UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

¨

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, 20152018

OR

 

¨

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

OR

 

¨

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 TELANGANA, INDIA

(Translation of Registrant’s name

into English)

 

(Jurisdiction of incorporation or

into English)organization)

8-2-337, Road No. 3, Banjara Hills

Hyderabad, Telangana 500 034, India

+91-40-49002900

(Address of principal executive offices)

Saumen Chakraborty,Chief Financial Officer,,+91-40-49002004, saumenc@drreddys.com

8-2-337, Road No. 3, Banjara Hills, Hyderabad, Telangana 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

New York Stock Exchange
representing one equity share

 New York Stock Exchange

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.

170,381,174

165,910,907 Equity Shares

 

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

YesxþNo¨

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.

Yes¨Noxþ

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.

YesxþNo¨

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).

Yes¨No¨

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

Large accelerated filer  

Large accelerated filerþAccelerated filer¨Non-accelerated filer¨Emerging growth company¨

xIf an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.            Accelerated filer  ¨            Non-accelerated filer  ¨

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

U.S. GAAP  ¨            International Financial Reporting Standards as issued  x            Other  ¨

by the International Accounting Standards Board

U.S. GAAP¨International Financial Reporting Standards as issuedþOther¨
by the International Accounting Standards Board

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 17¨Item 18¨

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).    Yes  ¨    No  x

 

 Yes¨Noþ

 


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.” or “rupees” or “Indian rupees” are to the legal currency of India.India, references to “MXN” are to the legal currency of Mexico, and references to “EUR” or “euros” are to the legal currency of the European Union. Our financial statements are prepared in accordance with International Financial Reporting Standards, or “IFRS”, as issued by the International Accounting Standards Board, or “IASB”. These standards include International Accounting Standards, or “IAS”, and their interpretations issued by the International Financial Reporting Interpretations Committee, or “IFRIC”, or its predecessor, the Standing Interpretations Committee, or “SIC”. 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. FDA” are to the United States Food and Drug Administration, to “NDAs” are to New Drug Applications, and to “ANDAs” are to Abbreviated New Drug Applications.

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

Our financial statements are presented in Indian rupees and translated into U.S. dollars for the convenience of the reader. Except as otherwise stated in this report, all convenience translations from Indian rupees to U.S. dollars are at the certified foreign exchange rate of U.S.$1 = Rs.62.31,Rs.65.11, as published by Federal Reserve Board of Governors on March 31, 2015.30, 2018. 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.

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 StatementStatements

IN ADDITION TO HISTORICAL INFORMATION, THIS ANNUAL REPORT CONTAINS CERTAIN FORWARD- LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF

In addition to historical information, this annual report contains certain forward-looking statements within the meaning ofsection 27a of thesecuritiesact of 1933, AS AMENDED AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OFas amended andsection 21e of thesecuritiesexchangeact of 1934, AS AMENDED (THE “EXCHANGE ACT”as amended (the “exchangeact”). 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- 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.

TABLE OF CONTENTSIn addition to statements which are forward-looking by reason of context, the words “may”, “will”, “should”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” and similar expressions identify forward-looking statements. 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-looking statements. Factors that might cause such a difference include, but are not limited to:

 

·in our generics medicines business: consolidation of our customer base and commercial alliances among our customers; the increase in the number of competitors targeting generic opportunities and seeking U.S. market exclusivity for generic versions of significant products; price erosion relating to our generic products, both from competing products and increased regulation; delays in launches of new generic products; efforts of pharmaceutical companies to limit the use of generics including through legislation and regulations; the difficulty and expense of obtaining licenses to proprietary technologies; returns, allowances and chargebacks; and investigations of the calculation of wholesale prices;

·in our specialty medicines business: competition for our specialty products; our ability to achieve expected results from investments in our product pipeline; competition from companies with greater resources and capabilities; and the effectiveness of our patents and other measures to protect our intellectual property rights;

·our business and operations in general, including: our ability to develop and commercialize additional pharmaceutical products; manufacturing or quality control problems, which may damage our reputation for quality production and require costly remediation; interruptions in our supply chain; disruptions of our or third party information technology systems or breaches of our data security; the failure to recruit or retain key personnel; challenges associated with conducting business globally, including adverse effects of political or economic instability, major hostilities or terrorism; significant sales to a limited number of customers in our U.S. market; our ability to successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and integrate acquisitions;

