013. Standard sizes will be based upon the duration of therapies, instead of based on fixed quantity. Three different types of package sizes are now allowed: N1-packages for treatment periods of 10 days; N2-packages for treatment periods of 30 days; and N3-packages for treatment periods of 100 days. During the transition period, discrepancies of 20%, 10% and 5% will be respectively accepted for N1, N2 and N3 packages.

The law increases the choice to patients by the use of co-payment as an option for patients opting for a non-rebated generic pharmaceutical market which impacteddrug.

Impairment

During the operations of our German subsidiary betapharm. The biggest changeyears ended March 31, 2009 and 2010, there was thea shift to a tendercompetitive bidding (or “tender”) based supply model within the German generic pharmaceutical market, as most prominently evidenced by the announcement of a large competitive bidding (or “tender”) process by the Allgemeine Ortskrankenkassen (“AOK”), the largest German statutory health insurance fund (“SHI fund”). In addition, there was a continuing decrease in prices of pharmaceutical products and an increased quantity of discount contracts being negotiated with other SHI funds.

In the AOK tender, we were awarded 8 products (with 33 contracts) covering AOK-insured persons in various regions within Germany, which represented 17% of the overall volume of the products covered by the AOK tender. betapharm was among the top three companies in terms of number of contracts awarded. While our future sales volumes are expected to increase for the products awarded to us under the AOK tender, we expect that our overall profit margins under the AOK tender arrangement will be significantly lower due to decreased prices per unit of product. Also, the products awarded to us in the AOK tender did not include products which we consider to be our key products.
Due to these developments, as at March 31, 2009, we tested the carrying value of our product related intangibles and goodwill for impairment. The impairment test resulted in our recording an impairment loss on certain product related intangibles amounting to Rs.3,167 million and impairment loss of Rs.10,856 million on goodwill of the betapharm cash generating unit during the year ended March 31, 2009. Furthermore, due to the above adverse market developments and consequential impairment losses recorded by us in our betapharm cash generating unit, we also reviewed the useful life of our indefinite life intangible asset trademark/brand —‘beta’ and revised it to 12 years.
During the year ended March 31, 2010, the shift to a tender based supply model continued in the German generics market, with increasing tender activity by a number of statutory health insurance funds (“SHI funds (in addition to AOK)funds”). The SHI funds opted for tenders to a greater degree than we had anticipated during the year ended March 31, 2009. The final results of a majority of these tenders were announced, with a lower than anticipated success rate for betapharm. As a result of the increasing usage of tender processes by SHI funds, we expect that the contracts awarded in tenders are likely to account for a significant portion of future sales in the German generic pharmaceutical market, at a rate which is comparatively higher than the assumptions we had made earlier during the year ended March 31, 2009.
Due to such market conditions, we have reassessed the impact of these tenders on our future forecasted sales and profits.profits during the year ended March 31, 2010. As a result of this re-evaluation, the carrying amounts of both the product related intangibles and the betapharm cash generating unit were determined to be higher than their respective recoverable amounts. Accordingly, an impairment loss of Rs.2,112LOGO 2,112 million for the product related intangibles and Rs.6,358LOGO 6,358 million for the betapharm cash generating unit has beenwas recognized in our income statement.statement during the year ended March 31, 2010. Of the impairment loss pertaining to the betapharm cash generating unit, Rs.5,147LOGO 5,147 million has beenwas allocated to the carrying value of goodwill during the year ended March 31, 2010, thereby impairing the entire carrying value. The remaining Rs.1,211LOGO 1,211 million has beenwas allocated to the trademark/brand — ‘beta’brand—‘beta’, which forms a significant portion of the intangible asset value of the betapharm cash generating unit.
unit, during the year ended March 31, 2010.

To offset the impact of reduced prices on betapharm’s profitability, we increased the proportion of betapharm’s products sourced from Indian manufacturing facilities, restructured betapharm’s work force (terminating approximately 200 employees during the year ended March 31, 2010) and reduced betapharm’s selling, general and administrative expenses to achieve a more sustainable structure in light of the current tender-based model and economic climate in Germany.

During the year ended March 31, 2012, there were further changes in the German generic pharmaceutical market that are expected to adversely impact the future operations of our German subsidiary, betapharm. Among other things, there was a reference pricing review that resulted in a reduction of the government mandated price of certain of betapharm’s products, which is expected to adversely affect betapharm’s sales margins. In addition, one of the key SHI funds, Barmer GEK, announced a large sales tender which is expected to cause significant impact on the price realization of some of the key products of betapharm.

We reassessed the impact of these changes on our future forecasted sales and profits, and as a result of this re-evaluation, the carrying amounts of certain product related intangibles were determined to be higher than their recoverable amounts. Accordingly, an impairment loss ofLOGO 1,022 million was recognized in our income statement for the year ended March 31, 2012.

Other markets of our Global Generics segment

In March 2009, we announced a realignment of our Global Generics segment’s strategy for finished dosages to focus on certain key geographies, and that we would gradually exit from some of our very small, distributor driven markets. During the year ended March 31, 2010, we exited from all such small, distributor driven markets. The markets we exited accounted for less than 1% of our total company revenues.

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The realignment resulting from this exit from small, distribution driven markets represents an important new focus in our Global Generics segment. Not only has this realignment resulted in consolidation and reduction in complexity of our operations, it has also enabled us to significantly enhance our customer service and to increase our market share in the key geographies where we already have a considerable presence.
Our revenues from other markets of this segment were Rs.2,868 million in the year ended March 31, 2010, as compared to Rs.1,959 million in the year ended March 31, 2009. The other keyOther significant markets of our Global Generics segment include Venezuela, South Africa New Zealand, Brazil, Myanmar, Jamaica, Sri Lanka and Vietnam.
Our revenues from Venezuela were Rs.1,005 million in the year ended March 31, 2010, as compared to Rs.639 million in the year ended March 31, 2009, with such increase primarily due to increases in both sales volumes and price. The increase in prices was largely attributable to Venezuela’s high inflation rates during these periods.
In South Africa, we operate through a joint venture, with a controlling interest of 60% in the venture. Our revenues from this country were Rs.444 million in the year ended March 31, 2010, as compared to Rs.285 million in the year ended March 31, 2009. This increase in revenues was primarily due to an increase in sales volumes of our key brand Omez, our brand of omeprazole, as well as the launch of two new products, moxifloxacin and desloratidine.
In Australia, during the year ended March 31, 2010 we received approvals for three new products, amlodipine, terbinafine and risperidone, and commenced selling the latter two products. In Australia, we operate through Dr. Reddy’s Laboratories (Australia) Pty Ltd. which, in past years, was a joint venture in which we owned a 70% equity interest. During the year ended March 31, 2010, we acquired the remaining 30% stake in such joint venture from the minority equityholders, and it is now our wholly-owned subsidiary.
Australia.

GSK Alliance

During the year ended March 31, 2010, we entered into a strategic partnership with GlaxoSmithKline plc (“GSK”) to develop and market select products across emerging markets outside India. This partnership will expand our reach in emerging economies, and leverage our product portfolio and process development strengths across our Generic business and Differentiated Formulations business with GSK’s market knowledge and presence in such markets. The products will be manufactured by us, and will be licensed and supplied to GSK in markets such as Latin America, Africa, the Middle East and Asia Pacific, excluding India. In view

Japan Alliance

During the year ended March 31, 2012, we signed a Memorandum of Understanding with Fujifilm Corporation (“Fujifilm”) to enter into an exclusive partnership in the generics drug business for the Japanese market and to establish a joint venture in Japan. Fujifilm Corporation will own 51% of the time requiredjoint venture and the 49% balance will be owned by us. This joint venture will develop, manufacture and promote competitive and high quality generic drugs utilizing both Fujifilm Corporation’s advanced quality control technologies and our expertise in cost competitive production technologies.

Japan is the world’s second largest pharmaceutical market (approximately $97 billion at consumer price level, according to fileIMS Health). The generics market in Japan is estimated to be approximately $11.6 billion and is characterized by low penetration—only approximately 23% of Japanese prescription drug sales by volume are generics products, as compared to approximately 70% in the dossiers in various markets, to obtain their approval from the respective authorities and to launch the products, this allianceUnited States. The Japanese generics market is expected to makegrow significantly over the coming years as a meaningful contributionresult of macroeconomic factors such as the rapidly aging population and increasing healthcare funding gap. The proposed joint venture is expected to start contributing to our revenues only after a period of twothree to threefour years.

Global Generics Manufacturing and Raw Materials

Manufacturing for our Global Generics segment entails converting active pharmaceutical ingredients (“API”) into finished dosages. We have sevenAs of March 31, 2012, we had nine manufacturing facilities sixwithin this segment. Seven of whichthese facilities are located in India and two are located in the other of which is in Shreveport,United States (Shreveport, Louisiana United States.and Bristol, Tennessee;). We also have one packingpackaging facility in the United Kingdom. Two of the Indian facilities, one each at Hyderabad and VizagVishakapatnam, are United States Food and Drug Administration (“U.S. FDA”) compliant and German drug regulator Bundesinstitut für Arzneimittel und Medizinprodukte (also known as “BfARM”) compliant. Two of the facilities in Hyderabad, India are also U.S. FDA compliant.approved by the United Kingdom Medicines and Health Care Products Regulatory Agencies (“MHRA”) in addition to approvals from other regulated markets. During the year ended March 31, 2010, the two facilities2012, one facility in India and the one in Louisiana were inspected and approved by the U.S. FDAFDA. These facilities are designed in accordance with current Good Manufacturing Practice (“cGMP”) requirements and there were no major open audit observations.are used for the manufacture of tablets, hard gelatin capsules, injections, liquids and creams for sale in India as well as other markets. The manufacturing site in Vizag,Vishakapatnam, India is a state of the art facility for the manufacture of injectable form and potentsolid oral products. The VizagVishakapatnam facility has satisfactorily passed inspection by the National Health Surveillance Agency (also known as “ANVISA”) of Brazil, the German BfARM and the U.S. FDA). All our overseas sites are approved by the German drug regulator BfArM. Theserespective regulatory bodies in the jurisdictions where they are located. All these facilities manufacture products in line with cGMP and the requirements of the countries where they are designed in accordance with Good Manufacturing Practice (“GMP”) requirements and are used for the manufacture of tablets and hard gelatin capsules, for sale in India as well as regulated and highly regulated markets.

located.

We manufacture most of our finished products at these facilities and also use third-partycontract manufacturing facilitiesarrangements as we determine necessary. We also purchasesource some products from approved third parties based on the necessity and requirement of our markets. For each of our products, we endeavorcontinue to identify, upgrade and develop alternate suppliersvendors as part of ourrisk mitigation and continual improvement.

The ingredients for the manufacture of the finished products are sourced from in-house API manufacturing facilities and from vendors, both local and foreign. Each of these vendors undergo a thorough assessment as part of the processes applicable to our products.

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For the manufacturing of products intended to be sold in highly regulated markets, suchvendor qualification process before they qualify as the United States, Europe, Australia, New Zealand, South Africa and Brazil, we are required to identify the suppliers of active raw materials for our products in the drug applications and dossiers. If raw materials for a particular product become unavailable from an approved source specified in a drug application, we are required to qualify a substitute supplier with the regulatory authorities, which could interrupt the manufacturing of the affected product. To the extent practicable, wesource. We attempt to identify more than one supplier in each drug application or make plans for alternate vendor development from time to time, considering the supplier’s history and future product requirements. However, some raw materials are available only from a single source and, in some of our drug applications, only one supplier of raw materials has been identified, even in instances where multiple sources exist. In addition, we obtain a significant portion of our inactive pharmaceutical ingredients from foreign suppliers. Arrangements with international raw material suppliers are subject to, among other things, respective country regulations, various import duties and other government clearances.
In addition to

The prices of our manufacturing facilities within India, we have manufacturing facilities overseas (such asraw materials generally fluctuate in line with commodity cycles, though the prices of raw materials used in our facilities at Beverley, United KingdomGenerics business are generally more volatile. Raw material expense forms the largest portion of our operating expenses. We evaluate and Shreveport, Louisiana, USA) along with contract manufacturing sites. All these sites are approved by the respective regulatory bodies in the jurisdictions where they are located. In Germany, betapharm’s products are mainly manufactured atmanage our facilities in Indiacommodity price risk exposure through our operating procedures and through some contract manufacturers at third party locations. We intend to continue shifting the manufacturing of betapharm products to our facilities in India. sourcing policies.

The logistics services for storage and distribution in the United States, Germany and Russia are outsourced to a third party service provider.

Manufacturing of finished dosages for less regulated markets is also subject to strict quality and contamination controls throughout the manufacturing process.

We manufacture formulations in various dosage forms including tablets, capsules, injections, liquids and creams. These dosage forms are then packaged, quarantined and subject to stringent quality tests, to assure product quality before release into the market. We manufacture our key brands for our Indian markets at our facilities in Baddi, Himachal Pradesh, and Yanam, Pondicherry, to take advantage of certain fiscal benefits offered by the Government of India, which include partial exemption from income taxtaxes and excise duty, in the case of Baddi, Himachal Pradesh, and exemption from income tax, in the case of Yanam, Pondicherry,duties for a specified period.

All pharmaceutical manufacturers that sell products in any country are subject to regulations issued by the Ministry of Health (“MoH”) (or its equivalent) of the respective country. These regulations govern, or influence the testing, manufacturing, packaging, labeling, storing, record-keeping, safety, approval, advertising, promotion, sale and distribution of products. Our facilities and products are periodically inspected by various regulatory authorities such as the U.S. FDA,FDA), the U.K. MHRA, the South African Medicines Control Council , the Brazilian ANVISA, the Romanian National Medicines Agency, the Gulf Co-operation Council group, the Ministry of Health of Kirgystan and the local World Health Organization, all of which have extensive enforcement powers over the activities of pharmaceutical manufacturers operating within their jurisdiction.

Product Transfers and Capacity Expansion

To meet growing demand in regulated markets, we are in the process of makingobtaining approvals from the U.S. FDA for products from one of ouradditional finished dosage facilitiesfacility currently serving branded markets U.S. FDA compliant.emerging markets. This will ease the manufacturing pressure and optimize the capacities across our plants. Furthermore, weWe are also in the process of expanding our existing facilities and setting up new manufacturing facilities. We have already acquired 9.22 acresfacilities, including a plant which is part of land at Baddi, Himachala Special Economic Zone in Devunipalavalasa, Srikakulam, Andhra Pradesh, India to set up a finished dosages plant. This will be our second facility at Baddi.

Shreveport Expansion
In July 2010, we entered in to an agreement with the state of Louisiana, in the United States of America, to expand our Shreveport operations with tax incentives and support from the state and local governments. The project aims to retain over 161 jobs while adding approximately 73 new jobs, and represents a capital investment of up to U.S.$16.5 million.
The plans to expand the scope and scale of our Shreveport facility are driven by a combination of several factors including, among other considerations, the strategic fit of the products and capabilities of the site with our corporate growth objectives, the work ethic of the people of North Louisiana, and the state and local tax incentives offered to us.
The 300,000-square-foot Shreveport facility is the largest producer of silver sulfadiazine cream and the second-largest producer of ibuprofen for the North American market. This planned expansion will allow us to support multiple new products at the site.

India.

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Pharmaceutical Services and Active Ingredients Segment (“PSAI”)

Our PSAI segment accounted for 29%25% of our total revenues for the year ended March 31, 2010.2012. This segment includes active pharmaceutical ingredients and intermediates (“API”), also known as active pharmaceutical products or bulk drugs, which are the principal ingredients for finished pharmaceutical products. This segment also includes contract research services and the manufacture and sale of API and steroids in accordance with specific customer requirements.

API becomebecomes finished pharmaceutical productsproduct when the dosages are fixed in a form ready for human consumption (such as a tablet, capsule or liquid) using additional inactive ingredients. We produce and market more than 100 different APIs in numerous markets. We export API to emerging markets, as well as developed markets, covering more than 80 countries. Our principal markets in this business segment include North America (the United States and Canada) and Europe. Our PSAI segment’s API business is operated independently from our Global Generics segment and, in addition to supplying API to our Global Generics segment, our PSAI segment sells API to third parties for use in creating generic products, subject to any patent rights of other third parties. Our PSAI segment’s API business also manufactures and supplies all of the API requirements of our pharmaceutical services business. The research and development group within our API business contributes to our business by creating intellectual property (principally with respect to novel and non-infringing manufacturing processes and intermediates), providing research intended to reduce the cost of production of our products and developing approximately 15-20 new products every year.

The pharmaceutical services (contract research and manufacturing) arm of our PSAI segment was established in 2001 to leverage our strength in process chemistry to serve the niche segment of the pharmaceutical and fine chemicals industry. Over the years, our business strategy in this area has evolved to focus on the marketing of process development and manufacturing services. Our objective is to be the preferred partner for innovator pharmaceutical companies, providing a complete range of services that are necessary to take their innovations to the market speedily and more efficiently. The focus is to leverage our skills in process development, analytical development, formulation development and Current Good Manufacturing Practice (“cGMP”) manufacturing to serve various needs of innovator pharmaceutical companies. We have positioned our PSAI segment’s Custom Pharmaceutical Services business to be the partner of choice for large and emerging innovator companies across the globe, with service offerings spanning the entire value chain of pharmaceutical services.

Sales, Marketing and Distribution

Emerging Markets.India is an important emerging market, accounting for 13%15% of the PSAI segment’s revenues in the year ended March 31, 2010.2012. In India, we market our API products to Indian and multinational companies, many of whom are also our competitors in our Global Generics segment. In India, our top six products are ciprofloxacin, ranitidine, ramipril, losartan potassium, clopidogrel and naproxen. The market in India is highly competitive, with severe pricing pressure and competition from cheaper Chineseforeign imports in several products.

In India, our sales team works closely with our sales agents to market our products. We market our products through these sales agents, commonly referred to as “indenting agents,” with a focus on regional sales and marketing. The sales are made directly from the factory.

Our sales to other emerging markets were Rs.7,433LOGO 6,865 million for the year ended March 31, 2010.2012. Our other key emerging markets include Israel, Turkey,Brazil, Mexico, South Korea Brazil, Bangladesh, Iran, Malaysia, Argentina, Saudi Arabia, China, Egypt, Jordan, Syria, Australia, Chile, Thailand, South Africa, Taiwan and Indonesia.Japan. While we work through our agents in these markets, our zonal marketing managers also interact directly with our key customers in order to service their requirements. Our strategyfocus is to buildon building relationships with top customers in each of these markets and partnerpartnering with them in product launches by providing timely technical and analytical support.

Developed Markets.Our principal markets are North America (the United States and Canada) and Europe. In the United States and Europe, over the next two to three years,patent protection for a large number of high value branded pharmaceutical products are expectedexpired in the years ended March 31, 2011 and 2012. This opened the market to generic products that sourced their API from our PSAI segment. We expect our API division to show growth in the coming years due to continued growth in our current API product portfolio as well as new opportunities from our pipeline of other API products used in branded formulations that will lose patent protection providing growth opportunities for our API business. We have been marketing API in the United States for over a decade.coming years. We market through our subsidiaries in the United States and Europe. These subsidiaries are engaged in all aspects of marketing activity and support our customers’ pursuit of regulatory approval for their products, focusing on building long-term relationships with the customers.

With respect to API,

In our PSAI segment, we filed 3668 DMFs worldwide in the year ended March 31, 2010, 192012, of which 14 were filed in the United States, 56 were filed in Canada 8 in Europe and 448 were filed in other countries. With these filings, we have a total of 156 U.S. DMFs filed as of March 31, 2010. Also, as of March 31, 2010, we had2012 our PSAI segment has filed 91 DMFs in Europe and had 31 certificates of suitability granted by European authorities.

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Including our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India), as of March 31, 2010, we have made a total of 378 filings worldwide.543 DMFs worldwide including 187 DMFs in the United States and 152 DMFs in Europe. For most of these, we are either already supplying commercial quantities or development quantities of API to various generic formulators.
In addition, our PSAI segment also has 42 certificates of suitability granted by European authorities as of March 31, 2012.

For our custom pharmaceutical services line of business, we have focused business development teams dedicated to our key geographies of North America (the United States and Canada), the European Union and Asia Pacific. These teams target large and emerging innovator companies to build long-term business relationships focused on catering to their outsourcing needs.

Manufacturing and Raw Materials

The infrastructure for our PSAI segment consists of six U.S. FDA-inspected plants in India, a U.S. FDA-inspected plant in Mexico, a U.S. FDA-inspected plant in Mirfield, United Kingdom and three technology development centers, two of which are in Hyderabad, India and one of which is in Cambridge, United Kingdom.

India. All of the facilities in India are located in the state of Andhra Pradesh. With over 840 reactors of different sizes offering 2.6 million liters of reaction volume annually, we have the flexibility to produce quantities that range from a few kilograms to several metric tons. We are also in the process of setting up a new manufacturing facility which is part of a Special Economic Zone located in Devunipalavalasa, Srikakulam Andhra Pradesh, India. The manufacturing process consumes a wide variety of raw materials that we obtain from sources that comply with the requirements of regulatory authorities in the markets to which we supply our products. We procure raw materials on the basis of our requirement planning cycles. We utilize a broad base of suppliers in order to minimize risk arising from dependence on a single supplier. We also source several APIs from third party suppliers for the emerging markets to optimally utilize our in-house manufacturing capacities for the developed markets, which are more profitable relative to the emerging markets. During the year ended March 31, 2010,2012, approximately 6%11% of our total API revenues resulted from sales of API procured from third-party suppliers. We maintain stringent quality controls when procuring materials from third-party suppliers.

Our API outsourcing activities were improved during the year ended March 31, 2010 as a result

The prices of a new initiative to strengthen our relationships with our API vendors, who we view as our business partners, through a dedicated quality assurance team. This initiative has helped us maintain a strong and sustaining supply chain. Inraw materials generally fluctuate in line with commodity cycles, although the prices of raw materials used in our philosophy of ensuring that ouractive pharmaceutical ingredients business partners grow with us, we have implemented a strong infrastructure to improveare generally more volatile. Raw material expense forms the performancelargest portion of our partners, both in volumecost of revenues. We evaluate and quality. This includes a dedicated team of professionals frommanage our technical, qualitycommodity price risk exposure through our operating procedures and commercial teams working with the partners, as well as a dedicated quality laboratory and a development laboratory. This has further helped us to mitigate risks due to single source and quality related issues. During the year ended March 31, 2010, two of our manufacturing facilities in India were inspected by U.K. MHRA and there were no major audit observations.

sourcing policies.

Mexico. Our U.S. FDA inspectedmanufacturing plant in Cuernavaca, Mexico (the “Mexico facility”) was acquired from Roche during the year ended March 31, 2006. In addition to manufacturing the active pharmaceutical ingredients naproxen and naproxen sodium and a range of intermediates, the Mexico facility synthesizes steroids for use in pharmaceutical and veterinary products. During

Following the year endedU.S. FDA’s inspection of the Mexico facility in November 2010, the U.S. FDA issued a Form 483 with 12 observations. We timely responded to these observations. On June 3, 2011, the U.S. FDA issued a warning letter asking for additional data and corrective actions with respect to 4 of the 12 observations. Additionally, on June 28, 2011, the U.S. FDA posted on its website an import alert, or Detention Without Physical Examination (“DWPE”) alert. As a consequence of the DWPE alert, the Mexico facility is unable to export intermediates and active pharmaceutical ingredients, with the exemption of Naproxen and Naproxen Sodium, to U.S. customers, and we are unable to export to U.S. customers our generics products which include intermediates and active pharmaceutical ingredients from our Mexico facility, until such time as the concerns raised by the U.S. FDA in their warning letter are addressed to their satisfaction and the DWPE alert is lifted. Further details of the warning letter and the DWPE alert are available on the U.S. FDA website. We subsequently worked collaboratively with the U.S. FDA to resolve the matters contained in the warning letter. The U.S. FDA re-inspected the Mexico facility in March 31, 2010, this plant sold 45 metric tons of epoxide, as an intermediate,2012 and issued two observations on Form 483. We sent the U.S. FDA a timely response to Roche for use in creating treatments for the epidemic swine flu which is categorized as Severe Acute Respiratory Syndrome, or more commonly known as “SARS”.

two remaining observations, and are awaiting a reply and final report.

For our contract research services, we have well-resourced synthetic organic chemistry laboratories, analytical laboratories and kilo laboratories at our technology development centers at Miyapur and Jeedimetla in Hyderabad. We have added a new crystallization laboratory that enhances our technical capability to study finishing stages of API manufacturing and process safety.Hyderabad, India. Our chemists and engineers understand cGMP manufacturing and regulatory requirements for synthesis, manufacture and formulation of a NCE from the pre-clinical stage to commercialization. To complete the full value chain in development services, we also provide formulation development services. We now have facilities for pre-formulation and formulation development, analytical development, clinical trial supplies, pilot scale and product regulatory support. Larger quantities of APIs are sourced from API plants in India and Mexico.

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The Dowpharma Small Molecules business, which we acquired from The Dow Chemical Company in April 2008, continues to offer niche capabilities, such as biocatalysis, chemocatalysis and hydroformulation, to provide cost effective solutions for chiral molecules. We are leveraging the acquired business and intangibles (including customer contracts, associated API products, process technology and know-how, technology licensing rights, trademarks and other intellectual property) to provide services and products to our existing customers, as well as new customers. The approximately 80 employees who joined us as a part of the acquisition have been integrated within our business. The non-exclusive license to Dow’s Pfēnex Expression Technology™ for biocatalysis development, also acquired as part of the acquisition, continues to offer us opportunities to provide technology leveraged manufacturing services to innovators, including major global pharmaceutical companies. To further develop the acquired technologies and patents, during the year ended March 31, 2010 we commissioned a pharmaceutical grade mPEG alcohol manufacturing plant at our Cuernavaca facility in Mexico. We currently manufacture mPEG alcohols at our cGMP facility at Mirfield, United Kingdom. mPEG alcohols are the key raw materials for activated mPEGs, and are extensively used for pegylation with biologic drugs, and increasingly for peptides and small molecule pharmaceuticals. Consequently, during the year ended March 31, 2010, we launched our extensive range of activated mPEGs under the brand name “PEGtech”. Our contract research and manufacturing business is uniquely positioned in the market where it utilizes assets (both in terms of physical assets and technical know-how) of a vertically integrated pharmaceutical company and combines this with the service model which we built over the last few years.

Competition

The global API market can broadly be divided into highly regulated and less regulated markets. The less regulated markets offer low entry barriers in terms of regulatory requirements and intellectual property rights. The highly regulated markets, like the United States and Europe, have high entry barriers in terms of intellectual property rights and regulatory requirements, including facility approvals. As a result, there is a premium for quality and regulatory compliance along with relatively greater stability for both volumes and prices. During the year ended March 31, 2010,2012, the competitive environment for the API industry underwent significant changes. These changes included increasingcontinued to change due to increased consolidation in the global generics industry and vertical integration of some key generic pharmaceutical companies. As an API supplier, we compete with a number of manufacturers within and outside India, which vary in size. Our main competitors in this segment are Hetero Drugs Limited, Divi��sDivis Laboratories Limited, Aurobindo Pharma Limited, Ranbaxy Laboratories Limited, Cipla Limited, MatrixMylan Laboratories Limited, Sun Pharmaceutical Industries Limited and MSN Laboratories Limited, all based or operating in India. In addition, we experience competition from European and Chinese manufacturers, as well as from Teva Pharmaceuticals Industries Limited, based in Israel.

With respect to our custom pharmaceuticals business, we believe that contract manufacturing is a significant opportunity for Indian pharmaceutical companies, based on their strengths of a skilled workforce and a low-cost manufacturing infrastructure. Key competitors in India include Divis’sDivis Laboratories Limited, Dishman Pharmaceuticals & Chemicals Limited, Jubilant Organosys Limited and Nicholas Piramal India Limited. Key competitors from outside India include Lonza Group, Koninklijke DSM N.V., Albany Molecular Research, Inc., Patheon, Inc. and Cardinal Health, Inc. We distinguish ourselves from our key competitors by offering a wider range of cost effective services spanning the entire pharmaceutical value chain. Growth in contract manufacturing is likely to be driven by increasing outsourcing of late-stage and off-patent molecules by large pharmaceutical companies to compete with generics. India is emerging as an alliance and outsourcing destination of choice for global pharmaceutical companies. Companies such as Roche, Bayer, Aventis, Novartis, Eli Lilly, Merck Sereno and GlaxoSmithKline are all executing plans to make India the regional hub for API and supply of bulk drugs.

Government regulations

All pharmaceutical companies that manufacture and market products in India are subject to various national and state laws and regulations, which principally include the Drugs and Cosmetics Act, 1940, the Drugs (Prices Control) Order, 1995, various environmental laws, labor laws and other government statutes and regulations. These regulations govern the testing, manufacturing, packaging, labeling, storing, record-keeping, safety, approval, advertising, promotion, sale and distribution of pharmaceutical products.

In India, manufacturing licenses for drugs and pharmaceuticals are generally issued by state drug authorities. Under the Drugs and Cosmetics Act, 1940, the state drug administration agencies are empowered to issue manufacturing licenses for drugs if they are approved for marketing in India by the Drug Controller General of India (“DCGI”). Prior to granting licenses for any new drugs or combinations of new drugs, the DCGI clearance has to be obtained in accordance with the Drugs and Cosmetics Act, 1940.

Our PSAI segment is subject to a number of government regulations with respect to pricing and patents as discussed below in our Global Generics segment.

42


We submit a DMF for active pharmaceutical ingredients to be commercialized in the United States. Any drug product for which an ANDA is being filed must have a DMF in place with respect to a particular supplier supplying the underlying API. The manufacturing facilities are inspected by the U.S. FDA to assess compliance with Current Good Manufacturing Practice regulations (“cGMP”). The manufacturing facilities and production procedures utilized at the manufacturing facilities must meet U.S. FDA standards before products may be exported to the United States. Eight of our manufacturing facilities are inspected and approved by the U.S. FDA. For European markets, we submit a European DMF and where applicable, obtain a certificate of suitability from the European Directorate for the Quality of Medicines.

Proprietary Products Segment

Our Proprietary Products segment involves the discovery of new chemical entities and differentiated formulations for subsequent commercialization and out-licensing. It also involves our dermatology focused specialty pharmaceuticals business which launched sales and marketing operations for in-licensed dermatology products in the year ended March 31, 2009.

operated through Promius™ Pharma.

During the year ended March 31, 2010,2012, we completed the transition ofleveraged our drug discovery operations at Hyderabad, India, and transferred most of our fixed cost assets, research laboratories and scientific and support staff to Aurigene Discovery Technologies Limited (“Aurigene”), one of our wholly-owned subsidiaries, while retaining all the intellectual property with our parent company. We also created a semi-virtual research and development groupmodel to continueexpand our efforts towards developing not only new chemical entities, but also novelportfolio of drug discovery, differentiated formulations.and specialty formulations programs. This reorganization helped us to significantly reduce our fixed costs, and provided us with flexibility to collaboratewas achieved by efficiently collaborating with discovery biotechnology companies including Aurigene, to tapand service providers, and tapping their expertise in the niche areas of our interest. This will ensure effective management of our ongoing and future drug discovery and differentiated formulations programs. This research and development group has started workingWe also successfully progressed towards building oura sustainable mix of proprietary, branded research and development portfolio in collaboration with various partners and service providers, including Aurigene. As part of the reorganization, we also closed our research facility in Atlanta, Georgia in the United States of America, and the intellectual property of our drug discovery operations arising out of Atlanta are being transferred to this new research and development group.

significantly reduced fixed costs.

Proprietary Products business

In our Proprietary Products segment, we actively pursue discoveryour business model focuses on building a pipeline in the therapeutic areas of pain management, dermatology and development of new molecules, sometimes referred to as “New Chemical Entities” (or “NCEs”) and differentiated formulations. infectious diseases.

Our research and development programs focus onefforts have a unique “medicines-to-molecules” approach to product development. In this approach, we leverage in an integrated manner the disciplines of biology, chemistry, drug delivery, clinical development, regulatory and commercial positioning to construct novel differentiated formulations and NCEs.

We follow a hybrid research and development model, both in-house and virtual (i.e., operations are outsourced, subject to our retention of strategic and project management functions), with the following therapeutic areas:

core principles:

Metabolic disorders;
Cardiovascular disorders;
Bacterial infections; and
Pain

develop creative research and inflammation.development investment models and partnerships to tap external innovation focused on leveraging, rather than replicating, unique core competencies;

select assets based on potential for early risk mitigation, both with respect to product development and commercialization; and

leverage knowledge and presence in emerging markets (especially India) to maximize cost advantage.

Our principal research laboratory is based in Hyderabad, India. As of March 31, 2010,2012, we employed a total of 4775 scientists, including approximately 1214 scientists who held Ph.D. degrees, across all of this segment’s locations. For NCEs, weWe pursue an integrated research strategy through a mix of translational, formulation and analytical research at our laboratories, focusinglaboratories. Our research strategy focuses on discovery of new molecular targets, and the designdesigning of screening assays to screen for promising lead molecules, followed by selection and optimization of lead molecules and further clinical development of those optimized leads. For differentiated formulations, we are focusing on developing novel formulations of currently marketed drugs or combinations thereof to address unmet medical needs.

While we continue to seek licensing and development arrangements with third parties to further develop our productsproduct pipeline, we also conduct clinical development of some candidate drugs ourselves, which will enable us to derive higher value for our products. Our goal is to balance internal development of our own product candidates with in-licensing of promising compounds that complement our strengths. We also pursue licensing and joint development of some of our lead compounds with companies looking to implement their own product portfolio.

43

Pipeline Status


Alliances and Partnerships
In September 2005,As of March 31, 2012, we entered into a co-development and commercialization agreement with Denmark based Rheoscience A/S forhad 29 active products in our Proprietary Products pipeline, of which 7 were in clinical development. Since repositioning our research activities in the joint development and commercialization of Balaglitazone (DRF 2593), a partial PPAR-gamma agonist, for the treatment of type 2 diabetes. In the yearyears ended March 31, 2009 and 2010, our Proprietary Products segment has focused its efforts towards developing drugs to meet key unmet clinical needs. We have built a pipeline of assets that we agreed with Rheoscienceexpect to amendproduce a steady stream of Investigational New Drugs (“INDs”) in the termscoming years. The details of this agreement. Under the terms of the amended agreement, we and Rheoscience will share costs for Phase III development according to certain pre-determined formulas. The parties will also share eventual revenues, whether from direct sales of products by either party or from third parties who may be responsible for marketing the product in certain countries. The agreement is valid for a period of ten years from the date of commercialization. We retain the right to supplyour Proprietary Products segments clinical development and commercial quantitiescandidates as of the requisite active pharmaceutical ingredients on an arm’s length basis to all parties that commercialize DRF 2593. DRF 2593 commenced the first Phase III clinical trials in August 2007, which was completed in December 2009. The future strategy with respect to this molecule is currently being developed. In order to obtain approval from either the U.S. FDA or its European counterpart, the European Medicines Agency, many Phase III clinical trials will be required to be conducted over several years (the precise duration of which will be decided by the applicable regulatory authorities, after reviewing some of our Phase III clinical trials data).
In March 2009, we filed an Investigational New Drug (“IND”) application for DRL 17822, a selective inhibitor of cholesterylester transfer protein (or “CETP”), for the treatment of dyslipidemia, atherosclerosis and associated cardiovascular diseases. The compound showed potent elevation in high-density lipoprotein (or “HDL”) cholesterol and reduction of atherosclerotic plaques in animals, and has a clean safety profile in preclinical studies. Two out of three Phase I studies under an integrated protocol for this IND have been completed, and the third one is underway.
In March 2009 and May 2009, we filed IND applications for DRL 21994 and DRL 21995, respectively, for the treatment of dyslipidemia. The Phase I study on DRL 21995 has been completed and the results are being analyzed for further development. We have not yet started the Phase I studies for DRL 21994. The decision with respect to the strategy for this molecule going forward will be made after completing the analysis of Phase I data for DRL 21995.
During the year ended March 31, 2010, we completed the lead optimization for DRL 19440 for the treatment of bacterial infections. We2012 are currently evaluating the commercial and licensing opportunities for this molecule.
In September 2006, we entered into an agreement with ClinTec International for the joint development of an anti-cancer compound, DRF 1042, belonging to the topoisomerase inhibitors class of compounds for use as potential treatment of various types of cancer. Phase I studies in India have been completed, although additional long-term toxicology studies are required in order to support Phase II clinical studies. Phase II studies are anticipated to commence once these additional toxicology studies are completed. The agreement is structured such that territories are split between us and ClinTec International, with milestones and royalties flowing between the parties based on successes achieved in their respective territories. In the quarter ended March 31, 2009, this agreement was restructured such that we ceased to be a joint development partner and Clintec International and its affiliates were given an option to in-license the product by a specific date. In order to exercise this option, ClinTec International was required to pay us an agreed initial amount plus certain milestone payments which were subject to achievement of specified development, launch and sales thresholds in the future. During the year ended March 31, 2010, ClinTec International advised us of their inability to arrange funding for such an in-licensing deal and, as a result, the joint development agreement was terminated and we retained all rights to DRF 1042. We are currently in the process of determining our future strategy for this molecule.
As part of our research program, we periodically enter into collaborations with leading institutions and laboratories. For example, we have collaborated with the National Cancer Institute in Maryland, which is a part of the United States National Institutes of Health. In February 2006, we entered into an agreement with Argenta Discovery Limited (“Argenta”) for the joint development and commercialization of a novel approach to the treatment of Chronic Obstructive Pulmonary Disease (“COPD”). Under the terms of the agreement, the parties agreed to collaborate to identify clinical candidates from a certain class of our compounds for use as potential treatments for COPD. Both parties agreed to jointly develop the selected candidates from the pre-clinical stage up to Phase IIa (proof-of-concept). Upon successful completion of a Phase IIa trial, the parties may either license-out the candidate for further development and commercialization to a larger pharmaceutical company or continue the further co-development and commercialization themselves. We and Argenta had agreed to fund the joint collaboration up to proof-of-concept and share the development expenses equally and profits at a predetermined ratio. A molecule candidate was identified that could be developed for COPD, and Phase I studies were conducted on this molecule. Based on the results, we decided not to pursue this molecule further and we subsequently terminated the collaborative research contract with Argenta.
follows:

 

44


Our investments into research and development of NCEs and differentiated formulations have been consistently focused towards developing promising therapeutics. The compounds currently under active development in our pipeline include:
Compound  Therapeutic Area  Status  Remarks
Development
CompoundTherapeutic AreaStatuspartnerRemarks
DRF 2593

DRL 17822

  Metabolic disorders/cardiovascular disorders  Phase IIIII  RheoscienceTargeting dyslipidemia / atherosclerosis

DRL-NAB-P2*

OnchomycosisPhase III  In Phase III clinical testing
for type 2 diabetesonchomycosis

DRL-NAB-P5

  Psoriasis  
DRL 17822Metabolic disorders/
Cardiovascular (lipid) disorders
Phase IN/AClinical  Targeting dyslipidemia and atherosclerosispsoriasis
DRF 1042OncologyPhase IN/ATargeted for solid tumors
DRL 21994Cardiovascular (lipid) disordersPhase IN/ATargeted for dyslipidemia
DRL 21995Cardiovascular (lipid) disordersPhase IN/ATargeted for dyslipidemia
DRL 19440

DFA-02

  Anti-infectives  Preclinical
DevelopmentClinical
  N/ATargeting bacterial infections

DFA-03

  Targeted forAnti-infectivesClinicalTargeting bacterial infections

DFP-02

MigraineClinicalTargeting migraine

DFP-03

PainClinicalTargeting pain

*

The Phase III study on DRL-NAB-P2 was terminated in the quarter ended June 30, 2012 because the interim analysis of the blinded clinical trial data showed a lack of efficacy.

Patents. The status of ourOur Proprietary Products segment had the following patents filed and issued as of March 31, 2010 is summarized below:

                     
  USPTO(1)  USPTO(1)  PCT(2)  India  India 
Category (Filed)  (Granted)  (Filed)  (Filed)  (Granted) 
Anti-diabetic  85   14   61   117   44 
Anti-cancer  18   10   14   45   15 
Anti-bacterial  8   5   10   22   4 
Anti-inflammation/Cardiovascular  40   19   28   21   1 
Anti-ulcerant  1   1      1    
Miscellaneous  4   1   3   23   8 
                
TOTAL
  156   50   116   229   72 
                
2012:

Category

  USPTO(1)
(# Filed)
   USPTO(1)
(# Granted)
   PCT(2)
(# Filed)
   India
(# Filed)
   India
(# Granted)
 

Anti-diabetic

   85     17     62     117     45  

Anti-cancer

   18     11     14     45     15  

Anti-bacterial

   8     7     10     22     4  

Anti-inflammation/cardiovascular

   40+2(provisional)     20     29     21     3  

Anti-ulcerant

   1     1     —       1     —    

Miscellaneous

   4     1     3     23     8  

Differentiated formulations

   3+5(provisional)     —       6     2+7(provisional)     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL

   166     57     124     238     75  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)

“USPTO” means the United States Patent and Trademark Office.

(2)

“PCT” means the Patent Cooperation Treaty, an international treaty that facilitates foreign patent filings for residents of member countries when obtaining patents in other member countries.

45


Stages of Testing Development.The stages of testing required before a pharmaceutical product can be marketed in the United States are generally as follows:

Stage of

Development

  
Stage of
DevelopmentDescription
Preclinical  Animal studies and laboratory tests to evaluate safety and efficacy, demonstrate activity of a product candidate and identify its chemical and physical properties.
Phase I  Clinical studies to test safety and pharmacokinetic profile of a drug in humans.
Phase II  Clinical studies conducted with groups of patients to determine preliminary efficacy, dosage and expanded evidence of safety.
Phase III  Larger scale clinical studies conducted in patients to provide sufficient data for statistical proof of efficacy and safety.

For ethical, scientific and legal reasons, animal studies are required in the discovery and safety evaluation of new medicines. Preclinical tests assess the potential safety and efficacy of a product candidate in animal models. The results of these studies must be submitted to the U.S. FDA as part of an Investigational New Drug (“IND”) application before human testing may proceed.

U.S. law further requires that studies conducted to support approval for product marketing be “adequate and well controlled.” In general, this means that either a placebo or a product already approved for the treatment of the disease or condition under study must be used as a reference control. Studies must also be conducted in compliance with good clinical practice requirements, and adverse event and other reporting requirements must be followed.

The clinical trial process can take five to ten years or more to complete, and there can be no assurance that the data collected will be in compliance with good clinical practice regulations, will demonstrate that the product is safe or effective, or, in the case of a biologic product, pure and potent, or will provide sufficient data to support U.S. FDA approval of the product. The U.S. FDA may place clinical trials on hold at any point in this process if, among other reasons, it concludes that clinical subjects are being exposed to an unacceptable health risk. Trials may also be terminated by institutional review boards, which must review and approve all research involving human subjects. Side effects or adverse events that are reported during clinical trials can delay, impede, or prevent marketing authorization.

Competition

The pharmaceutical and biotechnology industries are highly competitive. We face intense competition from organizations such as large pharmaceutical companies, biotechnology companies and academic and research organizations. The major pharmaceutical organizations competing with us have greater capital resources, larger overall research and development staff and facilities and considerably more experience in drug development. Biotechnology companies competing with us may have these advantages as well.

In addition to competition for collaborators and investors, these companies and institutions also compete with us in recruiting and retaining highly qualified scientific and management personnel.

Government regulations

Virtually all pharmaceutical and biologics products that we or our collaborative partners develop will require regulatory approval by governmental agencies prior to commercialization. The nature and extent to which these regulations apply varies depending on the nature of the products and also vary from country to country. In particular, human pharmaceutical products are subject to rigorous pre-clinicalpreclinical and clinical testing and other approval procedures by the relevant regulatory agency. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary widely from country to country.

46


In India, under the Drugs and Cosmetics Act, 1940, the regulation of the manufacture, sale and distribution of drugs is primarily the concern of the state authorities while the Central Drug Control Administration is responsible for approval of new drugs, clinical trials in the country, establishing the standards for drugs, control over the quality of imported drugs, coordination of the activities of state drug control organizations and providing expert advice with a view of bringing about the uniformity in the enforcement of the Drugs and Cosmetics Act, 1940.

For marketing a drug in the United States, we or our partners will be subject to regulatory requirements governing human clinical trials, marketing approval and post-marketing activities for pharmaceutical products and biologics. Various federal and, in some cases, state statutes and regulations also govern or influence the manufacturing, safety, labeling, storage, record-keeping and marketing of these products. The process of obtaining these approvals and the subsequent compliance with applicable statutes and regulations is time consuming and requires substantial resources, and the approval outcome is uncertain.

Generally, in order to gain U.S. FDA approval, a company first must conduct pre-clinical studies in the laboratory and in animal models to gain preliminary information on a compound’s activity and to identify any safety problems. Pre-clinical studies must be conducted in accordance with U.S. FDA regulations. The results of these studies are submitted as part of an IND application that the U.S. FDA must review before human clinical trials of an investigational drug can start. If the U.S. FDA does not respond with any questions, a drug developer can commence clinical trials thirty days after the submission of an IND.

In order to eventually commercialize any products, we or our collaborator first will be required to sponsor and file an IND and will be responsible for initiating and overseeing the clinical studies to demonstrate the safety and efficacy that is necessary to obtain U.S. FDA marketing approval. Clinical trials are normally done in three phases and generally take several years but may take longer to complete. The clinical trials have to be designed taking into account the applicable U.S. FDA guidelines. Furthermore, the U.S. FDA may suspend clinical trials at any time if the U.S. FDA believes that the subjects participating in trials are being exposed to unacceptable risks or if the U.S. FDA finds deficiencies in the conduct of the trials or other problems with our product under development.

After completion of clinical trials of a new product, U.S. FDA marketing approval must be obtained. If the product is classified as a new pharmaceutical, we or our collaborator will be required to file a New Drug Application (“NDA”), and receive approval before commercial marketing of the drug. The testing and approval processes require substantial time and effort. NDAs submitted to the U.S. FDA can take several years to obtain approval and the U.S. FDA is not obligated to grant approval at all.

Even if U.S. FDA regulatory clearances are obtained, a marketed product is subject to continual review. If and when the U.S. FDA approves any of our or our collaborators’ products under development, the manufacture and marketing of these products will be subject to continuing regulation, including compliance with cGMP, adverse event reporting requirements and prohibitions on promoting a product for unapproved uses. Later discovery of previously unknown problems or failure to comply with the applicable regulatory requirements may result in restrictions on the marketing of a product or withdrawal of the product from the market as well as possible civil or criminal sanctions. Various federal and, in some cases, state statutes and regulations also govern or influence the manufacturing, safety, labeling, storage, record keeping and marketing of pharmaceutical products.

Our research and development processes involve the controlled use of hazardous materials and controlled substances. We are subject to federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of these materials and waste products.

47


Promius Pharma

Promius Pharma is our subsidiary in Bridgewater, New Jersey in the United States of America focusing on our U.S. Specialty Business — Business—i.e., development and sales of branded specialty products. It has a portfolio of in-licensed patented dermatology products and off-patent cardiovascular products. It also has an internal pipeline of dermatology products that are in different stages of development. Promius Pharma’s current portfolio contains innovative products for the treatment of seborrheic dermatitis, onychomycosis, acne, psoriasis and androgenic alopecia. It has commercialized three products: EpiCeram®, which is a skin barrier emulsion for the treatment of atopic dermatitis; Scytera,Scytera™, which is foam for the treatment of psoriasis; and Promiseb,Promiseb™, which is a cream for the treatment for seborrheic dermatitis. Over

During the last year since the business has been launched,ended March 31, 2012, Promius Pharma has been ablelaunched sales of Cloderm® (clocortolone pivalate 0.1%) in the United States pursuant to enter into successful partnershipsits collaboration agreement dated March 31, 2011 with companies such as Ceragenix, Foamix, Sinclair and AntaresCoria Laboratories Limited (a subsidiary of Valeant Pharmaceuticals International, Inc.). Cloderm® is a cream used for in-licensing of products. It alsotreating dermatological inflammation.

Promius Pharma leverages on our research, development and manufacturing facilities at Hyderabad, India. Promius Pharma also works with various third party research organizations in conducting product development, pre-clinical and clinical studies. Promius Pharma has approximately 5036 sales representatives in the field. Its sales force targets physicians in the field of dermatology and is supported by a direct marketing team and a public relations program. In addition to its sales force, Promius Pharma’s account managers also call on purchasing agents for drug wholesalers and chain drug stores.

The manufacturing of Promius Pharma’s products has been outsourced to third party manufacturers based in the United States and Europe. The third party manufacturers are responsible for sourcing the raw materials required for manufacturing the products. However, in some cases we source the active pharmaceutical ingredients and supply them to the third party manufacturer. The logistics services for storage and distribution have also been outsourced to a third party service provider.

48


4.C.Organizational structure

Dr. Reddy’s Laboratories Limited is the parent company in our group. We had the following subsidiary companies where our direct and indirect ownership was more than 50% as of March 31, 2010:

       
    Percentage of Direct/ 
  Country of Indirect Ownership 
Name of Subsidiary Incorporation Interest 
DRL Investments Limited India  100%
Reddy Pharmaceuticals Hong Kong Limited Hong Kong  100%
OOO JV Reddy Biomed Limited Russia  100%
Reddy Antilles N.V. Netherlands  100%
Reddy Netherlands B.V. Netherlands  100%(1)
Reddy US Therapeutics, Inc. U.S.A.  100%(1)
Dr. Reddy’s Laboratories, Inc. U.S.A.  100%(10)
Dr. Reddy’s Farmaceutica do Brasil Ltda Brazil  100%
Cheminor Investments Limited India  100%
Aurigene Discovery Technologies Limited India  100%
Aurigene Discovery Technologies, Inc. U.S.A.  100%(3)
Kunshan Rotam Reddy Pharmaceutical Co. Limited China  51.33%(4)
Dr. Reddy’s Laboratories (EU) Limited United Kingdom  100%(10)
Dr. Reddy’s Laboratories (U.K.) Limited United Kingdom  100%(5)
Dr. Reddy’s Laboratories (Proprietary) Limited South Africa  60%(12)
Reddy Cheminor S.A. France  100%(2)
OOO Dr. Reddy’s Laboratories Limited Russia  100%
Dr. Reddy’s Bio-sciences Limited India  100%
Promius Pharma LLC (formerly Reddy Pharmaceuticals, LLC) U.S.A.  100%(6)
Trigenesis Therapeutics, Inc. U.S.A.  100%
Industrias Quimicas Falcon de Mexico, SA de CV Mexico  100%
Reddy Holding GmbH Germany  100%(7)
Lacock Holdings Limited Cyprus  100%
betapharm Arzneimittel GmbH Germany  100%(8)
beta Healthcare Solutions GmbH Germany  100%(8)
beta institut fur sozialmedizinische Forschung und Entwicklung GmbH Germany  100%(8)
Reddy Pharma Iberia SA Spain  100%
Reddy Pharma Italia SPA Italy  100%(7)
Dr. Reddy’s Laboratories (Australia) Pty Ltd. Australia  100%
Dr. Reddy’s Laboratories SA Switzerland  100%
Eurobridge Consulting B.V. Netherlands  100%(1)
OOO DRS LLC Russia  100%(9)
Aurigene Discovery Technologies(Malaysia ) Sdn, Bhd Malaysia  100%(3)
Dr. Reddy’s New Zealand Limited (formerly Affordable Healthcare Limited) New Zealand  100%(10)
Macred India Private Limited India  100%
Dr. Reddy’s Laboratories Ilac Ticaret Limited Turkey  100%
Dr. Reddy’s SRL (formerly Jet Generici SRL) Italy  100%(11)
Chirotech Technology Limited United Kingdom  100%(5)
Dr. Reddy’s Laboratories Louisiana LLC U.S.A.  100%(6)
Dr. Reddy’s Pharma SEZ Limited India  100%
Dr. Reddy’s Laboratories International SA Switzerland  100%(8)
2012:

Name of the subsidiary

Country of
Incorporation
Percentage of
Direct/Indirect
Ownership Interest

Aurigene Discovery Technologies (Malaysia) SDN BHD

Malaysia100%(3)

Aurigene Discovery Technologies Inc.

USA100%(3)

Aurigene Discovery Technologies Limited

India   100% 
(1)

beta Healthcare Solutions GmbH

  Germany100%(8)

beta Institut for Soziaimedizinische Forschung and Entwicklung GmbH

Germany100%(8)

betapharm Arzneimittel GmbH

Germany100%(8)

Cheminor Investments Limited

India100

Chirotech Technology Limited

United Kingdom100%(5)

Dr. Reddy’s Bio-Sciences Limited

India100

Dr. Reddy’s Farmaceutica Do Brasil Ltda.

Brazil100

Dr. Reddy’s Laboratories (Australia) Pty. Limited

Australia100

Dr. Reddy’s Laboratories (Canada) Inc.

Canada100%(10)

Dr. Reddy’s Laboratories (EU) Limited

United Kingdom100%(10)

Dr. Reddy’s Laboratories ILAC TICARET Limited SIRKETI

Turkey100

Dr. Reddy’s Laboratories Inc.

USA100%(10)

Dr. Reddy’s Laboratories International SA

Switzerland100%(10)

Dr. Reddy’s Laboratories LLC, Ukraine

Ukraine100%(10)

Dr. Reddy’s Laboratories Louisiana LLC

USA100%(6)

Dr. Reddy’s Laboratories New York, Inc.

USA100%(13)

Dr. Reddy’s Laboratories (Proprietary) Limited

South Africa100

Dr. Reddy’s Laboratories Romania SRL

Romania100%(10)

Dr. Reddy’s Laboratories SA

Switzerland100

Dr. Reddy’s Laboratories Tennessee, LLC

USA100%(6)

Dr. Reddy’s Laboratories (UK) Limited

United Kingdom100%(5)

Dr. Reddy’s New Zealand Ltd. (formerly Affordable Healthcare Ltd.)

New Zealand100%(10)

Dr. Reddy’s Pharma SEZ Limited

India100

Dr. Reddy’s SRL (formerly Jet Generici SRL )

Italy100%(11)

Dr. Reddy’s Venezuela, C.A.

Venezuela100%(10)

DRL Investments Limited

India100

Eurobridge Consulting BV

Netherlands100%(1)

Industrias Quimicas Falcon de Mexico, S.A. de CV

Mexico100

Idea2Enterprises (India) Pvt. Limited

India100

I-Ven Pharma Capital Limited

India100%(12)

Kunshan Rotam Reddy Pharmaceutical Co. Limited (JV)

China51.33%(4)

Lacock Holdings Limited

Cyprus100

OOO Dr. Reddy’s Laboratories Limited

Russia100

OOO DRS LLC

Russia100%(9)

OOO Alfa (formerly OOO JV Reddy Biomed Limited)

Russia100

Promius Pharma LLC (formerly Reddy Pharmaceuticals LLC)

USA100%(6)

Reddy Antilles N.V.

Netherlands100

Reddy Cheminor S.A.

France100%(2)

Reddy Holding GmbH

Germany100%(7)

Reddy Netherlands B.V.

Netherlands100%(1)

Reddy Pharma Iberia SA

Spain100

Reddy Pharma Italia SPA

Italy100%(7)

Reddy Pharmaceuticals Hongkong Limited

Hongkong100%(2)

Reddy US Therapeutics Inc.

USA100%(1)

Trigenesis Therapeutics Inc.

USA100

(1)

Indirectly owned through Reddy Antilles N.V.

(2)

Subsidiary under liquidation.

(3)

Indirectly owned through Aurigene Discovery Technologies Limited.

49


(4)

Kunshan Rotam Reddy Pharmaceutical Co. Limited is a subsidiary, as we hold a 51.33% stake; however,stake. However, we account for this investment by the equity method and do not consolidate it in our financial statements.

(5)

Indirectly owned through Dr. Reddy’s Laboratories (EU) Limited.

(6)

Indirectly owned through Dr. Reddy’s Laboratories, Inc.

(7)

Indirectly owned through Lacock Holdings Limited.

(8)

Indirectly owned through Reddy Holding GmbH.

(9)

Indirectly owned through Eurobridge Consulting B.V.

(10)

Indirectly owned through Dr. Reddy’s Laboratories SA.

(11)

Indirectly owned through Reddy Pharma Italia SPASPA.

(12)We acquired the 40% non-controlling interest in August 2010.

Indirectly owned through DRL Investments Limited

(13)

Indirectly owned through Dr. Reddy’s Laboratories International SA.

Macred India Private Limited, India was our wholly-owned subsidiary until July 19, 2010, at which time we sold an 80% controlling interest in the entity and retained a 20% non-controlling interest. We sold our remaining 20% interest on February 24, 2012.

4.D.Property, plant and equipment

The following table sets forth current information relating to our principal facilities:

                   
  Approximate  Built up    Installed  Actual 
Location Area  Area  Certifications Capacity  Production 
  (Square feet)  (Square feet)           
Pharmaceutical Services and Active Ingredients
            3,831(9)(12)  3,267(9)(12)
Bollaram, Andhra Pradesh, India  734,013   356,493  U.S. FDA and EUGMP See above(12) See above(12)
Bollaram, Andhra Pradesh, India  648,173   346,622  U.S. FDA and EUGMP See above(12) See above(12)
Bollaram, Andhra Pradesh, India  715,610   191,558  U.S. FDA and EUGMP See above(12) See above(12)
Jeedimetla, Andhra Pradesh, India  228,033   102,464  U.S. FDA and EUGMP See above(12) See above(12)
Miryalaguda, Andhra Pradesh, India  3,402,907   415,600  U.S. FDA and EUGMP See above(12) See above(12)
Pydibheemavaram, Andhra Pradesh, India  2,668,465   972,490  U.S. FDA and EUGMP See above(12) See above(12)
Pydibheemavaram, Andhra Pradesh, India (5)  792,786   54,338    See above(12) See above(12)
Miyapur, Andhra Pradesh, India  113,256   85,736  ISO 27001: 2005 Information Security Management System  N/A   N/A 
Jeedimetla, Andhra Pradesh, India  68,825   23,538  ISO 27001: 2005 Information Security Management System  N/A   N/A 
Cuernavaca, Mexico  2,774,378   1,345,488  (1)  3,500(9)  2,000(9)
Mirfield, United Kingdom  1,785,960   653,400  ISO 9001:2008, MHRA (UK) and U.S. FDA   (13)   (13)
Cambridge, United Kingdom (6)  9,383   9,383     N/A   N/A 
Global Generics
            5,581(7)(8)(14)  4,282(7)(14)
Bollaram, Andhra Pradesh, India  217,729   103,894  (2) See above(14) See above(14)

 

Location

  Approximate
Area
   Built up
Area
   Certifications Installed
Capacity
 Actual
Production
 
   (Square feet)   (Square feet)         

Pharmaceutical Services and Active Ingredients

       4,294(8)(11)  3,343(8)(11) 

Bollaram, Andhra Pradesh, India

   734,013     394,241    U.S. FDA and EUGMP See  above(11)  See above(11) 

Bollaram, Andhra Pradesh, India

   648,173     383,542    U.S. FDA and EUGMP See  above(11)  See above(11) 

Bollaram, Andhra Pradesh, India

   715,610     217,515    U.S. FDA and EUGMP See  above(11)  See above(11) 

Jeedimetla, Andhra Pradesh, India

   228,033     102,464    U.S. FDA and EUGMP See  above(11)  See above(11) 

Miryalaguda, Andhra Pradesh, India

   3,402,907     453,694    U.S. FDA and EUGMP See  above(11)  See above(11) 

Pydibheemavaram, Andhra Pradesh, India

   2,668,465     972,490    U.S. FDA and EUGMP See  above(11)  See above(11) 

Pydibheemavaram, Andhra Pradesh, India

   792,786     54,338    —   See  above(11)  See above(11) 

Srikakulam SEZ, Andhra Pradesh, India

   10,804,102     735,619    —   N/A  N/A  

Miyapur, Andhra Pradesh, India

   113,256     85,736    ISO 27001: 2005 Information
Security Management System
 N/A  N/A  

Jeedimetla, Andhra Pradesh, India

   68,825     23,538    ISO 27001: 2005 Information
Security Management System
 N/A  N/A  

Cuernavaca, Mexico

   2,361,840     1,345,488    (1) 3,500(8)  2,000(8) 

Mirfield, United Kingdom

   1,785,960     653,400    ISO 9001:2008, MHRA (UK) and
U.S. FDA
 (12)  (12)  

Cambridge, United Kingdom(5)

   9,383     9,383    —   N/A  N/A  

Global Generics

       8,534(6)(15)(13)  4,998(6)(13) 

Bollaram, Andhra Pradesh, India

   217,729     103,894    (2) See  above(13)  See above(13) 

Bachupally, Andhra Pradesh, India

   1,306,372     425,554    (3) See  above(13)  See above(13) 

Yanam, Pondicherry, India

   457,000     34,526    —   See  above(13)  See above(13) 

Baddi, Himachal Pradesh, India

   786,261     148,711    —   See  above(13)  See above(13) 

Baddi, Himachal Pradesh, India

   378,190     129,875     See  above(13)  See above(13) 

Bachupally, Andhra Pradesh, India

   798,982     233,464    (2) (9) (14)  14,764(9) 

Bachupally, Andhra Pradesh, India

   783,823     497,277    (4) 11,727(6)(10)  6,544(6) 

Visakhapatnam SEZ, Andhra Pradesh, India

   691,322     87,860    —   N/A  N/A  

Beverley, East Yorkshire, United Kingdom

   81,000     32,500    U.K. Medicine Control Agency,
British Retail Consortium
 N/A  N/A  

Shreveport, Louisiana, United States

   1,817,123     335,000    U.S. FDA 5,875(6)(10)  3,615(6) 

Bristol , TN, United States

   1,742,400     390,000    U.S. FDA 2,460(6)(10)  95(6) 

Others

        

Miyapur, Andhra Pradesh, India(7)

   445,401     153,577    —   N/A  N/A  

50


                   
  Approximate  Built up    Installed  Actual 
Location Area  Area  Certifications Capacity  Production 
  (Square feet)  (Square feet)           
Bachupally, Andhra Pradesh, India  1,306,372   392,601  (3) See above(14) See above(14)
Yanam, Pondicherry, India  457,000   34,526   See above(14) See above(14)
Baddi, Himachal Pradesh, India  786,261   148,711   See above(14) See above(14)
Bachupally, Andhra Pradesh, India  798,982   41,891  (2)  13,852(10)  6,951(10)
Bachupally, Andhra Pradesh, India (5) ��783,823   443,551  (4)  10,014(7)(11)  6,578(7)
Duvvada, Andhra Pradesh, India (5)  691,322   59,211    N/A(5) N/A(5)
Beverley, East Yorkshire, United Kingdom  
81,000
   
32,500
  
U.K. Medicine Control Agency, British Retail Consortium
  
N/A
   
N/A
 
Shreveport, Lousiana, United States  1,817,123   335,000  U.S. FDA  5,875(7)(11)  1,371(7)
Proprietary Products(11)
                  
Miyapur, Andhra Pradesh, India  445,401   153,577    N/A   N/A 
(1)

U.S. FDA; Therapeutic Goods Administration, Australia; Danish Medicines Agency, Denmark; U.S. Prescription Drug Marketing Act; Ministry of Health, Labour and Welfare, Japan; Secretaría de Salud y Asistencia, Mexico.

(2)Ministry of Health, Sudan;

Ministry of Health, Uganda; Brazilian National Agency of Sanitary Surveillance (“ANVISA”), Brazil; National Medicines Agency, Romania; Ministry of Health, Ukraine; GCCGulf Cooperation Council (“GCC”) group of countries.

(3)

Medicine Control Council, Republic of South Africa; The State Company for Marketing Drugs and Medical Appliances, Ministry of Health, Iraq; Sultanate of Oman, Ministry of Health, Muscat; Ministry of Health, Sudan; Ministry of Health, State of Bahrain; State Pharmaceutical Inspection, Republic of Latvia; Pharmaceutical and Herbal Medicines, Registration and Control Administrations, Ministry of Health, Kuwait.

National Medicines Agency, Romania; Ministry of Health, Ukraine; Ministry of Health, Indonesia; Health Authorities, Nigeria; Ministry of Health, Kirgystan; World Health Organization, cGMP; ANVISA, Brazil; Medicines and Health Care Products Regulatory Agencies (“MHRA”), U.K., British Retail Consortium; Danish Medicines Agency.

National Medicines Agency, Romania; Ministry of Health, Ukraine; Ministry of Health, Indonesia; Health Authorities, Nigeria; Ministry of Health, Kirgystan; World Health Organization, cGMP; ANVISA, Brazil; Medicines and Health Care Products Regulatory Agencies (“MHRA”), U.K., British Retail Consortium; Danish Medicines Agency.

(4)

U.S. FDA; Medicines and Healthcare Products Regulatory Agency, U.K.; Ministry of Health, UAE;United Arab Emirates; Medicines Control Council, South Africa; ANVISA, Brazil; National Medicines Agency, Romania; Danish Medicines Agency, Environmental Management System ISO 14001; Occupational Health and Safety Management System — System—OHSAS 18001; Quality Management System-ISO 9001:2000.

(5)100% Export Oriented Units. However the income tax benefits under the Indian Income tax Act were exhausted as of the end of the year ended March 31, 2008 for our Generics facility at Bachupally.

Leased facilities.

(6)Leased facilities.

Million units.

(7)Million units.
(8)

On a single shift basis.

51


(8)

Tons.

(9)Tons.

Grams.

(10)Grams.

Three shift basis

(11)Three shift basis
(12)

Represents the aggregate capacity and production for the first seven facilities listed in this table under PSAI.

(13)(12)

Capacity and production at this facility is not separately tracked.

(14)(13)

Represents the aggregate capacity and production for the first fourfive facilities listed in this table under Global Generics.

(14)

Installed capacity is variable and subject to changes in product mix, and utilization of manufacturing facilities given the nature of production.

(15)

On a two shift basis.

Except for as indicated in the notes above, we own all of our facilities. All properties mentionedidentified above, including leased properties, are either used for manufacturing and packaging of pharmaceutical products or for research and development activities. In addition, we have sales, marketing and administrative offices, which are leased properties. We believe that our facilities are optimally utilized.

Global Generics

We are in the process of constructingcompleting construction of another manufacturing plant at Baddi, Himachal Pradesh, India, in addition to a plant whichthat already existed at this location. The new plant is intended for the manufacture of injectabletablet and ointmentcapsule finished dosages for our Global Generics segment. The project at Baddi is initiated to take advantage ofeligible for certain financial benefits, which include exemption from income tax for a specific period, offered by the Government of India to encourage industrial growth in the state of Himachal Pradesh, India.

We have completed construction of a facility at a Special Economic Zone located in Visakhapatnam, Andhra Pradesh, India for the manufacture of oral and injectable cytotoxic finished dosages for our Global Generics segment. In November 2009, the U.S. FDA audited this facility and declared that we had resolved all Form 483 open items, enabling us to initiate the manufacture and supply of products from this facility to the United States, subject to the approval of product specific ANDAs. As part ofDuring June 2010, we commenced operations at this visit, the U.S. FDA also inspected our plant near Hyderabad, Indiafacility by manufacturing and made only a minor observation which was subsequently addressed. Also, in March 2010 the U.S. FDA conducted an audit of our facility in Shreveport, Louisiana, United States of America, and there were no Form 483 observations.

exporting anastrazole tablets.

We are in the process of setting upconstructing a manufacturing facility in Medak District,plant at Devunipalavalasa, Ranasthalam Mandal, Andhra Pradesh, India, where our property has been designated as a Special Economic Zone under the applicable laws of the Government of India.

The new plant is intended for the manufacture of new molecules, and certain high volume products of our Global Generics segment.

Pharmaceutical Services and Active Ingredients

We are in the process of establishing a plant in a Special Economic Zone in Devunipalavalasa, Srikakulam, Andhra Pradesh, India for the manufacture of APIs. The plant will be adjacent to an existing plant, in a newly acquired area of approximately 250 acres under a Pharmaceutical-Sector specific Special Economic Zone for fiscal benefits. The formal governmental approval for designating the property as a Special Economic Zone has been obtained. The project is proposed to be developed in a phased manner, subject to all regulatory approvals.

We have working capital facilities with banks and, in order to secure those facilities, we have created encumbrance charges on certain of our immovable and movable properties. We are subject to significant national and state environmental laws and regulations which govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used in or result from our operations at the above facilities. Non-compliance with the applicable laws and regulations may subject us to penalties and may also result in the closure of our facilities.

ITEM 4A. UNRESOLVED STAFF COMMENTS
None.

52

None.


ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

We are an emerging global pharmaceutical company with proven research capabilities. We derive our revenues from the sale of finished dosage forms, active pharmaceutical ingredients and intermediates, development and manufacturing services provided to innovator pharmaceutical and biotechnology companies, and license fees from our proprietary products segment.

The Chief Operating Decision Maker (“CODM”) evaluates our performance and allocates resources based on an analysis of various performance indicators by reportable segments. Our reportable segments are as follows:

Global Generics;

Pharmaceutical Services and Active Ingredients (“PSAI”); and

Proprietary Products.

Global Generics:Generics:This segment consists of finished pharmaceutical products ready for consumption by the patient, marketed under a brand name (branded formulations) or as generic finished dosages with therapeutic equivalence to branded formulations (generics). This reportable segment was formed through the combination and re-organization of our former Formulations and Generics segments in the year ended March 31, 2009.

Pharmaceutical Services and Active Ingredients:Ingredients (“PSAI”):This segment includes active pharmaceutical ingredients and intermediates, also known as active pharmaceutical products or bulk drugs, which are the principal ingredients for finished pharmaceutical products. Active pharmaceutical ingredients and intermediates become finished pharmaceutical products when the dosages are fixed in a form ready for human consumption, such as a tablet, capsule or liquid using additional inactive ingredients. This segment also includes contract research services and the manufacture and sale of active pharmaceutical ingredients and steroids in accordance with specific customer requirements. This segment has been formed by aggregating our former Active Pharmaceutical Ingredients and Intermediates segment and Custom Pharmaceutical Services segment.

Proprietary Products:Products:This segment involves the discovery of new chemical entities and differentiated formulations for subsequent commercialization and out-licensing. ItOur differentiated formulations portfolio consists of new, synergistic combinations and technologies that improve safety and/or efficacy by modifying pharmacokinetics of existing medicines. This segment also involves our specialty pharmaceuticals business, which conducts sales and marketing operations for in-licensed and co-developed dermatology products.

The CODM reviews revenue and gross profit as the performance indicator.indicator, and does not review the total assets and liabilities for each reportable segment. The measurement of each segment’s revenues, expenses and assets is consistent with the accounting policies that are used in preparation of our consolidated financial statements.

Critical Accounting Policies

Critical accounting policies are those most important to the portrayal of our financial condition and results and that require the most exercise of our judgment. We consider the policies discussed under the following paragraphs to be critical for an understanding of our financial statements. Our significant accounting policies and application of these are discussed in detail in Notes 2 and 3 to our consolidated financial statements.

Accounting estimates and judgments

While preparing financial statements in conformity with IFRS, we make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the reporting period. Financial reporting results rely on our estimate of the effect of certain matters that are inherently uncertain. Future events rarely develop exactly as forecast and the best estimates require adjustments, as actual results may differ from these estimates under different assumptions or conditions. We continually evaluate these estimates and assumptions based on the most recently available information.

53


Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as below:

Assessment of functional currency for foreign operations;

Assessment of functional currency for foreign operations;
Financial instruments;
Measurement of recoverable amounts of cash-generating units;
Provisions and contingencies;
Sales returns, rebates and charge back provisions;
Evaluation of recoverability of deferred tax assets;
Business combinations; and
Contingencies.

Financial instruments;

Useful lives of property, plant and equipment and intangibles;

Measurement of recoverable amounts of cash-generating units;

Assets and obligations relating to employee benefits;

Provisions;

Sales returns, rebates and chargeback provisions;

Evaluation of recoverability of deferred tax assets;

Inventory obsolescence;

Business combinations; and

Contingencies and litigations.

Revenue

Sale of goods

Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably. Revenue from the sale of goods includes excise duty and is measured at the fair value of the consideration received or receivable, net of returns, sales tax and applicable trade discounts and allowances. Revenue includes shipping and handling costs billed to the customer.

Revenue from domestic sales of generic products in India is recognized upon delivery of products to distributors by our clearing and forwarding agents. Revenue from domestic sales of active pharmaceutical ingredients and intermediates in India is recognized on delivery of products to customers, from our factories. Revenue from export sales is recognized when the significant risks and rewards of ownership of products are transferred to the customers, which occurs upon delivery of the products to the customers unless the terms of the applicable contract provide for specific revenue generating activities to be completed, in which case revenue is recognized once all such activities are completed.

Sales of generic products in India are made through clearing and forwarding agents to distributors. Significant risks and rewards in respect of ownership of generic products are transferred by us when the goods are delivered to distributors from clearing and forwarding agents. Clearing and forwarding agents are generally compensated on a commission basis as a percentage of sales made by them.

Sales of active pharmaceutical ingredients and intermediates in India are made directly to the end customers (generally formulation manufacturers) from our factories. Significant risks and rewards in respect of ownership of active pharmaceuticalspharmaceutical ingredients are transferred by us onupon delivery of the products to the customers. Sales of active pharmaceutical ingredients and intermediates outside India are made directly to the end customers (generally distributors or formulations manufacturers) from theour parent company or its consolidated subsidiaries. Significant risks and rewards in respect of ownership of active pharmaceuticalspharmaceutical ingredients are transferred by us upon delivery of the products to the customers, unless the terms of the applicable contract provide for specific revenue generating activities to be completed, in which case revenue is recognized once all such activities are completed.

54

Profit share revenues


During the year ended March 31, 2012, we applied the following accounting policy for the recognition of profit share revenues, which have historically been immaterial to our overall financial statements.

We have enteredFrom time to time, we enter into marketing arrangements with certain marketingbusiness partners for the sale of goodsour products in certain overseas territories.markets. Under such arrangements, we sell genericour products to the marketing partnersbusiness partner at a base purchase price agreed upon in the arrangement and are also entitled to a profit share which is over and above the agreed price,base purchase price. The profit share is typically dependent on the basis of the marketingbusiness partner’s ultimate net sale proceeds.
Revenue under profit sharing arrangements is recognized when our business partners send us a valid confirmationproceeds or net profits, subject to any reductions or adjustments that are required by the terms of the amounts that are owed to us. Arrangements with our business partnersarrangement. Such arrangements typically require the business partner to provide confirmation on inventory statusof units sold and net sales or net profit computations for the products covered under the arrangement, together witharrangement.

Revenue in an indicative date for payment. Such confirmation fromamount equal to the base purchase price is recognized in these transactions upon delivery of the products to the business partnerspartner. An additional amount representing the profit share component is typically receivedrecognized as revenue in the quarter followingperiod which corresponds to the quarter in which the actual underlyingultimate sales of the products were made by them. The collectionbusiness partners only when the collectability of the profit share becomes probable and a reliable measurement of the profit share becomes possible, only afteris available. In measuring the receiptamount of profit share revenue to be recognized for each period, we use all available information and evidence, including any confirmations from the business partner of the profit share amount owed to us, to the extent made available before the date our Board of Directors authorizes the issuance of our financial statements for the applicable period.

Milestone payments and out licensing arrangements

Revenues include amounts derived from product out-licensing agreements. These arrangements typically consist of an initial up-front payment upon inception of the license and subsequent payments dependent on achieving certain milestones in accordance with the terms prescribed in the agreement. Non-refundable up-front license fees received in connection with product out-licensing agreements are deferred and recognized over the period in which we have continuing substantive performance obligations. Milestone payments which are contingent on achieving certain clinical milestones are recognized as revenues either on achievement of such confirmation. Accordingly,milestones, if the timing of revenue recognition corresponds withmilestones are considered substantive, or over the receipt of such confirmation. Dueperiod we have continuing substantive performance obligations, if the milestones are not considered substantive. If milestone payments are creditable against future royalty payments, the milestones are deferred and released over the period in which the royalties are anticipated to the immateriality of any individual profit share payment, we generally verify the statements received from our business partners by performing overall confirmatory procedures, such as ensuring monthly availability of stock statements,be paid.

Provision for chargeback, rebates and certain other analytical procedures. Additionally, as part of our arrangements, we typically reserve the right to have third parties conduct audits to verify the statements received from our business partners.

Set forth below are the main items that accounted for a reduction in our gross revenue for the year ended March 31, 2010. The following discussion refers to the operations of our U.S. Generics business. It is indiscounts

In our U.S. Generics business, that this particular feature of the pharmaceutical industry (i.e.,our gross revenues are significantly reduced by sales returns, chargebacks, rebates, discounts, shelf stock adjustments, Medicaid payments and Medicaid payments) is significant to our financial statements.similar “gross-to-net” adjustments. The estimates of “gross-to-net” adjustments for our operations in India and other countries outside of the U.S. relate mainly to sales return allowances in all such operations, and certain rebates to healthcare insurance providers are specific to our German operations. The pattern of such sales return allowances is generally consistent with our gross sales. In Germany, the rebates to healthcare insurance providers mentioned above are contractually fixed in nature and do not involve significant estimations by us.

  

Chargebacks.: Chargebacks are issued to wholesalers for the difference between our invoice price to the wholesaler and the contract price through which the product is resold in the retail part of the supply chain. The information that we consider for establishing a chargeback accrual includes the historical average chargeback rate over a period of time, current contract prices with wholesalers and other customers, and estimated inventory holding by the wholesaler. With this methodology, we believe that the results are more realistic and closest to the potential chargeback claims that may be received in the future period relating to inventory on which a claim is yet to be received as at the end of the reporting period. In addition, as part of our books closure process, a chargeback validation is performed in which we track and reconcile the volume of sold inventory for which we should carry an appropriate provision for chargeback. We procure the inventory holding statements and data through an electronic data interface with our wholesalers (representing approximately 90% of the total sales volumes on which chargebacks are applicable) as part of this reconciliation. On the basis of this volume reconciliation, chargeback accrual is validated. For the chargeback rate computation, we consider different contract prices for each product across our customer base. This chargeback rate is adjusted (if necessary) on a periodic basis for expected future price reductions.

  

Rebates.: Rebates (direct and indirect) are generally provided to customers as an incentive to stock and sell our products. Rebate amounts are based on a customer’s purchases made during an applicable period. Rebates are paid to wholesalers, chain drug stores, health maintenance organizations or pharmacy buying groups under a contract with us. We determine our estimates of rebate accruals primarily based on the contracts entered into with our wholesalers and other direct customers and the information received from them for secondary sales made by them. For direct rebates, liability is accrued whenever we invoice to direct customers. For indirect rebates, the accruals are based on a representative weighted average percentage of the contracted rebate amount applied to inventory sold and delivered by us to wholesalers or other direct customers.

  

Sales Return Allowances.: We account for sales returns by recording a provision based on our estimate of expected sales returns. We deal in various products and operate in various markets. Accordingly, our estimate of sales returns is determined primarily by our experience in these markets. In respect of established products, we determine an estimate of sales returns provision primarily based on historical experience of such sales returns. Additionally, other factors that we consider in determining the estimate include levels of inventory in the distribution channel, estimated shelf life, product discontinuances, price changes of competitive products, and introduction of competitive new products, to the extent each of these factors impact our business and markets. We consider all of these factors and adjust the sales return provision to reflect our actual experience. With respect to new products introduced by us, those have historically been either extensions of an existing product line where we have historical experience or in a general therapeutic category where established products exist and are sold either by us or our competitors.

55


We have not yet introduced products in a new therapeutic category where the sales returns experience of such products by us or our competitors (as we understand based on industry publications) is not known. The amount of sales returns for our newly launched products have not historically differed significantly from sales returns experience of the then current products marketed by us or our competitors (as we understand based on industry publications). Accordingly, we do not expect sales returns for new products to be significantly different from expected sales returns of current products. We evaluate sales returns of all our products at the end of each reporting period and record necessary adjustments, if any.

  

Medicaid Payments.: We estimate the portion of our sales that may get dispensed to customers covered under Medicaid programs based on the proportion of units sold in the previous two quarters for which a Medicaid claim could be received as compared to the total number of units sold in the previous two quarters. The proportion is based on an analysis of the actual Medicaid claims received for the preceding four quarters. In addition, we also apply the same percentage on the derived estimated inventory sold and delivered by us to our wholesalers and other direct customers to arrive at the potential volume of products on which a Medicaid claim could be received. We use this approach because we believe that it corresponds to the approximate six month time period it takes for us to receive claims from the various Medicaid programs. After estimating the number of units on which a Medicaid claim is to be paid, we use the latest available Medicaid reimbursement rate per unit to calculate the Medicaid accrual. In the case of new products, accruals are done based on specific inputs from our marketing team or data from the publications of IMS Health, a company which provides information on the pharmaceutical industry.

  

Shelf Stock Adjustments.: Shelf stock adjustments which are commoncredits issued to customers to reflect decreases in our industry, are given to compensate our customers for falling prices due to additional competitive products. These take the formselling price of contractually agreed “price protection” or “shelf stock adjustment” clauses in our agreements with direct customers. Such shelf stock adjustmentsproducts sold by the Company, and are accrued and paid when the prices of certain products decline as a result of increased competition upon the expiration of limited competition or exclusivity periods.

These credits are customary in the pharmaceutical industry, and are intended to reduce the customer inventory cost to better reflect the current market prices. The determination to grant a shelf stock adjustment to a customer is based on the terms of the applicable contract, which may or may not specifically limit the age of the stock on which a credit would be offered.

  

Cash Discounts.: We offer cash discounts to our customers, generally at 2% of the gross sales price, as an incentive for paying within invoice terms, which generally range from 45 to 6090 days. Accruals for such cash discounts do not involve any significant variables, and the estimates are based on the gross sales price and agreed cash discount percentage at the time of invoicing.

We believe our estimation processes are reasonable methods of determining accruals for the “gross-to-net” adjustments. Chargeback accrual accounts for the highest element among the “gross-to-net” adjustments, and constituted approximately 85%79% of such “gross-to-net” adjustments for our U.S. Generics business for the year ended March 31, 2010.2012. For the purpose of the following discussion, we are therefore restricting our explanations to this specific element. While chargeback accruals depend on multiple variables, the most pertinent variables are our estimates of inventories on which a chargeback claim is yet to be received and the unit price at which the chargeback will be processed. To determine the chargeback accrual applicable for a reporting period, we perform the following procedures to calculate these two variables:

 (a)a)

Estimated inventoryinventory—Inventory volumes on which a chargeback claim that is expected to be received in the future are determined using the validation process and methodology described above (see “Chargebacks” above). When such a validation process is performed, we note that the difference represents an immaterial variation. Therefore, we believe that our estimation process in regard to this variable is reasonable.

 (b)b)

Unit pricing raterate—As at any point ofin time, inventory volumes on which we carry our chargeback accrual represents approximatelyup to 1.5 months of sales volumes. Therefore, the sensitivity of price changes on our chargeback accrual relates to only such volumes. Assuming that the chargebacks were processed within such period, we analyzed the impact of changes of prices for the periods beginning March 31,April 1, 2011, 2010 and 2009, respectively, and ending April 30,ended March 31, 2012, 2011 and 2010, and 2009, respectively, on our estimated inventory levels computed based on the methodology mentioned above (see “Chargebacks” above). We noted that the impact on net sales on account of such price variation was negligible.

In view of this, we believe that the calculations are not subject to a level of uncertainty that warrants a probability-based approach. Accordingly, we believe that we have been reasonable in our estimates for future chargeback claims and that the amounts of reversals or adjustments made in the current period pertaining to the previous year’s accruals are immaterial. Further, this data is not determinable except on occurrence of specific instances or events during a period, which warrant an adjustment to be made for such accruals. A roll-forward for each major accrual for our U.S. Generics operations is presented in Item 5.A. (“Operating Results”) below for our fiscal years ended March 31, 2010 and March 31, 2009, respectively.

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Returns primarily relate to expired products which the customer has the right to return for a period of 12 months following the expiration date of such product. Such returned products are destroyed and credit notes are issued to the customer for the products returned. We account for sales returns accrual by recording an allowance for sales returns concurrent with the recognition of revenue at the time of a product sale. This allowance is based on our estimate of expected sales returns. We deal in various products and operate in various markets. Accordingly, our estimate of sales returns is determined primarily by our historical experience in the markets in which we operate. With respect to established products, we consider our historical experience of sales returns, levels of inventory in the distribution channel, estimated shelf life, product discontinuances, price changes of competitive products, and the introduction of competitive new products, to the extent each of these factors impact our business and markets. With respect to new products introduced by us, such products have historically been either extensions of an existing line of product where we have historical experience or in therapeutic categories where established products exist and are sold either by us or our competitors.
A roll-forward for each major accrual for our U.S. Generics operations is presented below for our fiscal years ended March 31, 2008, March 31, 20092010, 2011 and March 31, 2010,2012, respectively:
(All Values in U.S.$ Millions)
                 
Particulars Chargebacks  Rebates  Medicaid  Sales Return 
Beginning balance: April 1, 2007  39   25   5   9 
Current provisions relating to sales in current year  327   55   3   3 
Provisions and adjustments relating to sales in prior years  *   (4)  2   (4)
Credits and payments**  (307)  (50)  (6)  (2)
Ending balance: March 31, 2008  59   26   4   6 
                 
Particulars Chargebacks  Rebates  Medicaid  Sales Return 
Beginning Balance: April 1, 2008  59   26   4   6 
Current provisions relating to sales in current year  440   47   4   5 
Provisions and adjustments relating to sales in prior years  *   (5)  2    
Credits and payments**  (441)  (38)  (4)  (3)
Balance: March 31, 2009  58   30   6   8 
                 
Particulars Chargebacks  Rebates  Medicaid  Sales Return 
Beginning Balance: April 1, 2009  58   30   6   8 
Current provisions relating to sales in current year  578   57   9   5 
Provisions and adjustments relating to sales in prior years  *   2   (3)  (1)
Credits and payments**  (580)  (68)  (9)  (4)
Balance: March 31, 2010  56   21   3   8 

Particulars

  Chargebacks  Rebates  Medicaid  Sales
Returns
 
   (All values in U.S.$ millions) 

Beginning Balance: April 1, 2009

   58    30    6    8  

Current provisions relating to sales in current year

   578    57    9    5  

Provisions and adjustments relating to sales in prior years

   *    2    (3  (1

Credits and payments**

   (580  (68  (9  (4

Ending Balance: March 31, 2010

   56    21    3    8  

Beginning Balance: April 1, 2010

   56    21    3    8  

Current provisions relating to sales in current year

   644    104    6    6  

Provisions and adjustments relating to sales in prior years

   *    2    1    —    

Credits and payments**

   (620  (87  (6  (5

Ending Balance: March 31, 2011

   80    40    4    9  

Beginning Balance: April 1, 2011

   80    40    4    9  

Current provisions relating to sales in current year

   886    158    8    13  

Provisions and adjustments relating to sales in prior years

   *    4    0    0  

Credits and payments**

   (842  (142  (5  (8

Ending Balance: March 31, 2012

   124    60    7    14  

*

Currently, we do not separately track provisions and adjustments, in each case to the extent relating to prior years for chargebacks. However, the adjustments are expected to be non-material. The volumes used to calculate the closing balance of chargebacks represent an average 1.5 months equivalent of sales, which corresponds to the pending chargeback claims yet to be processed.

**

Currently, we do not separately track the credits and payments, in each case to the extent relating to prior years for chargebacks, rebates, medicaidMedicaid payments or sales returns.

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Services

Revenue from services rendered, which primarily relate to contract research, is recognized in profit or loss as the underlying services are performed. Upfront non-refundable payments received under these arrangements are deferred and recognized as revenue over the expected period over which the related services are expected to be performed.

Export entitlements

Export entitlements from government authorities are recognized in profit or loss as a reduction from cost of revenues when the right to receive credit as per the terms of the scheme is established in respect of the exports made by us, and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

Financial instruments

Non- derivative

Non-derivative financial instruments

Non-derivative financial instruments consistsconsist of investments in mutual funds, equity and debt securities, trade receivables, certain other assets, cash and cash equivalents, loans and borrowings, and trade payables and certain other liabilities.

Non-derivative financial instruments are recognized initially at fair value.value plus any directly attributable transaction costs, except for those instruments that are designated as being fair value through profit and loss upon initial recognition. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

Cash and cash equivalents

Cash and cash equivalents consist of current cash balanceson hand, demand deposits and time deposits with banks.short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. For this purpose, “short-term” means investments having a maturity of three months or less from the date of investment. Bank overdrafts that are repayable on demand and which form an integral part of our cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

Held-to-maturity investments
If we have the positive intent and ability to hold debt securities to maturity, then they are classified as held-to-maturity. Held to maturity financial assets are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to the initial recognition, held-to-maturity investments are measured at amortized cost using the effective interest method, less any impairment losses. As at March 31, 2010, we did not have any held-to-maturity investments.

Available-for-sale financial assets

Our investments in equity securitiesmutual funds and certain debtequity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, are recognized directly in other comprehensive income/(loss) and presented within equity. When an investment is derecognized, the cumulative gain or loss in equity is transferred to profit or loss.

Financial assets at fair value through profit or loss

An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if we manage such investments and make purchase and sale decisions based on their fair value in accordance with our documented risk management or investment strategy. Upon initial recognition, attributable transaction costs are recognized in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.

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Trade payables


Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is expected within one year or within the normal operating cycle of the business.

Trade receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. Trade receivables are classified as current assets if the collection is expected within one year or within the normal operating cycle of the business.

Others

Other non-derivative financial instruments are measured at amortized cost using the effective interest method, less any impairment losses.

Derivative

We derecognize a financial instruments

asset when the contractual right to the cash flows from that asset expires, or we transfer the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. If we retain substantially all the risks and rewards of ownership of a transferred financial asset, we continue to recognize the financial asset and also recognize a collateralized borrowing, at the amortized cost, for the proceeds received.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, we have a legal right and the ability to offset the amounts and intend either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Non-derivative financial liabilities

We hold derivativeinitially recognize debt instruments issued on the date that they originate. All other financial instrumentsliabilities are recognized initially on the trade date, which is the date that we become a party to hedge our foreign currency exposure. Derivativesthe contractual provisions of the instrument. These are recognized initially at fair value;value plus any directly attributable transaction costs are recognized in profit or loss when incurred.costs. Subsequent to initial recognition, derivativesthese financial liabilities are measured at fair value,amortized cost using the effective interest method.

We derecognize a financial liability when its contractual obligations are discharged, cancelled or expired. The difference between the carrying amount of the derecognized financial liability and the consideration paid is recognized as profit or loss.

Derivative financial instruments

The functional currency of our parent company is the Indian rupee. We are exposed to exchange rate risk which arises from our foreign exchange revenues and expenses, primarily in U.S. dollars, U.K. pounds sterling, Russian roubles and Euros, and foreign currency debt in U.S. dollars, Russian roubles and Euros.

We use forward contracts and option contracts to mitigate our risk of changes therein are accounted forin foreign currency exchange rates. Further, we use non-derivative financial instruments as described below.

part of our foreign currency exposure risk mitigation strategy.

CashHedges of highly probable forecasted transactions

We classify our option and forward contracts that hedge foreign currency risk associated with highly probable forecasted transactions as cash flow hedges

Changes and measure them at fair value. The effective portion of such cash flow hedges is recorded in our hedging reserve, as a component of equity, and re-classified to the income statement as revenue in the period corresponding to the occurrence of the forecasted transactions. The ineffective portion of such cash flow hedges is recorded in the income statement as finance costs immediately.

We also designate certain non-derivative financial liabilities, such as foreign currency borrowings from banks, as hedging instruments for hedge of foreign currency risk associated with highly probable forecasted transactions. Accordingly, we apply cash flow hedge accounting for such relationships. Remeasurement gain/loss on such non-derivative financial liabilities is recorded in our hedging reserve, as a component of equity, and re-classified to the income statement as revenue in the period corresponding to the occurrence of the forecasted transactions.