2

·compliance, regulatory and litigation matters, including: costs and delays resulting from the extensive governmental regulation to which we are subject; the effects of reforms in healthcare regulation and reductions in pharmaceutical pricing, reimbursement and coverage; governmental investigations into selling and marketing practices; potential liability for patent infringement; product liability claims; increased government scrutiny of our patent settlement agreements; failure to comply with complex Medicare and Medicaid reporting and payment obligations; and environmental risks;

·other financial and economic risks, including: our exposure to currency fluctuations and restrictions as well as credit risks; potential impairments of our intangible assets; potential significant increases in tax liabilities; and the effect on our overall effective tax rate of the termination or expiration of governmental programs or tax benefits, or of a change in our business; and

·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 and assumptions 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 with and/or furnished to thesecurities andexchangecommission (“sec”) from time to time.

3

TABLE OF CONTENTS

PART I

6

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

6
 4 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

6
 4 

ITEM 3. KEY INFORMATION

6
 4 

ITEM 4. INFORMATION ON THE COMPANY

27
 27 
4.A.History and development of the company27

4.B.Business overview28
4.C.Organizational structure54
4.D.Property, plant and equipment55
ITEM 4A. UNRESOLVED STAFF COMMENTS

56
 61 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

57
 62 
5.A.Operating results71

5.B.Liquidity and capital resources86
5.C.Research and development, patents and licenses, etc.90
5.D.Trend Information91
5.E.Off-balance sheet arrangements91
5.F.Tabular Disclosure of Contractual Obligations91
5.G.Safe harbor91
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

92
 99 
6. A.Directors and senior management92

6.B.Compensation98
6.C.Board practices99
6.D.Employees104
6.E.Share ownership104
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

106
 114 
7.A.Major shareholders106

7.B.Related party transactions107
7.C.Interests of experts and counsel107
ITEM 8. FINANCIAL INFORMATION

108
 115 
8.A. Consolidated statements and other financial information108

8.B.Significant changes108
ITEM 9. THE OFFER AND LISTING

109
 117 
9.A.Offer and listing details109

9.B.Plan of distribution109
9.C.Markets109
9.D.Selling shareholders109
9.E.Dilution109
9.F.Expenses of the issue110
ITEM 10. ADDITIONAL INFORMATION

110
 118 
10.A.Share capital110

4

10.B.Memorandum and articles of association110
10.C.Material contracts111
10.D.Exchange controls112
10.E.Taxation117
10.F.Dividends and paying agents123
10.G.Statements by experts123
10.H.Documents on display123
10.I.Subsidiary information123
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

124
 129 

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

126
 131 

PART II

128

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

128
 133 

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

128
 133 

ITEM 15. CONTROLS AND PROCEDURES

129
 134 

ITEM 16. [RESERVED]

131
 136 

ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT

131
 136 

ITEM 16.B. CODE OF ETHICS

131
 136 

ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

131
 136 

ITEM 16.D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

131
 136 

ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

132
 136 

ITEM 16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

132
 137 

ITEM 16.G. CORPORATE GOVERNANCE

132
 137 

ITEM 16.H. MINE SAFETY DISCLOSURE

134
 139 

PART III

135

ITEM 17. FINANCIAL STATEMENTS

135
 139 

ITEM 18. FINANCIAL STATEMENTS

135
 139 

ITEM 19. EXHIBITS

136
 140 

SIGNATURES

137

 1415 

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 onForm 20-F. The selected consolidated income statement data for the years ended March 31, 2018, 2017, 2016, 2015 2014, 2013, 2012 and 20112014 and the selected consolidated statement of financial position data as of March 31, 2018, 2017, 2016, 2015 2014, 2013, 2012 and 20112014 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 five most recent fiscal years. Historical results are not necessarily indicative of future results.

Income Statement Data

  For the year ended March 31, 
  2018  2018  2017  2016  2015  2014 
  (Rs. in millions, U.S.$ in millions, both except share and per share data) 
  Convenience
translation
into U.S.$
                
Revenues U.S.$2,181  Rs.142,028  Rs.140,809  Rs.154,708  Rs.148,189  Rs.132,170 
Cost of revenues  1,009   65,724   62,453   62,427   62,786   56,369 
Gross profit  1,172   76,304   78,356   92,281   85,403   75,801 
Selling, general and administrative expenses  720   46,910   46,372   45,702   42,585   38,783 
Research and development expenses  281   18,265   19,551   17,834   17,449   12,402 
Other (income)/expense, net  (12)  (788)  (1,065)  (874)  (917)  (1,416)
Results from operating activities  183   11,917   13,498   29,619   26,286   26,032 
Finance (expense)/income, net  32   2,080   806   (2,708)  1,682   400 
Share of profit of equity accounted investees, net of tax  5   344   349   229   195   174 
Profit before tax  220   14,341   14,653   27,140   28,163   26,606 
Tax expense  70   4,535   2,614   7,127   5,984   5,094 
Profit for the year U.S.$151  Rs.9,806   12,039   20,013   22,179   21,512 
Attributable to:                        
Equity holders of the Company  151   9,806   12,039   20,013   22,179   21,515 
Non-controlling interests  -   -   -   -   -   (3)
Profit for the year U.S.$151  Rs.9,806  Rs.12,039  Rs.20,013  Rs.22,179  Rs.21,512 
Earnings per share                        
Basic U.S.$0.91  Rs.59.13  Rs.72.24  Rs.117.34  Rs.130.22  Rs.126.52 
Diluted U.S.$0.91  Rs.59.00  Rs.72.09  Rs.116.98  Rs.129.75  Rs.126.04 
Weighted average number of equity shares used in computing earnings per equity share*                        
Basic      165,845,408   166,648,943   170,547,643   170,314,506   170,044,518 
Diluted      166,185,552   166,997,675   171,072,780   170,933,433   170,695,017 
Cash dividend per equity share** U.S.$0.31  Rs.20  Rs.20  Rs.20  Rs.18  Rs.15 

 

   For the Year Ended March 31, 
   2015  2015  2014  2013  2012  2011 
   (Rs. in millions, U.S.$ in millions, both except share and per share data) 
   

Convenience

translation

into U.S.$

                

Revenues

  U.S.$2,378    Rs.148,189    Rs.132,170    Rs.116,266    Rs.96,737    Rs.74,693  

Cost of revenues

   1,008    62,786    56,369    55,687    43,432    34,430  

Gross profit

   1,371    85,403    75,801    60,579    53,305    40,263  

Selling, general and administrative expenses

   683    42,585    38,783    34,272    29,907    23,689  

Research and development expenses

   280    17,449    12,402    7,674    5,911    5,060  

Other (income)/expense, net

   (15  (917  (1,416  (2,479  (765  (1,115

Results from operating activities

   422    26,286    26,032    21,112    18,252    12,629  

Finance (expense)/income, net

   27    1,682    400    460    160    (189

Share of profit of equity accounted investees, net of tax

   3    195    174    104    54    3  

Profit/(loss) before tax

   452    28,163    26,606    21,676    18,466    12,443  

Tax expense

   (96  (5,984  (5,094  (4,900  (4,204  (1,403

Profit/(loss) for the year

   356    22,179    21,512    16,776    14,262    11,040  

Attributable to:

       

Equity holders of the Company

   356    22,179    21,515    16,777    14,262    11,040  

Non-controlling interests

   —      —      (3  (1  —      —    

Profit/(loss) for the year

  U.S.$356    Rs.22,179    Rs.21,512    Rs.16,776    Rs.14,262    Rs.11,040  

Earnings/(loss) per share

       

Basic

  U.S.$2.09    Rs.130.22    Rs.126.52    Rs.98.82    Rs.84.16    Rs.65.28  

Diluted

  U.S.$2.08    Rs.129.75    Rs.126.04    Rs.98.44    Rs.83.81    Rs.64.95  

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

       

Basic

    170,314,506    170,044,518    169,777,458    169,469,888    169,128,649  

Diluted

    170,933,433    170,695,017    170,432,680    170,177,944    169,965,282  

Cash dividend per equity share**

  U.S.$0.29    Rs.18    Rs.15    Rs.13.75    Rs.11.25    Rs.11.25  

* Each ADR represents one equity share.

** Excludes corporate dividend tax.

 

*

Each ADR represents one equity share.

6
**

Excludes corporate dividend tax.