Upon initial designation of a hedging instrument, we formally document the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. We make an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to the hedged risk, and whether the actual results of each hedge are within a derivative hedging instrument designated as arange of 80%—125% relative to the gain or loss on the hedged items. For cash flow hedge are recognized directly in other comprehensive income/(loss) and presented within equity,hedges to be “highly effective”, a forecast transaction that is the extent thatsubject of the hedge is effective. To the extentmust be highly probable and must present an exposure to variations in cash flows that the hedge is ineffective, changes in fair value are recognized incould ultimately affect profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive income/(loss), remains there until the forecast transaction occurs. When the hedged item is a non-financial asset, the amount recognized in other comprehensive income/(loss), is transferred to the carrying amount of the asset when it is recognized. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases the amount

Hedges of recognized in other comprehensive income/(loss) is transferred to profit or loss in the same period that the hedged item affects profit or loss.

Economic hedgesassets and liabilities
We do not apply hedge accounting to certain derivative instruments

For forward contracts and option contracts that economically hedge monetary assets and liabilities denominated in foreign currencies. Changescurrencies and for which no hedge accounting is applied, changes in the fair value of such derivativescontracts are recognized in profit or lossthe income statement. Both the changes in fair value of the forward contracts and the foreign exchange gains and losses relating to the monetary items are recognized as part of foreign currency gains“net finance costs”.

Hedges of firm commitments

We use forward contracts and losses. We have adopted the recent amendments madeoption contracts to IFRS No. 7 “Financial Instruments — Disclosure”, with respecthedge our exposure to the disclosure ofchanges in the fair value hierarchy for financial instruments that are measuredof firm commitment contracts, and measure them at fair value as at the reporting datevalue. Any amount representing changes in the statementfair value of financial position,such forward contracts and accordingly necessary disclosures have been madeoption contracts is recorded in these consolidated financial statements. This being the first yearincome statement. The corresponding gain/loss representing the changes in the fair value of application of these requirements, comparative disclosures have not been provided.

the hedged item attributable to hedged risk is also recognized in the income statement.

Foreign currency

Functional currency

The consolidated financial statements are presented in Indian rupees, which is the functional currency of our parent company, DRL. Functional currency of an entity is the currency of the primary economic environment in which the entity operates.

In respect of all non-Indian subsidiaries that operate as marketing arms of our parent company in their respective countries/regions, the functional currency has been determined to be the functional currency of our parent company (i.e., the Indian rupee). Accordingly, theThe operations of these subsidiaries are largely restricted to the import of finished goods from our parent company in India, sale of these products in the foreign country and remittance of the sale proceeds to our parent company. The cash flows realized from sale of goods are readily available for remittance to our parent company and cash is remitted to our parent company on a regular basis. The costs incurred by these subsidiaries are primarily the cost of goods imported from our parent company. The financing of these subsidiaries is done directly or indirectly by our parent company.

In respect of subsidiaries whose operations are self contained and integrated within their respective countries/regions, the functional currency has been determined to be the local currency of those countries/regions.

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Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of entities within our company group at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or lossExchange differences arising on the settlement of monetary items, is the difference between amortized cost in the functional currencyor on translating monetary items at the beginning of the period, adjusted for receipts and paymentsrates different from those at which they were translated on initial recognition during the period andor in previous financial statements, are recognized in profit or loss in the amortized costperiod in foreign currency translated at the exchange rate at the end of the period.which they arise. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising upon retranslation are recognized in profit or loss, except for differences arising upon qualifying cash flow hedges, which are recognized in other comprehensive income/(loss) and presented within equity.

Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising upon acquisition, are translated to reporting currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Indian rupees at the monthly average exchange rates prevailing during the year.
Foreign currency differences are recognized in other comprehensive income/(loss) and presented within equity. Such differences have been recognized in the foreign currency translation reserve (“FCTR”). When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.

Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of the net investment in the foreign operation and are recognized in other comprehensive income/(loss) and presented within equity as a part of foreign currency translation reserve.

Foreign operations

In case of foreign operations whose functional currency is different from Indian rupees (our parent company’s functional currency), the assets and liabilities of such foreign operations, including goodwill and fair value adjustments arising upon acquisition, are translated to Indian rupees at exchange rates at the reporting date. The income and expenses of such foreign operations are translated to Indian rupees at the monthly average exchange rates prevailing during the year. Resulting foreign currency differences are recognized in other comprehensive income/(loss) and presented within equity.

Such differences have been recognized in the foreign currency translation reserve net of applicable taxes, if any. When a foreign operation is disposed of, in part or in full, the relevant amount in the foreign currency translation reserve is transferred to profit or loss.

Business combinations

Business combinations occurring on or after April 1, 2009 are accounted for by applying the acquisition method. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, we take into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquiror.acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another.

We measure goodwill as of the applicable acquisition date at the fair value of the consideration transferred, including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured asassumed. When the fair value of the acquisition date.net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognized immediately in profit or loss. Consideration transferred includes the fair values of the assets transferred, liabilities incurred by us to the previous owners of the acquiree, and equity interests issued by us. Consideration transferred also includes the fair value of any contingent consideration. A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably. We measure any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree. Transaction costs that we incur in connection with a business combination, such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred.

Intangible assets

Goodwill

Goodwill arising upon the acquisition of subsidiaries represents the fair value of the consideration, including the recognized amount of any non-controlling interest in the acquirer, less the net recognized amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities assumed, all measured as of the acquisition date. Such goodwill is included in intangible assets. When the fair value of the consideration paid is less than the fair value of the net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognized immediately in profit or loss.

Acquisitions of non-controlling interests

Acquisitions of non-controlling interests are accounted for as transactions with equity holders in their capacity as equity holders, and therefore no goodwill is recognized as a result of such transactions.

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Subsequent measurement

Goodwill is measured at cost less accumulated impairment losses. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment and any impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying value of the equity accounted investee.

Research and development

Expenditures on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding are recognized in profit or loss when incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditures are capitalized only if:

development costs can be measured reliably,reliably;

the product or process is technically and commercially feasible,feasible;

future economic benefits are probable and ascertainable,ascertainable; and

we intend to complete development and to use or sell the asset, and have sufficient resources to do so.

The expenditures capitalized include the cost of materials and other costs directly attributable to preparing the asset for its intended use. Other development expenditures are recognized in profit or loss as incurred.

Our internal drug development expenditures are capitalized only if they meet the recognition criteria as mentioned above. Where regulatory and other uncertainties are such that the criteria are not met, the expenditures are recognized in profit or loss as incurred. This is almost invariably the case prior to approval of the drug by the relevant regulatory authority. Where the recognition criteria are met, however, intangible assets are capitalized and amortized on a straight-line basis over their useful economic lives from product launch. As of March 31, 2010,2012, no internal drug development expenditure amounts have met the recognition criteria.

In conducting our research and development activities related to NCE and proprietary products, we seek to optimize our expenditures and to limit our risk exposures. Most of our current research and development projects related to NCEs and proprietary products are at an early discovery phase where project costs are insignificant and cannot be directly identified to any specific project, as these costs generally represent staff and common facility costs. These early development stage exploratory projects are numerous and are characterized by uncertainty with respect to timing and cost of completion. At such time as a research and development project related to an NCE or proprietary product progresses into the more costly clinical study phases, where the costs can be tracked separately, such project is considered to be significant if:

 (a)

it is expected to account for more than 10% of our total research and development costs; and

 (b)

the costs and efforts to develop the project can be reasonably estimated and the product resulting from the project has a high probability of launch.

Historically, none of our development projects have met the significance thresholds listed above.

A substantial portion of our current research and development activities relates to the development of bio-equivalent generic products, which do not require full scale clinical trials to be conducted prior to the filing by us of applications with regulatory authorities to allow the marketing and sale of such products. Our total research and development costs for the year ended March 31, 20102012 were Rs. 3,793LOGO 5,911 million, which was approximately 5%6% of our total revenue for the year. The amounts spent on research and development related to our bio-equivalent products for the years ended March 31, 2010, 20092012, 2011 and 20082010 represented approximately 83%71%, 85%79% and 78%83%, respectively, of our total research and development expenditures.

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For each of our bio-equivalent generic product research and development projects, the timing and cost of completion varies depending on numerous factors, including among others: the intellectual property patented by the innovator for the applicable product; the patent regimes of the countries in which we seek to market the product; our development strategy for such product; the complexity of the molecule for such product; and the time required to address any development challenges that arise during the development process. For any particular bio-equivalent generic product, these factors and other product launch requirements may vary across the numerous geographies in which we seek to market the product. In addition, bio-equivalent research and development projects often may relate to a number of different therapeutic areas. At a particular point of time, we tend to have a very high number of bio-equivalent generic product research and development projects ongoing simultaneously, in various developmental stages, with the exact number of such active projects changing regularly. As a result, we believe it would be impractical for us to state the exact number of ongoing projects and the estimated timing or cost to complete such projects.

Payments to in-licensethird parties for in-licensed products and compounds are capitalized if the regulatory approval for the products was available from third partiesthe applicable counterparty or there were other contractual terms providing for a refund should the regulatory approvals not be received. These payments generally takingtake the form of up-front payments and milestones are capitalized.milestones. Our criteria for capitalization of such assets are consistent with the guidance given in paragraph 25 of International Accounting Standard 38 (“IAS 38”) (i.e., receipt of economic benefits out of the separately purchased transaction is considered to be probable). Historically, wherever we have purchased or in-licensed products, either regulatory approval for the products were available from our counterparties or there were other contractual terms providing for a refund should the regulatory approvals not be received.

The amortization of such assets is generally on a straight-line basis, over their useful economic lives.

If we become entitled to a refund under the terms of an in-license contract, the amount is recognized when the right to receive the refund is established. In such an event, any consequential difference as compared to the carrying value of the asset is recognized in our Statement of Income.

Income Statement.

Intangible assets relating to products in development, other intangible assets not available for use and intangible assets having indefinite useful life are subject to impairment testing at each statement of financial position date. All other intangible assets are tested for impairment when there are indications that the carrying value may not be recoverable. Any impairment losses are recognized immediately in the profit or loss.

De-recognition of intangible assets

Intangible assets are de-recognized either on their disposal or where no future economic benefits are expected from their use or disposal.use. Losses arising on such de-recognition are recorded in profit or loss, and are measured as the difference between the net disposal proceeds, if any, and the carrying amount of respective assets as on the date of de-recognition.

Other intangible assets

Other intangible assets that are acquired by us, which have finite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate.

Amortization

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, or on any other than for goodwill, intangiblebasis that reflects the pattern in which the asset’s future economic benefits are expected to be consumed by the entity. Intangible assets that are not available for use and intangible assets having indefinite life,are amortized from the date that they are available for use.

Impairment

Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value.

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Individually significantSignificant financial assets are tested for impairment on an individual basis.

All impairment losses are recognized in profit or loss. Any cumulative loss in respect of an available-for-sale financial asset recognized previously in equity is transferred to profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost and available-for-sale financial assets that are debt securities, the reversal is recognized in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognized directly in other comprehensive income/(loss) and presented within equity.

Non-financial assets

The carrying amounts of our non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives, or that are not yet available for use, an impairment test is performed each year at March 31.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Goodwill that forms part of the carrying amount of an investment in an associate is not recognized separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.

Income tax

Income tax expense consists of current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising upon the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

63


A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Any deferred tax asset or liability arising from deductible or taxable temporary differences in respect of unrealized inter-company profit on inventories held by us in different tax jurisdictions is recognized using the tax rate of the jurisdiction in which such inventories are held.

Withholding tax arising out of payment of dividends to shareholders under the Indian income tax regulations is not considered a tax expense for us, and all such taxes are recognized in the statement of changes in equity as part of the associated dividend payment.

LitigationsInventories

Inventories consist of raw materials, stores and spares, work in progress and finished goods, and are measured at the lower of cost and net realizable value. The cost of all categories of inventories is based on the weighted average method. Stores and spares consists of packing materials, engineering spares (such as machinery spare parts) and consumables (such as lubricants, cotton waste and oils) that are used in operating machines or consumed as indirect materials in the manufacturing process. Cost includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of finished goods and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The factors that we consider in determining the allowance for slow moving, obsolete and other non-saleable inventory includes estimated shelf life, planned product discontinuances, price changes, aging of inventory and introduction of competitive new products, to the extent each of these factors impact our business and markets. We consider all these factors and adjust the inventory provision to reflect our actual experience on a periodic basis.

Litigations

We are involved in disputes, lawsuits, claims, governmental and/or regulatory inspections, inquiries, investigations and proceedings, including patent and commercial matters that arise from time to time in the ordinary course of business. Most of the claims involve complex issues. We assess in consultation with our counsel, the need to make a provision for a liability for such claims and record a provision when we determine that a loss related to a matter is both probable and reasonably estimable.

Because litigation and other contingencies are inherently unpredictable, our assessment can involve judgments about future events. Often, these issues are subject to uncertainties and therefore the probability of a loss, if any, being sustained and an estimate of the amount of any loss are difficult to ascertain. We also believe that disclosure of the amount of damages sought by plaintiffs, if that is known, would not be meaningful with respect to those legal proceedings. This is due to a number of factors, including: the stage of the proceedings (in many cases trial dates have not been set) and the overall length and extent of pre-trial discovery; the entitlement of the parties to an action to appeal a decision; clarity as to theories of liability; damages and governing law; uncertainties in timing of litigation; and the possible need for further legal proceedings to establish the appropriate amount of damages, if any.

Consequently, for a majority of these claims, it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of the proceedings. In these cases, we disclose information with respect to the nature and facts of the case.

Other provisions

We recognize a provision if, as a result of a past event, we have a present legal or constructive obligation that can be estimated reliably, and it is probable (i.e., more likely than not) that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

64


Restructuring

A provision for restructuring is recognized when we have approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating costs are not provided for.

Onerous contracts

A provision for onerous contracts is recognized when the expected benefits to be derived by us from a contract are lower than the unavoidable cost of meeting our obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, we recognize any impairment loss on the assets associated with that contract.

Reimbursement rights

Expected reimbursements for expenditures required to settle a provision are recognized only when receipt of such reimbursements is virtually certain. Such reimbursements are recognized as a separate asset in the statement of financial position, with a corresponding credit to the specific expense for which the provision has been made.

65


5.A.Operating results

The following table sets forth, for the periods indicated, our consolidated revenues by segment:

(Rs. in millions)
                         
  For the Year Ended March 31, 
  2008  2009  2010 
      Revenues      Revenues      Revenues 
      % to      % to      % to 
  Revenues  total  Revenues  total  Revenues  total 
Global Generics Rs.32,872   66  Rs.49,790   72  Rs.48,606   69 
Pharmaceutical Services and Active Ingredients  16,623   33   18,758   27   20,404   29 
Proprietary Products  190      294      513   1 
Others  321   1   599   1   754   1 
                   
Total
 Rs.50,006   100  Rs.69,441   100  Rs.70,277   100 
                   

   For the Year Ended March 31, 
   2010  2011  2012 
   (LOGO in millions) 
   Revenues   

Revenues

(Segment

% of Total)

  Revenues   

Revenues

(Segment

% of Total)

  Revenues   

Revenues

(Segment

% of Total)

 

Global Generics

  LOGO  48,606     69 LOGO  53,340     71 LOGO  70,243     72

Pharmaceutical Services and Active Ingredients

   20,404     29  19,648     26  23,812     25

Proprietary Products

   513     1  532     1  1,078     1

Others

   754     1  1,173     2  1,604     2

Total

  LOGO  70,277     100 LOGO  74,693     100 LOGO  96,737     100

The following table sets forth, for the periods indicated, our gross profits by segment:

(Rs. in millions)
                         
  For the Year Ended March 31, 
  2008  2009  2010 
      Gross profit      Gross profit      Gross profit 
      % to      % to      % to 
  Gross profit  Revenue  Gross profit  Revenue  Gross profit  Revenue 
Global Generics Rs.19,567   60  Rs.30,448   61  Rs.29,146   60 
Pharmaceutical Services and Active Ingredients  5,645   34   5,595   30   6,660   33 
Proprietary Products  109   57   196   67   396   77 
Others  87   27   261   44   138   18 
                   
Total
 Rs.25,408   51  Rs.36,500   53  Rs.36,340   52 
                   

   For the Year Ended March 31, 
   2010  2011  2012 
   (LOGO in millions) 
   

Gross

Profit

   

Gross Profit

(% of

Segment

Revenue)

  Gross
Profit
   

Gross Profit

(% of

Segment

Revenue)

  

Gross

Profit

   

Gross Profit

(% of

Segment

Revenue)

 

Global Generics

  LOGO  29,146     60 LOGO  34,499     65 LOGO  44,263     63

Pharmaceutical Services and Active Ingredients

   6,660     33  5,105     26  7,508     32

Proprietary Products

   396     77  382     72  903     84

Others

   138     18  277     24  631     39

Total

  LOGO  36,340     52 LOGO  40,263     54 LOGO  53,305     55

The following table sets forth, for the periods indicated, financial data as percentages of total revenues and the increase (or decrease) by item as a percentage of the amount over the comparable period in the previous years.

                     
  Percentage of Sales  Percentage 
  For the Year Ended March 31,  Increase/(Decrease) 
  2008  2009  2010  2008 to 2009  2009 to 2010 
Revenues  100   100   100   39   1 
Gross profit
  51   53   52   44    
Selling, general and administrative expenses  34   30   32   25   7 
Research and development expenses  7   6   5   14   (6)
Impairment loss on other intangible assets  6   5   5   5   9 
Impairment loss on goodwill     16   7   NC   NC 
Other (income)/expense, net  (1)     (1)  NC   NC 
Results from operating activities
  5   (4)  4   NC   NC 
Finance income/(expense), net  1   (2)     NC   NC 
Profit/(loss) before income taxes
  6   (6)  4   NC   NC 
Income tax (expense)/benefit, net  2   (2)  (1)  NC   NC 
Profit/(loss) for the period
  8   (8)  3   NC   NC 

   Percentage of sales    
   For the Year Ended March 31,  Percentage Increase/Decrease 
   2010  2011  2012  2010 to 2011  2011 to 2012 

Revenues

   100  100  100  6  30

Gross profit

   52  54  55  

Selling, general, and administrative expenses

   32  32  30  5  22

Research and development expenses

   5  7  6  33  17

Impairment loss on other intangible assets

   5  —      1  NC    NC  

Impairment loss on goodwill

   7  —      —      NC    NC  

Other (income/expense) net

   (1%)   (2%)   (1%)   96  31

Results from operating activities

   4  17  19  NC    45

Finance income/(expense), net

   —      —      —      NC    NC  

Profit/(loss) before income taxes

   4  17  19  NC    48

Income tax (expense)/benefit, net

   (1%)   (2%)   (4%)   42  200

Profit/(loss) for the period

   3  15  15  NC    29

NC = Not comparable

Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011

Revenues

Our overall consolidated revenues wereLOGO 96,737 million for the year ended March 31, 2012, an increase of 30% as compared toLOGO 74,693 million for the year ended March 31, 2011. Revenue growth for the year ended March 31, 2012 was largely driven by our Global Generics segment’s operations in the markets of North America (the United States and Canada) and Russia and our Pharmaceutical Services and Active Ingredients segment’s operations.

The following table sets forth, for the periods indicated, our consolidated revenues by geography:

   For the Year Ended March 31, 
   2010  2011  2012 
   Revenues   % of Total
Revenue*
  Revenues   % of Total
Revenue*
  Revenues   % of Total
Revenue*
 
   (LOGO in millions) 

Global Generics

  LOGO  48,606     69 LOGO  53,340     71 LOGO  70,243     72

North America (the United States and Canada)

   16,817     35  18,996     36  31,889     45

Europe

   9,643     20  8,431     16  8,259     12

India

   10,158     21  11,690     22  12,931     18

Russia and other countries of the former Soviet Union

   9,119     19  10,858     20  13,260     19

Rest of the World

   2,869     6  3,365     6  3,904     6

Pharmaceutical Services and Active Ingredients

  LOGO  20,404     29 LOGO  19,648     26 LOGO  23,812     25

North America (the United States and Canada)

   3,673     18  3,170     16  4,272     18

Europe

   6,652     33  7,020     36  8,424     35

India

   2,646     13  2,619     13  3,586     15

Rest of the World

   7,433     36  6,838     35  7,531     32

Others

  LOGO  1,267     2 LOGO  1,705     3 LOGO  2,682     3
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  LOGO  70,277     100 LOGO  74,693     100 LOGO  96,737     100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

*

Percentage of Total Revenue represents the segment’s revenues from the applicable geographic territory as a percentage of the total worldwide revenues of such segment.

During the year ended March 31, 2012, the Indian rupee depreciated by approximately 5%, 9%, and 7% against the U.S. dollar, the Euro and the Russian rouble, respectively, as compared to the year ended March 31, 2011. This change in the exchange rates resulted in higher reported revenue growth rates because of the increase in Indian rupee realization from sales in U.S. dollars, Euros and Russian roubles.

 

Our provision for sales returns during the year ended March 31, 2012 wasLOGO 1,335 million, as compared toLOGO 731 million during the year ended March 31, 2011. This increase in our sales return provision was primarily due to increases in sales for the year ended March 31, 2012 over the year ended March 31, 2011. As the year progressed and our sales increased, we proportionately increased our sales return provision. Consistent with our accounting policy for creating provisions for sales returns (discussed in Note 3.1. of our consolidated financial statements), we periodically assess the adequacy of our allowance for sales returns based on the criteria discussed in our Critical Accounting Policies, as well as sales returns actually processed during the year. For further information regarding our sales return provisions, see Note 22 to our consolidated financial statements.

66Segment analysis

Global Generics

Revenues from our Global Generics segment wereLOGO 70,243 million for the year ended March 31, 2012, an increase of 32% as compared toLOGO 53,340 million for the year ended March 31, 2011. North America (the United States and Canada), Germany, India and Russia were the four key markets for our Global Generics segment, contributing approximately 86% of the revenues of this segment for the year ended March 31, 2012.

North America (the United States and Canada).Our revenues from North America (the United States and Canada) for the year ended March 31, 2012 wereLOGO 31,889 million, an increase of 68% as compared to our revenues ofLOGO 18,996 million for the year ended March 31, 2011. In U.S. dollar absolute currency terms (i.e., U.S dollars without taking into account the effect of currency exchange rates), such revenues grew by 62% in the year ended March 31, 2012 as compared to the year ended March 31, 2011. This growth was largely attributable to the following:

Revenues from 15 new products launched in the year ended March 31, 2012, including the 180 days marketing exclusivity of olanzapine (our generic version of Zyprexa®) and ziprasidone (our generic version of Geodon®).

The following table sets forth, for the year ended March 31, 2012, products that we launched in North America (the United States and Canada):

Product

Innovator’s BrandTotal annual market size*
(U.S.$ Billions)

Donepezil HCL

Aricept®U.S.$ 2.10

Venlafaxine-XR

Effexor  XR®2.50

Letrozole

Femara®0.70

Levofloxacin

Levaquin®1.70

Topotecan injection

Hycamtin®0.10

Fondaparinux sodium injection

Arixtra®0.32

Amlodipine besylate and Benazepril hydrochloride (5/40 mg)

Lotrel®0.02

Rivastigmine tartrate

Exelon®0.10

Gemcitabine for injection

Gemzar®0.70

Fexofenadine-pseudoephedrine HCL OTC

Allegra-D24®N/A

Amoxicillin clavulanic acid (oral suspension and tablets)

Augmentin®0.46

Olanzapine

Zyprexa®3.60

Olanzapine ODT

Zyprexa  Zydis®0.40

Ziprasidone

Geodon®1.34

Quetiapine fumarate

Seroquel®4.60

*

Approximate total annual market size in the United States at the time of our generic launch, as per IMS Health.

Market share expansion in our existing key products such as lansoprazole, omeprazole Mg OTC, tacrolimus and higher contributions of our Shreveport facility.

According to IMS Health, 26 products in our prescription generics portfolio are ranked among the top three in U.S. market share for the year ended March 31, 2012.


During the year ended March 31, 2012, our OTC portfolio, which is one of the key focus areas of our North America (the United States and Canada) business, crossed $100 million in revenues. Our key OTC products include omeprazole magnesium, fexofenadine, fexofenadine-pseudoephedrine and ranitidine. We expect to introduce more such products in this portfolio, and expect our OTC portfolio to be a key growth driver in the future.

During the year ended March 31, 2012, we made 17 new ANDA filings, bringing our cumulative ANDA filings to 194. We now have 80 ANDAs pending approval at the U.S. FDA, out of which 41 are Paragraph IV filings and 7 have first to file status.

During the year ended March 31, 2013, we expect to launch a few more key products, and we remain optimistic about the long term growth opportunity in this market. However, there has been a delay in the anticipated launch of one of our key products, atorvastatin, which remains pending approval by the U.S. FDA.

Russia.Our revenues from Russia for the year ended March 31, 2012 wereLOGO 11,024 million, an increase of 23% over the year ended March 31, 2011. In Russian rouble absolute currency terms (i.e., Russian roubles without taking into account the effect of currency exchange rates), such revenues grew by 15% in the year ended March 31, 2012 as compared to the year ended March 31, 2011. The growth was largely driven by an increase in sales volumes across our key brands, such as Nise, Omez, Ketorol, Senade and Cetrine. Pharmexpert, a market research firm, in its moving annual total report for the 12 months ended March 31, 2012 (the “Pharmexpert MAT March 2012”), reported our prescription secondary sales growth (i.e., sales made by our wholesalers to stockists and retailers) for the year ended March 31, 2012 at 21%, as compared to the Russian pharmaceutical market’s overall growth rate of 17% for the same period. Our rank in the Russian pharmaceutical market has improved from 15th as of March 31, 2011 to 13th as of March 31, 2012, as per the Pharmexpert MAT March 2012 report. We launched 5 new brands in Russia during the year ended March 31, 2012, with two being OTC products. OTC products represent approximately 29% of our overall sales in Russia and we intend to further strengthen our OTC sales by continuous branding initiatives.

India. Our revenues from India for the year ended March 31, 2012 wereLOGO 12,931 million, an increase of 11% as compared to the year ended March 31, 2011. This growth was driven by an increase in sales volumes across our key brands, such as Omez, Stamlo, Razo and Reditux, as well as revenues from 23 new brands launched in the year ended March 31, 2012.

Bio-similar products are one of our key growth drivers in India, and represent approximately 7% of our revenues from India in the year ended March 31, 2012. We are among the cost leaders in the bio-similar product category, which allows us to price our products comparatively cheaper than the innovator brands in India.

Germany. Our revenues from Germany for the year ended March 31, 2012 wereLOGO 5,055 million, a decline of 7% as compared to the year ended March 31, 2011. In Euro absolute currency terms (i.e., Euros without taking into account the effect of currency exchange rates), such revenues for the year ended March 31, 2012 declined by 15% as compared to year ended March 31, 2011. The decline was largely due to the continuing pricing challenges in the tender (i.e., competitive bidding) based supply model in Germany, partly offset by additional revenues from new products launched during the twelve months ended March 31, 2012 under non-tender supply contracts.

Other Countries of the former Soviet Union.Our revenues from other countries of the former Soviet Union for the year ended March 31, 2012 wereLOGO 2,236 million, an increase of 17% over the year ended March 31, 2011. This growth was largely led by increased revenues from sales in Uzbekistan and Kazakhstan, and partly by the depreciation of the Indian rupee against the U.S. dollar.

Other countries of Europe.Our revenues from our “Rest of Europe” markets (i.e., all European markets other than Germany, Russia and other countries of the former Soviet Union) wereLOGO 3,203 million for the year ended March 31, 2012, an increase of 8% as compared to the year ended March 31, 2011. Such growth was primarily due to increased out-licensing of product rights, and partly due to depreciation of the Indian rupee against the Euro.

Other Markets.Our revenues from our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India) were  LOGO 3,904 million in the year ended March 31, 2012, an increase of 16% as compared to the year ended March 31, 2011. The growth was largely led by increased revenues from sales in South Africa, Australia and Venezuela, and was partially offset by the impact of depreciation of the Venezuelan bolivar against the Indian rupee.

Pharmaceutical Services and Active Ingredients (“PSAI”)

Our PSAI segment’s revenues for the year ended March 31, 2012 wereLOGO 23,812 million, an increase of 21% as compared to the year ended March 31, 2011. This was largely attributable to an increase in the sales of active pharmaceutical ingredients to generic customers, a strong recovery of customer orders in the pharmaceutical services segment and the impact of depreciation of the Indian rupee against multiple currencies. In the year ended March 31, 2012, our Pharmaceutical Services and Active Ingredients segment filed 68 Drug Master Files (“DMFs”) worldwide, of which 14 were filed in the United States, 14 were filed in Europe and 40 were filed in other countries. Cumulatively, our total worldwide DMFs as of March 31, 2012 were 543, including 187 DMFs in the United States.

Gross Margin

Our total gross margin wasLOGO 53,305 million for the year ended March 31, 2012, representing 55% of our total revenues for that period, as compared toLOGO 40,263 million for the year ended March 31, 2011, representing 54% of our total revenues for that period.

The following table sets forth, for the periods indicated, our gross margin by segment:

   For the Year Ended March 31, 
   2010  2011  2012 
   Gross
Margin
   % of
Segment
Revenue
  Gross
Margin
   % of
Segment
Revenue
  Gross
Margin
   % of
Segment
Revenue
 
   (LOGO in millions)     

Global Generics

  LOGO  29,146     60 LOGO  34,499     65 LOGO  44,263     63

Pharmaceutical Services and
Active Ingredients

   6,660     33  5,105     26  7,508     32

Proprietary Products

   396     77  382     72  903     84
Others   138     18  277     24  631     39
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
Total  LOGO  36,340     52 LOGO  40,263     54 LOGO  53,305     55
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

The change in gross margin was primarily on account of the following:

the favorable impact of launches of certain high margin new products in the United States;

the favorable impact of depreciation of the Indian rupee against multiple currencies in the markets in which we operate; and

the unfavorable impact of price erosions in some of our existing products

Selling, general and administrative expenses

Our selling, general and administrative expenses for the year ended March 31, 2012 wereLOGO 28,867, an increase of 22% as compared toLOGO 23,689 for the year ended March 31, 2011. This increase was primarily on account of the following:

increased personnel costs, due to annual raises and new recruitments;

higher distribution costs, due to increases in sales volumes and freight cost increases; and

the impact of depreciation of the Indian rupee against multiple currencies in the markets in which we operate.

Research and development expenses

Research and development expenses increased by 17% toLOGO 5,911 million during the year ended March 31, 2012, as compared toLOGO 5,060 million during the year ended March 31, 2011. Our research and development expenditures accounted for 6% of our total revenues during the year ended March 31, 2012, as compared to 7% during the year ended March 31, 2011. Approximately 70% of our research and development expenses during the year ended March 31, 2012 were spent towards the development of bio-equivalent generic products and the other 30% was dedicated to innovative and biologics research.

Impairment loss on other intangible assets

During the three months ended March 31, 2012, there were certain significant changes in the German generic pharmaceutical market that are expected to adversely impact the future operations of our German subsidiary, betapharm. Among other things, there was a reference pricing review that resulted in a reduction of the government mandated price of certain of our products being sold by betapharm, which is expected to adversely affect betapharm’s sales margins. In addition, one of the key SHI funds, Barmer GEK, announced a large sales tender that is expected to cause significant impact on the price realization of some of the key products of betapharm.

As a result of such adverse market developments, we reassessed the recoverable amounts of betapharm’s product-related intangibles, and of the cash generating unit that comprises these product-related intangibles and its trademark/brand “beta”. The recoverable amount of both the product-related intangibles and the betapharm cash generating unit were based on their fair value less costs to sell, which was higher than its value in use. As a result of this re-evaluation, the carrying amount of certain product-related intangibles was determined to be higher than its recoverable amount. Accordingly, an impairment loss ofLOGO 1,022 million for the product related intangibles was recorded for the year ended March 31, 2012.

Further, based on our recent business performance and evaluation of expected cash flows from certain customer related intangibles pertaining to our New Zealand business, we have recorded an impairment loss ofLOGO 18 million during the year ended March 31, 2012.

Other (income)/expense, net

In the year ended March 31, 2012, our net other income wasLOGO 765 million, as compared with net other income ofLOGO 1,115 million in the year ended March 31, 2011. This decrease was largely on account of the following:

a profit from the sale of land amounting toLOGO 292 million that arose for the year ended March 31, 2011 did not exist during the year ended March 31, 2012; and

a benefit of negative goodwill ofLOGO 73 million realized on account of our acquisition of a penicillin-based antibiotics manufacturing site in Bristol, Tennessee, U.S.A. for the year ended March 31, 2011 did not exist during the year ended March 31, 2012.

Finance (expense)/income, net

Net finance income wasLOGO 160 million for the year ended March 31, 2012, as compared to a net finance expense ofLOGO 189 million for the year ended March 31, 2011. The change was primarily on account of the following:

our net foreign exchange gain was  LOGO 689 million for the year ended March 31, 2012, as compared to a net foreign exchange loss of  LOGO 57 million for the year ended March 31, 2011;

our net interest expense wasLOGO 690 million for the year ended March 31, 2012 (largely on account of interest on bonus debentures ofLOGO 470 million for such year), as compared to net interest expense ofLOGO 127 million for the year ended March 31, 2011; and

our dividend and profit on sale of investments wasLOGO 161 million for the year ended March 31, 2012, as compared to

LOGO 68 million for the year ended March 31, 2011.

Profit/(loss) before income taxes

As a result of the above, profit before income taxes wasLOGO 18,466 million for the year ended March 31, 2012, an increase of 48% as compared toLOGO 12,443 million for the year ended March 31, 2011.

Income tax expense

Income tax expense wasLOGO 4,204 million for the year ended March 31, 2012, as compared to an income tax expense ofLOGO 1,403 million for the year ended March 31, 2011.

Our consolidated effective tax rate was 23% for the year ended March 31, 2012, as compared to 11% for the year ended March 31, 2011. This increase in the effective tax rate was primarily due to:

reduced tax incentives, as well as expiration of a tax holiday period, under Indian laws that applied to certain of our facilities located in India, amounting to an increase in tax expense by approximately 4%;

higher revenues from the launch of our product olanzapine in the United States, amounting to an increase in tax expense by approximately 3%; and

the unfavorable impact of changes in the profit mix of our subsidiaries (i.e., a decrease in the proportion of profit from subsidiaries with lower tax rates and an increase in the proportion of profit from subsidiaries with higher tax rates), coupled with an increase in expenses not deductible for tax purposes.

The rate of weighted deduction on our eligible research and development expenditures was equal to 200% for the years ended March 31, 2012 and 2011. The decrease in our eligible research and development expenditure did not cause any significant impact on our effective tax rate.

Profit/(loss) for the period

As a result of the above, our net result was a profit ofLOGO 14,262 million for the year ended March 31, 2012, as compared to a net profit ofLOGO 11,040 million for the year ended March 31, 2011.

Fiscal Year Ended March 31, 2011 Compared to Fiscal Year Ended March 31, 2010

Revenues

Our overall consolidated revenues wereLOGO 74,693 million for the year ended March 31, 2011, an increase of 6% as compared toLOGO 70,277 million for the year ended March 31, 2010. Revenue growth for the year ended March 31, 2011 was largely driven by our Global Generics segment.

The following table sets forth, for the periods indicated, our consolidated revenues by geography:

   

For the Year Ended March 31,

 
   2009   2010   2011 
   Revenues   Revenues
% to
total
   Revenues   Revenues
% to
total
   Revenues   Revenues
% to
total
 
   (LOGO in millions) 

North America (the United States and Canada)

   24,012     35     21,269     30     23,260     31  

Europe

   18,047     26     16,779     24     16,058     21  

Russia and other countries of the former Soviet Union

   7,623     11     9,119     13     10,858     15  

India

   11,460     16     12,808     18     14,314     19  

Others

   8,299     12     10,302     15     10,203     14  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  LOGO   69,441     100    LOGO   70,277     100    LOGO   74,693     100  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Revenues from our Global Generics segment wereLOGO 53,340 million for the year ended March 31, 2011, an increase of 10% as compared toLOGO 48,606 million for the year ended March 31, 2010. North America (the United States and Canada), Germany, India and Russia were the four key markets for our Global Generics segment, contributing approximately 85% of the revenues of this segment for the year ended March 31, 2011.

Revenues from our PSAI segment wereLOGO 19,648 million for the year ended March 31, 2011, representing a decrease of 4% from this segment’s revenues for the year ended March 31, 2010.

During the year ended March 31, 2011, the Indian rupee appreciated by approximately 4% and 10% against the U.S. dollar and the Euro, respectively, as compared to the year ended March 31, 2010. This change in the exchange rates resulted in lower reported revenue growth rates because of the decrease in rupee realization from sales in U.S. dollars and Euros.

Our provision for sales returns during the year ended March 31, 2011 wasLOGO 731 million, as compared toLOGO 932 million during the year ended March 31, 2010. This decrease in our provision was primarily due to lower sales returns processed by us during the year ended March 31, 2011, as compared to our earlier estimates. Consistent with our accounting policy for creating provisions for sales returns (discussed in Note 3.1 of our consolidated financial statements), we periodically assess the adequacy of our allowance for sales returns based on the criteria discussed in our Critical Accounting Policies, as well as sales returns actually processed during the year. As we progressed through the year ended March 31, 2011, we noted a decrease in our returns and, accordingly, reevaluated our estimate. The decrease in sales returns was partly attributed to a one-time return in the U.S. market due to a product odor issue during the year ended March 31, 2010 which did not re-occur during the year ended March 31, 2011. For further information regarding our sales return provisions, see Note 22 to our consolidated financial statements.

Revenues Segment analysis

Global Generics

Revenues from our Global Generics segment wereLOGO 53,340 million for the year ended March 31, 2011, an increase of 10% as compared toLOGO 48,606 million for the year ended March 31, 2010. North America (the United States and Canada), Germany, India and Russia were the four key markets for our Global Generics segment, contributing approximately 85% of the revenues of this segment for the year ended March 31, 2011. The revenue growth was largely led by our key markets of North America (the United States and Canada), Russia and India. This growth was partly offset by the decrease in the Germany market on account of increasing pricing pressures due to competitive tenders.

North America (the United States and Canada).Our revenues from North America (the United States and Canada) for the year ended March 31, 2011 wereLOGO 18,996 million, representing an increase of 13% as compared to our revenues ofLOGO 16,817 million for the year ended March 31, 2010. In absolute dollar currency terms (i.e., without taking into account the effect of currency exchange rates), such revenues grew by 18% in the year ended March 31, 2011 as compared to the year ended March 31, 2010. The growth was driven by new products launched in the year ended March 31, 2011. During the year ended March 31, 2011, we launched 11 new products, with some of the key ones being: amlodipine benazapril, tacrolimus, lansoprazole, fexofenadine pseudoephedrine (180/240 mg) and zafirlukast. We launched fexofenadine-pseudoephedrine (180/240 mg) on January 31, 2011 after the District Court of New Jersey lifted the preliminary injunction previously granted to Sanofi-Aventis. The U.S. FDA, which had previously only approved fexofenadine for prescription sales in the United States, approved fexofenadine for over-the-counter sales in the United States in January 2011. We were allowed to liquidate our inventory in the United States after the U.S. FDA’S approval of over-the-counter sales and this limited period launch contributed to our growth for the year ended March 31, 2011. According to IMS Health, twenty five products in our prescription portfolio are ranked among the top 3 in U.S. market shares for the year ended March 31, 2011.

During the year ended March 31, 2011, over-the-counter products constituted approximately 14% of our total revenue in North America (the United States and Canada). Key over-the-counter products in this segment include omeprazole magnesium and ranitidine. We expect to introduce more new over-the-counter products in this segment, and expect them to be a key growth driver, in the future.

During the year ended March 31, 2011, we made 21 new ANDA filings, bringing our cumulative ANDA filings to 179. We now have 76 ANDAs pending approval at the U.S. FDA, out of which 38 are Paragraph IV filings and 10 have first to file status. We expect that our growth in North America (the United States and Canada) will largely be fueled by revenues from new product launches.

India. Our revenues from India for the year ended March 31, 2011 wereLOGO 11,690 million, representing a growth of 15% over the year ended March 31, 2010. This growth was driven by sales volume growth of 11% across key brands and contribution from new products launched in the year ended March 31, 2011 of 4%. A total of 48 new products were launched by us in India, including one bio-similar product—darbepoetin alfa (Cresp®). Bio-similar products are one of our key growth drivers in India and currently represent approximately 5% of our India revenues. Reditux®, our first brand of bio-similar product launched three years ago, was the first, and still continues to be the only, bio-similar monoclonal antibody in the world. In the year ended March 31, 2011, Reditux® registered a significant growth of 74% over the year ended March 31, 2010 and is now among our top 5 brands in India. In the near to medium term, we expect the growth of our business in India to be in line with the overall India market growth, and to be driven largely by volume growth across products and contribution from new product launches.

Russia.Revenues from Russia for the year ended March 31, 2011 wereLOGO 8,942 million, representing an increase of 24% over the year ended March 31, 2010. In absolute Russian roubles currency terms (i.e., without taking into account the effect of currency exchange rates), such revenues grew by 29% in the year ended March 31, 2011 as compared to the year ended March 31, 2010. The growth was largely driven by volume growth and new products launched in the year ended March 31, 2011. We launched 7 new brands in Russia during the year ended March 31, 2011, with many being over-the-counter (“OTC”) products. OTC products represent approximately 25% of our overall sales in Russia and we intend to further strengthen our OTC product sales by continuous branding initiatives. According to Pharmexpert, a market research firm, in its “Pharmexpert MAT March 2011” report, our prescription secondary sales (i.e., sales made by our wholesalers to stockists and retailers) for the year ended March 31, 2011 increased by 19% as compared to the Russian pharmaceutical market’s overall growth rate of 7.5%. Consequently, our rank in the Russian pharmaceutical market has improved from 16th as of March 31, 2010 to 15th as of March 31, 2011.

Other Countries of the former Soviet Union.Revenues from other countries of the former Soviet Union for the year ended March 31, 2011 were  LOGO 1,916 million, representing growth of 2% over the year ended March 31, 2010.

Germany. Revenues from Germany for the year ended March 31, 2011 wereLOGO 5,457 million, representing a decline of 25% over the year ended March 31, 2010. The decline was largely due to the continuing pricing challenges resulting from the continuing shift of the German generic pharmaceutical market towards a tender (i.e., competitive bidding) based supply model. In the year ended March 31, 2010, we took measures to restructure our German business (conducted through betapharm and Reddy Holding GmbH) and reduced our workforce by more than 200 personnel. This restructuring significantly improved our operating cash flows from Germany. We expect our business in Germany to remain challenging due to the continuous pricing pressure of a tender based supply business model.

Other Markets.Revenues from our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India) wereLOGO 6,369 million in the year ended March 31, 2011, representing a growth of 22% over the year ended March 31, 2010. Our “Rest of the World” markets include markets such as Venezuela, South-Africa, Australia and New Zealand, as well as various other small markets.

Pharmaceutical Services and Active Ingredients (“PSAI”)

Revenues from our PSAI segment wereLOGO 19,648 million for the year ended March 31, 2011, representing a decrease of 4% from the year ended March 31, 2010. The modest growth in our Active Pharmaceutical Ingredients business, driven by new product launches, was offset by pricing pressures in our existing products. The revenue decline in our Custom Pharmaceutical Services business was largely due to decreased customer orders, resulting from large pharmaceutical companies and bio-technology companies rationing their investments in research and development. During the year ended March 31, 2011, we filed 56 DMFs globally, including 19 in the United States, 7 in Europe and 30 in Russia, India and our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India). Accordingly, our cumulative total DMF filings were 486 worldwide as of March 31, 2011. In our Active Pharmaceutical Ingredients business we expect the growth to be driven by new product launches offset by the continuous pricing pressure on existing products, while in our Custom Pharmaceutical Services business we expect a slow recovery of our business.

Gross Margin

Our gross profit increased toLOGO 40,263 million for the year ended March 31, 2011, fromLOGO 36,340 million for the year ended March 31, 2010. Gross margin as a percentage of total revenues was 54% for the year ended March 31, 2011, as compared to 52% for the year ended March 31, 2010. This increase was largely driven by high margin new products resulting in favorable changes in the products mix (i.e., an increase in the proportion of sales of higher gross margin products and a decrease in the proportion of sales of lower gross margin products) of our Global Generics segment in North America (the United States and Canada) for the year ended March 31, 2011.

Gross margin include credits of various export related incentive schemes granted by the Government of India ofLOGO 1,491 million for the year ended March 31, 2011, as compared toLOGO 573 million for the year ended March 31, 2010. The magnitude of such credits that will be available to us in the future will depend on the Government of India’s fiscal policies, which are based on macro-economic considerations. If the Government of India reduces the amount of such credits or otherwise modifies or alters the relevant schemes in any manner adverse to us, without a proportionate compensation in any other form, our gross margins may be adversely impacted.

Global Generics

Gross margin for our Global Generics segment increased to 65% for the year ended March 31, 2011, as compared to 60% for the year ended March 31, 2010. This growth was largely due to high margin new products in North America (the United States and Canada) resulting in favorable changes in our products mix (i.e., an increase in the proportion of sales of higher gross margin products and a decrease in the proportion of sales of lower gross margin products) in this segment.

Pharmaceutical Services and Active Ingredients

Gross margin for our PSAI segment decreased to 26% for the year ended March 31, 2011, as compared to 33% for the year ended March 31, 2010. This decrease in gross margin was primarily due to pricing pressures experienced by our existing products in our Active Pharmaceutical Ingredients business and unfavorable changes in the services mix (i.e., an increase in the proportion of sales of lower gross margin services and a decrease in the proportion of sales of higher gross margin services) of our Custom Pharmaceutical Services business.

Selling, general and administrative expenses

Selling, general and administrative expenses as a percentage of total revenues were 32% for the year ended March 31, 2011, which is the same as the percentage for the year ended March 31, 2010. Selling, general and administrative expenses increased by 5% toLOGO 23,689 million for the year ended March 31, 2011, as compared toLOGO 22,505 million for the year ended March 31, 2010. The increase was primarily on account of higher legal expenses in the United States attributable to fexofenadine related litigation costs; OTC related marketing expenditures in Russia and other counties of the former Soviet Union; and expenditures related to establishing a new field force in India. However, these increases in expenses were partially offset by cost decreases attributable to the restructuring of our German business (conducted through betapharm and Reddy Holding GmbH) and related workforce reductions during the year ended March 31, 2010.

Furthermore, amortization expenses decreased by 20% toLOGO 1,186 million for the year ended March 31, 2011, fromLOGO 1,479 million for the year ended March 31, 2010. This decrease in amortization expenses was because we did not record any write- downs of assets of the betapharm cash generating unit in the year ended March 31, 2011, as compared to write-downs ofLOGO 3,456 million of intangible assets andLOGO 5,147 million of goodwill of our betapharm cash generating unit in the year ended March 31, 2010.

Research and development expenses

Research and development expenses increased by 33% toLOGO 5,060 million during the year ended March 31, 2011, as compared toLOGO 3,793 million during the year ended March 31, 2010. Our research and development expenditures accounted for 7% of our total revenues during the year ended March 31, 2011, as compared to 5% during the year ended March 31, 2010. This increase in costs was primarily due to higher research and development expenditures in our Global Generics segment for the year ended March 31, 2011.

Impairment loss on other intangible assets and goodwill

No impairment was recorded for the year ended March 31, 2011.

During the year ended March 31, 2009, there were significant changes in the German generic pharmaceuticals market that impacted the operations of our German subsidiary betapharm. The biggest change was the shift to a tender based supply model within the German generic pharmaceutical market, as most prominently evidenced by the announcement of a large competitive bidding (or “tender”) process by the Allgemeine Ortskrankenkassen (“AOK”), the largest German statutory health insurance fund (“SHI fund”). In addition, there was a continuing decrease in prices of pharmaceutical products and an increased quantity of discount contracts being negotiated with other SHI funds.

Further tenders were announced by several of the SHI funds during the year ended March 31, 2010. We participated in these tenders through our wholly owned German subsidiary, betapharm. The final results of a majority of these tenders indicated a lower than anticipated success rate for betapharm.

Due to these results, we re-assessed the impact of such tenders on our future sales and profits in the German market. In light of further deterioration of prices and adverse market conditions in Germany due to the rapid shift of the German generic pharmaceutical market towards a tender (i.e., competitive bidding) based supply model, we recorded an impairment loss of:

LOGO 2,112 million for product related intangibles;

LOGO 5,147 million towards the carrying value of goodwill; and

LOGO 1,211 million towards our trademark/brand—‘beta’, which forms a significant portion of the intangible asset value of the betapharm cash generating unit.

Accordingly, during the year ended March 31, 2010, we recorded a write-down of intangible assets ofLOGO 3,456 million and a write-down of goodwill ofLOGO 5,147 million. In the year ended March 31, 2009, we recorded a write-down of intangible assets ofLOGO 3,167 million and a write down of goodwill ofLOGO 10,856 million. In the year ended March 31, 2011, we did not record any further write-downs of assets of the betapharm cash generating unit.

Other (income)/expense, net

In the year ended March 31, 2011, our net other income wasLOGO 1,115 million, as compared to net other income ofLOGO 569 million in the year ended March 31, 2010. Our net other income in the year ended March 31, 2011 was primarily higher on account of a profit from the sale of land amounting toLOGO 292 million and a benefit of negative goodwill ofLOGO 73 million realized in accordance with purchase price allocation accounting under IFRS on account of our acquisition of a penicillin-based antibiotics manufacturing site in Bristol, Tennessee, U.S.A from GlaxoSmithKline plc and Glaxo Group Limited.

Results from operating activities

As a result of the foregoing, our earnings from operating activities wereLOGO 12,629 million for the year ended March 31, 2011, as compared to  LOGO 2,008 million for the year ended March 31, 2010. Our earnings from operating activities for the year ended March 31, 2010 were significantly lower due to the above referenced write-down of intangible assets of the betapharm cash generating unit of 3,456 million and write-down of goodwill of the betapharm cash generating unit of  LOGO 5,147 million.

Finance (expense)/income, net

For the year ended March 31, 2011, our net finance expense wasLOGO 189 million, as compared to net finance expense of  LOGO 3 million for the year ended March 31, 2010.

Foreign exchange loss wasLOGO 57 million for the year ended March 31, 2011, as compared to a foreign exchange gain of 72 million for the year ended March 31, 2010.

Net interest expense wasLOGO 127 million for the year ended March 31, 2011, as compared toLOGO 123 million for the year ended March 31, 2010.

Profit on sale of investments wasLOGO 68 million for the year ended March 31, 2011, as compared toLOGO 48 million for the year ended March 31, 2010.

Profit/(loss) before income taxes

The foregoing resulted in a profit (before income tax) ofLOGO 12,443 million for the year ended March 31, 2011, as compared toLOGO 2,053 million for the year ended March 31, 2010. Our profit (before income tax) for the year ended March 31, 2010 was significantly lower due to the above referenced write-down of intangible assets of the betapharm cash generating unit ofLOGO 3,456 million and write- down of goodwill of the betapharm cash generating unit ofLOGO 5,147 million.

Income tax expense

Income tax expense wasLOGO 1,403 million for the year ended March 31, 2011, as compared to an income tax expense of  LOGO 985 million for the year ended March 31, 2010.

The increase in our income tax expense was primarily attributable to the following factors:

A tax benefit that arose for the year ended March 31, 2010 in our German operations (primarily on account of the significant reversal of deferred tax liability on intangibles corresponding to the impairment charge recorded in betapharm) did not exist during the year ended March 31, 2011.

A higher proportion of our profits for the year ended March 31, 2011 were taxed in jurisdictions with higher tax rates as compared to the year ended March 31, 2010.

During the year ended March 31, 2010, the German tax authorities concluded their preliminary tax audits for betapharm, covering the years ended March 31, 2001 through March 31, 2004, and objected to certain tax positions taken in those years’ income tax returns filed by betapharm. Our estimate of the additional tax liability that could arise on conclusion of the tax audits isLOGO 302 million (EUR 5 million). Accordingly, we recorded the amount as additional tax expense in our income statement for the year ended March 31, 2010. As part of the acquisition of betapharm during the year ended March 31, 2006, we acquired certain pre-existing income tax liabilities pertaining to betapharm for the fiscal periods prior to the date of the closing of the acquisition (in March 2006). Accordingly, the terms of the Sale and Purchase Agreement provided thatLOGO 324 million (EUR 6 million) of the purchase consideration would be set aside in an escrow account, to fund against certain indemnity claims by us in respect of legal and tax matters that may arise covering such pre-acquisition periods. The right to make tax related indemnity claims under the Sale and Purchase Agreement only applies with respect to taxable periods from January 1, 2004 until November 30, 2005, and lapses and is time barred at the end of the seven year anniversary of the closing of the acquisition (in March 2013). To the extent that the tax audits cover periods not subject to the indemnity rights under the Sale and Purchase Agreement, we have additional indemnity rights pursuant to a tax indemnity agreement with Santo Holdings, the owner of betapharm prior to 3i Group plc.

Upon receipt of such preliminary tax notices, we initiated the process of exercising such indemnity rights against the sellers of betapharm and Santo Holdings and have concluded that as of March 31, 2011 recovery of the full tax amounts demanded by the German tax authorities is virtually certain. Accordingly, a separate asset ofLOGO 302 million (EUR 5 million) representing such indemnity rights has been recorded as part of “other assets” in the statement of financial position, with a corresponding credit to the current tax expense.

Profit/(loss) for the period

As a result of the foregoing, our net result was a profit ofLOGO 11,040 million for the year ended March 31, 2011, as compared to a net profit ofLOGO 1,068 million, for the year ended March 31, 2010. Our profit for the year ended March 31, 2010 was significantly lower due to the above referenced write-down of intangible assets of the betapharm cash generating unit ofLOGO 3,456 million and a write-down of goodwill of the betapharm cash generating unit ofLOGO 5,147 million.

Fiscal Year Ended March 31, 2010 Compared to Fiscal Year Ended March 31, 2009

Revenues

 

Our overall revenues increased by 1% to Rs.70,277LOGO 70,277 million for the year ended March 31, 2010, as compared to Rs.69,441LOGO 69,441 million for the year ended March 31, 2009. Excluding revenues from sumatriptan (the authorized generic version of Imitrex®, for which we had exclusivity in the market for four months during the year ended March 31, 2009), our total revenues grew by 9% to Rs.67,734LOGO 67,734 million in the year ended March 31, 2010, as compared to Rs.62,253LOGO 62,253 million in the year ended March 31, 2009. For the year ended March 31, 2010, 82% of our total revenue was derived from markets outside of India, with 18% of our total revenue derived from India. The allocation of revenues among geographies changed considerably from the year ended March 31, 2009 to the year ended March 31, 2010, primarily due to decreased revenues from sales of sumatriptan in the United States. As a result, North America (the United States and Canada) accounted for 30% of our total revenues in the year ended March 31, 2010, as compared to 35% of our total revenues in the year ended March 31, 2009. Europe accounted for 24% of our total revenues for the year ended March 31, 2010, as compared to 26% for the year ended March 31, 2009. Russia and other countries of the former Soviet Union accounted for 13% of our total revenues for the year ended March 31, 2010, as compared to 11% for the year ended March 31, 2009. India accounted for 18% of our total revenues during the year ended March 31, 2010, as compared to 17% during the year ended March 31, 2009.

Revenues from our Global Generics segment were Rs.48,606 million for the year ended March 31, 2010, as compared to Rs.49,790 million for the year ended March 31, 2009. This decrease was primarily due to a decrease in revenues from sales of sumatriptan in the United States, from Rs.7,188 million for the year ended March 31, 2009 to Rs.2,543 million for the year ended March 31, 2010. This decrease in sumatriptan revenues was partially offset by increased revenues from our other markets, including India and Russia.
Revenues from our Pharmaceutical Services and Active Ingredients segment increased by 9% to Rs.20,404 million during the year ended March 31, 2010, as compared to Rs.18,758 million during the year ended March 31, 2009. The increase primarily resulted from growth in revenues from Europe by 8% and from our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India) by 17%.
For the year ended March 31, 2010, on an average basis, the Indian rupee depreciated by approximately 3% against the U.S. dollar compared to the average exchange rate for the year ended March 31, 2009. Excluding the impact of changes in foreign currency exchange rates and changes in the mark to market value of cash-flow hedges (i.e., derivative contracts to hedge against foreign currency risks), our total revenues fell by 1% to Rs.69,968 million for the year ended March 31, 2010, as compared to Rs.70,896 million for the year ended March 31, 2009.
Our provision for sales returns during the year ended March 31, 2010 was Rs.932 million, as compared to Rs.663 million during the year ended March 31, 2009. This increase in our provision was primarily due to greater than expected returns processed by us during the year ended March 31, 2010, as compared to our earlier estimates. Consistent with our accounting policy for creating provisions for sales returns (discussed in Note 3.l. of our consolidated financial statements), we periodically assess the adequacy of our allowance for sales returns based on the criteria discussed in our Critical Accounting Policies, as well as sales returns actually processed during the year ended March 31, 2010. As we progressed through the year ended March 31, 2010, we noted an increase in our returns and, accordingly, re-evaluated our estimate. The increase in sales returns was partly attributed to a one-time return in the U.S. market due to a product odor issue. In addition, the increase in sales returns was also significantly due to growth in our sales volumes and revenues. There was a 9% increase in our total revenues for the year ended March 31, 2010 over the year ended March 31, 2009, excluding the sales of sumatriptan. This increase in returns is reflected both in our higher incremental provision created and higher actual returns processed in the year ended March 31, 2010 as compared to the year ended March 31, 2009. For further information regarding our sales return provisions, see Note 22 to our consolidated financial statements.

 

Revenues from our Global Generics segment wereLOGO 48,606 million for the year ended March 31, 2010, as compared toLOGO 49,790 million for the year ended March 31, 2009. This decrease was primarily due to a decrease in revenues from sales of sumatriptan in the United States, fromLOGO 7,188 million for the year ended March 31, 2009 toLOGO 2,543 million for the year ended March 31, 2010. This decrease in sumatriptan revenues was partially offset by increased revenues from our other markets, including India and Russia.

67

Revenues from our Pharmaceutical Services and Active Ingredients segment increased by 9% toLOGO 20,404 million during the year ended March 31, 2010, as compared toLOGO 18,758 million during the year ended March 31, 2009. The increase primarily resulted from growth in revenues from Europe by 8% and from our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India) by 17%.

For the year ended March 31, 2010, on an average basis, the Indian rupee depreciated by approximately 3% against the U.S. dollar compared to the average exchange rate for the year ended March 31, 2009. Excluding the impact of changes in foreign currency exchange rates and changes in the mark to market value of cash-flow hedges (i.e., derivative contracts to hedge against foreign currency risks), our total revenues fell by 1% toLOGO 69,968 million for the year ended March 31, 2010, as compared toLOGO 70,896 million for the year ended March 31, 2009.


Our provision for sales returns during the year ended March 31, 2010 wasLOGO 932 million, as compared toLOGO 663 million during the year ended March 31, 2009. This increase in our provision was primarily due to greater than expected returns processed by us during the year ended March 31, 2010, as compared to our earlier estimates. Consistent with our accounting policy for creating provisions for sales returns (discussed in Note 3.l. of our consolidated financial statements), we periodically assess the adequacy of our allowance for sales returns based on the criteria discussed in our Critical Accounting Policies, as well as sales returns actually processed during the year ended March 31, 2010. As we progressed through the year ended March 31, 2010, we noted an increase in our returns and, accordingly, reevaluated our estimate. The increase in sales returns was partly attributed to a one- time return in the U.S. market due to a product odor issue. In addition, the increase in sales returns was also significantly due to growth in our sales volumes and revenues. There was a 9% increase in our total revenues for the year ended March 31, 2010 over the year ended March 31, 2009, excluding the sales of sumatriptan. This increase in returns is reflected both in our higher incremental provision created and higher actual returns processed in the year ended March 31, 2010 as compared to the year ended March 31, 2009. For further information regarding our sales return provisions, see Note 22 to our consolidated financial statements.

Revenues Segment analysis

Global Generics

For the year ended March 31, 2010, our Global Generics segment accounted for 69% of our total revenues, as compared to 72% for the year ended March 31, 2009. Revenues in this segment decreased by 2% to Rs.48,606LOGO 48,606 million for the year ended March 31, 2010, as compared to Rs.49,790LOGO 49,790 million for the year ended March 31, 2009. Excluding the impact of movements in foreign currency exchange rates and changes in mark to market values of cash-flow hedges (i.e., derivative contracts to hedge against foreign currency risks), the revenues of this segment decreased by 3% to Rs.48,838LOGO 48,838 million for the year ended March 31, 2010, as compared to Rs.50,590LOGO 50,590 million for the year ended March 31, 2009.

Revenues from North America (the United States and Canada) in this segment decreased by 15% to Rs.16,817LOGO 16,817 million for the year ended March 31, 2010, as compared to Rs.19,843LOGO 19,843 million for the year ended March 31, 2009. This decrease was primarily due to the launch of sumatriptan, our authorized generic version of Imitrex®, in the year ended March 31, 2009, which generated revenues of Rs.7,1887,188 million for the year ended March 31, 2009, as compared to Rs.2,543LOGO 2,543 million for the year ended March 31, 2010. Excluding the revenues from sumatriptan, our revenues in this segment from North America (the United States and Canada) grew by 13% to Rs.14,274LOGO 14,274 million for the year ended March 31, 2010, as compared to Rs.LOGO 12,655 million for the year ended March 31, 2009. The increase was mainly due to new product launches, including nateglinide, omeprazole magnesium (OTC) and fluoxetine DR, which generated revenues of  Rs.763LOGO 763 million during the year ended March 31, 2010. Revenues from our OTC business in this segment increased by 59% to  Rs.1,575LOGO 1,575 million for the year ended March 31, 2010, as compared to Rs.992LOGO 992 million for the year ended March 31, 2009.

Revenues from India constituted 21% of this segment’s total revenues for the year ended March 31, 2010, as compared to 17% for the year ended March 31, 2009. Revenues in this segment from India increased by 20% to Rs.10,158LOGO 10,158 million for the year ended March 31, 2010, as compared to Rs.8,478LOGO 8,478 million for the year ended March 31, 2009. This growth of 20% was primarily attributable to a 6% increase in revenues (amounting to  Rs.489LOGO 489 million) due to new product launches and a 16% increase in sales volumes of key brands (such as Omez and Omez DR, our brands of omeprazole, Razo and Razo D, our brand of rabeprazole, Reditux, our brand of rituximab, and Nise, our brand of nimesulide), which was partially offset by a decrease of 2% in average prices. Revenues from Europe in this segment decreased by 19% to Rs.9,643LOGO 9,643 million for the year ended March 31, 2010, as compared to Rs.11,886LOGO 11,886 million for the year ended March 31, 2009. Revenues of betapharm decreased to Rs.7,298LOGO 7,298 million for the year ended March 31, 2010, as compared to Rs.9,854LOGO 9,854 million for the year ended March 31, 2009. This decrease was primarily due to lower sales volumes and severe pricing pressures resulting from the rapid shift of the German generic pharmaceutical market towards a tender (i.e., competitive bidding) based supply model.

Revenues from Russia in this segment increased by 25% to Rs.7,232LOGO 7,232 million for the year ended March 31, 2010, as compared to Rs.5,803LOGO 5,803 million for the year ended March 31, 2009. This increase was largely on account of an increase in the prices of our key brands in the Russian market.

Revenues from other countries of the former Soviet Union in this segment increased by 4% to Rs.1,887LOGO 1,887 million for the year ended March 31, 2010, as compared to Rs.1,821LOGO 1,821 million for the year ended March 31, 2009.

Revenues from other markets in this segment increased by 46% to Rs.2,869LOGO 2,869 million for the year ended March 31, 2010, as compared to Rs.1,960LOGO 1,960 million for the year ended March 31, 2009. This increase was primarily due to increases in revenues from Venezuela, New Zealand and South Africa.

Pharmaceutical Services and Active Ingredients (“PSAI”)

For the year ended March 31, 2010, our PSAI segment accounted for 29% of our total revenues, as compared to 27% for the year ended March 31, 2009. Revenues in this segment increased by 9% to Rs.20,404LOGO 20,404 million for the year ended March 31, 2010, as compared to Rs.18,758LOGO 18,758 million for the year ended March 31, 2009. Excluding the impact of movements in foreign currency exchange rates and changes in mark to market values of cash-flow hedges (i.e., derivative contracts to hedge against foreign currency risks), the revenues of this segment increased by 2% to Rs.19,875LOGO 19,875 million for the year ended March 31, 2010, as compared to Rs.19,412LOGO 19,412 million for the year ended March 31, 2009.

Revenues in this segment from Europe increased by 8% to Rs.6,652LOGO 6,652 million for the year ended March 31, 2010, as compared to Rs.6,160LOGO 6,160 million for the year ended March 31, 2009. The increase was primarily due to increased sales of gemcitabine, clopidogrel and montelukast, all products that we were able to launch ahead of our competitors, which was partially offset by a decrease in the prices of our other products in Europe.

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Revenues in this segment from North America (the United States and Canada) decreased by 5% to Rs.3,673LOGO 3,673 million for the year ended March 31, 2010, as compared to Rs.3,875LOGO 3,875 million for the year ended March 31, 2009. The decrease was primarily due to a decrease in sales volumes of naproxen, finasteride, ibuprofen and montelukast, which was partially offset by an increase in sales volumes of certain of our other products.

Revenues in this segment from our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India) increased by 17% to Rs.7,433LOGO 7,433 million for the year ended March 31, 2010, as compared to Rs.6,340LOGO 6,340 million for the year ended March 31, 2009. This increase was primarily due to an increase in sales from Israel, Turkey, Brazil and Japan.

During the year ended March 31, 2010, revenues from India accounted for 13% of our revenues from this segment. Revenues in this segment from India increased by 11% to Rs.2,646LOGO 2,646 million for the year ended March 31, 2010, as compared to Rs.2,383LOGO 2,383 million for the year ended March 31, 2009, largely due to increases in prices of our products.

Gross Margin

Total gross margin as a percentage of total revenues was 52% for the year ended March 31, 2010, as compared to 53% for the year ended March 31, 2009. Total gross margin decreased to Rs.36,340LOGO 36,340 million for the year ended March 31, 2010, from Rs.36,500LOGO 36,500 million for the year ended March 31, 2009. The decrease in gross margin was primarily due to a decrease in revenues from sales of sumatriptan, which generated a significantly higher margin than the average margin for our products.

Global Generics

Gross margin of this segment decreased to 60% of this segment’s revenues for the year ended March 31, 2010, as compared to 61% of this segment’s revenues for the year ended March 31, 2009. Excluding the impact of derivative instruments designated as cash-flow hedges (i.e., derivative contracts to hedge against foreign currency risks), the gross margin of this segment was 60% of this segment’s revenues for the year ended March 31, 2010, as compared to 61.8% of this segment’s revenues for the year ended March 31, 2009. This decrease was due to lower revenues from sumatriptan, our authorized generic version of Imitrex®, which was launched during the year ended March 31, 2009 and for which exclusivity ended in August 2009, partially offset by margin improvements in this segment’s Russian sales and margins for new products launched in our North America (the United States and Canada) business.

Pharmaceutical Services and Active Ingredients

Gross margin of this segment increased to 33% of this segment’s revenues for the year ended March 31, 2010, as compared to 30% of this segment’s revenues for the year ended March 31, 2009. Excluding the impact of cash-flow hedges (i.e., derivative contracts to hedge against foreign currency risks), the gross margin of this segment was 32.5% of this segment’s revenues for the year ended March 31, 2010, as compared to 33% of this segment’s revenues for the year ended March 31, 2009. This increase in gross margin was primarily due to cost improvement initiatives taken in this segment’s business, which was partially offset by severe pricing pressures in this segment’s business resulting from increased competition.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by 7% to Rs.22,505LOGO 22,505 million for the year ended March 31, 2010, as compared to Rs.21,020LOGO 21,020 million for the year ended March 31, 2009. During the year ended March 31, 2010, we recorded a one-time charge of Rs.885LOGO 885 million related to termination benefits payable to certain employees in Germany. During the year ended March 31, 2010, we also closed our research facility in Atlanta, Georgia in the United States of America, and announced a re-organization of our North American Generics(the United States and Canada) generics business in Charlotte, North Carolina in the United States of America, which triggered one time closure related costs. Our selling and administrative expenses otherwise remained flat, primarily due to increases in salaries and inflation in our India business, offset by a decrease in overall costs in Germany due to restructuring.

Amortization expenses were Rs.1,479LOGO 1,479 million during the year ended March 31, 2010, as compared to Rs.1,503LOGO 1,503 million during the year ended March 31, 2009.

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Research and development expenses

Research and development expenses decreased by 6% to Rs.3,793LOGO 3,793 million during the year ended March 31, 2010, as compared to Rs.4,037LOGO 4,037 million during the year ended March 31, 2009. As a percentage of our total revenues, our research and development expenditures decreased to 5% during the year ended March 31, 2010, as compared to 6% during the year ended March 31, 2009. The decrease in research and development expenses was due to lower project expenses and bio-study costs, as the number of projects that reached completion were lower as compared to the year ended March 31, 2009. In the year ended March 31, 2010, we also calibrated our research and development expenditures processes to reduce our investments in projects where expenditures were high and relative risk was greater.

Impairment loss on other intangible assets and goodwill

During the year ended March 31, 2009, there were significant changes in the German generic pharmaceutical market that impacted the operations of our German subsidiary betapharm. The biggest change was the shift to a tender based supply model within the German generic pharmaceutical market, as most prominently evidenced by the announcement of a large competitive bidding (or “tender”) process by the Allgemeine Ortskrankenkassen (“AOK”), the largest German statutory health insurance fund (“SHI fund”). In addition, there was a continuing decrease in prices of pharmaceutical products and an increased quantity of discount contracts being negotiated with other SHI funds.

In the AOK tender, we were awarded 8 products (with 33 contracts) covering AOK-insured persons in various regions within Germany, which represented 17% of the overall volume of the products covered by the AOK tender. betapharm was among the top three companies in terms of number of contracts awarded. While our future sales volumes are expected to increase for the products awarded to us under the AOK tender, we expect that our overall profit margins under the AOK tender arrangement will be significantly lower due to decreased prices per unit of product. Also, the products awarded to us in the AOK tender did not include products that we consider to be our key products.

Due to these developments, as at March 31, 2009, we tested the carrying value of our product related intangibles and goodwill for impairment. The impairment test resulted in our recording an impairment loss on certain product related intangibles amounting to Rs.3,167LOGO 3,167 million and impairment loss of Rs.10,856LOGO 10,856 million on goodwill of the betapharm cash generating unit during the year ended March 31, 2009.

Pursuant to the ongoing reforms in the German generic pharmaceutical market as referenced earlier, further tenders were announced by several of the State Healthcare Insurance (“SHI”) funds during the year ended March 31, 2010. We participated in these tenders through our wholly owned subsidiary betapharm. The final results of a majority of these tenders indicated a lower than anticipated success rate for betapharm.

Due to these results, we re-assessed the impact of such tenders on our future sales and profits in the German market. In light of further deterioration of prices and adverse market conditions in Germany due to the rapid shift of the German generic pharmaceutical market towards a tender (i.e., competitive bidding) based supply model, we recorded an impairment loss of:

Rs.2,112 million for product related intangibles;
Rs.5,147 million towards the carrying value of goodwill; and
Rs.1,211 million towards our trademark/brand — ‘beta’, which forms a significant portion of the betapharm cash generating unit.

LOGO 2,112 million for product related intangibles;

LOGO 5,147 million towards the carrying value of goodwill; and

LOGO 1,211 million towards our trademark/brand—‘beta’, which forms a significant portion of the intangible asset value of the betapharm cash generating unit.

Accordingly, during the year ended March 31, 2010, we recorded a write-down of intangible assets of Rs.3,456LOGO 3,456 million and a write-down of goodwill of Rs.5,147LOGO 5,147 million. In the year ended March 31, 2009, we recorded a write-down of intangible assets of Rs.3,1673,167 million and a write down of goodwill of Rs.10,856LOGO 10,856 million.

De-recognition of intangible assets

In April 2008, we acquired BASF Corporation’s pharmaceutical contract manufacturing business and manufacturing facility in Shreveport, Louisiana in the United States of America. As part of the purchase price, Rs.482LOGO 482 million was allocated to “customer related intangible assets” and “product-related intangibles”. Rs.142LOGO 142 million of this allocation pertained to a contract with Par Pharmaceuticals Inc. (“Par”) relating to sales of ibuprofen to Par. During the year ended March 31, 2010, there was clear evidence of a decline in sales of ibuprofen to Par. Accordingly, as of December 31, 2009 we wrote off the remaining intangible asset of Rs.133LOGO 133 million pertaining to this product and customer, as we expect no economic benefits from the use or disposal of these contracts in future periods. The amount derecognized is disclosed as part of “impairment loss on other intangible assets” in our consolidated income statement.

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Other (income)/expense, net

In the year ended March 31, 2010, our net other income was Rs.569LOGO 569 million, as compared to net other expense of  Rs.254LOGO 254 million in the year ended March 31, 2009. The higher net other expenses in the year ended March 31, 2009 was largely due to an expense of Rs.916916 million for liquidated damages paid to Eli Lilly arising out of an unfavorable court decision relating to its olanzapine patent in Germany, explained further in Item 8.a. below under the heading “Legal Proceedings”.

Results from operating activities

As a result of the foregoing, our results from operating activities was a profit of Rs.2,008LOGO 2,008 million for the year ended March 31, 2010, as compared to a loss of Rs.2,834LOGO 2,834 million for the year ended March 31, 2009.

Finance (expense)/income, net

For the year ended March 31, 2010, our net finance expense was Rs.3LOGO 3 million, as compared to net finance expense of Rs.1,186LOGO 1,186 million for the year ended March 31, 2009.

For the year ended March 31, 2010, our finance expense, excluding foreign exchange gain/loss, decreased by 86% to Rs.75LOGO 75 million, as compared to Rs.553LOGO 553 million for the year ended March 31, 2009. The decrease was attributable to a decrease in our interest expense by 64% during the year ended March 31, 2010, due to a decline in interest rates and repayment of long term borrowings.

Foreign exchange gain was Rs.72LOGO 72 million for the year ended March 31, 2010, as compared to a foreign exchange loss of Rs.634LOGO 634 million for the year ended March 31, 2009. Foreign exchange gain was primarily due to depreciation of the Indian rupee/U.S. dollar exchange rate by 3% during the year ended March 31, 2010. Our foreign exchange loss during the year ended March 31, 2009 was primarily due to depreciation of the Indian rupee/U.S. dollar exchange rate by 14% during such period. Such depreciation resulted in losses on short U.S.$/INR derivative contracts and translation losses on outstanding packing credit loans in foreign currencies.

Profit/(loss) before income taxes

The foregoing resulted in a profit (before income tax) of Rs.2,053LOGO 2,053 million for the year ended March 31, 2010, as compared to a loss of Rs.3,996LOGO 3,996 million for the year ended March 31, 2009.

Income tax expense

Income tax expense was Rs.985LOGO 985 million for the year ended March 31, 2010, as compared to an income tax expense of Rs.1,172LOGO 1,172 million for the year ended March 31, 2009.

Income tax expenses were lower primarily on account of a higher proportion of our profits for the year ended March 31, 2010 being taxed in jurisdictions with lower tax rates as compared to the year ended March 31, 2009. Additionally, taxable profits in our North American (the United States and Canada) business for the year ended March 31, 2010 were lower than those in the year ended March 31, 2009, largely on account of the expiration of market exclusivity for some of our high margin products during the year ended March 31, 2010. Furthermore, a tax benefit that arose for the year ended March 31, 2009 in our German operations (largely on account of a provision for damages in our olanzapine litigation with Eli Lilly in Germany) did not exist during the year ended March 31, 2010. The decrease in tax expenses was partially offset by reduced research and development expenditures, resulting in lower weighted deductions under Indian tax laws, and reduction in the proportion of our profits derived from tax exempted manufacturing units in India.

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During the year ended March 31, 2010, the German tax authorities concluded their preliminary tax audits for betapharm, covering the years ended March 31, 2001 through March 31, 2004, and objected to certain tax positions taken in those years’ income tax returns filed by betapharm. Our estimate of the additional tax liability that could arise on conclusion of the tax audits, which are expected to be completed shortly, is Rs.302LOGO 302 million (EUR 5 million). Accordingly, we recorded the amount as additional tax expense in our income statement for the year endingended March 31, 2010. As part of the acquisition of betapharm during the year ended March 31, 2006, we acquired certain pre-existing income tax liabilities pertaining to betapharm for the fiscal periods prior to the date of the closing of the acquisition (in March 2006). Accordingly, the terms of the Sale and Purchase Agreement provided that Rs.324LOGO 324 million (EUR 6 million) of the purchase consideration would be set aside in an escrow account, to fund against certain indemnity claims by us in respect of legal and tax matters that may arise covering such pre-acquisition periods. The right to make tax related indemnity claims under the Sale and Purchase Agreement only applies with respect to taxable periods from January 1, 2004 until November 30, 2005, and lapses and is time barred at the end of the seven year anniversary of the closing of the acquisition (in March 2013). To the extent that the tax audits cover periods not subject to the indemnity rights under the Sale and Purchase Agreement, we have additional indemnity rights pursuant to a tax indemnity agreement with Santo Holdings, the owner of betapharm prior to 3i Group plc.

Upon receipt of such preliminary tax notices, we initiated the process of exercising such indemnity rights against the sellers of betapharm and Santo Holdings and have concluded that as of March 31, 2010 recovery of the full tax amounts demanded by the German tax authorities is virtually certain. Accordingly, a separate asset of Rs.302LOGO 302 million (EUR 5 million) representing such indemnity rights has been recorded as part of “other assets” in the statement of financial position, with a corresponding credit to the current tax expense.

Profit/(loss) for the period

As a result of the foregoing, our net result was a profit of Rs.1,068LOGO 1,068 million for the year ended March 31, 2010, as compared to a net loss of Rs.5,168LOGO 5,168 million for the year ended March 31, 2009.

Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
Certain amounts in the years ended March 31, 2009 and 2008 have been reclassified/regrouped to conform to the presentation of the year ended March 31, 2010. The explanations below have been suitably modified in line with such reclassifications.
Revenues
Our overall revenues increased by 39% to Rs.69,441 million in the year ended March 31, 2009, from Rs.50,006 million in the year ended March 31, 2008. Excluding revenues from a unit of the Dow Chemical Company associated with its United Kingdom sites in Mirfield and Cambridge (hereinafter referred to as the “Dow Pharma Unit”), BASF’s manufacturing facility in Shreveport, Louisiana in the United States of America and related pharmaceutical contract manufacturing business (hereinafter referred to as the “Shreveport facility”) and Jet Generici SRL (hereinafter referred to as “Jet Generici”), each of which was acquired in April 2008, revenues grew by 33% to Rs.66,644 million during the year ended March 31, 2009. During the year ended March 31, 2009, we launched sumatriptan (an authorized generic version of Imitrex®) in the United States, which accounted for Rs.7,188 million of our consolidated revenues. Excluding the revenues from sumatriptan and revenues from the Dow Pharma Unit, the Shreveport facility and Jet Generici, our revenues increased by 19% to Rs.59,456 million during the year ended March 31, 2009.
Revenues from our Global Generics segment increased by 51% to Rs.49,790 million during the year ended March 31, 2009, from Rs.32,872 million in the year ended March 31, 2008. The increase primarily resulted from an increase in revenues from North America (the United States and Canada), Russia and our “Rest of the World” markets. Excluding revenues of Rs.1,684 million from the Shreveport facility and Rs.92 million from Jet Generici, each of which was acquired in April 2008, revenues from our Global Generics segment increased by 46% to Rs.48,014 million during the year ended March 31, 2009. During the year ended March 31, 2009, we launched sumatriptan (an authorized generic version of Imitrex®) in the United States, which accounted for Rs.7,188 million of our consolidated revenues. Excluding the revenues from sumatriptan sales and revenues from the Shreveport facility and Jet Generici, our Global Generics revenues grew by 24% to Rs.40,826 million during the year ended March 31, 2009.
Revenues from our Pharmaceutical Services and Active Ingredients segment increased by 13% to Rs.18,758 million during the year ended March 31, 2009, from Rs.16,623 million during the year ended March 31, 2008. Excluding revenues from the Dow Pharma Unit acquired in April 2008 of Rs.1,021 million, revenues from this segment increased by 7% compared to the year ended March 31, 2008. The increase primarily resulted from growth in revenues from our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India) by 20% and from North America (the United States and Canada) by 16%.

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For the year ended March 31, 2009, we received 35% of our total revenues from North America (the United States and Canada), 26% of our revenues from Europe, 17% of our revenues from India, 11% of our revenues from Russia and other countries of the former Soviet Union and 11% of our revenues from other countries.
For the year ended March 31, 2009, on an average basis, the Indian rupee depreciated by approximately 14% against the U.S. dollar compared to the average exchange rate for the year ended March 31, 2008. This depreciation had a positive impact on our sales because of the increase in rupee realization from sales denominated in U.S. dollars. However, this positive impact was partially offset due to mark to market losses upon maturity of foreign currency derivative contracts, which were acquired to mitigate the risks of foreign currency volatility. The foregoing mark to market losses on foreign currency derivative contracts resulted in a net decrease in our revenues by Rs.1,455 million during the year ended March 31, 2009. Excluding the impact of such mark to market losses, our total revenues grew by 42% to Rs.70,896 million for the year ended March 31, 2009 from Rs.50,006 million for the year ended March 31, 2008.
Revenues Segment analysis
Global Generics
For the year ended March 31, 2009, this segment accounted for 72% of our total revenues, as compared to 66% for the year ended March 31, 2008. Revenues in this segment increased by 51% to Rs.49,790 million for the year ended March 31, 2009 from Rs.32,872 million for the year ended March 31, 2008. Excluding revenues from the Shreveport facility and Jet Generici, each of which was acquired in April 2008, revenues in this segment increased by 46% to Rs.48,014 million for the year ended March 31, 2009 from Rs.32,872 million for the year ended March 31, 2008.
Revenues from North America (the United States and Canada) in this segment increased by 152% to Rs.19,843 million for the year ended March 31, 2009, from Rs.7,873 million in the year ended March 31, 2008. This increase was primarily due to increases in revenues from the launch of sumatriptan, our authorized generic version of Imitrex®, in the year ended March 31, 2009, which generated revenues of Rs.7,188 million for such period. Excluding the revenues from sumatriptan sales, our revenues in this segment from North America (the United States and Canada) grew by 61% to Rs.12,655 million for the year ended March 31, 2009. The increase was mainly due to strengthening of the U.S. dollar as compared to the Indian rupee and higher volumes for our key products such as fexofenadine, simvastatin, omeprazole, pravastatin, and citalopram.
Revenues from India constituted 17% of this segment’s total revenues for the year ended March 31, 2009, as compared to 25% for the year ended March 31, 2008. Revenues in this segment from India increased by 5% to Rs.8,478 million for the year ended March 31, 2009 from Rs.8,060 million for the year ended March 31, 2008. The increase in revenues was due to increases in sales volumes of key brands such as Stamlo, our brand of amlodipine, Omez and Omez DR, our brands of omeprazole, Reditux, our brand of rituximab, and Razo, our brand of rabeprazole, which increases were partially offset by decreases in sales volumes of Nise, our brand of nimesulide. New products launched in India during the year ended March 31, 2009 generated revenues of Rs.232 million in this segment for such period.
Revenues from Europe in this segment increased by 16% to Rs.11,886 million for the year ended March 31, 2009, as compared to Rs.10,216 million for the year ended March 31, 2008. Revenues of betapharm increased to Rs.9,854 million for the year ended March 31, 2009 from Rs.8,189 million for the year ended March 31, 2008. This increase was primarily due to favorable exchange rates, higher volumes for key products and seasonal sales of Grippeimpfstoff beta (vaccine).
Revenues from Russia in this segment increased by 43% to Rs.5,803 million for the year ended March 31, 2009, from Rs.4,064 million for the year ended March 31, 2008. This increase was due to higher sales volumes as well as higher prices of our key brands Nise, our brand of nimesulide, Omez, our brand of omeprazole, Cetrine, our brand of cetrizine, and Ketorol, our brand of ketorolac.
Revenues from other countries of the former Soviet Union in this segment increased by 25% to Rs.1,821 million for the year ended March 31, 2009, as compared to Rs.1,461 million for the year ended March 31, 2008. This increase was primarily due to an increase in revenues from Ukraine, Kazakhstan and Uzbekistan.

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Revenues from other markets in this segment increased by 64% to Rs.1,959 million for the year ended March 31, 2009, as compared to Rs.1,197 million for the year ended March 31, 2008. This increase was due to increases in revenues from Venezuela and South Africa as a result of the launch of clopidogrel and higher sales of Ciproc and Omez.
Excluding the impact of mark to market loss on cash-flow hedges (i.e., derivative contracts to hedge against foreign currency risks) of Rs.800 million, for the year ended March 31, 2009, this segment’s revenue increased by 54% to Rs.50,590 million for the year ended March 31, 2009, as compared to Rs.32,872 million for the year ended March 31, 2008.
Pharmaceutical Services and Active Ingredients (“PSAI”)
For the year ended March 31, 2009, this segment accounted for 27% of our total revenues, as compared to 33% for the year ended March 31, 2008. Revenues in this segment increased by 13% to Rs.18,758 million for the year ended March 31, 2009, as compared to Rs.16,623 million for the year ended March 31, 2008. Excluding revenues from the Dow Pharma Unit acquired in April 2008, revenues from this segment increased to Rs.17,737 million for the year ended March 31, 2009 from Rs.16,623 million for the year ended March 31, 2008.
Revenues in this segment from Europe increased by 9% to Rs.6,160 million for the year ended March 31, 2009, as compared to Rs.5,647 million for the year ended March 31, 2008. The increase was primarily due to increased sales of gemcitabine and sumatriptan, which were partially offset by a decrease in the sales of olanzapine and ramipril.
Revenues in this segment from North America (the United States and Canada) increased by 16% to Rs.3,875 million for the year ended March 31, 2009 from Rs.3,350 million for the year ended March 31, 2008. The increase was primarily due to increased sales of montelukast, rabeprazole sodium and naproxen, which were partially offset by a decrease in sales of ranitidine hydrochloride and ibuprofen.
Revenues in this segment from our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India) increased by 20% to Rs.6,340 million for the year ended March 31, 2009 from Rs.5,274 million for the year ended March 31, 2008. This increase was primarily due to an increase in sales of naproxen and ciprofloxacin and the launch of the new product clopidogrel during the year ended March 31, 2009.
For the year ended March 31, 2009, revenues in this segment from India accounted for 13% of our revenues from this segment, as compared to 14% for the year ended March 31, 2008. Revenues in this segment from India increased by 1% to Rs.2,383 million for the year ended March 31, 2009, as compared to Rs.2,352 million for the year ended March 31, 2008.
Excluding the impact of mark to market losses on cash-flow hedges (i.e., derivative contracts to hedge against foreign currency risks) of Rs.655 million, for the year ended March 31, 2009, this segment’s revenue increased by 17% to Rs.19,413 million for the year ended March 31, 2009 from Rs.16,623 million for the year ended March 31, 2008.
Gross Margin
Total gross margin as a percentage of total revenues was 53% for the year ended March 31, 2009, as compared to 51% for the year ended March 31, 2008. Total gross margin increased to Rs.36,500 million for the year ended March 31, 2009, from Rs.25,408 million for the year ended March 31, 2008.
Global Generics
Gross margin of this segment increased to 61% of this segment’s revenues for the year ended March 31, 2009, as compared to 60% of this segment’s revenues for the year ended March 31, 2008. The increase was primarily due to the launch of sumatriptan, our authorized generic version of Imitrex®, which increase was partially offset by the decrease due to hedging losses (i.e., losses on foreign currency derivatives) of Rs.800 million.

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Pharmaceutical Services and Active Ingredients
Gross margin of this segment decreased to 30% of this segment’s revenues for the year ended March 31, 2009, as compared to 34% of this segment’s revenues for the year ended March 31, 2008. The decrease in gross margin was mainly due to hedging losses (i.e., losses on foreign currency derivatives) of Rs.655 million. Excluding the impact of hedging losses, the gross margin of this segment was 33% of this segment’s revenues for the year ended March 31, 2009, as compared to 34% of this segment’s revenues for the year ended March 31, 2008. The decrease in gross margin was due to a change in product mix (i.e., an increase in the proportion of sales of lower gross margin products, such as Naproxen and Naproxen sodium, and a decrease in the proportion of sales of higher gross margin products, such as olanzapine and finasteride) for the year ended March 31, 2009.
Selling, general and administrative expenses
Selling, general and administrative expenses as a percentage of total revenues were 30% for the year ended March 31, 2009, as compared to 34% for the year ended March 31, 2008. Selling, general and administrative expenses increased by 25% to Rs.21,020 million for the year ended March 31, 2009, from Rs.16,835 million for the year ended March 31, 2008. The increase was in part attributable to an increase in employee costs by 19% due to annual raises and increases in head count arising both out of our three acquisitions and normal additions, as well as an increase in legal and professional expenses due to product related regulatory activities undertaken during the year ended March 31, 2009. The increase was also partly attributable to an increase in marketing expenses by 30% as a result of higher marketing expenses of our Proprietary Products business, growth in shipping costs, higher commission on sales (due to increased revenues), and higher advertisement expenses for campaigns undertaken in Russia, Belarus, Ukraine and Germany.
Furthermore, amortization expenses decreased by 6% to Rs.1,503 million for the year ended March 31, 2009, from Rs.1,588 million for the year ended March 31, 2008. The reduction was primarily due to reduced amortization at betapharm for certain product related intangibles due to write-downs recorded in March 31, 2008, and was partially offset by an increase in amortization expenses of Rs.165 million for the year ended March 31, 2009 due to our acquisition of the Dow Pharma Unit, the Shreveport facility and Jet Generici.
Research and development expenses
Research and development costs increased by 14% to Rs.4,037 million for the year ended March 31, 2009, from Rs.3,533 million for the year ended March 31, 2008. As a percentage of revenues, research and development expenditures accounted for 6% of our total revenue in the year ended March 31, 2009, as compared to 7% for the year ended March 31, 2008. This increase in costs was primarily due to an increase in development activities in our Global Generics and Proprietary Products segments during the year ended March 31, 2009.
Impairment loss on other Intangible Assets and Goodwill
During the year ended March 31, 2009, there were significant changes in the generics market related to our German subsidiary betapharm. These changes included the announcement of a large competitive bidding (or “tender”) process from AOK (the largest German State Healthcare (“SHI”) fund), a continuing decrease in the reference prices of pharmaceutical products and increased quantity of discount contracts being negotiated with SHI funds. AOK’s tender process represents a shift to a tender based supply model within the German generics market. We were awarded 8 products representing 33 contracts covering the AOK-insured persons in various regions within Germany, which represented 17% of the overall volume of the products covered by the AOK tender. While our future sales volumes are expected to increase for the products awarded to us under the tender, the expected overall price realization under the tender arrangement will be significantly lower due to decreased price per unit of product. Also, the products awarded did not include our key products.
Due to these developments, as at March 31, 2009, we tested the carrying value of our product related intangibles for impairment. The impairment testing indicated that the carrying values of certain product-related intangibles were higher than their recoverable value, resulting in us recording an impairment loss on certain product related intangibles amounting to Rs.3,167 million during the year ended March 31, 2009.
As at March 31, 2009, we also performed our annual impairment analysis related to the betapharm cash generating unit, comprised of the above product related intangibles, the indefinite life trademark brand — ‘beta’ and acquired goodwill. The recoverable value of our betapharm cash generating unit was based on its fair value less costs to sell, which was higher than its value in use. The impairment testing indicated that the carrying value of the betapharm cash generating unit was higher than its recoverable value, resulting in us recording an impairment loss of goodwill amounting to Rs.10,856 million during the year ended March 31, 2009.

75


Other (income)/expense, net
Other expense was Rs.254 million for the year ended March 31, 2009, as compared to income of Rs.402 million for the year ended March 31, 2008. This was primarily due to the Rs.916 million provided as payable to Eli Lilly to settle its patent infringement claims arising from our sales of olanzapine in Germany. This was partially offset by income of Rs.150 million on account of negative goodwill resulting from the acquisition of the Dowpharma Small Molecule business and Mirfield plant, as well as an increase in other income by Rs.512 million primarily due to an increase in sales of spent chemicals, royalty income and other miscellaneous income.
Results from operating activities
As a result of the foregoing, our results from operating activities decreased to a loss of Rs.2,834 million for the year ended March 31, 2009, as compared to a profit of Rs.2,341 million for the year ended March 31, 2008.
Finance income/(expense), net
For the year ended March 31, 2009, our net finance expense was Rs.1,186 million, as compared to net finance income of Rs.521 million for the year ended March 31, 2008.
For the year ended March 31, 2009, our finance income, excluding foreign exchange gain/loss, decreased by 44% to Rs.482 million from Rs.862 million for the year ended March 31, 2008. The decrease was attributable to a decrease in our interest income from fixed deposits resulting from a decrease in our fixed deposits base, which was partially offset by an increase in gains on sales of investments. For the year ended March 31, 2009, our interest expense decreased by 4% to Rs.1,034 million, from Rs.1,080 million for the year ended March 31, 2008.
Foreign exchange loss was Rs.634 million for the year ended March 31, 2009 as compared to a foreign exchange gain of Rs.738 million for the year ended March 31, 2008, primarily due to depreciation of the Indian rupee/U.S. dollar exchange rate by 14% during the year ended March 31, 2009. Such depreciation resulted in losses on short U.S.$/INR derivative contracts and translation losses on outstanding packing credit loans in foreign currencies.
Profit/(loss) before income taxes
The foregoing resulted in a loss before income tax of Rs.3,996 million for the year ended March 31, 2009, as compared to profit of Rs.2,864 million for the year ended March 31, 2008.
Income tax expense
Income tax expense was Rs.1,172 million for the year ended March 31, 2009, as compared to an income tax benefit of Rs.972 million for the year ended March 31, 2008. The increase in the tax expense for the year ended March 31, 2009 was largely due to higher taxable profits in our North America (United States and Canada) and India businesses, which were partially offset by certain tax benefits. These tax benefits included a benefit attributable to losses in our German operations (primarily due to Rs.916 million paid to Eli Lilly to settle its patent infringement claims arising from our sales of olanzapine in Germany) and a benefit due to reversal of deferred tax liability of Rs.983 million as a result of an impairment charge of betapharm intangibles of Rs.3,167 million. The tax benefit in the year ended March 31, 2008 was primarily on account of a reversal of deferred tax liability of Rs.1,505 million, which was due to a reduction in tax rates in Germany, and a release of a deferred tax liability of Rs.895 million, which was due to the write-down of intangibles amounting to Rs.2,883 million.
Profit/(loss) for the period
As a result of the foregoing, our net result was a loss of Rs.5,168 million for the year ended March 31, 2009, as compared to net profit of Rs.3,836 million for the year ended March 31, 2008.

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Recent Accounting Pronouncements

Standards issued but not yet effective and not yetearly adopted by us

In April 2009, the IASB issued “Improvements to IFRSs 2009” — a collection of amendments to twelve International Financial Reporting Standards — as part of its program of annual improvements to its standards, which is intended to make necessary, but non-urgent, amendments to standards that will not be included as part of another major project. The latest amendments were included in exposure drafts of proposed amendments to IFRS published in October 2007, August 2008, and January 2009. The amendments resulting from this standard mainly have effective dates for annual periods beginning on or after January 1, 2010, although entities are permitted to adopt them earlier. We are evaluating the impact that these amendments will have on our consolidated financial statements.

In November 2009, the IASB issued IFRS 9, Financial instruments“Financial instruments”, to introduce certain new requirements for classifying and measuring financial assets. IFRS 9 divides all financial assets that are currently in the scope of IAS 39 into two classifications those measured at amortized cost and those measured at fair value. The standard, along with the proposed expansion of IFRS 9 for classifying and measuring financial liabilities, de-recognition of financial instruments, impairment, and hedge accounting, will be applicable for annual periods beginning on or after January 1, 2013,2015, although entities are permitted to adopt earlier. We are evaluatingbelieve that the impact which this new standardadoption of IFRS 9 will not have any material impact on our consolidated financial statements.

In November 2009,May 2011, the IASB issued IFRIC 19, “Extinguishingthe following new standards and amendments on consolidated financial statements and joint arrangements:

IFRS 10, “Consolidated financial statements”.

IFRS 11, “Joint arrangements”.

IFRS 12, “Disclosure of interests in other entities”.

IFRS 13, “Fair Value Measurement

IAS 27 (Revised 2011), “Consolidated and separate financial statements”, which has been amended for the issuance of IFRS 10 but retains the current guidance on separate financial statements.

IAS 28 (Revised 2011), “Investments in associates”, which was amended for conforming changes on the basis of the issuance of IFRS 10 and IFRS 11.

All of the standards mentioned above are effective for annual periods beginning on or after January 1, 2013; earlier application is permitted as long as each of the other standards in this group is also early applied. We believe that adoption of IFRS 10, 11 and 12 and IAS 27 (revised 2011) and IAS 28 (revised 2011) will not have any material impact on our consolidated financial statements. With respect to IFRS 13, we are in the process of evaluating the impact of this new standard on our consolidated financial statements.

In June 2011, the IASB issued an amendment to IAS-19 “Employee benefits”and IAS-1 “Presentation of Financial Statements”, which amended these standards as follows:

Changes to IAS-19, “Employee benefits”

The amended standard requires recognition of changes in the net defined benefit liability/(asset), including immediate recognition of defined benefit cost, disaggregation of defined benefit cost into components, recognition of re-measurements in other comprehensive income, plan amendments, curtailments and settlements.

The amended standard introduced enhanced disclosures about defined benefit plans.

The amended standard modified accounting for termination benefits, including distinguishing benefits provided in exchange for services from benefits provided in exchange for the termination of employment, and it affected the recognition and measurement of termination benefits.

The amended standard provided clarification regarding various issues, including the classification of employee benefits, current estimates of mortality rates, tax and administration costs and risk-sharing and conditional indexation features.

The amended standard incorporated, without change, the IFRS Interpretations Committee’s requirements set forth in IFRIC 14 “IAS 19—The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction”.

These amendments are effective for annual periods beginning on or after January 1, 2013, although earlier application is permitted. We are in the process of evaluating the impact of these amendments on our consolidated financial statements.

Changes to IAS-1, “Presentation of Financial LiabilitiesStatements”

The amended standard requires entities to group items presented in other comprehensive income based on whether they are potentially reclassifiable to profit or loss subsequently—i.e., those that might be reclassified and those that will not be reclassified.

The amended standard requires tax associated with Equity Instruments”,items presented before tax to introduce requirements when an entity renegotiatesbe shown separately for each of the termstwo groups of a financial liability with its creditor andother comprehensive income items (without changing the creditor agreesoption to accept the entity’s shares andpresent items of other equity instruments to settle the financial liability fullycomprehensive income either before tax or partially. This Interpretation isnet of tax).

These amendments are effective for annual periods beginning on or after July 1, 2010.2012, although earlier application is permitted. We are required to adopt IAS 1 (Amended) by the accounting year commencing April 1, 2013. We believe that these amendments will not have any material impact on our consolidated financial statements.

In December, 2011, the IASB issued an amendment to IFRS 7 “Disclosures—offsetting financial assets and financial liabilities”. The amended standard requires additional disclosures where financial assets and financial liabilities are offset in the balance sheet. These disclosures would provide users with information that is useful in (a) evaluating the effect or potential effect of netting arrangements on an entity’s financial position and (b) analyzing and comparing financial statements prepared in accordance with IFRSs and U.S. GAAP. The amendment is effective for fiscal years beginning on or after January 1, 2013. Earlier application is permitted. We are in the process of evaluating the impact of these amendments on our consolidated financial statements.

In December, 2011, the IASB issued an amendment to IAS 32 “Offsetting financial assets and financial liabilities”. The purpose of the amendment is to clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet. This includes clarifying the meaning of “currently has a legally enforceable right to set-off” and also the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendment is effective for fiscal years beginning on or after January 1, 2014. Earlier application is permitted. We are in the process of evaluating the impact of these amendments on the consolidated financial statements.

5.B.Liquidity and capital resources

Liquidity

We have primarily financed our operations through cash flows generated from operations and througha mix of long-term and short-term borrowings for working capital.borrowings. Our principal liquidity and capital needs are for making investments, the purchase of property, plant and equipment, regular business operations and drug discovery.

Our principal sources of short-term liquidity are internally generated funds and short-term borrowings, which we believe are sufficient to meet our working capital requirementsrequirements. We also borrowed U.S.$220 million during the year ended March 31, 2012, the repayment of which begins after three years from the origination date, to repay some of our existing short term borrowings and to meet currently anticipated capital expenditures over the near term. As part of our growth strategy, we continue to review opportunities to acquire companies, complementary technologies or product rights. To fund the acquisition of betapharm in Germany in the year ended March 31, 2006, we borrowed Euro 400 million under a bank loan facility with a maturity period of five years.

The following table summarizes our statements of cash flows for the periods presented:

             
  Year Ended March 31, 
  2010  2009  2008 
  Rs. in millions 
Net cash provided by/(used in):            
Operating activities Rs.13,226  Rs.4,505  Rs.6,528 
Investing activities  (6,998)  (3,472)  (9,367)
Financing activities  (5,307)  (2,527)  (7,865)
Net increase/(decrease) in cash and cash equivalents Rs.921  Rs.(1,494) Rs.(10,704)
          
Effect of exchange rate changes on cash Rs.246  Rs.(114) Rs.(372)
          

 

   Year Ended March 31, 
   2012  2011  2010 
      (LOGO  in millions)    

Net cash provided by/(used in):

    

Operating activities

   LOGO 16,150    LOGO 8,009    LOGO 13,226  

Investing activities

   (18,665  (8,658  (6,998

Financing activities

   3,735    (377  (5,307

Net increase/(decrease) in cash and cash equivalents

   1,220    (1,026  921  

Effect of exchange rate changes on cash

   499    141    246  

77

In addition to cash, inventory and our balance of accounts receivable, our unused sources of liquidity included approximatelyLOGO 14,290 million in available credit under revolving credit facilities with banks as of March 31, 2012. We had no other material unused sources of liquidity as of March 31, 2012.


Cash Flow from Operating Activities

The net result of our operating activities was a cash inflow of Rs.13,226LOGO 16,150 million for the year ended March 31, 2010,2012, as compared to a cash inflowinflows of Rs.4,505LOGO 8,009 million andLOGO 13,226 million for the yearyears ended March 31, 2009. 2011 and 2010, respectively.

The net cash provided by our operating activities increased significantly during the year ended March 31, 2010 primarily on account of:

An increase in earnings before interest, tax, depreciation and amortization in the current year due to improved business performance.
A decrease of Rs.900 million of receivables during the year ended March 31, 2010, resulting in increased cash inflows, as compared to an increase of Rs.7,348 million of receivables during the year ended March 31, 2009. This was largely due to improved collection efforts, as well as the impact of collections of receivables due from sales of sumatriptan, which had been outstanding as at March 31, 2009.
A smaller increase in our inventory during the year ended March 31, 20102012, as compared to the year ended March 31, 2009.2011, primarily due to the following reasons:

our business performance improved during the year ended March 31, 2012, resulting in earnings before interest, tax, depreciation, impairment and amortization ofLOGO 25,409 million, as compared toLOGO 16,789 million for the year ended March 31, 2011. Our business growth during the year ended March 31, 2012 was largely driven by our Global Generics segment’s operations in the markets of North America (the United States and Canada) and Russia and our Pharmaceutical Services and Active Ingredients segment’s operations; and

our business growth in North America (the United States and Canada) was largely driven by sales of our product olanzapine 20 mg during a 180 day U.S. marketing exclusivity period pursuant to our agreement with Teva Pharmaceuticals USA, Inc. (“Teva”), as more particularly described in item 4.A. above. In addition to the base purchase price, we recorded a profit share ofLOGO 4,500 million (net of losses recorded on account of cash flow hedges) pursuant to our agreement with Teva. Cash flows for the year ended March 31, 2012 included receipt of this profit share.

Our days’ sales outstanding (“DSO”), based on the most recent quarter’s sales as at March 31, 2012 and 2011, were 87 days and 79 days, respectively. The increase in DSO was primarily on account of:

increases in the trade credit periods provided to our customers in Russia, in line with the overall Russian market; and

changes in our business mix during the quarter ended March 31, 2012, in which we had higher revenues from markets such as Russia (in our Global Generics segment) and India (in our PSAI segment), where we offer longer credit periods as compared to our business in other territories.

During the year ended March 31, 2012, our net cash flows increased byLOGO 1,360 million from “other assets and other liabilities”, which primarily consists of the following: amounts pertaining to value added taxes; excise input credits that can be utilized to offset Indian excise and service tax liabilities; amounts pertaining to various export entitlement schemes that we claim, such as India’s Focus Product Scheme and Focus Market Scheme; advance payments to our vendors; advance payments from our customers; amounts payable by us to various governmental authorities for indirect taxes; and other accrued expenses.

The net cash provided by our operating activities decreased significantly during the year ended March 31, 2011, as compared to the year ended March 31, 2010, primarily due to the following reasons:

a number of new products were launched in the year ended March 31, 2011, which required significant cash outflows. As a result of increased accounts receivable and inventory from these launches, our working capital balance increased during such period, but the resulting cash inflows were not fully realized during such period.

Our DSO, based on the most recent quarter’s sales as at March 31, 2011 and 2010, were 79 days and 66 days, respectively. The following contributed to the increase in our DSO during this period:

increased sales during the quarter ended March 31, 2011, particularly from launches of new products in North America (the United States and Canada), which resulted in accounts receivable arising from such sales remaining outstanding as of March 31, 2011. During the year ended March 31, 2011, we launched 11 new products, with some of the key ones being: amlodipine benazapril, tacrolimus, lansoprazole, fexofenadine pseudoephedrine (180/240 mg) and zafirlukast. Fexofenadine-pseudoephedrine (180/240 mg) was launched by us on January 31, 2011 after the District Court of New Jersey lifted a preliminary injunction previously granted to Sanofi-Aventis. A substantial portion of the sales impact of such launches occurred during the quarter ended March 31, 2011; and

the credit period for our sales in North America (the United States and Canada) ranged from 60 to 90 days, which was longer than the credit period for our sales in many other geographic territories. The increase in the proportion of receivables from sales in North America during the last quarter of the year ended March 31, 2011 therefore increased the average credit period on our receivables and, as a result, our DSO.

Cash Flow from Investing Activities

Net

Our net cash used in investing activities during the year ended March 31, 20102012 was Rs.6,998LOGO 18,665 million, as compared to Rs.3,472LOGO 8,658 million andLOGO 6,998 million during the years ended March 31, 2011 and 2010, respectively.

Our net cash used in investing activities increased significantly during the year ended March 31, 2012, as compared to the year ended March 31, 2011, primarily due to the following reasons:

during the year ended March 31, 2012, we increased our investments in bank certificates of deposit (“CDs”), generally maturing between 3 months and 12 months from the date of investment. The purchase of these CDs was funded largely from the proceeds of the long term borrowings incurred by us during the year ended March 31, 2012. We invested a net amount ofLOGO 10,576 million in CDs and other highly liquid investments during the year ended March 31, 2012, as compared to net proceeds ofLOGO 3,642 million realized from such investments during the year ended March 31, 2011.

Such increase in investments during the year ended March 31, 2012 was partly offset by reduction in investments on account of the following:

cash outflows for investments in property, plant and equipment for the year ended March 31, 2011 were significantly higher as compared to the year ended March 31, 2012. We made investments ofLOGO 9,066 million in the year ended March 31, 2011 in line with our capacity expansion plans and establishment of new production facilities. Comparatively, in the year ended March 31, 2012, our investments in property, plant and equipment wereLOGO 6,857 million; and

there were no expenditures for business acquisitions during the year ended March 31, 2012. During the year ended March 31, 2011, we paid cash ofLOGO 1,169 million for our acquisition from GlaxoSmithKline plc and Glaxo Group Limited (collectively, “GSK”) of its penicillin-based antibiotics manufacturing facility in Bristol, Tennessee, United States, the product rights for the Augmentin® (branded and generic) and Amoxil® brands of oral penicillin-based antibiotics in the United States (GSK retained the existing rights for these brands outside the United States), certain raw material and finished goods inventory associated with Augmentin®, and certain transitional services from GSK.

Our net cash used in investing activities increased during the year ended March 31, 2011, as compared to the year ended March 31, 2010, primarily due to the following reasons:

cash paid for our acquisition from GSK of its penicillin-based antibiotics manufacturing facility in Bristol, Tennessee, United States, the product rights for the Augmentin® (branded and generic) and Amoxil® brands of oral penicillin-based antibiotics in the United States (GSK retained the existing rights for these brands outside the United States), certain raw material and finished goods inventory associated with Augmentin®, and certain transitional services from GSK, all for a total consideration ofLOGO 1,169 million. There were no expenditures for business acquisitions during the year ended March 31, 2010;

cash outflows for investments in property, plant and equipment for the year ended March 31, 2011 wereLOGO 9,066 million, an increase ofLOGO 4,937 million as compared to our investments in the year ended March 31, 2010. Increased investments in property, plant and equipment during the year ended March 31, 2011 was in line with our capacity expansion plans and establishment of new production facilities;

the cash payment ofLOGO 2,530 million to the beneficial owners of I-VEN Pharma Capital Limited (“I-VEN”) for settlement of the payment due in respect of our exercise of the portfolio termination value option under our research and development agreement with I-VEN (as further described in Note 21 in the consolidated financial statements); and

the above mentioned cash outflows were partially offset by an increased cash inflow on account of sale of investments amounting toLOGO 6,651 million.

Cash Flows from Financing Activities

Our net cash inflow as a result of financing activities wasLOGO 3,735 million during the year ended March 31, 2009. This was primarily on account of:

expenditures for purchases2012, as compared to a net cash outflow as a result of investment securities which were Rs.3,009financing activities ofLOGO 377 million forandLOGO 5,307 million during the yearyears ended March 31, 2011 and 2010, as compared torespectively.

The following highlights the reasons for net proceeds from salescash inflows of investment securities of Rs.4,377 million for the year ended March 31, 2009;

there were no expenditures for business acquisitions during the year ended March 31, 2010, as compared to expenditures of Rs.3,089LOGO 3,735 million during the year ended March 31, 2009 pertaining2012 as compared to our acquisitionsnet cash outflows of the Dow Pharma Unit, the Shreveport facility and Jet Generici; and
expenditures on property, plant and equipment forLOGO 377 million during the year ended March 31, 2010 were Rs.379 million less than such expenditures for the year ended March 31, 2009.
Cash Flows from Financing Activities
There was2011:

we had net long term borrowings ofLOGO 10,704 million during the year ended March 31, 2012, as compared to net repayment of long term borrowings ofLOGO 8,942 million during the year ended March 31, 2011. We initiated a long term borrowing during the year ended March 31, 2012 to repay some of our short term borrowings as well as to meet our near term capital expenditure plans. The repayment during the year ended March 31, 2011 was of the long term loan taken to fund our acquisition of betapharm in Germany; and

we had net short term borrowing repayments ofLOGO 3,650 million during the year ended March 31, 2012 as compared to net short term borrowings ofLOGO 12,541 million during the year ended March 31, 2011. We repaid part of our short term borrowings during the year ended March 31, 2012 from the proceeds of our long term borrowings incurred during such year. The increase in short term borrowings during the year ended March 31, 2011 was for our working capital needs and for re-payment of the aforementioned long term loan taken to fund our acquisition of betapharm.

The decrease in net cash outflow of Rs.5,307 million as a result offrom financing activities during the year ended March 31, 2010,2011, as compared to a net cash outflow of Rs.2,527 million during the year ended March 31, 2009. This was primarily due to our repayment of long term debt of Rs.3,479 million during the year ended March 31, 2010, as compared to repayment of Rs.1,925 million during the year ended March 31, 2009, and alsowas primarily due to a reduction in our short term borrowings used to finance our working capital requirements and Rs.80 million was spent on acquisition of non-controlling interests.

to:

aLOGO 12,541 million increase in short term borrowings during the year ended March 31, 2011, as compared to a decrease ofLOGO 83 million during the year ended March 31, 2010. The increase in short term borrowings was for our working capital needs and for re-payment of the betapharm acquisition loan;

such increase in short term borrowings was offset by increases in cash outflow due to the repayment ofLOGO 5,463 million of the betapharm acquisition loan; and

a cash amount ofLOGO 525 million paid to acquire the remaining 40% non-controlling interest in our subsidiary, Dr. Reddy’s Laboratories (Proprietary) Limited, during the year ended March 31, 2011.

Principal obligations

The following table summarizes our principal debt obligations (excluding capital lease obligations) outstanding as of March 31, 2010:

                     
  Payments due by period    
  (Rs. in millions)    
              More    
      Less than      than    
Financial Contractual Obligations Total  1 year  1-5 years  5 years  Annual Interest Rate 
Short-term borrowings from banks Rs.5,604  Rs.5,604  Rs.     5% for rupee
                  borrowings and
                  LIBOR + 40 – 75 bps
                  for foreign
                  currency
                  denominated loans
Long term debt
                    
From Indian Renewable Energy Development Agency*  1   1        2.00%
Foreign currency loan (for                 EURIBOR + 70 bps
betapharm acquisition)  8,838   3,690   5,148     LIBOR + 70 bps
               
Total obligations Rs.14,443  Rs.9,295  Rs.5,148        
                
2012:

   Payments due by period 
               More 
       Less than       than 
Financial Contractual Obligations  Total   1 year   1-5 years   5 years 
       (LOGO in millions) 

Short-term borrowings from banks

  LOGO  15,844    LOGO  15,844     —       —    

Long term debt

        

Bonus debentures

   5,078     —      LOGO  5,078     —    

Foreign currency loan

   11,193     —       11,193     —    

Total obligations

  LOGO  32,115    LOGO  15,844    LOGO  16,271     —    

Annual rate of interest

Short term borrowings

   As at March 31, 2012 
   Outstanding balance   Weighted average interest
rate
 Average amount
outstanding
   Maximum amount
outstanding
 
   (All amounts inLOGO millions) 

Packing credit foreign currency borrowings

  LOGO  9,322    LIBOR+ 100 to 150 bps LOGO  8,462    LOGO  10,695  

Borrowings on transfer of receivables

   881    7.75%  1,021     1,729  

Other foreign currency borrowings

   5,641    LIBOR+125 bps

EURIBOR + 135 bps

8.35% to 20%

  11,088     15,781  

Rupee borrowings

       8.75%  467     950  

   As at March 31, 2011 
   Outstanding balance   Weighted average interest
rate
 Average amount
outstanding
   Maximum amount
outstanding
 
   (All amounts inLOGO millions) 

Packing credit foreign currency borrowings

  LOGO  8,417    LIBOR + 50 to 175 bps LOGO  5,955    LOGO  8,089  

Borrowings on transfer of receivables

   825    LIBOR + 75 to 100 bps  387     978  

Other foreign currency borrowings

   8,097    LIBOR + 100 to 175 bps

EURIBOR + 50 to 100 bps

5% to 8%

  6,067     8,971  

Rupee borrowings

   950    8.75%  238     950  

Long term borrowings

   As at March 31, 2012 
*

Bonus debentures

  Loan received at a subsidized rate of interest from Indian Renewable Energy Development Agency Limited promoting use of alternative sources of energy.9.25

Foreign currency borrowings

LIBOR+145 bps

78


Subject to obtaining certain regulatory approvals, there are no legal or economic restrictions on the transfer of funds between us and our subsidiaries or for the transfer of funds in the form of cash dividends, loans or advances.

The maturities of our short-term borrowings from banks vary from one month to approximately sixtwelve months. Our objective in determining the borrowing maturity is to ensure a balance between flexibility, cost and the continuing availability of funds.

Cash and cash equivalents are primarily held in Indian rupees, U.S. dollars, U.K. pounds sterling, Brazilian real, Euros, Russian roubles, South African rand Hong Kong dollars, New Zealand dollars, Malaysian ringgits and Swiss francs.

As of March 31, 20102012 and 2009,2011, we had committed to spend approximately Rs.2,948LOGO 2,351 million and Rs.996LOGO 3,459 million, respectively, under agreements to purchase property, plant and equipment. This amount is net of capital advances paid in respect of such purchases. These commitments will be funded through the cash flows generated from operations.

5.C.operations as well as cash flows from our long term borrowings.

5.C. Research and development, patents and licenses, etc.

Research and Development

Our research and development activities can be classified into several categories, which run parallel to the activities in our principal areas of operations:

Global Generics, where our research and development activities are directed at the development of product formulations, process validation, bioequivalence testing and other data needed to prepare a growing list of drugs that are equivalent to numerous brand name products for sale in the emerging markets or whose patents and regulatory exclusivity periods have expired or are nearing expiration in the highly regulated markets of the United States and Europe. Global Generics also include our biologics business, where research and development activities are directed at the development of biologics products for the emerging as well as highly regulated markets. Our new biologics research and development facility caters to the highest development standards, including cGMP, Good Laboratory Practices and bio-safety level IIA.
Pharmaceutical Services and Active Ingredients, where our research and development activities concentrate on development of chemical processes for the synthesis of active pharmaceutical ingredients and intermediates (“API”) for use in our Global Generics segment and for sales in the emerging and developed markets to third parties. Our research and development activities also support our custom pharmaceutical line of business, where we continue to leverage the strength of our process chemistry and finished dosage development expertise to target innovator as well as emerging pharmaceutical companies. The research and development is directed toward providing services to support the entire pharmaceutical value chain — from discovery all the way to the market.
Proprietary Products, where we are actively pursuing discovery and development of new molecules, sometimes referred to as a “new chemical entity” or “NCE”, and differentiated formulations. Our research programs focus on the following therapeutic areas:
Metabolic disorders
Cardiovascular disorders
Bacterial infections
Pain and inflammation

Global Generics, where our research and development activities are directed at the development of product formulations, process validation, bioequivalence testing and other data needed to prepare a growing list of drugs that are equivalent to numerous brand name products for sale in the emerging markets or whose patents and regulatory exclusivity periods have expired or are nearing expiration in the highly regulated markets of the United States and Europe. Global Generics also include our biologics business, where research and development activities are directed at the development of biologics products for the emerging as well as highly regulated markets. Our new biologics research and development facility caters to the highest development standards, including cGMP, Good Laboratory Practices and bio-safety level IIA.

Pharmaceutical Services and Active Ingredients, where our research and development activities concentrate on development of chemical processes for the synthesis of active pharmaceutical ingredients and intermediates (“API”) for use in our Global Generics segment and for sales in the emerging and developed markets to third parties. Our research and development activities also support our custom pharmaceutical line of business, where we continue to leverage the strength of our process chemistry and finished dosage development expertise to target innovator as well as emerging pharmaceutical companies. The research and development is directed toward providing services to support the entire pharmaceutical value chain—from discovery all the way to the market.

Proprietary Products, where we are actively pursuing discovery and development of new molecules, sometimes referred to as a “new chemical entity” or “NCE”, and differentiated formulations. Our business model focuses on building a pipeline in Pain, Dermatology and Infectious diseases.

In the years ended March 31, 2008, 20092012, 2011 and 2010, we expended Rs.3,533LOGO 5,911 million, Rs.4,037LOGO 5,060 million and Rs.3,793LOGO 3,793 million, respectively, on research and development activities.

79


Patents, Trademarks and Licenses

We have filed and been issued numerous patents in our principal areas of operations: Pharmaceutical Services and Active Ingredients and Proprietary Products. We expect to continue to file patent applications seeking to protect our innovations and novel processes in several countries, including the United States. Any existing or future patents issued to or licensed by us may not provide us with any competitive advantages for our products or may even be challenged, invalidated or circumvented by our competitors. In addition, such patent rights may not prevent our competitors from developing, using or commercializing products that are similar or functionally equivalent to our products. As of March 31, 2010,2012, we had registered more than 500640 trademarks with the Registrar of Trademarks in India. We have also filed registration applications for non-U.S. trademarks in other countries in which we do business. We market several products under licenses in several countries where we operate.

5.5.D. Trend InformationD.Trend information

Global Generics
The United States of America, Germany, India

Please see “Item 5: Operating and Russia are the four key markets for our Global Generics business, generating roughly 85% of the revenues of this segment for the year ended March 31, 2010. The base business, excluding the authorized generic sales of sumatriptan, exhibited revenue growth of 9%, which was largely led by our sales of branded generic products in India, RussiaFinancial Review and other international markets. The growth in these markets helped us offset the impact of a temporary product recall related slowdown in the United States in the quarter ended December 31, 2009,Prospects” and also the effect of a rapid shift of the German generic pharmaceutical market towards a tender (i.e., competitive bidding) based supply model.

United States.In the United States, our revenues for the year ended March 31, 2010 were Rs 16,817 million, representing an increase of 13% as compared to our revenues for the year ended March 31, 2009, excluding revenue from authorized generic sales of sumatriptan. In terms of our product pipeline, we made 12 ANDA filings in the year ended March 31, 2010. With this, we now have 73 ANDAs pending approval at the U.S. FDA, of which 38 are Paragraph IV filings and 12 have first to file status.
Germany. In Germany, starting in June 2009, product supplies commenced under the contracts awarded by Allgemeine Ortskrankenkassen (“AOK”), one of the largest State Healthcare Insurance (“SHI”) funds in Germany, in its competitive bidding (or “tender”) process. Many other SHI funds and other health insurance providers have also announced the final results of their tenders. These new tenders continue to cause pressure on existing level of revenues due to a steep decrease in product prices. This appears to be leading to a business model of “high volumes and low margins” in the German generic pharmaceutical market. Our revenue from Germany for the twelve months ended March 31, 2010 was Euro 109 million, representing a 26% decline over the previous year. We are also increasing our capabilities by increasing the vertical integration of our portfolio and this is expected to help us compete more effectively in the tender based models. Our goal of mitigating erosion of profitability in Germany through cost rationalization continues. In the year ended March 31, 2010, we implemented a workforce reduction of more than 200 employees at our German subsidiaries betapharm and Reddy Holding GmbH. This should enable us to manage a lean organization in this highly tender-based competitive scenario.
India. In India, revenues for the year ended March 31, 2010 were Rs 10,158 million, with growth of 20% over the year ended March 31, 2009. This increase was largely attributable to sales volume growth of 16%. According to ORG IMS in its MAT report for the 12-month period ended March 31, 2010 (the “ORG IMS MAT March 2010 report”), our growth of 23% in secondary sales (i.e., sales directly to end users) was ahead of the Indian pharmaceutical market’s growth rate of 18%. Our growth also continues to be higher than the average of the top 10 pharmaceutical companies in India. According to the ORG IMS MAT March 2010 report, we have also improved our ranking for the number of new products launched in India from 25th in the year ended March 31, 2009 to 8th for the year ended March 31, 2010. A total of 62 new products were launched by us in the year ended March 31, 2010 which generated approximately 5% of our total sales in India. Our dermatology and anti-infective categories provided the maximum number of new launches. Our new introductions also included products with differentiated technology such as Finrid, the brand name for our fentanyl patch. We hope to continue the momentum in our new product launches through a combination of both internally developed and in-licensed products.

80


Russia. In Russia, our sales experienced some weakness during the quarters ended June 30 and September 30, 2009. However, after the general economic conditions improved, our sales increased substantially in the quarters ended December 31, 2009 and March 31, 2010. Our total revenues from Russia were Rs.7,232 million, representing an increase of 25% over the year ended March 31, 2009. We launched six new products during the year ended March 31, 2010. According to Pharmexpert in its March 2010 Report, our prescription secondary sales for the year ended March 31, 2010 increased by 21% over the year ended March 31, 2009, as compared to the Russian pharamaceutical market’s overall growth rate of 8%. Our rank in this market currently stands at 16th according to Pharmexpert in its March 2010 Report. Our growth strategy for the Russian market is based on expanding our OTC portfolio and a clear focus on introducing differentiated products, such as bio-similar products. We also anticipate that our growth will also be achieved through in-licensing deals, which we are in the process of finalizing with various companies. The reference pricing reforms recently introduced in Russia are expected to be applicable only to select products in our portfolio which are listed as part of the essential drugs list in Russia. We do not anticipate any significant impact“Item 4. Information on the business because of this reference pricing.
Other Markets.In addition to the four key markets described above, some other major countries where we have a presence and are focused on building our Global Generics business include the United Kingdom, Venezuela, Romania and countries of the former Soviet Union. In March 2009, we announced a realignment of our Global Generics segment’s strategyCompany” for finished dosages to focus on certain key geographies, and that we would gradually exit from some of our very small, distributor driven markets. In addition to the markets where our operations are already very large and account for a major share of our Global Generics segment’s revenues (i.e., the United States, India, Russia and other countries of the former Soviet Union and Germany), we will continue operations in 10 to 15 other markets in which our finished dosage sales are growing significantly. The realignment resulting from the exit from small distribution driven markets represents an important new focus in our Global Generics segment. Not only will this realignment result in consolidation and reduction in complexity of our operations, it will enable us to significantly enhance our customer service and to increase our market share in these key geographies that we intend to focus upon.
Pharmaceutical Services and Active Ingredients
The global economic crisis and its fallout had a significant impact on the API and custom services business for most companies in this space. The growth in our PSAI segment’s API business was significantly constrained due to our API customers holding lower inventories and exerting pressure on pricing, leading to steep erosion in prices of key products. In addition, some of our API customers delayed launches of new generic products, either due to losses in litigation or the extension of exclusivity periods for innovative products. Our custom pharmaceutical business also showed lower growth than anticipated, as our customers reduced their placements of new orders.
Revenues from our PSAI segment were Rs.20,404 million for the year ended March 31, 2010, representing growth of 9% over the year ended March 31, 2009. Despite no major product launches in the year ended March 31, 2010, we have experienced a slight improvement in our order book status from the end of the year ended March 31, 2009. During the year ended March 31, 2010, we filed 36 DMFs including 24 in the United States, 8 in Europe, and 4 in our “Rest of the World” markets (i.e., all markets other than North America, Europe, Russia and other countries of the former Soviet Union and India). Accordingly, we have cumulatively made 375 DMF filings worldwide.
Proprietary Products
Our investments in research and development of new chemical entities (“NCEs”) have been consistently focused towards developing promising therapeutic products. Strategically, we continue to seek licensing and development arrangements with third parties to further develop our product pipeline. As part of our research program, we also pursue collaborations with leading institutions and laboratories all over the world. Balaglitazone, one of our NCEs being studied for the treatment of Type 2 diabetes, is currently undergoing Phase III clinical trials. We received the initial results from the first Phase III study for balaglitazone in January 2010. The trial met its primary endpoint of glycated hemoglobin (HbA1c) reduction. The next steps for additional Phase III studies will be finalized after further discussions with applicable regulators. We will also explore possible partnerships to monetize this asset. Our Proprietary Products segment also includes our differentiated formulations business. Building a branded business around differentiated formulations in the United States is one of the important aspects of our proprietary products strategy. Our subsidiary Promius Pharma, LLC has launched its own sales and marketing operations for in-licensed products in the dermatology therapeutic area in the United States while continuing to work on development of new in-house products.

trend information.

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5.E.5.E. Off-balance sheet arrangements
During the year ended March 31, 2010, our equity accounted investee, Kunshan Rotam Reddy Pharmaceuticals Co. Limited (“Reddy Kunshan”), secured a credit facility of Rs.35 million from First Sino Bank. As at March 31, 2010, we had issued a corporate guarantee of Rs.35 million in favor of First Sino Bank to enhance the credit standing of Reddy Kunshan. The guarantee is required to be renewed every year and our liability may arise in the event of non-payment by Reddy Kunshan of the amounts outstanding under its credit facility.

None.

5.F.5.F. Tabular Disclosure of Contractual Obligations

The following summarizes our contractual obligations as of March 31, 20102012 and the effect such obligations are expected to have on our liquidity and cash flows in future periods.

                 
  Payments Due by Period 
  (Rs. in millions) 
      Less than      More than 
Contractual Obligations Total  1 year  1-5 years  5 years 
Operating lease obligations
  480   162   318    
Capital lease obligations
  252   15   33   204 
Purchase obligations
Agreements to purchase property and equipment and other capital commitments(1)
  2,948   2,948       
Borrowings from banks
  5,604   5,604       
Long term debt obligations
  8,839   3,691   5,148    
Estimated interest payable on long-term debt(2)
  137   30   107    
Post retirement benefits obligations (3)
  1,126   94   430   602 
Total contractual obligations
  19,386   12,544   6,036   806 

                                                            
   Payments Due by Period
(LOGO in millions)
 
Contractual Obligations  Total   Less than
1 year
   1-3 years   3-5 years   More than
5 years
 

Operating lease obligations

   LOGO    639    LOGO  236    LOGO  277     LOGO     126     —    

Capital lease obligations

   291     31     27     23    LOGO  210  

Purchase obligations

          

Agreements to purchase property and equipment and other capital commitments(1)

   2,351     2,351     —       —       —    

Short-term debt

   15,844     15,844     —       —       —    

Long term debt obligations

   16,271     —       7,876     8,395     —    

Estimated interest payable on long-term debt(2)

   1,746     695     903     148     —    

Post retirement benefits obligations(3)

   1,308     100     199     244     765  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  LOGO  38,450    LOGO  19,257    LOGO   9,282    LOGO  8,936    LOGO   975  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)

These amounts are net of capital advances paid in respect of such purchases and are expected to be funded from internally generated funds.funds, and proceeds from long term borrowings.

(2)

Disclosure of estimated interest payments for future periods is only with respect to our long term debt obligations, as the projected interest payments with respect to our short term borrowings and other obligations cannot be reasonably estimated because they are subject to fluctuation in actual utilization of borrowings depending on our daily funding requirements. The estimated interest costs are based on March 31, 20102012 applicable benchmark rates and are subject to fluctuation in the future.

(3)Post retirement

Post-retirement benefits obligations in the “More than 5 years” column are estimated for a maximum of 10 years

(4)As per our agreement with I-Ven Pharma Capital Ltd. (“I-VEN”) (refer to Note 21 in our consolidated financial statements for additional details), in April 2010, I-VEN had a one-time right to require us to pay I-VEN a portfolio termination value amount for the selected portfolio of products covered under our agreement with them. During the year ended March 31, 2010, we reached an agreement for I-VEN to exercise the portfolio termination value option for a payment in the amount of Rs.2,680 million. This amount is payable by us on or before September 30, 2010. This amount is not included in the table above.years.

5.G.Safe harbor

See page 3.

2.

82


ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A.Directors and senior management

The list of our directors and executive officers and their respective age and position as of March 31, 20102012 was as follows:

Directors

Name(1)

 Age (in yrs) 

Position

Name(1)Age (in yrs)Position

Dr. K. Anji Reddy(2)Reddy(2)

 7173 Chairman

Mr. G.V. Prasad(2)Prasad(2),(3)

 5052 Chief Executive Officer and Vice Chairman

Mr. Satish Reddy(2)Reddy(2),(4)

 4345 Chief Operating Officer and Managing Director

Mr. Anupam Puri

 66Director

Dr. J.P. Moreau

 64 Director
Dr. J.P. Moreau

Ms. Kalpana Morparia

 6263 Director
Ms. Kalpana Morparia

Dr. Omkar Goswami

 6155 Director
Dr. Omkar Goswami

Mr. Ravi Bhoothalingam

 5366 Director
Mr. Ravi Bhoothalingam

Dr. Bruce L. A. Carter

 69Director

Dr. Ashok S. Ganguly

77Director

Mr. Sridar Iyengar(5)

 64 Director
Dr. Bruce L. A. Carter67Director
Dr. Ashok S. Ganguly (5)75Director

(1)

Except for Dr. K. Anji Reddy, Mr. G.V. Prasad and Mr. Satish Reddy, all of the directors are independent directors under the corporate governance rules of the New York Stock Exchange.

(2)

Full-time director.

(3)

Son-in-law of Dr. K. Anji Reddy.

(4)

Son of Dr. K. Anji Reddy.

(5)Dr. Ashok S. Ganguly

Mr. Sridar Iyengar joined theas a member of our Board on October 23, 2009.of Directors effective August 22, 2011.

Executive Officers

Our policy is to classify our officers as “executive officers” if they have membership on our Management Council. Our Management Council consists of various business and functional heads and is our senior management organization. As of March 31, 2010,2012, the Management Council consisted of:

               
            Date of  
  Education/     Experience in commencement of Particulars of last
Name and Designation Degrees Held Age years employment employment
G.V. Prasad(1)
Vice Chairman and Chief Executive Officer
 B. Sc.(Chem. Eng.), M.S. (Indl. Admn.)  50   26  June 30, 1990 Promoter Director,
Benzex Labs Private
Limited
               
Satish Reddy (2) Managing Director and Chief Operating Officer B. Tech., M.S. (Medicinal Chemistry)  43   18  January 18, 1993 Director, Globe
Organics Limited
               
Abhijit Mukherjee
President — Global
Generics
 B. Tech. (Chem.)  52   30  January 15, 2003 President, Atul Limited
               
Amit Patel,
Senior Vice President
— North America Generics
 B.A.S, BS (Eco), MBA  36   12  August 6, 2003 V P Corporate
Development, CTIS Inc
               
Dr. C. Cartikeya Reddy,
Senior Vice President and Head of Biologics
 B. Tech, M.S. and Ph.D.  40   19  July 20, 2004 Senior Engineer, Genetech Inc.

 

Name and Designation  Education/
Degrees Held
 Age   Experience in
years
   Date of
commencement of
employment
  Particulars of last
employment

G.V. Prasad(1)

Vice Chairman and Chief Executive

Officer

  

B. Sc.(Chem. Eng.),


M.S. (Indl. Admn.)

  52     28    

June 30, 1990

  Promoter Director, Benzex
Labs Private Limited

Satish Reddy(2)

Managing Director and Chief

Operating Officer

  

B. Tech., M.S.


(Medicinal Chemistry)

  45     20    

January 18, 1993

  Director, Globe Organics
Limited
Abhijit Mukherjee President — Global Generics  

B. Tech. (Chem.)

  54     32    

January 15, 2003

  President, Atul Limited

Amit Patel

Executive Vice President and Head — North America Generics

  

B.A.S, BS (Eco), MBA

  37     14    

August 6, 2003

  V P Corporate
Development, CTIS Inc
Dr. Cartikeya Reddy Senior Vice President and Head – Biologics  

B. Tech, M.S., Ph.D.

  42     21    

July 20, 2004

  Senior Engineer, Genetech

Inc.

Saumen Chakraborty President and Global Head — Quality, HR and IT  

B.Sc. (H), PGDM

  51     28    

July 2, 2001

  Vice President, Tecumseh

Products India Private

Limited

Umang Vohra

Executive Vice President and

Chief Financial Officer

  

B.E., MBA

  41     17    

February 18, 2002

  Manager, Pepsico India

Dr. Raghav Chari

Senior Vice President —

Proprietary Products

  

M.S. (Physics), Ph.D.

  42     15    

September 25, 2006

  Head Corporate Strategy,
NPS Pharmaceuticals
Limited

Dr. R. Ananthanarayanan

President, Pharmaceutical Services and Active Ingredients

  

B. Pharm., Ph.D.

  47     24    

August 6, 2010

  President,

Aurosource, USA

M.V. Ramana

Senior Vice President and Head — Emerging Markets, Global Generics

  

MBA

  44     19    

October 15, 1992

  

Samiran Das

Executive Vice President and Head — Global Formulations Technical Operations and Global Generics Portfolio Management

  

B. Tech (Mech.)

  52     30    

June 15, 2011

  Executive Director,

Pepsico India

Dr. Amit Biswas

Executive Vice President — Integrated Product Development Organization

  

B. Tech. (Chem.),
Masters (Polymer
Science), Ph.D.

  52     23    

July 12, 2011

  Senior Vice President,

Reliance Industries

Limited

83


               
            Date of  
  Education/     Experience in commencement of Particulars of last
Name and Designation Degrees Held Age years employment employment
K. B. Sankara Rao Executive Vice President — Integrated Product Development M. Pharma  56   32  September 29, 1986 Production Executive,
Cipla Limited
               
Mr. Prabir Kumar Jha Senior Vice President and Global Chief of Human Resources(4) M.A., PGDM  43   21  November 29, 2002 Regional HR Head-Mahindra British Telecom Ltd.
               
Saumen Chakraborty
President —
Corporate(5)
 B.Sc. (H), PGDM  49   26  July 2, 2001 Vice President,
Tecumseh Products
India Private Limited
               
V. S. Vasudevan (3) President — European Generics Business B. Com. ACA  59   36  April 1, 1986 Finance Head, Standard
Equity Fund Limited
               
Umang Vohra
Chief Financial Officer
 B.E., PGDM  39   15  February 18, 2002 Manager, Pepsico India
               
Vilas Dholye
Executive Vice
President —
Formulations Technical Operations
 B. Tech. (Chem.)  61   36  December 18, 2000 Vice President,
Pidilite Industries
Limited
               
Dr. Raghav Chari Senior Vice President — Proprietary Products M.S. (Physics), Ph.D.  40   13  September 25, 2006 Head Corporate
Strategy, NPS
Pharmaceuticals
Limited
(1)

Son-in-law of Dr. K. Anji Reddy.

(2)

Son of Dr. K. Anji Reddy.

(3)Retired as an employee effective April 1, 2010.
(4)Resigned as an employee effective July 31, 2010.
(5)Re-designated as President and Global Head of Quality, Human Resources and Information Technology effective August 2, 2010.

Note: Dr. R. Ananthanarayanan was appointed as President — Pharmaceutical Services and Active Ingredients (PSAI) effective
August 6, 2010.

There was no arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which any director or executive officer referred to above was selected as a director or member of senior management.

our Management Council.

Biographies

Directors

Dr. K. Anji Reddyis our founder and Chairman of our Board of Directors. He is also the founder of Dr. Reddy’s Research Foundation and Dr. Reddy’s Foundation for Human and Social Development. He has a Bachelor of Science degree in Technology of Pharmaceuticals and Fine Chemicals from the University of Bombay and a Ph.D. in Chemical Engineering from National Chemical Laboratories, Pune. He has six years experience with Indian Drugs and Pharmaceuticals Limited in the manufacturing and implementation of new technologies in bulk drugs. He is a member of the Board of Trade as well as the Prime Minister’s Task force on pharmaceuticals and knowledge-based industries. The Government of India bestowed, the Padmashri Awardtwo of India’s prestigious civilian honors upon him, the “Padma Shri” in 2001 and the “Padma Bhusan” in 2011 for his distinguished service in the field of trade and commerce. In addition to positions held in our subsidiaries and joint ventures, he is a Director in Green Park Hotels and Resorts Limited (formerly known as Diana Hotels Limited), Araku Originals Limited and Pathenco APS and GAIN Foundation, Switzerland.

APS.

84


Mr. G.V. Prasadis a member of our Board of Directors and serves as our Vice-Chairman and Chief Executive Officer. He was the Managing Director of Cheminor Drugs Limited, a Dr. Reddy’s Group Company, prior to its merger with us. He has a Bachelor of Science degree in Chemical Engineering from Illinois Institute of Technology, Chicago in the United States of America, and an M.S. in Industrial Administration from Purdue University, Indiana in United States of America. He is also an active member of several associations including the National Committee on Drugs and Pharmaceuticals. In addition to positions held in our subsidiaries and joint ventures, he is a Director of Green Park Hotels and Resorts Limited (formerly known as Diana Hotels Limited), Infotech Enterprises Limited and Infotech Enterprises Limited.
Acumen Fund in the United States of America.

Mr. Satish Reddyis a member of our Board of Directors and serves as our Managing Director and Chief Operating Officer. He has a Master of Science degree in Medicinal Chemistry from Purdue University, Indiana in the United States of America and a Bachelor of Technology degree in Chemical Engineering from Osmania University, Hyderabad. He is the member of the Confederation of Indian Industries for Andhra Pradesh. In addition to positions held in our subsidiaries and joint ventures, he is also a Director of GreenPark Hotels and Resorts Limited (formerly known as Diana Hotels Limited.

Limited).

Mr. Anupam Purihas been a member of our Board of Directors since 2002. He retired from McKinsey &and Company in late 2000. He was a Director and played a variety of other leadership roles during his 30-year career there. Before joining McKinsey &and Company, he was Advisor for Industrial Development to the President of Algeria, and consultant to General Electric’s Center for Advanced Studies. He holds a Bachelor of Arts degree in Economics from St. Stephen’s College, Delhi University, and Master of Arts and M. Phil. degrees from Oxford University. He is also on the Board of Directors of Mahindra &and Mahindra Limited, Tech Mahindra Limited, and Mumbai Mantra Media Limited.

Limited and our subsidiary Dr. Reddy’s Laboratories Inc. in the United States of America.

Dr. Omkar Goswamihas been a member of our Board of Directors since 2000. He is a founder and Chairman of CERG Advisory Private Limited, a corporate advisory and economic research and consulting company. He was a senior consultant and chief economist at the Confederation of Indian Industry for six years. He has also served as editor of Business India, associate professor at the Indian Statistical Institute, Delhi, and as an honorary advisor to the Ministry of Finance. He holds a Bachelor of Economics degree from St. Xavier’s College, Calcutta University, a Master of Economics degree from the Delhi School of Economics, Delhi University and a Ph.D. degree from Oxford University. He is also a Director on the Boards of Infosys Technologies Limited, DSP BlackRock Investment Managers Pvt. Limited, Crompton Greaves Limited, IDFC Limited, Ambuja Cements Limited, Max New York Life Insurance Company Limited, Godrej Consumer Products Limited, Cairn India Limited, Max India Limited and Avantha Power and Infrastructure Limited.

Mr. Ravi Bhoothalingamhas been a member of our Board of Directors since 2000. He has served as the President of The Oberoi Group and was responsible for its worldwide operations. He has also served as the Head of Personnel at BAT Plc, Managing Director of VST Industries Limited, and as a Director of ITC Limited. He holds a Bachelor of Science degree in Physics from St. Stephens College, Delhi and a Master of Experimental Psychology degree from Gonville and Caius College, Cambridge University. He is also a Director on the Board of Sona Koyo Steering Systems Limited.

Dr. J.P. Moreaujoined our Board as a member on May 18, 2007. In October 1976, Dr. Moreau founded Biomeasure Incorporated, based near Boston, Massachusetts, and was its President and Chief Executive Officer. Prior to that, he worked as Executive Vice-President and Chief Scientific Officer of the IPSEN Group where he was responsible for the Group’s research and development programs in Paris, London, Barcelona and Boston. He was a Vice-President, Research of IPSEN Group from April 1994, and had been a member of its Executive Committee. Dr. Moreau has a degree in chemistry from the University of Orléans and a D.Sc in biochemistry. He has also conducted post-doctorate research at the École polytechnique. He has published over 50 articles in scientific journals and is named as an inventor or co-inventor in more than 30 patents. He is a regular speaker at scientific conferences and a member of Nitto Denko Scientific Advisory Board. Dr. Moreau was also responsible for establishing Kinerton Ltd. in Ireland in March 1989, a wholesale manufacturer of therapeutic peptides. Effective as of April 22, 2010, he was appointedHe is also a Director on the Board of PhytomedicsMulleris Therapeutics Inc. in the United States of America.

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Ms. Kalpana Morpariajoined our Board as a member on June 5, 2007. Ms. Morparia is Chief Executive Officer of J.P. Morgan India. Ms. Morparia leads the Business Groups (Investment Banking, Asset Management, Treasury Services and Principal Investment Management) and Service Groups (Global Research, Finance, Technology and Operations) in India. Ms. Morparia is a member of J.P. Morgan’s global strategy team headquartered in New York, and is one of the key drivers of J.P. Morgan’s international expansion initiative. Prior to becoming Chief Executive Officer of J.P. Morgan India, Ms. Morparia served as Vice Chair on the Board of ICICI Group. She was a Joint Managing Director of ICICI Group from 2001 to 2007. Ms. Morparia has also served as Chief Strategy and Communications Officer — Officer—ICICI Group. Ms. Morparia has been with the ICICI Group since 1975. A graduate in law from Bombay University, Ms. Morparia has served on several committees constituted by the Government of India. Ms. Morparia was named one of `The“The 50 Most Powerful Women in International Business’Business” by Fortune magazine in 2008 and one of the 25 most powerful women in Indian business by Business Today, a leading Indian business journal, in the years 2004, 2005, 2006 and 2008. Ms. Morparia was also named one of the ‘The“The 100 Most Powerful Women’Women” by Forbes Magazine in 2006. She also serves on the Board of Bennett, Coleman &and Co. Limited, CMC Limited, J.P. Morgan Services India Private Limited, J.P. Morgan Asset Management India Private Limited, and CMC Limited.
Philip Morris International Inc. in the United States of America, and also serves a member on the Board of Governors of Bharati Foundation.

Dr. Bruce L.A. Carterjoined our Board as a member on July 21, 2008. Dr. Carter iswas the Chairman of the Board and the former Chief Executive Officer of ZymoGenetics, Inc. in Seattle, Washington, in the United States of America. Dr. Carter was appointed as Chairman of the Board of ZymoGenetics in April 2005. From April, 1998 to January, 2009, he served as Chief Executive Officer of ZymoGenetics. Dr. Carter first joined ZymoGenetics in 1986 as Vice President of Research and Development. In 1988, Novo Nordisk acquired ZymoGenetics and, in 1994, Dr. Carter was promoted to Corporate Executive Vice President and Chief Scientific Officer for Novo Nordisk A/S, the then parent company of ZymoGenetics. Dr. Carter led the negotiations that established ZymoGenetics as an independent company from Novo Nordisk in 2000. Dr. Carter held various positions of increasing responsibility at G.D. Searle &and Co., Ltd. from 1982 to 1986 and was a Lecturer at Trinity College, University of Dublin from 1975 to 1982. Dr. Carter received a B.Sc. with Honors in Botany from the University of Nottingham, England, and a Ph.D. in Microbiology from Queen Elizabeth College, University of London. Dr. Carter is also on the Board of Directors of QLT Inc. in Canada, TB Alliance in the United States of America, and ZymoGeneticsImmune Design Corp. in the United States of America and Xencur Inc. in the United States of America.

Dr. Ashok S. Gangulyjoined our Board as a member on October 23, 2009. Dr. Ashok Ganguly is the Chairman of both Firstsource Solutions Limited (formerly ICICI OneSource Ltd.) and ABP Private Ltd. (formerly Ananda Bazar Patrika Group), and has beenwas a Director on the Central Board of the Reserve Bank of India since November 2000.from 2001 to 2009. Dr. Ganguly’s principal professional career spanned 35 years with Unilever Plc/NV. He was the Chairman of Hindustan Lever Ltd. from 1980 to 1990 and a member of the Unilever Board of Directors from 1990 to 1997 with responsibility for world-wide research and technology. He is a former member of the Board of British Airways Plc (1996-2005). He has served on several public bodies, the principal among them being as a member of the Science Advisory Council to the Prime Minister of India (1985-89) and the U.K. Advisory Board of Research Councils (1991-94). Currently, he is a member of the Prime Minister’s Council on Trade and Industry, Investment Commission and the India-U.S.A. CEO Council, set up by the Prime Minister of India and the President of the United States of America. He is also a member of the National Knowledge Commission to the Prime Minister. He is a recipient of the Padma Bhushan“Padma Bhushan” as well as the Padma Vibhushan,“Padma Vibhushan”, two of India’s prestigious civilian honors. At present he serves as a member of the Rajya Sabha, the upper house of the Parliament of India. Dr. Ganguly also serves as a non-executive director of Mahindra &and Mahindra Limited, Wipro Limited, ABP Private Limited, and Tata AIGalso serves as a member on the Advisory Board of Diageo India Pvt. Limited.

Mr. Sridar Iyengarjoined our Board as a member on August 22, 2011. Mr. Sridar Iyengar is an independent mentor investor in early stage start- up companies. For more than 35 years, he has worked in the United Kingdom, the United States and India with a large number of companies, advising them on strategy and other issues. Mr. Iyengar is the former President of Foundation for Democratic Reforms in India, a U.S. based non-profit organization. He is also an advisor to several venture and private equity funds in India. Earlier, he was a senior partner with KPMG in the United States and the United Kingdom and served for 3 years as the Chairman and CEO of KPMG’s operations in India. Mr. Iyengar holds a Bachelor of Commerce (Hons.) degree from Calcutta University and he is a Fellow of the Institute of Chartered Accountants in England and Wales. Mr. Iyengar also serves as a non-executive director of Infosys Limited, Infosys BPO Limited, ICICI Bank Limited, Rediff.com Limited, Mahindra Holidays and Resorts India Limited, CL Educate Limited, ICICI Prudential Life Insurance Company Limited. He is a Director on the Advisory Boards of Microsoft Corporation (India)Limited, Cleartrip Travel Services Private Limited, AverQ Inc., Kovair Software Inc., Rediff Holdings Inc., Cleartrip Inc., iYogi Limited, and the Blackstone Group.

also a member of TiE Silicon Valley Inc., a U.S. based non-profit organization.

Biographies—Executive Officers

Mr. Abhijit Mukherjeeis the President and head of our Global Generics segment. Before joining us, he worked with Atul Limited for 10 years, where he held numerous positions of increasing responsibility. In his last assignment there he was President, Bulk Chemicals and Intermediates Business, and Managing Director, Atul Products Limited. He started his career as a management trainee in Hindustan Lever Limited (“HLL”) and worked at that company for 13 years, including three years in a Unilever company. He was primarily involved in technical assignments in the aroma chemicals business in HLL and Unilever and also in detergents and sulphonation plants of HLL. He holds a degree in Chemical Engineering from the Indian Institute of Technology in Kharagpur, India.

Mr. Amit Patelis our Seniorthe Executive Vice President and Headhead of our North America Generics business. He is responsible for executing our company’s strategic efforts in the North American generics market. Prior to joining us in 2003, AmitMr. Patel was co-founder and Chief Executive Officer of a healthcare services startup called MedOnTime that was later acquired by CTIS Inc., at which he served as Vice President of Corporate Development. Earlier, he was a strategy consultant with Marakon Associates where he focused on value-based management and mergers and acquisition. He received a Bachelor of Science degree in Economics from the Wharton School of Business at the University of Pennsylvania, a Bachelor of Applied Science degree in Systems Engineering from the Moore School at the University of Pennsylvania, and a Master of Business Administration degree from Harvard Business School.

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Mr.Dr. Cartikeya Reddyis athe Senior Vice President and he headshead of our Biologics division, which focuses on the development of biosimilar molecules for the Indian and global markets. Prior to joining us in 2004, Mr. Reddy worked with Genentech Inc., where he was a Group Leader in the area of Cell Culture Process Development. Before that, he was with the Biotechnology Division of Bayer Corporation, where he successfully led teams in the areas of Bioprocess Development and pilot scale manufacturing. Mr. Reddy holds a Master of Science degree and Ph.D. in Chemical Engineering from the University of Illinois, Urbana-Champaign, and was a Visiting Scholar at the Massachusetts Institute of Technology in Cambridge, Massachusetts, United States of America. He also graduated with a Bachelor of Technology degree in Chemical Engineering from the Indian Institute of Technology in Chennai, India.
Mr. K.B. Sankara Raois an Executive Vice President and head of our Integrated Product Development business. Mr. Rao was appointed to this position in February 2004. He is responsible for directing our strategies for new product development in the areas of generics, branded generics, specialty, NCE formulations and active pharmaceutical ingredients. Mr. Rao began his career with us in 1986. Since then, he has held a series of leadership roles in manufacturing, research and development, quality, projects and supply-chain management, in addition to revitalizing our new product development function using the Six-Sigma process. Mr. Rao was also instrumental in the design and implementation of the “Self-Managed Team” — a concept arguably unique in the pharmaceutical industry. He is a life-member of the Indian Pharmaceutical Association, the Controlled Release Society and the Indian Pharmacy Graduates Association. He is also a member of the Confederation of Indian Industry (“CII”) Southern Region Quality and Productivity Sub-committee, as well as the CII Sohrabji Godrej Green Business Centre, Hyderabad, Environment and Recycling Council. Mr. Rao holds a Masters degree in Pharmacy from Andhra University.
Mr. Prabir Jhais our Senior Vice President and Global Chief of Human Resources. He leads our Human Resources function globally, and is also responsible for Corporate Communications. Mr. Jha moved to the private sector after almost 10 years in the Indian Civil Services. Prior to joining us in 2002, he worked for organizations such as Thermax Limited and Mahindra British Telecom (now Tech Mahindra) Limited, where he made key contributions to many high-end human resources interventions. He has handled all areas in human resources, and has a special interest in change management, global human resources strategy, employer branding and leadership capability development. Mr. Jha is an alumnus of St. Stephen’s College in Delhi and of the Xavier Labour Relations Institute in Jamshedpur. During his time as a government employee, Mr. Jha handled the entire range of human resources and industrial relations responsibilities while with the Indian Ordinance Factories.

Mr. Saumen Chakrabortyis the President and global head of our Corporate function.Quality, Human Resources and Information Technology functions. In this role, he is responsible for our Quality, Information Technology, Business Process Excellence, Human Resources and Corporate Communications and Supply Chain Effectiveness functions. Prior to this role, he was head of the Global Generics Operations along with Integrated Product Development across the organization. Mr. Chakraborty joined us in 2001 as Global Chief of Human Resources. He later took over as Chief Financial Officer in 2006 and then became our President — President—Corporate and Global Generics Operations in early 2009. He has 2627 years of experience in strategic and operational aspects of management. Prior to joining us, he held various line manager, human resources and other positions, including Senior Manager (Finance and Accounts) in Eicher, and Vice President (Operations) in Tecumseh. A member of various industry forums, including the Confederation of Indian Industry and the National HRD Network, heHe graduated with honors as the valedictorian of his class from Visva-Bharati University in Physics, and went on to pursue management from the Indian Institute of Management, Ahmedabad. He continues to be responsible for Information Technology and Business Process Excellence.

Mr. V.S. Vasudevanwas the President and head of our European Generics Business, prior to his retirement effective as of April 1, 2010. Prior to this role, he was our Chief Financial Officer. In the position of Chief Financial Officer, he was responsible for managing our finance organization. He also was the head of the secretarial, legal, compliance, investor relations and internal audit functions. Mr. Vasudevan played an important role in establishment of our corporate governance framework. Under his leadership, we received external recognition for our corporate governance and financial reporting practices from the Institute of Company Secretaries of India and the Institute of Chartered Accountants of India. Mr. Vasudevan played a key role in the integration of Cheminor Drugs Limited with us, the acquisition of betapharm in Germany and in our growth through various other corporate initiatives, including the acquisition of other companies in India and overseas and the acquisition of brands in India. Mr. Vasudevan is a Chartered Accountant by qualification, and a member of the Peer Review Board of the Institute of Chartered Accountants of India.

Mr. Umang Vohrais the Executive Vice President and our Chief Financial Officer and has over 1417 years of experience across various functions within finance, strategic planning and corporate development. He is responsible for managing our organization’s global finance functions including among others Accounts and Controlling, Taxation, Compliance, Secretarial, Investor Relations and Treasury. He joined us in 2002, initially working as our Deputy Chief Financial Officer, and has been part of several of our key initiatives like acquisitions, research and development, de-risking and partnering transactions, and operational improvements and migration to IFRS in our accounting, governance and finance processes. Prior to joining us, Mr. Vohra worked with Eicher and PepsiCo India. Mr. Vohra has a basebachelor’s degree in computer engineering and he holds an MBA with a specialization in Finance from TA Pai Institute of Management (TAPMI), India.

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Mr. Vilas DholyeDr. Raghav Chariis an Executivethe Senior Vice President and head of our Formulations Technical Operations function. He has over 35 years of experience in operations and projects management. Mr. Dholye joined our organization in 2000 and was responsible for all aspects of our API manufacturing operations. He has over the last few years been responsible for implementing business process excellence and enterprise resource planning projects. Prior to joining us, Mr. Dholye worked with Pidilite Industries, Gharda Chemicals, Humphrey and Glasgow (Now Jacob Engineering) and Asian Paints, among other companies. Vilas holds a Chemical Engineering degree from the University Institute of Chemical Technology, Mumbai.
Dr. Raghav Chariheads our Proprietary Products segment and is responsible for developing a viable portfolio of products across our New Chemical Entities and Differentiated Formulations businesses. Dr. Chari joined us in 2006 as Vice President- Corporate Development for our New Chemical Entities and Specialty business and has helped shape our Proprietary Products business strategy while developing strong alliance platforms. He started his career with McKinsey and Company, where he spent several years as an Associate, Engagement Manager and finally Associate Principal in McKinsey’s Pharmaceuticals and Medical Products practice. After McKinsey, he took leadership roles in strategy and business development with several smaller biotech companies. Prior to joining us, he was the head of the Corporate Strategy function at NPS Pharmaceuticals. Dr. Chari is a graduate in Mathematics and Physics from the California Institute of Technology and holds a Ph.DPh.D. in Theoretical Physics from Princeton University.

Dr. RR. Ananthanarayananwas appointed as President — is the President—Pharmaceutical Services and Active Ingredients (PSAI) effective as of August 6, 2010.. Prior to joining us, Dr. Ananthanarayanan was President — President—Custom R&DResearch and Development and Manufacturing Services (CRAMS)—Aurosource division for APIs and Finished Dosage of Aurobindo Pharma, New Jersey, USA. He was also a key leadership member on the Executive Management Committee at Piramal Healthcare Ltd. and was the President and Head of Pharma Solutions business. He worked with Piramal Healthcare for over 7 years and was involved since the inception of its Pharma Solutions business. Prior to joining Piramal Healthcare, Dr. Ananthanarayanan was Managing Director — Director—Asia and Head of Global Sourcing for Galpharm International Ltd, a U.K. based manufacturer/distributor of specialty pharmaceuticals and baby products. He has over 20 years of experience in the pharmaceutical industry with specialization in research and development, manufacturing operations, regulatory affairs, quality assurance, business development, global strategic sourcing, and mergers and acquisitions. Dr. Ananthanarayanan received a Ph.DPh.D. in Pharmaceutical Technology and a Bachelor’s degree in Pharmaceutical Sciences from the University of Mumbai, India.

Mr. M.V. Ramana is the Senior Vice President and Head—Emerging Markets, Global Generics. He heads the Emerging Markets segment of our Global Generics business, focusing on all emerging markets outside of India. He joined us on October 15, 1992 as a Management Trainee in the International Marketing division of our Branded Formulations business. In his 19 year tenure, he has handled various critical assignments including setting up the businesses in several countries across Asia, Latin America, Africa and the Middle East. In his most recent assignment, he served as the Region Head of the Russia and countries of the former soviet union operations. He holds a MBA degree from Osmania University, Hyderabad, India.

Mr. Samiran Das is the Executive Vice President—Global Formulations Technical Operations and Global Generics Portfolio Management. He joined us on June 15, 2011 and has diverse and rich experience in manufacturing across multiple sectors. Prior to joining us, he worked with Pepsico India as Executive Director, Technical Operations for Pepsico’s beverage business in the India region and was responsible for supply strategy and implementation, manufacturing footprint and expansion, quality assurance, safety, development of co-packing network, procurement and new product commercialization, and supply chain validation. At Pepsico, he was a member of the Regional Executive Committee and the Division Operations Leadership Council, with active involvement in Corporate Governance and Corporate Social Responsibility activities. Before that, he worked with companies like Union Carbide, ICI India, Hindustan Unilever, Godrej Pillsbury, Frito Lay India and D1-BP Fuel Crops India in different roles. He holds a Bachelors degree in Mechanical Engineering from the Indian Institute of Technology, Delhi, India.

Dr. Amit Biswas is the Executive Vice President—Integrated Product Development (IPDO). He joined us on July 12, 2011 and has 23 years of diverse and rich international experience, spanning academic and industrial research, product development, technical service and management of research and technology in the areas of commodity plastics, engineering polymers, high performance fibers, industrial/automotive coatings and alternate energy technologies. Prior to joining us, he worked with Reliance Industries Limited as Senior Vice President, Technology Services and Emerging Technologies—Reliance Technology Group and was responsible for design and implementation of Research and Technology Management processes, Business Transformation and Change Management, and interfacing with private/public institutions on Alternate Energy Technologies. He is a Master Black Belt in Six Sigma (GE Certification). Recently, he was made an Adjunct Professor at the IIT Bombay Centre for Research in Nano-technology and Science. He has 44 international publications, 3 book chapters and 4 patents. He holds a Ph.D. and Masters in Polymer Science from Case Western Reserve University, Ohio, USA and a Bachelor of Technology in Chemical Engineering from the Indian Institute of Technology, Bombay, India.

6.B.Compensation

Directors’ compensation

Full-Time Directors. The compensation of our Chairman, Chief Executive Officer and Chief Operating Officer (who we refer to as our “full-time directors”) is divided into salary, commission and benefits. They are not eligible to participate in our stock option plan.plans. The compensation committeeNomination, Governance and Compensation Committee of the Board of Directors initially recommends the compensation for full-time directors. If the Board of Directors (the “Board”) approves the recommendation, it is then submitted to the shareholders for approval at the general shareholders meeting.

meeting along with the proposal for their appointment or re-appointment.

On July 28, 2006,21, 2011, our shareholders re-appointed Dr. K. Anji Reddy as Chairman effective as of July 13, 2006,2011, and Mr. G.V. Prasad as Vice Chairman and Chief Executive Officer effective as of January 30, 2006.2011. On July 24, 2007, our shareholders re-appointedreappointed Mr. Satish Reddy as Managing Director and Chief Operating Officer effective as of October 1, 2007. On February 3, 2012, our Board of Directors re-appointed Mr. Satish Reddy as Managing Director and Chief Operating Officer effective October 1, 2012 subject to receiving our shareholders’ approval. Our Managing Director and COOChief Operating Officer and Vice Chairman and Chief Executive Officer are each entitled to receive a maximum commission of up to 0.75% of our net profit (as defined under the Indian Companies Act, 1956) for the fiscal year. Our Chairman is entitled to receive a maximum commission of up to 1.0% of our net profit (as defined under the Indian Companies Act, 1956) for the fiscal year. The governanceNomination, Governance and compensation committee,Compensation Committee, which is entirely composed of independent directors, recommends the commission for our Chairman, Vice Chairman and Chief Executive Officer and Managing Director and COOChief Operating Officer within the limits of 1%, 0.75% and 0.75%, respectively, of the net profits (as defined under the Indian Companies Act, 1956) for each fiscal year.

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Non-Full Time Directors.Each of our non-full time directors receives an attendance fee of Rs.5,000LOGO 10,000 (U.S.$111.36)196.56) for every Board meeting and Board committee meeting they attend. In the year ended March 31, 2010,2012, we paid an aggregate of Rs.340,000LOGO 900,000 (U.S.$7,572.40)17,690.42) to our non-full time directors as attendance fees. Non-full time directors are also eligible to receive a commission on our net profit (as defined under the Indian Companies Act, 1956) for each fiscal year. Our shareholders have approved a maximum commission of up to 0.5% of the net profits (as defined under the Indian Companies Act, 1956) for each fiscal year for all non-full time directors in a year. The Board determines the entitlement of each of the non-full time directors to commission within the overall limit. The non-full time directors were granted stock options under the Dr. Reddy’s Employees Stock Option Scheme, 2002 and Dr. Reddy’s Employees ADR Stock Option Scheme, 2007 in the year ended March 31, 20102012 as provided in the table below.

For the year ended March 31, 2010,2012, the directors were entitled to the following amounts as compensation:

(Amounts Rs. in millions, except number of stock options)
                         
                      Number of 
Name of Directors Attendance fees  Commission (2)  Salary  Perquisites  Total  Stock Options 
Dr. K. Anji Reddy Rs.  Rs.100  Rs.5  Rs.1  Rs.106    
Mr. G.V. Prasad     60   4   1   65    
Mr. Satish Reddy     60   4   1   65    
Mr. Anupam Puri  *   3         3   3,000 
Dr. J.P. Moreau  *   3         3   3,000 
Ms. Kalpana Morparia  *   3         3   3,000 
Dr. Omkar Goswami  *   3         3   3,000 
Mr. Ravi Bhoothalingam  *   3         3   3,000 
Dr. Bruce L. A. Carter  *   3         3   3,000 
Dr. Ashok S. Ganguly (1)  *   2         2    

   (AmountsLOGO in millions, except number of stock options)     
Name of Directors  Attendance fees   Commission   Salary   Perquisites   Total   Number of Stock
Options(1)
 

Dr. K. Anji Reddy

   —      LOGO  100    LOGO  8    LOGO  3    LOGO  111     —    

Mr. G.V. Prasad

   —       73     6     2     81     —    

Mr. Satish Reddy

   —       73     3     3     79     —    

Mr. Anupam Puri

   *     7     —       —       7     2,400  

Dr. J.P. Moreau

   *     7     —       —       7     2,400  

Ms. Kalpana Morparia

   *     7     —       —       7     2,400  

Dr. Omkar Goswami

   *     7     —       —       8     2,400  

Mr. Ravi Bhoothalingam

   *     7     —       —       7     2,400  

Dr. Bruce L. A. Carter

   *     8     —       —       8     2,400  

Dr. Ashok S. Ganguly

   *     7     —       —       7     2,400  

Mr. Sridar Iyengar

   *     4     —       —       4     2,400  

*

Attendance fees were paid only to non-full time directors and ranged from Rs.10 thousandLOGO 70,000 to Rs.95 thousand,LOGO 160,000, depending upon their attendance in Board and committee meetings. As a result of rounding to the nearest million, such attendance fees do not appear in the above table.

(1)Dr. Ashok S. Ganguly joined as a member of our Board of Directors effective October 23, 2009.
(2)For

The options granted to non-full time directors during the year ended March 31, 2010,2012 have an exercise price ofLOGO 5 per option, vest in one year, and expire five years from the Boarddate of Directors recommended a fixed commission of Rs.2.7 million (U.S. $60,000) per director applicable to all the independent directors, a specific commission of Rs.0.5 million (U.S. $10,000) to the Chairman of the Audit Committee, Rs.0.2 million (U.S.$5,000) to the Chairman of each other Committee, and Rs.0.07 million (U.S. $1,500) to the members of each Committee. In addition, Rs.0.07 million (U.S.$1,500) was paid towards foreign travel to the directors residing outside India.vesting.

The options granted to non-full time directors during the year ended March 31, 2010 have an exercise price of Rs.5 per option, vest in one year, and expire five years from the date of vesting.

Executive officers’ compensation

The initial compensation to all our executive officers is determined through appointment letters issued at the time of employment. The appointment letter provides the initial amount of salary and benefits the executive officer will receive as well as a confidentiality provision and a non-compete provision applicable during the course of the executive officer’s employment with us. We provide salary, certain perquisites, retirement benefits, stock options and variable pay to our executive officers. The compensation committeeNomination, Governance and Compensation Committee of the Board reviews the compensation of executive officers on a periodic basis.

All of our employees at the managerial and staff levels are eligible to participate in a variable pay program, which consists of performance bonuses based on the performance of their function or business unit, and a profit sharing plan through which part of our profits can be shared with our employees. Our variable pay program is aimed at rewarding performance of the individual, business unit/function and the organization, with significantly higher rewards for superior performances.

We also have two employee stock option schemes: the Dr. Reddy’s Employees Stock Option Scheme, 2002 and the Dr. Reddy’s Employees ADR Stock Option Scheme, 2007. The stock option schemes are applicable to all of our employees and directors, andincluding employees and directors of our subsidiaries. The stock option schemes are not applicable to promoter directors, promoter employees and persons holding 2% or more of our outstanding share capital. The compensation committeeNomination, Governance and Compensation Committee of the Board of Directors awards options pursuant to the stock option schemes based on the employee’s performance appraisal. Some employees have also been granted options upon joining us.

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Compensation for executive officers who are full time directors is summarized in the table under “Directors’ compensation” above. The following table presents the annual compensation paid for services rendered to us for the year ended March 31, 20102012 and stock options held by all of our other executive officers as of March 31, 2010:
2012:

Compensation for Executive Officers

                     
                  Expiration 
  Compensation  No. of  Fiscal Year  Exercise  Date 
Name (Rs. In millions)  Options held  Of Grant  Price (Rs.)  (See note no.) 
Abhijit Mukherjee  16.6   2,000   2007   5   (4)
       2,000   2008   5   (3)
       2,000   2008   5   (4)
       2,000   2009   5   (2)
       2,000   2009   5   (3)
       2,000   2009   5   (4)
       2,000   2010   5   (1)
       2,000   2010   5   (2)
       2,000   2010   5   (3)
       2,000   2010   5   (4)
Amit Patel  21.2   1,250   2008   5   (3)
       1,375   2008   5   (3)
       1,375   2008   5   (4)
       1,250   2009   5   (2)
       1,250   2009   5   (3)
       1,250   2009   5   (4)
       1,500   2010   5   (1)
       1,500   2010   5   (2)
       1,500   2010   5   (3)
       1,500   2010   5   (4)
Cartikeya Reddy  9.2   600   2006   5   (1)
       600   2006   5   (2)
       600   2006   5   (3)
       600   2006   5   (4)
       500   2007   5   (1)
       500   2007   5   (2)
       500   2007   5   (3)
       500   2007   5   (4)
       1,000   2008   5   (1)
       1,000   2008   5   (2)
       1,000   2008   5   (3)
       1,000   2008   5   (4)
       1,250   2009   5   (1)
       1,250   2009   5   (2)
       1,250   2009   5   (3)
       1,250   2009   5   (4)
       1,250   2010   5   (1)
       1,250   2010   5   (2)
       1,250   2010   5   (3)
       1,250   2010   5   (4)

 

90


                     
                  Expiration 
  Compensation  No. of  Fiscal Year  Exercise  Date 
Name (Rs. In millions)  Options held  Of Grant  Price (Rs.)  (See note no.) 
K. B. Sankara Rao  12.2   1,600   2007   5   (4)
       1,500   2008   5   (3)
       1,500   2008   5   (4)
       1,250   2009   5   (2)
       1,250   2009   5   (3)
       1,250   2009   5   (4)
       1,250   2010   5   (1)
       1,250   2010   5   (2)
       1,250   2010   5   (3)
       1,250   2010   5   (4)
Prabir Kumar Jha  9.9   650   2007   5   (4)
       1,000   2008   5   (3)
       1,000   2008   5   (4)
       1,250   2009   5   (2)
       1,250   2009   5   (3)
       1,250   2009   5   (4)
       1,250   2010   5   (1)
       1,250   2010   5   (2)
       1,250   2010   5   (3)
       1,250   2010   5   (4)
Saumen Chakraborty  16.4   2,000   2007   5   (4)
       2,000   2008   5   (3)
       2,000   2008   5   (4)
       2,000   2009   5   (2)
       2,000   2009   5   (3)
       2,000   2009   5   (4)
       2,000   2010   5   (1)
       2,000   2010   5   (2)
       2,000   2010   5   (3)
       2,000   2010   5   (4)
Umang Vohra  9.5   750   2007   5   (4)
       750   2008   5   (3)
       750   2008   5   (4)
       875   2009   5   (2)
       875   2009   5   (3)
       875   2009   5   (4)
       1,250   2010   5   (1)
       1,250   2010   5   (2)
       1,250   2010   5   (3)
       1,250   2010   5   (4)
V.S. Vasudevan  28.7   5,000   2005   442.5   (1)
       5,000   2005   442.5   (2)
       5,000   2005   442.5   (3)
       5,000   2005   442.5   (4)
       12,500   2006   362.5   (1)
       12,500   2006   362.5   (2)
       12,500   2006   362.5   (3)
       12,500   2006   362.5   (4)
       2,000   2007   5   (4)
       1,750   2008   5   (3)
       1,750   2008   5   (4)
       1,500   2009   5   (2)
       1,500   2009   5   (3)
       1,500   2009   5   (4)
       1,250   2010   5   (1)
       1,250   2010   5   (2)
       1,250   2010   5   (3)
       1,250   2010   5   (4)

91


                     
                  Expiration 
  Compensation  No. of  Fiscal Year  Exercise  Date 
Name (Rs. In millions)  Options held  Of Grant  Price (Rs.)  (See note no.) 
Vilas M. Dholye  10.6   600   2007   5   (4)
       700   2008   5   (3)
       700   2008   5   (4)
       400   2009   5   (2)
       400   2009   5   (3)
       400   2009   5   (4)
       1,250   2010   5   (1)
       1,250   2010   5   (2)
       1,250   2010   5   (3)
       1,250   2010   5   (4)
Dr. Raghav Chari  18.3   500   2008   5   (3)
       750   2009   5   (2)
       750   2009   5   (3)
       750   2009   5   (4)
       1,000   2010   5   (1)
       1,000   2010   5   (2)
       1,000   2010   5   (3)
       1,000   2010   5   (4)
       500   2008   5   (3)

Name

Compensation
(LOGO in millions)
No. of
Options held
Fiscal Year
Of Grant
Exercise
Price (LOGO )
Expiration
Date
(See note no.)

Abhijit Mukherjee

    21.42,00020095(1)
2,00020105(1)
2,00020105(2)
2,00020115(1)
2,00020115(2)
2,00020115(3)
1,75020125(1)
1,75020125(2)
1,75020125(3)
1,75020125(4)

Amit Patel

23.51,25020095(1)
1,50020105(1)
1,50020105(2)
1,25020115(1)
1,25020115(2)
1,25020115(3)
1,12520125(1)
1,12520125(2)
1,12520125(3)
1,12520125(4)

Dr. Cartikeya Reddy

11.91,25020095(1)
1,25020105(1)
1,25020105(2)
1,12520115(1)
1,12520115(2)
1,12520115(3)
1,00020125(1)
1,00020125(2)
1,00020125(3)
1,00020125(4)

Saumen Chakraborty

18.02,00020095(1)
2,00020105(1)
2,00020105(2)
1,62520115(1)
1,625��20115(2)
1,62520115(3)
1,50020125(1)
1,50020125(2)
1,50020125(3)
1,50020125(4)

Name

  Compensation
(LOGO in millions)
  No. of
Options held
  Fiscal Year
Of Grant
  Exercise
Price (LOGO )
  Expiration
Date
(See note no.)

Umang Vohra

    12.7     875     2009     5     (1)
       1,250     2010     5     (1)
       1,250     2010     5     (2)
       1,125     2011     5     (1)
       1,125     2011     5     (2)
       1,125     2011     5     (3)
       1,125     2012     5     (1)
       1,125     2012     5     (2)
       1,125     2012     5     (3)
       1,125     2012     5     (4)

Dr. Raghav Chari

    22.5     750     2009     5     (1)
       1,000     2010     5     (1)
       1,000     2010     5     (2)
       1,125     2011     5     (1)
       1,125     2011     5     (2)
       1,125     2011     5     (3)
       1,000     2012     5     (1)
       1,000     2012     5     (2)
       1,000     2012     5     (3)
       1,000     2012     5     (4)

Dr. R. Ananthanarayanan

    17.0     —       —       —       —   
       875     2012     5     (1)
       875     2012     5     (2)
       875     2012     5     (3)
       875     2012     5     (4)

M.V. Ramana

    13.4     750     2009     5     (1)
       875     2010     5     (1)
       875     2010     5     (2)
       750     2011     5     (1)
       750     2011     5     (2)
       750     2011     5     (3)
       650     2012     5     (1)
       650     2012     5     (2)
       650     2012     5     (3)
       650     2012     5     (4)

Samiran Das

    10.5     —       —       —       —   

Dr. Amit Biswas

    6.1     —       —       —       —   

K. B. Sankara Rao

(Retired on January 31, 2012)

    20.3     —       —       —       —   

Vilas M. Dholye

(Retired on September 16, 2011)

    11.2     —       —       —       —   

(1)

The expiration date is five years from the date of vesting. The options vest inwithin one year.year as of March 31, 2012.

(2)

The expiration date is five years from the date of vesting. The options vest inwithin two years.years as of March 31, 2012.

(3)

The expiration date is five years from the date of vesting. The options vest inwithin three years.years as of March 31, 2012.

(4)

The expiration date is five years from the date of vesting. The options vest inwithin four years.years as of March 31, 2012.

Retirement benefits.

We provide the following benefit plans to our employees:

Gratuity benefits:In accordance with applicable Indian laws, we provide for gratuity, a defined benefit retirement plan (the “Gratuity Plan”) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, at an amount based on the respective employee’s last drawn salary and the years of employment with us. Effective September 1, 1999, we established the Dr. Reddy’s Laboratories Gratuity Fund (the “Gratuity Fund”). Liability with regard to the Gratuity Plan is determined by an actuarial valuation, based upon which we make contributions to the Gratuity Fund. Trustees administer the contributions made to the Gratuity Fund. The amounts contributed to the Gratuity Fund are invested in specific securities as mandated by Indian law and generally consist of federal and state Indian Government bonds and the debt instruments of Indian Government-owned corporations.

The net periodic benefit costs recognized by us were Rs.48LOGO 69 million and Rs.63LOGO 86 million during the years ended March 31, 20092011 and 2010,2012, respectively.

Superannuation benefits.Apart from being covered under the Gratuity Plan described above, ourOur senior officers also participate in superannuation, a defined contribution plan administered by the Life Insurance Corporation of India. We make annual contributions based on a specified percentage of each covered employee’s salary. We have no further obligations under the plan beyond our annual contributions. We contributed Rs.44LOGO 49 million and Rs.47LOGO 52 million to the superannuation plan during the years ended March 31, 20092011 and 2010,2012, respectively.

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Provident fund benefits.In addition to the above benefits, allAll employees receive benefits from a provident fund, a defined contribution plan. Both the employee and employer each make monthly contributions to the plan equal to 12% of the covered employee’s basic salary. We have no further obligations under the plan beyond our monthly contributions. We contributed Rs.160LOGO 258 million and Rs.195LOGO 289 million to the provident fund plan during the years ended March 31, 20092011 and 2010,2012, respectively.

401(k)401(k) retirement savings plans.In the United States, we sponsor a defined contribution 401(k) retirement savings plan for all eligible employees who meet minimum age and service requirements. We contributed Rs.54LOGO 70 million and Rs.70LOGO 75 million to this 401(k) retirement savings plan for the years ended March 31, 20092011 and 2010,2012, respectively.

National Insurance contributions. In the United Kingdom, certain social security benefits (such as pension, unemployment and disability) are funded by employers and employees through mandatory National Insurance contributions. We sponsor a defined contribution plan for such National Insurance contributions. The contribution amounts are determined based upon the employee’s base salary. We have no further obligations under the plan beyond our monthly contributions. We contributed Rs.51LOGO 80 million and Rs.90LOGO 101 million to the U.K. National Insurance scheme during the years ended March 31, 20092011 and 2010,2012, respectively.

Pension plans. All employees of Industrias Quimicas Falcon (Mexico)de Mexico, SA de CV (“Falcon”), our subsidiary in Mexico, are governed by a defined benefit pension plan. The pension plan provides a payment to vested employees at retirement or termination of employment. This payment is based on the employee’s integrated salary and is paid in the form of a monthly pension over a period of 20 years computed based on a predefined formula. Liabilities in respect of the pension plan are determined by an actuarial valuation, based on which we make contributions to the pension plan fund. This fund is administered by a third party who is provided guidance by a technical committee formed by senior employees of Falcon.

Long service benefit recognition.During the year ended March 31, 2010 we introduced a new post-employment defined benefit scheme under which all eligible employees of our parent company who have completed a specified service tenure with our parent company would be eligible for a “Long Service Cash Award” at the time of their employment separation. The amount of such cash payment would be based on the respective employee’s last drawn salary and the specified number of years of employment with our parent company. We have valued the liability associated with this scheme through an independent actuary. During the yearyears ended March 31, 2010,2011 and 2012, we recorded a liabilityan expense of Rs.53LOGO 10 million andLOGO 15 million, respectively, under the scheme.

6.C.Board practices

Our Articles of Association require us to have a minimum of three and a maximum of 20 directors. As of March 31, 2010,2012, we had teneleven directors on our Board, of which seveneight were non-full time independent directors.

The Companies Act, 1956 and our Articles of Association require that at least two-thirds of our directors be subject to re-election by our shareholders in rotation. At every annual general meeting, one-third of the directors who are subject to re-election must retire and, if eligible for re-election, may be reappointed at the annual general meeting.

The terms of each of our directors and their expected expiration dates are provided in the table below:

Name

  Expiration of
Current
Term of Office
  Term of Office  
Expiration of
Current
NameTerm of OfficeTerm of OfficePeriod of Service

Dr. K. Anji Reddy(1)

  July 12, 201120165 years28 years

Mr. Satish Reddy(1) (4)

September 30, 20175 years19 years

Mr. G.V. Prasad(1)

January 29, 2016  5 years  26 years
Mr. Satish Reddy (1)September 30, 20125 years17 years
Mr. G.V. Prasad (1)January 30, 20115 years24 years

Mr. Anupam Puri(2) (3)

  Retirement by rotation  Due for retirement by
by rotation in 20112014
  810 years

Dr. J. P. Moreau(2)Moreau(2)

  Retirement by rotation  Due for retirement by
by rotation in 20102013
  35 years

Ms. Kalpana Morparia(2)Morparia(2)

  Retirement by rotation  Due for retirement by
by rotation in 20102014
  35 years

Dr. Omkar Goswami(2)(3)

  Retirement by rotation  Due for retirement by
by rotation in 2012
  9.511.5 years

Mr. Ravi Bhoothalingam(2)(3)

  Retirement by rotation  Due for retirement by
by rotation in 2012
  9.511.5 years

Dr. Bruce L. A. Carter(2) (3)

  Retirement by rotation  Due for retirement by
by rotation in 20112015
  24 years

Dr. Ashok S. Ganguly(2)

  Retirement by rotation  Appointment to be confirmedDue for retirement by shareholders
rotation in 20102013
  0.52.5 years

Mr. Sridar Iyengar(2) (5)

Retirement by rotationDue for retirement by
rotation in 2015
1 year

(1)

Full time director.

(2)

Non-full time independent director.

(3)

Reappointed at the 25th27th Annual General Meeting of Shareholders held on July 21, 2011.

(4)

Reappointed by the Board of Directors at their meeting held on February 3, 2012, for a further period of five years, subject to approval of our shareholders at their next annual general meeting scheduled on July 20, 2012.

(5)

Mr. Sridar Iyengar Joined as a member of our Board of Directors effective August 22, 2009.2011.

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The terms of the contracts with our full-time directors are also disclosed to all of our shareholders in the notice of the general meeting. The directors are not eligible for any termination benefit on the termination of their tenure with us.

Committees of the Board

Committees appointed by the Board focus on specific areas and take decisions within the authority delegated to them. The Committees also make specific recommendations to the Board on various matters from time-to-time. All decisions and recommendations of the Committees are placed before the Board for information or approval. We had fiveseven Board-level Committees as of March 31, 2010:2012:

Audit Committee.

Audit Committee.

Nomination, Governance and Compensation Committee.

Shareholders’ Grievance Committee.
Management Committee.
Investment Committee.
The Board of Directors, in their meeting held on May 18, 2009, decided to consolidate the Governance Committee and Compensation Committee.

Science, Technology and Operations Committee.

Risk Management Committee.

Shareholders’ Grievance Committee.

Management Committee.

Investment Committee.

We have adopted charters for our Audit Committee, into one and renamed it as theNomination, Governance and Compensation Committee, with membershipScience, Technology and Operations Committee, Risk Management Committee and Shareholders’ Grievance Committee, formalizing the applicable committee’s procedures and duties. Each of the then independent Directors.

these charters is available on our website atwww.drreddys.com/aboutus/committees-of-the-board.html.

Audit Committee.Our management is primarily responsible for our internal controls and financial reporting process. Our independent registered public accounting firm is responsible for performing independent audits of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing reports based on such audits. The Board of Directors has entrusted the Audit Committee to supervise these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial controls and reporting.

The Audit Committee consists of the following threefour non-full time, independent directors:

Dr. Omkar Goswami (Chairman);
Ms. Kalpana Morparia; and
Mr. Ravi Bhoothalingam.

Dr. Omkar Goswami (Chairman);

 

94Ms. Kalpana Morparia;

Mr. Ravi Bhoothalingam; and

Mr. Sridar Iyengar (Effective August 22, 2011).