Statement of Financial Position Data

 

  As of March 31,  As of March 31, 
  2015   2015   2014   2013   2012   2011  2018  20182017  2016  2015  2014 
  (Rs. in millions, U.S.$ in millions)  (Rs. in millions, U.S.$ in millions, except share data) 
  Convenience
translation
into U.S.$
   

 

   

 

   

 

   

 

   

 

  

Convenience

translation into

U.S.$

           

Cash and cash equivalents

  U.S.$87     Rs.5,394     Rs.8,451     Rs.5,136     Rs.7,379     Rs.5,729   U.S.$41  Rs.2,638  Rs.3,866  Rs.4,921  Rs.5,394  Rs.8,451 

Other investments (current and non-current)

   595     37,076     25,083     17,172     10,773     33    321   20,879   19,507   37,022   37,076   25,083 

Total assets

   3,126     194,762     170,223     142,369     119,477     95,005    3,465   225,604   219,821   207,650   194,762   170,223 

Total long term debt, excluding current portion

   230     14,307     20,740     12,625     16,335     5,271    385   25,089   5,449   10,685   14,307   20,740 

Total equity

  U.S.$1,786     Rs.111,302     Rs.90,801     Rs.72,805     Rs.57,287     Rs.45,803   U.S.$1,942  Rs.126,460  Rs.124,044  Rs.128,336  Rs.111,302  Rs.90,801 

Number of shares outstanding

     170,381,174     170,108,868     169,836,475     169,560,346     169,252,732        165,910,907   165,741,713   170,607,653   170,381,174   170,108,868 

Convenience translation

For the convenience of the reader, our consolidated financial statements as of March 31, 20152018 have been translated into U.S. dollars at the certified foreign exchange rate of U.S.$1 = Rs.62.31,Rs.65.11, as published by the Federal Reserve Board of Governors on March 31, 2015.30, 2018. 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 

2011

   44.54     45.49     47.49     43.90  

2012

   50.89     48.01     53.71     44.00  

2013

   54.52     54.48     57.13     50.64  

2014

   60.00     60.35     68.80     53.65  

2015

   62.31     61.34     63.67     58.30  
For the year ended March 31, Period End  Average  High  Low 
2014  60.00   60.35   68.80   53.65 
2015  62.31   61.34   63.67   58.30 
2016  66.25   65.58   68.84   61.99 
2017  64.85   66.96   68.86   64.85 
2018  65.11   64.48   65.71   63.38 

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 2014

   61.81     60.92  

November 2014

   62.20     61.38  

December 2014

   63.67     61.78  

January 2015

   63.57     61.32  

February 2015

   62.41     61.67  

March 2015

   63.06     61.76  
Month High  Low 
October 2017  65.48   64.70 
November 2017  65.46   64.29 
December 2017  64.57   63.83 
January 2018  64.01   63.38 
February 2018  65.20   63.93 
March 2018  65.24   64.83 

On June 12, 2015,8, 2018, the noon buying rate in the city of New York was Rs.64.02Rs.67.56 per U.S. dollar.

3.B.Capitalization and indebtedness

Not applicable.

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

Not applicable.

7

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. ThisForm 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

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 approvals 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 many of the international markets into which we sell our products, including the United States, 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 approval 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.

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-similarsbiosimilars business, due to the intrinsic nature of biologics, our bio-similaritybiosimilarity claims can always be contested by our competitors, the innovator company and/or the applicable regulators.

Additionally, governmental authorities, including among others

Delays in the receipt of, or failure to obtain approvals for, future products, or new indications and uses, could result in delayed realization of product revenues, reduction in revenues and substantial additional costs. For example, in the years ended March 31, 2017 and 2018, we experienced delays in obtaining approvals from the U.S. Food and Drug Administration (“U.S. FDA”) for various generic and specialty products as anticipated, principally as a result of the warning letter referenced below.

Additionally, governmental authorities, including among others the U.S. FDA and the U.K. Medicines and Healthcare Products Regulatory Agency (“MHRA”), heavily regulate the manufacturing of our 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. More recently,In recent years, a number of Indian generic pharmaceutical companies were issued import alerts and warning letters by the U.S. FDA. A significant proportion of our manufacturing base of active pharmaceutical ingredients and formulations plants servicing the United States and other markets of our Global Generics business areis based out of India. There appears to behas been an increasing trend by the U.S. FDA and governmental regulators in other developed countries towards Indian manufacturing site audits which are unannounced and conducted with unprecedented rigor and expectations.audits. While our quality practices and quality management systems are conducted in a manner designed to satisfy these types of audits, we cannot guarantee that our efforts will prevent adverse outcomes such as audit observations, corrective action requests, warning letters or import bans. Also, unresolved audits

For example, in November 2015, we received a warning letter from the U.S. FDA relating to cGMP deviations at three of our manufacturing facilities - two API manufacturing facilities and one injectable oncology formulations manufacturing facility in India. Refer to Item 4.A. “History and development of the company – Key business developments – Re-Audit of the warning letter impacted sites” for further details.