Our Company Secretary is the Secretary of the Audit Committee. This Committee met on fivefour occasions during the year ended March 31, 2010.2012. Our independent registered public accounting firm was generally present at all Audit Committee meetings during the year.

The primary responsibilities of the Audit Committee are to:

Supervise the financial reporting process;

Supervise the financial reporting process;

Review our financial results, along with the related public filings, before recommending them to the Board;

Review the adequacy of our internal controls, including the plan, scope and performance of our internal audit function;
Discuss with management our major policies with respect to risk assessment and risk management;
Hold discussions with our independent registered public accounting firm on the nature and scope of audits, and any views that they have about the financial control and reporting processes;
Ensure compliance with accounting standards, and with listing requirements with respect to the financial statements;
Recommend the appointment and removal of our independent registered public accounting firm and their fees;
Review the independence of our independent registered public accounting firm;
Ensure that adequate safeguards have been taken for legal compliance both for us and for our Indian and foreign subsidiaries;
Review related party transactions;
Review the functioning of our whistle blower policies and procedures; and
Implement compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002.
Compensation Committee. Prior to its consolidation with the Governance Committee effective as of May 18, 2009, the Compensation Committee considered and recommendedrelated public filings, before recommending them to the BoardBoard;

Review the compensationadequacy of our internal controls, including the plan, scope and performance of our internal audit function;

Discuss with management our major policies with respect to risk assessment and risk management;

Hold discussions with our independent registered public accounting firm on the nature and scope of audits, and any views that they have about the financial control and reporting processes;

Ensure compliance with accounting standards, and with listing requirements with respect to the financial statements;

Recommend the appointment and removal of our independent registered public accounting firm and their fees;

Review the independence of our independent registered public accounting firm;

Ensure that adequate safeguards have been taken for legal compliance both for us and for our Indian and foreign subsidiaries;

Review related party transactions;

Review the functioning of our whistle blower policies and procedures; and

Implement compliance with all applicable provisions of the full time directors and executives, and also reviewed the remuneration package that we offered to different grades/levelsSarbanes-Oxley Act of our employees. The Compensation Committee also administered our Employee Stock Option Schemes.2002.

The Compensation Committee consisted of the following three non-full time, independent directors:
Mr. Ravi Bhoothalingam (Chairman);
Dr. J.P. Moreau; and
Ms. Kalpana Morparia
The Global Chief of Human Resources was the Secretary of the Committee. The Compensation Committee met once during the year ended March 31, 2010.

Governance Committee.Prior to its consolidation with the Compensation Committee effective as of May 18, 2009, the primary function of the Governance Committee was to assist the Board of Directors in fulfilling its responsibilities by reviewing and making recommendations to the Board regarding the Board’s composition and structure, establishing criteria for Board membership and evaluating corporate policies relating to the recruitment of Board members and establishing, implementing and monitoring policies and processes regarding principles of corporate governance in order to ensure the Board’s compliance with its fiduciary duties.

95


The Governance Committee consisted of the following non-full time, independent directors:
Mr. Anupam Puri (Chairman); and
Dr. Omkar Goswami.
Our Company Secretary was the Secretary of the Committee. The Governance Committee met once during the year ended March 31, 2010.
Nomination, Governance and Compensation Committee.The Boardprimary functions of Directors in their meeting held on May 18, 2009, decided to consolidate the Governance Committee and Compensation Committee into one and renamed it as theNomination, Governance and Compensation Committee with membershipare to:

Examine the structure, composition and functioning of the then independent Directors. The primary function of the GovernanceBoard, and Compensation Committee isrecommend changes, as necessary, to assist the Board of Directors in fulfilling its responsibilities by reviewing and making recommendations to the Board regardingimprove the Board’s composition and structure, establishing criteria for Board membership and evaluating corporate policies relating to the recruitment of Board members and establishing, implementing and monitoringeffectiveness;

Assess our policies and processes regarding principlesin key areas of corporate governance, in orderother than those explicitly assigned to ensureother Board Committees, with a view to ensuring that we are at the Board’s compliance with its fiduciary duties. Thisforefront of good corporate governance; and

Regularly examine ways to strengthen our organizational health, by improving the hiring, retention, motivation, development, deployment and behavior of management and other employees. In this context, the Committee also considers and recommends to the Board the compensation of the full time directors and executives, and also reviews the remuneration package that we offer to different grades/framework and processes for motivating and rewarding performance at all levels of the organization, the resulting compensation awards, and make appropriate proposals for Board approval. In particular, it recommends all forms of compensation to be granted to our Directors, executive officers and senior management employees.

The Nomination, Governance and Compensation Committee also administers our Employee Stock Option Schemes.

The Nomination, Governance and Compensation Committee consists of the following non-full time, independent directors:

Mr. Anupam Puri (Chairman);

Mr. Anupam Puri (Chairman);
Dr. Omkar Goswami;
Mr. Ravi Bhoothalingam;
Ms. Kalpana Morparia;
Dr. J.P. Moreau; and
Dr. Bruce Carter

Dr. Ashok S. Ganguly;

Ms. Kalpana Morparia; and

Mr. Ravi Bhoothalingam.

The Global Chief ofCorporate Officer heading our Human Resources isfunction serves as the Secretary of the Committee. The Nomination, Governance and Compensation Committee met twofive times during the year ended March 31, 2010.2012.

Science, Technology and Operations Committee.The primary functions of the Science, Technology and Operations Committee are to:

Advise the Board and our management on scientific, medical and technical matters and operations involving our development and discovery programs (generic and proprietary), including major internal projects, business development opportunities, interaction with academic and other outside research organizations;

Assist the Board and management to stay abreast of novel scientific and technologies developments and innovations and anticipate emerging concepts and trends in therapeutic research and development, to help assure we make well-informed choices in committing its resources;

Assist the Board and our management in creation of valuable intellectual property;

Review the status of non-infringement patent challenges; and

Assist the Board and our management in building and nurturing science in our organization in accordance with our business strategy.

The Science, Technology and Operations Committee consists of the following non-full time, independent directors:

Dr. Ashok S. Ganguly (Chairman);

Mr. Anupam Puri;

Dr. Bruce L.A. Carter; and

Dr. J.P. Moreau.

The Corporate Officers heading our Integrated Product Development Operations, Proprietary Products and Biologics functions serve as the Secretary of the Committee with regard to their respective businesses. The Science, Technology and Operations Committee met four times during the year ended March 31, 2012.

Risk Management Committee.The primary function of the Risk Management Committee is to:

Ensure that it is apprised of the most significant risks along with the action management is taking and how it is ensuring effective Enterprise Risk Management;

Discuss with senior management our Enterprise Risk Management and provide oversight as may be needed; and

Review risk disclosure statements in any public documents or disclosures.

The Risk Management Committee consists of the following non-full time, independent directors:

Dr. Bruce L.A. Carter (Chairman);

Dr. J.P. Moreau;

Dr. Omkar Goswami; and

Mr. Sridar Iyengar (effective August 22, 2011).

Our Chief Financial Officer is the Secretary of the Risk Management Committee. This Committee met on three occasions during the year ended March 31, 2012.

6.D.Employees

The following table sets forth the number of our employees as at March 31, 2010, 20092012, 2011 and 2008.

As at March 31, 2010
                 
          Rest of the    
  North America  Europe  World  Total 
Manufacturing(1)  163   53   5,524   5,740 
Sales and Marketing(2)  102   88   3,873   4,063 
Research and Development  6   27   1,753   1,786 
Others(3)  44   231   1,591   1,866 
             
Total  315   399   12,741   13,455 
             
As at March 31, 2009
                 
          Rest of the    
  North America  Europe  World  Total 
Manufacturing(1)  105   89   3,686   3,880 
Sales and Marketing(2)  85   235   3,594   3,914 
Research and Development  18   24   1,455   1,497 
Others(3)  121   197   1,619   1,937 
             
Total  329   545   10,354   11,228 
             
2010.

 

   As at March 31, 2012 
   India   North America   Europe   Rest of World   Total 

Manufacturing(1)

   6,100     269     92     100     6,561  

Sales and marketing(2)

   3,656     109     87     980     4,832  

Research and development

   1,306     12     42     586     1,946  

Others(3)

   1,131     82     145     503     1,861  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   12,193     472     366     2,169     15,200  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

96

   As at March 31, 2011 
   India   North America   Europe   Rest of World   Total 

Manufacturing(1)

   5,896     232     74     96     6,298  

Sales and marketing(2)

   3,460     119     88     1,180     4,847  

Research and development

   1,356     8     30     534     1,928  

Others(3)

   1,179     61     159     451     1,850  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   11,891     420     351     2,261     14,923  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   As at March 31, 2010 
   India   North America   Europe   Rest of World   Total 

Manufacturing(1)

   5,413     163     53     111     5,740  

Sales and marketing(2)

   3,212     102     88     661     4,063  

Research and development

   1,305     6     27     448     1,786  

Others(3)

   1,069     44     231     522     1,866  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   10,999     315     399     1,742     13,455  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


As at March 31, 2008
                 
          Rest of the    
  North America  Europe  World  Total 
Manufacturing(1)     50   3,276   3,326 
Sales and Marketing(2)  45   261   3,079   3,385 
Research and Development  18      1,708   1,726 
Others(3)  46   184   908   1,138 
             
Total  109   495   8,971   9,575 
             
(1)

Includes quality, technical services and warehouse.

(2)

Includes business development.

(3)

Includes shared services, corporate business development and the intellectual property management team.

We have not experienced any material work stoppages in the last two fiscal years ended March 31, 2012 or 2011, and we consider our relationship with our employees and labor unions to be good. Approximately 8%7% of our employees belong to labor unions. We did not experience any strikes at our manufacturing facilities in the years ended March 31, 2010 and 2009.

6.E.Share ownership

The following table sets forth, as of March 31, 20102012 for each of our directors and executive officers, the total number of our equity shares and options owned by them:

             
  No. of Shares  % of Outstanding  No. of Options 
Name Held (1), (3)  Capital  Held 
Dr. K. Anji Reddy (2),(4)  700,956   0.42%   
Mr. G.V. Prasad (4)  1,365,840   0.81%   
Mr. Satish Reddy (4)  1,205,832   0.71%   
Mr. Anupam Puri (ADRs)(5)  13,500   0.01%  3,000 
Dr. J.P.Moreau (ADRs)(5)  3,000      3,000 
Dr. Omkar Goswami(5)  15,000   0.01%  3,000 
Ms. Kalpana Morparia(5)  3,000      3,000 
Mr. Ravi Bhoothalingam(5)  15,000   0.01%  3,000 
Dr. Bruce L.A. Carter (ADRs)(5)  4,000      3,000 
Dr. Ashok S. Ganguly(5)         
Abhijit Mukherjee  20,093   0.01%  20,000 
Amit Patel        13,750 
Cartikeya Reddy        18,400 
K. B. Sankara Rao  62,354   0.04%  13,350 
Prabir Kumar Jha  7,000      11,400 
Saumen Chakraborty  29,220   0.02%  20,000 
Umang Vohra  5,365      9,875 
V. S. Vasudevan  31,740   0.02%  85,000 
Vilas M. Dholye  2,000      8,200 
Dr. Raghav Chari        6,750 

Name

  No. of Shares
Held(1), (3)
   % of
Outstanding

Capital
  No. of  Options
Held
 

Dr. K. Anji Reddy(2), (4)

   —       —      —    

Mr. G.V. Prasad(4)

   1,365,840     0.81  —    

Mr. Satish Reddy(4)

   1,205,832     0.71  —    

Mr. Anupam Puri (ADRs)(5)

   16,498     0.01  4,802  

Dr. J.P.Moreau (ADRs)(5)

   2,400     —      2,400  

Dr. Omkar Goswami(5)

   20,400     0.01  2,400  

Ms. Kalpana Morparia(5)

   8,400     —      2,400  

Mr. Ravi Bhoothalingam(5)

   20,400     0.01  2,400  

Dr. Bruce L.A. Carter (ADRs)(5)

   9,400     —      2,400  

Dr. Ashok S. Ganguly(5)

   2,400     —      2,400  

Mr. Sridar Iyengar

   —       —      —    

Abhijit Mukherjee

   21,093     0.01  19,000  

Amit Patel

   —       —      12,500  

Cartikeya Reddy

   4,625     —      11,125  

R. Ananthanarayanan

   —       —      3500  

Saumen Chakraborty

   24,884     0.01  16,875  

Umang Vohra

   7,440     —      11,250  

Dr. Raghav Chari

   —       —      10,125  

Mr. M.V. Ramana

   16,046     0.01  7,350  

Mr. Samiran Das

   —       —      —    

Dr. Amit Biswas

   —       —      —    

(1)

Shares held in their individual name only.

(2)

Does not include shares held beneficially. See Item 7.A. for beneficial ownership of shares by this individual.

97


(3)

All shares have voting rights.

(4)

Not eligible for grant of Stock Options.stock options.

(5)

These options were granted in the yearyears ended March 31, 2010, 2011 and 2012 with an exercise price of Rs.LOGO 5 each. These options vests at the end of one year from the date of grant and expire at the end of five years from the date of vesting.

Employee Stock Incentive Plans

We have adopted a number of stock option incentive plans covering either our ordinary shares or our ADSs, and we are currently operating under the Dr. Reddy’s Employees Stock Option Plan-2002 and the Dr. Reddy’s Employees ADR Stock Option Plan-2007. InDuring the year ended March 31, 2010,2012, options to purchase ordinary shares and ADSs were awarded to various executive officers and directors under these two plans as follows: an aggregate of 434,440318,580 options were granted having an average exercise price of Rs.5LOGO 5 per share or ADS and no options were granted at a fair market value based exercise price. Each option granted had an expiration date of five years from the vesting date, and each grant (excluding the grants to Board members, which vest in one year) provided for time-based vesting in 25% increments over four years. As of March 31, 2010,2012, options were outstanding under these two plans for an aggregate of approximately 897,397761,055 shares and ADSs with an average exercise price of Rs.5LOGO 5 per share or ADS and approximately 100,00011,000 shares and ADSs with an average exercise price of Rs.403.02LOGO 441 per share or ADS.

In addition, our subsidiary Aurigene Discovery Technologies Limited (“Aurigene”) adopted the Aurigene Discovery Technologies Ltd. Employee Stock Option Plan 2003 to provide for issuance of stock options to eligible employees of Aurigene and its subsidiary, Aurigene Discovery Technologies Inc. In the year ended March 31, 2010, no options were awarded under this plan. As of March 31, 2010, options were outstanding under this plan for an aggregate of approximately 1,012,331 shares of Aurigene with an average exercise price of Rs.11.95 per share.

For the years ended March 31, 20102012 and 2009, Rs.2262011,LOGO 326 million and Rs.131LOGO 265 million, respectively, has been recorded as employee share-based payment expense under all of our employee stock incentive plans. As of March 31, 2010,2012, there was approximately Rs.167LOGO 268 million of total unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of 2.592.77 years.

For further information regarding our options and stock option incentive plans, see Note 20 to our consolidated financial statements.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.Major shareholders

All of our equity shares have the same voting rights. As of March 31, 2010,2012, a total of 25.77%25.61% of our equity shares were held by the following parties:

Dr. K. Anji Reddy (Chairman),

Dr. K. Anji Reddy (Chairman),
Mr. G.V. Prasad (Vice Chairman and Chief Executive Officer),
Mr. Satish Reddy (Managing Director and Chief Operating Officer),

Mr. G.V. Prasad (Vice Chairman and Chief Executive Officer),

Mr. Satish Reddy (Managing Director and Chief Operating Officer),

Mrs. K. Samrajyam, wife of Dr. K. Anji Reddy, and Mrs. G. Anuradha, wife of Mr. G.V. Prasad (hereafter collectively referred as the “Family Members”), and

Dr. Reddy’s Holdings Limited (formerly known as Dr. Reddy’s Holdings Private Limited) (a company in which Dr. K. Anji Reddy owns 40% of the equity and the remainder is held by Mr. G.V. Prasad, Mr. Satish Reddy and the Family Members)

.

98


The following table sets forth information regarding the beneficial ownership of our shares by the foregoing persons as of March 31, 2010:
         
  Equity Shares Beneficially Owned (1) 
  Number  Percentage 
Name of Shares  of Shares 
Dr. K. Anji Reddy (2)  39,829,284   23.59%
Mr. G.V. Prasad  1,365,840   0.81%
Mr. Satish Reddy  1,205,832   0.71%
Family Members  1,116,856   0.66%
         
Subtotal  43,517,812   25.77%
       
         
Others/public float  125,327,573   74.23%
       
Total number of shares outstanding  168,845,385   100.00%
       
2012:

   Equity Shares Beneficially Owned (1) 

Name

  Number
of Shares
   Percentage
of Shares
 

Dr. K. Anji Reddy(2)

   39,729,284     23.43

Mr. G.V. Prasad

   1,365,840     0.81

Mr. Satish Reddy

   1,205,832     0.71

Family Members

   1,116,856     0.66
  

 

 

   

 

 

 

Subtotal

   43,417,812     25.61

Others/public float

   126,142,534     74.39
  

 

 

   

 

 

 

Total number of shares outstanding

   169,560,346     100.00
  

 

 

   

 

 

 

(1)
(1)

Beneficial ownership is determined in accordance with rules of the U.S. Securities and Exchange Commission, which provides that shares are beneficially owned by any person who has or shares voting or investment power with respect to the shares. All information with respect to the beneficial ownership of any principal shareholder has been furnished by that shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable.

(2)

Dr. Reddy’s Holdings Limited owns 39,128,32839,729,284 of our equity shares. Dr. K. Anji Reddy owns 40% of Dr. Reddy’s Holdings Limited. The remainder is owned by Mr. G.V. Prasad, Mr. Satish Reddy and the Family Members. The entire amount beneficially owned by Dr. Reddy’s Holdings Limited is included in the amount shown as beneficially owned by Dr. K. Anji Reddy. An aggregate of 2,100,000 of such equity shares held by Dr. Reddy’s Holdings Limited were held under pledge and 125,000 of such equity shares held by Dr. K. Anji Reddy were pledged asreleased on March 31, 2010.August 5, 2011.

As otherwise stated above and to the best of our knowledge, we are not owned or controlled directly or indirectly by any government or by any other corporation or by any other natural or legal persons. We are not aware of any arrangement, the consummation of which may at a subsequent date result in a change in our control.

The following shareholders held more than 5% of our equity shares as of:

                         
  March 31, 2010  March 31, 2009  March 31, 2008 
  No. of equity  % of equity  No. of equity  % of equity  No. of equity  % of equity 
Name shares held  shares held  shares held  shares held  shares held  shares held 
Dr. Reddy’s Holdings Limited  39,128,328   23.17   39,978,328   23.74   37,798,290   22.48 
Life Insurance Corporation of India  18,871,794   11.18   21,723,498   12.89   20,619,743   12.26 

   March 31, 2012  March 31, 2011  March 31, 2010 

Name

  No. of
equity
shares held
   % of equity
shares  held
  No. of
equity
shares held
   % of equity
shares held
  No. of
equity
shares held
   % of equity
shares held
 

Dr. Reddy’s Holdings Limited

   39,729,284     23.43  39,128,328     23.12  39,128,328     23.17

Life Insurance Corporation of India

   11,439,458     6.75  13,579,378     8.02  18,871,794     11.18

As of March 31, 2010,2012, we had 168,845,385169,560,346 outstanding equity shares. As of March 31, 2010,2012, there were 70,81974,670 record holders of our equity shares listed and traded on the Indian stock exchanges. Our American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange. One ADS represents one equity share of Rs.5LOGO 5 par value per share. As of March 31, 2010, 14.54%2012, 16.82% of our issued and outstanding equity shares were held by ADS holders. On March 31, 20102012 we had approximately 16,10315,858 ADS holders of record in the United States.

7.B.Related party transactions

We have entered into transactions with the following related parties:

Diana Hotels Limited for hotel services;
A.R. Life Sciences Private Limited for processing services of raw materials and intermediates;

Green Park Hotel and Resorts Limited (formerly known as Diana Hotels Limited) for hotel services;

 

99A.R. Life Sciences Private Limited for processing services of raw materials and intermediates;


Dr. Reddy’s Foundation for Human and Social Development towards contributions for social development;

Institute of Life Science towards contributions for social development;

K.K. Enterprises for packaging services for formulation products;

Dr. Reddy’s Holdings Limited for the purchase and sale of active pharmaceutical ingredients;
Dr. Reddy’s Foundation for Human and Social Development towards contributions for social development;
Institute of Life Science towards contributions for social development;
K.K. Enterprises for packaging services for formulation products;
SR Enterprises for transportation services; and
Dr. Reddy’s Laboratories Gratuity Fund.

Ecologics Technologies Ltd. for analytical services;

SR Enterprises for transportation services; and

Dr. Reddy’s Laboratories Gratuity Fund.

These are enterprises over which key management personnel have control or significant influence (“significant interest entities”). Additionally, we have also provided and taken loans and advances from significant interest entities.

We have entered into transactions with our former equity accounted investee Perlecan Pharma (now a subsidiary) and our joint venture Kunshan Rotam Reddy Pharmaceuticals Co. Limited (“Reddy Kunshan”). These transactions are in the nature of reimbursement of research and development expenses incurred by us on behalf of Perlecan Pharma, revenue from research services performed by us for Perlecan Pharma and our purchase of active pharmaceutical ingredients from Reddy Kunshan.

We have also entered into cancellable operating lease transactions with our directors and their relatives.

The following is a summary of significant related party transactions:
             
  (Amounts in Rs. millions) 
  Year Ended March 31, 
  2010  2009  2008 
Purchases from significant interest entities in the ordinary course Rs.275  Rs.290  Rs.219 
Sales to significant interest entities in the ordinary course  156   135   88 
Services to significant interest entities  4       
Contribution to a significant interest entity towards social development and research and development  151   124   114 
Hotel expenses paid to significant interest entities  13   13   13 
Advances paid to significant interest entities for purchase of land (1)  367   400   680 
Short term loan taken from and repaid to significant interest entities     60    
Interest paid on loan taken from significant interest entities     2    
             
  Year Ended March 31, 
  2010  2009  2008 
Revenue from equity accounted investees Rs.  Rs.  Rs.40 
Reimbursement of research and development expenses from equity accounted investees        90 
Compensation paid to key management personnel  511   460   464 
Lease rental paid under cancellable operating leases to directors and their relatives  27   26   25 

   Year Ended March 31, 
   2012   2011   2010 
   (Amounts inLOGO  millions) 

Purchases from significant interest entities(1)

  LOGO  1,020    LOGO  486    LOGO  275  

Sales to significant interest entities

   640     391     156  

Services to significant interest entities

   1     —       4  

Contribution to significant interest entities towards social development and research and development

   127     125     151  

Hotel expenses paid to significant interest entities

   19     20     13  

Advances paid to significant interest entities for purchase of land

   —       —       367  

Short term loan taken and repaid to significant interest entities

   —       —       —    

Interest paid on loan taken from significant interest entities

   —       —       —    

Lease rental paid to key management personnel and their relatives

   31     29     27  

(1)

This does not include amounts paid as at March 31, 2012, 2011 and 2010 ofLOGO 0 million,LOGO 0 million andLOGO 1,447 million, respectively, as advances towards the purchase of land from significant interest entities, which has been recorded under capital work-in-progress in our statement of financial position. As at March 31, 2010, we had advancedLOGO 1,447 million for the purchase of land from a significant interest entity, which was disclosed as part of capital work-in-progress and included in the property, plant and equipment in our audited consolidated financial statements for the year ended March 31, 2010. The acquisition of such land was expected to be consummated through the acquisition of shares of a special purpose entity that was formed through a court approved scheme of arrangement during the year ended March 31, 2010. During the year ended March 31, 2011, we completed the acquisition of this special purpose entity and therefore obtained control over the land. Consequently, an amount ofLOGO 1,447 million has been classified out of “capital work-in-progress” and included as cost of land acquired as at March 31, 2011.

The above table does not include the following transactions between us and our key management personnel and the Company:

personnel:

During the year ended March 31, 2010, we exchanged a parcel of land owned by us for another parcel of land of equivalent size that adjoins our research facility, owned by our key management personnel. We concluded that this exchange transaction lacks commercial substance and have accordingly recorded the land acquired at the carrying amount of the land transferred, with no profit or loss being recorded.

 

100


During the year ended March 31, 2010, the Company purchased land from a significant interest entity for a purchase price of Rs.21 million.
 
(1) This does not include amounts paid as at

During the year ended March 31, 2010, 2009 and 2008 of Rs.1,447 million, Rs.1,080 million and Rs.680 million respectively, as advances towards the purchase ofwe purchased land from a significant interest entities, which has been recorded under capital work-in-progress in our statemententity for a purchase price of financial position.LOGO 21 million.

We have the following amounts due from related parties:

         
  (Amounts in Rs. millions) 
  As at March 31, 
  2010  2009 
Significant interest entities Rs.44  Rs.43 
Equity accounted investees      
Key management personnel  5   5 

   As at March 31, 
   2012   2011 
   (Amount in LOGO  millions) 

Significant interest entities(1)

  LOGO  214    LOGO  114  

Key management personnel

   5     5  

(1)

Primarily consists of trade receivables for sales of our products in the ordinary course of business.

We have the following amounts due to related parties:

         
  (Amounts in Rs. millions) 
  As at March 31, 
  2010  2009 
Significant interest entities Rs.20  Rs.68 

   As at March 31, 
   2012   2011 
   (Amount in LOGO  millions) 

Significant interest entities

  LOGO  95    LOGO  81  

Key management personnel

   0     1  

7.C.Interests of experts and counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

8.A.Consolidated statements and other financial information

The following financial statements and auditors’ report appear under Item 18 of this Annual Report on Form 20-F and are incorporated herein by reference:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm
Consolidated statement of financial position as of March 31, 2010 and 2009
Consolidated income statement for the years ended March 31, 2010, 2009 and 2008
Consolidated statement of comprehensive income/(loss) for the years ended March 31, 2010, 2009 and 2008
Consolidated statement of changes in equity for the years ended March 31, 2010, 2009 and 2008
Consolidated cash flow statement for the years ended March 31, 2010, 2009 and 2008
Notes to the consolidated financial statements

Consolidated statement of financial position as of March 31, 2012 and 2011

Consolidated income statement for the years ended March 31, 2012, 2011 and 2010

Consolidated statement of comprehensive income/(loss) for the years ended March 31, 2012, 2011 and 2010

Consolidated statement of changes in equity for the years ended March 31, 2012, 2011 and 2010

Consolidated cash flow statement for the years ended March 31, 2012, 2011 and 2010

Notes to the consolidated financial statements

Our financial statements included in this Annual Report on Form 20-F have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The financial statements included herein are for our three most recent fiscal years.

Amount of Export Sales

For the year ended March 31, 2010,2012, our export revenues (i.e., revenues from all geographies other than India) were Rs.57,469LOGO 80,219 million, and accountaccounted for 82%83% of our total revenues.

101


Legal Proceedings

We are involved in disputes, lawsuits, claims, governmental and/or regulatory inspections, inquiries, investigations and proceedings, including patent and commercial matters that arise from time to time in the ordinary course of business. The more significant matters are discussed below.

Most of the claims involve complex issues. Often, these issues are subject to uncertainties and therefore the probability of a loss, if any, being sustained and an estimate of the amount of any loss are difficult to ascertain. Consequently, for a majority of these claims, it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of the proceedings. This is due to a number of factors including: the stage of the proceedings (in many cases trial dates have not been set) and the overall length and extent of pre-trial discovery; the entitlement of the parties to an action to appeal a decision; clarity as to theories of liability; damages and governing law; uncertainties in timing of litigation; and the possible need for further legal proceedings to establish the appropriate amount of damages, if any.

In these cases, we disclose information with respect to the nature and facts of the case. We also believe that disclosure of the amount sought by plaintiffs, if that is known, would not be meaningful with respect to those legal proceedings.

However, although there can be no assurance regarding the outcome of any of the legal proceedings or investigations referred to in this Section 8.A., we do not expect any such legal proceedings or investigations to have a materially adverse effect on our financial position. However, if one or more of such proceedings were to result in judgments against us, such judgments could be material to our results of operations in a given period.

Product and patent related matters

Norfloxacin litigation

We manufacture and distribute Norfloxacin, a formulations product.product, and in limited quantities, the active pharmaceutical ingredient norfloxacin. Under the Drugs Prices Control Order 1995 (the “DPCO”), the Government of India has the authority to designate a pharmaceutical product as a “specified product” and fix the maximum selling price for such product. In 1995, the Government of India issued a notification and designated Norfloxacin as a “specified product” and fixed the maximum selling price. In 1996, we filed a statutory Form III before the Government of India for the upward revision of the maximum selling price and a legal suitwrit petition in the Andhra Pradesh High Court (the “High Court”) challenging the validity of the designation on the grounds that the applicable rules of the DPCO were not complied with while fixing the maximum selling price. The High Court had previously granted an interim order in our favor; however it subsequently dismissed the case in April 2004. We filed a review petition in the High Court in April 2004 which was also dismissed by the High Court in October 2004. Subsequently, we appealed to the Supreme Court of India, New Delhi (the “Supreme Court”) by filing a Special Leave Petition, which is currently pending.

During the year ended March 31, 2006, we received a notice from the Government of India demanding the recovery of the price which we charged by us for sales of Norfloxacin in excess of the maximum selling price fixed by the Government of India, amounting to Rs.285LOGO 285 million including interest thereon. We filed a writ petition in the High Court challenging this demand order. The High Court admitted the writ petition and granted an interim order, directing us to deposit 50% of the principal amount claimed by the Government of India, which amounted to Rs.77LOGO 77 million. We deposited this amount with the Government of India in November 2005 and are awaiting the outcome of our appeal with the Supreme Court. In February 2008, the High Court directed us to deposit an additional amount of Rs.30LOGO 30 million, which was deposited by us in March 2008. WeAdditionally in November 2010, the High Court allowed our application to include additional legal grounds that we believe will strengthen our defence against the demand. For example, we have fully providedadded as grounds that trade margins should not be included in the computation of amounts overcharged, and that it is necessary for the Government of India to set the active pharmaceutical ingredient price before the process of determining the ceiling on the formulation price. Based on our best estimate, we have recorded a provision for the potential liability related to the principal and interest amount demanded byunder the Governmentaforesaid order, and believe that possibility of India.any liability that may arise on account of penalty on this demand is remote. In the event that we are unsuccessful in our litigation in the Supreme Court, we will be required to remit the sale proceeds in excess of the maximumnotified selling priceprices to the Government of India with interest and including penalties, or interest, if any, which amounts are not readily ascertainable.

Fexofenadine United States litigation

In April 2006, we launched our fexofenadine hydrochloride 30 mg, 60 mg and 180 mg tablet products, which are generic versions of Sanofi-Aventis’ (“Aventis”) Allegra® tablets. We are presently defending patent infringement actions brought by Aventis and Albany Molecular Research (“AMR”) in the United States District Court for the District of New Jersey. There are three formulation patents, three method of use patents, and three synthetic process patents which are at issue in the litigation. We have obtained summary judgment with respect to two of the formulation patents. Teva Pharmaceuticals Industries Limited (“Teva”) and Barr Pharmaceuticals, Inc. (“Barr”) have beenwere defending a similar action in the same court.

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In September 2005, pursuant to an agreement with Barr, Teva launched its fexofenadine hydrochloride 30 mg, 60 mg and 180 mg tablet products, which are AB-rated (bioequivalent) to Aventis’ Allegra® tablets. Aventis has brought patent infringement actions against Teva and its active pharmaceutical ingredients (“API”) supplier in the United States District Court for the District of New Jersey. There arewere three formulation patents, three use patents, and two API patents at issue in the litigation. Teva has obtained summary judgment in respect of each of the formulation patents. On January 27, 2006, the District Court denied Aventis’ motion for a preliminary injunction against Teva and its API supplier on the three use patents, finding those patents likely to be invalid, and one of the API patents, finding that patent likely to be not infringed. The issues presented during Teva’s hearing are likely to be substantially similar to those which will be presented with respect to our fexofenadine hydrochloride tablet products.
Subsequent to the preliminary injunction hearing, Aventis sued Teva and Barr for infringement of a new patent claiming polymorphic forms of fexofenadine.

We utilize an internally developed polymorph and have not been sued for infringement of the new patent. On November 18, 2008, Teva and Barr announced settlement of their litigation with Aventis. On September 9, 2009, AMR added a new process patent to the litigation. This new process patent is related to the manufacturing of the active ingredient contained in the group of tablets being sold under the Allegra® franchise (which include Allegra®, Allegra-D 12® and Allegra-D 24®) and granted to AMR in June 2008.. Subsequent to our receipt of the U.S. FDA approval in March 2010 for our ANDA relating to fexofenadine-pseudoephedrine higher strength (the(our generic version of Allegra-D 24®), AMR and Aventis sought a preliminary injunction against us in the District Court of New Jersey to withhold the launch of our product.

generic product in the U.S. market, arguing that they were likely to prevail on their claim that we infringed AMR’s U.S. Patent No. 7,390,906. In June 2010, the District Court of New Jersey issued the requested preliminary injunction against us. Sanofi-Aventis and AMR posted security of U.S.$40 million with the District Court of New Jersey towards the possibility that the injunction had been wrongfully granted. The security posted shall remain in place until further order of the Court. Pending the final outcome of the case, we have not recorded any asset in our consolidated financial statements in connection with this product in the United States.

On January 28, 2011, the District Court of New Jersey ruled that, based on Sanofi-Aventis and AMR’s likely inability to prove infringement by our products, the preliminary injunction issued in June 12, 2010 should be dissolved. Additionally, the court adopted our proposed claim construction for patent number 7,390,906. Aventis and AMR appealed the January 28, 2011 decisions of the District Court of New Jersey to the Federal Circuit of the United States Court of Appeals. We subsequently launched sales of its generic version of Allegra-D 24®. Although the preliminary injunction was removed, all such sales are at risk pending final resolution of the litigation. Additionally, on April 27, 2011 a trial was held regarding two of the listed formulation patents 6,039,974 and 5,738,872 (on Allegra-D and Allegra-D12 products) that were asserted against us. We presented non-infringement and invalidity arguments for both and are awaiting a decision on this trial. In September 2011, Aventis withdrew its complaints regarding 7 of the 9 patents asserted against us, and thus only two of the patents (numbers 750,703 and 7,390,906) remain in dispute. In December 2011 and March 2012, the Federal Circuit of the U.S. Court of Appeals heard the arguments regarding the claim construction adopted by the District Court for the District of New Jersey granted a preliminary injunctionfor patent number 7,390,906. We are awaiting the judgment from the Federal Circuit of the U.S. Court of Appeals. Subsequent to AMRthis, we expect to proceed to trial on the issues of infringement and Aventis, prohibiting us from launching a generic version of fexofenadine-pseudoephedrine higher strength. A trial is scheduled to begin on November 15, 2010, wherein we will defend our rights with respect to both the fexofenadine-pseudoephedrine combination and the plain fexofenadine tablets. validity.

If Aventis isand AMR are ultimately successful in its allegationtheir allegations of patent infringement, we couldmight be required to pay damages related to fexofenadine hydrochloride and fexofenadine-pseudoephedrine tablet sales made by us, and could also be prohibited from selling these products in the future.

Alendronate Sodium,Oxycodon, Germany litigation

In February 2006, MSD Overseas Manufacturing Co.

Since 2007, we have sold “Oxycodon beta” (generic oxycontin) in Germany pursuant to a license and supply arrangement with Acino Holding Ltd. (formerly Cimex) (“MSD”Acino”). Since April 2007, there had been ongoing patent infringement litigation among Mundipharma International (“Mundipharma”), an entity affiliated with Merck & Co. Inc. (“Merck”),the innovator of generic oxycontin, and Acino and certain of its licensees of generic oxycontin. In January 2011, Mundipharma initiated infringement proceedingsa separate (secondary) legal action against betapharm before the German Civil Court of Mannheim alleging infringementus. We also signed a cost sharing agreement under which Acino agreed to share a portion of the supplementary protection certificate on the basic patent for Fosamax® (MSD’s brand name for alendronate sodium). betapharm and some other companies are selling generic versions of this product in Germany. MSD’s patent, which expired in April 2008, was nullified in June 2006 by the German Federal Patent Court. However, MSD filed an appeal against this decision at the German Federal Supreme Court. The German Civil Court of Mannheim decided to stay the proceedings against betapharm until the German Federal Supreme Court has decided upon the validity of the patent.

In March 2007, the European Patent Office granted Merck a patent, which will expire on July 17, 2018 covering the use of alendronate for the treatment of osteoporosis (the “new patent”). betapharm filed protective writs to prevent a preliminary injunction without a hearing. betapharm also filed an opposition against this new patent at the European Patent Office which revoked the new patent on March 18, 2009. Merck filed notice of appeal of such revocation, and a final decision is not expected before 2011.losses resulting from any Mundipharma damage claim. In August 2007, Merck initiated2011, Acino and Mundipharma entered into a settlement agreement for all patent infringement proceedings against betapharm before the German civil court of Düsseldorf, which decidedlitigation with respect to stay the proceedings until a final decision of the European Patent Office is rendered. There are other jurisdictions within Europe where the new patent has already been revoked.Acino’s oxycodone product and Mundipharma’s patents. As a result of this settlement agreement, all legal proceedings concerning Acino’s oxycodone product in Europe have been discontinued by all parties involved, and we are allowed to continue selling our generic version of Fosamax®. If Merck is ultimately successfulthe oxycodone product in its allegations of patent infringement, we could be required to pay damages related to sales of our generic version of Fosamax® in Gemany, and could also be prohibited from selling these products in the future.
Oxycodon, Germany litigation
We are aware of litigation with respect to one of our suppliers for oxycodon, which is sold by us and other generics companies in Germany. In April 2007, a German trial court rejected an application for an interim order by the innovator company against our supplier. The innovator has filed an infringement suit of formulation patents against our supplier in the German Civil Court of Mannheim as well as in Switzerland (where the product is manufactured). Our supplier and all licensees have filed a nullity petition at the German Federal Patent Court, and have also filed a “Declaration of Intervention Against” at the European Patent Office. The German court in Mannheim decided that our supplier’s product is non-infringing, but the innovator appealed the decision. The appeal is pending. As of March 31, 2010, based on a legal evaluation, we continued to sell this product.

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Olanzapine, Canada litigation

We supply certain generic products, including olanzapine tablets (the generic version of Eli Lilly’s Zyprexa® tablets), to Pharmascience, Inc. for sale in Canada. Several generic pharmaceutical manufacturers have challenged the validity of the Zyprexa® patents in Canada. In June 2007, the Canadian Federal Court held that the invalidity allegation of one such challenger, Novopharm Ltd., was justified and denied Eli Lilly’s request for an order prohibiting sale of the product. Eli Lilly responded by suing Novopharm for patent infringement. Eli Lilly also sued Pharmascience for patent infringement, but that litigation was dismissed after the parties agreed to be bound by the final outcome in the Novopharm case. As reflected in Eli Lilly’s regulatory filings, the settlement allows Pharmascience to market olanzapine tablets subject to a contingent damages obligation should Eli Lilly be successful in its litigation against Novopharm. Our agreement with Pharmascience includes a provision under which we share a portion of all cost and expense incurred as a result of settling lawsuits or paying damages that arise as a consequence of selling the products.

For the preceding reasons, we are exposed to potential damages in an amount that may equal our profit share derived from sale of the product.

During October 2009, the Canadian Federal Court decided, in the Novopharm case, that Eli Lilly’s patent for Zyprexa® is was invalid. On November 3, 2009, Eli Lilly filed an appeal. This decision was, however, reversed in part by the Canadian Federal Court of Appeal on July 21, 2010 and remanded for further consideration. WeIn November 2011, the Canadian Federal Court again found the Eli Lilly Zyprexa® patent invalid. Eli Lilly has filed an appeal to this decision. Pending resolution of such appeal, we continue to sell the product to Pharmascience. Because the Canadian Federal Court’s decision on Eli Lilly’s appeal is pending, management continuesPharmascience and remain exposed to believepotential damages in an amount that the outcome of this litigation cannot be predicted. However, if Eli Lilly is ultimately successful in its allegations of patent infringement against Novopharm, we could be required to repay Pharmascience a portion of the damages it incurs related to the above product sales.
Erlotinib, India litigation
We launched Tyrokinin tablets (erlotinib hydrochrolride-150 mg, a generic version of Roche’s Tarceva®) in India in January 2010. We source this productmay equal our profit share derived from Natco Pharma Ltd (NATCO). Roche sued us and NATCO for infringement of the erlotinib product patent in the Delhi High court and sought an injunction restraining the sale of the product. The matter came up for hearing on April 8, 2010 before the High Court of Delhi, on which date we filed our written statement and counterclaim. The High Court of Delhi heard the matter and no interim injunction orders were issued. The matter remains pending and the High Court of Delhi is currently awaiting Roche’s reply. Roche is also currently litigating on the same product, in the High Court of Delhi, against Cipla who has been selling this product since January, 2008. If Roche is ultimately successful in its allegations of patent infringement, we could be required to pay damages related to the product sales made by us, and could also be prohibited from selling these products in the future. Based upon a legal evaluation, we continue to sell this product.

Environmental mattermatters

Land pollution

The Indian Council for Environmental Legal Action filed a writ in 1989 under Article 32 of the Constitution of India against the Union of India and others in the Supreme Court of India for the safety of people living in the Patancheru and Bollarum areas of Medak district of Andhra Pradesh. We have been named in the list of polluting industries along with 229 others.industries. In 1996, the Andhra Pradesh District Judge proposed that the polluting industries compensate farmers in the Patancheru, Bollarum and Jeedimetla areas for discharging effluents which damaged the farmers’ agricultural land. The compensation was fixed at Rs.1.30LOGO 1.30 million per acre for dry land and Rs.1.70LOGO 1.70 million per acre for wet land. Accordingly, we have paid a total compensation of Rs.3LOGO 3 million. The matter is pending in the courts and we believe that the possibility of additional liability is remote. We would not be able to recover the compensation paid, even if the decision of the court is in our favor.

Water pollution and air pollution

During the year ended March 31, 2012, we, along with 14 other companies, received a notice from the Andhra Pradesh Pollution Control Board (“APP Control Board”) to show cause as to why action should not be initiated against us for violations under the Indian Water Pollution Act and the Indian Air Pollution Act. Furthermore, the APP Control Board issued orders to us to (i) stop production of all new products at our manufacturing facilities in Hyderabad, India without obtaining a “Consent for Establishment”, (ii) not manufacture products at such facilities in excess of certain quantities specified by the APP Control Board and (iii) furnish a bank guarantee (similar to a letter of credit) totaling toLOGO 12.5 million.

We appealed the APP Control Board orders to the Andhra Pradesh Pollution Appellate Board (the “APP Appellate Board”). The APP Appellate Board first stayed the APP Control Board orders and subsequently modified the orders, permitting us to file applications for Consents for Establishment and to increase the quantities of existing products which could be manufactured beyond that permitted by the APP Control Board, while requiring us not to manufacture new products at the specified facilities without the permission of the APP Control Board. The APP Appellate Board also reduced the total value of our bank guarantee required by the APP Control Board toLOGO 6.25 million.

We have challenged the jurisdiction of APP Control Board in imposing restrictions on manufacturing, both with respect to the quantity and the products mix, stating that the Drug Control Authority and the Industrial Development and Regulation Authority are the bodies legally empowered to license production of drug varieties and their quantities respectively.

A fact finding committee (the “APP Committee”) was constituted by the APP Appellate Board and was ordered to visit and report on the pollution control measures adopted by us. Pursuant to such orders, the APP Committee visited our premises in April 2012 and filed its report with the APP Appellate Board on June 23, 2012. The matter is pending before the APP Appellate Board for further hearing based on the APP Committee’s report.

In the first week of July 2012, the APP Control Board has issued further show cause notices and requested further information from some of the manufacturing companies located around Hyderabad and Visakhapatnam. We have also been requested to provide additional data and information and we have complied with the same. We are awaiting a response from the APP Control Board.

Indirect taxestax related mattermatters

Assessable value of products supplied by a vendor

During the year ended March 31, 2003, the Central Excise Authorities of India (the “Authorities”) issued a demand notice to one of our vendors regarding the assessable value of products supplied by this vendor to us. We werehave been named as a co-defendant in this demand notice. The Central Excise Authorities demanded payment of Rs.176LOGO 176 million from the vendor, including penalties of Rs.90LOGO 90 million. Through the same notice, the Authorities issued a penalty claim of Rs.70LOGO 70 million against us. During the year ended March 31, 2005, the Central Excise Authorities issued an additional notice to this vendor demanding Rs.226LOGO 226 million from the vendor, including a penalty of Rs.51LOGO 51 million.

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Through the same notice, the Authorities issued a penalty claim of Rs.7LOGO 7 million against us. Furthermore, during the year ended March 31, 2006, the Central Excise Authorities issued an additional notice to this vendor demanding Rs.34LOGO 34 million. We have filed appeals against these notices. In August and September 2006, we attended the hearings conducted by the Customs, Excise and Service Tax Appellate Tribunal (the “CESTAT”) on this matter. In October 2006, the CESTAT passed an order in our favor setting aside all of the above demand notices. In July 2007, the Authorities appealed against CESTAT’s order in the Supreme Court of India, New Delhi. The matter is pending in the Supreme Court of India, New Delhi.

Distribution of input service tax credits

During the year ended March 31, 2010, the Central Excise Commissioner issued a show cause notice to us objecting to our methodology of distributing input service tax credits claimed for one of our facilities during the period of March 2008 to September 2009, and demanded an amount ofLOGO 102 million plus interest and penalties. During the year ended March 31, 2012, the Central Excise Commissioner confirmed the show cause notice and passed an order demanding an amount ofLOGO 102 million plus a 100% penalty and interest thereon. We have filed an appeal with the CESTAT against the Central Excise Commissioner’s order, and await a hearing before the CESTAT.

Furthermore, during the year ended March 31, 2012, the Commissioner issued an additional show cause notice to us demanding an amount ofLOGO 125 million plus interest and penalties pertaining to our methodology of distributing input service tax credits claimed for one of our facilities during the period of October 2009 to March 2011. We have responded to such show cause notice and are currently awaiting a hearing with the Central Excise Commissioner.

Regulatory matters

In November 2007, the Attorneys General of the State of Florida and the Commonwealth of Virginia each issued subpoenas to our U.S. subsidiary, Dr. Reddy’s Laboratories, Inc. (“DRLI”). In March 2008, the Attorney General of the State of Michigan and two other states issued a Civil Investigative Demand (“CID”) to DRLI. These subpoenas and the CID generally required the production of documents and information relating to the development, sales and marketing of the products ranitidine, fluoxetine and buspirone, all of which were sold by Par Pharmaceuticals Inc. (“Par”) pursuant to an agreement between Par and DRLI. DRLI has responded to the initial requests and is in the process of responding to subsequent requests, and will continue to cooperate withOn July 8, 2011, we were notified that the Attorneys General in theseGenerals’ offices intended to conclude their respective investigations if it is asked to do so.

concerning us, and that we would be voluntarily dismissed without prejudice from the legal action. We have been discharged from the investigation.

Other

Additionally, we and our affiliates are involved in other disputes, lawsuits, claims, governmental and/or regulatory inspections, inquiries, investigations and proceedings, including patent and commercial matters that arise from time to time in the ordinary course of business. We do not believe that there are any such pending matters that will have any material adverse effect on ourits financial position, results of operations or cash flows in any given accounting period.

Dividend Policy

In the years ended March 31, 2008, 20092010, 2011 and 2010,2012, we paid cash dividends of Rs.3.75, Rs.3.75LOGO 6.25,LOGO 11.25 and Rs.6.25,LOGO 11.25 respectively, per equity share. Every year our Board of Directors recommends the amount of dividends to be paid to shareholders, if any, based upon conditions then existing, including our earnings, financial condition, capital requirements and other factors. In our Board of Directors’ meeting held on May 6, 201011, 2012, the Board of Directors proposed a dividend in the aggregate amount of Rs.2,215LOGO 2,331 million (including thean aggregate amount of Rs.316LOGO 378 million to pay the dividend tax imposed on the distribution of such dividends), which would amount to a total dividend per share of Rs.11.25.LOGO 13.75. The Board’s dividend proposal is subject to the approval of our shareholders.

Holders of our ADSs are entitled to receive dividends payable on equity shares represented by such ADSs. Cash dividends on equity shares represented by our ADSs are paid to the depositary in Indian rupees and are converted by the depositary into U.S. dollars and distributed, net of depositary fees, taxes, if any, and expenses, to the holders of such ADSs.

Bonus Debentures

On March 31, 2010, our Board of Directors approved a scheme for the issuance of bonus debentures that would(“in-kind”, i.e., for no cash consideration) to our shareholders to be effected by way of capitalization of our retained earnings,earnings. The scheme was subject to the successful receipt of the necessary approvals of our shareholders, the High Court of Andhra Pradesh, India and other identified regulatory authorities as mentioned in the proposed scheme. On May 28, 2010, a general meeting of our shareholders was held in which the proposed bonus debenture scheme was approved. The proposed bonus debenture scheme entails the issuance and allotment of unsecured, non-convertible, redeemable, fully paid up (i.e., the shareholders need not pay any amounts to receive them) bonus debentures carrying a face value of Rs.5 each (“bonus debentures”) to our shareholders in the ratio of 6 bonus debentures for each equity share held by them, on a date to be determined in the future. The bonus debentures will carry a coupon rate (to be determined in the future) that is to be paid annually. Additionally, these bonus debentures would be redeemable upon our election at the end of 36 months from the initial date of issuance. No adjustments have been recorded for this proposed scheme in the audited consolidated financial statements, as the proposed bonus debenture scheme will become effective only after the successful receipt of approvals from the High Court of Andhra Pradesh, India and other identified regulatory authorities as mentioned in the proposed scheme. On July 19, 2010, we received the High Court’s approval to the scheme and we have concurrently made applications to the other regulatory authorities in order to seek theAll necessary approvals to effectuate the scheme.scheme, including that of the High Court, were received during the year ended March 31, 2011. Accordingly, on March 24, 2011, we issued these debentures to the shareholders of our Company. A summary of the terms of the issuance is as follows:

Fully paid up bonus debentures carrying a face value ofLOGO 5 each were issued to our shareholders in the ratio of 6 bonus debentures for each equity share held by such shareholder on March 18, 2011.

The bonus debentures are unsecured and are not convertible into our equity shares.

 

105We delivered cash in the aggregate value of the bonus debentures into an escrow account of a merchant banker in India appointed by our Board of Directors. The merchant banker received such amount for and on behalf of and in trust for the shareholders who are entitled to receive bonus debentures. Upon receipt of such amount, the merchant banker paid the amount to us, for and on behalf of the shareholders as consideration for the allotment of debentures to them.

These bonus debentures have a maturity of 36 months, at which time we must redeem them for cash in an amount equal to the face value ofLOGO 5 each, plus unpaid interest, if any.

These bonus debentures carry an interest rate of 9.25% per annum, payable at the end of every 12, 24 and 36 months from the date of issue.

These bonus debentures were listed on stock exchanges in India so as to provide liquidity for the holders.

Issuance of these bonus debentures was treated as a “deemed dividend” under section 2 (22) (b) of the Indian Income Tax Act, 1961 and accordingly, we were required to pay a dividend distribution tax.

Under Indian Corporate Law and as per the terms of the approved bonus debenture scheme, we have created a statutory reserve (the “Debenture Redemption Reserve”) in which we are required to deposit a portion of our profits made during each year prior to the maturity date of the bonus debentures until the aggregate amount retained in such reserve equals 50% of the face value of the debentures then issued and outstanding. The funds in the Debenture Redemption Reserve shall be used only to redeem the debentures for so long as they are issued and outstanding.


We have accounted for the issuance of such debentures as a pro-rata distribution to the owners acting in their capacity as owners on a collective basis. Accordingly, we have measured the value of such financial instrument at fair value on the date of issuance which corresponds to the value of the bonus debentures issued on March 24, 2011. We have disclosed the issuances as a reduction from retained earnings in the consolidated statement of changes in equity with a corresponding credit to “loans and borrowings” for the value of the financial liability recognized. Furthermore, in relation to the above mentioned scheme, we incurred costs ofLOGO 51 million in directly attributable transaction costs payable to financial advisors. This amount has been accounted for as a reduction from the bonus debenture liability on the date of issuance of the bonus debentures and is being amortized over a period of three years using the effective interest rate method. The associated cash flows for the delivery of cash to the merchant banker and the subsequent receipt of the same for and on behalf of the shareholders upon issuance of the bonus debentures has been disclosed separately in the consolidated statement of cash flows as part of financing activities.

Further, the dividend distribution tax paid by us on behalf of the owners in the amount ofLOGO 843 million has been recorded as part of a reduction from retained earnings in the consolidated statement of changes in equity for the year ended March 31, 2011. We have set aside a total amount ofLOGO 865 million in debenture redemption reserves as of March 31, 2012 and have recorded such transfer in the consolidated statement of changes in equity.

The regulatory framework in India governing issuance of ADRs by an Indian company does not permit the issuance of ADRs with any debt instrument (including non-convertible rupee denominated debentures) as the underlying security. Therefore, the depositary of our ADRs (the “Depositary”) cannot issue depositary receipts (such as ADRs) with respect to the bonus debentures issued under our scheme. Therefore, in accordance with the deposit agreement between us and the Depositary, the bonus debentures issuable in respect of the shares underlying our ADRs have been distributed to the Depositary, who sold such bonus debentures on April 8, 2011. The Depositary converted the net proceeds from such sale into U.S. dollars and, on June 23, 2011, distributed all such U.S. dollars, less any applicable taxes, fees and expenses incurred and/or provided for under the Deposit Agreement, to the registered holders of ADRs entitled thereto in the same manner as it would ordinarily distribute cash dividends under the deposit agreement.

8.B.Significant changes

Collaboration agreement with Merck Serono

During the three months ended June 30, 2010,2012, we entered in to aninto a collaboration agreement with GlaxoSmithKline Trading Services Limited (“GSK”)Merck Serono, a division of Merck KGaA, Darmstadt, Germany, to sell certain marketing authorizationsco-develop a portfolio of biosimilar compounds in oncology, primarily focused on monoclonal antibodies (MAbs). The partnership covers co-development, manufacturing and dossiers for our currently marketed productscommercialization of the molecules included in Brazil for a consideration of U.S.$4 million.the agreement. The agreement also provides for additional payments by GSKis based on certain specified milestones for new dossiers tofull research and development cost sharing. Merck Serono will undertake commercialization globally, outside the United States, with the exception of select emerging markets that will be filed andco-exclusive or approved in Brazil.

where we maintain exclusive rights. We will receive royalty payments from Merck Serono upon commercialization by them. In the United States, the parties will co-commercialize the products on a profit-sharing basis.

Discontinuation of development of Terbinafine nail lacquer

During the three months ended June 30, 2010,2012, we discontinued our research on terbinafine nail lacquer, a dermatology product, because the Competition Appellate Tribunalinterim analysis of India (“CAT”) issuedthe blinded clinical trial data showed a preliminary noticelack of inquiry alleging that we engaged in an unfair trade practice with respect to the manufacture and marketing of Styptovit and Styptovit-K (our branded versions of adrenochrome monosemicarbazone-ascorbic acid-calcium phosphate-menadione-rutin) by launching new versions of these products which omitted any active pharmaceutical ingredients which would have caused them to be subject to price control under Indian law. The allegation therefore concludes that our retail selling price for these products exceeded the maximum selling price designated by the Government of India under the Drugs Prices Control Order. We are in the process of preparing our response on this allegation for submission to the CAT.

In August 2010, we entered into an agreement with Calshelf Investments 214 (Proprietary) Limited for the acquisition of their non-controlling interest in Dr. Reddy’s Laboratories (Proprietary) Limited, our subsidiary in South Africa. With this acquisition, Dr. Reddy’s Laboratories (Proprietary) Limited has become a wholly owned subsidiary of our parent company.

efficacy.

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ITEM 9. THE OFFER AND LISTING

9.A.Offer and listing details

Information Regarding Price History

The following tables set forth the price history for our shares on the Bombay Stock Exchange Limited, (“BSE”) and for our ADSs on the New York Stock Exchange (“NYSE”).

                 
  BSE  NYSE 
Year Price Per Equity Share(1)  Price Per ADS(1) 
Ended March 31, High (Rs.)  Low (Rs.)  High (U.S.$)  Low (U.S.$) 
2010  1,317.90   476.10   29.23   9.17 
2009  739.00   357.00   16.95   7.27 
2008  760.00   501.00   18.66   13.07 
2007  877.00   608.00   19.06   12.31 
2006  756.50   306.50   16.67   7.46 
                 
  BSE  NYSE 
  Price Per Equity Share  Price Per ADS 
Quarter Ended High (Rs.)  Low (Rs.)  High (U.S.$)  Low (U.S.$) 
June 30, 2008  739.00   575.10   16.95   14.35 
September 30, 2008  695.50   464.00   16.50   10.53 
December 31, 2008  557.00   387.05   11.55   7.45 
March 31, 2009  506.95   357.00   10.34   7.27 
June 30, 2009  800.00   476.10   16.98   9.17 
September 30, 2009  1,018.50   696.00   20.88   15.12 
December 31, 2009  1,241.90   891.50   26.54   18.55 
March 31, 2010  1,317.90   1,051.20   29.23   23.13 
                 
  BSE  NYSE 
  Price Per Equity Share(1)  Price Per ADS(1) 
Month Ended High (Rs.)  Low (Rs.)  High (U.S.$)  Low (U.S.$) 
October 31, 2009  1,036.20   891.50   22.00   18.55 
November 30, 2009  1,146.00   1,015.00   24.76   21.46 
December 31, 2009  1,241.90   1,070.00   26.54   23.10 
January 31, 2010  1,255.65   1,051.20   27.33   23.27 
February 28, 2010  1,210.00   1,076.05   25.22   23.13 
March 31, 2010  1,317.90   1,131.00   29.23   24.40 

   BSE   NYSE 
Year  Price Per Equity Share(1)   Price Per ADS(1) 

Ended March 31,

  High (LOGO )   Low (LOGO )   High (U.S.$)   Low (U.S.$) 

2012

   1,770.80     1,387.00     39.37     28.75  

2011

   1,855.00     1,160.00     41.80     24.17  

2010

   1,317.90     476.10     29.23     9.17  

2009

   739.00     357.00     16.95     7.27  

2008

   760.00     501.00     18.66     13.07  

   BSE   NYSE 
   Price Per Equity Share   Price Per ADS 

Quarter Ended

  High (LOGO )   Low (LOGO )   High (U.S.$)   Low (U.S.$) 

June 30, 2010

   1,515.00     1,160.00     33.14     24.17  

September 30, 2010

   1,558.00     1,304.50     33.59     27.55  

December 31, 2010

   1,855.00     1,445.00     41.80     32.92  

March 31, 2011

   1,728.90     1,451.25     38.10     32.58  

June 30, 2011

   1,716.00     1,483.10     39.37     32.84  

September 30, 2011

   1,650.00     1,387.00     36.38     29.08  

December 31, 2011

   1,678.55     1,443.70     34.62     28.75  

March 31, 2012

   1,770.80     1,535.15     34.88     29.53  

   BSE   NYSE 
   Price Per Equity Share(1)   Price Per ADS(1) 

Month Ended

  High (LOGO )   Low (LOGO )   High (U.S.$)   Low (U.S.$) 

October 31, 2011

   1,678.55     1,443.70     34.62     28.75  

November 30, 2011

   1,656.90     1,501.00     33.82     29.06  

December 31, 2011

   1,635.00     1,530.75     30.89     29.02  

January 31, 2012

   1,700.00     1,535.15     34.26     29.53  

February 28, 2012

   1,700.00     1,593.45     34.88     32.32  

March 31, 2012

   1,770.80     1,631.25     34.76     32.58  

Source: www.bseindia.com and www.adr.com, respectively.

9.B. Plan of Distribution

distribution

Not applicable.

9.C.Markets

Markets on Which Our Shares Trade

Our equity shares are traded on the Bombay Stock Exchange Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), or collectively, the “Indian Stock Exchanges.” Our American Depositary Shares (or “ADSs”), as evidenced by American Depositary Receipts (or “ADRs”), are traded in the United States on the New York Stock Exchange (“NYSE”), under the ticker symbol “RDY.” Each ADS represents one equity share. Our ADSs began trading on the NYSE on April 11, 2001. Our shareholders approved the delisting of our shares from the Hyderabad Stock Exchange Limited, The Stock Exchange, Ahmedabad, The Madras Stock Exchange Limited, and The Calcutta Stock Exchange Association Limited at the general shareholders meeting held on August 25, 2003.

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Markets on Which Our Debentures Trade


Effective as of April 7, 2011 our unsecured, redeemable, non-convertible, fully paid-up bonus debentures (as described in Section 8.A. above), are traded on the Indian Stock Exchanges. These bonus debentures are not registered in the United States and are publicly traded solely in India.

9.D.Selling shareholders

Not applicable.

9.E.Dilution

Not applicable.

9.F.Expenses of the issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

10.A.Share capital

Not applicable.

10.B.Memorandum and articles of association

Dr. Reddy’s Laboratories Limited was incorporated under the Indian Companies Act, 1956. We are registered with the Registrar of Companies, Andhra Pradesh, Hyderabad, India as Company No. 4507 (Company Identification No. L85195AP1984PLC0004507). Our registered office is located at 7-1-27, Ameerpet,8-2-337, Road No. 3, Banjara Hills Hyderabad, Andhra Pradesh 500 016,034, India and the telephone number of our registered office is +91-40-23731946.+91-40-49002900. The summary of our Articles of Association and Memorandum of Association that is included in our registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission’sCommission (the “SEC”) on April 11, 2001, together with copies of the Articles of Association and Memorandum of Association that are included in our registration statement on Form F-1, are incorporated herein by reference.

The Memorandum and Articles of Association were amended at the 17th Annual General Meeting held on September 24, 2001, 18th Annual General Meeting held on August 26, 2002, the 20th Annual General Meeting held on July 28, 2004 and the 22nd Annual General Meeting held on July 28, 2006. A full description of these amendments was given in the Form 20-F filed with the SEC on September 30, 2003, September 30, 2004 and October 2, 2006, which description is incorporated herein by reference. The Memorandum and Articles of Association were further amended at the 22nd Annual General Meeting held on July 28, 2006 to increase the authorized share capital in connection with the stock split effected in the form of a stock dividend that occurred on August 30, 2006.

The Memorandum and Articles of Association were further amended in accordance with the terms of an Order of the High Court of Judicature Andhra Pradesh dated June 12, 2009 to effect an increase in our parent company’s authorized share capital pursuant to the amalgamation of Perlecan Pharma Private Limited into our parent company. In a related order dated June 12, 2009, the High Court concluded that there was no need to have a shareholders’ meeting in order to affect such amendment.

We also expect to further amend the

The Memorandum and Articles of Association to reflectwere further amended in accordance with the proposed bonus debenture scheme upon the successful receiptterms of the approvalan Order of the High Court of Judicature Andhra Pradesh India anddated July 19, 2010 to provide for the capitalization or utilization of undistributed profit or retained earnings or security premium account or any other identified regulatory authorities to suchreserve or fund of ours with the approval of our shareholders in connection with our bonus debenture scheme.

debentures.

10.C.Material contracts

Other than the contracts entered into in the ordinary course of business, there are no material contracts to which we or any of our direct and indirect subsidiaries is a party for the two years immediately preceding the date of this Form 20-F.

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10.D.Exchange controls

Foreign investment in Indian securities, whether in the form of foreign direct investment or in the form of portfolio investment, is governed by the Foreign Exchange Management Act, 1999, as amended (“FEMA”), and the rules, regulations and notifications issued thereunder. Set forth below is a summary of the restrictions on transfers applicable to both foreign direct investments and portfolio investments, including the requirements under Indian law applicable to the issuance and transfer of ADSs.

Foreign Direct Investment

The Foreign Direct Investment Policy under the Reserve Bank of India’s (“RBI”) Automatic Route enables Indian companies (other than those specifically excluded thereunder) to issue shares to persons who reside outside of India without prior permission from the RBI, except in cases where there are ceilings of investments in certain industry sectors and subject to certain conditions.

The Department of Industrial Policy and Promotion, a part of the Ministry of Commerce and Industry, issued detailed guidelines in January 1997 for consideration of foreign direct investment proposals by the Foreign Investment Promotion Board (the “Guidelines”). The basic objective of the Guidelines is to improve the transparency and objectivity of the Foreign Investment Promotion Board’s consideration of proposals. However, since these are administrative guidelines and have not been codified as either law or regulations, they are not legally binding with respect to any recommendation made by the Foreign Investment Promotion Board or with respect to any decision taken by the Government of India in cases involving foreign direct investment.

Under the Guidelines, sector specific guidelines for foreign direct investment and the levels of permitted equity participation have been established. In February 2000, the Department of Industrial Policy and Promotion issued a notification that foreign ownership of up to 50%, 51%, 74% or 100%, depending on the category of industry, would be allowed without prior permission of the Foreign Investment Promotion Board and, in certain cases, without prior permission of the RBI. Over a period of time, the Government of India has relaxed the restrictions on foreign investment, including the revision of the investment cap to 26% in the insurance sector and 74% subject to RBI guidelines for setting up branches/subsidiaries of foreign banks in the private banking sector.

In May 1994, the Government of India announced that purchases by foreign investors of ADSs, as evidenced by ADRs, and foreign currency convertible bonds of Indian companies would be treated as foreign direct investment in the equity issued by Indian companies for such offerings. Therefore, offerings that involve the issuance of equity that results in Foreign Direct Investors holding more than the stipulated percentage of direct foreign investments (which depends on the category of industry) would require approval from the Foreign Investment Promotion Board.

In addition, offerings by Indian companies of any such securities to foreign investors require Foreign Investment Promotion Board approval, whether or not the stipulated percentage limit would be reached if the proceeds will be used for investment in specified industries.

For investments in the pharmaceutical sector, the Foreign Direct Investment limit is 100%. Thus, foreign ownership of up to 100% of our equity shares would be allowed without prior permission of the Foreign Investment Promotion Board and, in certain cases, with prior permission of the RBI.

Portfolio Investment Scheme

Investments by persons of Indian nationality or origin residing outside of India (also known as Non-Resident Indians or “NRIs”) or registered Foreign Institutional Investors (“FIIs”) made through a stock exchange are known as portfolio investments (“Portfolio Investments”).

Portfolio Investments by NRIs

A variety of methods for investing in shares of Indian companies are available to NRIs. These methods allow NRIs to make portfolio investments in existing shares and other securities of Indian companies on a basis not generally available to other foreign investors.

The RBI no longer recognizes overseas corporate bodies (“OCBs”) as an eligible class of investment vehicle under various circumstances under the RBI’s foreign exchange regulations.

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Portfolio Investments by FIIs

In September 1992, the Government of India issued guidelines that enable FIIs, including institutions such as pension funds, investment trusts, asset management companies, nominee companies and incorporated/institutional portfolio managers, to invest in all of the securities traded on the primary and secondary markets in India. Under the guidelines, FIIs are required to obtain an initial registration from the Securities and Exchange Board of India (“SEBI”), and a general permission from the RBI to engage in transactions regulated under the Foreign Exchange Management Act. FIIs must also comply with the provisions of the SEBI (Foreign Institutional Investors Regulations) 1995. When it receives the initial registration, the FII also obtains general permission from the RBI to engage in transactions regulated under the Foreign Exchange Management Act. Together, the initial registration and the RBI’s general permission enable the registered FII to: (i) buy (subject to the ownership restrictions discussed below) and sell unrestricted securities issued by Indian companies; (ii) realize capital gains on investments made through the initial amount invested in India; (iii) participate in rights offerings for shares; (iv) appoint a domestic custodian for custody of investments held; and (v) repatriate the capital, capital gains, dividends, interest income and any other compensation received pursuant to rights offerings of shares. The current policy with respect to purchase or sale of securities of an Indian company by an FII is in Schedule 2 and Regulation 5(2) of the Foreign Exchange Management (Transfer or Issue of Securities by a Person Resident Outside India) Regulations, 2000.

Ownership restrictions

The SEBI and the RBI regulations restrict portfolio investments in Indian companies by FIIs, NRIs and OCBs, all of which we refer to as “foreign portfolio investors.” Under current Indian law, FIIs in the aggregate may hold not more than 24.0% of the equity shares of an Indian company, and NRIs in the aggregate may hold not more than 10.0% of the shares of an Indian company through portfolio investments. The 24.0% limit referred to above can be increased to sectoral cap/statutory limits as applicable if a resolution is passed by the board of directors of the company followed by a special resolution passed by the shareholders of the company to that effect. The 10.0% limit referred to above may be increased to 24.0% if the shareholders of the company pass a special resolution to that effect. No single FII may hold more than 10.0% of the shares of an Indian company and no single NRI may hold more than 5.0% of the shares of an Indian company.

In our case, our

Our shareholders have passed a resolution enhancing the limits of portfolio investment by FIIs in the aggregate to 49%. NRIs in the aggregate may hold not more than 10.0% of our equity shares through portfolio investments. Holders of ADSs are not subject to the rules governing FIIs unless they convert their ADSs into equity shares.

As of March 31, 2010, FII’s are holding 27.27% and NRI’s 1.73%2012, FIIs held 27.42% of our equity shares and NRIs held 1.48% of our equity shares.

Under

In September 2011, the Securities and Exchange Board of India (“SEBI”) enacted the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 19972011 (the “Takeover“2011 Takeover Code”), which replaces the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Under the 2011 Takeover Code, upon the acquisition of more than 5%, 10%, 14%, 54% or 74% of the outstanding shares or voting rights ofin a publicly-listedpublicly listed Indian company (the “target company”) such that the aggregate shareholding of the acquirer is required to disclose the aggregate of his shareholding or voting rights in that target company to such company. The target company and the acquirer are required to notify all of the stock exchanges on which the shares of such company are listed. For these purposes, an “acquirer” means any(meaning a person or entity who directly or indirectly, either alone or acting in concert with any other person or entity, acquires or agrees to acquire shares or voting rights in the target company, or acquires or agrees to acquire control over athe target company.

A personcompany, either alone or entitytogether with any persons acting in concert), is 5% or more of the shares of the target company, the acquirer is required to, within two working days of such acquisition, disclose the aggregate shareholding and voting rights in the target company to the target company and to the stock exchanges in which the shares of the target company are listed.

Furthermore, an acquirer who, together with persons acting in concert with such acquirer, holds shares or voting rights entitling them to 5% or more than 15% of the shares or voting rights in anya target company is required to make an annual disclosure of his, hermust disclose every sale or its holdings to that company, which in turn is required to disclose the same to each of the stock exchanges on which the company’s shares are listed. A holder of our ADSs would be subject to these notification requirements.

Upon the acquisition of 15%shares representing 2% or more of suchthe shares or voting rights or upon acquiring control of the target company to the target company and to the stock exchanges in which the shares of the target company are listed within two working days of such acquisition or sale or receipt of intimation of allotment of such shares.

Every acquirer, who together with persons acting in concert with such acquirer, holds shares or voting rights entitling such acquirer to exercise 25% or more of the voting rights in a target company, has to disclose to the target company and to stock exchanges in which the shares of the target company are listed, their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company within seven working days from the end of the financial year of that company.

The acquisition of shares or voting rights that entitles the acquirer to exercise 25% or more of the voting rights in or control over the target company triggers a requirement for the acquirer to make an open offer to acquire additional shares representing at least 26% of the total shares of the target company for an offer price determined as per the provisions of the 2011 Takeover Code. The acquirer is required to make a public announcement offeringfor an open offer on the date on which it is agreed to purchase from the other shareholders at least a further 20% of all the outstanding shares of the company at a minimum offer price determined pursuant to the Takeover Code. If an acquirer holding more than 15% but less than 55% of shares acquires 5% or more shares during a fiscal year, the acquirer is required to make a public announcement offering to purchase from the other shareholders at least 20% of all the outstanding shares of the company at a minimum offer price determined pursuant to the Takeover Code. Any further acquisition of outstandingacquire such shares or voting rights of a publicly listed company by an acquirer who holds more than 55% but less than 75% of shares or voting rights (or where the company concerned has obtained the initial listing of shares by making an offer of at least 10% of the issue size to the public pursuant to Rule 19(2)(b) of the Securities Contracts (Regulations) Rules 1957, less than 90% of the shares or voting right of the company) also requires the making of anrights. Such open offer to acquireshall only be for such number of shares as would not result inis required to adhere to the public shareholding being reduced to below the minimum specified in the listing agreement. Where the public shareholding in the target company may be reduced to a level below the limit specified in the listing agreement the acquirer may acquire such shares or voting rights only in accordance with guidelines or regulations regarding delisting of securities specified by SEBI.

maximum permitted non-public shareholding.

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Since we are a listed company in India, the provisions of the 2011 Takeover Code will apply to us and to any person acquiring our ADSs, equity shares or voting rights in our company. However, the Takeover Code provides for a specific exemption to holders of ADSs from the requirements of making a public announcement for a tender offer. This exemption will apply to a holder of ADSs so long as he, she or it does not convert the ADSs into the underlying equity shares. Company.

We have entered into listing agreements with each of the Indian stock exchanges on which our equity shares are listed. Each of the listing agreements provides that if a person or entity acquires or agreeslisted, pursuant to acquire 5% or more of the voting rights of our equity shares, the purchaser shall report its holding to us andwhich we must in accordance with the provisions of the Takeover Code, report it’s holding to the relevant stock exchanges.

exchanges any disclosures made to the Company pursuant to the 2011 Takeover Code.

Although the provisions of the listing agreements entered into between us and the Indian stock exchanges on which our equity shares are listed will not apply to equity shares represented by ADSs, holders of ADSs may be required to comply with such notification and disclosure obligations pursuant to the provisions of the Deposit Agreement to be entered into by such holders, our company and a depositary.

the depositary of our ADRs.

Subsequent transfer of shares

A person resident outside India holding the shares or debentures of an Indian company may transfer the shares or debentures so held by him, in compliance with the conditions specified in the relevant Schedule of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 as follows:

 (i)

A person resident outside India, not being a NRI or an OCB, may transfer by way of sale or gift the shares or convertible debentures held by him or it to any person resident outside India;

 (ii)

A NRI may transfer by way of sale or gift, the shares or convertible debentures held by that person to another NRI only; provided that the person to whom the shares are being transferred has obtained prior permission of the Government of India to acquire the shares if he has a previous venture or tie up in India through an investment in shares or debentures or a technical collaboration or a trade mark agreement or investment by whatever name called in the same field or allied field in which the Indian company whose shares are being transferred is engaged. Provided further that the restriction in clauses (i) and (ii) shall not apply to the transfer of shares to international financial institutions such as Asian Development Bank (“ADB”), International Finance Corporation (“IFC”), Commonwealth Development Corporation (“CDC”), Deutsche Entwicklungs Gesselschaft (“DEG”) and transfer of shares of an Indian company engaged in the Information Technology sector.

 (iii)

A person resident outside India holding the shares or convertible debentures of an Indian company in accordance with the said Regulations, (a) may transfer the same to a person resident in India by way of gift; or (b) may sell the same on a recognized Stock Exchange in India through a registered broker.

Restrictions for subsequent transfers of shares of Indian companies between residents and non-residents (other than OCBs) were relaxed significantly as of October 2004. As a result, for a transfer between a resident and a non-resident of securities of an Indian company, no prior approval of either the RBI or the Government of India is required, as long as certain conditions are met.

ADS guidelines

Shares of Indian companies represented by ADSs may be approved for issuance to foreign investors by the Government of India under the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993 (the “1993 Scheme”), as modified from time to time, promulgated by the Government of India. The 1993 Scheme is in addition but without prejudice to the other policies or facilities, as described below, relating to investments in Indian companies by foreign investors. The issuance of ADSs pursuant to the 1993 Scheme also affords to holders of the ADSs the benefits of Section 115AC of the Income Tax Act, 1961 for purpose of the application of Indian tax laws. In March 2001, the RBI issued a notification permitting, subject to certain conditions, two-way fungibility of ADSs. This notification provides that ADSs converted into Indian shares can be converted back into ADSs, subject to compliance with certain requirements and the limits of sectoral caps.

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Fungibility of ADSs

A registered broker in India can purchase shares of an Indian company that has issued ADSs, on behalf of a person residentresiding outside India, for the purposes of converting the shares into ADSs. However, such conversion of equity shares into ADSs is possible only if the following conditions are satisfied:

 (i)

the shares are purchased on a recognized stock exchange;

 (ii)

the shares are purchased with the permission of the Custodian to the ADS offering of the Indian company and are deposited with the Custodian;

 (iii)

The custodian has been authorized to accept shares from non-resident investors for reissuance of ADSs;

 (iv)

the shares purchased for conversion into ADSs do not exceed the number of shares that were released by the Custodian pursuant to conversions of ADSs into equity shares under the Depositary Agreement; and

 (v)

a non-resident investor, broker, the Custodian and the Depositary comply with the provisions of the Scheme for Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme, 1993 and the related guidelines issued by the Central Government from time to time.

Transfer of ADSs

A person resident outside India may transfer ADSs held in Indian companies to another person resident outside India without any permission. A person resident in India is not permitted to hold ADSs of an Indian company, except in connection with the exercise of stock options.

Shareholders resident outside India who intend to sell or otherwise transfer equity shares within India should seek the advice of Indian counsel to understand the requirements applicable at that time.

The RBI placed various restrictions on the eligibility of OCBs to make investments in Indian companies in AP (DIR) Series Circular No. 14 dated September 16, 2003. For further information on these restrictions, the circular is available on www.rbi.org.in for review.

10.E.Taxation

Indian Taxation

General.The following summary is based on the law and practice of the Income-tax Act, 1961 (the “Income-tax Act”), including the special tax regime contained in Sections 115AC and 115ACA of the Income-tax Act read with the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 (collectively, the “Income-tax Act Scheme”), as amended on January 19, 2000. The Income-tax Act is amended every year by the Finance Act of the relevant year. Some or all of the tax consequences of Sections 115AC and 115ACA may be amended or changed by future amendments to the Income-tax Act.

We believe this information is materially complete as of the date hereof. However, this summary is not intended to constitute an authoritative analysis of the individual tax consequences to non-resident holders or employees under Indian law for the acquisition, ownership and sale of ADSs and equity shares.Each prospective investor should consult tax advisors with respect to taxation in India or their respective locations on acquisition, ownership or disposing of equity shares or ADSs.

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EACH PROSPECTIVE INVESTOR SHOULD CONSULT TAX ADVISORS WITH RESPECT TO TAXATION IN INDIA OR THEIR RESPECTIVE LOCATIONS ON ACQUISITION, OWNERSHIP OR DISPOSING OF EQUITY SHARES OR ADSS.


Residence.For purposes of the Income-tax Act, an individual is considered to be a resident of India during any fiscal year (i.e., April 1 to March 31) if he or she is in India in that year for:

a period or periods of at least 182 days; or

at least 60 days and, within the four preceding fiscal years has been in India for a period or periods amounting to at least 365 days.

The period of 60 days referred to above shall be 182 days in case of a citizen of India or a Person of Indian Origin living outside India, for the purpose of employment outside India, who is visiting India.

A company is a resident of India under the Income-tax Act if it is formed or registered in India or the control and the management of its affairs is situated wholly in India. Individuals and companies that are not residents of India would be treated as non-residents for purposes of the Income-tax Act.

Taxation of Distributions.

a)As per Section 10(34) of the Income-tax Act, dividends paid by Indian Companies on or after April 1, 2003 to their shareholders (whether resident in India or not) are not subject to tax in the hands of the shareholders. However, the Indian company paying the dividend is subject to a dividend distribution tax at the rate of 16.995% (such rate was reduced to 16.61% effective as of April 1, 2010), 16.22%including applicable surcharges and the special levy called the “Education and Higher Education Cess (education cess)”, on the total amount it distributes, declares or pays as a dividend.

b) Any distributions of additional ADSs or equity shares by way of bonus shares (i.e., stock dividends) to resident or non-residentnon- resident holders will not be subject to Indian tax.

Taxation of Capital Gains.The following is a brief summary of capital gains taxation of non-resident holders and resident employees relating to the sale of ADSs and equity shares received upon redemption of ADSs. The relevant provisions are contained mainly in sections 10(36), 10(38), 45, 47(viia), 111A, 115AC and 115ACA, of the Income-tax Act, in conjunction with the Income-taxIncome- tax Scheme.You should consult your own tax advisor concerning the tax consequences of your particular situation.

A non-resident investor transferring our ADS or equity shares, whether transferred in India or outside India to a non-resident investor, will not be liable for income taxes arising from capital gains on such ADS or equity shares under the provisions of the Income-tax Act in certain circumstances. Equity shares (including equity shares issuable on the conversion of the ADSs) held by the non-resident investor for a period of more than 12 months are treated as long-term capital assets. If the equity shares are held for a period of less than 12 months from the date of conversion of the ADSs, the capital gains arising on the sale thereof is to be treated as short-term capital gains.

Capital gains are taxed as follows:

gains from a sale of ADSs outside India by a non-resident to another non-resident are not taxable in India;

long-term capital gains realized by a resident from the transfer of the ADSs will be subject to tax at the rate of 10%, plus the applicable surcharge and education cess; short-term capital gains on such a transfer will be taxed at graduated rates with a maximum of 30%, plus the applicable surcharge and education cess;

long-term capital gains realized by a non-resident upon the sale of equity shares obtained from the conversion of ADSs are subject to tax at a rate of 10%, plusexcluding the applicable surcharge and education cess; and short-term capital gains on such a transfer will be taxed at the normal rate of tax applicable to the seller, plus the applicable surcharge and education cess (for the purpose of the “tax deducted at source” method of collecting income tax in India, the rate would be 30% plus applicable surcharge and education cess), if the sale of such equity shares is settled outside of a recognized stock exchange in India; andseller.

long-term capital gain realized by a non-resident upon the sale of equity shares obtained from the conversion of ADSs is exempt from tax and any short term capital gain is taxed at 15%, plusexcluding the applicable surcharge and education cess, if the sale of such equity shares is settled on a recognized stock exchange and securities transaction tax (“STT”) is paid on such sale.

The rate of surcharge is currently 5% in the case of domestic companies whose taxable income is greater than Rs.10,000,000. For foreign companies, the rate of surcharge is 2%, if the taxable income exceeds Rs.10,000,000.

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As per Section 10(38) of the Income-tax Act, long term capital gains arising from the transfer of equity shares on or after October 1, 2004 in a company completed through a recognized stock exchange in India and on which sale the STT has been paid are exempt from Indian tax.

As per Section 111A of the Income-tax Act, short term capital gains arising from the transfer of equity shares on or after October 1, 2004 in a company completed through a recognized stock exchange in India are subject to tax at a rate of 15%, plus applicable surcharge and education cess.

Purchase or sale of equity shares of a company listed on a recognized stock exchange in India is subject to a security transaction tax of 0.1% (0.125% from June 1, 2006)0.125% of the transaction value for any delivery based transaction and 0.02% (0.025% from June 1, 2006)0.025% for any non-delivery based transaction.

The applicable provisions of the Income Tax Act, in the case of non-residents, may offset the above taxes, except the STT. The capital gains tax is computed by applying the appropriate tax rates to the difference between the sale price and the purchase price of the equity shares or ADSs. Under the Income-tax Scheme, the purchase price of equity shares in an Indian listed company received in exchange for ADSs will be the market price of the underlying shares on the date that the Depositary gives notice to the custodian of the delivery of the equity shares in exchange for the corresponding ADSs, or the “stepped up” basis purchase price. The market price will be the price of the equity shares prevailing on the Stock Exchange, Mumbai or the National Stock Exchange. There is no corresponding provision under the Income-tax Act in relation to the “stepped up” basis for the purchase price of equity shares. However, the tax department in India has not denied this benefit. In the event that the tax department denies this benefit, the original purchase price of ADSs would be considered the purchase price for computing the capital gains tax.

According to the Income-tax Scheme, a non-resident holder’s holding period for the purposes of determining the applicable Indian capital gains tax rate relating to equity shares received in exchange for ADSs commences on the date of the notice of the redemption by the Depositary to the custodian. However, the Income-tax Scheme does not address this issue in the case of resident employees, and it is therefore unclear as to when the holding period for the purposes of determining capital gains tax commences for such a resident employee.

The Income-tax Scheme provides that if the equity shares are sold on a recognized stock exchange in India against payment in Indian rupees, they will no longer be eligible for the preferential tax treatment.

It is unclear as to whether section 115AC of the Income Tax Act and the rest of the Income-tax Scheme are applicable to a non-residentnon- resident who acquires equity shares outside India from a non-resident holder of equity shares after receipt of the equity shares upon redemption of the ADSs.

It is unclear as to whether capital gains derived from the sale of subscription rights or other rights by a non-resident holder not entitled to an exemption under a tax treaty will be subject to Indian capital gains tax. If such subscription rights or other rights are deemed by the Indian tax authorities to be situated within India, the gains realized on the sale of such subscription rights or other rights will be subject to Indian taxation. The capital gains realized on the sale of such subscription rights or other rights, which will generally be in the nature of short-term capital gains, will be subject to tax (i) at variable rates with a maximum rate of 40%, excluding the prevailing surcharge and education cess, in the case of a foreign company and (ii) inat the rangerate of 30.9% to 33.99%, including the applicable surcharge,education cess in the case of resident employees and of non-resident individuals with taxable income over Rs.1,000,000.

employees.

Withholding Tax on Capital Gains.Any gain realized by a non-resident or resident employee on the sale of equity shares is subject to Indian capital gains tax, which, in the case of a non-resident is to be withheld at the source by the buyer. However, as per the provisions of Section 196D(2) of the Income-tax Act, no withholding tax is required to be deducted from any income by way of capital gains arising to FIIs (as defined in Section 115AD of the Act) on the transfer of securities (as defined in Section 115AD of the Act).

Buy-back of Securities.Indian companies are not subject to any tax on the buy-back of their shares. However, the shareholders are taxed on any resulting gains. We are required to deduct tax at source according to the capital gains tax liability of a non-resident shareholder.

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Stamp Duty and Transfer Tax.Upon issuance of the equity shares underlying our ADSs, we are required to pay a stamp duty of 0.1% per share of the issue price of the underlying equity shares. A transfer of ADSs is not subject to Indian stamp duty. A sale of equity shares in physical form by a non-resident holder is also subject to Indian stamp duty at the rate of 0.25% of the market value of the equity shares on the trade date, although customarily such tax is borne by the transferee. Shares must be traded in dematerialized form. The transfer of shares in dematerialized form is currently not subject to stamp duty.

Wealth Tax.The holding of the ADSs and the holding of underlying equity shares by resident and non-resident holders will be exempt from Indian wealth tax. Non-resident holders are advised to consult their own tax advisors regarding the taxation of ADS in their country of residence.

Gift Tax and Estate Duty.Currently, there are no gift taxes or estate duties. These taxes and duties could be restored in future. Non-resident holders are advised to consult their own tax advisors regarding this issue.

Service Tax.Brokerage or commission paid to stockbrokers in connection with the sale or purchase of shares is subject to a service tax of 12.36%, reduced to 10.3% effective as of February 24, 2009.12.4%. The stockbroker is responsible for collecting the service tax from the shareholder and paying it to the relevant authority.

United States Federal Taxation

The following is a summary of the material U.S. federal income and estate tax consequences that may be relevant with respect to the acquisition, ownership and disposition of equity shares or ADSs and is for general information only. This summary addresses the U.S. federal income and estate tax considerations of holders that are U.S. holders. “U.S. holders” are beneficial holders of equity shares or ADSs who are (i) citizens or residents of the United States, (ii) corporations (or other entities treated as corporations for U.S. federal tax purposes) created in or under the laws of the United States or any state thereof or the District of Columbia,any political subdivision thereof or therein, (iii) estates, the income of which is subject to U.S. federal income taxation regardless of its source, and (iv) trusts for which a U.S. court exercises primary supervision and a U.S. person has the authority to control all substantial decisions.decisions or has a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person. This summary is limited to U.S. holders who will hold equity shares or ADSs as capital assets.assets for U.S. federal income tax purposes, generally for investment. In addition, this summary is limited to U.S. holders who are not resident in India for purposes of the Convention between the Government of the United States of America and the Government of the Republic of India for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion With Respect to Taxes on Income. If a partnership holds the equity shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership holding equity shares or ADSs should consult his, her or its own tax advisor.

This summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks, insurance companies, financial institutions, dealers in securities or currencies, tax-exempt entities, persons that will hold equity shares or ADSs as a position in a “straddle” or as part of a “hedging” or “conversion” transaction for tax purposes, persons that have a “functional currency” other than the U.S. dollar or holders of 10% or more, by voting power or value, of the shares of our company. This summary is based on the tax lawsU.S. Internal Revenue Code of the United States1986, as amended and as in effect on the date of this Annual Report on Form 20-F and on United States Treasury Regulations in effect or, in some cases, proposed, as of the date of this Annual Report on Form 20-F, as well as judicial and administrative interpretations thereof available on or before such date, and is based in part on the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. All of the foregoing are subject to change, which change could apply retroactively, andor the Internal Revenue Service may interpret existing authorities differently, any of which could affect the tax consequences described below.

Each prospective investor should consult his, her or its own tax advisor with respect to This summary does not address the U.S. Federal,federal tax laws other than income or estate or U.S. state or local and non-U.S.or non-local U.S. tax consequences of acquiring, owning or disposing of equity shares or ADSs.
laws.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSS.

Ownership of ADSs.ADSs. For U.S. federal income tax purposes, holders of ADSs will be treated as the holders of equity shares represented by such ADSs.

Dividends.DividendsExcept. Subject to the passive investment company rules described below, except for ADSs or equity shares, if any, distributed pro rata to all shareholders of our company, including holders of ADSs, the gross amount of any distributions of cash or property with respect to ADSs or equity shares (before reduction for any Indian withholding taxes) will generally be included in income by a U.S. holder as foreign source dividend income at the time of receipt, which in the case of a U.S. holder of ADSs generally should be the date of receipt by the Depositary, to the extent such distributions are made from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. holders. To the extent, if any, that the amount of any distribution by us exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles) such excess will be treated first as a tax-free return of capital to the extent of the U.S. holder’s tax basis in the equity shares or ADSs, and thereafter as capital gain.

115


Subject to certain limitations, dividends paid to non-corporate U.S. holders, including individuals, may be eligible for a reduced rate of taxation if we are deemed to be a “qualified foreign corporation” for United States federal income tax purposes and certain holding period requirements are met. A qualified foreign corporation includes a foreign corporation if (1) its shares (or, according to legislative history, its ADSs) are readily tradable on an established securities market in the United States or (2) it is eligible for the benefits under a comprehensive income tax treaty with the United States. In addition, a corporation is not a qualified foreign corporation if it is a passive foreign investment company (as discussed below) for either its taxable year in which the dividend is paid or the preceding taxable year. The ADSs are traded on the New York Stock Exchange. Due to the absence of specific statutory provisions addressing ADSs, however, there can be no assurance that we are a qualified foreign corporation solely as a result of our listing on the New York Stock Exchange. Nonetheless, we may be eligible for benefits under the comprehensive income tax treaty between India and the United States. Absent congressional action to extend these rules, the reduced rate of taxation will not apply to dividends received in taxable years beginning after December 31, 2010.2012. Each U.S. holder should consult its own tax advisor regarding the treatment of dividends and such holder’s eligibility for a reduced rate of taxation.

Subject to certain conditions and limitations, any Indian withholding tax imposed upon distributions paid to a U.S. holder with respect to distributions on ADSs or equity shares should be eligible for credit against the U.S. holder’s federal income tax liability. Alternatively, a U.S. holder may claim a deduction for such amount, but only for a year in which a U.S. holder does not claim a credit with respect to any foreign income taxes. The overall limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, distributions on ADSs or equity shares will be foreign source income, from sources outside the United States, and will be “passive category income” or “general category income” for purposes of computing the United States foreign tax credit allowable to a U.S. holder.