More generally, unless and until an issue raised in a warning letter from the U.S. FDA is resolved to the U.S. FDA’s satisfaction, the U.S. FDA may withhold approvals of our new products and new drug applications, refuse admission of products manufactured at the facilities noted in the warning letter into the United States, and/or take additional regulatory or legal action against us. The delay in approvals due to moving to an alternate site or alternate vendor, or the cost incurred in connection with remedial actions, can have significant adverse impacts on our ongoing business, financial results and routine operations.

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In recent years, there has been increasing regulatory scrutiny of pharmaceutical manufacturers, resulting in product recalls, plant shutdowns and other required remedial actions. We have been subject to increasing scrutiny of our manufacturing operations, and in previous years several of our facilities have been the subject of significant regulatory actions requiring substantial expenditures of resources to ensure compliance with more stringently applied production and quality control regulations. These regulatory actions also adversely affected our ability to supply various products worldwide and to obtain new product approvals or/at such facilities. If any regulatory body were to require one or more of our significant manufacturing facilities to cease or limit production, our business could be adversely affected. In addition, because regulatory approval to manufacture a drug is site-specific, the delay and launches thereby impactingcost of remedial actions, or of obtaining approval to manufacture at a different facility also could have a material adverse effect on our future revenuesbusiness, financial position and profitability.results of operations.

Furthermore, we deal with numerous third party manufacturers and despite our strict oversight, any lapse in their quality practices and quality management systems could lead to suchsimilar adverse outcomes in the event of an audit.

If we or our third party suppliers fail to comply fully with suchapplicable regulations or to take corrective actions whichthat are mandated, then there could be a government-enforced shutdown of our production facilities or an import ban, which in turn could lead to product shortages that delay or prevent us from fulfilling our obligations to customers, or we could be subjected to government fines. For example, the U.S. FDA imposed an import ban on our manufacturing facility at Cuernavaca, Mexico from June 2011 through July 2012. Failure to comply fully with such regulations could also lead to a delay in the approval of our new products.

Further, while physicians may prescribe products for uses that are not described in the product’sproduct labeling and that differ from those approved by the U.S. FDA or other similar regulatory authorities (an “off label”"off label" use), we are permitted to market our products only for the indications for which they have been approved. The U.S. FDA and other regulatory agencies actively enforce regulations prohibiting promotion of off-label uses, and significant liability can be imposed on manufacturers found to be engaged in off-label marketing violations, including fines in the tens or hundreds of millions of dollars, as well as criminal sanctions. If some of our products are prescribed off label, regulatory authorities such as the U.S. FDA could take enforcement actions if they conclude that we or our distributors have engaged in off label marketing.

An increasing portion of our portfolio isare “biologic” products. Unlike traditional “small-molecule” drugs, biologic drugs cannot be manufactured synthetically, but typically must be produced from living plantanimal cells or animal micro-organisms. As a result, the production of biologic drugs that meet all quality and regulatory requirements is especially complex. Even slight deviations at any point in the production process may leadcomplex and is more susceptible to batch failures or recalls. In addition,failures.

Typically, biological therapeutics face third party intellectual property rights, otherwise known as freedom to operate (“FTO”) issues, more than small molecule therapeutics because of the production processtypes of patents allowed by national patent offices. Further, our ability to successfully challenge third party patent rights is baseddependent 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.laws of the applicable countries.

The regulatory requirements are still evolving in many developing markets where we sell or manufacture products, including our bio-similar products. In these markets, thebiosimilar products, and regulatory requirements and the policies and opinions of regulators may at times be unclear inconsistent or arbitrary due to absencelack of adequate precedents, or foramong other reasons. As a result, there is increased risk of withholdingreasons, which may lead to delays in product approvals 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.