If dividends are paid in Indian rupees, the amount of the dividend distribution included in the income of a U.S. holder will be in the U.S. dollar value of the payments made in Indian rupees, determined at a spot exchange rate between Indian rupees and U.S. dollars applicable to the date such dividend is included in the income of the U.S. holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, gain or loss, if any, resulting from currency exchange fluctuations during the period from the date the dividend is paid to the date such payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss.

Sale or exchange of equity shares or ADSs. ASubject to the passive foreign investment company rules described below, U.S. holder generally will recognize gain or loss on the sale or exchange of equity shares or ADSs equal to the difference between the amount realized on such sale or exchange and the U.S. holder’s adjusted tax basis in the equity shares or ADSs, as the case may be. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the equity shares or ADSs, as the case may be, were held for more than one year. Gain or loss, if any, recognized by a U.S. holder generally will be treated as U.S. source passive category income or loss for U.S. foreign tax credit purposes. Capital gains realized by a U.S. holder upon the sale of equity shares (but not ADSs) may be subject to certain tax in India. See “Taxation—Indian Taxation—Taxation“Taxation-Indian Taxation-Taxation of Capital Gains.” Due to limitations on foreign tax credits, however, a U.S. holder may not be able to utilize any such taxes as a credit against the U.S. holder’s federal income tax liability.

Estate taxes. An individual shareholder who is a citizen or resident of the United States for U.S. federal estate tax purposes will have the value of the equity shares or ADSs held by such holder included in his or her gross estate for U.S. federal estate tax purposes. An individual holder who actually pays Indian estate tax with respect to the equity shares will, however, be entitled to credit the amount of such tax against his or her U.S. federal estate tax liability, subject to a number of conditions and limitations.

Backup withholding tax and information reporting requirements.requirements. Any dividends paid, or proceeds on a sale of, equity shares or ADSs to or by a U.S. holder may be subject to U.S. information reporting, and a backup withholding tax (currently at a rate of 30%28%) may apply unless the holder establishes that he, she or it is an exempt recipient or provides a U.S. taxpayer identification number and certifies that such holder is not subject to backup withholding and otherwise complies with any applicable backup withholding requirements. Any amount withheld under the backup withholding rules will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the Internal Revenue Service.

Recent U.S. legislation has expanded the situations in which U.S. holders are required to report certain non-U.S. investments. U.S. holders should consult their own advisors regarding any reporting requirements that may arise as a result of their acquiring, owning or disposing of shares or ADSs.

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Passive foreign investment company.company. A non-U.S. corporation will be classified as a passive foreign investment company for U.S. Federal income tax purposes if either:

75% or more of its gross income for the taxable year is passive income; or

on average for the taxable year by value, or, if it is not a publicly traded corporation and so elects, by adjusted basis, if 50% or more of its assets produce or are held for the production of passive income.

We do not believe that we will be treated as a passive foreign investment company for the current taxable year. Since this determination is made on an annual basis, however, no assurance can be given that we will not be considered a passive foreign investment company in future taxable years. If we were to be a passive foreign investment company for any taxable year, U.S. holders would be required to either:

pay an interest charge together with tax calculated at ordinary income rates (which may be higher than the ordinary income rates that otherwise apply to U.S. holders) on “excess distributions,” as the term is defined in relevant provisions of the U.S. tax laws, and on any gain on a sale or other disposition of ADSs or equity shares;

if a “qualified electing fund election” (as the term is defined in relevant provisions of the U.S. tax laws) is made to include in their taxable income their pro rata share of undistributed amounts of our income; or

if the equity shares are “marketable stock” and a mark-to-market election is made, to mark-to-market the equity shares each taxable year and recognize ordinary gain and, to the extent of prior ordinary gain, ordinary loss for the increase or decrease in market value for such taxable year.

If we are treated as a passive foreign investment company, we do not plan to provide information necessary for the U.S. holder to make a “qualified electing fund” election.

The above summary is not intended to constitute a complete analysis of all tax consequences relating to the ownership of equity shares or ADSs. You should consult your own tax advisor concerning the tax consequences to you based on your particular situation.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OF EQUITY SHARES OR ADSS. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR CONCERNING THE TAX CONSEQUENCES TO YOU BASED ON YOUR PARTICULAR SITUATION.

10.F.Dividends and paying agents

Not applicable.

10.G.Statements by experts

Not applicable.

10.H.Documents on display

This report and other information filed or to be filed by us can be inspected and copied at the public reference facilities maintained by the SEC at Room 1200, 450 Fifth Street, Washington, DC, U.S.A. These reports and other information may also be accessed via the SEC’s website atwww.sec.gov.

Additionally, documents referred to in this Form 20-F may be inspected at our corporate office, which is located at 7-1-27, Ameerpet,8-2-337, Road No. 3, Banjara Hills, Hyderabad, 500016,500 034, India.

10.I.Subsidiary information

Not applicable.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss of future earnings or fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our group treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and we do regular reconciliations of our positions with our counter-parties. In addition, internal audits of the treasury function are performed at regular intervals.

Components of Market Risk

Foreign Exchange Rate Risk

Our exchange risk arises from our foreign operations, foreign currency revenues and expenses (primarily in U.S. dollars, BritishU.K. pounds sterling and euros)Euros) and foreign currency borrowings in U.S. dollars, Russian roubles and euros.Euros. A significant portion of our revenues are in these foreign currencies, while a significant portion of our costs are in Indian rupees. As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, our revenues measured in rupees may decrease. The exchange rate between the Indian rupee and these foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future. Consequently, we use both derivative and non-derivative financial instruments, such as foreign exchange forward and option contracts and foreign currency financial liabilities, to mitigate the risk of changes in foreign currency exchange rates based uponin respect of our highly probable forecasted cash flowstransactions, firm commitments and trade receivables.

recognized assets and liabilities.

As of March 31, 2010,2012, we had Indian rupee/U.S. dollar and Indian rupee/Euro forward and option contracts to sell in the amount of U.S.$166 million.265 million and EUR 10 million respectively. As of March 31, 2010,2012, we also had outstanding Indian rupee/U.S. dollar foreign currency options,forward and option contracts, which are classified as cash flow hedges, of U.S.$414599 million.

Sensitivity Analysis of Exchange Rate Risk

Risk.

As a result of our forward and option contracts, a 10% decrease/increase in the respective exchange rates of each of the currencies underlying such contracts would have resulted in an approximately Rs.1,888LOGO 2,611 million increase/decrease in our total equityhedging reserve and an approximately Rs.746LOGO 1,310 million increase/decrease in our net profit as at March 31, 2010.

2012.

For a detailed analysis of our foreign exchange rate risk, please refer to Note 32 in our consolidated financial statements.

Commodity Rate Risk

Our exposure to market risk with respect to commodity prices primarily arises from the fact that we are a purchaser and seller of active pharmaceutical ingredients and the components for such active pharmaceutical ingredients. These are commodity products whose prices can fluctuate sharply over short periods of time. The prices of our raw materials generally fluctuate in line with commodity cycles, though the prices of raw materials used in our active pharmaceutical ingredients business are generally more volatile. Raw material expense forms the largest portion of our operating expenses. We evaluate and manage our commodity price risk exposure through our operating procedures and sourcing policies.

We do not use any derivative financial instruments or futures contracts to hedge our exposure to fluctuations in commodity prices.

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Interest Rate Risk

As of March 31, 20102012, we had foreign currency loans ofLOGO 23,334 carrying a loan of Euros 141 million at anfloating interest rate of LIBOR plus 100-150 bps and Euribor plus 70 basis points and a loan of $7.8 million at an interest rate of Libor plus 70 basis points.135 bps. These loans expose us to risks of changes in interest rates, particularly Euribor.rates. Our treasury department monitors the interest rate movement and manages the interest rate risk based on its policies, which include entering into interest rate swaps as considered necessary. As of March 31, 2010,2012, we had not entered into any interest rate swapswaps to hedge our interest rate risk due to the favorable terms of our debt instruments then outstanding. Our investments in bank fixed deposits and short-term liquid mutual funds are for short term periods and accordingly do not expose us to significant interest rate risk.

Interest Rate ProfileProfile..

An

The interest rate profile of our short term borrowings from banks is as follows:

   As at March 31,
   2012 2011

Rupee borrowings

   8.75%

Borrowings on transfer of receivables

  7.75% LIBOR+75-100 bps

Foreign currency borrowings

  LIBOR+100 to 150 bps LIBOR+50 to 175 bps
  EURIBOR + 135 bps EURIBOR+50 to 100 bps
  8.35% to 20% 5% to 8%

The interest rate profile of our long-term debtloans and borrowings is given below:

             
  For the Year Ended March 31,
  2010 2009 2008
Foreign Currency Loans Euribor +70bps and
Libor +70 bps
 Euribor +70bps or
Libor +70 bps
 Euribor +70-200 bps or
Libor +70 bps
Rupee Term Loans*  2%  2%  2%
*Loan received at a subsidized rate of interest from Indian Renewable Energy Development Agency Limited promoting use of alternative sources of energy.
as follows:

   As at March 31,
   2012 2011

Rupee borrowings

   

Foreign currency borrowings

  LIBOR+145 bps 

Bonus debentures

  9.25% 9.25%

Maturity profileprofile..

The aggregate maturities of interest-bearing loans and borrowings, based on contractual maturities, as of March 31, 20102012 are as follows:

                 
  (Amounts in Rs. millions) 
    
Maturing in the     Foreign  Obligation    
year ending Rupee term  currency  under finance    
March 31, loan  loan  lease  Total 
2011  1   3,690   15   3,706 
2012     5,148   8   5,156 
2013        8   8 
2014        8   8 
2015        9   9 
Thereafter        204   204 
             
  Rs.1  Rs.8,838  Rs.252  Rs.9,091 
             
Counter-Party Risk

Maturing in the year ending

March 31,

  Foreign
currency loan
   Obligation under
finance lease
   Debentures   Total 
   (Amounts inLOGO millions) 

2013

   —      LOGO  31     —      LOGO  31  

2014

   —       16    LOGO  5,078     5,094  

2015

  LOGO  2,798     11     —       2,809  

2016

   5,597     12     —       5,609  

2017

   2,798     11     —       2,809  

Thereafter

   —       210     —       210  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  LOGO  11,193    LOGO  291    LOGO  5,078    LOGO  16,562  
  

 

 

   

 

 

   

 

 

   

 

 

 

Counter-party risk encompasses settlement risk on derivative contracts and credit risk on cash and time deposits.term deposits (i.e., certificates of deposit). Exposure to these risks is closely monitored and kept within predetermined parameters. Our group treasury department does not expect any losses from non-performance by these counter-parties.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A.

A. Debt securitiesSecurities.

As at March 31, 2012, we had outstanding 1,015,516,392 bonus debentures carrying a face value ofLOGO 5 each. These debentures mature in March 2014, at which time we must redeem them for cash in an amount equal to the face value ofLOGO 5 each plus unpaid interest, if any. These debentures are listed and traded in India only on the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). For additional details, please see Item 8.a. above under the heading “Dividend Policy — Bonus Debentures

Not applicable.
12.B. ”.

B. Warrants and rights

Rights.

Not applicable.

12.C. 

C. Other securities

Securities.

Not applicable.

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12.D. D. American Depositary Shares
Shares.

Fees and Charges for Holders of American Depositary Shares

J.P. Morgan Chase Bank, N.A., as the depositary for our ADSs (the “Depositary”), collects fees for the issuance and cancellation of ADSs from the holders of our ADSs, or intermediaries acting on their behalf, against the deposit or withdrawal of ordinary shares in the custodian account. The depositary also collects the following fees from holders of ADRs or intermediaries acting in their behalf:

Category

(as defined by SEC)

  

Depositary actions

  

Associated Fee

(a) Depositing or substituting the

underlying shares

  

Issuing ADSs upon deposits of shares, including deposits and issuances in respect of share distributions, stock splits, rights, mergers, exchanges of securities or any other transaction or event or other distribution affecting the ADSs or the deposited shares.

  U.S.$5.00 for each 100 ADSs (or portion thereof) evidenced by the new shares deposited.

(b) Receiving or distributing
dividends

  

Distribution of dividends.

  

U.S.$0.02 or less per ADSs (U.S.

(U.S.$2.00 per 100 ADSs).

(c) Selling or exercising rights

  

Distribution or sale of securities.

  

U.S.$5.00 for each 100 ADSs (or portion thereof), the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities.

Category

(as defined by SEC)

  

Depositary actions

  

Associated Fee

(d) Withdrawing an underlying

security

  Acceptance of ADSs surrendered for withdrawal of deposited shares.  U.S.$5.00 for each 100 ADSs (or portion thereof) evidenced by the shares withdrawn.

(e) Transferring, splitting or
grouping receipts

  Transfers, combining or grouping of depositary receipts.  U.S.$1.50 per ADS.

(f) General depositary services, particularly those charged on an annual basis.

  Other services performed by the depositary in administering the ADSs.  U.S.$0.02 per ADS (or portion thereof) not more than once each calendar year.

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(g) Other

  
Category
(as defined by SEC)Depositary actionsAssociated Fee
(g) Other

Expenses incurred on behalf of holders in connection with:

  The amount of such expenses incurred by the Depositary.
  

        compliance with foreign exchange control regulations or any law or regulation relating to foreign investment;

  
  

        the depositary’s or its custodian’s compliance with applicable law, rule or regulation;

  
  

        stock transfer or other taxes and other governmental charges;

  
  

        cable, telex, facsimile transmission/delivery;

  
  

        expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency); or

  
  

        any other charge payable by depositary or its agents.

  

As provided in the Deposit Agreement, the Depositary may charge fees for making cash and other distributions to holders by deduction from distributable amounts or by selling a portion of the distributable property. The Depositary may generally refuse to provide services until its fees for those services are paid.

Fees made by Depositary to the Companyus

Direct Payments

The Depositary has agreed to reimburse certain reasonable expenses related to the Company’sour ADS program and incurred by us in connection with the program. In the year ended March 31, 2010,2012, the Depositary did not reimbursereimbursed us for anyan amount of U.S.$304,348.06 towards such amounts.expenses. The amounts the depositaryDepositary reimburses are not related to the fees collected by the depositaryDepositary from ADS holders. Under certain circumstances, including termination of our ADS program prior to May 11, 2015, we are required to repay to the Depositary amounts reimbursed in prior periods. The table below sets forth the types of expenses that the Depositary has agreed to reimburse us for and the amounts reimbursed during the fiscal year ended March 31, 2010.

2012.

Category of Expenses

  
Category of ExpensesAmount Reimbursed  during
the Year Ended March 31, 20102012
 

Legal and accounting fees incurred in connection with preparation of Form 20-F and ongoing SEC compliance and listing requirements

U.S.$304,348.06

Listing fees

 None
  
Listing fees

Investor relations

 None
  
Investor

Advertising and public relations

 None
  
Advertising and public relations

Broker reimbursements

 None
  
Broker reimbursements(1)
None

(1)Broker reimbursements are fees payable to Broadridge Financial Solutions, Inc. and other service providers for the distribution of hard copy materials to beneficial ADS holders in the Depositary Trust Company. Corporate material includes information related to shareholders’ meetings and related voting instruction cards.

121


Indirect Payments

As part of its service to us, the Depositary has agreed to waive fees for the standard costs associated with the administration of our ADS program, associated operating expenses and investor relations advice which are estimated to total U.S.$300,000. The Depositary has also paid the following expenses on our behalf: U.S.$313,156.47.99,699.12. Under certain circumstances, including termination of our ADS program prior to May 11, 2015, we are required to repay to the Depositary amounts waived and/or expenses paid in prior periods. The table below sets forth the fees that the Depositary has agreed to waive and/or expenses that the Depositary has paid during the year ended March 31, 2010.

2012.

Category Expenses

  
Category Expenses

Amount Reimbursed during the Year Ended March 31, 20102012

Third-party expenses paid directly

  

U.S.$38,00076,000 towards NYSE listing fee and U.S.$275,156.4723,699.12 towards broker reimbursements(1), postage, printing and Depositary Trust Company report feesfees.

Fees waived

  
Fees waived

Up to U.S.$300,000 per year.

(1)

Broker reimbursements are fees payable to Broadridge Financial Solutions, Inc. and other service providers for the distribution of hard copy materials to beneficial ADS holders in the Depositary Trust Company. Corporate material includes information related to shareholders’ meetings and related voting instruction cards.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Modification in the rights of security holders

None.

Use of Proceeds

In November 2006, we completed a public offering of our American Depositary Shares (“ADS”) to investors. The offering consisted of 14,300,000 ADSs representing 14,300,000 equity shares having a par value of Rs.5LOGO 5 each, at an offer price of U.S.$16.00 per ADS. The proceeds of the offering (including sales pursuant to the underwriters’ over-allotment option, but prior to the underwriting discount and commissions and expenses of the offering) were U.S.$228.8 million. We paid underwriting discounts and commission of approximately U.S.$4.0 million. Accordingly, the net proceeds from the offering after underwriting discounts and commissions was approximately U.S.$224.8 million. None of the net proceeds from the public offering were paid, directly or indirectly, to any of our directors, officers or general partners or any of their associates, or to any persons owning ten percent or more of any class of our equity securities, or any affiliates.

Out of the total net proceeds of U.S.$224.8 million that was raised, U.S.$23.9 million was utilized in the year ended March 31, 2007. Out of the balance proceeds of U.S.$200.9 million (Rs.8,733(LOGO 8,733 million), Rs.2,725LOGO 2,725 million was utilized during the year ended March 31, 2008 to meet our working capital and capital expenditure requirements.

The remaining proceeds of Rs.6,008LOGO 6,008 million were utilized for working capital requirements and funding the business acquisitions made by us during the year ended March 31, 2009.

ITEM 15. CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 20-F, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective, as of March 31, 2010,2012, to provide reasonable assurance that the information required to be disclosed in filings and submissions under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.

122


(b)Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC, internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

Our internal control over financial reporting is supported by written policies and procedures, that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of March 31, 20102012 based on criteria established in Internal Control — Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of March 31, 2010.

2012.

The effectiveness of our internal control over financial reporting as of March 31, 20102012 has been audited by KPMG, the independent registered public accounting firm that audited our financial statements, as stated in their report, a copy of which is included in this annual report on Form 20-F.

/s/ G. V. Prasad

  

/s/ Umang Vohra

Vice-Chairman and Chief Executive Officer

  

Chief Financial Officer

 

123


(c)Attestation Report of the Registered Public Accounting Firm.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Dr. Reddy’s Laboratories Limited:

We have audited Dr. Reddy’s Laboratories Limited’s (“the Company”) internal control over financial reporting as of March 31, 2010,2012, based on criteria established inInternal Control Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’sDr. Reddy’s Laboratories Limited’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’smanagement’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by International Accounting Standards Board (IFRS). A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Dr. Reddy’sDr.Reddy’s Laboratories Limited maintained, in all material respects, effective internal control over financial reporting as of March 31, 2010,2012, based on criteria established inInternal Control Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of Dr. Reddy’s Laboratories Limited and subsidiaries as of March 31, 20102012 and 2009,2011, and the related consolidated income statements, statements of comprehensive income/ (loss),income, changes in equity and cash flows for each of the years in the three-yearthree year period ended March 31, 2010,2012, and our report dated September 21, 2010July 17, 2012 expressed an unqualified opinion on those consolidated financial statements.

KPMG

Hyderabad, India.

September 21, 2010

124July 17, 2012


ITEM 16. [RESERVED]

ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT

The Audit Committee of our Board of Directors is entirely composed of independent directors and brings in expertise in the fields of finance, economics, human resource development, strategy and management. Please see “Item 6. Directors, Senior Management and Employees” for the experience and qualifications of the members of the Audit Committee of our Board of Directors. As of March 31, 2010, no member of the Audit Committee of ourOur Board of Directors met the requirements to behas determined that Mr. Sridar Iyengar is an audit committee financial expert under the SEC definition. We believe that the combined knowledge, skillsas defined in Item 401(h) of Regulation S-K, and experience of the Board of Directors and their authorityis independent pursuant to engage outside experts as they deem appropriate to provide them with advice on the matters related to their responsibilities, enable them, as a group, to act effectively in the fulfillment of their tasks and responsibilities required under the Sarbanes-Oxley Act of 2002.

applicable NYSE rules.

ITEM 16.B. CODE OF ETHICS

We have adopted a code of business ethics applicable to our executive officers, directors and all other employees. This code has been revised, updated and adopted effective as of May 7, 2008. The code is also available on our corporate website, athttp://www.drreddys.com/media/investors/pdf/cobe_booklet_2008.pdfcobe-booklet-2011.pdf. Information contained in our website, www.drreddys.com, is not part of this Annual Report and no portion of such information is incorporated herein. Any waivers of this code for executive officers or directors will be disclosed through furnishing a Form 6-K to the SEC. In addition, the Audit Committee of our Board of Directors has approved a whistleblower policy, which functions in coordination with our code of business ethics and provides an anonymous means for employees and others to communicate with various designated personnel, including the Audit Committee of our Board of Directors.

ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth for the years ended March 31, 2010, 20092012, 2011 and 2008,2010, the fees paid to our principal accountant and its associated entities for various services they provided us in these periods.

                 
  Year Ended    
Type of Service March 31, 2010  March 31, 2009  March 31, 2008  Description of Services 
  (Rs. in millions)     
Audit fees Rs.58.60  Rs.57.28  Rs.44.83  Audit and review of financial statements 
Audit related fees        8.20  Financial and tax due diligence services 
Tax fees  5.05   1.46   0.75  Tax returns filing and transfer pricing related services 
All other fees  2.37   0.11   2.39  Statutory certifications, subscription to databases, etc. 
              
Total Rs.66.02  Rs.58.85  Rs.56.17     
              
The

   Year Ended    

Type of Service

  March 31, 2012   March 31, 2011   March 31, 2010   Description of Services
   (LOGO in millions)    

Audit fees

  LOGO  67.42    LOGO  61.36    LOGO  58.60    Audit and review of financial statements

Tax fees

   3.16     2.93     5.05    Tax returns filing and transfer pricing related services

All other fees

   2.45     1.45     2.37    Statutory certifications and related services.

Total

  LOGO  73.03    LOGO  65.74    LOGO  66.02    

In accordance with the requirement of the charter of the Audit Committee of our Board of Directors, requires us to takewe obtain the prior approval of the Audit Committee on every occasion we engage our principal accountants or their associated entities to provide us any non-audit services. We disclose to the Audit Committee of our Board of Directors the nature of services that are provided and the fees to be paid for the services. The fees listed in the above table as “Tax fees” and “All other fees” were approved by the Audit Committee of our Board of Directors.

ITEM 16.D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

We have not sought any exemption from the listing standards for audit committees applicable to us as a foreign private issuer.

ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

During the year ended March 31, 2010,2012, there was no purchase made by or on behalf of us or any affiliated purchaser of shares of any class of our securities that are registered by us pursuant to Section 12 of the Exchange Act.

ITEM 16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

 

ITEM 16G.CORPORATE GOVERNANCE

125


ITEM 16G. CORPORATE GOVERNANCE
Companies listed on the New York Stock Exchange (“NYSE”) must comply with certain standards regarding corporate governance as codified in Section 303A of the NYSE’s Listed Company Manual. Listed companies that are foreign private issuers (as such term is defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are permitted to follow home country practice in lieu of the provisions of Section 303A, except that such companies are required to comply with the requirements of Sections 303A.06, 303A.11 and 303A.12(b) and (c), which are as follows:

(i)

establish an independent audit committee that has specified responsibilities;

(ii)

provide prompt certification by its chief executive officer of any non-compliance with any corporate governance rules;

(iii)

provide periodic written affirmations to the NYSE with respect to its corporate governance practices; and

(iv)

provide a brief description of significant differences between its corporate governance practices and those followed by U.S. companies.

The following table compares our principal corporate governance practices to those required of U.S. NYSE listed companies.

Standard for U.S. NYSE Listed Companies

  

Our practice

Listed companies must have a majority of “independent directors,” as defined by the NYSE.

  

We comply with this standard. SevenEight of our teneleven directors are “independent directors,” as defined by the NYSE.

The non-management directors of each listed company must meet at regularly scheduled executive sessions without management.

  

We comply with this standard. Our non-management directors meet periodically without management directors in scheduled executive sessions.

Listed companies must have a nominating/corporate governance committee composed entirely of independent directors. The nominating/corporate governance committee must have a written charter that is made available on the listed company’s website and that addresses the committee’s purpose and responsibilities, subject to the minimum purpose and responsibilities established by the NYSE, and an annual evaluation of the committee.

  

We have a Nomination, Governance and Compensation

Committee composed entirely of independent directors which meets these requirements. The committee has a written charter that meets these requirements. We do not have a practice of evaluating the performance of the Nomination, Governance and Compensation Committee.

Listed companies must have a compensation committee composed entirely of independent directors. The compensation committee must have a written charter that is made available on the listed company’s website and that addresses the committee’s purpose and responsibilities, subject to the minimum purpose and responsibilities established by the NYSE, and an annual evaluation of the committee.

  

We have a Nomination, Governance and Compensation Committee composed entirely of independent directors which meetsmeet these requirements. The committee has a written charter that meets these requirements. We do not have a practice of evaluating the performance of our Nomination, Governance and Compensation Committee.

Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act

  

Our Audit Committee satisfies the requirements of Rule 10A-3 under the Exchange Act.

The audit committee must have a minimum of three members all being independent directors. The audit committee must have a written charter that is made available on the listed company’s website and that addresses the committee’s purpose and responsibilities, subject to the minimum purpose and responsibilities established by the NYSE, and an annual evaluation of the committee.

  

We have an Audit Committee composed of threefour members, all being independent directors. The committee has a written charter that meets these requirements. We also have an internal audit function. We do not have a practice of evaluating the performance of our Audit Committee.

126


Standard for U.S. NYSE Listed CompaniesOur practice

Each listed company must have an internal audit function.

  

We have an internal audit function.

Standard for U.S. NYSE Listed Companies

  

Our practice

Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exceptions.

  

We comply with this standard. Our Employee Stock Option Plan wasPlans were approved by our shareholders.

Listed companies must adopt and disclose corporate governance guidelines.

  

We have not adopted corporate governance guidelines.

All listed companies, U.S. and foreign, must adopt and disclose a code of business conduct and ethics for directors, officers and employees that is made available on the listed company’s website and, and promptly disclose any waivers of the code for directors or executive officers.

  

We comply with this standard. More details on our Code of Business Conduct and Ethics are given under Item 16.B.

Listed foreign private issuers must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listing standards.

  

This requirement is being addressed by way of this table.

Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards, qualifying the certification to the extent necessary.

  

We do not have such a practice.

Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A.

  

There have been no such instances.

Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation each time that any of the following occurs:

  

We filed our most recent annual written affirmation, in the form specified by NYSE, on July 7, 2009.22, 2011. We also filed an interim written affirmation on September 16, 2011, upon the addition of one member to our Audit Committee.

        an audit committee member who was deemed independent is no longer independent;

  

      a member has been added to the audit committee;

  

        the listed company or a member of its audit committee is eligible to rely on and is choosing to rely on a Securities Exchange Act Rule 10A-3 (“Rule 10A-3”) exemption;

  

        the listed company or a member of its audit committee is no longer eligible to rely on or is choosing to no longer rely on a previously applicable Rule 10A-3 exemption;

  

        a member has been removed from the listed company’s audit committee resulting in the company no longer having a Rule 10A-3 compliant audit committee; or

  

        the listed company determined that it no longer qualifies as a foreign private issuer and will be considered a domestic company under Section 303A.

  

The annual and interim Written Affirmations must be in the form specified by the NYSE.

  

127


PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The following financial statement and auditor’s report for the year ended March 31, 20102012 are incorporated herein by reference and are included in this Item 18 of this report on Form 20-F:

Item 19. EXHIBITS

 

Exhibit Number

  

Description of Exhibits

  Footnotes
  1.1.  Memorandum and Articles of Association of the Registrant dated February 4, 1984.  (1)(3)(5)
  1.2.
  Certificate of Incorporation of the Registrant dated February 24, 1984.  (1)(3)
  1.3.  Amended Certificate of Incorporation of the Registrant dated December 6, 1985.  (1)(3)
  1.4.  Amendment to Memorandum and Articles of Association of the Registrant dated June 12, 2009 (regarding an increase in our authorized share capital pursuant to the amalgamation of Perlecan Pharma Private Limited into Dr. Reddy’s Laboratories Limited, its parent company).  (6)
  1.5.  Amendment to Memorandum and Articles of Association of the Registrant dated July 19, 2010 Order of the Hon’bl High Court of Andhra Pradesh, India dated July 19, 2010 (regarding Amendment to Memorandum and Articles of Association of the Registrant and capitalization or utilization of undistributed profit or retained earnings or security premium account or any other reserve or fund in connection with our bonus debentures).  (8)
  2.1.
 
  Form of Deposit Agreement, including the form of American Depositary Receipt, among Registrant, Morgan Guaranty Trust Company as Depositary, and holders from time to time of American Depositary Receipts Issued there under, including the form of American Depositary.  (1)
  2.2.
 
  Order of the Hon’bl High Court of Andhra Pradesh, India dated July 19, 2010 (regarding capitalization or utilization of undistributed profit or retained earnings or security premium account or any other reserve or fund in connection with our bonus debentures).  (8)
  2.3.
 
  Scheme of Arrangement between the Registrant and its members for issue of bonus debentures, including Notice of Meeting of Members to approve same dated April 29, 2010 and Explanatory Statement dated April 29, 2010.  (8)
  2.4.  Debenture Trust Deed dated March 16, 2011 between the Registrant and IDBI Trusteeship Services Limited (regarding trustee services for our bonus debentures).  (8)
  2.5.  Liquidity Facility Services Agreement dated April 2, 2011 between the Registrant and DSP Merill Lynch Capital Limited (regarding liquidity facility for our bonus debentures).  (8)
  4.1.  Agreement by and between Dr. Reddy’s Laboratories Limited and Dr. Reddy’s Research Foundation regarding the undertaking of research dated February 27, 1997.  (1)
  4.2.  Dr. Reddy’s Laboratories Limited Employee Stock Option Scheme, 2002.  (2)
  4.3.  Sale and Purchase Agreement Regarding the Entire Share Capital of Beta Holding GmbH dated February 15th/16th 2006  (4)
  4.4.  Dr. Reddy’s Employees ADR Stock Option Scheme, 2007.  (7)
  8.  List of subsidiaries of the Registrant.  
23.1  Consent of Independent Registered Public Accounting Firm  
99.1  Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  
99.2  Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  
99.3  Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  
99.4  Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  

128

(1)

Previously filed on March 26, 2001 with the SEC along with Form F-1

(2)

Previously filed on October 31, 2002 with the SEC along with Form S-8.

(3)

Previously filed with the Company’s Form 20-F for the fiscal year ended March 31, 2003.


(4)

Previously filed with the Company’s Form 20-F/A for the fiscal year ended March 31, 2006 pursuant to a request for confidential treatment.

(5)

Previously filed with the Company’s Form 20-F for the fiscal year ended March 31, 2006.

(6)

Previously filed with the Company’s Form 20-F for the fiscal year ended March 31, 2010.

(7)

Previously filed on March 5, 2007 with the SEC along with Form S-8.

(8)

Previously filed with the Company’s Form 20-F for the fiscal year ended March 31, 2011.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20–F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

DR. REDDY’S LABORATORIES LIMITED
By:

/s/ G.V. Prasad

G.V. Prasad
Vice Chairman and Chief Executive Officer
By:/s/ Umang Vohra
Umang Vohra
Chief Financial Officer

Hyderabad, India

July 17, 2012

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Dr. Reddy’s Laboratories Limited:

We have audited the accompanying consolidated statement of financial position of Dr. Reddy’s Laboratories Limited and subsidiaries (“the Company”) as of March 31, 20102012 and 20092011 and the related consolidated income statements, statements of comprehensive income/ (loss),income, changes in equity and cash flows for each of the years in the three-year period ended March 31, 2010.2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Dr. Reddy’sDr.Reddy’s Laboratories Limited and subsidiaries as of March 31, 20102012 and 2009,2011, and the results of theirits operations and theirits cash flows for each of the years in the three yearthree-year period ended March 31, 2010,2012, in conformity with International Financial Reporting Standards as issued by International Accounting Standards Board (IFRS).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Dr. Reddy’s Laboratories Limited’sLimited internal control over financial reporting as of March 31, 2010,2012, based on criteria established inInternal Control –Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 21, 2010July 17, 2012 expressed an unqualified opinion on the effectiveness of Dr. Reddy’s Laboratories Limited’s internal control over financial reporting.

KPMG

Hyderabad, India

September 21, 2010

F-1July 17, 2012


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in millions, except share and per share data)

                 
      As of 
Particulars Note  March 31, 2010  March 31, 2010  March 31, 2009 
      Unaudited         
      convenience         
      translation into         
      U.S.$(See Note 2.d)         
ASSETS
                
Current assets
                
Cash and cash equivalents  15  U.S.$146  Rs.6,584  Rs.5,596 
Other investments  11   80   3,600   530 
Trade receivables, net  13   266   11,960   14,592 
Inventories  12   297   13,371   13,226 
Derivative financial instruments  31   13   573    
Current tax assets      12   530   58 
Other current assets  14   121   5,445   5,008 
              
Total current assets
     U.S.$936  Rs.42,063  Rs.39,010 
              
Non-current assets
                
Property, plant and equipment  7   500   22,459   20,882 
Goodwill  8   48   2,174   7,300 
Other intangible assets  9   262   11,799   14,879 
Investment in equity accounted investees  10   7   310   262 
Deferred income tax assets  28   29   1,282   1,259 
Other non-current assets  14   5   243   200 
              
Total non-current assets
     U.S.$851  Rs.38,267  Rs.44,782 
              
Total assets
     U.S.$1,787  Rs.80,330  Rs.83,792 
              
LIABILITIES AND EQUITY
                
Current liabilities
                
Trade payables  23  U.S.$207  Rs.9,322  Rs.5,987 
Derivative financial instruments  31         332 
Current income tax liabilities      32   1,432   632 
Bank overdraft  15   1   39   218 
Short-term borrowings  18   124   5,565   5,850 
Long-term borrowings, current portion  18   82   3,706   3,501 
Provisions  22   24   1,094   1,928 
Other current liabilities  24   175   7,864   8,105 
              
Total current liabilities
     U.S.$646  Rs.29,022  Rs.26,553 
              
Non-current liabilities
                
Long-term loans and borrowings, excluding current portion  18  U.S.$120  Rs.5,385  Rs.10,132 
Provisions  22   1   39   42 
Deferred tax liabilities  28   61   2,720   4,670 
Other liabilities  24   6   249   350 
              
Total non-current liabilities
     U.S.$187  Rs.8,393  Rs.15,194 
              
Total liabilities
     U.S.$832  Rs.37,415  Rs.41,747 
              

       As of 

Particulars

  Note   March 31, 2012   March 31, 2012   March 31, 2011 
       Unaudited convenience
translation into U.S.$
(See Note 2.d)
         

ASSETS

        

Current assets

        

Cash and cash equivalents

   15    U.S.$145    LOGO  7,379    LOGO   5,729  

Other investments

   11     212     10,773     33  

Trade receivables, net

   13     498     25,339     17,615  

Inventories

   12     380     19,352     16,059  

Derivative financial instruments

   31     0     7     784  

Current tax assets

     11     584     442  

Other current assets

   14     128     6,518     6,931  
    

 

 

   

 

 

   

 

 

 

Total current assets

    U.S.$1,375    LOGO  69,952    LOGO   47,593  
    

 

 

   

 

 

   

 

 

 

Non-current assets

        

Property, plant and equipment

   7    U.S.$653    LOGO  33,246    LOGO  29,642  

Goodwill

   8     43     2,208     2,180  

Other intangible assets

   9     222     11,321     13,066  

Investment in equity accounted investees

   10     7     368     313  

Deferred income tax assets

   28     39     1,965     1,935  

Other non-current assets

   14     8     417     276  
    

 

 

   

 

 

   

 

 

 

Total non-current assets

    U.S.$973    LOGO  49,525    LOGO   47,412  
    

 

 

   

 

 

   

 

 

 

Total assets

    U.S.$2,348    LOGO  119,477    LOGO   95,005  
    

 

 

   

 

 

   

 

 

 

LIABILITIES AND EQUITY

        

Current liabilities

        

Trade payables

   23    U.S.$187    LOGO  9,502    LOGO  8,480  

Derivative financial instruments

   31     36     1,830     —    

Current income tax liabilities

     13     682     1,231  

Bank overdraft

   15     —       —       69  

Short-term borrowings

   18     311     15,844     18,220  

Long-term borrowings, current portion

   18     1     31     12  

Provisions

   22     38     1,926     1,314  

Other current liabilities

   24     268     13,645     11,689  
    

 

 

   

 

 

   

 

 

 

Total current liabilities

    U.S.$854    LOGO  43,460    LOGO   41,015  
    

 

 

   

 

 

   

 

 

 

Non-current liabilities

        

Long-term loans and borrowings, excluding current portion

   18    U.S.$321    LOGO  16,335    LOGO  5,271  

Provisions

   22     1     47     41  

Deferred tax liabilities

   28     22     1,132     2,022  

Other liabilities

   24     21     1,059     666  
    

 

 

   

 

 

   

 

 

 

Total non-current liabilities

    U.S.$365    LOGO  18,573    LOGO   8,000  
    

 

 

   

 

 

   

 

 

 

Total liabilities

    U.S.$1,219    LOGO   62,033    LOGO   49,015  
    

 

 

   

 

 

   

 

 

 

The accompanying notes form an integral part of these consolidated financial statements.

F-2


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in millions, except share and per share data)

                 
     As of 
Particulars Note  March 31, 2010  March 31, 2010  March 31, 2009 
      Unaudited         
      convenience         
      translation into         
      U.S.$(See Note 2.d)         
Equity
                
Share capital  16  U.S.$19  Rs.844  Rs.842 
Equity shares held by controlled trust         (5)  (5)
Share premium      454   20,429   20,204 
Share based payment reserve      15   692   676 
Retained earnings      401   18,035   18,305 
Other components of equity      65   2,920   2,023 
Total equity attributable to:
                
              
Equity holders of the Company     U.S.$955  Rs.42,915  Rs.42,045 
              
Non-controlling interests             
              
Total equity
     U.S.$955  Rs.42,915  Rs.42,045 
              
Total liabilities and equity
     U.S.$1,787  Rs.80,330  Rs.83,792 
              

       As of 

Particulars

  Note   March 31, 2012  March 31, 2012  March 31, 2011 
       

Unaudited

convenience

translation into U.S.$

(See Note 2.d)

       

Equity

      

Share capital

   16    U.S.$17   LOGO   848   LOGO   846  

Share premium

     411    20,934    20,683  

Other components of equity

     47    2,403    3,326  

Share based payment reserve

     16    800    730  

Equity shares held by controlled trust

     (0  (5  (5

Retained earnings

     621    31,599    20,391  

Debenture redemption reserve

     17    865    19  

Total equity attributable to:

      

Equity holders of the Company

    U.S.$1,129   LOGO  57,444   LOGO   45,990  

Non-controlling interests

     —      —      —    
    

 

 

  

 

 

  

 

 

 

Total equity

    U.S.$1,129   LOGO   57,444   LOGO   45,990  
    

 

 

  

 

 

  

 

 

 

Total liabilities and equity

    U.S.$2,348   LOGO   119,477   LOGO   95,005  
    

 

 

  

 

 

  

 

 

 

The accompanying notes form an integral part of these consolidated financial statements.

F-3


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

(in millions, except share and per share data)

                     
      For the year ended March 31, 
  Note  2010  2010  2009  2008 
      Unaudited             
      Convenience             
      Translation into             
      U.S.$(See Note 2.d.)             
                     
Revenues  25  U.S.$1,563  Rs.70,277  Rs.69,441  Rs.50,006 
Cost of revenues      755   33,937   32,941   24,598 
                 
Gross profit
     U.S.$808  Rs.36,340  Rs.36,500  Rs.25,408 
                 
                     
Selling, general and administrative expenses      501   22,505   21,020   16,835 
Research and development expenses      84   3,793   4,037   3,533 
Impairment loss on other intangible assets  9   77   3,456   3,167   3,011 
Impairment loss on goodwill  8   115   5,147   10,856   90 
Other (income)/expense, net  26   (13)  (569)  254   (402)
                 
Total operating expenses, net
     U.S.$764  Rs.34,332  Rs.39,334  Rs.23,067 
                 
                     
Results from operating activities
      45   2,008   (2,834)  2,341 
                     
Finance expense  27   (8)  (372)  (1,668)  (1,080)
Finance income  27   8   369   482   1,601 
                 
Finance (expense)/income, net
         (3)  (1,186)  521 
 
Share of profit of equity accounted investees, net of income tax  10   1   48   24   2 
                 
Profit/(loss) before income tax
      46   2,053   (3,996)  2,864 
Income tax (expense)/benefit  28   (22)  (985)  (1,172)  972 
                 
Profit/(loss) for the year
     U.S.$24  Rs.1,068  Rs.(5,168) Rs.3,836 
                 
Attributable to:
                    
Equity holders of the Company      24   1,068   (5,168)  3,846 
Non-controlling interests               (10)
                 
Profit/(loss) for the year
     U.S.$24  Rs.1,068  Rs.(5,168) Rs.3,836 
                 
Earnings/(loss) per share
  17                 
Basic     U.S.$0.14  Rs.6.33  Rs.(30.69) Rs.22.88 
Diluted     U.S.$0.14  Rs.6.30  Rs.(30.69) Rs.22.80 
                     
Weighted average number of equity shares used in computing earnings/(loss) per equity share
  17                 
Basic          168,706,977   168,349,139   168,075,840 
Diluted          169,615,943   168,349,139   168,690,774 

       For the year ended March 31, 
Particulars  Note   2012  2012  2011  2010 
       Unaudited
Convenience
Translation into
U.S.$ (See Note 2.d.)
          

Revenues

   25    U.S.$1,901   LOGO   96,737   LOGO   74,693   LOGO   70,277  

Cost of revenues

     853    43,432    34,430    33,937  
    

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

    U.S.$1,047   LOGO  53,305   LOGO   40,263   LOGO   36,340  
    

 

 

  

 

 

  

 

 

  

 

 

 

Selling, general and administrative expenses

     567    28,867    23,689    22,505  

Research and development expenses

     116    5,911    5,060    3,793  

Impairment loss on other intangible assets

   9     20    1,040    —      3,456  

Impairment loss on goodwill

   8     —      —      —      5,147  

Other (income)/expense, net

   26     (15  (765  (1,115  (569
    

 

 

  

 

 

  

 

 

  

 

 

 

Total operating expenses, net

    U.S.$689   LOGO   35,053   LOGO   27,634   LOGO   34,332  
    

 

 

  

 

 

  

 

 

  

 

 

 

Results from operating activities

    U.S.$359   LOGO   18,252   LOGO   12,629   LOGO   2,008  

Finance income

     24    1,227    173    369  

Finance expense

     (21  (1,067  (362  (372
    

 

 

  

 

 

  

 

 

  

 

 

 

Finance (expense)/income, net

   27    U.S.$3   LOGO  160   LOGO  (189 LOGO   (3
    

 

 

  

 

 

  

 

 

  

 

 

 

Share of profit of equity accounted investees, net of income tax

   10     1    54    3    48  
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit before income tax

    U.S.$363   LOGO   18,466   LOGO   12,443   LOGO   2,053  

Income tax expense

   28     (83  (4,204  (1,403  (985
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

    U.S.$280   LOGO   14,262   LOGO   11,040   LOGO   1,068  
    

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to:

       

Equity holders of the Company

     280    14,262    11,040    1,068  

Non-controlling interests

     —      —      —      —    

Profit for the year

    U.S.$280   LOGO   14,262   LOGO   11,040   LOGO   1,068  

Earnings per share

   17       

Basic

    U.S.$1.65   LOGO   84.16   LOGO   65.28   LOGO   6.33  

Diluted

    U.S.$1.65   LOGO   83.81   LOGO   64.95   LOGO   6.30  

Weighted average number of equity shares used in computing earnings per equity share

   17       

Basic

      169,469,888    169,128,649    168,706,977  

Diluted

      170,177,944    169,965,282    169,615,943  

The accompanying notes form an integral part of these consolidated financial statements.

F-4


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions, except share and per share data)

                 
  For the year ended March 31, 
  2010  2010  2009  2008 
  Unaudited             
  Convenience             
  Translation into             
  U.S.$(See Note 2.d.)             
Profit/(loss) for the year
 U.S.$24  Rs.1,068  Rs.(5,168) Rs.3,836 
Other comprehensive income/(loss)
                
Changes in fair value of available for sale financial instruments U.S.$  Rs.13  Rs.18  Rs.158 
Foreign currency translation adjustments  5   241   642   1,265 
Effective portion of changes in fair value of cash flow hedges, net  17   745   (227)  (10)
Income tax on other comprehensive income  (2)  (102)  32   (74)
             
Other comprehensive income/(loss) for the year, net of income tax
 U.S.$20 Rs.897  Rs.465  Rs.1,339 
             
Total comprehensive income/(loss) for the year
 U.S.$44 Rs.1,965  Rs.(4,703 Rs.5,175 
             
                 
Attributable to:
                
Equity holders of the Company  44   1,965   (4,703)  5,185 
Non-controlling interests           (10)
             
Total comprehensive income/(loss) for the year
 U.S.$44  Rs.1,965  Rs.(4,703) Rs.5,175 
             

   For the year ended March 31, 
Particulars  2012  2012  2011  2010 
   Unaudited Convenience
Translation into U.S.$
(See Note 2.d.)
          

Profit for the year

  U.S.$280   LOGO   14,262   LOGO   11,040   LOGO   1,068  

Other comprehensive income/(loss)

     

Changes in fair value of available for sale financial instruments

  U.S.$—     LOGO   2   LOGO   7   LOGO   13  

Foreign currency translation adjustments

   14    711    421    241  

Effective portion of changes in fair value of cash flow hedges, net

   (49  (2,496  37    745  

Income tax on other comprehensive income

   17    860    (59  (102
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income/(loss) for the year, net of income tax

  U.S.$(18 LOGO   (923 LOGO   406   LOGO   897  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year

  U.S.$262   LOGO   13,339   LOGO  11,446   LOGO  1,965  

Attributable to:

     

Equity holders of the Company

   262    13,339    11,446    1,965  

Non-controlling interests

   —      —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year

  U.S.$262   LOGO   13,339   LOGO   11,446   LOGO   1,965  
  

 

 

  

 

 

  

 

 

  

 

 

 

The accompanying notes form an integral part of these consolidated financial statements.

F-5


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in millions, except share and per share data)

                         
                  Foreign     
                  currency    
          Share  Fair value  translation  Hedging re- 
Particulars Share capital  premium  reserve  reserve  serve 
 Shares  Amount  Amount       
Balance as of April 1, 2007
  167,912,180  Rs.840  Rs.19,908  Rs.(125)  Rs.344    
Issue of equity shares on exercise of options  260,566   1   128             
Net change in fair value of other investments, net of tax expense of Rs.35           123       
Foreign currency translation differences, net of tax expense of Rs.42              1,223    
Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs. 3                 (7)
Share based payment expense                  
Dividend paid (including corporate dividend tax)                  
Profit/(loss) for the period                  
Acquisition of non-controlling interests                  
                   
Balance as of March 31, 2008
  168,172,746  Rs.841  Rs.20,036  Rs.(2) Rs.1,567  Rs.(7)
                   
                         
Balance as of April 1, 2008
  168,172,746  Rs.841  Rs.20,036  Rs.(2) Rs.1,567  Rs.(7)
Issue of equity share on exercise of options  296,031   1   168             
Net change in fair value of other investments, net of tax expense of Rs.5           13       
Foreign currency translation differences, net of tax expense of Rs.41              601    
Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.78                 (149)
Share based payment expense                  
Dividend paid (including corporate dividend tax)                  
Profit/(loss) for the period                  
Acquisition of non-controlling interests                  
                   
Balance as of March 31, 2009
  168,468,777  Rs.842  Rs.20,204  Rs.11  Rs.2,168  Rs.(156)
                   
                         
Balance as of April 1, 2009
  168,468,777  Rs.842  Rs.20,204  Rs.11  Rs.2,168  Rs.(156)
Issue of equity shares on exercise of options  376,608   2   225          
Net change in fair value of other investments, net of tax expense of Rs.-           13       
Foreign currency translation differences, net of tax benefit of Rs.150              391    
Effective portion of changes in fair value of cash flow hedges, net of tax expense of Rs. 252                 493 
Share based payment expense                  
Dividend paid (including corporate dividend tax)                  
Profit/(loss) for the period                  
Acquisition of non-controlling interests                  
                   
Balance as of March 31, 2010
  168,845,385  Rs.844  Rs.20,429  Rs.24  Rs.2,559  Rs.337 
                   
Convenience translation intoU.S. $
     19   454   1   57   7 
                   

Particulars

  Share capital   Share   Fair
value
  Foreign
currency
translation
   Hedging 
  Shares   Amount   premium   reserve  reserve   reserve 

Balance as of April 1, 2009

   168,468,777    LOGO  842    LOGO  20,204    LOGO  11   LOGO  2,168    LOGO  (156

Issue of equity share on exercise of options

   376,608     2     225       

Net change in fair value of other investments, net of tax expense ofLOGO

     —       —       13    —       —    

Foreign currency translation differences, net of tax benefit ofLOGO 150

   —       —       —       —      391     —    

Effective portion of changes in fair value of cash flow hedges, net of tax expense ofLOGO 252

   —       —       —       —      —       493  

Share based payment expense

   —       —       —       —      —      

Dividend paid (including corporate dividend tax)

   —       —       —       —      —       —    

Profit/(loss) for the period

   —       —       —       —      —       —    

Acquisition of non-controlling interests

   —       —       —       —      —       —    

Issuance of bonus debentures (including corporate dividend tax)

   —       —       —       —      —       —    

Debenture redemption reserve

   —       —       —       —      —       —    
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance as of March 31, 2010

   168,845,385    LOGO  844    LOGO  20,429    LOGO  24   LOGO  2,559    LOGO  337  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance as of April 1, 2010

   168,845,385    LOGO  844    LOGO  20,429    LOGO  24   LOGO  2,559    LOGO  337  

Issue of equity shares on exercise of options

   407,347     2     254     —      —       —    

Net change in fair value of other investments, net of tax expense ofLOGO

   —       —       —       7    —       —    

Foreign currency translation differences, net of tax expense ofLOGO 59

   —       —       —       —      362     —    

Effective portion of changes in fair value of cash flow hedges, net of tax expense ofLOGO

   —       —       —       —      —       37  

Share based payment expense

   —       —       —       —      —       —    

Dividend paid (including corporate dividend tax)

   —       —       —       —      —       —    

Profit/(loss) for the period

   —       —       —       —      —       —    

Acquisition of non-controlling interests

   —       —       —       —      —       —    

Issuance of bonus debentures (including corporate dividend tax)

   —       —       —       —      —       —    

Debenture redemption reserve

   —       —       —       —      —       —    
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance as of March 31, 2011

   169,252,732    LOGO  846    LOGO  20,683    LOGO  31   LOGO  2,921    LOGO  374  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance as of April 1, 2011

   169,252,732    LOGO  846    LOGO  20,683    LOGO  31   LOGO  2,921    LOGO  374  

Issue of equity shares on exercise of options

   307,614     2     251     —      —       —    

Net change in fair value of other investments, net of tax expense ofLOGO 3

   —       —       —       (1  —       —    

Foreign currency translation differences, net of tax benefit ofLOGO 106

   —       —       —       —      816     —    

Effective portion of changes in fair value of cash flow hedges, net of tax benefit ofLOGO 757

   —       —       —       —      —       (1,739

Share based payment expense

   —       —       —       —      —       —    

Dividend paid (including corporate dividend tax)

   —       —       —       —      —       —    

Profit/(loss) for the period

   —       —       —       —      —       —    

Transfer to general reserve

   —       —       —       —      —       —    

Acquisition of non-controlling interests

   —       —       —       —      —       —    

Issuance of bonus debentures (including corporate dividend tax)

   —       —       —       —      —       —    

Debenture redemption reserve

   —       —       —       —      —       —    
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance as of March 31, 2012

   169,560,346    LOGO  848    LOGO  20,934    LOGO  30   LOGO  3,737    LOGO  (1,365
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Convenience translation into U.S. $

     17     411     1    73     (27
    

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

The accompanying notes form an integral part of these consolidated financial statements.

F-6


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in millions, except share and per share data)

[Continued from above table, first column repeated]

                     
      Equity           
  Share  shares held           
  based  by a con-      Non-con-    
  payment  trolled  Retained  trolling    
Particulars reserve  trust*  earnings  interests  Total 
 Amount  Amount  Amount  Amount  Amount 
                     
Balance as of April 1, 2007
 Rs.565  Rs.(5) Rs.21,102  Rs.10  Rs.42,639 
Issue of equity shares on exercise of options  (114)           15 
Net change in fair value of other investments, net of tax expense of Rs.35              123 
Foreign currency translation differences, net of tax expense of Rs. 42              1,223 
Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs. 3              (7)
Share based payment expense  258            258 
Dividend paid (including corporate dividend tax)        (737)     (737)
Profit/(loss) for the period        3,846   (10)  3,836 
Acquisition of non-controlling interests               
                
Balance as of March 31, 2008
 Rs.709  Rs.(5) Rs.24,211  Rs.  Rs.47,350 
                
                     
Balance as of April 1, 2008
 Rs.709  Rs.(5) Rs.24,211     Rs.47,350 
Issue of equity share on exercise of options  (164)           5 
Net change in fair value of other investments, net of tax expense of Rs.5              13 
Foreign currency translation differences, net of tax expense of Rs.41              601 
Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.78              (149)
Share based payment expense  131            131 
Dividend paid (including corporate dividend tax)        (738)     (738)
Profit/(loss) for the period        (5,168)     (5,168)
Acquisition of non-controlling interests               
                
Balance as of March 31, 2009
 Rs.676  Rs.(5) Rs.18,305     Rs.42,045 
                
                     
Balance as of April 1, 2009
 Rs.676  Rs.(5) Rs.18,305     Rs.42,045 
Issue of equity shares on exercise of options  (210)           17 
Net change in fair value of other investments, net of tax expense of Rs.-              13 
Foreign currency translation differences, net of tax benefit of Rs.150              391 
Effective portion of changes in fair value of cash flow hedges, net of tax expense of Rs. 252              493 
Share based payment expense  226            226 
Dividend paid (including corporate dividend tax)        (1,233)     (1,233)
Profit/(loss) for the period        1,068      1068 
Acquisition of non-controlling interests        (105)     (105)
                
Balance as of March 31, 2010
 Rs.692  Rs.(5) Rs.18,035     Rs.42,915 
                
Convenience translation into U.S.$
 15      401      955 
                

Particulars

  Share
based
payment
reserve
  Equity
shares
held by a
controlled
trust
  Retained
earnings
  Debenture
redemption
reserve
   Non-controlling
interests
   Total 

Balance as of April 1, 2009

  LOGO  676   LOGO  (5 LOGO  18,305   LOGO  —      LOGO  —      LOGO  42,045  

Issue of equity share on exercise of options

   (210  —      —      —       —       17  

Net change in fair value of other investments, net of tax expense ofLOGO

   —      —      —      —       —       13  

Foreign currency translation differences, net of tax benefit ofLOGO 150

   —      —      —      —       —       391  

Effective portion of changes in fair value of cash flow hedges, net of tax expense ofLOGO 252

   —      —      —      —       —       493  

Share based payment expense

   226    —      —      —       —       226  

Dividend paid (including corporate dividend tax)

   —      —      (1,233  —       —       (1,233

Profit/(loss) for the period

   —      —      1,068    —       —       1,068  

Acquisition of non-controlling interests

   —      —      (105  —       —       (105

Issuance of bonus debentures (including corporate dividend tax)

   —      —      —      —       —       —    

Debenture redemption reserve

   —      —      —      —       —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2010

  LOGO  692   LOGO  (5 LOGO  18,035   LOGO  —      LOGO  —      LOGO  42,915  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Balance as of April 1, 2010

  LOGO  692   LOGO  (5 LOGO  18,035   LOGO  —      LOGO  —      LOGO  42,915  

Issue of equity shares on exercise of options

   (227  —      —      —       —       29  

Net change in fair value of other investments, net of tax expense ofLOGO

   —      —      —      —       —       7  

Foreign currency translation differences, net of tax expense ofLOGO 59

   —      —      —      —       —       362  

Effective portion of changes in fair value of cash flow hedges, net of tax expense ofLOGO

   —      —      —      —       —       37  

Share based payment expense

   265    —      —      —       —       265  

Dividend paid (including corporate dividend tax)

   —      —      (2,219  —       —       (2,219

Profit/(loss) for the period

   —      —      11,040    —       —       11,040  

Acquisition of non-controlling interests

   —      —      (525  —       —       (525

Issuance of bonus debentures (including corporate dividend tax)

   —      —      (5,921  —       —       (5,921

Debenture redemption reserve

   —      —      (19  19     —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2011

  LOGO  730   LOGO  (5 LOGO  20,391   LOGO  19    LOGO  —      LOGO  45,990  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Balance as of April 1, 2011

  LOGO  730   LOGO  (5 LOGO  20,391   LOGO  19    LOGO  —      LOGO  45,990  

Issue of equity shares on exercise of options

   (247  —      —      —       —       6  

Net change in fair value of other investments, net of tax expense ofLOGO 3

   —      —      —      —       —       (1

Foreign currency translation differences, net of tax benefit ofLOGO 106

   —      —      —      —       —       816  

Effective portion of changes in fair value of cash flow hedges, net of tax benefit ofLOGO 757

   —      —      —      —       —       (1,739

Share based payment expense

   326    —      —      —       —       326  

Dividend paid (including corporate dividend tax)

   —      —      (2,216  —       —       (2,216

Profit/(loss) for the period

   —      —      14,262    —       —       14,262  

Transfer to general reserve

   (8  —      8    —       —       —    

Acquisition of non-controlling interests

   —      —      —      —       —       —    

Issuance of bonus debentures (including corporate dividend tax)

   —      —      —      —       —       —    

Debenture redemption reserve

   —      —      (846  846     —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2012

  LOGO  801   LOGO  (5 LOGO  31,599   LOGO  865    LOGO  —      LOGO  57,444  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Convenience translation into U.S. $

   16    (0  621    17     —       1,129  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

The accompanying notes form an integral part of these consolidated financial statements.

F-7


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions, except share and per share data)

                 
  For the year ended March 31, 
  2010  2010  2009  2008 
  Unaudited             
  Convenience             
  translation
into U.S.$
             
  (See Note 2.d.)             
Cash flows from/(used in) operating activities:
                
Profit/(loss) for the year U.S.$24  Rs.1,068  Rs.(5,168) Rs.3,836 
Adjustments for:                
Income tax expense/(benefit)  22   985   1,172   (972)
Dividend and profit on sale of investments  (1)  (48)  (136)  (111)
Depreciation and amortization  93   4,160   3,814   3,362 
Impairment loss on other intangible assets  77   3,456   3,167   3,011 
Impairment loss on goodwill  115   5,147   10,856   90 
Inventory write-downs  22   1,011   833   328 
Allowance for doubtful trade receivables  4   169   148   227 
Loss/(Profit) on sale of property, plant and equipment, net  1   24   (15)  8 
Provision for sales returns  21   932   663   164 
Share of profit of equity accounted investees  (1)  (48)  (24)  (2)
Unrealized exchange (gain)/loss, net  9   399   (416)  207 
Interest expense, net  3   123   688   329 
Share based payment expense  5   226   131   258 
Negative goodwill on acquisition of business        (150)   
Changes in operating assets and liabilities:
                
Trade receivables  20   900   (7,348)  608 
Inventories  (35)  (1,593)  (1,939)  (3,908)
Other assets  (47)  (2,130)  1,051   3,135 
Trade payables  28   1,251   (223)  1,249 
Other liabilities and provisions  1   25   192   (3,759)
Income tax paid  (63)  (2,831)  (2,791)  (1,532)
             
Net cash from operating activities
 U.S.$294  Rs.13,226  Rs.4,505  Rs.6,528 
             
Cash flows from/(used in) investing activities:
                
Expenditures on property, plant and equipment  (92)  (4,129)  (4,507)  (6,263)
Proceeds from sale of property, plant and equipment  1   61   81   55 
Purchase of other investments  (536)  (24,111)  (12,021)  (15,860)
Proceeds from sale of other investments  469   21,102   16,398   12,478 
Expenditure on other intangible assets  (3)  (154)  (254)  (422)
Payment of contingent consideration for acquisition of business        (83)  (86)
Cash paid for acquisition of business, net of cash acquired        (3,089)   
Cash paid for acquisition of equity accounted investee, net of cash acquired        (372)   
Interest received  5   233   375   731 
             
Net cash used in investing activities
 U.S.$(156) Rs.(6,998) Rs.(3,472) Rs.(9,367)
             
Cash flows from/(used in) financing activities:
                
Interest paid  (10)  (449)  (1,132)  (1,128)
Proceeds from issuance of equity shares     17   5   15 
Proceeds from short term loans and borrowings, net  (2)  (83)  1,263   1,704 
Repayment of long term loans and borrowings  (77)  (3,479)  (1,925)  (7,719)
Dividend paid (including corporate dividend tax)  (27)  (1,233)  (738)  (737)
Cash paid for acquisition of non-controlling interests  (2)  (80)      
             
Net cash used in financing activities
 U.S.$(118) Rs.(5,307) Rs.(2,527) Rs.(7,865)
             
Net increase/(decrease) in cash and cash equivalents  20   921   (1,494)  (10,704)
Effect of exchange rate changes on cash and cash equivalents  5   246   (114)  (372)
Cash and cash equivalents at the beginning of the period  120   5,378   6,986   18,062 
             
Cash and cash equivalents at the end of the period
 U.S.$146  Rs.6,545  Rs.5,378  Rs.6,986 
             

   For the year ended March 31, 
   2012  2012  2011  2010 
   Unaudited
Convenience
translation into
U.S.$ (See Note 2 d.)
          

Cash flows from/(used in) operating activities:

     

Profit for the year

  U.S.$280   LOGO  14,262   LOGO  11,040   LOGO  1,068  

Adjustment for:

     

Income tax expense/(benefit)

   83    4,204    1,403    985  

Dividend and profit on sale of investments

   (3  (161  (68  (48

Depreciation and amortization

   102    5,213    4,148    4,160  

Impairment loss on other intangible assets

   20    1,040    —      3,456  

Impairment loss on goodwill

   —      —      —      5,147  

Inventory write-downs

   29    1,473    1,237    1,011  

Allowance for doubtful trade receivables

   3    168    162    169  

Loss/(profit) on sale of property, plant and equipment and intangible assets, net

   0    9    (271  24  

Provision for sales returns

   26    1,335    731    932  

Share of profit of equity accounted investees

   (1  (54  (3  (48

Unrealized exchange (gain)/loss, net

   23    1,153    (1,072  399  

Interest expense, net

   14    690    200    123  

Share based payment expense

   6    326    265    226  

Negative goodwill on acquisition of business

   —      —      (73  —    

Changes in operating assets and liabilities:

     

Trade receivables

   (136  (6,919  (4,579  900  

Inventories

   (85  (4,349  (3,624  (1,593

Trade payables

   19    948    1,154    1,251  

Other assets and other liabilities

   27    1,360    311    (2,105

Income tax paid

   (89  (4,548  (2,952  (2,831
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash from operating activities

  U.S.$317   LOGO  16,150   LOGO  8,009   LOGO  13,226  
  

 

 

  

 

 

  

 

 

  

 

 

 

Cash flows from/(used in) investing activities:

     

Expenditure on property, plant and equipment

  U.S.$ (135 LOGO  (6,857 LOGO  (9,066 LOGO  (4,129

Proceeds from sale of property, plant and equipment

   1    41    348    61  

Proceeds from sale of intangible assets

   2    123    —      —    

Expenditure on other intangible assets

   (34  (1,728  (2,540  (154

Proceeds from sale of other investments

   309    15,733    12,602    21,102  

Purchase of other investments

   (517  (26,309  (8,960  (24,111

Cash paid for acquisition of business, net of cash acquired

   —      —      (1,169  —    

Interest received

   7    332    127    233  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

  U.S.$(367 LOGO  (18,665 LOGO  (8,658 LOGO  (6,998
  

 

 

  

 

 

  

 

 

  

 

 

 

Cash flows from/(used in) financing activities:

     

Proceeds from issuance of equity shares

  U.S.$0   LOGO  6   LOGO  29   LOGO  17  

Proceeds/(repayment) from short term loans and borrowings, net

   (72  (3,650  12,541    (83

Proceeds/(repayment) from long term loans and borrowings, net

   211    10,704    (8,942  (3,479

Dividend paid (including corporate dividend tax)(1)

   (44  (2,216  (3,063  (1,233

Transfers into escrow account for issuance of bonus debentures(1)

   —      —      (5,078  —    

Proceeds from issuance of bonus debentures(1)

   —      —      5,078    —    

Costs of issuance of bonus debentures(1)

   —      —      (51  —    

Cash paid for acquisition of non-controlling interests

   —      —      (525  (80

Interest paid

   (22  (1,109  (366  (449
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash from/(used in) financing activities

  U.S. $73   LOGO  3,735   LOGO  (377 LOGO  (5,307
  

 

 

  

 

 

  

 

 

  

 

 

 

Net increase/(decrease) in cash and cash equivalents

   24    1,220    (1,026  921  

Effect of exchange rate changes on cash and cash equivalents

   10    499    141    246  

Cash and cash equivalents at the beginning of the period

   111    5,660    6,545    5,378  
  

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at the end of the period

  U.S. $145   LOGO  7,379   LOGO  5,660   LOGO  6,545  
  

 

 

  

 

 

  

 

 

  

 

 

 

(1)

Refer to Note 34 below for further details on the bonus debentures scheme.

The accompanying notes form an integral part of these consolidated financial statements.

F-8


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions, except share and per share data)

Supplemental schedule of non-cash investing and financing activities:

                 
  Year Ended March 31, 
  2010  2010  2009  2008 
  Unaudited             
  Convenience             
  translation
into U.S.$
             
  (See Note 2.d.)             
                 
Property, plant and equipment and intangibles purchased on credit during the year U.S.$67  Rs.2,990  Rs.427  Rs.199 
Property, plant and equipment purchased under capital lease           21 
Contingent consideration payable on acquisition of non-controlling interests  1   25       

   For the year ended March 31, 
   2012   2012   2011   2010 
   Unaudited
Convenience
translation into
U.S.$ (See Note 2 d.)
             

Property, plant and equipment and intangibles purchased on credit during the year, including contingent consideration on purchase of intangibles

   —       —       LOGO 2,055     LOGO 2,990  

Property, plant and equipment purchased under capital lease

   —       LOGO 30     7     —    

Contingent consideration payable on acquisition of non-controlling interests

   —       —       —       25  

The accompanying notes form an integral part of these consolidated financial statements.

F-9


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

1. Reporting entity

Dr. Reddy’s Laboratories Limited (“DRL” or the “parent company”) together with its subsidiaries (collectively, the “Company”) is a leading India-based pharmaceutical company headquartered and having its registered office in Hyderabad, Andhra Pradesh, India. The Company’s principal areas of operation are in pharmaceutical services and active ingredients, global generics, and proprietary products. The Company’s principal research and development facilities are located in Andhra Pradesh, India, and in theCambridge, United States;Kingdom; its principal manufacturing facilities are located in Andhra Pradesh, India, Himachal Pradesh, India, Cuernavaca-Cuautla, Mexico, Mirfield, United Kingdom, Louisiana, United States and Louisiana,Tennessee, United States; and its principal marketing facilities are located in India, Russia, the United States, the United Kingdom and Germany. The Company’s shares trade on the Bombay Stock Exchange and the National Stock Exchange in India and, since April 11, 2001, also on the New York Stock Exchange in the United States.

As explained in Note 34 of these consolidated financial statements, during the year ended March 31, 2011, the Company issued bonus debentures. These bonus debentures have been listed on the Bombay Stock Exchange and the National Stock Exchange in India since April 7, 2011.

2. Basis of preparation of financial statements

a. Statement of compliance

These consolidated financial statements as at and for the year ended March 31, 20102012 have been prepared in accordance with the International Financial Reporting Standards and its interpretations (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements have been prepared for the Company as a going concern on the basis of relevant IFRS that are effective or availableelected for early adoption at the Company’s annual reporting date, March 31, 2010.2012. These consolidated financial statements were authorized for issuance by the Company’s Board of Directors on September 21, 2010.

July 17, 2012.

b. Basis of measurement

These consolidated financial statements have been prepared on the historical cost convention and on an accrual basis, except for the following:

derivative financial instruments that are measured at fair value;

available-for-sale financial assets are measured at fair value; and

employee defined benefit assets are recognized as the net total of the fair value of plan assets, plus unrecognized past service cost and unrecognized actuarial losses, less unrecognized actuarial gains and the present value of the defined benefit obligation.obligation;

long term borrowings, except obligations under finance leases that are measured at amortized cost using the effective interest rate method; and

investments in jointly controlled entities which are accounted for using the equity method.

c. Functional and presentation currency

The consolidated financial statements are presented in Indian rupees, which is the functional currency of the parent company. All financial information presented in Indian rupees has been rounded to the nearest million. The functional currency of an entity is the currency of the primary economic environment in which the entity operates.

In respect of all non-Indian subsidiaries that operate as marketing arms of the parent company in their respective countries/regions, the functional currency has been determined to be the functional currency of the parent company (i.e., the Indian rupee). Accordingly, theThe operations of these entities are largely restricted to import of finished goods from the parent company in India, sale of these products in the foreign country and remittance of the sale proceeds to the parent company. The cash flows realized from sale of goods are readily available for remittance to the parent company and cash is remitted to the parent company on a regular basis. The costs incurred by these entities are primarily the cost of goods imported from the parent company. The financing of these subsidiaries is done directly or indirectly by the parent company.

In respect of subsidiaries and associates whose operations are self containedself-contained and integrated within their respective countries/regions, the functional currency has been determined to be the local currency of those countries/regions.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

2. Basis of preparation of financial statements (continued)

d. Convenience translation (unaudited)

The accompanying consolidated financial statements have been prepared in Indian rupees. Solely for the convenience of the reader, the consolidated financial statements as of March 31, 20102012 have been translated into United States dollars at the noon buyingcertified foreign exchange rate in New York Cityof U.S.$1 =LOGO 50.89, as published by Federal Reserve Board of Governors on March 31, 2010 for cable transfers in Indian rupees, as certified for customs purposes by the Federal Reserve Bank of New York of U.S.$1.00 = Rs.44.95.30, 2012. No representation is made that the Indian rupee amounts have been, could have been or could be converted into U.S. dollars at such a rate or any other rate. Such convenience translation is unaudited.

e. Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

F-10


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
2. Basis of preparation of financial statements (continued)
e. Use of estimates and judgments (continued)
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes:

Note 3(b) — Assessment of functional currency for foreign operations

Note 3(b) — Assessment of functional currency for foreign operations
Note 3(c) and 31 — Financial instruments
Note 3(f) — Measurement of recoverable amounts of cash-generating units
Note 3(k) — Provisions and contingencies
Note 3(l) — Sales returns, rebates and charge back provisions
Note 3(n) — Evaluation of recoverability of deferred tax assets
Note 6 — Business combinations
Note 34 — Contingencies

Note 3(c) and 31 — Financial instruments

Note 3(e) – Useful lives of property, plant and equipment and intangible assets

Notes 3(f) and 8 — Measurement of recoverable amounts of cash-generating units

Note 3 (j) – Assets and obligations relating to employee benefits

Note 3(k) — Provisions

Note 3(l) — Sales returns, rebates and charge back provisions

Note 3(n) — Evaluation of recoverability of deferred tax assets

Note 6 — Business combinations

Note 38 — Contingencies and litigations

3. Significant accounting policies

a. Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Company. Non-controlling interests (“NCI”) represent part of the comprehensive income and net assets of subsidiaries that are not, directly or indirectly, owned by the Company.

Special purpose entities
The Company has established one special purpose entity (“SPE”) for business purposes. Although the Company may not directly or indirectly own any shares in a SPE, the SPE is nonetheless consolidated if, based on an evaluation of the substance of its relationship with the Company and the SPE’s risks and rewards, the Company concludes that it controls the SPE. SPEs controlled by the Company were established under terms that impose strict limitations on the decision-making powers of the SPE’s management and that result in the Company receiving the majority of the benefits related to the SPE’s operations and net assets, being exposed to risks incident to the SPE’s activities, and retaining the majority of the residual or ownership risks related to the SPE or its assets.

Associates and jointly controlled entities (equity accounted investees)

Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20 and 50 percent of the voting power of another entity. Joint ventures are those entities over whose activities the Company has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. Investments in associates and jointly controlled entities are accounted for using the equity method (equity accounted investees) and are initially recognized at cost. The Company’s investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Company’s share of the income and expenses and equity changes of equity accounted investees, after adjustments to align the accounting policies with those of the Company, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the Company’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to zero and the recognition of further losses is discontinued except to the extent that the Company has an obligation or has made payments on behalf of the investee.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

a. Basis of consolidation (continued)

The Company does not consolidate entities where the NCInon-controlling interest (“NCI”) holders have certain significant participating rights that provide for effective involvement in significant decisions in the ordinary course of business of such entities. Investments in such entities are accounted by the equity method of accounting.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in full while preparing the consolidated financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

Acquisition of non-controlling interests

Acquisition

Acquisitions of some or all of the NCIs are accounted for as a transaction with equity holders in their capacity as equity holders. Consequently, the difference arising between the fair value of the purchase consideration paid and the carrying value of the NCI is recorded as an adjustment to retained earnings that is attributable to the parent company. The associated cash flows are classified as financing activities. Therefore, no goodwill is recognized as a result of such transactions.

F-11

Loss of Control


Upon loss of control, the Company derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in the income statement. If the Company retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted investee or as an available-for-sale financial asset, depending on the level of influence retained.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
3. Significant accounting policies (continued)
b. Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of entities within the Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or lossExchange differences arising on the settlement of monetary items is the difference between amortized cost in the functional currencyor on translating monetary items at the beginning of the period, adjusted for receipts and paymentsrates different from those at which they were translated on initial recognition during the period andor in previous financial statements are recognized in profit or loss in the amortized costperiod in foreign currency translated at the exchange rate at the end of the period.which they arise. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising upon retranslation are recognized in profit or loss, except for differences arising upon qualifying cash flow hedges, which are recognized in other comprehensive income/(loss) and presented within equity.

Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising upon acquisition, are translated to the reporting currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to the reporting currency at the monthly average exchange rates prevailing during the year.
Foreign currency differences are recognized in other comprehensive income/(loss) and presented within equity. Such differences have been recognized in the foreign currency translation reserve (“FCTR”). When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.

Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of the net investment in the foreign operation and are recognized in other comprehensive income/(loss) and presented within equity.

equity as a part of foreign currency translation reserve.

Foreign operations

In case of foreign operations whose functional currency is different from the parent company’s functional currency, the assets and liabilities of such foreign operations, including goodwill and fair value adjustments arising upon acquisition, are translated to the reporting currency at exchange rates at the reporting date. The income and expenses of such foreign operations are translated to the reporting currency at the monthly average exchange rates prevailing during the year. Resulting foreign currency differences are recognized in other comprehensive income/(loss) and presented within equity as part of foreign currency translation reserve (“FCTR”) net of applicable taxes, if any. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

c. Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments consistsconsist of investments in mutual funds, equity and debt securities, trade receivables, certain other assets, cash and cash equivalents, loans and borrowings, and trade payables and certain other liabilities.

Non-derivative financial instruments are recognized initially at fair value plus any directly attributable transaction costs.costs, except for those instruments that are designated as being fair value through profit and loss upon initial recognition. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

Cash and cash equivalents

Cash and cash equivalents consist of current cash balanceson hand, demand deposits and time deposits with banks.short-term, highly liquid investments that are readily convertible in to known amounts of cash and which are subject to insignificant risk of changes in value. For this purpose, “short-term” means investments having maturity of three months or less from the date of investment. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

Held-to-maturity investments
If the Company has the positive intent and ability to hold debt securities to maturity, then they are classified as held-to-maturity. Held to maturity financial assets are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity investments are measured at amortized cost using the effective interest method, less any impairment losses. At March 31, 2010, the Company did not have any held-to-maturity investments.

Available-for-sale financial assets

The Company’s investments in equity securitiesmutual funds and certain debtequity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, are recognized in other comprehensive income/(loss) and presented within equity. When an investment is derecognized, the cumulative gain or loss in equity is transferred to profit or loss.

Financial assets at fair value through profit or loss

An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Company manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Company’s documented risk management or investment strategy. Upon initial recognition, attributable transaction costs are recognized in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is expected within one year or within the normal operating cycle of the business.

Trade receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. Trade receivables are classified as current assets if the collection is expected within one year or within the normal operating cycle of the business.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

c. Financial instruments (continued)

Others

Other non-derivative financial instruments are measured at amortized cost using the effective interest method, less any impairment losses.

F-12

The Company derecognizes a financial asset when the contractual right to the cash flows from that asset expires, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing, at amortized cost, for the proceeds received.


Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right and ability to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Non-derivative financial liabilities

The Company initially recognizes debt instruments issued on the date that they originate. All other financial liabilities are recognized initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument. These are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired. The difference between the carrying amount of the derecognized financial liability and the consideration paid is recognized as profit or loss.

Derivative financial instruments

The Company is exposed to exchange rate risk which arises from its foreign exchange revenues and expenses, primarily in U.S. dollars, U.K. pounds sterling, Russian roubles and Euros, and foreign currency debt in U.S. dollars, Russian roubles and Euros.

The Company uses forward exchange contracts and option contracts (derivative financial instruments) to mitigate its risk of changes in foreign currency exchange rates. The Company also uses non-derivative financial instruments as part of its foreign currency exposure risk mitigation strategy.

Hedges of highly probable forecasted transactions

The Company classifies its option and forward contracts that hedge foreign currency risk associated with highly probable forecasted transactions as cash flow hedges and measures them at fair value. The effective portion of such cash flow hedges is recorded in the Company’s hedging reserve as a component of equity and re-classified to the income statement as revenue in the period corresponding to the occurrence of the forecasted transactions. The ineffective portion of such cash flow hedges is recorded in the income statement as finance costs immediately.

The Company also designates certain non-derivative financial liabilities, such as foreign currency borrowings from banks, as hedging instruments for hedge of foreign currency risk associated with highly probable forecasted transactions. Accordingly, the Company applies cash flow hedge accounting to such relationships. Remeasurement gain/loss on such non-derivative financial liabilities is recorded in the Company’s hedging reserve as a component of equity and reclassified to the income statement as revenue in the period corresponding to the occurrence of the forecasted transactions.

Upon initial designation of a hedging instrument, the Company formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to the hedged risk, and whether the actual results of each hedge are within a range of 80%—125% relative to the gain or loss on the hedged items. For cash flow hedges to be “highly effective”, a forecast transaction that is the subject of the hedge must be highly probable and must present an exposure to variations in cash flows that could ultimately affect profit or loss.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

c. Financial instruments (continued)

Derivative financial instruments
The Company holds derivative financial instruments to hedge its foreign currency exposure. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.
Cash flow hedges
Changes in the fair value of a derivative hedging instrument designated as a cash flow hedge are recognized directly in other comprehensive income/(loss) and presented within equity, to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive income/(loss), remains there until the forecast transaction occurs. When the hedged item is a non-financial asset, the amount recognized in other comprehensive income/(loss), is transferred to the carrying amount of the asset when it is recognized. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases the amount

Hedges of recognized in other comprehensive income/(loss) is transferred to profit or loss in the same period that the hedged item affects profit or loss.

Economic hedgesassets and liabilities
The Company does not apply hedge accounting to certain derivative instruments

For forward contracts and option contracts that economically hedge monetary assets and liabilities denominated in foreign currencies. Changescurrencies and for which no hedge accounting is applied, changes in the fair value of such derivativescontracts are recognized in profit or lossthe income statement. Both the changes in fair value of the forward contracts and the foreign exchange gains and losses relating to the monetary items are recognized as part of foreign currency gains“net finance costs”.

Hedges of firm commitments

The Company uses forward contracts and losses.

As discussed furtheroption contracts to hedge its exposure to changes in these consolidated financial statements, the Company has adopted the recent amendments made to IFRS 7 “Financial Instruments — Disclosure”, with respect to the disclosure of the fair value hierarchy for financial instruments that are measuredof firm commitment contracts and measures them at fair value as at the reporting datevalue. Any amount representing changes in the statementfair value of financial position,such forward contracts and accordingly necessary disclosures have been madeoption contract is recorded in these consolidated financial statements. This being the first yearincome statement. The corresponding gain/loss representing the changes in the fair value of application of these requirements, comparative disclosures have not been provided.
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directlythe hedged item attributable to hedged risk is also recognized in the issue of ordinary shares and stock options are recognized as a deduction from equity, net of any tax effects.
income statement.

d. Business combinations

Business combinations occurring on or after April 1, 2009 are accounted for by applying the acquisition method. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Company takes into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquiror. Judgementacquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another.

The Company measures goodwill as of the applicable acquisition date at the fair value of the consideration transferred, including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured asassumed. When the fair value of the acquisition date.net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognized immediately in profit or loss. Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Company to the previous owners of the acquiree, and equity interests issued by the Company. Consideration transferred also includes the fair value of any contingent consideration. A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably. The Company measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree. Transaction costs that the Company incurs in connection with a business combination, such as finder’s fees, legal fees, due diligence fees and other professional and consulting fees, are expensed as incurred.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

e. Property, plant and equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and other costs directly attributable to bringing the asset to a working condition for its intended use. Borrowing costs that are directly attributable to the construction or production of a qualifying asset are capitalized as part of the cost of that asset.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

F-13


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
3. Significant accounting policies (continued)
e. Property, plant and equipment (continued)
Gains and losses upon disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized net within “other income/expense, net” in profit or loss.

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The costs of repairs and maintenance are recognized in profit or loss as incurred.

Items of property, plant and equipment acquired through exchange of non-monetary assets are measured at fair value, unless the exchange transaction lacks commercial substance or the fair value of either the asset received or asset given up is not reliably measurable, in which case the asset exchanged is recorded at the carrying amount of the asset given up.

Depreciation

Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives, unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Land is not depreciated.

The estimated useful lives are as follows:

Buildings

  
Buildings

- Factory and administrative buildings

  2520 - 50 years

- Ancillary structures

  3 - 15 years

Plant and equipment

  3 - 15 years

Furniture, fixtures and office equipment

  4 - 10 years

Vehicles

  4 - 5 years

Computer equipment

  3 - 5 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

Software for internal use, which is primarily acquired from third-party vendors, including consultancy charges for implementing the software, is capitalized. Subsequent costs are charged to the profit or loss as incurred. The capitalized costs are amortized over the estimated useful life of the software.

Advances paid towards the acquisition of property, plant and equipment outstanding at each statements of financial position date and the cost of property, plant and equipment not put to use before such date are disclosed under capital work-in-progress.

f. Intangible assets

Goodwill arising upon the acquisition of subsidiaries represents the fair value of the consideration including the recognized amount of any non-controlling interest in the acquirer, less the net recognized amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities assumed, all measured at the applicable acquisition date. Such goodwill is included in intangible assets. When the fair value of the consideration paid is less than the fair value of the net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognized immediately in profit or loss.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

f. Intangible assets (continued)

Acquisitions of non-controlling interests

Acquisitions of non-controlling interests are accounted for as transactions with equity holders in their capacity as equity holders and therefore no goodwill is recognized as a result of such transactions.

Subsequent measurement

Goodwill is measured at cost less accumulated impairment losses. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying value of the equity accounted investee.

Research and development

Expenditures on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding are recognized in profit or loss when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditures are capitalized only if:

development costs can be measured reliably,reliably;

the product or process is technically and commercially feasible,

feasible;

 

F-14


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
3. Significant accounting policies (continued)
f. Intangible assets (continued)
future economic benefits are probable and ascertainable,ascertainable; and

the Company intends to and has sufficient resources to complete development and to use or sell the asset.

The expenditures to be capitalized include the cost of materials and other costs directly attributable to preparing the asset for its intended use. Other development expenditures are recognized in profit or loss as incurred.

In conducting its research and development activities related to new chemical entities (“NCEs”) and proprietary products, the Company seeks to optimize its expenditures and to limit its risk exposures. Most of the Company’s current research and development projects related to NCEs and proprietary products are at an early discovery phase where project costs are insignificant and cannot be directly identified to any specific project, as these costs generally represent staff and common facility costs. These early development stage exploratory projects are numerous and are characterized by uncertainty with respect to timing and cost of completion. At such time as a research and development project related to an NCE or proprietary product progresses into the more costly clinical study phases, where the costs can be tracked separately, such project is considered to be significant if:

 (a)a)

it is expected to account for more than 10% of ourthe Company’s total research and development costs; and

 (b)b)

the costs and efforts to develop the project can be reasonably estimated and the product resulting from the project has a high probability of launch.

Historically, none of the Company’s development projects have met the significance thresholds listed above.

Payments to in-licensethird parties for in-licensed products and compounds are capitalized if the regulatory approval for the products was available from third partiesthe applicable counterparty or there were other contractual terms providing for a refund should the regulatory approvals not be received. These payments generally takingtake the form of up-front payments and milestones are capitalized.milestones. The Company’s criteria for capitalization of such assets are consistent with the guidance given in paragraph 25 of International Accounting Standard 38 (“IAS 38”) (i.e., receipt of economic benefits out of the separately purchased transaction is considered to be probable). Historically, wherever the Company has purchased or in licensed products, either regulatory approval for the products were available from the Company’s counterparties or there were other contractual terms providing for a refund should the regulatory approvals not be received.

The amortization of such assets is generally on a straight-line basis, over their useful economic lives.

If the Company becomebecomes entitled to a refund under the terms of an in-license contract, the amount is recognized when the right to receive the refund is established. In such an event, any consequential difference as compared to the carrying value of the asset is recognized in the Company’s Statement of Income.

income statement.

Intangible assets relating to products in development, other intangible assets not available for use and intangible assets having indefinite useful life are subject to impairment testing at each statementsstatement of financial position date. All other intangible assets are tested for impairment when there are indications that the carrying value may not be recoverable. Any impairment losses are recognized immediately in profit or loss.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

f. Intangible assets (continued)

De-recognition of intangible assets

Intangible assets are de-recognized either on their disposal or where no future economic benefits are expected from their use or disposal.use. Losses arising on such de-recognition are recorded in profit or loss, and are measured as the difference between the net disposal proceeds, if any, and the carrying amount of respective intangible assets as on the date of de-recognition.

Other intangible assets

Other intangible assets that are acquired by the Company, which have finite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses.

Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate.

Amortization

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets or on any other than for goodwill, intangiblebasis that reflects the pattern in which the asset’s future economic benefits are expected to be consumed by the entity. Intangible assets that are not available for use and intangible assets having indefinite life,are amortized from the date that they are available for use. The estimated useful lives are as follows:

Trademarks

  3 - 12 years

Product related intangibles

  6 - 15 years

Beneficial toll manufacturing contract

  2 years

Non-competition arrangements

  1.5 - 10 years

Marketing rights

  3 - 16 years

Customer-related intangibles

  2 - 11 years

Technology related intangibles

  63 - 13 years

Other intangibles

  5 - 15 years

F-15


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
3. Significant accounting policies (continued)
g. Leases
At the inception of a lease, the

Each lease arrangement is classified as either a finance lease or an operating lease, at the inception of the lease, based on the substance of the lease arrangement.

Finance leases

A finance lease is recognized as an asset and a liability at the commencement of the lease, at the lower of the fair value of the asset and the present value of the minimum lease payments. Initial direct costs, if any, are also capitalized and, subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Operating leases

Other leases are operating leases, and the leased assets are not recognized on the Company’s statements of financial position. Payments made under operating leases are recognized in profit or loss on a straight-line basis over the term of the lease.

h. Inventories

Inventories consist of raw materials, stores and spares, work in progress and finished goods and are measured at the lower of cost and net realizable value. The cost of all categories of inventories except stores and spares, is based on the first-in first-out principle.weighted average method. Stores and spares consists of packing materials, engineering spares (such as machinery spare parts) and consumables (such as lubricants, cotton waste and oils), which are used in operating machines or consumed as indirect materials in the manufacturing process, where cost is based on a weighted average method.process. Cost includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of finished goods and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

h. Inventories (continued)

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The factors that the Company considers in determining the allowance for slow moving, obsolete and other non-saleable inventory includes estimated shelf life, planned product discontinuances, price changes, agingageing of inventory and introduction of competitive new products, to the extent each of these factors impact the Company’s business and markets. The Company considers all these factors and adjusts the inventory provision to reflect its actual experience on a periodic basis.

Change in accounting policy

Effective as of April 1, 2011, the Company changed its policy on valuation of inventory from the first-in first-out method to the weighted average cost method. Under the prior policy, the cost of all categories of inventories, except stores and spares, had been based on the first-in first-out method. Stores and spares consists of packing materials, engineering spares (such as machinery spare parts) and consumables (such as lubricants, cotton waste and oils), which are used in operating machines or consumed as indirect materials in the manufacturing process, had been valued at cost based on a weighted average method. Effective as of April 1, 2011, the cost of all categories of inventory is based on a weighted average cost method. Using the weighted average method will produce more accurate, reasonable and relevant information on the amounts of inventory reported in the statement of financial position and, in turn, more accurate cost of revenues in the income statement. The effect of this change in the methodology of valuation of inventory is immaterial and, accordingly, no further disclosures have been made in these consolidated financial statements.

i. Impairment

Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value.

Individually significant

Significant financial assets are tested for impairment on an individual basis.

All impairment losses are recognized in profit or loss. Any cumulative loss in respect of an available-for-sale financial asset recognized previously in equity is transferred to profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost and available-for-sale financial assets that are debt securities, the reversal is recognized in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognized directly in other comprehensive income/(loss) and presented within equity.

Non-financial assets

The carrying amounts of the Company’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, an impairment test is performed each year at March 31.

The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.asset or the cash-generating unit. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

i. Impairment (continued)

The goodwill acquired in a business combination is, for the purpose of impairment testing, allocated to cash-generating units that are expected to benefit from the synergies of the combination.

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the

F-16


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
3. Significant accounting policies (continued)
i. Impairment (continued)
other assets in the unit on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Goodwill that forms part of the carrying amount of an investment in an associate is not recognized separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.

j. Employee benefits

Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to recognized provident funds and approved superannuation schemes which are defined contribution plans are recognized as an employee benefit expense in profit or loss as and when the services are received from the employees.

Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net obligation in respect of an approved gratuity plan, which is a defined benefit plan, and certain other defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value.periods. Any unrecognized past service costs and the fair value of any plan assets are deducted.deducted from the estimated future benefit. That benefit is discounted to determine its present value. The discount rate is the yield at the reporting date on risk free government bonds that have maturity dates approximating the terms of the Company’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Company, the recognized asset is limited to the net total of any cumulative unrecognized net actuarial losses and past service costs and the present value of any future refunds from the plan or reductions in future contributions to the plan.

When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognized in profit or loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognized immediately in profit or loss.

The Company recognizes actuarial gains and losses using the corridor method. Under this method, to the extent that any cumulative unrecognized actuarial gain or loss exceeds 10% of the greater of the present value of the defined benefit obligation and the fair value of plan assets, that portion is recognized in profit or loss over the expected average remaining working lives of the employees participating in the plan. Otherwise, the actuarial gain or loss is not recognized.

Termination benefits

Termination benefits are recognized as an expense when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if the Company has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

 j. Employee benefits (continued)

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Other long term benefits

Eligible employees of the Company are entitled to payments that are payable twelve months or more after the end of the period in which the employees render the related service. The Company’s net obligation in respect of such plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current period; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted. The discount rate is the yield at the reporting date on a risk free government bond that has a maturity date approximating the term of the obligation and is denominated in the same currency in which the benefits are expected to be paid. The calculation is performed annually by a qualified actuary using the projected unit credit method. Actuarial losses and past service costs that arise are recognized immediately in profit or loss.