Significant delays in the development of pathways for the registration and approval of such bio-similar products, or significant impediments that may be built into such pathways, could diminish the value of the investments we have made and will continue to make in our biotechnology capabilities. For example, in the healthcare reform legislation adopted inIn the United States, biosimilar products may not be approvedthe Biologics Price Competition and Innovation Act of 2009 (“BPCIA”) created a statutory pathway and abbreviated approval processes for twelve years followingthe approval of thebiosimilar versions of branded biotechnology product. As a result, filings and launches of biosimilar products may be delayed significantly, adversely affecting our ability to develop a successful biosimilars business. The U.S. FDA is in the process of establishing regulations relating to biosimilars to implement the new healthcare legislation. These regulations, when ultimately adopted, could further complicate the process of bringing biosimilar products to market on a timely basis and could thus adversely affect our ability to develop a successful biosimilars business.biological products. While the U.S. FDA has issued guidelines, these guidelines contain features that could significantly prolong the regulatory policies in this area are still evolving. Further, while a number of legal challenges concerning the requirements of the abbreviated biosimilar development processpathway, patent exchange and significant ambiguityother provisions of BPCIA have been adjudicated in U.S. courts, legal challenges concerning FTO, patent exchange and questions remain, including for example questions regarding standardstrade matters, among others, continue.

We operate in a highly competitive and criteria for biosimilars and interchangeables.

There has been a trend of increased regulatory review of over-the-counter products for safety and efficacy questions,rapidly consolidating industry which could potentiallymay adversely affect our over-the-counterrevenues and profits.

Our products business.face intense competition from products commercialized or under development by competitors in all of our business segments based in India, the United States and other markets. Many of our competitors have greater financial resources and marketing capabilities than we do. Our competitors may succeed in developing technologies and products that are more effective, more popular or cheaper than any we may develop or license, thus rendering our technologies and products obsolete or uncompetitive, which would harm our business and financial results.

In recent years,our proprietary products business, many of our competitors have greater experience than we do in clinical testing, human clinical trials, obtaining regulatory approvals and in marketing and selling 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 non-competitive 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 better 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.

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In our generics business, to the extent that we succeed in being the first to market a generic version of a significant questions have arisen regardingproduct, and particularly if we obtain the safety, efficacy and potential for misuse180-day period of certain over-the-counter medicine products. Litigation, particularlymarket exclusivity in the United States sometimes gives riseprovided 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 these questions. As a result, health authorities aroundcompetitor’s introduction of the worldequivalent product or the launch of an authorized generic. Prices of generic drugs typically decline, often dramatically, especially as additional generic pharmaceutical companies receive approvals and enter the market for a given product. 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, has decreased in recent years and may decrease in future years in comparison to those available in the past. Patent challenges have begun to re-evaluate some important over-the-counter products, leading to restrictions onbecome more difficult in recent years. Additionally, we increasingly share the sale180-day exclusivity period with other generic competitors, which diminishes the commercial value of some of them and even the banning of certain products. For example,exclusivity. Also, as generic competition has increased in 2010,recent years, there has been a corresponding increase in multiple generic applicants sharing available 180-day exclusivity periods as well as strict enforcement by the U.S. FDA undertook a review of one cough medicine ingredient to consider whether over-the-counter salesin its enforcement of the ingredient remained appropriate. Whilerequirements for a first applicant’s eligibility for a 180-day exclusivity period, which reduces the economic benefit from being first-to-file for generic applications.

Further, in recent years the goals established under the Generic Drug User Fee Act, and increased funding of the U.S. FDA’s Office of Generic Drugs, have led to more and faster generic approvals, and consequently increased competition. The U.S. FDA has established new steps to enhance competition, promote access and lower drug prices and is approving record-breaking numbers of generic applications. While these improvements are expected to benefit our generic product pipeline, they will also benefit competitors that seek to launch products in established generic markets where we currently offer products.

Our generics business is also facing increasing competition from brand-name manufacturers who do not face any significant regulatory approvals or barriers to date, changedenter into the ingredient’s status, further regulatorygenerics market. These brand-name companies sell generic versions of their products to the market directly or legislative action may follow. Additional actionsby 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 litigation regardingdecrease 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 possibleabout to face generic competition, or pricing the branded product at a discount equivalent to generic pricing.

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. In addition, our increased focus on innovative and specialty pharmaceuticals requires much greater use of a direct sales force than does our core generic business.

Our ability to realize significant revenues from direct marketing and sales activities depends on our ability to attract and retain qualified sales personnel. Competition for qualified sales personnel is intense. We may also need to enter into co-promotion, contract sales force or other such arrangements with third parties, for example, where our own direct sales force is not large enough or sufficiently well-aligned to achieve maximum penetration in the future. Ifmarket. Any failure to attract or retain qualified sales personnel or to enter into third-party arrangements on favorable terms could prevent us from successfully maintaining current sales levels or commercializing new innovative and specialty products. 

We have concentrations of sales to certain customers that increases our credit risks. Consolidation among distributors and pharmaceutical companies could increase this risk, and also adversely impact our business prospects.