Compensated leave of absence

Eligible employees are entitled to accumulate compensated absences up to prescribed limits in accordance with the Company’s policy and receive cash in lieu thereof. The Company measures the expected cost of accumulating compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the statements of financial position date. Such measurement is based on actuarial valuation as at the statements of financial position date carried out by a qualified actuary.

Share-based payment transactions

The grant date fair value of options granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. The expense is recorded for each separately vesting portion of the award as if the award was, in substance, multiple awards. The increase in equity recognized in connection with a share based payment transaction is presented as a separate component in equity. The amount recognized as an expense is adjusted to reflect the actual number of stock options that vest.

F-17


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
3. Significant accounting policies (continued)
k. Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Restructuring

A provision for restructuring is recognized when the Company has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating costs are not provided for.

Onerous contracts

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with that contract.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

k. Provisions (continued)

Reimbursement rights

Expected reimbursements for expenditures required to settle a provision are recognized only when receipt of such reimbursements is virtually certain. Such reimbursements are recognized as a separate asset in the statement of financial position, with a corresponding credit to the specific expense for which the provision has been made.

l. Revenue

Sale of goods

Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably. Revenue from the sale of goods includes excise duty and is measured at the fair value of the consideration received or receivable, net of returns, sales tax and applicable trade discounts and allowances. Revenue includes shipping and handling costs billed to the customer.

Revenue from domestic sales of generic products in India is recognized upon delivery of products to distributors by clearing and forwarding agents of the Company. Revenue from domestic sales of active pharmaceutical ingredients and intermediates in India is recognized on delivery of products to customers, from the factories of the Company. Revenue from export sales is recognized when the significant risks and rewards of ownership of products are transferred to the customers, which occurs upon delivery of the products to the customers unless the terms of the applicable contract provide for specific revenue generating activities to be completed, in which case revenue is recognized once all such activities are completed.

Sales of generic products in India are made through clearing and forwarding agents to distributors. Significant risks and rewards in respect of ownership of generic products are transferred by the Company when the goods are delivered to distributors from clearing and forwarding agents. Clearing and forwarding agents are generally compensated on a commission basis as a percentage of sales made by them.

Sales of active pharmaceutical ingredients and intermediates in India are made directly to the end customers (generally formulation manufacturers) from the factories of the Company. Significant risks and rewards in respect of ownership of active pharmaceuticalspharmaceutical ingredients are transferred by the Company upon delivery of the products to the customers. Sales of active pharmaceutical ingredients and intermediates outside India are made directly to the end customers (generally distributors or formulations manufacturers) from the parent company or its consolidated subsidiaries. Significant risks and rewards in respect of ownership of active pharmaceutical ingredients are transferred by the Company upon delivery of the products to the customers, unless the terms of the applicable contract provide for specific revenue generating activities to be completed, in which case revenue is recognized once all such activities are completed.

Profit share revenues

During the year ended March 31, 2012, the Company has applied the following accounting policy for the recognition of profit share revenues which have historically been immaterial to its overall financial statements.

The Company has enteredfrom time to time enters into marketing arrangements with certain business partners for the sale of goodsits products in certain overseas territories.markets. Under such arrangements, the Company sells genericits products to the business partners at a base purchase price agreed upon in the arrangement and is also entitled to a profit share which is over and above the agreed price,base purchase price. The profit share is typically dependent on the basis of the marketingbusiness partner’s ultimate net sale proceeds. proceeds or net profits, subject to any reductions or adjustments that are required by the terms of the arrangement. Such arrangements typically require the business partner to provide confirmation of units sold and net sales or net profit computations for the products covered under the arrangement.

Revenue in an amount equal to the agreedbase purchase price is recognized onin these transactions upon delivery of products to the business partners. An additional amount representing the profit share component is recognized as revenue only whenin the collectability of the profit share becomes probable and a reliable measure of the profit share is available. Revenue under profit sharing arrangements is recognized when the Company’s business partners send a valid confirmation of the amounts that are owedperiod which corresponds to the Company. Arrangements with the Company’s business partners typically require the business partner to provide confirmation on inventory status and net sales computations for the products covered under the arrangement, together with an indicative date for payment. Such confirmation from the business partners is typically received in the quarter following the quarter in which the actual underlyingultimate sales of the products were made by them. The collectionbusiness partners only when the collectability of the profit share becomes probable and a reliable measurement of the profit share becomes possible, only afteris available. In measuring the receiptamount of profit share revenue to be recognized for each period, the Company uses all available information and evidence, including any confirmations from the business partner of the profit share amount owed to the Company, to the extent made available before the date the Company’s Board of Directors authorizes the issuance of its financial statements for the applicable period.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

l. Revenue (continued)

Milestone payments and out licensing arrangements

Revenues include amounts derived from product out-licensing agreements. These arrangements typically consist of an initial up-front payment on inception of the license and subsequent payments dependent on achieving certain milestones in accordance with the terms prescribed in the agreement. Non-refundable up-front license fees received in connection with product out-licensing agreements are deferred and recognized over the period in which the Company has continuing substantive performance obligations. Milestone payments which are contingent on achieving certain clinical milestones are recognized as revenues either on achievement of such confirmation. Accordingly,milestones, if the timing of revenue recognition corresponds withmilestones are considered substantive, or over the receipt of such confirmation.

period the Company has continuing substantive performance obligations, if the milestones are not considered substantive. If milestone payments are creditable against future royalty payments, the milestones are deferred and released over the period in which the royalties are anticipated to be paid.

Provision for chargeback, rebates and discounts

Provisions for chargeback, rebates, discounts and medicaid payments are estimated and provided for in the year of sales and recorded as reduction of revenue. A chargeback claim is a claim made by the wholesaler for the difference between the price at

F-18


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
3. Significant accounting policies (continued)
l. Revenue (continued)
which the product is initially invoiced to the wholesaler and the net price at which it is agreed to be procured from the Company. Provisions for such chargebacks are accrued and estimated based on historical average chargeback rate actually claimed over a period of time, current contract prices with wholesalers/other customers and estimated inventory holding by the wholesaler. Such provisions are presented as a reduction of trade receivable.

Shelf stock adjustments

Shelf stock adjustments are credits issued to customers to reflect decreases in the selling price of products sold by the Company, and are accrued and paid when the prices of certain products decline as a result of increased competition upon the expiration of limited competition or exclusivity periods. These credits are customary in the pharmaceutical industry, and are intended to reduce the customer inventory cost to better reflect the current market prices. The determination to grant a shelf stock adjustment to a customer is based on the terms of the applicable contract, which may or may not specifically limit the age of the stock on which a credit would be offered.

Sales Returns

Returns primarily relate to expired products, which the customer has the right to return for a period of 12 months following the expiration date. Such returned products are destroyed and credit notes are issued to the customer for the products returned. The Company accounts for sales returns accrual by recording an allowance for sales returns concurrent with the recognition of revenue at the time of a product sale. This allowance is based on the Company’s estimate of expected sales returns. The Company deals in various products and operateoperates in various markets. Accordingly, the estimate of sales returns is determined primarily by the Company’s historical experience in the markets in which the Company operates. With respect to established products, the Company considers its historical experience of sales returns, levels of inventory in the distribution channel, estimated shelf life, product discontinuances, price changes of competitive products, and the introduction of competitive new products, to the extent each of these factors impact the Company’s business and markets. With respect to new products introduced by the Company, such products have historically been either extensions of an existing line of product where the Company has historical experience or in therapeutic categories where established products exist and are sold either by the Company or the Company’s competitors. Due to the immateriality of any individual profit share payment, the Company generally verifies the statements received from its business partners by performing overall confirmatory procedures, such as ensuring monthly availability of stock statements, and certain other analytical procedures. Additionally, as part of its arrangements, the Company typically reserves the right to have third parties conduct audits to verify the statements received from its business partners.

Services

Revenue from services rendered, which primarily relate to contract research, is recognized in profit or loss as the underlying services are performed. Upfront non-refundable payments received under these arrangements are deferred and recognized as revenue over the expected period over which the related services are expected to be performed.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

l. Revenue (continued)

Export entitlements

Export entitlements from government authorities are recognized in profit or loss as a reduction from cost of revenues when the right to receive credit as per the terms of the scheme is established in respect of the exports made by the Company, and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

m. Finance income and expense

Finance income consists of interest income on funds invested (including available-for-sale financial assets), dividend income and gains on the disposal of available-for-sale financial assets. Interest income is recognized as it accrues in profit or loss, using the effective interest method. Dividend income is recognized in profit or loss on the date that the Company’s right to receive payment is established. The associated cash flows are classified as investing activities in the statement of cash flows.

Finance expenses consist of interest expense on loans and borrowings and impairment losses recognized on financial assets.borrowings. Borrowing costs are recognized in profit or loss using the effective interest method. The associated cash flows are classified as financing activities in the statement of cash flows.

Foreign currency gains and losses are reported on a net basis. This includes changes in the fair value of foreign exchange derivative instruments which are accounted at fair value through profit or loss.

not designated in an effective hedging relationship.

n. Income tax

Income tax expense consists of current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising upon the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

F-19


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
3. Significant accounting policies (continued)
n. Income tax (continued)
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Any deferred tax asset or liability arising from deductible or taxable temporary differences in respect of unrealized inter-company profit on inventories held by the Company in different tax jurisdictions is recognized using the tax rate of the jurisdiction in which such inventories are held.

Withholding tax arising out of payment of dividend to shareholders under the Indian Income tax regulations is not considered as tax expense for the Company and all such taxes are recognized in the statement of changes in equity as part of the associated dividend payment.

o. Earnings per share

The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which includes all stock options granted to employees.

p. Recent accounting pronouncements
Standards early adopted by the Company
IFRS 3 (Revised), “Business Combinations” (2008), as amended, is applicable for annual periods beginning on or after July 1, 2009. This standard was early adopted by the Company as at April 1, 2009. Business combinations consummated after April 1, 2009 will be impacted by this standard. IFRS 3 (Revised) primarily requires the acquisition-related costs to be recognized as period expenses in accordance with the relevant IFRS. Costs incurred to issue debt or equity securities are required to be recognized in accordance with IAS 39, “Financial Instruments: Recognition and Measurement: Eligible Hedged Items”. Consideration, after this amendment, will include fair values of all interests previously held by the acquiror. Re-measurement of such interests to fair value would be carried out through net profit in the income statement. Contingent consideration is required to be recognized at fair value even if not deemed probable of payment at the date of acquisition.
IFRS 3 (Revised) provides an explicit option on a transaction-by-transaction basis, to measure any non-controlling interest (“NCI”) in the entity acquired at fair value of their proportion of identifiable assets and liabilities or at full fair value. The first method will result in a marginal difference in the measurement of goodwill from the measurement under existing IFRS 3; however, the second approach will require recording goodwill on NCI as well as on the acquired controlling interest. Upon consummating a business transaction in the future, the Company is likely to adopt the first method for measuring NCI.
IAS 27, “Consolidated and Separate Financial Statements” (2008), as amended, is applicable for annual periods beginning on or after July 1, 2009. Earlier adoption is permitted, provided that IFRS 3 (Revised) is also early adopted. This standard was early adopted by the Company as at April 1, 2009. It requires a mandatory adoption of an economic entity model which treats all providers of equity capital as shareholders of the entity. Consequently, a partial disposal of an interest in a subsidiary in which the parent company retains control does not result in a gain or loss but in an increase or decrease in equity. Additionally, purchase of some or all of the NCI is treated as a treasury transaction and accounted for in equity, and a partial disposal of an interest in a subsidiary in which the parent company loses control triggers recognition of gain or loss on the entire interest. A gain or loss is recognized on the portion that has been disposed of and a further holding gain is recognized on the interest retained, being the difference between the fair value and the carrying value of the interest retained. This standard requires an entity to attribute the NCI’s share of net profit and reserves to the NCI even if this results in the NCI having a deficit balance.
IFRS 8, “Operating Segments”, is applicable for annual periods beginning on or after July 1, 2009. This standard was early adopted by the Company as at March 31, 2009. IFRS 8 replaces IAS 14, “Segment Reporting”. The new standard requires a “management approach”, under which segment information is presented on the same basis as that used for internal reporting provided to the Chief Operating Decision Maker. The application of this standard did not result in any significant change in the Company’s segmental disclosures. Goodwill has been allocated in accordance with the requirements of this standard.
Recently adopted accounting pronouncements
IAS 1 (Revised), “Presentation of Financial Statements” (2007) is applicable for annual periods beginning on or after January 1, 2009. This standard was adopted by the Company as at April 1, 2009. As a result of the adoption of this standard, the title for the balance sheet has been changed to “Statements of Financial Position”. Furthermore, the Company has included in its consolidated financial statements two statements to display all items of income and expense recognized during the period — i.e., an “Income Statement” and a “Statement of Comprehensive Income”.
IFRIC Interpretation 18, “Transfers of Assets from Customers”, defines the treatment for property, plant and equipment transferred by customers to companies or for cash received to be invested in property, plant and equipment that must be used either to connect the customer to a network or to provide the customer with ongoing access to a supply of goods or services, or to do both.
The item of property, plant and equipment is to be initially recognized by the Company at fair value with a corresponding credit to revenue. If an ongoing service is identified as a part of the agreement, the period over which revenue shall be recognized for that service would be determined by the terms of the agreement with the customer. If the period is not clearly defined, then revenue should be recognized over a period no longer than the useful life of the transferred asset used to provide the ongoing service. This interpretation is applicable prospectively to transfers of assets from customers received on or after July 1, 2009. The Company has adopted this interpretation prospectively for all assets transferred after July 1, 2009. There has been no material impact on the Company’s consolidated financial statements as a result of the adoption of this interpretation.
In March 2009, the Amendments to IFRS 7 “Financial Instruments disclosure”, amended certain disclosure requirements in the standard. As a result, entities are required to classify fair value measurements for financial instruments measured at fair value in

F-20


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

p. Government grants

The Company recognizes government grants only when there is reasonable assurance that the conditions attached to them will be complied with, and the grants will be received. Government grants received in relation to assets are presented as a reduction to the carrying amount of the related asset. Grants related to income are deducted in reporting the related expense.

q. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the chief executive officer that makes strategic decisions.

r.Recent accounting pronouncements (continued)

the statement of financial position, using a three level fair value hierarchy that reflects the significance of inputs used in the measurements. In addition, the amendments enhance disclosure requirements on the nature and extent of liquidity risks to which an entity is exposed. The Amendments to IFRS 7 apply for annual periods beginning on or after January 1, 2009 and provides an exception in the first year of application for providing comparative information.

Standards issued but not yet effective and not early adopted by the Company

In November 2009, the IASB issued IFRS 9, “Financial instruments”, to introduce certain new requirements for classifying and measuring financial assets. IFRS 9 divides all financial assets that are currently in the scope of IAS 39 into two classifications – those measured at amortized cost and those measured at fair value. The standard, along with proposed expansion of IFRS 9 for classifying and measuring financial liabilities, de-recognition of financial instruments, impairment, and hedge accounting, will be applicable for annual periods beginning on or after January 1, 2015, although entities are permitted to adopt earlier. The Company believes that the adoption of IFRS 9 will not have any material impact on its consolidated financial statements.

In May 2011, the IASB issued the following new standards and amendments on consolidated financial statements and joint arrangements:

IFRS 10, “Consolidated financial statements”.

IFRS 11, “Joint arrangements”.

IFRS 12, “Disclosure of interests in other entities”.

IFRS 13, “Fair Value Measurement

IAS 27 (Revised 2011), “Consolidated and separate financial statements”, which has been amended for the issuance of IFRS 10 but retains the current guidance on separate financial statements.

IAS 28 (Revised 2011), “Investments in associates”, which has been amended for conforming changes on the basis of the issuance of IFRS 10 and IFRS 11.

All of the standards mentioned above are effective for annual periods beginning on or after January 1, 2013; earlier application is permitted as long as each of the other standards in this group is also early applied. The Company believes that adoption of IFRS 10, 11 and 12 and IAS 27 (revised 2011) and IAS 28 (revised 2011) will not have any material impact on its consolidated financial statements. With respect to IFRS 13, the Company is evaluating the impact of this new standard on the Company’s consolidated financial statements.

 

In April 2009,June 2011, the IASB issued Improvementsan amendment to IFRSs 2009IAS-19 “Employee benefits”” — a collectionand IAS-1 “Presentation of amendments to twelve International Financial Reporting Standards —Statements”, which amended these standards as part of its program of annual improvements to its standards, which is intended to make necessary, but non-urgent, amendments to standards that will not be included as part of another major project. The latest amendments were included in exposure drafts of proposed amendments to IFRS published in October 2007, August 2008, and January 2009. The amendments resulting from this standard mainly have effective dates for annual periods beginning on or after January 1, 2010, although entities are permitted to adopt them earlier. The Company is evaluating the impact that these amendments will have on the Company’s consolidated financial statements.

follows:

IAS-19 Employee benefits

The amended standard requires recognition of changes in the net defined benefit liability/(asset), including immediate recognition of defined benefit cost, disaggregation of defined benefit cost into components, recognition of re-measurements in other comprehensive income, plan amendments, curtailments and settlements.

The amended standard introduced enhanced disclosures about defined benefit plans.

The amended standard modified accounting for termination benefits, including distinguishing benefits provided in exchange for services from benefits provided in exchange for the termination of employment, and it affected the recognition and measurement of termination benefits.

The amended standard provided clarification regarding various issues, including the classification of employee benefits, current estimates of mortality rates, tax and administration costs and risk-sharing and conditional indexation features.

 
In November 2009,

The amended standard incorporated, without change, the IASB issued IFRS 9,Interpretations Committee’s requirements set forth in IFRIC 14Financial instruments”, to introduce certain new requirements for classifyingIAS 19—The Limit on a Defined Benefit Asset, Minimum Funding Requirements and measuring financial assets. IFRS 9 divides all financial assets that are currently in the scope of IAS 39 into two classifications — those measured at amortized cost and those measured at fair value. The standard, along with proposed expansion of IFRS 9 for classifying and measuring financial liabilities, de-recognition of financial instruments, impairment, and hedge accounting, will be applicable for annual periods beginning on or after January 1, 2013, although entities are permitted to adopt earlier. The Company is evaluating the impact which this new standard will have on the Company’s consolidated financial statements.

their Interaction”.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

3. Significant accounting policies (continued)

r.Recent accounting pronouncements(continued)

These amendments are effective for annual periods beginning on or after January 1, 2013, although earlier application is permitted. The Company is evaluating the impact of this amendment on its consolidated financial statements.

IAS-1 Presentation of Financial Statements

The amended standard requires entities to group items presented in other comprehensive income based on whether they are potentially reclassifiable to profit or loss subsequently—i.e., those that might be reclassified and those that will not be reclassified.

In November 2009, the IASB issued IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments”; to introduce requirements when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept the entity’s shares and other equity instruments to settle the financial liability fully or partially. This interpretation is effective from annual periods beginning on or after July 1, 2010.

The amended standard requires tax associated with items presented before tax to be shown separately for each of the two groups of other comprehensive income items (without changing the option to present items of other comprehensive income either before tax or net of tax).

These amendments are effective for annual periods beginning on or after July 1, 2012, although earlier application is permitted. The Company is required to adopt IAS 1 (Amended) by the accounting year commencing April 1, 2013. The Company believes that these amendments will not have any material impact on its consolidated financial statements.

In December, 2011, the IASB issued an amendment to IFRS 7 “Disclosures—offsetting financial assets and financial liabilities”. The amended standard requires additional disclosures where financial assets and financial liabilities are offset in the balance sheet. These disclosures would provide users with information that is useful in (a) evaluating the effect or potential effect of netting arrangements on an entity’s financial position and (b) analyzing and comparing financial statements prepared in accordance with IFRSs and U.S. GAAP. The amendment is effective for fiscal years beginning on or after January 1, 2013. Earlier application is permitted. The Company is in the process of evaluating the impact these amendments on its consolidated financial statements.

In December, 2011, the IASB issued an amendment to IAS 32 “Offsetting financial assets and financial liabilities”. The purpose of the amendment is to clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet. This includes clarifying the meaning of “currently has a legally enforceable right to set-off” and also the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendment is effective retrospectively for fiscal years beginning on or after January 1, 2014. Earlier application is permitted. The Company is in the process of evaluating the impact these amendments on its consolidated financial statements.

s. Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and stock options are recognized as a deduction from equity, net of any tax effects.

4. Determination of fair values

The Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

(i) Property, plant and equipment

The fair value of property, plant and equipment recognized as a result of a business combination, and those acquired through exchange of non-monetary assets, areis based on appraised market values and replacement cost determined by an external valuer.

(ii) Intangible assets

The fair value of trademarks acquired in a business combination is based on the discounted estimated royalty payments that have been avoided as a result of these brands, patents or trademarks being owned (“relief of royalty method”). The fair value of customer related, technology related, product related and other intangibles acquired in a business combination has been determined using the multi-period excess earnings method after deduction of a fair return on other assets that are part of creating the related cash flows.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

4. Determination of fair values (continued)

(iii) Inventories

The fair value of inventories acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.

(iv) Investments in equity and debt securities and units of mutual funds

The fair value of available-for-sale marketable equity securities is determined by reference to their quoted market price at the reporting date. For debt securities where quoted market prices are not available, fair value is determined using pricing techniques such as discounted cash flow analysis.

In respect of investments in mutual funds, the fair values represent net asset value as stated by the issuers of these mutual fund units in the published statements. Net asset values represent the price at which the issuer will issue further units in the mutual fund and the price at which issuers will redeem such units from the investors.

Accordingly, such net asset values are analogous to fair market value with respect to these investments, as transactions of these mutual funds are carried out at such prices between investors and the issuers of these units of mutual funds.

(v) Derivatives

The fair value of forward exchange contracts is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds). The fair value of foreign currency option contracts is determined based on the appropriate valuation techniques, considering the terms of the contract.

F-21


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
4. Determination of fair values (continued)
(vi) Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases the market rate of interest is determined by reference to similar lease agreements. TheIn respect of the Company’s long term borrowings that have floating rates of interest, and accordingly their fair value approximates carrying value.

(vii) Share-based payment transactions

The fair value of employee stock options is measured using the Black-Scholes MertonBlack-Scholes-Merton valuation model. Measurement inputs include share price on grant date, exercise price of the instrument, expected volatility (based on weighted average historical volatility), expected life of the instrument (based on historical experience), expected dividends, and the risk free interest rate (based on government bonds).

F-22


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

5. Segment reporting

The Chief Operating Decision Maker (“CODM”) evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by reportable segments. The Company’s reportable segments are as follows:

Pharmaceutical Services and Active Ingredients (“PSAI”);

Global Generics; and

Proprietary Products.

Pharmaceutical Services and Active Ingredients (“PSAI”):This segment includes active pharmaceutical ingredients and intermediaries, also known as active pharmaceutical products or bulk drugs, which are the principal ingredients for finished pharmaceutical products. Active pharmaceutical ingredients and intermediaries become finished pharmaceutical products when the dosages are fixed in a form ready for human consumption, such as a tablet, capsule or liquid using additional inactive ingredients. This segment also includes contract research services and the manufacture and sale of active pharmaceutical ingredients and steroids in accordance with the specific customer requirements.

Global Generics:This segment consists of finished pharmaceutical products ready for consumption by the patient, marketed under a brand name (branded formulations) or as generic finished dosages with therapeutic equivalence to branded formulations (generics). This reportable segment was formed through the combination and re-organization of the Company’s former Formulations and Generics segments in the year ended March 31, 2009.

Proprietary Products:This segment involves the discovery of new chemical entities and differentiated formulations for subsequent commercialization and out-licensing. ItThe Company’s differentiated formulations portfolio consists of new, synergistic combinations and technologies that improve safety and/or efficacy by modifying pharmacokinetics of existing medicines. This segment also involves the Company’s specialty pharmaceuticals business, which engages inconducts sales and marketing operations for in-licensed and co-developed dermatology products.

The CODM reviews revenue and gross profit as the performance indicator, and does not review the total assets and liabilities for each reportable segment.

The measurement of each segment’s revenues, expenses and assets is consistent with the accounting policies that are used in preparation of the Company’s consolidated financial statements.

                                     
Information about segments: For the years ended March 31, 
                          Proprietary 
  PSAI  Global Generics**  Products 
Reportable segments 2010  2009  2008  2010  2009  2008  2010  2009  2008 
                                     
Segment revenue(1)
 Rs.20,404  Rs.18,758  Rs.16,623  Rs.48,606  Rs.49,790  Rs.32,872  Rs.513  Rs.294  Rs.190 
Gross profit
 Rs.6,660  Rs.5,595  Rs.5,645  Rs.29,146  Rs.30,448  Rs.19,567  Rs.396  Rs.196  Rs.109 
Selling, general and administrative expenses                                    
Research and development expenses                                    
Impairment loss on other intangible assets                                    
Impairment loss on goodwill                                    
Other (income)/expense, net                                    
Results from operating activities
                                    
Finance expense/(income), net                                    
Share of profit of equity accounted investees, net of income tax                                    
Profit/(loss) before income tax
                                    
Income tax (expense)/benefit                                    
Profit/(loss) for the year
                                    

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

5. Segment reporting (continued)

   For the years ended March 31, 

Information about segments:

Reportable segments

  PSAI   Global Generics   Proprietary
Products
 
   2012   2011   2010   2012   2011   2010   2012   2011   2010 

Segment revenue(1)

  LOGO  23,812    LOGO  19,648    LOGO  20,404    LOGO  70,243    LOGO  53,340    LOGO  48,606    LOGO  1,078    LOGO  532    LOGO  513  

Gross profit

  LOGO  7,508    LOGO  5,105    LOGO  6,660    LOGO  44,263    LOGO  34,499    LOGO  29,146    LOGO  903    LOGO  382    LOGO  396  

Selling, general and administrative expenses

                  

Research and development expenses

                  

Impairment loss on other intangible assets

                  

Impairment loss on goodwill

                  

Other (income)/expense, net

                  

Results from operating activities

                  

Finance expense/(income), net

                  

Share of profit of equity accounted investees, net of income tax

                  

Profit/(loss) before income tax

                  

Income tax (expense)/benefit

                  

Profit/(loss) for the year

                  

[Continued from above table, first column repeated]

Information about segments:  For the years ended March 31, 
Reportable segments  Others   Total 
   2012   2011   2010   2012  2011  2010 

Segment revenue(1)

  LOGO  1,604    LOGO  1,173    LOGO  754    LOGO  96,737   LOGO  74,693   LOGO  70,277  

Gross profit

  LOGO  631    LOGO  277    LOGO  138    LOGO  53,305   LOGO  40,263   LOGO  36,340  

Selling, general and administrative expenses

         28,867    23,689    22,505  

Research and development expenses

         5,911    5,060    3,793  

Impairment loss on other intangible assets

         1,040    —      3,456  

Impairment loss on goodwill

         —      —      5,147  

Other expense/(income), net

         (765  (1,115  (569
        

 

 

  

 

 

  

 

 

 

Results from operating activities

        LOGO  18,252   LOGO  12,629   LOGO  2,008  

Finance (expense)/income, net

         160    (189  (3

Share of profit of equity accounted investees, net of income tax

         54    3    48  
        

 

 

  

 

 

  

 

 

 

Profit/(loss) before income tax

        LOGO  18,466   LOGO  12,443   LOGO  2,053  

Income tax(expense)/benefit

         (4,204  (1,403  (985
        

 

 

  

 

 

  

 

 

 

Profit/(loss) for the year

        LOGO  14,262   LOGO  11,040   LOGO  1,068  
        

 

 

  

 

 

  

 

 

 

(1)

Segment revenue for the year ended March 31, 20102012 does not include inter-segment revenues from PSAI to Global Generics which is accounted for at a cost of Rs.2,780LOGO 5,336 (as compared to Rs.2,371LOGO 3,146 and Rs.2,916LOGO 2,780 for the years ended March 31, 20092011 and 2008,2010, respectively) and inter-segment revenues from Global Generics to PSAI which is accounted for at a cost of Rs.17LOGO 0 (as compared to Rs.18LOGO 9 and Rs.47LOGO 17 for the years ended March 31, 20092011 and 2008,2010, respectively).

**Global Generics previously consisted of:

                         
  Formulations  Generics  Global Generics 
Segments For the year ended March 31,  For the year ended March 31,  For the year ended March 31, 
  2009  2008  2009  2008  2009  2008 
Revenue Rs.18,075  Rs.15,251  Rs.31,715  Rs.17,621  Rs.49,790  Rs.32,872 
Gross profit  13,085   11,204   17,363   8,363   30,448   19,567 
During the fiscal years ended March 31, 2009 and 2008, although resource allocation was done by the CODM at the Global Generics level, certain additional information (revenue and gross profit) with respect to the Company’s formulations and generics businesses continued to be reviewed by the CODM and, accordingly, further detailed information was included in the segment’s disclosures. However, effective April 1, 2009, the CODM no longer reviews information with respect to the Company’s formulations and generics business. Accordingly, the separate financial information relating to the Company’s formulations and generics business is no longer provided for the year ended March 31, 2010.

F-23


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

5. Segment reporting (continued)

[Continued from above table, first column(s) repeated]
                         
Information about segments: For the years ended March 31, 
  Others  Total 
Reportable segments 2010  2009  2008  2010  2009  2008 
Segment revenue(1)
 Rs.754  Rs.599  Rs.321  Rs.70,277  Rs.69,441  Rs.50,006 
Gross profit
 Rs.138  Rs.261  Rs.87  Rs.36,340  Rs.36,500  Rs.25,408 
Selling, general and administrative expenses              22,505   21,020   16,835 
Research and development expenses              3,793   4,037   3,533 
Impairment loss on other intangible assets              3,456   3,167   3,011 
Impairment loss on goodwill              5,147   10,856   90 
Other expense/(income), net              (569)  254   (402)
                      
Results from operating activities
              2,008   (2,834)  2,341 
Finance (expense)/income, net              (3)  (1,186)  521 
Share of profit of equity accounted investees, net of income tax              48   24   2 
                      
Profit/(loss) before income tax
              2,053   (3,996)  2,864 
Income tax (expense)/benefit              (985)  (1,172)  972 
                      
Profit/(loss) for the year
             Rs.1,068  Rs.(5,168) Rs.3,836 
                      
(1)Segment revenue for the year ended March 31, 2010 does not include inter-segment revenues from PSAI to Global Generics which is accounted for at a cost of Rs.2,780 (as compared to Rs.2,371 and Rs.2,916 for the years ended March 31, 2009 and 2008, respectively) and inter-segment revenues from Global Generics to PSAI which is accounted for at a cost of Rs.17 (as compared to Rs.18 and Rs.47 for the years ended March 31, 2009 and 2008, respectively).

Analysis of revenue by geography within the Global Generics Segment:

geography:

The following table shows the distribution of the Company’s revenues by geography, based on the location of the customer:

             
  For the year ended March 31, 
  2010  2009  2008 
India Rs.10,158  Rs.8,478  Rs.8,060 
North America  16,817   19,843   7,873 
Russia and other countries of the former Soviet Union  9,119   7,623   5,526 
Europe  9,643   11,886   10,216 
Others  2,869   1,960   1,197 
          
  Rs.48,606  Rs.49,790  Rs.32,872 
          

   For the year ended March 31, 
   2012   2011   2010 

India

  LOGO  16,517    LOGO  14,314    LOGO  12,808  

North America

   37,959     23,260     21,269  

Russia and other countries of the former Soviet Union

   13,260     10,858     9,119  

Europe

   17,410     16,058     16,779  

Others

   11,591     10,203     10,302  
  

 

 

   

 

 

   

 

 

 
  LOGO  96,737    LOGO  74,693    LOGO  70,277  
  

 

 

   

 

 

   

 

 

 

Analysis of assetsrevenue by reportable segments:

         
  As of March 31, 
  2010  2009 
PSAI Rs.23,047  Rs.20,188 
Global Generics  42,822   54,090 
Proprietary Products  592   1,018 
Others  13,869   8,496 
       
  Rs.80,330  Rs.83,792 
       
geography within the Global Generics Segment:

The following table shows the distribution of revenues of the Company’s Global Generics segment by geography, based on the location of the customer:

 

   For the year ended March 31, 
   2012   2011   2010 

India

  LOGO  12,931    LOGO  11,690    LOGO  10,158  

North America

   31,889     18,996     16,817  

Russia and other countries of the former Soviet Union

   13,260     10,858     9,119  

Europe

   8,259     8,431     9,643  

Others

   3,904     3,365     2,869  
  

 

 

   

 

 

   

 

 

 
  LOGO  70,243    LOGO  53,340    LOGO  48,606  
  

 

 

   

 

 

   

 

 

 

F-24


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

5. Segment reporting (continued)

Analysis

An analysis of depreciation and amortizationrevenues by reportable segments:

             
  For the year ended March 31, 
  2010  2009  2008 
PSAI Rs.1,360  Rs.1,138  Rs.838 
Global Generics  2,476   2,399   2,319 
Proprietary Products  141   139   90 
Others  183   138   115 
          
  Rs.4,160  Rs.3,814  Rs.3,362 
          
The above depreciation and amortization does not include the impairment loss on other intangible assets of Rs.3,456, Rs.3,167, and Rs.3,011 for the years ended March 31, 2010, 2009 and 2008, respectively, which relates to the Global Generics segment’s generics business. The above depreciation and amortization also does not include the impairment of goodwill of Rs.5,147, Rs.10,856 and Rs.90 for the years ended March 31, 2010, 2009 and 2008, respectively, which relates tokey products in the Company’s Global Generics segment’s generics business.
Analysissegment is given below:

   For the year ended March 31, 
   2012  2011   2010 

Omeprazole

  LOGO  10,332   LOGO  8,501    LOGO  6,289  

Olanzapine

   4,741  235     28  

Nimesulide

   4,097    3,543     2,874  

Lanzoprazole

   2,583    602     —    

Tacrolimus

   2,388    1,739     —    

Ciprofloxacin

   2,119    2,302     2,178  

Ketorolac

   1,950    1,811     1,593  

Ibuprofen

   1,535    1,194     1,100  

Fexofenadine (hcl and pseudoephedrine)

   1,809    2,432     1,673  

Ranitidine

   1,376    1,298     1,157  

Others

   37,313    29,683     31,714  
  

 

 

  

 

 

   

 

 

 

Total

  LOGO  70,243   LOGO  53,340    LOGO  48,606  
  

 

 

  

 

 

   

 

 

 

*Revenues are net of the losses recorded on account of cash flow hedges which the Company used to mitigate its foreign exchange exposure on profit share revenues accrued for sales of this product in the United States.

An analysis of property, plant and equipment and other intangible assets acquiredrevenues by reportable segments:

         
  For the year ended March 31, 
  2010  2009 
PSAI Rs.1,652  Rs.3,465 
Global Generics  5,033   4,274 
Proprietary Products  15   183 
Others  623   143 
       
  Rs.7,323  Rs.8,065 
       
Analysis of revenue by geography:
The following table shows the distribution ofkey products in the Company’s revenues by geography, based on the location of the customer:
             
  For the year ended March 31, 
  2010  2009  2008 
India Rs.12,808  Rs.11,460  Rs.10,451 
North America  21,269   24,012   11,374 
Russia and other countries of the former Soviet Union  9,119   7,623   5,526 
Europe  16,779   18,047   15,863 
Others  10,302   8,299   6,792 
          
  Rs.70,277  Rs.69,441  Rs.50,006 
          
PSAI segment is given below:

   For the year ended March 31, 
   2012   2011   2010 

Clopidogrel

  LOGO  2,560    LOGO  1,458    LOGO  1,118  

Escitalopram oxalate

   1,714     627     224  

Naproxen

   1,567     1,194     490  

Gemcitabine

   1,167     991     1,224  

Atorvastatin

   1,042     1,371     292  

Ramipril

   720     662     559  

Finasteride

   691     750     1,204  

Ciprofloxacin

   629     853     1,054  

Ranitidine

   581     568     487  

Rabeprazole

   562     528     717  

Others

   12,579     10,646     13,035  
  

 

 

   

 

 

   

 

 

 

Total

  LOGO  23,812    LOGO  19,648    LOGO  20,404  
  

 

 

   

 

 

   

 

 

 

Analysis of assets by geography:

The following table shows the distribution of the Company’s assets by geography, based on the location of assets:

         
  As of March 31, 
  2010  2009 
India Rs.46,994  Rs.36,638 
North America  12,090   16,165 
Russia and other countries of the former Soviet Union  3,608   3,475 
Europe  16,871   26,569 
Others  767   945 
       
  Rs.80,330  Rs.83,792 
       

 

   As of March 31, 
   2012   2011 

India

  LOGO  68,248    LOGO  52,056  

North America

   22,686     20,222  

Russia and other countries of the former Soviet Union

   6,788     4,824  

Europe

   20,806     17,051  

Others

   949     852  
  

 

 

   

 

 

 
  LOGO  119,477    LOGO  95,005  
  

 

 

   

 

 

 

F-25


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

5. Segment reporting (continued)

Analysis of property, plant and equipment and other intangible assets acquired by geography:

The following table shows the distribution of the Company’s acquisitions of property, plant and equipment including capital work in progress and other intangible assets by geography, based on the location of the property, plant and equipment and other intangible assets:

         
  For the year ended March 31, 
  2010  2009 
India Rs.6,866  Rs.4,740 
North America  258   1,503 
Russia and other countries of the former Soviet Union  11   74 
Europe  169   1,693 
Others  19   55 
       
  Rs.7,323  Rs.8,065 
       
An analysis

   For the year ended March 31, 
   2012   2011 

India

  LOGO  5,869    LOGO  8,875  

North America

   730     3,249  

Russia and other countries of the former Soviet Union

   28     12  

Europe

   284     111  

Others

   28     24  
  

 

 

   

 

 

 
  LOGO  6,939    LOGO  12,271  
  

 

 

   

 

 

 

Analysis of revenuesproperty, plant and equipment and other intangible assets acquired by key products inreportable segments:

   For the year ended March 31, 
   2012   2011 

PSAI

  LOGO  3,018    LOGO  3,940  

Global Generics

   3,715     5,944  

Proprietary Products

   25     1,831  

Others

   181     556  
  

 

 

   

 

 

 
  LOGO  6,939    LOGO  12,271  
  

 

 

   

 

 

 

Analysis of depreciation and amortization by reportable segments:

   For the year ended March 31, 
   2012   2011   2010 

PSAI

  LOGO  1,638    LOGO  1,413    LOGO  1,360  

Global Generics

   3,052     2,437     2,476  

Proprietary Products

   321     109     141  

Others

   202     189     183  
  

 

 

   

 

 

   

 

 

 
  LOGO  5,213    LOGO  4,148    LOGO  4,160  
  

 

 

   

 

 

   

 

 

 

The above depreciation and amortization does not include the Company’s PSAI segment is given below:

             
  For the year ended March 31, 
  2010  2009  2008 
Gemcitabine Rs.1,224  Rs.697  Rs.84 
Finasteride  1,204   1,127   952 
Clopidogrel  1,118   1,143   662 
Ciprofloxacin Hcl  1,054   1,031   815 
Rabeprazole Sodium  717   419   175 
Montelukast  623   601   319 
Ramipril  559   815   934 
Naproxen  490   1,068   636 
Ranitidine Hcl Form 2  487   355   364 
Losartan Potassium  428   381   316 
Others  12,500   11,121   11,366 
          
Total
 Rs.20,404  Rs.18,758  Rs.16,623 
          
An analysisimpairment loss on other intangible assets of revenues by key products inLOGO 1,040,LOGO 0 andLOGO 3,456 for the years ended March 31, 2012, 2011 and 2010, respectively, which relates to the Global Generics segment. The above depreciation and amortization also does not include the impairment of goodwill ofLOGO 0,LOGO 0 andLOGO 5,147 for the years ended March 31, 2012, 2011 and 2010, respectively, which relates to the Company’s Global Generics segment is given below:
             
  For the year ended March 31, 
  2010  2009  2008 
Omeprazole Rs.6,289  Rs.5,231  Rs.3,729 
Nimesulide  2,874   2,165   1,898 
Sumatriptan  2,543   7,188   21 
Ciprofloxacin  2,178   1,572   1,272 
Simvastatin  2,047   2,350   2,262 
Fexofenadine  1,673   2,872   2,188 
Ketorol  1,593   1,297   1,034 
Divalproex  1,265   372    
Ranitidine  1,157   809   280 
Ibuprofen  1,100   1,000   332 
Others  25,887   24,934   19,856 
          
Total
 Rs.48,606  Rs.49,790  Rs.32,872 
          

segment.

F-26


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

6. Business combination and other acquisitions

a.

Acquisition of a unit of The Dow Chemical Company

GSK’s manufacturing facility in Bristol, Tennessee, U.S.A and product rights

On April 28, 2008,November 23, 2010, the Company through its wholly-ownedwholly owned subsidiary, Dr. Reddy’s Laboratories (EU)Tennessee LLC, entered into an asset purchase agreement with Glaxosmithkline LLC and Glaxo Group Limited acquired a unit(collectively, “GSK”) for the acquisition of The Dow Chemical CompanyGSK’s penicillin-based antibiotics manufacturing facility in Bristol, Tennessee, U.S.A, the U.S. FDA approved product related rights over GSK’s Augmentin®(branded and generic) and Amoxil®(brand) brands of oral penicillin-based antibiotics in the United States (GSK retained the existing rights for these brands outside the United States), certain raw materials and finished goods inventory associated with its United Kingdom sites in MirfieldAugmentin®, and Cambridge for arights to receive certain transitional services from GSK. The transaction was subsequently consummated on March 29, 2011. The total cash consideration of Rs.1,302 (U.S.$32). The acquisition included customer contracts and relationships, associated active pharmaceutical ingredient products, process technology and know-how, technology licensing rights and the Dowpharma Small Molecules facilities located in Mirfield and Cambridge, United Kingdom. The Company also took over the existing work force as a part of the acquisition. The acquisition resulted in technology related synergies for the Company’s existing Pharmaceutical Services and Active Ingredients segment and gavetransaction amounted toLOGO 1,169 (U.S.$26). Through this acquisition, the Company access to an experienced research and development team.

entered the U.S. penicillin-containing antibacterial market segment, thereby broadening its portfolio in North America. The Company has accounted for thethis transaction as an acquisition under the purchase methodof business in accordance with IFRS No. 3, Business Combinations”. Accordingly, (Revised), as the integrated set of assets acquired constitutes a business as defined in the standard. These consolidated financial statements and the Company’s consolidated financial statements for the year ended March 31, 2011 include the financial results of this acquired business for the period from April 29, 20081, 2011 to March 31, 2009 have been included in the consolidated financial statements of the Company.
The following table summarizes the estimated fair value of the assets acquired2012 and liabilities assumed at the date of acquisition:
Recognized values on
Particularsacquisition
Property, plant and equipmentRs.741
Intangible assets801
Inventories231
Non-current liabilities, net(71)
Deferred tax liabilities, net(250)
Net identifiable assets and liabilitiesRs.1,452
Negative goodwill recognized in other expense/(income), net(150)
Consideration paid in cash(1)
Rs.1,302
(1)Total consideration paid includes direct acquisition costs of Rs.13.
As the acquisition involved a combination of purchase of shares of a legal entity and certain identifiable assets, the carrying value of assets and liabilities before acquisition could not be determined in accordance with IFRS.
The estimated useful lives of intangibles acquired are as follows:
Customer-related intangibles4-11 years
Product-related intangibles6-13 years
The negative goodwill on acquisition is attributable mainly to lower amounts paid towards intangible and other assets. The acquired business contributed revenues of Rs.1,021 and, including negative goodwill, profit of Rs.211 for the period from AprilMarch 29, 20082011 to March 31, 2009.

F-27


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
6. Business combination and other acquisitions (continued)
b. Acquisition of BASF Corporation’s manufacturing facility in Shreveport, Louisiana, U.S.A and related pharmaceutical contract manufacturing business
On April 30, 2008, the Company acquired BASF Corporation’s pharmaceutical contract manufacturing business and its manufacturing facility in Shreveport, Louisiana, U.S.A. for a total cash consideration of Rs.1,639 (U.S.$40). The business involves contract manufacturing of generic prescription and OTC products for branded and generic companies in the United States. This business includes customer contracts, related approved Abbreviated New Drug Applications (“ANDAs”) and approved New Drug Applications (“NDAs”), and trademarks, as well as the Shreveport manufacturing facility. The Company also took over the existing work force as a part of the acquisition. This acquisition relates to the Company’s Global Generics segment.
The Company has accounted for the acquisition under the purchase method in accordance with IFRS No. 3, “Business Combinations”. Accordingly, the financial results of this acquired business for the period from May 1, 2008 to March 31, 2009 have been included in the consolidated financial statements of the Company.
2011, respectively. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.

Particulars

Recognized values on
acquisition

Property, plant and equipment

LOGO  688

Intangible assets

   321  
Recognized values on
Particularsacquisition
Property, plant and equipmentRs.755
Intangible assets

Inventories

   482146  
Inventories

Other assets

   249132  

Deferred tax assetliability

   53(45

 

Net identifiable assets and liabilities

  Rs.LOGO1,5391,242  
Goodwill on acquisition100
Consideration paid

Negative goodwill recognized in cashother expense/(income), net(1)

Rs.1,639
(1)Total consideration paid includes direct acquisition costs of Rs.31.
As the acquisition involved the purchase of a unit of an existing entity with certain identifiable assets and liabilities, the carrying value of assets and liabilities before acquisition could not be determined in accordance with IFRS.
The estimated useful lives of intangibles acquired are as follows:
Customer-related intangibles4 – 9 years
Product-related intangibles9 – 10 years
Goodwill amounts to Rs.100 and is attributable mainly to the acquired employee workforce and synergies to be achieved from expected cost savings from using the Shreveport manufacturing facility. The acquired business contributed revenues of Rs.1,684 and net loss of Rs.189 for the period from May 1, 2008 to March 31, 2009.
c. Acquisition of Jet Generici Srl
On April 30, 2008, the Company acquired Jet Generici Srl, a company engaged in the sale of generic finished dosages in Italy, for a total cash consideration of Rs.148 (Euro 2.34). This acquisition resulted in the Company gaining an entry in the Italian market and access to Jet Generici’s customers, as well as the Company acquiring Jet Generici’s product related intangibles, and employee workforce. The transaction was accounted as an acquisition of business under the purchase method in accordance with IFRS No. 3, “Business Combinations” whereby the Company assumed net liabilities of Rs.14 (primarily consisting of product supply related trade payables) which resulted in goodwill of Rs.162.
d. Pro-forma information
If the above acquisitions had taken effect at the beginning of the reporting period (i.e., April 1, 2008) the revenue, loss before tax and loss after tax of the Company on a pro-forma basis would have been as below:
Year Ended March 31, 2009
RevenueRs.69,586
Profit/(loss) before tax

   (4,06373)
Profit/(loss) after tax  

(5,206

)

Consideration paid in cash

LOGO  1,169

 

(1)

The negative goodwill on acquisition is attributable mainly to lower amounts paid towards intangible and other assets.

F-28

No proforma information was disclosed in the consolidated financial statements for the year ended March 31, 2011, as the acquisition was immaterial.


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

6. Business Combination and other acquisitions (continued)
e. Acquisition of the entire equity interest of Perlecan Pharma Private Limited
In September 2005, the Company announced the formation of an integrated drug development company, Perlecan Pharma Private Limited (“Perlecan Pharma”), as a joint venture with Citigroup Venture Capital International Growth Partnership Mauritius Limited (“Citigroup Venture”) and ICICI Venture Funds Management Company (“ICICI Venture”). Perlecan Pharma is engaged in the clinical development and out-licensing of new chemical entity (“NCE”) assets. Under the terms of the joint venture agreement, Citigroup Venture and ICICI Venture each committed to contribute Rs.1,004 (U.S.$23) and the Company committed to contribute Rs.340 (U.S.$8) towards equity in Perlecan Pharma. The arrangement was subject to certain closing conditions which were completed on March 27, 2006, resulting in an amendment of certain terms of the joint venture agreement.
As a result, as of March 31, 2006, the Company owned approximately 14.28% of the equity of Perlecan Pharma. In addition, Perlecan Pharma issued warrants to the Company to purchase 45 million equity shares of Perlecan Pharma, at an exercise price of Rs.1.00 per equity share, the exercise of which was contingent upon the success of certain research and development milestones to be achieved by Perlecan Pharma. If the warrants were fully exercised then the Company would have owned approximately 62.5% of the equity of Perlecan Pharma. Furthermore, three out of seven directors on the Board of Directors of Perlecan Pharma were designated by the Company. In addition, as per the terms of the joint venture agreement, the Company had the first right to conduct product development and clinical trials on behalf of Perlecan Pharma on an arm’s length basis subject to the final decision by the board of directors of Perlecan Pharma. Considering these factors the Company has accounted for its investment in Perlecan Pharma in accordance with IAS 28, “Investments in Associates”.
As of March 31, 2006, the Company and the other two investors had invested Rs.101 (U.S.$2) and Rs.605 (U.S.$14), respectively in Perlecan Pharma. The Company was also committed to invest an additional amount of Rs.239 (U.S.$5) as its proportionate equity contribution in the future. As per the terms of the amended agreement, the Company was to be reimbursed by Perlecan Pharma for research and development costs of Rs.231 that were incurred by the Company prior to closing of the initial investment. The Company’s share in the loss of Perlecan Pharma for the period from March 28, 2006 through March 31, 2006 amounted to Rs.40. The reimbursement for research and development costs incurred by the Company prior to the closing was applied to reduce the carrying value of the equity investment in Perlecan Pharma as of March 31, 2006 to zero, with the remaining balance of Rs.170, recognized as ‘other liability’ as of March 31, 2006 (representing the Company’s commitment to make additional equity investments in Perlecan Pharma).
During the year ended March 31, 2007, the Company and the other two investors invested additional amounts of Rs.69 and Rs.413, respectively, in Perlecan Pharma. As a result, as of March 31, 2007, the Company’s ownership of Perlecan Pharma increased to approximately 14.31%. The Company’s share in the loss of Perlecan Pharma for the year ended March 31, 2007 amounted to Rs.63. As of March 31, 2007, the carrying value of the Company’s investment in Perlecan Pharma was Rs.3 and the other liability balance was Rs.170.
The Company’s share in the loss of Perlecan Pharma for the year ended March 31, 2008 amounted to Rs.13. As of March 31, 2008, the carrying value of Company’s investment in Perlecan Pharma was Rs.zero; the other liability balance was Rs.180.
On July 30, 2008, the Company acquired the entire equity interest (85.69%) of Citigroup Venture and ICICI Venture in Perlecan Pharma for a total cash consideration of Rs.758. Consequently, Perlecan Pharma became a consolidated subsidiary of the Company. The Company evaluated the acquisition in accordance with IFRS No. 3, “Business Combinations” and concluded that the acquired set of assets did not qualify to be a business and, therefore, accounted for this as an asset acquisition. Accordingly, the purchase price was allocated to the following assets:
Recognized values
Particularson acquisition
Current assets, net (includes Rs.386 of cash and cash equivalents)Rs.408
Intangible assets82
Deferred tax asset268
Total consideration paid
Rs.758
As a result of this acquisition, the “other liability” balance of Rs.180 was recognized in the March 31, 2009 income statement as a credit to research and development expenses.
During the year ended March 31, 2010, the Company concluded a legal reorganization to amalgamate its wholly-owned subsidiary, Perlecan Pharma, into its own operations. The appropriate High Court approval was received by the Company during the year ended March 31, 2010, which states that the Company is able to offset the carry-forward tax losses of Perlecan Pharma against the taxable income of the Company for periods effective from January 1, 2006. Accordingly, the Company has recorded an amount of Rs.268, representing the tax benefit arising from the carried forward tax losses of Perlecan Pharma, as a reduction to its current tax liability with an offset to the existing deferred tax asset recognized for the tax losses of Perlecan Pharma as at March 31, 2009.

 

F-29


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
7. Property, plant and equipment

The following is a summary of the change in carrying value of property, plant and equipment.

                             
                  Furniture,       
                  fixtures and       
          Plant and  Computer  office       
  Land  Buildings  equipment  equipment  equipment  Vehicles  Total 
Balance as at April 1, 2008 Rs.1,456  Rs.4,147  Rs.12,688  Rs.889  Rs.867  Rs.438  Rs.20,485 
Additions through business combination  84   425   949      38      1,496 
Other additions  405   938   2,784   227   159   106   4,619 
Disposals  (1)  (5)  (87)  (11)  (67)  (54)  (225)
Effect of changes in foreign exchange rates  (7)  76   125   10   (87)  (1)  116 
Balance as at March 31, 2009 Rs.1,937  Rs.5,581  Rs.16,459  Rs.1,115  Rs.910  Rs.489  Rs.26,491 
                             
Balance as at April 1, 2009 Rs.1,937  Rs.5,581  Rs.16,459  Rs.1,115  Rs.910  Rs.489  Rs.26,491 
Additions through business combination                     
Other additions  98   579   2,866   186   83   92   3,904 
Disposals     (20)  (219)  (127)  (25)  (89)  (480)
Effect of changes in foreign exchange rates  (15)  (173)  (33)  (33)  17   1   (236)
Balance as at March 31, 2010 Rs.2,020  Rs.5,967  Rs.19,073  Rs.1,141  Rs.985  Rs.493  Rs.29,679 
                             
Depreciation
                            
Balance as at April 1, 2008 Rs.  Rs.633  Rs.5,748  Rs.390  Rs.737  Rs.212  Rs.7,720 
Depreciation for the year     206   1,701   173   137   94   2,311 
Disposals     (1)  (47)  (11)  (59)  (41)  (159)
Effect of changes in foreign exchange rates     1   (36)  9   41   1   16 
Balance as at March 31, 2009 Rs.  Rs.839  Rs.7,366  Rs.561  Rs.856  Rs.266  Rs.9,888 
                             
Balance as at April 1, 2009 Rs.  Rs.839  Rs.7,366  Rs.561  Rs.856  Rs.266  Rs.9,888 
Depreciation for the year     236   1,990   232   120   103   2,681 
Disposals     (10)  (152)  (130)  (22)  (81)  (395)
Effect of changes in foreign exchange rates     (14)  (15)  (21)  (36)  (1)  (87)
Balance as at March 31, 2010 Rs.  Rs.1,051  Rs.9189  Rs.642  Rs.918  Rs.287  Rs.12,087 
                             
Net carrying value
                            
As at April 1, 2008  1,456   3,514   6,940   499   130   226   12,765 
                             
As at March 31, 2009  1,937   4,742   9,093   554   54   223   16,603 
Add: Capital-work-in progress                          4,279 
                           20,882 
                             
As at March 31, 2010 Rs.2,020  Rs.4,916  Rs.9,884  Rs.499  Rs.67  Rs.206  Rs.17,592 
Add: Capital-work-in progress                         Rs.4,867 
                          Rs.22,459 

 

   Land  Buildings  Plant and
equipment
  Computer
equipment
  Furniture,
fixtures
and office

equipment
  Vehicles  Total 

Gross carrying value

        

Balance as at April 1, 2010

  LOGO  2,020   LOGO  5,967   LOGO  19,073   LOGO  1,141   LOGO  985   LOGO  493   LOGO  29,679  

Additions through business combination

   56    435    170    10    6    —      677  

Other additions

   1,542    1,513    4,569    213    307    194    8,338  

Disposals

   (33  (26  (154  (115  (24  (98  (450

Effect of changes in foreign exchange rates

   13    20    68    10    4    —      115  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2011

  LOGO  3,598   LOGO  7,909   LOGO  23,726   LOGO  1,259   LOGO  1,278   LOGO  589   LOGO  38,359  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at April 1, 2011

  LOGO  3,598   LOGO  7,909   LOGO  23,726   LOGO  1,259   LOGO  1,278   LOGO  589   LOGO  38,359  

Additions through business combination

   —      —      —      —      —      —      —    

Other additions

   2    1,135    3,819    232    297    87    5,572  

Disposals

   —      —      (176  (94  (32  (88  (390

Effect of changes in foreign exchange rates

   39    170    283    14    15    2    523  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2012

  LOGO  3,639   LOGO  9,214   LOGO  27,652   LOGO  1,411   LOGO  1,558   LOGO  590   LOGO  44,064  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Depreciation

        

Balance as at April 1, 2010

   —     LOGO  1,051   LOGO  9,189   LOGO  642   LOGO  918   LOGO  287   LOGO  12,087  

Depreciation for the year

   —      271    2,229    225    125    112    2,962  

Disposals

   —      (18  (135  (113  (23  (84  (373

Effect of changes in foreign exchange rates

   —      6    18    11    4    (1  38  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2011

   —     LOGO  1,310   LOGO  11,301   LOGO  765   LOGO  1,024   LOGO  314   LOGO  14,714  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at April 1, 2011

   —     LOGO  1,310   LOGO  11,301   LOGO  765   LOGO  1,024   LOGO  314   LOGO  14,714  

Depreciation for the year

   —      389    2,692    216    202    129    3,628  

Disposals

   —      —      (127  (84  (27  (75  (313

Effect of changes in foreign exchange rates

   —      12    36    7    3    (1  57  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2012

   —     LOGO  1,711   LOGO  13,902   LOGO  904   LOGO  1,202   LOGO  367   LOGO  18,086  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying value

        

As at April 1, 2010

  LOGO  2,020   LOGO  4,916   LOGO  9,884   LOGO  499   LOGO  67   LOGO  206   LOGO  17,592  

As at March 31, 2011

  LOGO  3,598   LOGO  6,599   LOGO  12,425   LOGO  494   LOGO  254   LOGO  275   LOGO  23,645  

Add: Capital-work-in-progress

        LOGO  5,997  

Total as at March 31, 2011

        LOGO  29,642  

As at March 31, 2012

  LOGO  3,639   LOGO  7,503   LOGO  13,750   LOGO  507   LOGO  356   LOGO  223   LOGO  25,978  

Add: Capital-work-in-progress

        LOGO  7,268  
        

 

 

 

Total as at March 31, 2012

        LOGO  33,246  
        

 

 

 

F-30

Government grants


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(During the years ended March 31, 2012 and 2011, the State of Louisiana approved the Company’s application for certain grants associated with construction of a manufacturing facility in millions, exceptthe United States amounting toLOGO 54 (U.S.$1.1) andLOGO 47 (U.S.$1), respectively. As per the terms of these grants, the State of Louisiana placed certain ongoing conditions on the Company, requiring a minimum cost to be incurred and also requiring employment of a minimum number of people. In proportion to the actual cost incurred, the Company has accrued the proportionate share and per share data and where otherwise stated)
7. Property,of each grant as a reduction from the carrying value of property, plant and equipment (continued)
equipment. As at March 31, 2012, the Company received a total amount ofLOGO 101 (U.S.$2.1) in respect of grants from the State of Louisiana. As on March 31, 2012, the Company was in compliance with all the conditions attached to these grants.

Capital commitments

As of March 31, 20102012 and 2009,2011, the Company was committed to spend approximately Rs.2,948LOGO 2,351 and Rs.996,LOGO 3,459, respectively, under agreements to purchase property, plant and equipment. This amount is net of capital advances paid in respect of such purchases.

purchase commitments.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

7. Property, plant and equipment (continued)

Interest capitalization

During the years ended March 31, 20102012 and 2009,2011, the Company capitalized interest cost of Rs.67LOGO 107 and Rs.103,LOGO 70, respectively. The rate for capitalization of interest cost for the years ended March 31, 20102012 and 20092011 was approximately 4.5%2.5% and 7%1%, respectively.

Assets acquired under finance leases

Property, plant and equipment include Rs.279LOGO 352 and Rs.308LOGO 302 (including accumulated depreciation of Rs.62LOGO 111 and Rs.46)LOGO 80) of assets acquired under finance leases as of March 31, 20102012 and 2009,2011, respectively.

8. Goodwill

Goodwill arising upon business acquisitions is not amortized but tested for impairment at least annually or more frequently if there is any indication that the cash generating unit to which goodwill is allocated is impaired.

The following table presents the changes in goodwill during the years ended March 31, 20102012 and 2009:

         
  As of March 31, 
  2010  2009 
         
Opening balance(1)
 Rs.18,246  Rs.17,087 
Goodwill arising on business combinations     262 
Effect of translation adjustments(3)
  21   897 
       
Closing balance (1)
 Rs.18,267  Rs.18,246 
       
Less: Impairment loss(2)
  (16,093)  (10,946)
       
  Rs.2,174  Rs.7,300 
       
2011:

   As of March 31, 
   2012  2011 

Opening balance(1)

  LOGO  18,273   LOGO  18,267  

Goodwill arising on business combinations

   —      —    

Effect of translation adjustments

   28    6  
  

 

 

  

 

 

 

Closing balance(1)

  LOGO  18,301   LOGO  18,273  

Less: Impairment loss

   (16,093  (16,093
  

 

 

  

 

 

 
  LOGO  2,208   LOGO  2,180  
  

 

 

  

 

 

 

(1)

This does not include goodwill arising upon investment in associate of Rs.181,LOGO 181, as at March 31, 20102012 and 2009,2011, which is included in the carrying value of the investment in the equity accounted investees.

(2)The impairment loss includes Rs.5,147 and Rs.10,856 for the years ended March 31, 2010 and 2009, respectively, which relates to the Company’s German subsidiary, betapharm, which is part of the Global Generics segment (refer to Note 9 for details).
(3)Effect of translation adjustments includes Rs.1,630 for the year ended March 31, 2010 and Rs. zero for the year ended March 31, 2009 on account of translation of impairment loss.

For the purpose of impairment testing, goodwill is allocated to a cash generating unit (“CGU”) representing the lowest level within the Company at which goodwill is monitored for internal management purposes, and which is not higher than the Company’s operating segment. Accordingly, goodwill has been allocated for impairment testing purposes to the following cash generating units identified by the Company:

F-31

PSAI- Active Pharmaceutical operations


Global Generics- North America Operations

Global Generics- Italy Operations

Global Generics- Branded Formulations

Global Generics- European Operations

Global Generics- betapharm CGU

Global Generics- Shreveport Operations

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

8. Goodwill (continued)

The carrying amount of goodwill (other than those arising upon investment in associate) was allocated to cash generating units as follows:

   As of March 31, 
   2012   2011 

PSAI- Active Pharmaceutical operations

  LOGO  997    LOGO  997  

Global Generics- North America Operations

   762     731  

Global Generics- Italy Operations

   175     157  

Global Generics- Branded Formulations

   168     168  

Others

   106     127  
  

 

 

   

 

 

 
  LOGO  2,208    LOGO  2,180  
  

 

 

   

 

 

 

The recoverable amounts of the above cash generating units have been assessed using a value-in-use model. Value in use is calculated as the net present value of the projected post-tax cash flows plus a terminal value of the cash generating unit to which the goodwill is allocated. Initially a post-tax discount rate is applied to calculate the net present value of the post-tax cash flows. Key assumptions on which the Company has based its determinations of value-in-use include:

a)

Estimated cash flows for five years based on internal management budgets and estimates.

b)

Terminal value arrived by extrapolating last forecasted year cash flows to perpetuity, using a constant long-term growth rate of 0%. This long-term growth rate takes into consideration external macroeconomic sources of data. Such long-term growth rate considered does not exceed that of the relevant business and industry sector.

c)

The post-tax discount rates used are based on the Company’s weighted average cost of capital.

d)

Value-in-use is calculated using after tax assumptions. The use of after tax assumptions does not result in a value-in-use that is materially different from the value-in-use that would result if the calculation was performed using before tax assumptions. The after tax discount rates used range from 6.7% to 10.3% for various cash generating units. The before tax discount rates range from 6.8% to 10.6%.

The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

9. Other intangible assets

The following is a summary of changes in carrying value of other intangible assets:

                     
  Trademarks  Trademarks  Product  Beneficial toll  Technology 
  with finite  with indefinite  related  Manufacturing  related 
  useful life  useful life  intangibles  contracts  intangibles 
Gross carrying value/cost
                    
Balance as at April 1, 2008 Rs.2,581  Rs.6,515  Rs.14,877  Rs.730  Rs. 
Additions through business combinations        138      716 
Other additions        145       
Effect of changes in foreign exchange rates  (18)  411   811   46   (59)
Reclassifications  6,926   (6,926)         
                
Balance as at March 31, 2009
 Rs.9,489  Rs.  Rs.15,971  Rs.776  Rs.657 
                
                     
Balance as at April 1, 2009 Rs.9,489  Rs.  Rs.15,971  Rs.776  Rs.657 
Additions through business combinations               
Other additions        2,701       
Effect of changes in foreign exchange rates  (719)     (1,317)  (80)  (41)
Reclassifications               
                
Balance as at March 31, 2010
 Rs.8,770  Rs.  Rs.17,355  Rs.696  Rs.616 
                
                     
Amortization/Impairment loss
                    
Balance as at April 1, 2008 Rs.2,522  Rs.  Rs.5,023  Rs.483  Rs. 
Amortization for the year  34      993   279   79 
Impairment loss        3,167       
Effect of changes in foreign exchange rates  2      84   14   4 
                
Balance as at March 31, 2009
 Rs.2,558  Rs.  Rs.9,267  Rs.776  Rs.83 
                
                     
Balance as at April 1, 2009 Rs.2,558  Rs.  Rs.9,267  Rs.776  Rs.83 
Amortization for the year  577      596      97 
Impairment loss  1,211      2,112       
Effect of changes in foreign exchange rates  (174)     (948)  (80)  (14)
                
Balance as at March 31, 2010
 Rs.4,172  Rs.  Rs.11,027  Rs.696  Rs.166 
                
                     
Net carrying amount
                    
As at April 1, 2008  59   6,515   9,854   247    
                
As at March 31, 2009  6,931      6,704      574 
                
As at March 31, 2010
 Rs.4,598  Rs.  Rs.6,328  Rs.  Rs.450 
                

 

   Trademarks with
finite useful life
   Product related
intangibles
  Technology
related intangibles
 

Gross carrying value/cost

     

Balance as at April 1, 2010

  LOGO  8,770    LOGO  17,355   LOGO  616  

Additions through business combinations

   —       321    —    

Other additions

   —       1,777    14  

Deletions

   —       (3  —    

Effect of changes in foreign exchange rates

   301     550    116  
  

 

 

   

 

 

  

 

 

 

Balance as at March 31, 2011

  LOGO  9,071    LOGO  20,000   LOGO  746  
  

 

 

   

 

 

  

 

 

 

Balance as at April 1, 2011

  LOGO  9,071    LOGO  20,000   LOGO  746  

Additions through business combinations

   —       —      —    

Other additions

   —       —      30  

Deletions

   —       (213  —    

Effect of changes in foreign exchange rates

  LOGO  462    LOGO  1,176   LOGO  87  
  

 

 

   

 

 

  

 

 

 

Balance as at March 31, 2012

  LOGO  9,533    LOGO  20,963   LOGO  863  
  

 

 

   

 

 

  

 

 

 

Amortization/impairment loss

     

Balance as at April 1, 2010

  LOGO  4,172    LOGO  11,027   LOGO  166  

Amortization for the year

   418     573    84  

Impairment loss

   —       —      —    

Deletions

   —       —      —    

Effect of changes in foreign exchange rates

   100     405    5  
  

 

 

   

 

 

  

 

 

 

Balance as at March 31, 2011

  LOGO  4,690    LOGO  12,005   LOGO  255  
  

 

 

   

 

 

  

 

 

 

Balance as at April 1, 2011

  LOGO  4,690    LOGO  12,005   LOGO  255  

Amortization for the year

   465     943    108  

Impairment loss

   —       1,040    —    

Deletions

   —       (87  —    

Effect of changes in foreign exchange rates

   160     669    33  
  

 

 

   

 

 

  

 

 

 

Balance as at March 31, 2012

  LOGO  5,315    LOGO  14,570   LOGO  396  
  

 

 

   

 

 

  

 

 

 

Net carrying amount

     

As at April 1, 2010

  LOGO  4,598    LOGO  6,328   LOGO  450  

As at March 31, 2011

  LOGO  4,381    LOGO  7,995   LOGO  491  

As at March 31, 2012

  LOGO  4,218    LOGO  6,393   LOGO  467  

F-32


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

9. Other intangible assets (continued)

[Continued from above table, first column(s)column repeated]

             
  Customer       
  related       
  intangibles  Others  Total 
             
Gross carrying value/cost
            
Balance as at April 1, 2008 Rs.236  Rs.146  Rs.25,085 
Additions through business combinations  409   49   1,312 
Other additions     190   335 
Effect of changes in foreign exchange rates  62   2   1,255 
Reclassifications         
          
Balance as at March 31, 2009
 Rs.707  Rs.387  Rs.27,987 
          
             
Balance as at April 1, 2009 Rs.707  Rs.387  Rs.27,987 
Additions through business combinations         
Other additions  12   118   2,831 
Effect of changes in foreign exchange rates  (51)  (8)  (2,216)
Reclassifications         
          
Balance as at March 31, 2010
 Rs.668  Rs.497  Rs.28,602 
          
             
Amortization/Impairment loss
            
Balance as at April 1, 2008 Rs.161  Rs.140  Rs.8,329 
Amortization for the year  63   55   1,503 
Impairment loss        3,167 
Effect of changes in foreign exchange rates  3   2   109 
          
Balance as at March 31, 2009
 Rs.227  Rs.197  Rs.13,108 
          
             
Balance as at April 1, 2009 Rs.227  Rs.197  Rs.13,108 
Amortization for the year  155   54   1,479 
Impairment loss  133      3,456 
Effect of changes in foreign exchange rates  (21)  (3)  (1,240)
          
Balance as at March 31, 2010
 Rs.494  Rs.248  Rs.16,803 
          
             
Net carrying amount
            
As at April 1, 2008  75   6   16,756 
          
As at March 31, 2009  480   190   14,879 
          
As at March 31, 2010
 Rs.174  Rs.249  Rs.11,799 
          

   Customer
related
intangibles
       Others          Total     

Gross carrying value/cost

     

Balance as at April 1, 2010

  LOGO   668    LOGO   497   LOGO   27,906  

Additions through business combinations

   —       —      321  

Other additions

   13     —      1,804  

Deletions

   —       (50  (53

Effect of changes in foreign exchange rates

   5     (78  894  
  

 

 

   

 

 

  

 

 

 

Balance as at March 31, 2011

  LOGO   686    LOGO   369   LOGO   30,872  
  

 

 

   

 

 

  

 

 

 

Balance as at April 1, 2011

  LOGO   686    LOGO   369   LOGO   30,872  

Additions through business combinations

   —       —      —    

Other additions

   11     86    127  

Deletions

   —       —      (213

Effect of changes in foreign exchange rates

   63     11    1,799  
  

 

 

   

 

 

  

 

 

 

Balance as at March 31, 2012

  LOGO   760    LOGO   466   LOGO   32,585  
  

 

 

   

 

 

  

 

 

 

Amortization/impairment loss

     

Balance as at April 1, 2010

  LOGO   494    LOGO   248   LOGO   16,107  

Amortization for the year

   66     45    1,186  

Impairment loss

   —       —      —    

Deletions

   —       —      —    

Effect of changes in foreign exchange rates

   2     1    513  
  

 

 

   

 

 

  

 

 

 

Balance as at March 31, 2011

  LOGO   562    LOGO   294   LOGO   17,806  
  

 

 

   

 

 

  

 

 

 

Balance as at April 1, 2011

  LOGO   562    LOGO   294   LOGO   17,806  

Amortization for the year

   57     13    1,586  

Impairment loss

   —       —      1,040  

Deletions

   —       —      (87

Effect of changes in foreign exchange rates

   50     7    919  
  

 

 

   

 

 

  

 

 

 

Balance as at March 31, 2012

  LOGO   669    LOGO   314   LOGO   21,264  
  

 

 

   

 

 

  

 

 

 

Net carrying amount

     

As at April 1, 2010

   174     249    11,799  
  

 

 

   

 

 

  

 

 

 

As at March 31, 2011

   124     75    13,066  
  

 

 

   

 

 

  

 

 

 

As at March 31, 2012

  LOGO   91    LOGO   152   LOGO   11,321  
  

 

 

   

 

 

  

 

 

 

The selling, general and administrative expenses included Rs.1,479, Rs.1,503LOGO 1,586,LOGO 1,186 and Rs.1,588LOGO 1,479 of amortization of other intangible assets for the years ended March 31, 2010, 20092012, 2011 and 2008,2010, respectively. The weighted average remaining useful life of other intangibles was approximately 107.7 years as at March 31, 2010.

2012.

On March 31, 2011, the Company, through its wholly owned subsidiary Promius Pharma LLC, entered into an agreement with Coria Laboratories Limited (a subsidiary of Valeant Pharmaceuticals International, Inc.) (“Coria”) for the right to manufacture, distribute and market its Cloderm® (clocortolone pivalate 0.1%) product in the United States. Cloderm® is a cream used for treating dermatological inflammation, and is an existing U.S. FDA approved product. In addition to acquiring all relevant U.S. FDA product regulatory approvals and intellectual property rights (other than trademarks) associated with the Cloderm® product, the Company also acquired an underlying raw material supply contract and an exclusive license to use the trademark “Cloderm®” for a period of 8 years. The rights and ownership of this trademark would get transferred from Coria to the Company at the end of the 8th year, subject to payment of all royalties under the contract by the Company. Considerations for these transactions includes an upfront payment ofLOGO 1,605 (U.S.$36) in cash and contingent consideration in the form of a royalty equal to 4% of the Company’s net sales of Cloderm® in the United States during the 8 year trademark license period.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

9. Other intangible assets (continued)

Since the integrated set of assets acquired as part of these transactions does not meet the definition of a business, the acquisition was recorded as a purchase of an integrated set of complementary intangible assets with similar economic useful lives. Furthermore, contingent payments associated with future sales were also considered as an element of cost, as they were directly associated with the acquisition of absolute control over the product related intangibles and do not relate to any substantive future activities either by the Company or Coria. Accordingly, an amount ofLOGO 171 (U.S.$4) was measured as management’s best estimate of the present value for the royalty payments over the 8 year trademark license period.

Product related intangibles acquired during the year ended March 31, 2010 includes an amount of Rs.2,680LOGO 2,680 (U.S.$57), representing the value of re-acquired rights on the product portfolio that arose upon the exercise by I-VEN Pharma Capital Limited (“I-VEN”) of the portfolio termination value option under its research and development agreement with the Company entered into during the year ended March 31, 2005, as amended. Refer to Note 21 of these consolidated financial statements for further details.

Impairment losses recorded during the year ended March 31, 2008

Impairment losses recorded during the year ended March 31, 2008 also primarily related to product related intangibles amounting to Rs.3,011 of the Company’s German subsidiary, betapharm Arzneimittel GmbH. This impairment resulted from adverse market developments, such as decreases in market prices and an increasing trend in certain new types of rebates negotiated with State Healthcare Insurance funds, and further affected by supply constraints. The recoverable amount was determined under the fair value less cost to sell approach using the discounted cash flows methodology.
Impairment losses recorded during the year ended March 31, 2009
During the year ended March 31, 2009, there were significant changes in the generics market related to the Company’s German subsidiary, betapharm Arzneimittel GmbH (“betapharm”). These changes included a decrease in the reference prices of its products, increased quantity of discount contracts being negotiated with State Healthcare Insurance (“SHI”) funds, and

F-33


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
9. Other intangible assets (continued)
announcement of a large competitive bidding sale (or “tender”) process from the Allgemeine Ortskrankenkassen (“AOK”), one of the largest SHI funds in Germany. Due to these adverse market developments, as at March 31, 2009, the Company tested the carrying value of its product related intangibles, being the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable value of the above product-related intangibles were determined as the higher of its value in use and its fair value less costs to sell. This resulted in the fair value less costs to sell being the recoverable value of such intangibles. The impairment testing indicated that the carrying values of certain product-related intangibles were higher than their recoverable value, resulting in the Company recording an impairment loss on certain product related intangibles amounting to Rs.3,167 during the year ended March 31, 2009.
As at March 31, 2009, the Company also performed its annual impairment analysis related to the betapharm cash-generating unit, comprised of the above product related intangibles, the indefinite life trademark/brand — ‘beta’ and acquired goodwill. The recoverable value of the betapharm cash-generating unit was based on its fair value less costs to sell, which was higher than its value in use. The impairment testing indicated that the carrying value of the betapharm cash-generating unit was higher than its recoverable value, resulting in the Company recording an impairment loss of goodwill amounting to Rs.10,856 during the year ended March 31, 2009.
Impairment losses recorded duringfor the year ended March 31, 2010

Pursuant to the ongoing reforms in the German generic pharmaceutical market, as referenced above, further tenders were announced by several SHI funds during the year ended March 31, 2010. The Company had participated in these tenders through its wholly-owned subsidiary betapharm.betapharm Arzneimittel GmbH (“betapharm”). The final results of a majority of these tenders were announced during the period ended December 31, 2009, with a lower than anticipated success rate for betapharm. As a result of the increasing usage of tender processes by SHI funds, the Company expects contracts awarded in tenders to account for a significant portion of future sales in the German generics pharmaceutical market, at a rate which is comparatively higher than the assumptions the Company had made earlier during the year ended March 31, 2009.

Due to these results, management hashad reassessed the impact of these tenders on its future forecasted sales and profits in the German generic pharmaceutical market and hashad determined it appropriate to significantly revise its estimates for fiscal years ended March 31, 2011 and thereafter. Accordingly, and in light of further deterioration and adverse market conditions in the German generic pharmaceuticals market as at December 31, 2009, the Company hashad reassessed the recoverable amounts of betapharm’s product-relatedproduct- related intangibles, the cash generating unit which comprises these product-related intangibles, its trademark/brand “beta” and the related acquired goodwill (collectively referred to as the “betapharm CGU”). The recoverable amount of both the product-related intangibles and the betapharm CGU was based on their fair value less costs to sell, which was higher than its value in use. As a result of this re-evaluation, the carrying amounts of both the product-related intangibles and the betapharm CGU were determined to be higher than their respective recoverable amounts. Accordingly, an impairment loss of Rs.2,112LOGO 2,112 for the product related intangibles and Rs.6,358LOGO 6,358 for goodwill in the betapharm CGU has beenwas recognized in the profit or loss. Of the impairment loss pertaining to the betapharm CGU, Rs.5,147 has beenLOGO 5,147 was allocated to the carrying value of goodwill, thereby impairing the entire carrying value and the remaining Rs.1,211 has beenLOGO 1,211 was allocated to the trademark/brand — ‘beta’—‘beta’, which forms a significant portion of the betapharm CGU. No further impairment indicators were identified up to March 31, 2010.

The above impairment losses relate to the Company’s Global Generics segment.

The Company used the discounted cash flow approach to calculate the fair value less cost to sell, with the assistance of independent appraisers. The key assumptions considered in the calculation arewere as follows:

Revenue projections arewere based on the approved revised budgets for the fiscal year ended March 31, 2011, based on management’s analysis of current orders booked and the actual performance of betapharm during recent months. These projections took into account the expected long term growth rate in the German generics industry. Accordingly, based on the industry reports and other information, the Company projected a constant 1% decline in revenue on a year-on-year basis for betapharm’s existing products.

The net cash flows were discounted based on a post-tax discounting tax rate ranging from 7.44% to 9.34%.

During the year ended March 31, 2011, the Company participated in the new tender announced by the AOK (renewal of the tender products which were part of the AOK tender announced during the year ended March 31, 2009). The Company was successful in winning 12 products in the tender. The Company concluded that, due to the inconsequential favorable impact on its net margins, no adjustment to previously recorded impairments losses were necessary.

Impairment losses recorded for the year ended March 31, 2012

During the three months ended March 31, 2012, there were certain significant changes in the German generics pharmaceutical market that are expected to adversely impact the future operations of the Company’s German subsidiary, betapharm Arzneimittel GmbH (“betapharm”). Among other things, there was a reference pricing review which resulted in a reduction of the government mandated price of certain of betapharm’s products being sold and is expected to adversely affect its sales margins. In addition, one of the key SHI funds, Barmer GEK, announced a large sales tender which is expected to cause significant impact on the price realization of some of the key products of betapharm.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

9. Other intangible assets (continued)

As a result of such adverse market developments, the Company reassessed the recoverable amounts of betapharm’s product-related intangibles, and that of the cash generating unit which comprises these product-related intangibles and its trademark/brand “beta”. The recoverable amount of both the product-related intangibles and the betapharm cash generating unit was based on their fair value less costs to sell, which was higher than its value in use. As a result of this re-evaluation, the carrying amount of certain product-related intangibles was determined to be higher than its recoverable amount. Accordingly, an impairment loss ofLOGO 1,022 for the product related intangibles was recorded for the year ended March 31, 2012.

The above impairment losses relate to the Company’s Global Generics segment.

The Company used the discounted cash flow approach to calculate the fair value less cost to sell. The key assumptions considered in the calculation are as follows:

Revenue projections are based on the revised budgets for the fiscal year ending March 31, 2011,2013, based on management’s analysis of current orders booked and the actual performance of betapharm during recent months. These projections take into account the expected long term growth rate in the German generics industry. Accordingly, based on the industry reports and other information, the Company projects a constant 1% decline in revenue on a year-on-year basis for betapharm’s existing products.

The net cash flows have been discounted based on a post-tax discounting tax rate ranging from 7.44%6.33% to 9.34%8.05%.

Change in estimated useful life

As at March 31, 2012, the carrying amount of indefinite life trademark/brand — ‘beta’

Duethe betapharm cash generating unit consisted of intangibles amounting to the adverse market developments in the German generic pharmaceutical market as referenced above, and consequential impairment losses recorded by the CompanyLOGO 6,294.

De-recognition of intangible assets during the year ended March 31, 2009 in its betapharm CGU, the Company had reviewed the useful life of its indefinite life intangible asset trademark/brand — “beta”. 2010

The carrying amount of this intangible was Rs.6,926 as at March 31, 2009, and the Company determined it to be a finite life intangible asset with a useful life of 12 years. The effect of this change in the amortization expense has been recognized from and after April 1, 2009.

De-recognition of intangible assets
As explained in Note 6.b. above, the Company acquired BASF Corporation’s pharmaceutical contract manufacturing business and manufacturing facility in Shreveport, Louisiana, in April 2008. As part of the purchase price, Rs.482LOGO 482 was allocated to “customer related intangible assets” and “product-related intangibles”. Rs.142LOGO 142 of the above allocation pertains to a contract with Par Pharmaceuticals Inc. (“Par”) relating to sales of ibuprofen to Par. During the year ended March 31, 2010, there has beenwas clear evidence of a decline in sales of ibuprofen to Par. Accordingly, as at December 31, 2009 the Company hashad written off the remaining carrying amount of Rs.133LOGO 133 pertaining to this product and customer, as it expectsexpected no economic benefits from the use or disposal of these contracts in future periods. The amount derecognized isde-recognized was disclosed as part of “impairment loss on other intangible assets” in the Company’s consolidated income statement.

F-34

De-recognition of intangible assets during the year ended March 31, 2012


Based on the recent business performance and evaluation of expected cash flows from certain customer related intangibles pertaining to the Company’s New Zealand business, an impairment loss ofLOGO 18 was recorded for the year ended March 31, 2012.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
10. Investment in equity accounted investees
The Company’s share of profit in equity accounted investees for the years ended March 31, 2010, 2009 and 2008 was Rs.48, Rs.24 and Rs.2, respectively.

Reddy Kunshan (Joint venture)

Kunshan Rotam Reddy Pharmaceuticals Co. Limited (“Reddy Kunshan”) is engaged in manufacturing and marketing of active pharmaceuticalspharmaceutical ingredients and intermediaries and formulations in China. The Company’s interest in Reddy Kunshan was 51.3% as of March 31, 20102012 and 2009.2011. Three directors of the Company are on the board of directors of Reddy Kunshan, which consists of seven directors. Under the terms of the joint venture agreement, all major decisions with respect to operating activities, significant financing and other activities are taken by the approval of at least five of the seven directors of Reddy Kunshan’s board. As the Company does not control Reddy Kunshan’s board and the other partners have significant participating rights, the Company’s interest in Reddy Kunshan has been accounted for under the equity method of accounting.

Summary financial information of Reddy Kunshan, as translated into the reporting currency of the Company and not adjusted for the percentage ownership held by the Company, is as follows:

             
  As of/for the year ended March 31, 
  2010  2009  2008 
Ownership  51.3%  51.3%  51.3%
             
Total current assets Rs.428  Rs.427  Rs.184 
Total non-current assets  191   217   324 
          
Total assets
 Rs.619  Rs.644  Rs.508 
             
Equity Rs.373  Rs.298  Rs.191 
             
Total current liabilities  245   345   316 
Total non-current liabilities  1   1   1 
          
Total liabilities
 Rs.246  Rs.346  Rs.317 
          
             
Revenues Rs.791  Rs.611  Rs.878 
Expenses  697   563   849 
Profit for the year
 Rs.94  Rs.48  Rs.29 

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

10. Investment in equity accounted investees (continued)

   As of/for the year ended March 31, 
   2012  2011  2010 

Ownership

   51.3  51.3  51.3

Total current assets

  LOGO   830   LOGO   548   LOGO   428  

Total non-current assets

   251    190    191  
  

 

 

  

 

 

  

 

 

 

Total assets

  LOGO   1,081   LOGO   738   LOGO   619  

Equity

   554    379    373  

Total current liabilities

   527    359    245  

Total non-current liabilities

   —      1    1  
  

 

 

  

 

 

  

 

 

 

Total liabilities

  LOGO   527   LOGO   360   LOGO   246  

Revenues

   1,237    818    791  

Expenses

   1,133    812    697  
  

 

 

  

 

 

  

 

 

 

Profit for the year

   104    6    94  

The Company’s share of profits in Reddy Kunshan for the years ended March 31, 2012, 2011 and 2010 2009wasLOGO 54,LOGO 3 and 2008 was Rs.48, Rs.25 and Rs.15,LOGO 48, respectively. The carrying value of the Company’s investment in Reddy Kunshan as of March 31, 20102012 and 20092011 was Rs.310LOGO 368 and Rs.262,LOGO 313, respectively.

Perlecan Pharma (Equity accounted investee through July 30, 2008)
As described in Note 6.e. above, the Company acquired the entire equity interest in Perlecan Pharma in July 2008 The translation adjustment arising out of translation of foreign currency balances amounted toLOGO 97 andLOGO 63 as a result, it became a wholly-owned subsidiary of the Company.
Summary financial information of Perlecan Pharma, not adjusted for the percentage ownership held by the Company, is as follows:
As of/for the year ended
March 31, 2008
Ownership14.31%
Total assetsRs.425
Equity398
Total liabilities27
Income41
Expenses(136)
Loss for the year
Rs.(95)
The Company’s share of losses in Perlecan Pharma for the period from April 1, 2008 to July 30, 2008 and for the year ended March 31, 2008 was Rs.12012 and Rs.13,2011, respectively.

11. Other investments

Other investments consist of investments in units of mutual funds, equity securities and term deposits (i.e., certificates of deposit) with banks. The details of such investments as of March 31, 2012 were as follows:

 

   Cost   Gain/(loss)
recognized
directly in
equity
   Fair value 

Investment in units of mutual funds

  LOGO   2,070    LOGO   10    LOGO   2,080  

Investment in equity securities

   3     22     25  

Term deposits with banks

   8,668     —       8,668  
  

 

 

   

 

 

   

 

 

 
  LOGO   10,741    LOGO   32    LOGO   10,773  
  

 

 

   

 

 

   

 

 

 

F-35

The details of such investments as of March 31, 2011 were as follows:


   Cost   Gain/(loss)
recognized
directly in
equity
   Fair value 

Investment in units of mutual funds

  LOGO   —      LOGO   —      LOGO   —    

Investment in equity securities

   3     30     33  

Term deposits with banks

   —       —       —    
  

 

 

   

 

 

   

 

 

 
  LOGO   3    LOGO   30    LOGO   33  
  

 

 

   

 

 

   

 

 

 

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

11. Other investments
Other investments consist of investments in units of mutual funds, debt securities and equity securities that are classified as available for sale assets. The details of such investments as of March 31, 2010 were as follows:
             
      Gain/(loss)    
      recognized    
      directly in    
  Cost  equity  Fair value 
             
Investment in units of mutual funds Rs.3,276  Rs.  Rs.3,276 
Investment in equity securities  3   22   25 
Investment in certificate of deposits  298   1   299 
          
  Rs.3,577  Rs.23  Rs.3,600 
          
The details of such investments as of March 31, 2009 were as follows:
             
      Gain/(loss)    
      recognized    
      directly in    
  Cost  equity  Fair value 
             
Investments in units of mutual funds Rs.517  Rs.  Rs.517 
Investment in equity securities  3   10   13 
          
  Rs.520  Rs.10  Rs.530 
          

12. Inventories

Inventories consist of the following:

         
  As of March 31, 
  2010  2009 
Raw materials Rs.4,000  Rs.3,518 
Packing materials, stores and spares  979   876 
Work-in-progress  3,883   2,976 
Finished goods  4,509   5,856 
       
Total inventories
 Rs.13,371  Rs.13,226 
       

   As of March 31, 
   2012   2011 

Raw materials

  LOGO  6,472    LOGO  4,777  

Packing materials, stores and spares

   1,311     1,115  

Work-in-progress

   4,974     4,220  

Finished goods

   6,595     5,947  
  

 

 

   

 

 

 

Total inventories

  LOGO  19,352    LOGO  16,059  
  

 

 

   

 

 

 

During the years ended March 31, 2010, 20092012, 2011 and 2008,2010, the Company recorded inventory write-downs of Rs.1,011 Rs.833LOGO 1,473,LOGO 1,237 and Rs.328,LOGO 1,011, respectively. A substantial portion of these write-downs for the year ended March 31, 2010 relate to inventories in the Company’s German operations, which are likely to reach their expiration dates and remain unsold by the Company, amounting to Rs.232. These adjustments were included in cost of revenues. Cost of revenues for March 31, 2010, 20092012, 2011 and 20082010 include raw materials, consumables and changes in finished goods and work in progress recognized in the income statement amounting to Rs.23,656, Rs.23,760LOGO 28,918,LOGO 22,411 and Rs.17,655,LOGO 23,656, respectively. The above table includes inventories amounting to Rs.814LOGO 766 and Rs.505,LOGO 1,045, which are carried at fair value less cost to sell as at March 31, 20102012 and 2009,2011, respectively.

13. Trade receivables

         
  As of March 31, 
  2010  2009 
         
Trade receivables due from related parties Rs.44  Rs.43 
         
Other trade receivables  12,332   14,891 
       
  Rs.12,376  Rs.14,934 
Less: Allowance for doubtful trade receivables  (416)  (342)
       
Trade receivables, net
 Rs.11,960  Rs.14,592 
       

 

   As of March 31, 
   2012  2011 

Due from related parties

  LOGO  214   LOGO  101  

Other trade receivables

   25,626    17,973  
  

 

 

  

 

 

 
  LOGO  25,840   LOGO  18,074  

Less: Allowance for doubtful trade receivables

   (501  (459
  

 

 

  

 

 

 

Trade receivables, net

  LOGO  25,339   LOGO  17,615  
  

 

 

  

 

 

 

F-36


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
13. Trade receivables (continued)
The Company maintains an allowance for impairment of doubtful accounts based on financial condition of the customer, aging of the customer accounts receivable, historical experience of collections from customers and the current economic environment. The activity in the allowance for impairment of trade account receivables is given below:
         
  Year Ended March 31, 
  2010  2009 
         
Balance at the beginning of the year Rs.342  Rs.461 
Provision for bad debt  169   148 
Trade receivables written off and charged to allowance  (95)  (267)
       
Balance at the end of the year
 Rs.416  Rs.342 
       

   Year Ended March 31, 
   2012  2011 

Balance at the beginning of the year

  LOGO  459   LOGO  416  

Provision for doubtful trade receivables

   168    162  

Trade receivables written off and charged to allowance

   (126  (119
  

 

 

  

 

 

 

Balance at the end of the year

  LOGO  501   LOGO  459  
  

 

 

  

 

 

 

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

14. Other assets

Other assets consist of the following:

         
  As of March 31, 
  2010  2009 
Current
        
Prepaid expenses Rs.270  Rs.243 
Advance payments to vendors  586   368 
Balances and receivables from statutory authorities(1)
  2,727   2,207 
Due from related parties  5   5 
Deposits  118   144 
Advance to employees  46   39 
Export benefits receivable(2)
  571   685 
Others  1,122   1,317 
       
   5,445   5,008 
         
Non-current
        
Deposits  197   117 
Others  46   83 
       
   243   200 
       
  Rs.5,688  Rs.5,208 
       

   As of March 31, 
   2012   2011 

Current

    

Prepaid expenses

  LOGO  341    LOGO  512  

Advance payments to vendors

   787     491  

Balances and receivables from statutory authorities (1)

   3,147     3,228  

Due from related parties

   —       —    

Deposits

   117     118  

Advance to employees

   42     44  

Export benefits receivable (2)

   967     1,156  

Others

   1,117     1,382  
  

 

 

   

 

 

 
  LOGO  6,518    LOGO  6,931  
  

 

 

   

 

 

 

Non-current

    

Deposits

  LOGO  363    LOGO  228  

Others

   54     48  
  

 

 

   

 

 

 
  LOGO  417    LOGO  276  
  

 

 

   

 

 

 
  LOGO  6,935    LOGO  7,207  
  

 

 

   

 

 

 

(1)

Balances and receivables from statutory authorities primarily consist of amounts deposited with the excise authorities of India and the unutilized excise input credits on purchases. These are regularly utilized to offset the Indian excise and service tax liability on goods produced by and services provided by the Company. Accordingly, these balances have been classified as current assets.

(2)

Refer to Note 3.l. for details regarding export entitlements.

15. Cash and cash equivalents

Cash and cash equivalents consist of the following:

         
  As of March 31, 
  2010  2009 
Cash balances Rs.9  Rs.30 
Current and time deposit balances with banks  6,575   5,566 
       
Cash and cash equivalents on the statements of financial position
  6,584   5,596 
Bank overdrafts used for cash management purposes  (39)  (218)
       
Cash and cash equivalents in the cash flow statement
 Rs.6,545  Rs.5,378 
       

   As of March 31, 
   2012   2011 

Cash balances

  LOGO  5    LOGO  10  

Balances with banks

   4,771     5,247  

Term deposits with banks

   2,603     472  
  

 

 

   

 

 

 

Cash and cash equivalents on the statement of financial position

   7,379     5,729  
  

 

 

   

 

 

 

Bank overdrafts used for cash management purposes

   —       (69
  

 

 

   

 

 

 

Cash and cash equivalents in the statement of cash flow

  LOGO  7,379    LOGO  5,660  
  

 

 

   

 

 

 

Balances with banks amounting to Rs.19included restricted cash ofLOGO 181 and Rs.16 as ofLOGO 253, respectively, for the years ended March 31, 20102012 and 2009, respectively, included above represent amounts in the Company’s unclaimed dividend accounts, and are therefore restricted.

2011, which consisted of:

 

LOGO 30 as of March 31, 2012 andLOGO 20 as of March 31, 2011, representing amounts in the Company’s unclaimed dividend and debenture interest accounts;

F-37

LOGO 0 as of March 31, 2012 andLOGO 150 as of March 31, 2011, representing amounts in an escrow account for settlement of the payment due in respect of the Company’s exercise of the portfolio termination value option under its research and development agreement with I-VEN Pharma Capital Limited;

LOGO 94 as of March 31, 2012 andLOGO 83 as of March 31, 2011, representing amounts deposited as security for a bond executed for an environmental liability relating to the Company’s site in Mirfield, United Kingdom (Refer to Note 22 for details);


LOGO 8 as of March 31, 2012 andLOGO 0 as of March 31, 2011, representing amounts deposited in escrow account as partial consideration for acquiring an intangible asset;

LOGO 4 as of March 31, 2012 andLOGO 0 as of March 31, 2011, representing amount lying in escrow account pursuant to a research and cllaboration arrangement entered with Um Pharmauji Sdn. Bhd., Malaysia; and

LOGO 45 as of March 31, 2012 andLOGO 0 as of March 31, 2011, representing amounts deposited with banks, as security, for obtaining bank guarantees.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

16. Equity

         
  Year Ended March 31, 
  2010  2009 
Par value per share
 Rs.5  Rs.5 
Authorised share capital
  1,200   1,000 
Fully paid up capital
        
As at April 1  842   841 
Add: Shares issued on exercise of stock options  2   1 
       
As at March 31 Rs.844  Rs.842 
       

   Year Ended March 31, 
   2012   2011 

Par value per share

  LOGO  5    LOGO  5  

Authorized share capital

   1,200     1,200  

Fully paid up share capital

    

As at April 1

   846     844  

Add: Shares issued on exercise of stock options

   2     2  
  

 

 

   

 

 

 

As at March 31

  LOGO  848    LOGO  846  
  

 

 

   

 

 

 

The Company presently has only one class of equity shares. For all matters submitted to vote in a shareholders meeting of the Company, every holder of an equity share, as reflected in the records of the Company on the date of the shareholders meeting shall have one vote in respect of each share held. During the year ended March 31, 2010 the parent company’s authorized share capital was increased by Rs.200 to enable a legal reorganization to amalgamate Perlecan Pharma Private Limited with and into the parent company.

Indian law mandates that any dividends shall be declared out of the distributable profits only after the transfer of up to 10% of net income (as computed in accordance with then-current regulations) to a general reserve. Should the Company declare and pay any dividends, such dividends will be paid in Indian rupees to each holder of equity shares in proportion to the number of shares held to the total equity shares outstanding as on that date. Indian law on foreign exchange governs the remittance of dividends outside India.

In the event of liquidation of the Company, all preferential amounts, if any, shall be discharged by the Company. The remaining assets of the Company shall be distributed to the holders of equity shares in proportion to the number of shares held to the total equity shares outstanding as on that date.

Final dividends on equity shares (including dividend tax on distribution of such dividends) are recorded as a liability on the date of their approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors. The Company paid dividends (including dividend tax thereon) of Rs.1,233, Rs.738LOGO 2,216,LOGO 2,219 and Rs.737LOGO 1,233 during the years ended March 31, 2010 , March 31, 20092012, 2011 and March 31, 2008,2010, respectively. The dividend paid per share was Rs.6.25, Rs.3.75LOGO 11.25,LOGO 11.25 and Rs.3.75LOGO 6.25 during the years ended March 31, 2012, 2011 and 2010, March 31, 2009 and March 31, 2008, respectively.

At the Company’s Board of Directors’ meeting held on May 6, 2010,11, 2012, the Board proposed a dividend in the aggregate amount of Rs.2,215,LOGO 2,331, including the applicable dividend tax on distribution of such dividends amounting to Rs.316LOGO 378 (the dividend per share amounting to Rs.11.25)LOGO 13.75), all of which is subject to the approval of the Company’s shareholders.

17. Earnings/(loss) per share

Basic earnings/(loss) per share

The calculation of basic earnings per share for the years ended March 31, 2010, 20092012, 2011 and 20082010 was based on the profit/(loss)profit attributable to equity shareholders of Rs.1,068, Rs.(5,168)LOGO 14,262,LOGO 11,040 and Rs.3,836,LOGO 1,068, respectively, and the weighted average number of equity shares outstanding, calculated as follows:

Basic earnings/(loss) per share
             
  Year Ended March 31, 
  2010  2009�� 2008 
Issued equity shares as of April 1  168,468,777   168,172,746   167,912,180 
Effect of shares issued on exercise of stock options  238,200   176,393   163,660 
Weighted average number of equity shares as of March 31  168,706,977   168,349,139   168,075,840 

   Year Ended March 31, 
   2012   2011   2010 

Issued equity shares as of April 1

   169,252,732     168,845,385     168,468,777  

Effect of shares issued on exercise of stock options

   217,156     283,264     238,200  

Weighted average number of equity shares as of March 31

   169,469,888     169,128,649     168,706,977  

Diluted earnings/(loss) per share

The calculation of diluted earnings per share for the years ended March 31, 2010, 20092012, 2011 and 20082010 was based on the profit/(loss)profit attributable to equity shareholders of Rs.1,068, Rs.(5,168)LOGO 14,262,LOGO 11,040 and Rs.3,836,LOGO 1,068, respectively, and the weighted average number of equity shares outstanding, calculated as follows:

             
  Year Ended March 31, 
  2010  2009  2008 
Weighted average number of equity shares (Basic)  168,706,977   168,349,139   168,075,840 
Dilutive effect of outstanding stock options  908,966      614,934 
Weighted average number of equity shares (Diluted)  169,615,943   168,349,139   168,690,774 
As the Company incurred a net loss for the year ended March 31, 2009, 722,656 ordinary shares arising out of potential exercise of outstanding stock options were not included in the computation of diluted loss per share, as their effect was anti-dilutive.

 

   Year Ended March 31, 
   2012   2011   2010 

Weighted average number of equity shares (Basic)

   169,469,888     169,128,649     168,706,977  

Dilutive effect of outstanding stock options

   708,056     836,633     908,966  

Weighted average number of equity shares (Diluted)

   170,177,944     169,965,282     169,615,943  

F-38


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

18. Loans and borrowings

Short term loans and borrowings

The Company had net short term borrowings ofLOGO 15,844 as of March 31, 2012, as compared toLOGO 18,220 as of March 31, 2011. The borrowings primarily consist of “packing credit” loans drawn by the parent company and other unsecured loans drawn by its subsidiaries in Switzerland, Germany and the United States.

Short term borrowings consist of the following:

   As at March 31, 
   2012   2011 

Packing credit foreign currency borrowings

  LOGO  9,322    LOGO  8,417  

Other foreign currency borrowings

   5,641     8,097  

Borrowings on transfer of receivables

   881     825  

Rupee borrowings

   —       950  
  

 

 

   

 

 

 
  LOGO  15,844    LOGO  18,289  
  

 

 

   

 

 

 

The interest rate profile of short term borrowings from banks is given below:

   As at March 31, 
   2012   2011 

Packing credit foreign currency borrowings

   LIBOR+100 to 150 bps     LIBOR+ 50 to 175bps  

Other foreign currency borrowings

   LIBOR+125 bps     LIBOR+ 100 to 120bps  
   EURIBOR+135 bps     EURIBOR+50 to 100bps  
   8.35% to 20%     5% to 8%  

Borrowings on transfer of receivables

   7.75%     LIBOR+75 to 100bps  

Rupee borrowings

   —       8.75%  

Transfer of financial asset

During the year ended March 31, 2011, the Company entered into a receivables transfer arrangement with Citibank, India, in which the Company transferredLOGO 2,215 (U.S.$49) of short term trade receivables in return for obtaining short term funds. As part of the transaction, the Company provided Citibank, India with credit indemnities over the expected losses of those receivables. Since the Company had retained substantially all of the risks and rewards of ownership of the trade receivables including the contractual rights to the associated cash flows, the Company continued to recognize the full carrying amount of the receivables and had recognized the cash received in respect of the transaction as short term borrowings. As of March 31, 2011, the carrying amount of the transferred short-term receivables that were subject to this arrangement wasLOGO 838 (U.S.$18.78) and the carrying amount of the associated liability wasLOGO 825 (U.S.$18.50). During the year ended March 31, 2012 the Company repaid the entire loan outstanding as at March 31, 2011.

In addition, during the year ended March 31, 2012, the Company entered into a similar receivables transfer arrangement with Citibank, India and Deutsche Bank, India, in which the Company transferredLOGO 2,198 (U.S.$18.65 and Russian roubles (“RUB”) 810) of short term trade receivables in return for obtaining short term funds. As of March 31, 2012, the carrying amount of the transferred short-term receivables that were subject to this arrangement wasLOGO 916 (RUB 530) and the carrying amount of the associated liability wasLOGO 881 (RUB 509).

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

18. Loans and borrowings (continued)

Long term loans and borrowings

Long term loans and borrowings consist of the following:

   As at March 31, 
   2012   2011 

Foreign currency loan(1)

  LOGO  11,033    LOGO  —    

Obligations under finance leases

   291��    256  

Bonus debentures(2)

   5,042     5,027  
  

 

 

   

 

 

 
  LOGO  16,366    LOGO  5,283  
  

 

 

   

 

 

 

Less: Current portion

    

Foreign currency loan

   —       —    

Obligations under finance leases

  LOGO  31    LOGO  12  
  

 

 

   

 

 

 
  LOGO  31    LOGO  12  
  

 

 

   

 

 

 

Non-current portion

    

Foreign currency loan

  LOGO  11,033     —    

Obligations under finance leases

   260    LOGO  244  

Bonus debentures

   5,042     5,027  
  

 

 

   

 

 

 
  LOGO  16,335    LOGO  5,271  
  

 

 

   

 

 

 

(1)

See the below discussion of the long-term bank loan of the Company’s Swiss Subsidiary.

(2)

See the below discussion of the bonus debentures.

Long-term bank loan of Swiss Subsidiary

On September 28, 2011, Dr. Reddy’s Laboratories, SA (one of the Company’s subsidiaries in Switzerland) (the “Swiss Subsidiary”), entered into a loan agreement providing for it to borrow the sum ofLOGO 10,713 (U.S.$220), arranged by Citigroup Global Markets Asia Limited, The Bank of Tokyo-Mitsubishi Ufj, Ltd., Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia Asia Limited, Australia and New Zealand Banking Group Limited, and Standard Chartered Bank (“Swiss Subsidiary Lenders”).

The term of the loan is for sixty months starting from September 30, 2011. The Swiss Subsidiary is required to repay the loan in eight equal quarterly installments commencing at the end of the 39th month and continuing until the end of the 60th month from September 30, 2011. The loan carries an interest rate of U.S.$ LIBOR + 145 basis points. The parent company has guaranteed all obligations of the Swiss Subsidiary under loan agreement.

The loan agreement imposes various financial covenants on both the parent company and the Swiss Subsidiary, including, without limitation, the following (each capitalized term below is as defined in the loan agreement):

Net Financial Indebtedness to EBITDA: The Company’s ratio of net financial indebtedness to EBITDA shall not at any time exceed 2.3:1.

Secured Debt to Financial Indebtedness: The Company’s ratio of secured debt to financial indebtedness shall not at any time exceed 0.2:1. However, if the ratio of net financial indebtedness to EBITDA falls below 1.5:1, the ratio of secured debt to financial indebtedness shall not at any time exceed 0.3:1.

Gearing ratio: The Company’s ratio of financial indebtedness shall not at any time exceed one times tangible net worth.

Interest Cover ratio: The Company’s ratio of EBITDA to interest payable (in relation to any period of 12 months ending on the last day of any financial year or financial half year of the Company) shall not at any time be less than 5:1.

Net Worth: The Swiss Subsidiary shall at all times maintain a positive net worth.

The financial computation for each of the foregoing financial covenants shall be calculated on a semi-annual basis by reference to the consolidated financial statements of the Company, except that the net worth covenant shall be calculated by reference to financial statements of the Swiss Subsidiary prepared based on IFRS. As of March 31, 2012, the Company was in compliance with the foregoing financial covenants.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

18. Loans and borrowings (continued)

As part of this arrangement, the Company incurred an amount ofLOGO 182 (U.S.$3.73) in arrangement fees and other administrative charges. The Company accounted for these costs as transaction costs under IAS 39 and they will be amortized over the term of the loan using the effective interest method. The carrying amount of this loan, measured at amortized cost using effective interest rate method, as on March 31, 2012 and 2011 wasLOGO 11,033 andLOGO 0 respectively.

Issuance of bonus debentures

As at March 31, 2011

Proceeds from issuance of bonus debentures

LOGO  5,078

Issuance cost

(51

Initial recognized amount

LOGO  5,027

As explained in Note 34 of these consolidated financial statements, the Company during the year ended March 31, 2011 issued unsecured redeemable bonus debentures amounting toLOGO 5,078. In relation to the issuance, the Company has incurred directly attributable transaction cost amounting toLOGO 51. The bonus debentures do not carry the right to vote or the right to participate in any of the distributable profits or residual assets of the Company, except that the holders of the bonus debentures participate only to the extent of the face value of the instrument plus accrued and unpaid interest thereon. These bonus debentures are mandatorily redeemable at the face value on March 23, 2014 and the Company is obliged to pay the holders of its bonus debentures an annual interest payment equal to 9.25% of the face value thereof on March 24 of each year until (and including upon) maturity. The carrying amount of these bonus debentures, measured at amortized cost using the effective interest rate method, as on March 31, 2012 and 2011 wasLOGO 5,042 andLOGO 5,027, respectively.

Undrawn lines of credit from bankers

The Company has undrawn lines of credit of Rs.14,618LOGO 14,290 and Rs.16,603LOGO 13,089 as of March 31, 20102012 and 2009,2011, respectively, from its bankers for working capital requirements. These lines of credit are renewable annually. The Company has the right to draw upon these lines of credit based on its requirements.

Non-derivative financial liabilities designated as cash flow hedges

The interest rate profileCompany has designated some of short termits foreign currency borrowings from banks (non-derivative financial liabilities) as hedging instruments for hedge of foreign currency risk associated with highly probable forecasted transactions and accordingly, applies cash flow hedge accounting for such relationships. Re-measurement gain/loss on such non-derivative financial liabilities is given below:

         
  As at March 31, 
  2010  2009 
Rupee borrowings  5.00%  7.52%
 
Foreign currency borrowings LIBOR+ 40 -75 bps LIBOR+ 100 - 225 bps
Long term loansrecorded in the Company’s hedging reserve as a component of equity and borrowings
Long term loans and borrowings consistre-classified to the income statement as revenue in the period corresponding to the occurrence of the following:
         
  As at March 31, 
  2010  2009 
Rupee term loan Rs.1  Rs.7 
Foreign currency loan  8,838   13,326 
Obligations under finance leases  252   300 
       
   9,091   13,633 
         
Less: Current portion        
Rupee term loan  1   6 
Foreign currency loan  3,690   3,477 
Obligations under finance leases  15   18 
       
   3,706   3,501 
       
         
Non-current portion        
Rupee term loan     1 
Foreign currency loan  5,148   9,849 
Obligations under finance leases  237   282 
       
  Rs.5,385  Rs.10,132 
       
Rupee term loan represents a loan from the Indian Renewable Energy Development Agency Limited which is secured by wayforecasted transactions. The carrying value of hypothecation of specific movable assets pertaining to the Company’s solar grid interactive power plant located in Bachupally, Hyderabad.
Foreign currency loan represents a Rs.21,602 (Euro 400) EURO denominated loan originally received from Citibank, N.A., Hong Kong in March 2006 to fund the acquisition of betapharm. During the year ended March 31, 2007, such loan was syndicated into a non-recourse loan of Rs.5,787 (Euro 100) borrowed by Reddy Holding GmbH and a recourse loan of Rs.15,482 (Euro 258 and U.S.$13) borrowed by Lacock Holding Limited, which was guaranteed by DRL and certain of its wholly-owned subsidiaries. As part of the syndication process, an amount of Rs.1,882 (Euro 32) was repaid to Citibank N.A. The maturity period of these loans ranged from December 2007 until December 2011. The Company incurred an amount of Rs.429non derivative financial liabilities as debt issuance costs, which is being amortized over the debt period. As of March 31, 2010, the above referenced non-recourse loan2012 and 2011 was repaidLOGO 11,634 and the above referenced recourse loan was outstanding in the amount of Rs.8,838
The Company is required to comply with certain financial covenants under the recourse loan, which includes limits on capital expenditures and/maintenance of financial ratios (computed based on the Company’s Indian GAAP financial statements) as defined in the loan agreement. Such financial ratio requirements include: (a) Consolidated Net Debt to Consolidated Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) not to exceed 3.5:1, and (b) Consolidated EBITDA to Consolidated Interest Expenses shall not be less than 3.75:1. As of March 31, 2010 the Company was in compliance with such financial covenants.

LOGO 8,398 respectively.

F-39


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
18. Loans and borrowings (continued)
The interest rate profile of long-term loans and borrowings (other than obligations under finance leases) is given below:
         
  March 31, 
  2010  2009 
Rupee borrowings  2.00%  2.00%
Foreign currency borrowings EURIBOR + 70 bps EURIBOR + 70 bps
  and LIBOR+70 bps and LIBOR+70 bps

   As at March 31, 
   2012  2011 

Foreign currency borrowings

   LIBOR+145 bps    —    

Bonus debentures

   9.25  9.25

The aggregate maturities of interest-bearing loans and borrowings, based on contractual maturities, as of March 31, 20102012 were as follows:

                 
          Obligation    
  Rupee term  Foreign  under finance    
Maturing in the year ending March 31, loan  currency loan  lease  Total 
2011 Rs.1  Rs.3,690  Rs.15  Rs.3,706 
2012     5,148   8   5,156 
2013        8   8 
2014        8   8 
2015        9   9 
Thereafter        204   204 
             
                 
  Rs.1  Rs.8,838  Rs.252  Rs.9,091 
             

Maturing in the year ending

March 31,

  Foreign
currency loan
   Obligation under
finance lease
   Debentures   Total 

2013

   —      LOGO  31     —      LOGO  31  

2014

   —       16    LOGO  5,078     5,094  

2015

  LOGO  2,798     11     —       2,809  

2016

   5,597     12     —       5,609  

2017

   2,798     11     —       2,809  

Thereafter

   —       210     —       210  
  

 

 

   

 

 

   

 

 

   

 

 

 
  LOGO  11,193    LOGO  291    LOGO  5,078    LOGO  16,562  
  

 

 

   

 

 

   

 

 

   

 

 

 

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

18. Loans and borrowings (continued)

The aggregate maturities of interest-bearing loans and borrowings, based on contractual maturities, as of March 31, 20092011 were as follows:

                 
          Obligation    
  Rupee term  Foreign  under finance    
Maturing in the year ending March 31, loan  currency loan  lease  Total 
2010 Rs.6  Rs.3,477  Rs.18  Rs.3,501 
2011  1   4,118   16   4,135 
2012     5,731   9   5,740 
2013        9   9 
2014        10   10 
Thereafter        238   238 
             
  Rs.7  Rs.13,326  Rs.300  Rs.13,633 
             

Maturing in the year ending

March 31,

  Foreign
currency loan
   Obligation under
finance lease
   Debentures   Total 

2012

   —      LOGO  12     —      LOGO  12  

2013

   —       10     —       10  

2014

   —       10    LOGO  5,078     5,088  

2015

   —       10     —       10  

2016

   —       10     —       10  

Thereafter

   —       204     —       204  
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      LOGO  256    LOGO  5,078    LOGO  5,334  
  

 

 

   

 

 

   

 

 

   

 

 

 

Obligations under finance leases

The Company has leased buildings and vehicles under finance leases. Future minimum lease payments under finance leases as at March 31, 20102012 were as follows:

             
  Present value of        
  minimum lease      Future minimum 
Particulars payments  Interest  lease payments 
Not later than one year Rs.15  Rs.1  Rs.16 
Between one and five years  33      33 
More than five years  204   1   205 
          
  Rs.252  Rs.2  Rs.254 
          

Particulars

  Present value of
minimum lease
payments
   Interest   Future minimum
lease payments
 

Not later than one year

  LOGO  31    LOGO  5    LOGO  36  

Between one and five years

   50     9     74  

More than five years

   210     1     196  
  

 

 

   

 

 

   

 

 

 
  LOGO  291    LOGO  15    LOGO  306  
  

 

 

   

 

 

   

 

 

 

Future minimum lease payments under finance leases as at March 31, 20092011 were as follows:

             
  Present value of        
  minimum lease      Future minimum 
Particulars payments  Interest  lease payments 
Not later than one year Rs.18  Rs.7  Rs.25 
Between one and five years  44   1   45 
More than five years  238   1   239 
          
  Rs.300  Rs.9  Rs.309 
          

 

Particulars

  Present value of
minimum lease
payments
   Interest   Future
minimum lease
 

Not later than one year

  LOGO  12    LOGO  2    LOGO  14  

Between one and five years

   40     6     57  

More than five years

   204     1     194  
  

 

 

   

 

 

   

 

 

 
  LOGO  256    LOGO  9    LOGO  265  
  

 

 

   

 

 

   

 

 

 

F-40


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

19. Employee benefits

Gratuity benefits

In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (the “Gratuity Plan”) covering certain categories of employees.employees in India. The Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of employment. The amount of payment is based on the respective employee’s last drawn salary and the years of employment with the Company. Effective September 1, 1999, the Company established the Dr. Reddy’s Laboratories Gratuity Fund (the “Gratuity Fund”). Liabilities in respect of the Gratuity Plan are determined by an actuarial valuation, based upon which the Company makes contributions to the Gratuity Fund. Trustees administer the contributions made to the Gratuity Fund. Amounts contributed to the Gratuity Fund are invested in specific securities as mandated by law and generally consist of federal and state government bonds and debt instruments of Indian government-owned corporations.

The components of gratuity cost recognized in the income statement for the years ended March 31, 2010, 20092012, 2011 and 20082010 consists of the following:

             
  Year Ended March 31, 
  2010  2009  2008 
Service cost Rs.52  Rs.43  Rs.35 
Interest cost  30   27   22 
Expected return on plan assets  (25)  (22)  (17)
Recognized net actuarial (gain)/loss  6       
          
             
Gratuity cost recognized in income statement
 Rs.63  Rs.48  Rs.40 
          

   For the year ended March 31, 2012 
   2012  2011  2010 

Service cost

  LOGO  86   LOGO  63   LOGO  52  

Interest cost

   52    37    30  

Expected return on plan assets

   (36  (33  (25

Recognized net actuarial (gain)/loss

   11    2    6  
  

 

 

  

 

 

  

 

 

 

Gratuity cost recognized in income statement

  LOGO  113   LOGO  69   LOGO  63  
  

 

 

  

 

 

 ��

 

 

 

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

19. Employee benefits (continued)

Details of the employee benefits obligation and plan assets are provided below:

         
  As of March 31, 
  2010  2009 
Present value of unfunded obligations Rs.21  Rs.6 
Present value of funded obligations  452   398 
       
Total present value of obligations  473   404 
Fair value of plan assets  (449)  (334)
       
Present value of net obligations  24   70 
Unrecognized actuarial gains and (losses)  (60)  (75)
       
Recognized (asset)/liability
 Rs.(36) Rs.(5)
       

   As of March 31, 
   2012  2011 

Present value of unfunded obligations

  LOGO  28   LOGO  25  

Present value of funded obligations

   646    585  
  

 

 

  

 

 

 

Total present value of obligations

   674    610  

Fair value of plan assets

   (624  (490
  

 

 

  

 

 

 

Present value of net obligations

   50    120  

Unrecognized actuarial gains and(losses)

   (105  (134
  

 

 

  

 

 

 

Recognized(asset)/liability

  LOGO  (55 LOGO  (14
  

 

 

  

 

 

 

Details of changes in the present value of defined benefit obligation are as follows:

         
  As of March 31, 
  2010  2009 
Defined benefit obligations at the beginning of the year Rs.404  Rs.322 
Service cost  52   43 
Interest cost  30   27 
Actuarial (gain)/loss  18   45 
Benefits paid  (31)  (33)
       
Defined benefit obligation at the end of the year Rs.473  Rs.404 
       

   As of March 31, 
   2012  2011 

Defined benefit obligations at the beginning of the year

  LOGO  610   LOGO  473  

Service cost

   86    63  

Interest cost

   52    37  

Actuarial(gain)/loss

   (11  81  

Benefits paid

   (63  (44
  

 

 

  

 

 

 

Defined benefit obligation at the end of the year

  LOGO  674   LOGO  610  
  

 

 

  

 

 

 

Details of changes in the fair value of plan assets are as follows:

         
  As of March 31, 
  2010  2009 
Fair value of plan assets at the beginning of the year Rs.334  Rs.289 
Expected return on plan assets  25   22 
Employer contributions  94   64 
Benefits paid  (31)  (33)
Actuarial gain/(loss)  27   (8)
       
Plan assets at the end of the year Rs.449  Rs.334 
       

 

   As of March 31, 
   2012  2011 

Fair value of plan assets at the beginning of the year

  LOGO  490   LOGO  449  

Expected return on plan assets

   36    33  

Employer contributions

   155    47  

Benefits paid

   (63  (44

Actuarial gain/(loss)

   6    5  
  

 

 

  

 

 

 

Plan assets at the end of the year

  LOGO  624   LOGO  490  
  

 

 

  

 

 

 

F-41

Experience adjustments:


   Year Ended March 31, 
   2012  2011  2010  2009 

Defined benefit obligation

  LOGO  674   LOGO  610   LOGO  473   LOGO  404  

Plan assets

   624    490    449    334  
  

 

 

  

 

 

  

 

 

  

 

 

 

Surplus/(deficit)

   (50  (120  (24  (70

Experience adjustments on plan liabilities

   23    28    29    18  

Experience adjustments on plan assets

   6    5    27    (7

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

19. Employee benefits (continued)

Experience adjustments:
             
  Year Ended March 31, 
  2010  2009  2008 
Defined benefit obligation Rs.473  Rs.404  Rs.322 
Plan assets  449   334   289 
          
Surplus/(deficit)  (24)  (70)  (33)
Experience adjustments on plan liabilities  28   18   36 
Experience adjustments on plan assets  27   (7)  15 

Summary of the actuarial assumptions:The actuarial assumptions used in accounting for the Gratuity Plan are as follows:

The assumptions used to determine benefit obligations:

             
  Year Ended March 31, 
  2010  2009  2008 
Discount rate  7.50%  7.15%  7.80%
Rate of compensation increase 8% per annum for first 2 years and 6% per annum thereafter  8% per annum for first 3 years and 6% per annum thereafter  8% to 10% per annum for first 4 years and 6% per annum thereafter 
             
Expected long-term return on plan assets  7.50%  7.50%  7.50%

   Year Ended March 31,
   2012  2011  2010

Discount rate

  8.60%  7.95%  7.50%

Rate of compensation increase

  9% per annum for first
year and 8% per annum
thereafter
  9% per annum for first 2
years and 8% per annum
thereafter
  8% per annum for first 2
years and 6% per annum
thereafter

Expected long-term return on plan assets

  8.60%  7.50%  7.50%

The assumptions used to determine gratuity cost:

             
  Year Ended March 31, 
  2010  2009  2008 
Discount rate  7.15%  7.80%  7.50%
Rate of compensation increase 8% per annum for first 3 years and 6% per annum thereafter  8% to 10% per annum for first 4 years and 6% per annum thereafter  8% to 10% per annum for first 4 years and 6% per annum thereafter 
Expected long-term return on plan assets  7.50%  7.50%  7.50%

   Year Ended March 31,
   2012  2011  2010

Discount rate

  7.95%  7.50%  7.15%

Rate of compensation increase

  9% per annum for first 2
years and 8% per annum
thereafter
  8% per annum for first 2
years and 6% per annum
thereafter
  8% per annum for first 3
years and 6% per annum
thereafter

Expected long-term return on plan assets

  7.50%  7.50%  7.50%

Contributions:The Company expects to contribute Rs.65LOGO 104 to its gratuity fundthe Gratuity Plan during the year ending March 31, 2011.

2013.

Plan assets:The Gratuity Plan’s weighted-average asset allocation at March 31, 20102012 and 2009,2011, by asset category, was as follows:

         
  As of March 31, 
  2010  2009 
Debt securities  1%  4%
Funds managed by insurers  96%  95%
Others  3%  1%

 

F-42

   As of March 31, 
   2012  2011 

Debt securities

   —      —    

Funds managed by insurers

   99  99

Others

   1  1


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
19. Employee benefits (continued)
Pension, planseniority and severance plans

All employees of the Company’s Mexican subsidiary, Industrias Quimicas Falcon de Mexico (“Falcon”), are entitled to a pension planbenefit in the form of a defined benefit pension plan. The Falcon pension plan provides for payment to vested employees at retirement or termination of employment. This payment is based on the employee’s integrated salary and is paid in the form of a monthly pension over a period of 20 years computed based upon a pre-defined formula. Liabilities in respect of the pension plan are determined by an actuarial valuation, based on which the Company makes contributions to the pension plan fund. This fund is administered by a third party, who is provided guidance by a technical committee formed by senior employees of Falcon.

Falcon also provides its employees with termination benefits in the form of seniority premiums, paid from a funded defined benefit plan covering certain categories of employees, and severance pay, paid from an unfunded defined benefit plan applicable to the employees who are terminated from the services of Falcon.

The components of net pension cost, seniority premium and severance pay recognized in the income statement for the years ended March 31, 2012, 2011 and 2010 and 2009 consistsconsist of the following:

             
  Year Ended March 31, 
  2010  2009  2008 
Service cost Rs.14  Rs.12  Rs.13 
Interest cost  24   18   17 
Expected return on plan assets  (20)  (15)  (18)
Actuarial (gain)/loss  8   5    
          
Pension cost recognized in income statement
 Rs.25  Rs.20  Rs.12 
          

   Year Ended March 31, 
   2012  2011  2010 

Service cost

  LOGO  18   LOGO  16   LOGO  14  

Interest cost

   29    25    24  

Expected return on plan assets

   (26  (27  (20

Actuarial(gain)/loss

   9    6    8  
  

 

 

  

 

 

  

 

 

 

Pension cost recognized in income statement

  LOGO  30   LOGO  20   LOGO  26  
  

 

 

  

 

 

  

 

 

 

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

19.Employee benefits (continued)

Pension, seniority and severance plans (continued)

Details of the employee benefits obligation and plan assets are provided below:

         
  As of March 31, 
  2010  2009 
Present value of unfunded obligations Rs.26  Rs.25 
Present value of funded obligations  284   219 
       
Total present value of obligations  310   244 
Fair value of plan assets  (249)  (176)
       
Present value of net obligations  61   68 
Unrecognized actuarial losses  (91)  (102)
       
Recognized asset
 Rs.(30)  Rs.(34) 
       

   As of March 31, 
   2012  2011 

Present value of unfunded obligations

  LOGO  29   LOGO  27  

Present value of funded obligations

   287    332  
  

 

 

  

 

 

 

Total present value of obligations

   316    359  

Fair value of plan assets

   (197  (259
  

 

 

  

 

 

 

Present value of net obligations

   119    100  

Unrecognized actuarial losses

   (124  (127
  

 

 

  

 

 

 

Recognized asset

  LOGO  (5 LOGO  (27
  

 

 

  

 

 

 

Details of changes in the present value of defined benefit obligation are as follows:

         
  As of March 31, 
  2010  2009 
Defined benefit obligations at the beginning of the year Rs.244  Rs.253 
Service cost  14   12 
Interest cost  24   18 
Actuarial (gain)/loss  34    
Benefits paid  (6)  (39)
       
Defined benefit obligation at the end of the year
 Rs.310  Rs.244 
       

   As of March 31, 
   2012  2011 

Defined benefit obligations at the beginning of the year

  LOGO  359   LOGO  310  

Service cost

   18    16  

Interest cost

   29    25  

Actuarial(gain)/loss

   (11  16  

Foreign exchange differences

   26    10  

Benefits paid

   (105  (18
  

 

 

  

 

 

 

Defined benefit obligation at the end of the year

  LOGO  316   LOGO  359  
  

 

 

  

 

 

 

Details of changes in the fair value of plan assets are as follows:

         
  As of March 31, 
  2010  2009 
Fair value of plan assets at the beginning of the year Rs.176  Rs.213 
Expected return on plan assets  20   15 
Employer contributions  21   33 
Benefits paid  (6)  (39)
Actuarial gain/(loss)  38   (46)
       
         
Plan assets at the end of the year
 Rs.249  Rs.176 
       

   As of March 31, 
   2012  2011 

Fair value of plan assets at the beginning of the year

  LOGO  259   LOGO  249  

Expected return on plan assets

   27    27  

Employer contributions

   8    17  

Benefits paid

   (105  (18

Actuarial gain/(loss)

   (10  (26

Foreign exchange differences

   18    10  
  

 

 

  

 

 

 

Plan assets at the end of the year

   197    259  
  

 

 

  

 

 

 

 

F-43

Experience adjustments


   Year Ended March 31, 
   2012  2011  2010  2009 

Defined benefit obligation

  LOGO  316   LOGO  359   LOGO  310   LOGO  244  

Plan assets

   197    259    249    176  

Surplus/(deficit)

   (119  (100  (61  (68

Experience adjustments on plan liabilities

   (20  12    1    80  

Experience adjustments on plan assets

   (9  (23  35    (46

Contributions:The Company expects to contributeLOGO 43 to the Falcon defined benefit plans during the year ending March 31, 2013.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

19. Employee benefits (continued)

PensionPensions, seniority and severance plan (continued)

Experience adjustments
             
  Year Ended March 31, 
  2010  2009  2008 
Defined benefit obligation Rs.310  Rs.244  Rs.253 
Plan assets  249   176   213 
          
Surplus/(deficit)  (61)  (68)  (40)
Experience adjustments on plan liabilities  34   80   40 
Experience adjustments on plan assets  37   (46)  (21)
Contributions:The Company expects to contribute Rs.39 to the Falcon pension fund during the year ending March 31, 2011.

Summary of the actuarial assumptions:The actuarial assumptions used in accounting for the Falcon pension plan are as follows:

Assumptions used to determine pension benefit obligations:

             
  Year Ended March 31, 
  2010  2009  2008 
Discount rate  7.91%  9.50%  7.50%
Rate of compensation increase  4.50%  4.50%  4.50%
Expected long-term return on plan assets  10.50%  10.50%  6.25%

   Year Ended March 31, 
   2012  2011  2010 

Discount rate

   7.50  7.75  7.91

Rate of compensation increase

   4.50  4.50  4.50

Expected long-term return on plan assets

   9.25  9.75  10.50

Assumptions used to determine pension cost:

             
  Year Ended March 31, 
  2010  2009  2008 
Discount rate  9.50%  7.50%  7.50%
Rate of compensation increase  4.50%  4.50%  4.50%
Expected long-term return on plan assets  10.50%  10.50%  7.50%

   Year Ended March 31, 
   2012  2011  2010 

Discount rate

   7.75  7.91  9.50

Rate of compensation increase

   4.50  4.50  4.50

Expected long-term return on plan assets

   9.75  10.50  10.50

Plan assets:The Falcon pension plan’s weighted-average asset allocation at March 31, 20102012 and 2009,2011, by asset category is as follows:

         
  As of March 31, 
  2010  2009 
Equity  51%  47%
Others  49%  53%

   As of March 31, 
   2012  2011 

Equity

   53  51

Others

   47  49

Provident fund benefits

In addition to the above benefits, all employees of the Company receive benefits from a provident fund, a defined contribution plan. Both the employee and employer each make monthly contributions to a government administered fund equal to 12% of the covered employee’s qualifying salary. The Company has no further obligations under the plan beyond its monthly contributions. The Company contributedLOGO 289,LOGO 258 andLOGO 195 to the provident fund plan during the years ended March 31, 2012, 2011 and 2010, respectively.

Other contribution plans

In the United States, the Company sponsors a defined contribution 401(k) retirement savings plan for all eligible employees who meet minimum age and service requirements. The Company contributedLOGO 75,LOGO 70 andLOGO 70 to the 401(k) retirement savings plan during the years ended March 31, 2012, 2011 and 2010, respectively.

In the United Kingdom, certain social security benefits (such as pension, unemployment and disability) are funded by employers and employees through mandatory National Insurance contributions. The contribution amounts are determined based upon the employee’s salary. The Company has no further obligations under the plan beyond its monthly contributions. The Company contributedLOGO 101,LOGO 80 andLOGO 78 to the National Insurance during the years ended March 31, 2012, 2011 and 2010, respectively.

Employee benefit expenses, including share based payments, incurred during the years ended March 31, 2012, 2011 and 2010 amounted toLOGO 16,927,LOGO 14,109 andLOGO 12,843, respectively.

Superannuation benefits

Apart from being covered under the Gratuity Plan described above, the

The senior officers of the Company also participate in superannuation, a defined contribution plan administered by the Life Insurance Corporation. The Company makes annual contributions based on a specified percentage of each covered employee’s salary. The Company has no further obligations under the plan beyond its annual contributions. The Company contributed Rs.47, Rs.44LOGO 52,LOGO 49 and Rs.40LOGO 47 to the superannuation plan during the years ended March 31, 2010 ,2012, March 31, 20092011 and March 31, 2008,2010, respectively.

Provident fund benefits
In addition to the above benefits, all employees of the Company receive benefits from a provident fund, a defined contribution plan. Both the employee and employer each make monthly contributions to a government administered fund equal to 12% of the covered employee’s salary. The Company has no further obligations under the plan beyond its monthly contributions. The Company contributed Rs.195, Rs.160 and Rs.145 to the provident fund plan during the years ended March 31, 2010, 2009 and 2008, respectively.
Other contribution plans
In the United States, the Company sponsors a defined contribution 401(k) retirement savings plan for all eligible employees who meet minimum age and service requirements. The Company contributed Rs.70, Rs.54 and Rs.44 to the 401(k) retirement savings plan during the years ended March 31, 2010, 2009 and 2008, respectively.

F-44


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

19. Employee benefits (continued)

Other contribution plans (continued)
In the United Kingdom, certain social security benefits (such as pension, unemployment and disability) are funded by employers and employees through mandatory National Insurance contributions. The Company sponsors a defined contribution plan for such National Insurance contributions. The contribution amounts are determined based upon the employee’s base salary. The Company has no further obligations under the plan beyond its monthly contributions. The Company contributed Rs.90, Rs.51 and Rs.10 to the National Insurance during the years ended March 31, 2010, 2009 and 2008, respectively.
Employee benefit expenses including share based payments incurred during the years ended March 31, 2010, 2009 and 2008 amounted to Rs.12,843, Rs.10,525 and Rs.8,131, respectively.

Long service benefit recognition

During the year ended March 31, 2010, the Company introduced a new post-employment defined benefit scheme under which all eligible employees of the parent company who have completed the specified service tenure with the Company would be eligible for a “Long Service Cash Award” at the time of their employment separation. The amount of such cash payment would be based on the respective employee’s last drawn salary and the specified number of years of employment with the Company. Accordingly the Company has valued the liability through an independent actuary. During the yearyears ended March 31, 2012, 2011 and 2010, the Company recorded a liabilityexpense of Rs.53LOGO 15,LOGO 10 andLOGO 53, respectively, under the scheme.

The components of such benefit cost recognized in the income statement for the years ended March 31, 20102012, 2011 and 20092010 consists of the following:

             
  Year Ended March 31, 
  2010  2009  2008 
Service cost Rs.  Rs.  Rs. 
Interest cost         
Expected return on plan assets         
Actuarial (gain)/loss         
Past service cost  53       
          
Pension cost recognized in income statement
 Rs.53  Rs.  Rs. 
          

   Year Ended March 31, 
   2012   2011   2010 

Service cost

  LOGO  9    LOGO  6     —    

Interest cost

   6     4     —    

Expected return on plan assets

   —       —       —    

Actuarial (gain)/loss

   —       —       —    

Past service cost

   —       —       53  
  

 

 

   

 

 

   

 

 

 

Pension cost recognized in income statement

  LOGO  15    LOGO  10    LOGO  53  
  

 

 

   

 

 

   

 

 

 

Details of the employee benefits obligation and plan assets are provided below:

         
  As of March 31, 
  2010  2009 
Present value of unfunded obligations Rs.53  Rs. 
Present value of funded obligations      
Total present value of obligations  53    
Fair value of plan assets      
       
Present value of net obligations  53    
Unrecognized actuarial losses      
       
Recognized Liability
 Rs.53  Rs. 
       

   As of March 31, 
   2012  2011 

Present value of unfunded obligations

  LOGO  76   LOGO  69  

Present value of funded obligations

   —      —    

Total present value of obligations

   76    69  
  

 

 

  

 

 

 

Fair value of plan assets

   —      —    
  

 

 

  

 

 

 

Present value of net obligations

   76    69  

Unrecognized actuarial losses

   (4  (8
  

 

 

  

 

 

 

Recognized Liability

  LOGO  72   LOGO  61  
  

 

 

  

 

 

 

Details of changes in the present value of defined benefit obligation are as follows:

         
  As of March 31, 
  2010  2009 
Defined benefit obligations at the beginning of the year Rs.  Rs. 
Service cost      
Interest cost      
Actuarial (gain)/loss      
Past service cost  53    
Benefits paid      
       
Defined benefit obligation at the end of the year
 Rs.53  Rs. 
       

   As of March 31, 
   2012  2011 

Defined benefit obligations at the beginning of the year

  LOGO  69   LOGO  53  

Service cost

   9    6  

Interest cost

   6    4  

Actuarial (gain)/loss

   (4  8  

Past service cost

   —      —    

Benefits paid

   (4  (2
  

 

 

  

 

 

 

Defined benefit obligation at the end of the year

  LOGO  76   LOGO  69  
  

 

 

  

 

 

 

The Company has not earmarked any specific assets for such defined benefit obligation and, accordingly, it is unfunded.

Experience adjustments:

 

   Year Ended March 31, 
   2012  2011  2010  2009 

Defined benefit obligation

  LOGO  76   LOGO  69   LOGO  53    —    

Plan assets

   —      —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

 

Surplus/(deficit)

   (76  (69  (53  —    

Experience adjustments on plan liabilities

   —      1    —      —    

Experience adjustments on plan assets

   —      —      —      —    

F-45

Contributions:The Company expects to contributeLOGO 10 during the year ending March 31, 2013.


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

19. Employee benefits (continued)

Long service benefit recognition (continued)

Experience adjustments:
             
  Year Ended March 31, 
  2010  2009  2008 
Defined benefit obligation Rs.53  Rs.  Rs. 
Plan assets         
          
Surplus/(deficit)  (53)      
Experience adjustments on plan liabilities         
Experience adjustments on plan assets         
Contributions:The Company expects to contribute Rs.8 during the year ending March 31, 2011.

Summary of the actuarial assumptions:The actuarial assumptions used in accounting for the long service benefit cost are as follows:

Assumptions used to determine defined benefit obligations:

             
  Year Ended March 31, 
  2010  2009  2008 
Discount rate  7.50%      
Rate of compensation increase 8% per annum for first 2 years and 6% per annum thereafter       
Expected long-term return on plan assets         

   Year Ended March 31,
   2012 2011 2010

Discount rate

  8.60% 7.95% 7.50%

Rate of compensation increase

  9% per annum for the
first year and 8% per
annum thereafter
 9% per annum for first
2 years and 8% per
annum thereafter
 8% per annum for first
2 years and 6% per
annum thereafter

Expected long-term return on plan assets

    

The assumptions used to determine long service benefit cost:

             
  Year Ended March 31, 
  2010  2009  2008 
Discount rate  7.50%      
Rate of compensation increase 8% per annum for first 2 years and 6% per annum thereafter       
Expected long-term return on plan assets         

   Year Ended March 31,
   2012 2011 2010

Discount rate

  7.95% 7.50% 7.50%

Rate of compensation increase

  9% per annum for first
2 years and 8% per
annum thereafter
 8% per annum for first
2 years and 6% per
annum thereafter
 8% per annum for first
2 years and 6% per
annum thereafter

Expected long-term return on plan assets

    

Long term incentive plan

During the year ended March 31, 2011, Aurigene Discovery Technologies Limited (a 100% subsidiary of the Company) introduced a new long term employment defined benefit scheme under which all eligible employees of Aurigene Discovery Technologies Limited will be incentivized based on the year on year growth in the profitability of Aurigene Discovery Technologies Limited. Payment to all the eligible employees will be made three years after they fall due. Accordingly, the Company has valued the liability through an independent actuary. As of March 31, 2012 and 2011, the Company had liabilities ofLOGO 21, andLOGO 40, respectively, under the scheme.

Severance payments of German subsidiaries

In Germany, many statutory health insurance funds (“SHI funds”) and other health insurance providers have been announcing new competitive bidding tenders which continue to cause pressure on the Company’s existing level of revenues due to a steep decrease in product prices. The Company believes that this is leading to a business model of “high volumes and low margins” in the German generic pharmaceutical market.

On account of these developments and other significant adverse events in the German generic pharmaceutical market, during the year ended March 31, 2010 the Company implemented workforce reductions and restructuring of the Company’s German subsidiaries, betapharm Arzneimittel GmbH (“betapharm”) and Reddy Holding GmbH, to achieve a more sustainable workforce structure in light of the current situation within the German generic pharmaceuticals industry. Accordingly, during the year ended March 31, 2010, the management and the works councils (i.e., organizations representing workers) of betapharm and Reddy Holding GmbH entered into “reconciliation of interest” agreements that set out the overall termination benefits payable to identified employees. Accordingly, an amount ofLOGO 885 (Euro 13.2) was recorded as termination benefits included as part of “Selling, general and administrative expenses” in the consolidated income statement for the year ended March 31, 2010.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

20. Employee stock incentive plans

Dr. Reddy’s Employees Stock Option Plan -2002 (the “DRL 2002 Plan”):

The Company instituted the DRL 2002 Plan for all eligible employees pursuant to the special resolution approved by the shareholders in the Annual General Meeting held on September 24, 2001. The DRL 2002 Plan covers all employees of DRL and its subsidiaries and directors (excluding promoter directors) of DRL and its subsidiaries (collectively, “eligible employees”). The compensation committee of the Board of DRL (the “Compensation Committee”) administers the DRL 2002 Plan and grants stock options to eligible employees. The Compensation Committee determines which eligible employees will receive options, the number of options to be granted, the exercise price, the vesting period and the exercise period. The vesting period is determined for all options issued on the date of grant. The options issued under the DRL 2002 Plan vest in periods ranging between one and four years and generally have a maximum contractual term of five years.

The DRL 2002 Plan was amended on July 28, 2004 at the annual general meeting of shareholders to provide for stock option grants in two categories:

Category A: 1,721,700 stock options out of the total of 2,295,478 options reserved for grant having an exercise price equal to the fair market value of the underlying equity shares on the date of grant; and

Category B: 573,778 stock options out of the total of 2,295,478 options reserved for grant having an exercise price equal to the par value of the underlying equity shares (i.e., Rs.5LOGO 5 per option).

F-46


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
20. Employee stock incentive plans (continued)
The DRL 2002 Plan was further amended on July 27, 2005 at the annual general meeting of shareholders to provide for stock option grants in two categories:

Category A: 300,000 stock options out of the total of 2,295,478 options reserved for grant having an exercise price equal to the fair market value of the underlying equity shares on the date of grant; and

Category B: 1,995,478 stock options out of the total of 2,295,478 options reserved for grant having an exercise price equal to the par value of the underlying equity shares (i.e., Rs.5LOGO 5 per option).

Under the DRL 2002 Plan, the exercise price of the fair market value options granted under Category A above is determined based on the average closing price for 30 days prior to the grant in the stock exchange where there is highest trading volume during that period. Notwithstanding the foregoing, the Compensation Committee may, after obtaining the approval of the shareholders in the annual general meeting, grant options with a per share exercise price other than fair market value and par value of the equity shares.

The

After the stock split effected in the form of stock dividend issued by the Company in August 2006, the DRL 2002 Plan provides for stock options grantedoption grants in the above two categories as follows:

             
      Number of    
  Number of  Options granted    
  Options granted  under    
Particulars under category A  category B  Total 
Options reserved under original Plan  300,000   1,995,478   2,295,478 
Options exercised prior to stock dividend date (A)  94,061   147,793   241,854 
Balance of shares that can be allotted exercise of options (B)  205,939   1,847,685   2,053,624 
Options arising from stock dividend (C)  205,939   1,847,685   2,053,624 
Options reserved after stock dividend (A+B+C)  505,939   3,843,163   4,349,102 

Particulars

  Number of
Options reserved
under category A
   Number of
Options reserved under
category B
   Total 

Options reserved under original Plan

   300,000     1,995,478     2,295,478  

Options exercised prior to stock dividend date (A)

   94,061     147,793     241,854  

Balance of shares that can be allotted exercise of options (B)

   205,939     1,847,685     2,053,624  

Options arising from stock dividend (C)

   205,939     1,847,685     2,053,624  

Options reserved after stock dividend (A+B+C)

   505,939     3,843,163     4,349,102  

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

20.Employee stock incentive plans (continued)

Dr. Reddy’s Employees Stock Option Plan -2002 (the “DRL 2002 Plan”) (continued):

Stock options activity under the DRL 2002 Plan for the two categories of options is as follows:

Category A — Fair Market Value Options
                 
  Year Ended March 31, 2010 
          Weighted-  Weighted-average 
  Shares arising      average  remaining contractual 
  out of options  Range of exercise prices  exercise price  life (months) 
Outstanding at the beginning of the period  136,410  Rs.362.50 - 531.51  Rs.417.51   42 
Granted during the year            
Expired/forfeited during the period  (3,670)  442.50 - 531.51   512.11    
Exercised during the period  (32,740)  373.50 - 531.51   451.17    
             
Outstanding at the end of the period  100,000  Rs.362.50 - 531.51  Rs.403.02   38 
             
Exercisable at the end of the period  80,000  Rs.362.50 - 531.51  Rs.391.78   27 
             
Category B — Par Value Options
                 
  Year Ended March 31, 2010 
          Weighted-  Weighted-average 
  Shares arising  Range of exercise  average exercise  remaining contractual 
  out of options  prices  price  life (months) 
Outstanding at the beginning of the period  778,486  Rs.5.00  Rs.5.00   72 
Granted during the period  359,840   5.00   5.00   91 
Expired/forfeited during the period  (83,608)  5.00   5.00    
Exercised during the period  (269,711)  5.00   5.00    
             
Outstanding at the end of the period  785,007  Rs.5.00  Rs.5.00   72 
             
Exercisable at the end of the period  79,647  Rs.5.00  Rs.5.00   41 
             

 

    Year Ended March 31, 2012 

Category A — Fair Market Value Options

  Shares arising
out of options
  Range of exercise
prices
   Weighted-
average exercise
price
   Weighted-average
remaining contractual
life (months)
 

Outstanding at the beginning of the period

   21,000   LOGO  373.50-448.00    LOGO  444.45     67  

Granted during the year

   —      —       —       —    

Expired/forfeited during the period

   —      —       —       —    

Exercised during the period

   (10,000  448.00     448.00     —    
  

 

 

  

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

   11,000   LOGO  373.50-448.00    LOGO  441.23     65  
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

   1,000   LOGO  373.50    LOGO  373.50     19  
  

 

 

  

 

 

   

 

 

   

 

 

 
    Year Ended March 31, 2012 

Category B — Par Value Options

  Shares arising
out of options
  Range of exercise
prices
   Weighted-
average  exercise
price
   Weighted-average
remaining contractual
life (months)
 

Outstanding at the beginning of the period

   697,161   LOGO  5.00    LOGO  5.00     72  

Granted during the period

   262,520    5.00     5.00     91  

Expired/forfeited during the period

   (61,842  5.00     5.00     —    

Exercised during the period

   (254,683  5.00     5.00     —    
  

 

 

  

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

   643,156    5.00     5.00     70  
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

   70,551   LOGO  5.00    LOGO  5.00     38  
  

 

 

  

 

 

   

 

 

   

 

 

 
    Year Ended March 31, 2011 

Category A — Fair Market Value Options

  Shares arising
out of options
  Range of exercise
prices
   Weighted-
average  exercise
price
   Weighted-average
remaining  contractual
life (months)
 

Outstanding at the beginning of the period

   100,000   LOGO  362.50-531.51    LOGO  403.02     38  

Granted during the year

   —           —       —    

Expired/forfeited during the period

   (9,000  373.50-531.51     443.73     —    

Exercised during the period

   (70,000  362.50-442.50     385.36     —    
  

 

 

  

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

   21,000   LOGO  373.50-448    LOGO  444.45     67  
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

   11,000   LOGO  373.50-448    LOGO  441.23     55  
  

 

 

  

 

 

   

 

 

   

 

 

 
    Year Ended March 31, 2011 
          Weighted-   Weighted-average 
   Shares arising  Range of exercise   average exercise   remaining contractual 

Category B — Par Value Options

  out of options  prices   price   life (months) 

Outstanding at the beginning of the period

   785,007   LOGO  5.00    LOGO  5.00     72  

Granted during the period

   284,070    5.00     5.00     91  

Expired/forfeited during the period

   (78,620  5.00     5.00     —    

Exercised during the period

   (293,296  5.00     5.00     —    
  

 

 

  

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

   697,161   LOGO  5.00    LOGO  5.00     72  
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

   52,106   LOGO  5.00    LOGO  5.00     41  
  

 

 

  

 

 

   

 

 

   

 

 

 

F-47


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
20. Employee stock incentive plans (continued)
Category A — Fair Market Value Options
                 
  Year Ended March 31, 2009 
          Weighted-  Weighted-average 
  Shares arising  Range of exercise  average  remaining contractual 
  out of options  prices  exercise price  life (months) 
Outstanding at the beginning of the period  158,780  Rs.362.50 - 531.51   421.79   44 
Granted during the year  20,000   448   448   97 
Expired/forfeited during the period  (34,500)  441.50 - 442.50   441.92    
Exercised during the period  (7,870)  441.50 - 531.50   474.32    
                
Outstanding at the end of the period  136,410  Rs.362.50 - 531.51   417.51   42 
                
Exercisable at the end of the period  103,910  Rs.362.50 - 531.51   418.26   30 
Category B — Par Value Options
                 
  Year Ended March 31, 2009 
          Weighted-  Weighted-average 
  Shares arising  Range of exercise  average exercise  remaining contractual 
  out of options  prices  price  life (months) 
Outstanding at the beginning of the period  773,788  Rs.5  Rs.5   74 
Granted during the period  355,820   5   5   91 
Expired/forfeited during the period  (135,387)  5   5    
Exercised during the period  (215,735)  5   5    
                
Outstanding at the end of the period  778,486   5   5   72 
                
Exercisable at the end of the period  100,209  Rs.5  Rs.5   46 
The weighted average grant date fair value of fair market value options granted under category A above of the DRL 2002 Plan during the years ended March 31, 2010 and 2009 was Rs.zero and Rs.163.71, respectively. The weighted average grant date fair value of par value options granted under category B above of the DRL 2002 Plan during the years ended March 31, 20102012 and 20092011 was Rs.447.32LOGO 1,567 and Rs.531.40,LOGO 920, respectively. The aggregate intrinsic value of options exercised under the DRL 2002 Plan (both category A and B) during the years ended March 31, 20102012 and 20092011 was Rs.229LOGO 407 and Rs.129.6,LOGO 489, respectively. The weighted average share price on the date of exercise of options during the years ended March 31, 20102012 and 20092011 was Rs.810.65LOGO 1,561 and Rs.601.12,LOGO 1,426, respectively. As of March 31, 2010,2012, options outstanding under the DRL 2002 Plan (both category A and B) had an aggregate intrinsic value ofLOGO 1,146 and options exercisable under the DRL 2002 Plan (both category A and B) had an aggregate intrinsic value of Rs.1,084LOGO 126.

The term of the DRL 2002 plan expired on January 29, 2012. Consequently, the Board of Directors of the Company, based on the recommendation of the Compensation Committee, resolved to extend the term of the DRL 2002 plan for a period of 10 years with effect from January 29, 2012, subject to the approval of shareholders. A resolution to this effect has been proposed for approval of the shareholders at the Company’s Annual General Meeting to be held on July 20, 2012.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and Rs.172, respectively.

per share data and where otherwise stated)

20. Employee stock incentive plans (continued)

Dr. Reddy’s Employees ADR Stock Option Plan-Scheme, 2007 (the “DRL 2007 Plan”):

The Company instituted the DRL 2007 Plan for all eligible employees in pursuance of the special resolution approved by the shareholders in the Annual General Meeting held on July 27, 2005. The DRL 2007 Plan became effective upon its approval by the Board of Directors on January 22, 2007. The DRL 2007 Plan covers all employees of DRL and its subsidiaries and directors (excluding promoter directors) of DRL and its subsidiaries (collectively, “eligible employees”). The Compensation Committee administers the DRL 2007 Plan and grants stock options to eligible employees. The Compensation Committee determines which eligible employees will receive the options, the number of options to be granted, the exercise price, the vesting period and the exercise period. The vesting period is determined for all options issued on the date of grant. The options issued under the DRL 2007 planPlan vest in periods ranging between one and four years and generally have a maximum contractual term of five years.

The DRL 2007 Plan provides for option grants in two categories:

Category A: 382,695 stock options out of the total of 1,530,779 stock options reserved for grant having an exercise price equal to the fair market value of the underlying equity shares on the date of grant; and

Category B: 1,148,084 stock options out of the total of 1,530,779 stock options reserved for grant having an exercise price equal to the par value of the underlying equity shares (i.e.,LOGO 5 per option).

No options have been granted under Category A as of March 31, 2012. Stock options activity for category B options under the DRL 2007 Plan is as follows.

Year Ended March 31, 2012
    
Category A: 382,695 stock options out of the total of 1,530,779 stock options reserved for grant having an exercise price equal to the fair market value of the underlying equity shares on the date of grant; and
   
Weighted-Weighted-average
Shares arisingRange of exerciseaverage exerciseremaining contractual

Category B: 1,148,084 stock options — Par Value Options

out of optionspricespricelife (months)

Outstanding at the total of 1,530,779 stock options reserved for grant having an exercise price equal to the par valuebeginning of the underlying equity shares (i.e., Rs.5 per option).period

124,559LOGO  5.00LOGO  5.0074

Granted during the period

56,0605.005.0089

Expired/forfeited during the period

(19,7895.005.00—  

Exercised during the period

(42,9315.005.00—  

Outstanding at the end of the period

117,899LOGO  5.00LOGO  5.0073

Exercisable at the end of the period

6,564LOGO  5.00LOGO  5.0047

During the year ended March 31, 2008, the Compensation Committee at its meeting held in October 2007 proposed that the Company would absorb the full liability of Fringe Benefit Tax upon exercise of all stock options granted on or prior to October 2007 and that, in respect of new grants to be made subsequent to that date, applicable Fringe Benefit Tax would be recovered from employees upon the exercise of their stock options. Amendments to the DRL 2002 and DRL 2007 Plans reflecting these proposals were approved by the shareholders at the Annual General Meeting held on July 22, 2008.

 

    Year Ended March 31, 2011 
          Weighted-   Weighted-average 
   Shares arising  Range of exercise   average exercise   remaining contractual 

Category B — Par Value Options

  out of options  prices   price   life (months) 

Outstanding at the beginning of the period

   112,390   LOGO  5.00    LOGO  5.00     74  

Granted during the period

   58,660    5.00     5.00     89  

Expired/forfeited during the period

   (2,440  5.00     5.00     —    

Exercised during the period

   (44,051  5.00     5.00     —    
  

 

 

  

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

   124,559   LOGO  5.00    LOGO  5.00     74  
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

   3,364   LOGO  5.00    LOGO  5.00     49  
  

 

 

  

 

 

   

 

 

   

 

 

 

F-48


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
20. Employee stock incentive plans (continued)
During the year ended March 31, 2010, the Government of India through its Finance Act, 2009 abolished the Fringe Benefit Tax, including those applicable to employee share based payments. Under the Finance Act, 2009, the Fringe Benefit Tax payable by the employer as a result of share based payments would be replaced by an income tax payable by the employees as a “perquisite” (as defined in the Indian Income Tax Act, 1961) based on the value of the underlying share as on the date of exercise of the options. As a result, the employee becomes the primary obligor to discharge all tax liabilities that would arise on exercise of such stock options. Consequently, the previous Fringe Benefit Tax amendments made to the DRL 2002 and DRL 2007 Plans are no longer applicable.
Category B — Par Value Options
                 
  Year Ended March 31, 2010 
          Weighted-  Weighted-average 
  Shares arising  Range of exercise  average exercise  remaining contractual 
  out of options  prices  price  life (months) 
Outstanding at the beginning of the period  156,577  Rs.5.00  Rs.5.00   71 
Granted during the period  74,600   5.00   5.00   91 
Expired/forfeited during the period  (44,630)  5.00   5.00    
Exercised during the period  (74,157)  5.00   5.00    
             
Outstanding at the end of the period  112,390   5.00   5.00   74 
             
Exercisable at the end of the period  2,250  Rs.5.00  Rs.5.00   47 
             
 
Category B — Par Value Options    
                 
  Year Ended March 31, 2009 
          Weighted-  Weighted-average 
  Shares arising  Range of exercise  average exercise  remaining contractual 
  out of options  prices  price  life (months) 
Outstanding at the beginning of the period  182,778  Rs.5  Rs.5   73 
Granted during the period  74,400   5   5   89 
Expired/forfeited during the period  (28,175)  5   5    
Exercised during the period  (72,426)  5   5    
             
Outstanding at the end of the period  156,577   5   5   71 
             
Exercisable at the end of the period  24,012  Rs.5  Rs.5   52 
             
The weighted average grant date fair value of par value options granted under category B of the DRL 2007 Plan during the years ended March 31, 20102012 and 20092011 was Rs.447.32LOGO 1569 and Rs.477.42,LOGO 920, respectively. The aggregate intrinsic value of options exercised under the DRL 2007 Plan during the year ended March 31, 2010 was Rs.57.2012 and 2011wasLOGO 67 andLOGO 62, respectively. The weighted average share price on the date of exercise of options during the year ended March 31, 2010 was Rs.773.82.2012 and 2011wasLOGO 1,566 andLOGO 1,425, respectively. As of March 31, 2010,2012, options outstanding under the DRL 2007 Plan had an aggregate intrinsic value ofLOGO 207 and options exercisable under the DRL 2007 Plan had an aggregate intrinsic value of Rs.143 and Rs.3, respectively.
LOGO 12.

The fair value of stock options granted under the DRL 2002 Plan and the DRL 2007 Plan has been measured using the Black Scholes MertonBlack–Scholes-Merton model at the date of the grant.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

20.Employee stock incentive plans (continued)

Dr. Reddy’s Employees ADR Stock Option Scheme, 2007 (the “DRL 2007 Plan”) (continued ):

The Black-Scholes MertonBlack-Scholes-Merton model includes assumptions regarding dividend yields, expected volatility, expected terms and risk free interest rates. In respect of par value options granted under category B, the expected term of an option (or “option life”) is estimated based on the vesting term, contractual term, as well as expected exercise behaviourbehavior of the employees receiving the option. In respect of fair market value options granted under category A, the option life is estimated based on the simplified method. Expected volatility of the option is based on historical volatility, during a period equivalent to the option life, of the observed market prices of the Company’s publicly traded equity shares. Dividend yield of the options is based on recent dividend activity. Risk-free interest rates are based on the government securities yield in effect at the time of the grant. These assumptions reflect management’s best estimates, but these assumptions involve inherent market uncertainties based on market conditions generally outside of the Company’s control. As a result, if other assumptions had been used in the current period, stock-based compensation expense could have been materially impacted. Further, if management uses different assumptions in future periods, stock based compensation expense could be materially impacted in future years.

The estimated fair value of stock options is charged to income on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance,in-substance, multiple awards.

The weighted average grant date fair value of all the options granted under the DRL 2002 plan (both category — A and B) was Rs.447.32 and Rs.506.17 for the years ended March 31, 2010 and 2009, respectively.

F-49


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
20. Employee stock incentive plans (continued)
The weighted average inputs used in computing the fair value of such grantsoptions granted were as follows:
         
  Year Ended  Year Ended 
  March 31, 2010  March 31, 2009 
Expected volatility 36.45% 29.52% 
Exercise price Rs. 5  Rs. 24.68 
Option life 2.44 years  2.57 years 
Risk-free interest rate 5.05%  7.80% 
Expected dividends 0.82%  0.6% 
Grant date share price Rs.612.95  632.26 

   Year Ended
March 31, 2012
  Year Ended
March 31, 2011
 

Expected volatility

   28.92  34.34

Exercise price

  LOGO  5   LOGO  5  

Option life

   2.42 years    2.43 years  

Risk-free interest rate

   8.34  6.04

Expected dividends

   0.7  0.4

Grant date share price

  LOGO  1,598.57   LOGO  1,242.55  

As explained further in Note 34, during the year ended March 31, 2011, the Company effected a scheme for issuance of bonus debentures to the shareholders of the Company. Per the terms of this approved scheme, the Compensation Committee of the Board of Directors of the Company has been authorized to reduce the existing exercise price of category A fair market value options byLOGO 30 per option as and when considered appropriate. The Compensation Committee resolved not to reduce the existing exercise price at its meeting held on May 12, 2011.

Aurigene Discovery Technologies Ltd. Employee Stock Option Plan 2003 (the “Aurigene ESOP Plan”):

Aurigene Discovery Technologies Limited (“Aurigene”), a consolidated subsidiary, adopted the Aurigene ESOP Plan to provide for issuance of stock options to employees of Aurigene and its subsidiary, Aurigene Discovery Technologies Inc. (“Aurigene Discovery”), who have completed one full year of service with Aurigene or its subsidiary.and Aurigene hasDiscovery. Aurigene reserved 4,550,000 of its ordinary shares for issuance under this plan.the Aurigene ESOP Plan. Under the Aurigene ESOP Plan, stock options may bewere granted at an exercise price as determined by Aurigene’s compensation committee. The options issued under the Aurigene ESOP Plan vestvested in periods ranging from one to three years, including certain options which vestvested immediately on grant, and generally havehad a maximum contractual term of three years.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

20.Employee stock incentive plans (continued)

Aurigene Discovery Technologies Ltd. Employee Stock Option Plan 2003 (the “Aurigene ESOP Plan”) (continued):

During the year ended March 31, 2008, the Aurigene ESOP Plan was amended to increase the total number of options reserved for issuance to 7,500,000 and to provide for Aurigene’s recovery of the Fringe Benefit Tax from employees upon the exercise of their stock options.

                 
  Year Ended March 31, 2010 
          Weighted-  Weighted-average 
  Shares arising  Range of exercise  average exercise  remaining contractual 
  out of options  prices  price  life (months) 
Outstanding at the beginning of the period  2,916,263  Rs.10-14.99  Rs.13.99   33 
Granted during the year            
Exercised during the year(1)
  (1,899,943)  10   10    
Expired/forfeited during the period  (3,989)  10-14.99   11.63    
                
Outstanding at the end of the period  1,012,331   10-14.99   11.95   34 
                
Exercisable at the end of the period  850,237  Rs.10-14.99   11.36   31 
                 
  Year Ended March 31, 2009 
          Weighted-  Weighted-average 
  Shares arising  Range of exercise  average exercise  remaining contractual 
  out of options  prices  price  life (months) 
Outstanding at the beginning of the period  2,961,116  Rs.10-14.99  Rs.13.16   45 
Granted during the year            
Exercised during the year            
Expired/forfeited during the period  (44,853)  10-14.99   11.33    
                
Outstanding at the end of the period  2,916,263   10-14.99   13.99   33 
                
Exercisable at the end of the period  1,899,941  Rs.10-14.99   13.85   26 
(1)As explained in Note 33 of these consolidated financial statements, the underlying shares of Aurigene arising on exercise of these options were acquired by the parent company for a total consideration of Rs.87.
As of March 31, 2010,

    Year Ended March 31, 2012 
    Shares arising
of options
  Range of exercise
prices
   Weighted-
average exercise
price
   Weighted-average
remaining contractual out
life (months)
 

Outstanding at the beginning of the period

   1,009,090   LOGO  10-14.99    LOGO  11.94     21  

Granted during the year

   —      —       —       —    

Exercised during the year

   —      —       —       —    

Expired/forfeited during the period

   (1,009,090  10-14.99     11.94     —    
  

 

 

  

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

   —     LOGO  —      LOGO  —       —    
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

   —      —       —       —    
  

 

 

  

 

 

   

 

 

   

 

 

 

    Year Ended March 31, 2011 
    Shares arising
of options
  Range of exercise
prices
   Weighted-
average exercise
price
   Weighted-average
remaining contractual out
life (months)
 

Outstanding at the beginning of the period

   1,012,331   LOGO  10-14.99    LOGO  11.95     34  

Granted during the year

   —      —       —       —    

Exercised during the year

   —      —       —       —    

Expired/forfeited during the period

   (3,241  10-14.99     11.63     —    
  

 

 

  

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

   1,009,090   LOGO  10-14.99    LOGO  11.94     21  
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

   1,009,090   LOGO  10-14.99    LOGO  11.94     21  
  

 

 

  

 

 

   

 

 

   

 

 

 

During the three months ended September 30, 2011, the Company cancelled all 1,009,090 stock options which were fully vested and outstanding and exercisable under this Plan had an aggregate intrinsic value of Rs.34 and Rs.5, respectively.

Aurigene Discovery Technologies Limited, Management Group Stock Grant Plan (the “Aurigene Management Plan”).
In the year ended March 31, 2004, Aurigene adopted the Aurigene ManagementESOP Plan, to provide for issuanceupon surrender of stockthe options to managementby the employees, of Aurigene and its subsidiary Aurigene Discovery Technologies Inc. Aurigene has reserved 2,950,000 of its ordinary shares for issuance under this plan. Under the Aurigene ManagementESOP Plan stock options may be granted at an exercise price as determinedwas closed by Aurigene’s compensation committee. Asa resolution of March 31, 2008,the shareholders. Accordingly, there were no stock options outstanding under the Aurigene Management Plan. The plan was closed by a resolutionESOP Plan as of the shareholders in January 2008.
March 31, 2012.

Share-based payment expense

For the years ended March 31, 2010, 20092012, 2011 and 2008, Rs.226, Rs.1312010,LOGO 326,LOGO 265 and Rs.258,LOGO 226, respectively, has been recorded as employee share-based payment expense under all employee stock incentive plans of the Company. As of March 31, 2010,2011, there iswas approximately Rs.167LOGO 268 of total unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-averageweighted- average period of 2.592.77 years.

F-50


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
21. Research and development arrangements

During the year ended March 31, 2005, the Company entered into an agreement with I-VEN Pharma Capital Limited (“I-VEN”) for the joint development and commercialization of a portfolio of 36 generic drug products. As per the terms of the agreement, I-VEN had a right to fund up to 50% of the project costs (development, registration and legal costs) related to these products and the related U.S. Abbreviated New Drug Applications (“ANDA”) filed or to be filed, subject to a maximum contribution of U.S.$56. Upon successful commercialization of these products, the Company was required to pay I-VEN a royalty on net sales at agreed rates for a period of 5 years from the date of commercialization of each product.

The first tranche of Rs.985 (U.S.LOGO 985(U.S.$23) was funded by I-VEN on March 28, 2005. This amount received from I-VEN was initially recorded as an advance and subsequently credited in the income statement as a reduction of research and development expenses upon completion of specific milestones as detailed in the agreement. A milestone (i.e., a product filing as per the terms of the agreement) was considered to be completed once the appropriate ANDA was submitted by the Company to the U.S. FDA. Achievement of a milestone entitled the Company to reduce the advance and credit research and development expenses in a fixed amount equal to I-VEN’s share of the research and development costs of the product (which varied depending on whether the ANDA was a Paragraph III or Paragraph IV filing). Accordingly, based on product filings made by the Company through March 31, 2007, an aggregate amount of Rs.933 has beenLOGO 933 was credited to research and development expense during the years ended March 31, 2005, 2006 and 2007.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

21. Research and development arrangements (continued)

As per the agreement, in April 2010 and upon successful achievement of certain performance milestones specified in the agreement (e.g., successful commercialization of a specified number of products, and achievement of specified sales milestones), I-VEN had a one-time right to require the Company to pay I-VEN a portfolio termination value amount for such portfolio of products. In the event I-VEN exercised this portfolio termination value option, then it would not be entitled to the sales-based royalty payment for the remaining contractual years.

During the year ended March 31, 2010, the Company and I-VEN reached an agreement for I-VEN to exercise the portfolio termination value option for a portfolio termination value amount of Rs.2,680LOGO 2,680 (U.S.$57) to be paid by the Company on or before September 30, 2010. This agreement represents a constructive present obligation as at March 31, 2010.. Accordingly, the Company has recorded an asset of Rs.2,680LOGO 2,680 (U.S.$57) (in the form of a portfolio product related intangibles essentially representing a relief from future royalty costs payable to I-VEN) and an equivalent liability representing consideration payable to I-VEN.

On October 1, 2010, the Company, DRL Investments Limited (a wholly-owned subsidiary of Dr. Reddy’s) and I-VEN’s beneficial interest holders consummated and settled the transaction by restructuring it as a purchase of the controlling interest in I-VEN on or before September 30, 2010.

by DRL Investments Limited in exchange for payment to the I-VEN beneficial interest holders ofLOGO 2,680, including an amount ofLOGO 150 set aside in an escrow fund for a period of 15 months for the purpose of funding certain indemnification obligations of such beneficial interest holders. Upon the completion of the 15 month period, the aforesaid set aside amount ofLOGO 150 was paid out during the year ended March 31, 2012.

22. Provisions

Provisions consist of the following:

         
  As at March 31, 
  2010  2009 
Sales returns Rs.839  Rs.815 
Environmental liability  39   42 
Legal  255   1,113 
       
  Rs.1,133  Rs.1,970 
       

   As at March 31, 
   2012   2011 

Sales returns

  LOGO  1,339    LOGO  980  

Environmental liability

   47     41  

Legal

   392     334  

Others

   195     —    
  

 

 

   

 

 

 
  LOGO  1,973    LOGO  1,355  
  

 

 

   

 

 

 

The details of changes in provisions during the year ended March 31, 20102012 are as follows:

                 
  Allowance for  Environmental       
Particulars sales return(1)  Liability (2)  Legal  Total 
Balance as at April 1, 2009 Rs.815  Rs.42  Rs.1,113  Rs.1,970 
Provision made during the year, net  932      119   1,051 
Provisions acquired in business combinations            
Provision used during the year  (908)  (3)  (977)  (1,888)
             
Balance as at March 31, 2010 Rs.839  Rs.39  Rs.255  Rs.1,133 
             
                 
Current Rs.839  Rs.  Rs.255  Rs.1,094 
Non-current     39      39 
             
  Rs.839  Rs.39  Rs.255  Rs.1,133 
             

Particulars

  Allowance for
sales return 
(1)
  Environmental
Liability
(2)
   Legal   Others   Total 

Balance as at April 1, 2011

  LOGO  980   LOGO  41    LOGO  334     —      LOGO  1,355  

Provision made during the year

   1,335    6     58     195     1,594  

Provision used during the year

   (976  —       —       —       (976
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as at March 31, 2012

  LOGO  1,339   LOGO  47    LOGO  392    LOGO  195    LOGO  1,973  
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Current

  LOGO  1,339    —      LOGO  392    LOGO  195    LOGO  1,926  

Non-current

       47     —       —       47  
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 
  LOGO  1,339   LOGO  47    LOGO  392    LOGO  195    LOGO  1,973  
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Provision for sales returns is accounted by recording a provision based on the Company’s estimate of expected sales returns. See Note 3.k. for details.

(2)

As a result of the acquisition of a unit of The Dow Chemical Company, (see Note 6.a.), the Company assumed a liability for contamination of the Mirfield site acquired amounting to Rs.39.LOGO 39 (carrying valueLOGO 47). Because the seller is required to indemnify the Company for this liability, a corresponding asset has also been recorded in the statements of financial position. During the year ended March 31, 2011, the Company was required to provide security for such environmental liabilities and, accordingly, the Company has depositedLOGO 83 (carrying valueLOGO 94) as additional security.

F-51


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

22. Provisions (continued)

The details of changes in provisions during the year ended March 31, 20092011 are as follows:

                 
  Allowance for  Environmental       
Particulars sales return  Liability  Legal  Total 
Balance as at April 1, 2008 Rs.627  Rs.  Rs.123  Rs.750 
Provision made during the year, net  663      990   1,653 
Provisions acquired in business combinations     42      42 
Provision used during the year  (475)        (475)
             
Balance as at March 31, 2009  815   42   1,113   1,970 
             
                 
Current  815      1,113   1,928 
Non-current     42      42 
             
  Rs.815  Rs.42  Rs.1,113  Rs.1,970 
             
The details of changes in provisions during the year ended March 31, 2008 are as follows:
                 
  Allowance for  Environmental       
Particulars sales return  Liability  Legal  Total 
Balance as at April 1, 2007 Rs.747     Rs.153  Rs.900 
Provision made during the year, net  164         164 
Provision utilized during the year  (284)     (30)  (314)
             
Balance as at March 31, 2008  627      123   750 
             
                 
Current  627      123   750 
Non-current            
             
  Rs.627     Rs.123  Rs.750 
             

Particulars

  Allowance for
sales return
  Environmental
Liability
   Legal   Total 

Balance as at April 1, 2010

  LOGO  839   LOGO  39    LOGO  255    LOGO  1,133  

Provision made during the year

   731    2     79     812  

Provision used during the year

   (590  —       —       (590
  

 

 

  

 

 

   

 

 

   

 

 

 

Balance as at March 31, 2011

  LOGO  980   LOGO  41    LOGO  334    LOGO  1,355  
  

 

 

  

 

 

   

 

 

   

 

 

 

Current

   980    —       334     1,314  

Non-current

   —      41     —       41  
  

 

 

  

 

 

   

 

 

   

 

 

 
  LOGO  980   LOGO  41    LOGO  334    LOGO  1,355  
  

 

 

  

 

 

   

 

 

   

 

 

 

23. Trade payables

Trade payables consist of the following:

         
  As at March 31, 
  2010  2009 
Trade payables due to related parties Rs.20  Rs.68 
Trade payables  9,302   5,919 
       
  Rs.9,322  Rs.5,987 
       

   As at March 31, 
   2012   2011 

Due to related parties

  LOGO  95    LOGO  82  

Others

   9,407     8,398  
  

 

 

   

 

 

 
  LOGO  9,502    LOGO  8,480  
  

 

 

   

 

 

 

24. Other liabilities

Other liabilities consist of the following:

         
  As at March 31, 
  2010  2009 
Current
        
Advance from customers Rs.245  Rs.863 
Statutory dues payable  372   724 
Accrued expenses  5,743   5,641 
Deferred revenue  107   3 
Others  1,397   874 
       
   7,864   8,105 
         
Non-current
        
Statutory dues payable Rs.48  Rs.53 
Deferred revenue  42   127 
Others  159   170 
       
   249   350 
       
  Rs.8,113  Rs.8,455 
       

 

   As at March 31, 
   2012   2011 

Current

    

Advance from customers

  LOGO  242    LOGO  399  

Statutory dues payable

   339     235  

Accrued expenses

   10,568     7,140  

Deferred revenue

   207     104  

Others

   2,290     3,811  
  

 

 

   

 

 

 
   13,646     11,689  
  

 

 

   

 

 

 

Non-current

    

Statutory dues payable

  LOGO  40    LOGO  45  

Deferred revenue

   267     328  

Others

   752     293  
  

 

 

   

 

 

 
   1,059     666  
  

 

 

   

 

 

 
  LOGO  14,705    LOGO  12,355  
  

 

 

   

 

 

 

F-52

25. Revenue


Revenue consists of the following:

   Year Ended March 31, 
   2012   2011   2010 

Sales

  LOGO  94,401    LOGO  72,952    LOGO  68,616  

Services

   2,336     1,741     1,661  
  

 

 

   

 

 

   

 

 

 
  LOGO  96,737    LOGO  74,693    LOGO  70,277  
  

 

 

   

 

 

   

 

 

 

Revenue includes excise duties ofLOGO 405,LOGO 356 andLOGO 316 for the years ended March 31, 2012, 2011 and 2010, respectively.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

25. Revenue
Revenue consists of the following:
             
  Year Ended March 31, 
  2010  2009  2008 
Sales Rs.68,616  Rs.68,381  Rs.49,266 
Services  1,661   1,060   740 
          
  Rs.70,277  Rs.69,441  Rs.50,006 
          
Revenue includes excise duties of Rs.316, Rs.422 and Rs.558 for the years ended March 31, 2010, 2009 and 2008, respectively.

26. Other (income)/expense, net

Other (income)/expense, net consistconsists of the following:

             
  Year Ended March 31, 
  2010  2009  2008 
Loss/(Profit) on sale of property, plant and equipment, net Rs.24  Rs.(15)  Rs.8 
Sale of spent chemical  (209)  (211)  (200)
Negative goodwill on acquisition of business     (150)   
Miscellaneous income  (432)  (286)  (210)
Settlement of legal claim from innovator (1) (2)
  48   916    
          
  Rs.(569)  Rs.254  Rs.(402) 
          

   Year Ended March 31, 
   2012  2011  2010 

Loss/(Profit) on sale of property, plant and equipment and intangibles, net

  LOGO   9   LOGO  (271 LOGO  24  

Sale of spent chemical

   (382  (255  (209

Negative goodwill on acquisition of business

   —      (73  —    

Miscellaneous income

   (402  (596  (432

Settlement of legal claim from innovator (1)

   10    80    48  
  

 

 

  

 

 

  

 

 

 
  LOGO  (765 LOGO  (1,115 LOGO  (569
  

 

 

  

 

 

  

 

 

 

(1)

During the year ended March 31, 2008, Eli Lilly’s German patent covering olanzapine was invalidated by the German Patent Court. Eli Lilly, the innovator, appealed this decision before the German Federal Court of Justice. The Company’s German subsidiary, betapharm2012 and certain other competitors had launched olanzapine products in Germany pending the decision from the German Federal Court of Justice. Eli Lilly filed an application for an interim order against betapharm claiming patent infringement at the court in Düsseldorf, Germany. However, in August 2008, the court decided not to grant the interim order due to lack of urgency. In December 2008, the Federal Court of Justice overruled the German Patent Court and decided to maintain the olanzapine patent in favor of Eli Lilly, the innovator. The Company subsequently stopped marketing this product in the German market. As part of the litigation, Eli Lilly claimed damages resulting from the sales of the Company’s olanzapine product. In settlement of such claims,March 31, 2011, the Company agreed to pay compensation to Eli Lilly therecorded an amount of Rs.916. Accordingly, the Company has recorded a liability towards this claim the amount of Rs.916. During the year ended March 31, 2010, the Company paid such amount.

(2)
The Company supplies certain generic products, including olanzapine tablets (the generic version of Eli Lilly’s Zyprexa® tablets), to Pharmascience, Inc. for sale in Canada. Several generic pharmaceutical manufacturers have challenged the validity of the Zyprexa patents in Canada. In June 2007, the Canadian Federal Court held that the invalidity allegation of one such challenger, Novopharm Ltd., was justifiedLOGO 10 and denied Eli Lilly’s request for an order prohibiting sale of the product. Eli Lilly responded by suing Novopharm for patent infringement. Eli Lilly also sued Pharmascience for patent infringement, but that litigation was dismissed after the parties agreed to be bound by the final outcome in the Novopharm case. As reflected in Eli Lilly’s regulatory filings, the settlement allows Pharmascience to market olanzapine tablets subject to a contingent damages obligation should Eli Lilly be successful inLOGO 80, respectively, as its litigation against Novopharm. The Company’s agreement with Pharmascience includes a provision under which the Company shares a portion of all cost and expense incurred as a result of settling lawsuits or paying damages that arise as a consequence of selling the products. For the preceding reasons, the Company is exposed to potential damages in an amount that may equal the Company’s profit share derived from sale of the product.
During October 2009, the Canadian Federal Court decided in the Novopharm case that Eli Lilly’s patent for Zyprexa is invalid. On November 3, 2009, Eli Lilly filed an appeal. The Company continues to sell the product to Pharmascience. However, because the Canadian Federal Court’s decision on Eli Lilly’s appeal is pending, management believes that the outcome of this litigation cannot be predicted. The Company has recorded Rs.48 as the best estimate of the probable liability towardsarising out of the potential claimCompany’s olanzapine litigation in the year endedCanada (Refer to Note 38 for details). As at March 31, 2010.2012, the total provision on this matter wasLOGO 162.

27. Finance (expense)/income, net

F-53

Finance (expense)/income, net consists of the following:


   Year Ended March 31, 
   2012  2011  2010 

Interest income

  LOGO  377   LOGO  105   LOGO  249  

Dividend and profit on sale of investments, net

   161    68    48  

Foreign exchange gain, net

   689        72  
  

 

 

  

 

 

  

 

 

 
  LOGO  1,227   LOGO  173   LOGO  369  
  

 

 

  

 

 

  

 

 

 

Foreign exchange loss, net

       (57    

Interest expense on borrowings

   (1,067  (232  (372

Loss on extinguishment of debt

       (73    
  

 

 

  

 

 

  

 

 

 
  LOGO  (1,067)  LOGO  (362)  LOGO  (372) 
  

 

 

  

 

 

  

 

 

 

Finance (expense)/income, net

  LOGO  160   LOGO  (189 LOGO  (3
  

 

 

  

 

 

  

 

 

 

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

27. Finance (expense)/income, net
Finance (expense)/income, net consist of the following:
             
  Year Ended March 31, 
  2010  2009  2008 
Interest income Rs.249  Rs.346  Rs.751 
Dividend and profit on sale of investments, net  48   136   111 
Foreign exchange gain, net  72      739 
          
   369   482   1,601 
Foreign exchange loss, net     (634)   
Interest expense on borrowings  (372)  (1,034)  (1,080)
          
   (372)  (1,668)  (1,080)
          
  Rs.(3) Rs.(1,186) Rs.521 
          

28. Income taxes

a. Income tax (expense)/benefit recognized in the income statement.

Income tax (expense)/benefit recognized in the income statement consistconsists of the following:

             
  Year Ended March 31, 
  2010  2009  2008 
Current tax (expense)
            
Domestic Rs.(2,552) Rs.(1,549) Rs.(606)
Foreign  (684)  (1,182)  (476)
          
   (3,236)  (2,731)  (1,082)
          
Deferred tax (expense)/benefit
            
Domestic  79   (166)  (886)
Foreign  2,172   1,725   2,940 
          
   2,251   1,559   2,054 
          
Total income tax (expense)/benefit in income statement
 Rs.(985) Rs.(1,172) Rs.972 
          

   Year Ended March 31, 
  2012  2011  2010 

Current taxes (expense)/benefit

    

Domestic

  LOGO  (3,621 LOGO  (2,253 LOGO  (2,552

Foreign

   (733  (673  (684
  

 

 

  

 

 

  

 

 

 
  LOGO  (4,354 LOGO  (2,926 LOGO  (3,236
  

 

 

  

 

 

  

 

 

 

Deferred taxes (expense)/benefit

    

Domestic

  LOGO  (424 LOGO  698   LOGO  79  

Foreign

   574    825    2,172  
  

 

 

  

 

 

  

 

 

 
  LOGO   150   LOGO  1,523   LOGO  2,251  
  

 

 

  

 

 

  

 

 

 

Total income tax (expense)/benefit in income statement

  LOGO  (4,204)  LOGO  (1,403)  LOGO  (985) 
  

 

 

  

 

 

  

 

 

 

b. Income tax (expense)/benefit recognized directly in equity

Income tax (expense)/benefit recognized directly in equity consist of the following:

             
  Year Ended March 31, 
  2010  2009  2008 
Tax effect on changes in the fair value of other investments Rs.  Rs.(5) Rs.(35)
Tax effect on foreign currency translation differences  150   (41)  (42)
Tax effect on effective portion of change in fair value of cash flow hedges  (252)  78   3 
          
  Rs.(102) Rs.32  Rs.(74)
          

 

   Year Ended March 31, 
  2012  2011  2010 

Tax effect on changes in fair value of other investments

  LOGO  (3  —      —    

Tax effect on foreign currency translation differences

   106   LOGO  (59 LOGO  150  

Tax effect on effective portion of change in fair value of cash flow hedges

   757    —      (252
  

 

 

  

 

 

  

 

 

 
  LOGO  860   LOGO  (59 LOGO  (102
  

 

 

  

 

 

  

 

 

 

F-54


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
28. Income taxes (continued)
c.Reconciliation of effective tax rate

The following is a reconciliation of the Company’s effective tax rates for the years ended March 31, 2010, 20092012, 2011 and 2008:2010:

   Year Ended March 31, 
  2012  2011  2010 

Income/(loss) before income taxes and non-controlling interest

  LOGO  18,466   LOGO  12,443   LOGO  2,053  

Enacted tax rate in India

   32.45  33.22  33.99

Computed expected tax benefit/(expense)

  LOGO  (5,992 LOGO  (4,134 LOGO  (698

Effect of:

    

Differences between Indian and foreign tax rates

  LOGO  1,089   LOGO  791   LOGO  562  

Impairment of goodwill

   —      —      (1,598

Unrecognized deferred tax assets

   (563  (230  (134

Expenses not deductible for tax purposes

   (459  (207  (87

Share-based payment expense not deductible for tax purposes

   (88  (72  (55

Interest expense not deductible for tax purposes

   (34  (18  (32

Income exempt from income taxes

   168    714    746  

Foreign exchange differences

   236    105    (142

Incremental deduction allowed for research and development costs

   1,332    1,422    409  

Effect of change in tax rate

   (13  103    (77

Others

   120    123    121  
  

 

 

  

 

 

  

 

 

 

Income tax benefit/(expense)

  LOGO  (4,204 LOGO  (1,403 LOGO  (985
  

 

 

  

 

 

  

 

 

 

Effective tax rate

   23  11  48

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

28. Income Taxes (continued)

The increase in the Company’s effective tax rate during the year ended March 31, 2012 was primarily attributable to the following factors:

reduced tax incentives, as well as expiration of a tax holiday period, under Indian laws which applied to certain of the company’s facilities located in India, amounting to an increase in the effective tax rate by 4%.