In the U.S. FDA or another regulator wereUnited States, similar to review one or moreother pharmaceutical companies, we sell our products through wholesale distributors and large retail chains in addition to hospitals, pharmacies and other groups. During the year ended March 31, 2018, our ten largest customers accounted for 77% of our over-the-counter products for such purposes,North America Global Generics segment’s revenues. We are exposed to a concentration of credit risk in respect of these customers. Drug wholesalers and if such reviewretail drug chains have undergone, and are continuing to undergo, significant consolidation. This consolidation has resulted in these groups gaining additional purchasing leverage and, consequently, increasing the U.S. FDA or another regulator charging us with violations applicableproduct pricing pressures facing our business. We expect this trend of increased pricing pressures to such product, itcontinue. Such pressures have reduced, and could continue to reduce, our revenue, margins and profitability.

Additionally, the emergence of large buying groups representing independent retail pharmacies, and the prevalence and influence of managed care organizations and similar institutions, creates competition among pharmaceutical companies to have a significant adverse effecttheir products included in the formulary of those groups and enables those groups to extract price discounts on our salesproducts.

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The traditional model for distribution of such over-the-counterpharmaceutical products and, thus, our overall profitability.

We have operations in certain countries susceptible to political and economic instability that could lead tois also undergoing disruption or other adverse impacts upon such operations.

We expect to derive an increasing portion of our sales from regions such as Latin America, Russia and other countries of the former Soviet Union, Central Europe, Eastern Europe and South Africa, all of which may be more susceptible to political and economic instability. For example, there has been severe political instability in Ukraine following civilian riots and political unrest which began in November 2013, destabilization of the Ukrainian President’s office in February 2014, and subsequent military action in the country operating under a temporary government. As a result of ongoing conflictthe entry or potential entry of new competitors and significant mergers among key industry participants. For example, Amazon Inc. has recently made initial moves to develop a pharmaceutical distribution business. Also, the consolidation resulting from the merger between CVS Health and Aetna, along with Cigna’s proposed acquisition of Express Scripts, if consummated, is expected to create a vertically integrated organization with increased control over the physician and pharmacy networks and, ultimately, over which medicines are sold to patients. In addition, several major hospital systems in the region, the United States and the European Union have imposed sanctions on certain individuals and companies in Ukraine and Russia. Political instability in the region has combinedU.S. Department of Veterans Affairs announced a plan to form a nonprofit company that will provide U.S. hospitals with low worldwide oil prices that significantly devalued the Russian rouble and may continue to have a negative impact on the Russian economy. In addition, the Ukrainian hryvnia also experienced significant devaluation in 2014.

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.

Significant portions of our manufacturing 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 may, therefore, be denied accessgeneric drugs. In January 2018, Amazon Inc., Berkshire Hathaway Inc. and JPMorgan Chase & Co., announced that they plan to join forces by forming an independent health care company for their combined one million U.S. employees. Initiatives like these are expected to further increase competition and enhance price erosion. These changes to the traditional supply chain could lead to our 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 sell our products, or in which our operations are located, due to economic, legislative, political and military conditions, including hostilities and acts of terror, in 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 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 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 products, and which may be publicized by the media. Even if such reports are inaccurate or misleading, in whole or in part, they may nonetheless result in claims against us for alleged product defects.

Under the current regulatory scheme in the United States, branded drug manufacturers can independently update product labeling through the “changes being effected” (“CBE”) supplement process, but a generic manufacturer is only permitted to use the CBE process to update its label if the branded drug manufacturer changes its label first. This can prevent generic manufacturers from complying with state law warning requirements and, as a result, state product liability suits based on failure-to-warn and design defect claims against generics manufacturers have generally been determined to be preempted by Federal law.

Following the United States Supreme Court’s June 2013 ruling inMutual Pharmaceutical Co. v. Bartlett upholding such preemption and immunity of generic manufacturers, the U.S. FDA proposed a new rule in November 2013 that would allow generic manufacturers to independently update product labeling through the CBE supplement process. If the U.S. FDA’s proposed new rule is adopted, it may eliminate this preemption and increase our potential exposure to lawsuits relating to product safety, side effects and warnings on labels. This new potential exposure to lawsuits may also increase the risk that, in the future, we may not be able to obtain the type and amount of coverage we desire at an acceptable price and self-insurance may become the sole commercially reasonable means available for managing the product liability risks of our business.