             
  Year Ended March 31, 
  2010  2009  2008 
Profit/(loss) before income taxes Rs.2,053  Rs.(3,996) Rs.2,864 
Enacted tax rates in India  33.99%  33.99%  33.99%
Computed expected tax (expense)/benefit  (698)  1,359   (974)
Effect of:            
Differences between Indian and foreign tax rates  562   24   (87)
Impairment of goodwill  (1,598)  (3,371)  (31)
Unrecognized deferred tax assets  (134)  (303)  (185)
Expenses not deductible for tax purposes  (87)  (119)  (162)
Share-based payment expense not deductible for tax purposes  (55)  (31)  (64)
Interest expense not deductible for tax purposes  (32)  (55)  (270)
Income exempt from income taxes(1)
  746   831   705 
Foreign exchange differences  (142)  30   (20)
Incremental deduction allowed for research and development costs (2)
  409   510   545 
Effect of change in tax laws and rate (3)
  (77)  29   1,559 
Others  121   (76)  (44)
          
Income tax (expense)/benefit
 Rs.(985) Rs.(1,172) Rs.972 
          

higher revenues from the launch of Company’s product olanzapine in the United States, amounting to an increase in the effective tax rate by approximately 3%; and

(1)Income exempt from taxes above represents benefits from certain significant tax incentives provided to export oriented units (i.e., a unit that exports its production to customers outside India) and units located in certain specified less developed geographical areas under the Indian tax laws. These incentives presently pertain to an exemption from payment of Indian corporate income taxes for certain units of the Company for a period of ten consecutive years, beginning from the financial year when that particular unit commenced its operations (referred to as the “tax holiday” period). These tax holiday periods for the Company’s units expire in various years ranging from the year ended March 31, 2008 through the year ending March 31, 2016.
(2)Incremental deduction allowed for research and development costs represents tax incentive provided by the Government of India for carrying out such activities.
(3)The effect of changes in tax laws and rate relating to the year ended March 31, 2008 primarily includes a deferred tax benefit on account of a reduction in income tax rates in the United States and deferred tax expense on account of an increase in income tax rates in Mexico.

the unfavorable impact of changes in the profit mix of the Company’s subsidiaries (i.e. a decrease in the proportion of profit from subsidiaries with lower tax rates and an increase in the proportion of profit from subsidiaries with higher tax rates) coupled with an increase in expenses not deductible for tax purposes.

The rate of weighted deduction on the Company’s eligible research and development expenditure was equal to 200% for the years ended March 31, 2012 and 2011. Decrease in our eligible research and development expenditure did not cause any significant impact on the effective tax rate.

During the year ended March 31, 2010, the German tax authorities concluded their preliminary tax audits for betapharm, covering the fiscal years 2001 to 2004, and have objected to certain tax positions taken in those years’ income tax returns filed by betapharm. Management’sThe Company’s best estimate of the additional tax liability that could arise on conclusion of the tax audits, which is expected to be completed in the near future, is Rs.302wasLOGO 302 (EUR 5). Accordingly, management hasthe Company recorded thesuch amount as additional current tax expense in the income statement for the year endingended March 31, 2010. Included as part of the Company’s acquisition of betapharm during the year ended March 31, 2006 were certain pre-existingpreexisting income tax liabilities pertaining to betapharm for the fiscal periods prior to the date of the closing of the acquisition (in March 2006). Accordingly, the terms of the Sale and Purchase Agreement provided that a certain portion of the purchase consideration amounting to Rs.324LOGO 324 (EUR 6) would be set aside in an escrow account, to be set off against certain indemnity claims by the Company in respect of legal and tax matters that may arise covering such pre-acquisition periods. SuchThe right to make tax related indemnity claims apply to tax matters pertaining to the period covered between January 1, 2004 to November 30, 2005, and such rightswould lapse and becomebe time barred at the end of the seventhseven year anniversary of the closing of the acquisition (in March 2013). In relation to tax matters for periods covered prior to January 1, 2004, the Company has additional indemnity rights against Santo Holdings, the former owner of betapharm prior to 3i Group plc.

F-55


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
28. Income taxes (continued)
Upon receipt of such preliminary tax demands, the Companymanagement of betapharm initiated the process of exercising such indemnity rights against the sellers of betapharm and hashad concluded that as of March 31, 2010 the Company’s recovery of the full tax amounts demanded by the German tax authorities iswas virtually certain. Accordingly, a separate asset amounting to Rs.302LOGO 302 (EUR 5) representing such indemnity rights against the sellers have beenwas recorded as part of “other assets” in the statement of financial position, with a corresponding credit to the current tax expense.
expense for the year ended March 31, 2010.

During the year ended March 31, 2012, the aforesaid German tax audits for the period 2001 to 2004 were completed and a portion of the liability was determined and the payments were made accordingly. The sellers of betapharm paid the Company a corresponding amount pursuant to the Company’s indemnity rights described above.

There are certain income-tax related legal proceedings that are pending against the Company. Potential liabilities, if any, have been adequately provided for, and the Company does not currently estimate any material incremental tax liability in respect of these matters.

d. Unrecognized deferred tax assets and liabilities

Changes in unrecognized deferred tax assets and liabilities during the years ended March 31, 20102012 and 20092011 are summarized below:

                             
  As at          As at          As at 
  April 1,          March 31,          March 31, 
  2008  Additions  Recognition  2009  Additions  Recognition  2010 
Deductible temporary differences, net  183         183   (53)  (6)  124 
Tax losses  635   305   (2)  938   206   (13)  1,131 
                      
   818   305   (2)  1,121   153   (19)  1,255 
                      

   As at
April 1,
2010
   Additions   Recognition   As at
March 31,
2011
   Additions   Recognition/
expired
   As at
March 31,
2012
 

Deductible temporary differences, net

  LOGO  124    LOGO  10     —      LOGO  134    LOGO  268     —      LOGO  402  

Operating tax loss carry forward

   1,131     220    LOGO  (176)     1,175     295    LOGO  (304)     1,166  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  LOGO  1,255    LOGO  230    LOGO  (176)    LOGO  1,309    LOGO  563    LOGO  (304)    LOGO  1,568  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

During the year ended March 31, 2010,2012, the Company did not recognize deferred tax assets on tax losses of Rs.206LOGO 295 pertaining primarily to Reddy US Therapeutics,Dr. Reddy's Laboratories New York, Inc., Reddy Netherlands BV, Aurigene Discovery Technologies Inc., APR LLC, Reddy Pharma Iberia SA, Dr. Reddy’s Laboratories (Australia) Pty Ltd., Eurobridge Consulting B.V., Reddy Antilles N.V., and Dr. Reddy’s SRL, Aurigene Discovery Technologies (Malaysia) Sdn Bhd, Dr. Reddy’s Farmaceutica Do Brasil Limiteda, and Trigenesis Therapeutics, Inc.Reddy's SRL. Based on future projections, the Company believes that it is not probable that future taxable profits will be available against which the Company can utilize these benefits. The above tax losses expire at various dates ranging from 20132015 through 2030.

2032.

During the year ended March 31, 2012,LOGO 304 in tax losses in certain tax jurisdictions expired. This primarily represents tax losses in APR LLC and Dr. Reddys SRL carried forward from past fiscal years.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

28. Income Taxes (continued)

Deferred tax liabilities amounting to Rs.2,657LOGO 6,208 and Rs.1,584LOGO 5,183 have not been recognized on temporary differences as at March 31, 20102012 and 2009,2011, respectively, related to investments in subsidiaries and branches because it is probable that the temporary differences will not reverse in the foreseeable future.

e. Deferred tax assets and liabilities

The tax effects of significant temporary differences that resulted in deferred tax assets and liabilities and a description of the items that created these differences is given below:

         
  As of March 31, 
  2010  2009 
Deferred tax assets
        
Inventories Rs.602  Rs.480 
Trade receivables  233   175 
Operating tax loss carry-forward  950   1,126 
Other current liabilities  100   201 
Others  294   240 
       
Total deferred tax assets
 Rs.2,179  Rs.2,222 
       
         
Deferred tax liabilities
        
Property, plant and equipment Rs.(589) Rs.(969)
Other intangible assets  (2,464)  (4,437)
Others  (564)  (227)
       
Total deferred tax liabilities
 Rs.(3,617) Rs.(5,633)
       
         
Net deferred tax asset/(liability)
 Rs.(1,438) Rs.(3,411)
       

   As of March 31, 
  2012   2011 

Deferred tax assets:

    

Inventory

  LOGO  1,130    LOGO  819  

Minimum alternate tax

   —       862  

Trade receivables

   350     174  

Operating tax loss carry-forward

   1,152     1,233  

Other current liabilities

   890     137  

Others

   269     286  
  

 

 

   

 

 

 

Total deferred tax assets

  LOGO  3,791    LOGO  3,511  
  

 

 

   

 

 

 

Deferred tax liabilities:

    

Property, plant and equipment

  LOGO  (694)    LOGO  (700)  

Other intangible assets

   (2,065)     (2,463)  

Others

   (199)     (435)  
  

 

 

   

 

 

 

Total deferred tax liabilities

  LOGO  (2,958)    LOGO  (3,598)  
  

 

 

   

 

 

 

Net deferred tax asset/(liability)

  LOGO  833    LOGO  (87)  
  

 

 

   

 

 

 

In assessing the realizability of the deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of the deferred income tax assets and tax loss carry forwards is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategy in making this assessment. Based on the level of historical taxable income and projections of future taxable income over the periods in which the deferred tax assets are deductible, management believes that the Company will realize the benefits of those recognized deductible differences and tax loss carry forwards. The amount of deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced.

F-56


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
28. Income taxes (continued)
Operating loss carry forward consists of business losses, unabsorbed depreciation and unabsorbed interest carry-forwards. A portion of this total loss can be carried indefinitely and the remaining amounts expire at various dates ranging from 20142015 through 2029. The period for which such losses can be carried forward differs from five years to indefinite.
f. Movement in temporary differences during the years ended March 31, 2010 and 2009.
                     
  As at          Acquired in business  As at 
  April 1,      Recognized in  combinations/asset  March 31, 
  2008  Movement (1)  equity  acquisitions  2009 
Deferred tax assets
                    
Inventories Rs.454  Rs.51  Rs.  Rs.(25) Rs.480 
Minimum alternate tax  25   (25)         
Trade receivables  267   (92)        175 
Operating loss carry-forward  335   523      268   1,126 
Other current liabilities  284   (83)        201 
Others  143   102   (5)     240 
                
Total deferred tax assets
  1,508   476   (5)  243   2,222 
                
Deferred tax liabilities
                    
Property, plant and equipment  (1,025)  3      53   (969)
Other intangible assets  (5,090)  878      (225)  (4,437)
Others  (249)  22         (227)
                
Total deferred tax liabilities
  (6,364)  903      (172)  (5,633)
                
                     
Net deferred tax assets/(liabilities)
 Rs.(4,856) Rs.1,379  Rs.(5) Rs.71  Rs.(3,411)
                
[Continued from above table, first column(s) repeated]
                 
          Acquired in    
          business com-  As at 
      Recognized in  binations/asset  March 31, 
  Movement (1)  equity  acquisitions  2010 
Deferred tax assets
                
Inventories Rs.122  Rs.  Rs.  Rs.602 
Minimum alternate tax            
Trade receivables  58         233 
Operating loss carry-forward(2)
  (176)        950 
Other current liabilities  (101)        100 
Others  (71)  125      294 
             
Total deferred tax assets
  (168)  125     Rs.2,179 
             
Deferred tax liabilities
                
Property, plant and equipment Rs.380        Rs.(589)
Other intangible assets  1,973         (2,464)
Others  (84)  (253)     (564)
             
Total deferred tax liabilities
  2,269   (253)    Rs.(3,617)
             
                 
Net deferred tax assets/(liabilities)
 Rs.2,101  Rs.(128) Rs.  Rs.(1,438)
             
(1)Movement during the years ended March 31, 2010 and 2009 includes the amounts of Rs.150 and Rs.180, respectively, which represent exchange differences arising due to foreign currency translations.
(2)Movement during the year ended March 31, 2010 also includes the adjustment of Rs.268, relating to the legal reorganization to amalgamate its wholly-owned subsidiary, Perlecan Pharma Private Limited, into the Company as explained above in Note 6 of these consolidated financial statements.

2032.

F-57


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

28. Income Taxes (continued)

f. Movement in temporary differences during the years ended March 31, 2012 and 2011.

   As at April  1,
2010
  Movement  Recognized
in equity
  Acquired in
business
combination
  As at March
31, 2011
 

Deferred tax assets:

      

Inventory

  LOGO  602   LOGO  217    —      —     LOGO  819  

Minimum alternate tax

   —      862    —      —      862  

Trade receivables

   233    (59  —      —      174  

Operating tax loss carry-forward

   950    283    —      —      1,233  

Other current liabilities

   100    37    —      —      137  

Others

   294    (8  —      —      286  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total deferred tax assets

  LOGO  2,179   LOGO  1,332    —      —     LOGO  3,511  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax liabilities

      

Property, plant and equipment

  LOGO  (589 LOGO  (111  —      —     LOGO  (700

Intangible assets

   (2,464  46    —     LOGO  (45  (2,463

Others

   (564  198   LOGO  (69  —      (435
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total deferred tax liabilities

  LOGO  (3,617 LOGO  133   LOGO  (69 LOGO   (45 LOGO   (3,598
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net deferred tax assets/(liabilities)

  LOGO  (1,438 LOGO   1,465   LOGO  (69 LOGO  (45 LOGO  (87
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

[Continued from above table, first column(s) repeated]

   As at March 31,
2011
  Movement  Recognized
in equity
  Acquired in
business
combination
   As at March 31,
2012
 

Deferred tax assets:

       

Inventory

  LOGO  819   LOGO  311    —      —      LOGO  1,130  

Minimum alternate tax

   862    (862  —      —       —    

Trade receivables

   174    176    —      —       350  

Operating tax loss carry-forward

   1,233    (81  —      —       1,152  

Other current liabilities

   137    (4 LOGO  757    —       890  

Others

   286    (44  27    —       269  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Total deferred tax assets

  LOGO  3,511   LOGO  (504 LOGO  784    —      LOGO  3,791  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Deferred tax liabilities

       

Property, plant and equipment

  LOGO  (700 LOGO  6    —      —      LOGO  (694

Intangible assets

   (2,463  398    —      —       (2,065

Others

   (435  239   LOGO  (3  —       (199
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Total deferred tax liabilities

  LOGO  (3,598 LOGO  643   LOGO  (3  —      LOGO  (2,958
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net deferred tax assets/(liabilities)

  LOGO  (87 LOGO  139   LOGO  781    —      LOGO  833  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

(1)

Movement during the year ended March 31, 2012 and 2011 includes the amounts ofLOGO (11) andLOGO (58), respectively, which represent exchange differences arising due to foreign currency translations.

As per Indian tax laws, companies are liable for a Minimum Alternative Tax (“MAT” tax) when current tax computed under provisions of the Income Tax Act, 1961 (“Tax Act”) is determined to be below the MAT tax computed under section 115JB of the Tax Act. The excess of MAT tax over current tax is eligible to be carried forward and set-off in the future against the current tax liabilities over a period of 10 years.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

28. Income Taxes (continued)

During the year ended March 31, 2011, the Company paid a MAT tax, as the current tax was lower than the MAT tax.Accordingly, the Company was carrying the excess tax paid ofLOGO 862 as a MAT credit in its books. During the year ended March 31, 2012, the entire MAT credit ofLOGO 862 was utilized, since current tax computed under the Indian tax provisions was higher than the MAT tax.

As explained in Note 6 of these consolidated financial statements, during the year ended March 31, 2011 the Company consummated a business combination involving certain assets of Glaxosmithkline LLC and Glaxo Group Limited. As part of the purchase price allocation, the Company recognized a deferred tax liability arising on account of acquired intangible assets amounting toLOGO 45.

29. Operating leases

The Company leases offices, residential facilities and vehicles under operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. Some of these leases include rent escalation clauses. Rental expense under these leases was Rs.519, Rs.383LOGO 523,LOGO 419 and Rs.264LOGO 519 for the years ended March 31, 2012, 2011 and 2010, 2009 and 2008, respectively.

The schedule of future minimum rental payments in respect of non-cancellable operating leases is set out below:

             
  As of March 31, 
  2010  2009  2008 
Less than one year Rs.162  Rs.173  Rs.162 
Between one and five years  318   345   366 
More than five years         
          
  Rs.480  Rs.518  Rs.528 
          

   As of March 31, 
   2012   2011   2010 

Less than one year

  LOGO  236    LOGO  216    LOGO  162  

Between one and five years

   403     415     318  

More than five years

   —       —       —    
  

 

 

   

 

 

   

 

 

 
  LOGO  639    LOGO  631    LOGO  480  
  

 

 

   

 

 

   

 

 

 

Deferred rental obligations under these leases were Rs.55, Rs.17LOGO 0,LOGO 7 and Rs.12LOGO 55 as at March 31, 2012, 2011 and 2010, 2009respectively.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and 2008, respectively.

per share data and where otherwise stated)

30. Related parties

The Company has entered into transactions with the following related parties:

Green Park Hotel and Resorts Limited (formerly known as Diana Hotels Limited) for hotel services;

Diana Hotels Limited for availing hotel services;
A.R. Life Sciences Private Limited for availing processing services of raw materials and intermediates;
Dr. Reddy’s Holdings Limited for the purchase and sale of active pharmaceutical ingredients;
Dr. Reddy’s Foundation for Human and Social Development towards contributions for social development;
Institute of Life Science towards contributions for social development;
K.K Enterprises for availing packaging services for formulation products;
SR Enterprises for transportation services; and
Dr. Reddy’s Laboratories Gratuity Fund.

A.R. Life Sciences Private Limited for availing processing services of raw materials and intermediates;

Dr. Reddy’s Foundation for Human and Social Development towards contributions for social development;

Institute of Life Science towards contributions for social development;

K.K. Enterprises for availing packaging services for formulation products;

Ecologics Technologies Limited for providing analytical services;

SR Enterprises for transportation services; and

Dr. Reddy’s Laboratories Gratuity Fund.

These are enterprises over which key management personnel have control or significant influence (“significant interest entities”). “Key management personnel” consists of the Company’s Directors and Management council members. Additionally, the Company has also provided and taken loans and advances from significant interest entities.

The Company has also entered into transactions with its former equity accounted investee, Perlecan Pharma (now merged into the parent company), and its joint venture Reddy Kunshan. These transactions are in the nature of reimbursement of research and development expenses incurred by the Company on behalf of Perlecan Pharma, revenue from research services performed by the Company for Perlecan Pharma and purchase of active pharmaceutical ingredients by the Company from Reddy Kunshan.

The Company has also entered into cancellable operating lease transactions with key management personnel and their relatives.

The Company contributes to the Dr. Reddy’s Laboratories Gratuity Fund (the “Gratuity Fund”), which maintains the plan assets of the Company’s Gratuity Plan for the benefit of its employees. See Note 19 for information on transactions between the Company and the Gratuity Fund.

F-58


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
30. Related parties (Continued)
The following is a summary of significant related party transactions:
             
  Year Ended March 31, 
  2010  2009  2008 
Purchases from significant interest entities Rs.275  Rs.290  Rs.219 
Sales to significant interest entities  156   135   88 
Services to significant interest entities  4       
Contribution to a significant interest entity towards social development and research and development  151   124   114 
Hotel expenses paid to significant interest entities  13   13   13 
Advances paid to significant interest entities for purchase of land  367   400   680 
Short term loan taken and repaid to significant interest entities     60    
Interest paid on loan taken from significant interest entities     2    
Revenue from equity accounted investees        40 
Reimbursement of research and development expenses from equity accounted investees        90 
Lease rental paid to key management personnel and their relatives  27   26   25 

   Year Ended March 31, 
   2012   2011   2010 

Purchases from significant interest entities

  LOGO  1,020    LOGO  486    LOGO  275  

Sales to significant interest entities

   640     391     156  

Services to significant interest entities

   1     —       4  

Contribution to a significant interest entity towards social development and research and development

   127     125     151  

Hotel expenses paid to significant interest entities

   19     20     13  

Advances paid to significant interest entities for purchase of land

   —       —       367  

Lease rental paid to key management personnel and their relatives

   31     29     27  

The above table does not include the following transactions between key management personnel and the Company:

During the year ended March 31, 2010, the Company exchanged a parcel of land owned by it for another parcel of land of equivalent size that adjoins its research facility, owned by the Company’s key management personnel. The Company concluded that this exchange transaction lacks commercial substance and has accordingly recorded the land acquired at the carrying amount of the land transferred, with no profit or loss being recorded.

During the year ended March 31, 2010, the Company purchased land from a significant interest entity for a purchase price of Rs.21.

During the year ended March 31, 2010, the Company purchased land from a significant interest entity for a purchase price ofLOGO 21.

The following table describes the components of compensation paid to key management personnel:

             
  Year Ended March 31, 
  2010  2009  2008 
Salaries and other benefits Rs.228  Rs.260  Rs.225 
Contributions to defined contribution plans  7   8   8 
Commission to directors  240   174   169 
Share-based payments  36   18   62 
          
Total
 Rs.511  Rs.460  Rs.464 
          

   Year Ended March 31, 
   2012   2011   2010 

Salaries and other benefits

  LOGO  197    LOGO  161    LOGO  228  

Contributions to defined contribution plans

   12     10     7  

Commission to directors

   299     267     240  

Share-based payments

   57     56     36  
  

 

 

   

 

 

   

 

 

 

Total

  LOGO  565    LOGO  494    LOGO  511  
  

 

 

   

 

 

   

 

 

 

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

30. Related parties (continued)

Some of the key management personnel of the Company are also covered under the Company’s Gratuity Plan along with the other employees of the Company. Proportionate amounts of gratuity accrued under the Company’s Gratuity Plan have not been separately computed or included in the above disclosure.

The Company has the following amounts due from related parties:

         
  As at March 31, 
  2010  2009 
Significant interest entities  44   43 
Key management personnel  5   5 
The above table as

   As at March 31, 
   2012   2011 

Significant interest entities(1)

  LOGO  214    LOGO  114  

Key management personnel

   5     5  

(1)

Primarily consists of trade receivables for sales of the Company’s products to significant interest entities in the ordinary course of business.

As at March 31, 2010, and 2009 does not include amount of Rs.1,447 and Rs.1,080, respectively, paid as an advance towardsthe Company had advancedLOGO 1,447 for the purchase of land from a significant interest entity, which was disclosed as part of capital work-in-progress and included in the property, plant and equipment in the Company’s audited consolidated financial statements for the year ended March 31, 2010. The acquisition of such land was expected to be consummated through the acquisition of shares of a special purpose entity that was formed through a court approved scheme of arrangement during the year ended March 31, 2010.

During the year ended March 31, 2011, the Company completed the acquisition of this special purpose entity and has therefore obtained control over the land. Consequently, an amount ofLOGO 1,447 has been disclosed under capital work-in-progress in the statementsclassified out of financial position.

“capital work-in-progress” and included as cost of land acquired as at March 31, 2011.

The Company has the following amounts due to related parties:

         
  As at March 31, 
  2010  2009 
Significant interest entities Rs.20  Rs.68 

 

   As at March 31, 
   2012   2011 

Significant interest entities

  LOGO  95    LOGO  81  

Key management personnel

   0     1  

F-59


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
31. Financial instruments

Financial instruments by category

The carrying value and fair value of financial instruments by each category as at March 31, 20102012 were as follows:

                         
              Trade and       
      Loans and  Available  other  Total carrying  Total fair 
  Note  receivables  for sale  payables  value  value 
Assets:
                        
Cash and cash equivalents  15  Rs.6,584  Rs.  Rs.  Rs.6,584  Rs.6,584 
Other investments  11      3,600      3,600   3,600 
Trade receivables  13   11,960         11,960   11,960 
Derivative financial instruments      573         573   573 
Other assets  14   2,869         2,869   2,869 
                    
Total
     Rs.21,986  Rs.3,600  Rs.  Rs.25,586  Rs.25,586 
                    
Liabilities:
                        
Trade payables  23         9,322   9,322   9,322 
Derivative financial instruments                   
Long-term loans and borrowings  18         9,091   9,091   9,091 
Bank overdraft, short-term loans and borrowings            5,604   5,604   5,604 
Other liabilities and provisions  22&24         8,379   8,379   8,379 
                    
Total
     Rs.  Rs.  Rs.32,396  Rs.32,396  Rs.32,396 
                    

   Note   Loans and
receivables
   Available
for sale
   Trade
and other
payables
   Derivate
financial
instruments
   Total
carrying
value
   Total fair value 

Assets:

              

Cash and cash equivalents

   15    LOGO  7,379    LOGO  —      LOGO  —      LOGO  —      LOGO  7,379    LOGO  7,379  

Other investments

   11     8,668     2,105     —       —       10,773     10,773  

Trade receivables

   13     25,339     —       —       —       25,339     25,339  

Derivative financial asset

     —       —       —       7     7     7  

Other assets

   14     2,285     —       —       —       2,285     2,285  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     43,671     2,105     —       7     45,783     45,783  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

              

Trade payables

   23     —       —       9,502     —       9,502     9,502  

Derivative financial liability

     —       —       —       1,830     1,830     1,830  

Long-term loans and borrowings

   18     —       —       16,366     —       16,366     16,132  

Bank overdraft, short-termloans and borrowings

   15 & 18     —       —       15,844     —       15,844     15,844  

Other liabilities and provisions

   22 & 24     —       —       14,622     —       14,622     14,622  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    LOGO  —      LOGO  —      LOGO  56,334    LOGO  1,830    LOGO  58,164    LOGO  57,930  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

31. Financial instruments (continued)

The carrying value and fair value of financial instruments by each category as at March 31, 20092011 were as follows:

                         
              Trade and  Total    
      Loans and  Available for  other  carrying  Total fair 
  Note  receivables  sale  payables  value  value 
Assets:
                        
Cash and cash equivalents  15  Rs.5,596  Rs.  Rs.  Rs.5,596  Rs.5,596 
Other investments  11      530      530   530 
Trade receivables  13   14,592         14,592   14,592 
Derivative financial instruments                   
Other assets  14   2,627         2,627   2,627 
                    
Total
     Rs.22,815  Rs.530  Rs.  Rs.23,345  Rs.23,345 
                    
Liabilities:
                        
Trade payables  23         5,987   5,987   5,987 
Derivative financial instruments            332   332   332 
Long-term loans and borrowings  18         13,633   13,633   13,633 
Bank overdraft, short-term loans and borrowings            6,068   6,068   6,068 
Other liabilities and provisions  22&24         9,363   9,363   9,363 
                    
Total
     Rs.  Rs.  Rs.35,383  Rs.35,383  Rs.35,383 
                    

 

               Trade   Derivate   Total     
       Loans and   Available   and other   financial   carrying     
   Note   receivables   for sale   payables   instruments   value   Total fair value 

Assets:

              

Cash and cash equivalents

   15    LOGO  5,729    LOGO  —      LOGO  —      LOGO  —      LOGO  5,729    LOGO  5,729  

Other investments

   11     —       33     —       —       33     33  

Trade receivables

   13     17,615     —       —       —       17,615     17,615  

Derivative financial asset

     —       —       —       784     784     784  

Other assets

   14     1,820     —       —       —       1,820     1,820  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     25,164     33     —       784     25,981     25,981  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

              

Trade payables

   23     —       —       8,480     —       8,480     8,480  

Derivative financial liability

     —       —       —       —       —       —    

Long-term loans and borrowings

   18     —       —       5,283     —       5,283     5,283  

Bank overdraft, short-term loans and borrowings

     —       —       18,289     —       18,289     18,289  

Other liabilities and provisions

   22 & 24     —       —       12,315     —       12,315     12,315  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    LOGO  —      LOGO  —      LOGO  44,367    LOGO  —      LOGO  44,367    LOGO  44,367  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

F-60


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
31. Financial instruments (continued)
Fair value hierarchy

Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2— Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3— Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of March 31, 2012:

Particulars

  Level 1   Level 2  Level 3   Total 

Available for sale — Financial asset—Investments in units of mutual funds

  LOGO  2,080    LOGO  —     LOGO  —      LOGO  2,080  

Available for sale — Financial asset—Investment in equity securities

   25     —      —       25  

Derivative financial instruments—gain/(loss) on outstanding foreign exchange forward and option contracts

   —       (1,823  —       (1,823

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of March 31, 2010:

                 
Particulars Level 1  Level 2  Level 3  Total 
Available for sale — Financial asset - Investments in units of mutual funds Rs.3,276  Rs.  Rs.  Rs.3,276 
Available for sale — Financial asset - -Investment in equity securities  25         25 
Available for sale — Financial asset - -Investment in certificate of deposits     299      299 
Derivative financial instruments- gains on outstanding foreign exchange forward and option contracts     573      573 
2011:

Particulars

  Level 1   Level 2   Level 3   Total 

Available for sale — Financial asset—Investments in units of mutual funds

  LOGO  —      LOGO  —      LOGO  —      LOGO  —    

Available for sale — Financial asset—Investment in equity securities

   33     —       —       33  

Derivative financial instruments—gain/(loss) on outstanding foreign exchange forward and option contracts

   —       784     —       784  

Derivative financial instruments

The Company is exposed to exchange rate risk that arises from its foreign exchange revenues and expenses, primarily in U.S. dollars, U.K. pounds sterling, Russian roubles and Euros, and foreign currency debt in U.S. dollars, Russian roubles and Euros. The Company uses derivative financial instruments such as foreign exchange forward contracts and option contracts (derivatives) to mitigate theits risk of changes in foreign currency exchange rates on trade receivablesrates.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and forecasted cash flows denominated in certain foreign currencies. per share data and where otherwise stated)

31. Financial instruments (continued)

The counterparty for these contracts is generally a bank or a financial institution. The Company had a net liability ofLOGO 1,823 as of March 31, 2012 as compared to a net asset ofLOGO 784 as of March 31, 2011 towards these derivative financial instruments.

Hedges of highly probable forecasted transactions

The Company classifies its option and forward contracts that hedge foreign exchange risk associated with its highly probable forecasted transactions as cash flow hedges and measures them at fair value. The effective portion of such cash flow hedges is recorded as a component of equity within the Company’s “hedging reserve”, and re-classified in the income statement as revenue in the period corresponding to the occurrence of the forecasted transactions. The ineffective portion of such cash flow hedges is immediately recorded in the income statement as a finance cost.

The Company also designates certain non-derivative financial liabilities, such as foreign currency borrowings from banks, as hedging instruments for the hedge of foreign exchange risk associated with highly probable forecasted transactions and, accordingly, applies cash flow hedge accounting for such relationships. Re-measurement gain/loss on such non-derivative financial liabilities is recorded as a component of equity within the Company’s “hedging reserve”, and re-classified in the income statement as revenue in the period corresponding to the occurrence of the forecasted transactions.

In respect of the aforesaid hedges of highly probable forecasted transactions, the Company recorded, as a component of equity, a net loss ofLOGO 2,496, a net gain ofLOGO 37 and a net gain ofLOGO 745 as a component of equity for the years ended March 31, 2012, 2011 and 2010, respectively. The Company also recorded a net loss ofLOGO 1,220, a net gain ofLOGO 497 andLOGO 75 as part of revenue during the years ended March 31, 2012, 2011 and 2010, respectively.

The net carrying amount of the Company’s “hedging reserve” as a component of equity before adjusting for tax impact was a loss ofLOGO 1,950 as at March 31, 2012, as compared to a gain ofLOGO 546 as at March 31, 2011.

Hedges of recognized assets and liabilities

Changes in the fair value of forward contracts and option contracts that economically hedge monetary assets and liabilities in foreign currencies, and for which no hedge accounting is applied, are recognized in the income statement. The changes in fair value of the forward contracts and option contracts, as well as the foreign exchange gains and losses relating to the monetary items, are recognized as part of “net finance costs”.

In respect of the aforesaid foreign exchange derivative contracts and the ineffective portion of the derivative contracts designated as cash flow hedges, the Company has recorded, as part of finance costs, a net gain ofLOGO 404,LOGO 359, andLOGO 1,056, for the years ended March 31, 2012, 2011, and 2010 respectively.

Hedges of firm commitments

The Company has, during the year ended March 31, 2012, commenced the use of forward contracts and option contracts to hedge its exposure to changes in the fair value of firm commitment contracts on account of foreign exchange differences, and measures them at fair value. Any amount representing changes in the fair value of such forward contracts and option contracts is recorded in the income statement. The corresponding gain/loss representing the changes in the fair value of the hedged item attributable to hedged risk is also recognized in the income statement.

In respect of the aforesaid foreign exchange derivative contracts designated as hedges of firm commitment, the Company has recorded, as part of finance costs, a net loss ofLOGO 0. As at March 31, 2012, there were no outstanding derivative contracts taken by the Company to hedge its exposure to changes in the fair value of firm commitment contracts on account of foreign exchange differences.

The following table gives details in respect of the notional amount of outstanding foreign exchange forward and option contracts:

         
  As of March 31, 
  2010  2009 
Forward contracts
        
In U.S. Dollars (Sell)  7,453   3,398 
In U.S. Dollars (Buy)     152 
In Euro (Sell)*     540 
In GBP (Sell)*     580 
Option contracts
        
In U.S. Dollars  18,589   6,086 
*Represents currency exchange contracts for U.S. Dollars.
The Company recognized a net foreign exchange gain on derivative financial instruments of Rs.1,056, for the year ended March 31, 2010 and a net foreign exchange loss of Rs.714 and Rs.1,446 during the years ended March 31, 2009 and 2008, respectively. These amounts are included in finance expense/(income).
In respect of foreign currency derivative contracts designated as cash flow hedges, the Company has recorded a net gain of Rs.745, a net loss of Rs.227 and Rs.10, as a component of equity as at March 31, 2010, 2009 and 2008, respectively and a net gain of Rs.75 and a net loss of Rs.1,455 and Rs.zero as part of revenue during the year ended March 31, 2010, 2009 and 2008, respectively.

 

   As of March 31, 
   2012   2011 

Forward contracts

    

In U.S. dollars (sell)

  LOGO  24,931    LOGO  10,346  

In U.S. dollars (buy)

   —       201  

In Euro (sell)

   679     317  

Option contracts

    

In U.S. dollars (sell)

  LOGO  19,027    LOGO  15,385  

F-61


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

31. Financial instruments(continued)

The forward exchange contracts and option contracts mature between one to twelveeighteen months. The table below summarizes the notional amounts of derivative financial instruments into relevant maturity groupings based on the remaining period as at the statements of financial position date:

         
  As of March 31, 
  2010  2009 
Sell:
        
Not later than one month Rs.8,980  Rs.3,351 
Later than one month and not later than three months  3,053   2,688 
Later than three months and not later than six months  4,580   1,522 
Later than six month and not later than one year  9,429   3,043 
       
Total
 Rs.26,042  Rs.10,604 
       
Buy:
        
Not later than one month     152 
Later than one month and not later than three months      
Later than three months and not later than six months      
Later than six month and not later than one year      
       
Total
 Rs.  Rs.152 
       

 

   As of March 31, 
   2012   2011 

Sell:

  

Not later than one month

  LOGO  11,413    LOGO  6,382  

Later than one month and not later than three months

   10,518     7,180  

Later than three months and not later than six months

   6,782     3,790  

Later than six month and not later than one year

   12,871     8,696  

Later than one year

   3,053     —    
  

 

 

   

 

 

 

Total

  LOGO  44,637    LOGO  26,048  
  

 

 

   

 

 

 

Buy:

    

Not later than one month

   —       201  

Later than one month and not later than three months

   —       —    

Later than three months and not later than six months

   —       —    

Later than six month and not later than one year

   —       —    
  

 

 

   

 

 

 

Total

  LOGO  —      LOGO  201  
  

 

 

   

 

 

 

F-62


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
32. Financial risk management

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company’s risk assessment and management policies and processes.

a. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

Financial assets that are neither past due nor impaired

None of the Company’s cash equivalents, including timeterm deposits (i.e., certificates of deposit) with banks, arewere past due or impaired.impaired as at March 31, 2012. Of the total trade receivables, Rs.9,014LOGO 19,996 as at March 31, 20102012 and Rs.11,605LOGO 13,992 as at March 31, 2009 consists2011 consisted of customerscustomer balances whichthat were neither past due nor impaired.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

32. Financial risk management (continued)

Financial assets that are past due but not impaired

The Company’s credit period for customers generally ranges from 20 — 20—180 days. The age analysis of the trade receivables has been considered from the date of the invoice. The aging of trade receivables that are past due, net of allowance for doubtful receivables, is given below:

         
  As of March 31, 
Period (in days) 2010  2009 
1 – 90 Rs.2,604  Rs.2,373 
90 – 180  224   385 
More than 180  118   229 
       
Total Rs.2,946  Rs.2,987 
       

   As of March 31, 

Period (in days)

  2012   2011 

1 – 90

  LOGO  4,820    LOGO  3,218  

90 – 180

   317     275  

More than 180

   206     130  
  

 

 

   

 

 

 

Total

  LOGO  5,343    LOGO  3,623  
  

 

 

   

 

 

 

See Note 13 for the activity in the allowance for impairment of trade account receivables.

Other than trade receivables, the Company has no class of financial assets that is past due but not impaired.

b. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation.

As of March 31, 20102012 and 2009,2011, the Company had unutilized credit limits from banks of Rs.7,850LOGO 14,290 and Rs.7,970,LOGO 13,089, respectively.

As of March 31, 2010,2012, the Company had working capital of Rs.13,041LOGO 26,492 including cash and cash equivalents of Rs.6,584LOGO 7,379, investments in term deposits (i.e., bank certificates of deposit) ofLOGO 8,668 and investments in available-for-sale financial assets of Rs.3,600.LOGO 2,105. As of March 31, 2009,2011, the Company had working capital of Rs.12,457,LOGO 6,578, including cash and cash equivalents of Rs.5,596LOGO 5,729 and investment in available-for-sale financial assets of Rs.530.

LOGO 33.

F-63


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
32.
Financial risk management (continued)
The table below provides details regarding the contractual maturities of significant financial liabilities (other than long term loans, borrowings and obligations under finance leases which have been disclosed in Note 18) as at March 31, 2010:
                         
Particulars 2011  2012  2013  2014  Thereafter  Total 
Trade payables Rs.9,322  Rs.  Rs.  Rs.  Rs.  Rs.9,322 
Derivative financial instruments                  
Bank overdraft, short-term loans and borrowings  5,604               5,604 
Other liabilities and provisions  8,220            159   8,379 
2012:

Particulars

  2013   2014   2015   2016   Thereafter   Total 

Trade payables

  LOGO  9,502     —       —       —       —      LOGO  9,502  

Bank overdraft, short-term loans and borrowings

   15,844     —       —       —       —       15,844  

Other liabilities and provisions

   14,112     30     26     25     671     14,864  

The table below provides details regarding the contractual maturities of significant financial liabilities (other than long term loans, borrowings and obligations under finance leases which have been disclosed in Note 18) as at March 31, 2009:

                         
Particulars 2010  2011  2012  2013  Thereafter  Total 
Trade payables Rs.5,987  Rs.  Rs.  Rs.  Rs.  Rs.5,987 
Derivative financial instruments  332               332 
Bank overdraft, short-term loans and borrowings  6,068               6,068 
Other liabilities and provisions  9,291   9         63   9,363 
2011:

Particulars

  2012   2013   2014   2015   Thereafter   Total 

Trade payables

  LOGO  8,480     —       —       —       —      LOGO  8,480  

Bank overdraft, short-term loans and borrowings

   18,289     —       —       —       —       18,289  

Other liabilities and provisions

   12,117     —       —       —       293     12,410  

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

32. Financial risk management (continued)

c. Market risk

Market risk is the risk of loss of future earnings or fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk-sensitive instruments. Market risk is attributable to all market risk-sensitiverisk- sensitive financial instruments including foreign currency receivables and payables and short term/or long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company’s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Foreign exchange risk

The Company’s foreign exchange risk arises from its foreign operations, foreign currency revenues and expenses, (primarily in U.S. dollars, BritishU.K. pound sterling and euros)Euros) and foreign currency borrowings (in U.S. dollars, Russian roubles and euros)Euros). A significant portion of the Company’s revenues are in these foreign currencies, while a significant portion of its costs are in Indian rupees. As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Company’s revenues measured in Indian rupees may decrease. The exchange rate between the Indian rupee and these foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future. Consequently, the Company uses both derivative and non-derivative financial instruments, such as foreign exchange forward and option contracts and foreign currency financial liabilities, to mitigate the risk of changes in foreign currency exchange rates in respect of its highly probable forecasted cash flowstransactions, firm commitments and trade receivables.

recognized assets and liabilities.

The details in respect of the outstanding foreign exchange forward and option contracts are given in Note 31 above.

In respect of the Company’s forward and option contracts, a 10% decrease/increase in the respective exchange rates of each of the currencies underlying such contracts would have resulted in an approximately Rs.1,888 increase/decrease in the Company’s hedging reserve and an approximately Rs.746 increase/decrease in the Company’s net profit as at March 31, 2010.

in:

an approximatelyLOGO 2,611 increase/decrease in the Company’s hedging reserve and an approximatelyLOGO 1,310 increase/decrease in the Company’s net profit as at March 31, 2012;

an approximatelyLOGO 1,592 increase/decrease in the Company’s hedging reserve and an approximatelyLOGO 1,057 increase/decrease in the Company’s net profit as at March 31, 2011; and

an approximatelyLOGO 1,888 increase/decrease in the Company’s hedging reserve and an approximatelyLOGO 746 increase/decrease in the Company’s net profit as at March 31, 2010.

In respect of the Company’s forward and option contracts,foreign currency borrowings designated in a cash flow hedge relationship, a 10% decrease/increase in the respective exchange rates of each of the currencies underlying such contractsborrowings would have resulted in an approximately Rs.617LOGO 1,163 increase/decrease in the Company’s hedging reserve and an approximately Rs.448 increase/decrease in the Company’s net profit as at March 31, 2009.

In respect of the Company’s forward and option contracts, a 10% decrease/increase in the respective exchange rates of each of the currencies underlying such contracts would have resulted in an approximately Rs.1 increase/decrease in the Company’s hedging reserve and an approximately Rs.248 increase/decrease in the Company’s net profit as at March 31, 2008.

2012.

F-64


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
32. Financial risk management (continued)
c. Market risk (continued)
The following table analyzes foreign currency risk from financial instruments as at March 31, 2010:
                 
  U.S. Dollars  Euro  Others(1)  Total 
Assets:
                
Cash and cash equivalents Rs.515  Rs.  Rs.1,232  Rs.1,747 
Trade receivables  4,591   667   3,662   8,920 
Other assets  154   3   175   332 
             
Total
 Rs.5,260  Rs.670  Rs.5,069  Rs.10,999 
             
Liabilities:
                
Trade payables Rs.996  Rs.76  Rs.166  Rs.1,238 
Long-term loans and borrowings  354         354 
Bank overdraft, short-term loans and borrowings  4,580         4,580 
Other liabilities and provisions  1,634      707   2,341 
             
Total
 Rs.7,564  Rs.76  Rs.873  Rs.8,513 
             
2012:

   U.S. dollars   Euro   Russian
roubles
   Others (1)   Total 

Assets:

          

Cash and cash equivalents

  LOGO  2,241    LOGO  93    LOGO  255    LOGO  555    LOGO  3,144  

Other investments

   1,526     —       —       81     1,607  

Trade receivables

   11,160     1,668     5,139     1,595     19,562  

Other assets

   1,032     68     80     171     1,351  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  LOGO  15,959    LOGO  1,829    LOGO  5,474    LOGO  2,402    LOGO  25,664  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

          

Trade payables

  LOGO  2,194    LOGO  126    LOGO  94    LOGO  290    LOGO  2,704  

Long-term loans and borrowings

   11,248     —       8     —       11,256  

Short-term loans and borrowings

   9,488     1,323     1,936     34     12,781  

Other liabilities and provisions

   3,004     248     1,001     741     4,994  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  LOGO  25,934    LOGO  1,697    LOGO  3,039    LOGO  1,065    LOGO  31,735  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Others include currencies such as Russian roubles, BritishU.K. pound sterling, New Zealand dollars,Swiss franc, Venezuela bolivar, etc.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

32. Financial risk management (continued)

c. Market risk (continued)

The following table analyzes foreign currency risk from financial instruments as at March 31, 2009:

                 
  U.S. Dollars  Euro  Others(1)  Total 
Assets:
                
Cash and cash equivalents Rs.870  Rs.17  Rs.372  Rs.1,259 
Trade receivables  8,578   857   2,921   12,356 
Other assets  212   4   102   318 
             
Total
 Rs.9,660  Rs.878  Rs.3,395  Rs.13,933 
             
Liabilities:
                
Trade payables Rs.1,087  Rs.97  Rs.486  Rs.1,670 
Long-term loans and borrowings  560         560 
Bank overdraft, short-term loans and borrowings  1,775         1,775 
Other liabilities and provisions  1,914      386   2,300 
             
Total
 Rs.5,336  Rs.97  Rs.872  Rs.6,305 
             
2011:

   U.S. dollars   Euro   Russian
roubles
   Others (1)   Total 

Assets:

          

Cash and cash equivalents

  LOGO  3,002    LOGO  49    LOGO  451    LOGO  526    LOGO  4,028  

Other investments

   —       —       —       —       —    

Trade receivables

   8,136     977     3,022     1,388     13,523  

Other assets

   68     3     26     174     271  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  LOGO  11,206    LOGO  1,029    LOGO  3,499    LOGO  2,088    LOGO  17,822  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

          

Trade payables

  LOGO  303    LOGO  2    LOGO  3    LOGO  272    LOGO  580  

Long-term loans and borrowings

   7     —       —       —       7  

Short-term loans and borrowings

   12,613     2,378     2,271     —       17,262  

Other liabilities and provisions

   1,031     2     633     662     2,328  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  LOGO  13,954    LOGO  2,382    LOGO  2,907    LOGO  934    LOGO  20,177  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Others include currencies such as Russian roubles, British poundsU.K. pound sterling, New Zealand dollars,Swiss franc, Venezuela bolivar, etc.

For the yearyears ended March 31, 2010, 20092012, 2011 and 2008,2010, every 10% depreciation/appreciation in the exchange rate between the Indian rupee and the respective currencies underlying forward and option contractsfor the above mentioned financial assets/liabilities would affect the Company’s net loss/profit by approximately Rs.248, Rs.763LOGO 587,LOGO 234 and Rs.43,LOGO 248, respectively.

F-65


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
32. Financial risk management (continued)
Interest rate risk

As of March 31, 2010,2012 and March 31, 2011, the Company had foreign currency loans ofLOGO 23,334 carrying a loan of Euros 141 at anfloating interest rate of EuriborLIBOR plus 70 basis points100-150 bps and another loan of U.S.$8 at anLOGO 5,758 carrying a floating interest rate of LiborLIBOR plus 70 basis points.52-80 bps, respectively. These loans expose the Company to risk of changes in interest rates. The Company’s treasury department monitors the interest rate movement and manages the interest rate risk based on its policies, which include entering into interest rate swaps as considered necessary. As of March 31, 2010,2012, the Company had not entered into any interest rate swaps to hedge its interest rate risk.

For details of the Company’s short-term and long term loans and borrowings, including interest rate profiles, refer to Note 18 above.

For the years ended March 31, 2012, 2011 and 2010, every 10% increase or decrease in the floating interest rate component (i.e. LIBOR) applicable to its loans and borrowings would affect the Company’s net loss/profit by approximatelyLOGO 11,LOGO 16 andLOGO 11, respectively.

The Company’s investments in timeterm deposits (i.e., certificates of deposit) with banks and short-term liquid mutual funds are for short durations, and therefore do not expose the Company to significant interest rates risk.

For the years ended March 31, 2010, 2009 and 2008, every 10 basis points increase or decrease in the interest rate applicable to its loans, borrowings and investments would affect the Company’s net loss/profit by approximately Rs.11 and Rs.14 and Rs.15, respectively.

Commodity rate risk

Exposure to market risk with respect to commodity prices primarily arises from the Company’s purchases and sales of active pharmaceutical ingredients, including the raw material components for such active pharmaceutical ingredients. These are commodity products, whose prices may fluctuate significantly over short periods of time. The prices of the Company’s raw materials generally fluctuate in line with commodity cycles, although the prices of raw materials used in the Company’s active pharmaceutical ingredients business are generally more volatile. Cost of raw materials forms the largest portion of the Company’s operating expenses. Commodity price risk exposure is evaluated and managed through operating procedures and sourcing policies. The Company has historically not entered into any derivative financial instruments or futures contracts to hedge exposure to fluctuations

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in commodity prices.

millions, except share and per share data and where otherwise stated)

33. Acquisition of non-controlling interests

interest

Aurigene Discovery TechnologiesDr. Reddy’s Laboratories (Proprietary) Limited

As mentioned in Note 20, during

During the year ended March 31, 2010, 1,899,943 stock options granted under2011, the Aurigene ESOP Plan to eligible employees were exercised. Accordingly, an equal number of equity shares of Aurigene Discovery Technologies Limited were issued, consequently giving rise to aCompany acquired the non-controlling interest (“NCI”)of 40% in the existingDr. Reddy’s Laboratories (Proprietary) Limited from Calshelf Investments 214 (Proprietary) Limited, as a result of which it became a wholly-owned subsidiary of the parent company. Immediately followingCompany. The total purchase consideration wasLOGO 525 (or, in South African Rand, ZAR 81).

Acquisition of the issuance of such shares, the parent company acquired this resultant NCI from the holders at an agreed price of Rs.46 per share. The Companynon-controlling interest has been recorded the acquisition of such NCI as a treasury transaction with equity holdersas part of the Consolidated Statement of Changes in their capacity as equity holders,Equity, as it represents a changechanges in the ownership interest inwithout the subsidiary without a change in the controlling interest over the subsidiaryloss of control by the parent company. Accordingly, theCompany. The difference between the carrying amountvalue of such NCI on the date of acquisitionnon-controlling interest and the consideration paid by the parent company has been recordedCompany is recognized as a reduction from retained earnings and attributed to the accumulated retained earnings, attributable to the equity holdersshareholders of the Company.

Dr. Reddy’s Laboratories (Australia) Pty. Ltd.Limited

During the year ended March 31, 2010, the Company entered into an agreement with Biogenerics Australia Pty. Limited for the acquisition of their non-controlling interest in Dr. Reddy’s Laboratories (Australia) Pty. Limited (“DRLA”). The total purchase consideration agreed was Rs.37LOGO 37 (AUD 1), which includesincluded an amount of Rs.25, payment of which isLOGO 25 (AUD 0.6) contingent upon either DRLA achieving certain sales targets on or before December 31, 2010 or upon the listing of a certain number of products under the Pharmaceutical Benefit Scheme in Australia by March 31, 2012. The

During the year ended March 31, 2011, DRLA did not achieve the sales milestone upon which the consideration ofLOGO 14 was contingent. Furthermore, DRLA did not achieve the milestone pertaining to the listing of products under the Pharmaceutical Benefit Scheme by end of March 31, 2012 upon which a balance consideration ofLOGO 11 was contingent. In accordance with requirements of IFRS 3 (2008), the Company has recorded these changes in contingent consideration as a part of other (income)/expense in its consolidated income statements for the acquisitionyears ended March 31, 2011 and 2012.

34. Bonus Debentures

On March 31, 2010, the Company’s Board of Directors approved a scheme for the issuance of bonus debentures (“in-kind”, i.e., for no cash consideration) to its shareholders to be effected by way of capitalization of its retained earnings. The scheme was subject to the successful receipt of necessary approvals of the NCICompany’s shareholders, the High Court of Andhra Pradesh, India and other identified regulatory authorities as a treasury transaction with equity holders in their capacity as equity holders, as it represents a changementioned in the ownership interest inscheme. All necessary approvals to effectuate the subsidiary without a change inscheme, including that of the controlling interest overHigh Court, were received during the subsidiary byyear ended March 31, 2011. Accordingly, on March 24, 2011, the parent company. Accordingly, the difference between the carrying amount of such NCI on the date of acquisition and the consideration paid by the parent company has been recorded as a reductionCompany issued these debentures to the accumulated retained earnings, attributable to the equity holdersshareholders of the Company.

The following is a summary of the key terms of the issuance:

 

Particulars

No. of
instruments
issued
Face valueCurrency

Interest Rate

MaturityAggregate
Face Amount
Redemption
price

Unsecured, non-convertible, redeemable debentures

1,015,516,392LOGO 5 each
LOGO (Indian
Rupee

9.25%

per annum

36 monthsLOGO 5,078
LOGO 5 each
(plus interest

F-66


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

34. Bonus Debentures (continued)

A summary of certain additional terms of the issuance is as follows:

Fully paid up bonus debentures carrying a face value ofLOGO 5 each were issued to the Company’s shareholders in the ratio of 6 bonus debentures for each equity share held by such shareholders on March 18, 2011.

The bonus debentures are unsecured and are not convertible into equity shares of the Company.

The Company delivered cash in the aggregate value of the bonus debentures into an escrow account of a merchant banker in India appointed by the Company’s Board of Directors. The merchant banker received such amount for and on behalf of and in trust for the shareholders who are entitled to receive bonus debentures. Upon receipt of such amount, the merchant banker paid the amount to the Company, for and on behalf of the shareholders as consideration for the allotment of debentures to them.

These bonus debentures have a maturity of 36 months, at which time the Company must redeem them for cash in an amount equal to the face value ofLOGO 5 each plus unpaid interest, if any.

These bonus debentures carry an interest rate of 9.25% per annum. The interest on the debentures shall be paid at the end of every 12, 24, and 36 months from the date of issue.

These bonus debentures are listed on stock exchanges in India so as to provide liquidity for the holders.

Issuance of these bonus debentures was treated as a “deemed dividend” under section 2 (22) (b) of the Indian Income Tax Act, 1961 and accordingly, the Company was required to pay a dividend distribution tax.

Under Indian Corporate Law and as per the terms of the approved bonus debenture scheme, the Company has created a statutory reserve (the “Debenture Redemption Reserve”) in which it is required to deposit a portion of its profits made during each year prior to the maturity date of the bonus debentures until the aggregate amount retained in such reserve equals 50% of the face value of the debentures then issued and outstanding. The funds in the Debenture Redemption Reserve shall be used only to redeem the debentures for so long as they are issued and outstanding.

The Company has accounted for the issuance of such debentures as a pro-rata distribution to the owners acting in the capacity as owners on a collective basis. Accordingly, the Company has measured the value of such financial instrument at fair value on the date of issuance which corresponds to the value of the bonus debentures issued on March 24, 2011. The Company has disclosed the issuances as a reduction from retained earnings in the consolidated statement of changes in equity with a corresponding credit to “loans and borrowings” for the value of the financial liability recognized. Furthermore, in relation to the above mentioned scheme, the Company incurred costs ofLOGO 51 in directly attributable transaction costs payable to financial advisors. This amount has been accounted for as a reduction from debenture liability on the date of issuance of the bonus debentures and is being amortized over a period of three years using the effective interest rate method. The associated cash flows for the delivery of cash to the merchant banker and the subsequent receipt of the same for and on behalf of the shareholders upon issuance of the bonus debentures has been disclosed separately in the consolidated statement of cash flows as part of financing activities.

Further, the dividend distribution tax paid by the Company on behalf of the shareholders in the amount ofLOGO 843 has been recorded as part of a reduction from retained earnings in the consolidated statement of changes in equity for the year ended March 31, 2011. The Company transferredLOGO 846 andLOGO 19 out of the profits earned during the year ended March 31, 2012 and March 31, 2011, respectively, into the Debenture Redemption Reserve and recorded the transfer through the statement of comprehensive income and statement of changes in equity.

The regulatory framework in India governing issuance of ADRs by an Indian company does not permit the issuance of ADRs with any debt instrument (including non-convertible Indian rupee denominated debentures) as the underlying security. Therefore, the depositary of the Company’s ADRs (the “Depositary”) cannot issue depositary receipts (such as ADRs) with respect to the bonus debentures issued under the Company’s bonus debenture scheme. Therefore, in accordance with the deposit agreement between the Company and the Depositary, the bonus debentures issuable in respect of the shares underlying the Company’s ADRs were distributed to the Depositary, who sold such bonus debentures on April 8, 2011. The Depository converted the net proceeds from such sale into U.S. dollars and, on June 23, 2011, distributed such U.S. dollars, less any applicable taxes, fees and expenses incurred and/or provided for under the deposit agreement, to the registered holders of ADRs entitled thereto in the same manner as it would ordinarily distribute cash dividends under the deposit agreement.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

35. Agreement with Teva

On October 23, 2011, the Company received an approval and was awarded a 180-day period of marketing exclusivity from the U.S. FDA for olanzapine 20 mg tablets (a generic version of Eli Lilly’s Zyprexa®20 mg) for sale in the United States. The U.S. FDA also awarded a 180-day period of marketing exclusivity to Teva Pharmaceuticals USA, Inc. (“Teva”) for its olanzapine tablets in 2.5 mg, 5 mg, 7.5 mg, 10 mg and 15 mg dosages.

On April 12, 2011, the Company had entered into a commercialization, manufacture and supply agreement (the “Supply Agreement”) with Teva for the sale of olanzapine 20 mg tablets in the United States. Pursuant to the Supply Agreement, the Company supplies the required quantities of olanzapine 20 mg to Teva, and Teva markets these products in the United States. Accordingly, on October 24, 2011, sales of the olanzapine 20 mg tablets along with other strengths were launched by Teva in the United States in accordance with the Supply Agreement.

In consideration for such supply of olanzapine, Teva is required to pay, in addition to a base purchase price, a profit share to the Company computed based on the ultimate net sale proceeds realized by Teva, subject to any reductions or adjustments that are required by the terms of the Supply Agreement. Accordingly, a profit share amount ofLOGO 4,500 (U.S.$100.7) has been recognized as revenue in the income statement for the year ended March 31, 2012. The aforesaid profit share amount is net of the losses recorded on account of cash flow hedges that the Company used to mitigate its foreign exchange exposure on profit share revenues accrued for sales of this product in the United States.

36. Letter from the U.S. Food and Drug Administration

The Company’s chemical manufacturing facility at Cuernavaca, Mexico (the “Mexico facility”) produces intermediates and active pharmaceutical ingredients (“API”) and steroids. During the month of November 2010, the U.S. FDA inspected the Company’s Mexico facility and issued audit observations relating to the process for manufacture of API and steroids, to which the Company responded by agreeing to implement certain corrective actions. Subsequently, on June 3, 2011, the Company received a warning letter from the U.S. FDA seeking further clarifications and corrective actions on some of the prior audit observations to which the Company had previously responded. Thereafter, on June 28, 2011, the U.S. FDA posted an import alert, or Detention without Physical Examination (“DWPE”), on its website for certain specified products manufactured at the Mexico facility. Further details of the warning letter and the DWPE alert are available on the U.S. FDA website.

As a consequence of the DWPE alert, the Company’s Mexico facility is unable to export some API and steroids, with the exemption of naproxen and naproxen sodium, to U.S. customers until such time as the concerns raised by the U.S. FDA in their warning letter are addressed to their satisfaction and the DWPE alert is lifted. The Company subsequently worked collaboratively with the U.S. FDA to resolve the matters contained in the warning letter. The Company’s Mexico facility was re-inspected by the U.S. FDA in March 2012 and issued two inspectional observations in Form FDA 483. The Company sent the U.S. FDA a timely response to the two remaining observations, and is awaiting a reply and final report.

The impact on the Company’s revenues for the year ending March 31, 2012 from API and steroid sales to U.S. customers affected by this DWPE, and to the Company’s generic products which include API impacted by this DWPE, was not material to the Company’s business. Further, the Company believes that the DWPE alert is of a temporary nature and that it is not expected to have a material long term effect on the Company’s Mexico operations. Nonetheless, the Company cannot be assured that satisfying the U.S. FDA’s concerns will not take longer than currently anticipated or that the U.S. FDA will not request additional corrective actions that would result in the DWPE remaining in effect longer than currently anticipated.

37. Joint Venture arrangement with FujiFilm Corporation

During the year ended March 31, 2012, the Company signed a Memorandum of Understanding with Fujifilm Corporation (“Fujifilm”) to enter into an exclusive partnership in the generics drugs business for the Japanese market and to establish a joint venture. Fujifilm Corporation will own 51% of the joint venture and the 49% balance will be owned by the Company. This joint venture will develop, manufacture and promote competitive and high quality generic drugs utilizing both Fujifilm Corporation’s advanced quality control technologies and the Company’s expertise in cost competitive production technologies. Japan is the world’s second largest pharmaceutical market (approximately $97 billion at consumer price level, according to IMS Health). The generics market in Japan is estimated to be approximately $11.6 billion and is characterized by low penetration—only approximately 23% of Japanese prescription drug sales by volume are generics products, as compared to approximately 70% in the United States. The Japanese generics market is expected to grow significantly over the coming years as a result of macroeconomic factors such as the rapidly ageing population and increasing healthcare funding gap. The proposed joint venture is expected to start contributing to the Company’s revenues only after a period of three to four years . A definitive agreement is expected to be signed by September 30, 2012.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

38. Contingencies

Litigations, etc.

The Company is involved in disputes, lawsuits, claims, governmental and/or regulatory inspections, inquiries, investigations and proceedings, including patent and commercial matters that arise from time to time in the ordinary course of business. The more significant matters are discussed below. Most of the claims involve complex issues. Often, these issues are subject to uncertainties and therefore the probability of a loss, if any, being sustained and an estimate of the amount of any loss is difficult to ascertain. Consequently, for a majority of these claims, it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of the proceedings. This is due to a number of factors, including: the stage of the proceedings (in many cases trial dates have not been set) and the overall length and extent of pre-trial discovery; the entitlement of the parties to an action to appeal a decision; clarity as to theories of liability; damages and governing law; uncertainties in timing of litigation; and the possible need for further legal proceedings to establish the appropriate amount of damages, if any. In these cases, the Company discloses information with respect to the nature and facts of the case. The Company also believes that disclosure of the amount sought by plaintiffs, if that is known, would not be meaningful with respect to those legal proceedings.

Although there can be no assurance regarding the outcome of any of the legal proceedings or investigations referred to in this Note, 34 to the audited consolidated financial statements, the Company does not expect them to have a materially adverse effect on its financial position. However, if one or more of such proceedings were to result in judgments against the Company, such judgments could be material to its results of operations in a given period.

Product and patent related matters

Norfloxacin litigation

The Company manufactures and distributes Norfloxacin, a formulations product.product and in limited quantities, the active pharmaceutical ingredient norfloxacin. Under the Drugs Prices Control Order (the “DPCO”), the Government of India has the authority to designate a pharmaceutical product as a “specified product” and fix the maximum selling price for such product. In 1995, the Government of India issued a notification and designated Norfloxacin as a “specified product” and fixed the maximum selling price. In 1996, the Company filed a statutory Form III before the Government of India for the upward revision of the maximum selling price and a legal suitwrit petition in the Andhra Pradesh High Court (the “High Court”) challenging the validity of the designation on the grounds that the applicable rules of the DPCO were not complied with while fixing the maximum selling price. The High Court had previously granted an interim order in favor of the Company; however it subsequently dismissed the case in April 2004. The Company filed a review petition in the High Court in April 2004 which was also dismissed by the High Court in October 2004. Subsequently, the Company appealed to the Supreme Court of India, New Delhi (the “Supreme Court”) by filing a Special Leave Petition, which is currently pending.

During the year ended March 31, 2006, the Company received a notice from the Government of India demanding the recovery of the price charged by the Company for sales of Norfloxacin in excess of the maximum selling price fixed by the Government of India, amounting to Rs.285LOGO 285 including interest thereon. The Company filed a writ petition in the High Court challenging this demand order. The High Court admitted the writ petition and granted an interim order, directing the Company to deposit 50% of the principal amount claimed by the Government of India, which amounted to Rs.77.LOGO 77. The Company deposited this amount with the Government of India in November 2005 and is awaiting the outcome of its appeal with the Supreme Court.2005. In February 2008, the High Court directed the Company to deposit an additional amount of Rs.30,LOGO 30, which was deposited by the Company in March 2008. TheAdditionally in November 2010, the High Court allowed the Company’s application to include additional legal grounds that the Company believes will strengthen its defense against the demand. For example, the Company has fully providedadded as grounds that trade margins should not be included in the computation of amounts overcharged, and that it is necessary for the Government of India to set the active pharmaceutical ingredient price before the process of determining the ceiling on the formulation price. Based on its best estimate, the Company has recorded a provision for the potential liability related to the principal and interest amount demanded byunder the Governmentaforesaid order and believes that possibility of India.any liability that may arise on account of penalty on this demand is remote. In the event the Company is unsuccessful in its litigation in the Supreme Court, it will be required to remit the sale proceeds in excess of the maximumnotified selling priceprices to the Government of India with interest and including penalties, or interest, if any, which amounts are not readily ascertainable.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

38. Contingencies (continued)

Product and patent related matters (continued)

Fexofenadine United States litigation

In April 2006, the Company launched its fexofenadine hydrochloride 30 mg, 60 mg and 180 mg tablet products, which are generic versions of Sanofi-Aventis’ (“Aventis”) Allegra® tablets. The Company is presently defending patent infringement actions brought by Aventis and Albany Molecular Research (“AMR”) in the United States District Court for the District of New Jersey. There are three formulation patents, three methodmethods of use patents, and three synthetic process patents which are at issue in the litigation. The Company has obtained summary judgment with respect to two of the formulation patents. Teva Pharmaceuticals Industries Limited (“Teva”) and Barr Pharmaceuticals, Inc. (“Barr”) were defending a similar action in the same court. In September 2005, pursuant to an agreement with Barr, Teva launched its fexofenadine hydrochloride 30 mg, 60 mg and 180 mg tablet products, which are AB-rated (bioequivalent) to Aventis’ Allegra® tablets. Aventis brought patent infringement actions against Teva and its active pharmaceutical ingredients (“API”) supplier in the United States District Court for the District of New Jersey. There were three formulation patents, three use patents, and two API patents at issue in the litigation. Teva obtained summary judgment in respect of each of the formulation patents. On January 27, 2006, the District Court denied Aventis’ motion for a preliminary injunction against Teva and its API supplier on the three use patents, finding those patents likely to be invalid, and one of the API patents, finding that patent likely to be not infringed. The issues presented during Teva’s hearing are likely to be substantially similar to those which will be presented with respect to the Company’s fexofenadine hydrochloride tablet products. Subsequent to the preliminary injunction hearing, Aventis sued Teva and Barr for infringement of a new patent claiming polymorphic forms of fexofenadine.

The Company utilizes an internally developed polymorph and has not been sued for infringement of the new patent. On November 18, 2008, Teva and Barr announced settlement of their litigation with Aventis. On September 9, 2009, AMR added a new process patent to the litigation. This new process patent is related to the manufacturing of the active ingredient contained in the group of tablets being sold under the Allegra® franchise (which includeincludes Allegra®, Allegra-D 12® and Allegra-D 24®). Subsequent to the receipt of the U.S. FDA approval in March 2010 for the Company’s ANDA relating to fexofenadine-pseudoephedrine higher strength (the generic version of Allegra-D 24®), AMR and Aventis sought a preliminary injunction against the Company in the District Court of New Jersey to withhold the launch of the

F-67


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
34. Contingencies (continued)
Product and patent related matters (continued)
Company’s product.
On June 12, 2010,generic product in the United States, arguing that they were likely to prevail on their claim that the Company infringed AMR's U.S. Patent No. 7,390,906. In June 2010, the District Court of New Jersey granted aissued the requested preliminarily injunction against the Company. Sanofi-Aventis and AMR posted security of U.S.$40 with the District Court of New Jersey towards the possibility that the injunction had been wrongfully granted. The security posted shall remain in place until further order of the Court. Pending the final outcome of the case, the Company has not recorded any asset in the consolidated financial statements in connection with this product in the United States.

On January 28, 2011, the District Court of New Jersey ruled that, based on Sanofi-Aventis and AMR’s likely inability to prove infringement by the Company’s products, the preliminary injunction issued in June 2010 should be dissolved. Additionally, the court adopted the Company’s proposed claim construction for patent number 7,390,906. Aventis and AMR appealed the January 28, 2011 decisions of the District Court of New Jersey to AMR and Aventis, prohibiting the Federal Circuit of the United States Court of Appeals. The Company from launching asubsequently launched sales of its generic version of fexofenadine-pseudoephedrine higher strength. AAllegra-D 24®. Although the preliminary injunction was removed, all such sales are at risk pending final resolution of the litigation. Additionally, on April 27, 2011 a trial was held regarding two of the listed formulation patents 6,039,974 and 5,738,872 (on Allegra-D and Allegra-D12 products) that were asserted against the Company. The Company presented non-infringement and invalidity arguments for both and is scheduled to beginawaiting a decision on November 15, 2010, whereinthis trial. In September 2011, Aventis withdrew its complaints regarding 7 of the 9 patents asserted against the Company, will defend its rights with respectand thus only two of the patents (numbers 750,703 and 7,390,906) remain in dispute. In December 2011 and March 2012, the Federal Circuit of the U.S. Court of Appeals heard the arguments regarding the claim construction adopted by the District Court of New Jersey for patent number 7,390,906. The Company is awaiting the judgment from the Federal Circuit of the U.S. Court of Appeals. Subsequent to boththis, the fexofenadine-pseudoephedrine combinationCompany expects to proceed to trial on the issues of infringement and the plain fexofenadine tablets. validity.

If Aventis isand AMR are ultimately successful in its allegationtheir allegations of patent infringement, the Company could be required to pay damages related to fexofenadine hydrochloride and fexofenadine-pseudoephedrine tablet sales made by the Company, and could also be prohibited from selling these products in the future.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

38. Contingencies (continued)

Alendronate Sodium,Product and patent related matters (continued)

Oxycodon, Germany litigation

In February 2006, MSD Overseas Manufacturing Co.

Since 2007, the Company has sold “Oxycodon beta” (generic oxycontin) in Germany pursuant to a license and supply arrangement with Acino Holding Ltd. (formerly Cimex) (“MSD”Acino”). Since April 2007, there had been ongoing patent infringement litigation among Mundipharma International (“Mundipharma”), an entity affiliated with Merck & Co Inc. (“Merck”),the innovator of generic oxycontin, and Acino and certain of its licensees of generic oxycontin. In January 2011, Mundipharma initiated infringement proceedingsa separate (secondary) legal action against betapharm before the German Civil Court of Mannheim alleging infringementCompany. The Company also signed a cost sharing agreement under which Acino agreed to share a portion of the supplementary protection certificate on the basic patent for Fosamax® (MSD’s brand name for alendronate sodium). betapharm and some other companies are selling generic versions of this product in Germany. MSD’s patent, which expired in April 2008, was nullified in June 2006 by the German Federal Patent Court. However, MSD filed an appeal against this decision at the German Federal Supreme Court. The German Civil Court of Mannheim decided to stay the proceedings against betapharm until the German Federal Supreme Court has decided upon the validity of the patent.

In March 2007, the European Patent Office granted Merck a patent, which will expire on July 17, 2018, covering the use of alendronate for the treatment of osteoporosis (the “new patent”). betapharm filed protective writs to prevent a preliminary injunction without a hearing. betapharm also filed an opposition against this new patent at the European Patent Office, which revoked the new patent on March 18, 2009. Merck filed notice of appeal of such revocation, and a final decision is not expected before 2011.losses resulting from any Mundipharma damage claim. In August 2007, Merck initiated2011, Acino and Mundipharma entered into a settlement agreement for all patent infringement proceedings against betapharm before the German civil court of Düsseldorf, which decidedlitigation with respect to stay the proceedings until a final decision of the European Patent Office is rendered. There are other jurisdictions within Europe where the new patent has already been revoked.Acino’s oxycodone product and Mundipharma’s patents. As a result of this settlement agreement, all legal proceedings concerning Acino’s oxycodone product in Europe have been discontinued by all parties involved, and the Company continuesis allowed to continue selling its generic version of Fosamax. If Merck is ultimately successfulthe oxycodone product in its allegations of patent infringement, the Company could be required to pay damages related to the above product sales made by the Company, and could also be prohibited from selling these products in the future.
Oxycodon, Germany litigation
The Company is aware of litigation with respect to one of its suppliers for oxycodon, which is sold by the Company and other generic pharmaceutical companies in Germany. In April 2007, a German trial court rejected an application for an interim order by the innovator company against the Company’s supplier. The innovator has filed an infringement suit of formulation patents against the Company’s supplier in the German Civil Court of Mannheim as well as in Switzerland (where the product is manufactured). The Company’s supplier and all licensees have filed a nullity petition at the German Federal Patent Court, and have also filed a “Declaration of Intervention Against” at the European Patent Office. The German court in Mannheim decided that the Company’s supplier’s product is non-infringing, but the innovator appealed the decision. The appeal is pending. As of March 31, 2010, based on a legal evaluation, the Company continued to sell this product.

Olanzapine, Canada litigation

The Company supplies certain generic products, including olanzapine tablets (the generic version of Eli Lilly’s Zyprexa® tablets), to Pharmascience, Inc. for sale in Canada. Several generic pharmaceutical manufacturers have challenged the validity of the Zyprexa® patents in Canada. In June 2007, the Canadian Federal Court held that the invalidity allegation of one such challenger, Novopharm Ltd., was justified and denied Eli Lilly’s request for an order prohibiting sale of the product. Eli Lilly responded by suing Novopharm for patent infringement. Eli Lilly also sued Pharmascience for patent infringement, but that litigation was dismissed after the parties agreed to be bound by the final outcome in the Novopharm case. As reflected in Eli Lilly’s regulatory filings, the settlement allows Pharmascience to market olanzapine tablets subject to a contingent damages obligation should Eli Lilly be successful in its litigation against Novopharm. The Company’s agreement with Pharmascience includes a provision under which the Company shares a portion of all cost and expense incurred as a result of settling lawsuits or paying damages that arise as a consequence of selling the products.

For the preceding reasons, the Company is exposed to potential damages in an amount that may equal the Company’s profit share derived from sale of the product. During October 2009, the Canadian Federal Court decided, in the Novopharm case, that Eli Lilly’s patent for Zyprexa iswas invalid. On November 3, 2009, Eli Lilly filed an appeal. This decision was, however, reversed in part by the Canadian Federal Court of Appeal on July 21, 2010 and remanded for further consideration. TheIn November 2011, the Canadian Federal Court again found the Eli Lilly Zyprexa patent invalid. Eli Lilly has filed an appeal from this decision. Pending resolution of such appeal, the Company continues to sell the product to Pharmascience. BecausePharmascience and remains exposed to potential damages in an amount that may equal the Canadian Federal Court’s decision on Eli Lilly’s appeal is pending, management continues to believe that the outcome of this litigation cannot be predicted. However, if Eli Lilly is ultimately successful in its allegations of patent infringement against Novopharm, the Company could be required to repay Pharmascience a portion of the damages it incurs related to the above product sales.

Erlotinib, India litigation
The Company launched Tyrokinin tablets (Erlotinib Hydrochrolride-150 mg, a generic version of Roche’s Tarceva®) in India in January 2010. The Company sources this productCompany’s profit share derived from Natco Pharma Ltd (“NATCO”). Roche sued the Company and NATCO for infringement of the erlotinib product patent in the High Court of Delhi and sought an injunction restraining the sale of the product. The matter came up for hearing on April 8, 2010 before the High Court of Delhi, on which date the Company filed its

F-68


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
34. Contingencies (continued)
Product and patent related matters (continued)
written statement and counter. The High Court of Delhi heard the matter and no interim injunction orders were issued. The matter remains pending and the Court is currently awaiting Roche’s reply, which is due on or before July 14, 2010. Roche is also currently litigating on the same product in the High Court of Delhi, against Cipla, who has been selling this product since January 2008. If Roche is ultimately successful in its allegations of patent infringement, the Company could be required to pay damages related to the product sales made by the Company, and could also be prohibited from selling these products in the future. Based upon a legal evaluation, the Company continues to sell this product.
Environmental mattermatters

Land pollution

The Indian Council for Environmental Legal Action filed a writ in 1989 under Article 32 of the Constitution of India against the Union of India and others in the Supreme Court of India for the safety of people living in the Patancheru and Bollarum areas of Medak district of Andhra Pradesh. The Company has been named in the list of polluting industries. In 1996, the Andhra Pradesh District Judge proposed that the polluting industries compensate farmers in the Patancheru, Bollarum and Jeedimetla areas for discharging effluents which damaged the farmers’ agricultural land. The compensation was fixed at Rs.1.30LOGO 1.30 per acre for dry land and Rs.1.70LOGO 1.70 per acre for wet land. Accordingly, the Company has paid a total compensation of Rs.3.LOGO 3. The matter is pending in the courts and the Company believes that the possibility of additional liability is remote. The Company would not be able to recover the compensation paid, even if the decision of the court is in favor of the Company.

Water pollution and air pollution

During the 3 months ended December 31, 2011, the Company, along-with 14 other companies, received a notice from the Andhra Pradesh Pollution Control Board (“APP Control Board”) to show cause as to why action should not be initiated against them for violations under the Indian Water Pollution Act and the Indian Air Pollution Act. Furthermore, the APP Control Board issued orders to the Company to (i) stop production of all new products at the Company’s manufacturing facilities in Hyderabad, India without obtaining a “Consent for Establishment”, (ii) not manufacture products at such facilities in excess of certain quantities specified by the APP Control Board and (iii) furnish a bank guarantee (similar to a letter of credit) totalling toLOGO 12.5.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data and where otherwise stated)

38. Contingencies (continued)

Environmental matters (continued)

The Company appealed the APP Control Board orders to the Andhra Pradesh Pollution Appellate Board (the “APP Appellate Board”). The APP Appellate Board first stayed the APP Control Board orders and subsequently modified the orders, permitting the Company to file applications for Consents for Establishment and to increase the quantities of existing products which could be manufactured beyond that permitted by the APP Control Board, while requiring the Company not to manufacture new products at the specified facilities without the permission of the APP Control Board. The APP Appellate Board also reduced the total value of the Company’s bank guarantee required by the APP Control Board toLOGO 6.25.

The Company has challenged the jurisdiction of APP Control Board in imposing restrictions on manufacturing both with respect to the quantity and the products mix, stating that the Drug Control Authority and the Industrial Development and Regulation Authority are the bodies legally empowered to license production of drug varieties and their quantities respectively.

A fact finding committee (“APP Committee”) was constituted by the APP Appellate Board and was ordered to visit and report on the pollution control measures adopted by the Company. Pursuant to such orders, the APP Committee visited the Company premises in April 2012 and is expected to file its report with the APP Appellate Board during the quarter ending September 30, 2012. The matter is pending before the APP Appellate Board for further hearing based on the APP Committee’s report.

In the first week of July 2012, the APP Control Board issued further show-cause notices and requested further information from some of the manufacturing companies located around Hyderabad and Visakhapatnam. The Company has also been requested to provide additional data and information and it has complied with the same. The Company is awaiting a response from the APP Control Board.

Indirect taxes related mattermatters

Assessable value of products supplied by a vendor to the Company

During the year ended March 31, 2003, the Central Excise Authorities of India (the “Authorities”) issued a demand notice to a vendor of the Company regarding the assessable value of products supplied by this vendor to the Company. The Company has been named as a co-defendant in this demand notice. The Central Excise Authorities demanded payment of Rs.176LOGO 176 from the vendor, including penalties of Rs.90.LOGO 90. Through the same notice, the Central Excise Authorities issued a penalty claim of Rs.70LOGO 70 against the Company. During the year ended March 31, 2005, the Central Excise Authorities issued an additional notice to this vendor demanding Rs.226LOGO 226 from the vendor, including a penalty of Rs.51.LOGO 51. Through the same notice, the Central Excise Authorities issued a penalty claim of Rs.7LOGO 7 against the Company. Furthermore, during the year ended March 31, 2006, the Central Excise Authorities issued an additional notice to this vendor demanding Rs.34.LOGO 34. The Company has filed appeals against these notices. In August and September 2006, the Company attended the hearings conducted by the Customs, Excise and Service Tax Appellate Tribunal (the “CESTAT”) on this matter. In October 2006, the CESTAT passed an order in favor of the Company setting aside all of the above demand notices. In July 2007, the Central Excise Authorities appealed against CESTAT’s order in the Supreme Court of India, New Delhi. The matter is pending in the Supreme Court of India, New Delhi.

Distribution of input service tax credits

During the year ended March 31, 2010, the Central Excise Commissioner issued a show cause notice to the Company by objecting to the Company’s methodology of distributing input service tax credits claimed for one of the Company’s facilities during the period of March 2008 to September 2009, and demanded an amount ofLOGO 102 plus interest and penalties. During the year ended March 31, 2012, the Central Excise Commissioner confirmed the show cause notice and passed an order demanding an amount ofLOGO 102 plus a 100% penalty and interest thereon. The Company has filed an appeal with the CESTAT against the Central Excise Commissioner’s order and awaits a hearing before the CESTAT.

Furthermore, during the year ended March 31, 2012, the Central Excise Commissioner issued an additional show cause notice to the Company demanding an amount ofLOGO 125 plus interest and penalties pertaining to the Company’s methodology of distributing input service tax credits claimed for one of the Company’s facilities for the period of October 2009 to March 2011. The Company has responded to such show cause notice and is currently awaiting a hearing with the Central Excise Commissioner.

Regulatory matters

In November 2007, the Attorneys General of the State of Florida and the Commonwealth of Virginia each issued subpoenas to the Company’s U.S. subsidiary, Dr. Reddy’s Laboratories, Inc. (“DRLI”). In March 2008, the Attorney General of the State of Michigan and two other states issued a Civil Investigative Demand (“CID”) to DRLI. These subpoenas and the CID generally required the production of documents and information relating to the development, sales and marketing of the products ranitidine, fluoxetine and buspirone, all of which were sold by Par Pharmaceuticals Inc. (“Par”) pursuant to an agreement between Par and DRLI. DRLIOn July 8, 2011, the Company was notified that the Attorney Generals’ offices intended to conclude their respective investigations concerning the Company, and that the Company would be voluntarily dismissed without prejudice from the legal action. The Company has responded tobeen discharged from the initial requestsinvestigation.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and is in the process of responding to subsequent requests,per share data and will continue to cooperate with the Attorneys General in these investigations.

where otherwise stated)

38. Contingencies (continued)

Other

Additionally, the Company and its affiliates are involved in other disputes, lawsuits, claims, governmental and/or regulatory inspections, inquiries, investigations and proceedings, including patent and commercial matters that arise from time to time in the ordinary course of business. The Company does not believe that there are any such pending matters that will have any material adverse effect on its financial position, results of operations or cash flows in any given accounting period.

35. Restructuring activities
German operations
On account of the significant adverse events in the German generic pharmaceutical market as described in Note 9 above, during the year ended March 31, 2010 the Company implemented workforce reductions and restructuring of the Company’s German subsidiaries, betapharm and Reddy Holding GmbH, to achieve a more sustainable workforce structure in light of the current situation within the German generic pharmaceuticals industry. Accordingly, during the year ended March 31, 2010, the management and the works councils (i.e., organizations representing workers) of betapharm and Reddy Holding GmbH entered into “reconciliation of interest” agreements, that set out the overall termination benefits payable to identified employees. Accordingly, an amount of Rs.885 (Euro 13.2) has been recorded as termination benefits included as part of “Selling, general and administrative expenses” in the consolidated income statement for the year ended March 31, 2010.
North American operation — Charlotte
In February, 2010, the Company announced a restructuring plan to transition its supply chain management and logistics functions from the existing facilities at Charlotte, North Carolina to its manufacturing facility at Shreveport, Louisiana, in order to bring greater coordination and integration in its North American operations. The restructuring plan included early termination of the operating lease for the facility occupied at Charlotte and also included termination of certain identified employees.

F-69


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
35. Restructuring activities (continued)
Therefore, the Company has recorded an amount of Rs.108 (U.S.$2.3) during the year ended March 31, 2010 as part of this restructuring, which includes the onerous portion of the lease obligations arising on account of such contract termination and also the termination benefits payable to the terminated employees.
36.39. Nature of Expense

The following table shows the expenses by nature:

                 
  For the year ended March 31, 2010, 
          Research and    
  Cost of  Selling, general and  development    
Particulars revenues  administrative expenses  expenses  Total 
Employee benefits Rs.4,162  Rs.7,840  Rs.841  Rs.12,843 
Depreciation and amortization  1,878   1,925   357   4,160 
                 
  For the year ended March 31, 2009, 
          Research and    
  Cost of  Selling, general and  development    
Particulars revenues  administrative expenses  expenses  Total 
Employee benefits Rs.3,571  Rs.6,214  Rs.740  Rs.10,525 
Depreciation and amortization  1,474   1,887   453   3,814 
                 
  For the year ended March 31, 2008, 
          Research and    
  Cost of  Selling, general and  development    
Particulars revenues  administrative expenses  expenses  Total 
Employee benefits Rs.2,309  Rs.5,225  Rs.597  Rs.8,131 
Depreciation and amortization  1,110   1,908   344   3,362 
37.

   For the year ended March 31, 2012 

Particulars

  Cost of revenues   Selling, general and
administrative
expenses
   Research and
Development
expenses
   Total 

Employee benefits

  LOGO  6,044    LOGO  9,611    LOGO  1,272    LOGO  16,927  

Depreciation and amortization

   2,728     2,106     379     5,213  

   For the year ended March 31, 2011 

Particulars

  Cost of revenues   Selling, general and
administrative
expenses
   Research and
development
expenses
   Total 

Employee benefits

  LOGO  5,037    LOGO  7,964    LOGO  1,108    LOGO  14,109  

Depreciation and amortization

   2,172     1,635     341     4,148  

   For the year ended March 31, 2010 

Particulars

  Cost of revenues   Selling, general and
administrative
expenses
   Research and
Development
expenses
   Total 

Employee benefits

  LOGO  4,162    LOGO  7,840    LOGO  841    LOGO  12,843  

Depreciation and amortization

   1,878     1,925     357     4,160  

40. Subsequent events

Bonus debentures
On March 31, 2010 the Board of Directors of the Company approved a scheme for the issuance of bonus debentures that would be effected by capitalization of the retained earnings, subject to the successful receipt of the necessary approvals of the Company’s shareholders, the High Court of Andhra Pradesh, India and other identified regulatory authorities as mentioned in the proposed scheme. On May 28, 2010 a general meeting of the shareholders of the Company was held in which the proposed bonus debenture scheme was approved. The proposed bonus debenture scheme entails the issuance and allotment of unsecured, non-convertible, redeemable, fully paid up (i.e., the shareholders need not pay any amounts to receive them) bonus debentures carrying a face value of Rs.5 each (“bonus debentures”) to its shareholders, in the ratio of 6 bonus debentures for each equity share held by them, on a date to be determined in future. The bonus debentures will carry a coupon rate (to be determined in the future) that is to be paid annually. Additionally, these bonus debentures would be redeemable upon the Company’s election at the end of 36 months from the initial date of issuance. No adjustments have been recorded for this proposed scheme in the audited consolidated financial statements, as the proposed bonus debenture scheme will become effective only after the successful receipt of approvals from the High Court of Andhra Pradesh, India and other identified regulatory authorities as mentioned in the proposed scheme. On July 19, 2010 the Company received the High Court’s approval to the scheme and the Company has concurrently made applications to the other regulatory authorities in order to seek the necessary approvals to effectuate the scheme.

F-70

Collaboration agreement with Merck Serono


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data and where otherwise stated)
37. Subsequent events (continued)
Styptovit-K litigation
During the three months ended June 30, 2010, the Competition Appellate Tribunal of India (“CAT’) issued a preliminary notice of inquiry alleging that the Company engaged in an unfair trade practice with respect to the manufacture and marketing of Styptovit and Styptovit-K (the Company’s branded versions of adrenochrome monosemicarbazone-ascorbic acid-calcium phosphate-menadione-rutin) by launching new versions of these products which omitted any active pharmaceutical ingredients which would have caused them to be subject to price control under Indian law. The allegation therefore concludes that the Company’s maximum retail selling price for these products exceeded the maximum selling price designated by the Government of India under the Drugs Prices Control Order. The Company believes that the allegation is at a nascent stage and that the possibility of an adverse outcome of this litigation is remote, accordingly no adjustments to these consolidated financial statements have been recorded.
Acquisition of Non-controlling interest
In August 2010,2012, the Company entered into ana collaboration agreement with Calshelf Investments 214 (Proprietary) Limited for the acquisitionMerck Serono, a division of their non-controlling interestMerck KGaA, Darmstadt, Germany, to co-develop a portfolio of biosimilar compounds in Dr. Reddy’s Laboratories (Proprietary) Limited. With this acquisition, Dr. Reddy’s Laboratories (Proprietary) Limited has become a wholly owned subsidiaryoncology, primarily focused on monoclonal antibodies (MAbs). The partnership covers co-development, manufacturing and commercialization of the Company.
molecules included in the agreement. The agreement is based on full research and development cost sharing. Merck Serono will undertake commercialization globally, outside the United States, with the exception of select emerging markets which will be co-exclusive or where the Company maintains exclusive rights. The Company will receive royalty payments from Merck Serono upon commercialization by them. In the United States, the parties will co-commercialize the products on a profit-sharing basis.

Discontinuation of development of Terbinafine nail lacquer

During the three months ended June 30, 2012, the Company discontinued its research on terbinafine nail lacquer, a dermatology product, because the interim analysis of the blinded clinical trial data showed a lack of efficacy.

 

F-71F-84


Item 19. EXHIBITS
Exhibit NumberDescription of Exhibits
1.1.*/***/*****Memorandum and Articles of Association of the Registrant dated February 4, 1984.
1.2.*/***Certificate of Incorporation of the Registrant dated February 24, 1984.
1.3.*/***Amended Certificate of Incorporation of the Registrant dated December 6, 1985.
1.4.Amendment to Memorandum and Articles of Association of the Registrant dated June 12, 2009 (regarding an increase in our authorized share capital pursuant to the amalgamation of Perlecan Pharma Private Limited into Dr. Reddy’s Laboratories Limited, its parent company).
2.1.*Form of Deposit Agreement, including the form of American Depositary Receipt, among Registrant, Morgan Guaranty Trust Company as Depositary, and holders from time to time of American Depositary Receipts Issued there under, including the form of American Depositary.
4.1.*Agreement by and between Dr. Reddy’s Laboratories Limited and Dr. Reddy’s Research Foundation regarding the undertaking of research dated February 27, 1997.
4.2.**Dr. Reddy’s Laboratories Limited Employee Stock Option Scheme, 2002.
4.3****Sale and Purchase Agreement Regarding the Entire Share Capital of Beta Holding GmbH dated February 15th/16th 2006
8.List of subsidiaries of the Registrant.
23.1Consent of Independent Registered Public Accounting Firm
99.1Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.2Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.3Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.4Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*Previously filed on March 26, 2001 with the SEC along with Form F-1
**Previously filed on October 31, 2002 with the SEC along with Form S-8.
***Previously filed with the Company’s Form 20-F for the fiscal year ended March 31, 2003.
****Previously filed with the Company’s Form 20-F/A for the fiscal year ended March 31, 2006 pursuant to a request for confidential treatment.
*****Previously filed with the Company’s Form 20-F for the fiscal year ended March 31, 2006.

129


SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
DR. REDDY’S LABORATORIES LIMITED
By:  /s/ G.V. Prasad  
G.V. Prasad 
Vice Chairman and Chief Executive Officer 
By:  /s/ Umang Vohra  
Umang Vohra 
Chief Financial Officer 
Hyderabad, India
September 22, 2010

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