Additionally, the proposed rule is likely to increase management and operating costs as a result of the need to set up database and software systems to monitor and track changes made, revisit internal processes regarding product label changes by regulatory teams, enable signal detection by pharmacovigilance and make changes in packaging and logistics involving our supply chain teams. Any failure to do this adequately can lead to an increase in our potential exposure to product liability claims and litigation.

The risk of exposure to lawsuits is likely to increase as we develop our own new patented products, or limited competition/complex products, such as injectables or biosimilars, in addition to making generic versions of drugs that have been in the market for some time. In addition, 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.

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 depends, 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 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.

India

India recently enacted the National Pharmaceuticals Pricing Policy, 2012. As a result, hundreds of drugs on India’s National List of Essential Medicines were identified and subjected to price controls in India. On May 15, 2013, the Department of Pharmaceuticals released Drugs (Price Control) Order, 2013 governing the price control mechanism for 348 drugs listed in the National List of Essential Medicines. As per this order, the prices of each of the drugs are determined based on the average of all drugs having an Indian market share of more than 1% by value. The individual drug price notifications for a majority of the products have been released by the National Pharmaceutical Pricing Authority. For the year ended March 31, 2014, based on these notifications, we were adversely impacted by approximately 4% (annualized impact) of our revenues from sales of all of our formulation products in India.

United States

In the United States, numerous proposals that would affect changes in the health care system have been introduced in Congress and in some state legislatures.

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”), 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. The PPACA imposes additional rebates, discounts and fees, mandates certain reporting and contains various other requirements that could adversely affect our business, as more particularly described under “Patient Protection and Affordable Care Act” in our Global Generics segment’s discussion of U.S. Government regulations below in Item 4.B. ‘Business overview’.

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 the PPACA that prohibit the use of preexisting condition exclusions, eliminate lifetime and annual dollar limits on benefits, restrict contract rescissions, and provide patient protections.

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 the PPACA and related legislation. CMS accepted comments on this proposed rule through April 2, 2012, and issuance of the final rule by CMS is pending.

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.

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

Germany

In Germany, 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 has led to a significant decline in the prices for our products and impacted 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.

European Union

The European Union enacted the European Falsified Medicines Directive (Directive 2011/62/EU) to reform the rules for importing into the European Union active substances for medicinal products for human use. As of January 2, 2013, all imported active substances must have been manufactured in compliance with standards of good manufacturing practices (“GMP”) at least equivalent to the GMP of the European Union. The manufacturing standards in the European Union for active substances are those of the “International Conference for Harmonisation” – ICH Q7. The provisions of the Directive are intended to reduce the risk of counterfeit medicines entering the supply chain.

Russia

During the fiscal year ended March 31, 2012, Russia introduced Federal Law # 323, titled “On the Foundations of Healthcare for Russian Citizens”. This 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 include 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.

The Eurasian Economic Union (“EEU”), whose member states are Russia, Belarus, Kazakhstan, Armenia, and Kyrgyzstan, officially started functioning on January 1, 2015. Among other things,, the member states of the EEU signed an international agreement establishing common principles and rules of functioning of the market for medicines within the EEU, which agreement will be effective starting on January 1, 2016.

In March 2015, Russia enacted amendments to Article 61 of the Federal Law ‘On Circulation of Medicines’, which amendments create new rules for the registration, manufacture and quality control of medicines, including new rules for the calculation and registration of the maximum retail prices of vital and essential medicines established by the list of “Essential and Vital Drugs” (also known as the “ZhNVLS”).

In January 2015, the Russian government enacted the Priority Action Plan for sustainable economic and social stability development in 2015, which includes a number of impacts on the pharmaceutical industry.

Other

Governments throughout the world heavily regulate the marketing of pharmaceutical 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. In certain countries certain prescribed marketing codes or guidelines are required to be followed by the pharmaceutical companies. Although our company policies prohibit our employees and third party distributors from violating such regulations, we may not be able to completely 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, which may have a material adverse effect on our reputation and our business, financial condition or results of operations.

The use of tender systems and other forms of price control could reduce prices for our products or reduce our market opportunities.

A number of markets in which we operate have implemented or may implement tender systems in an effort to lower prices. Under such tender systems, manufacturers submit bids which establish prices for generic pharmaceutical products. Upon winning the tender, the winning company will receive a preferential reimbursement for a period of time. The tender system often results in companies underbidding one another by proposing low pricing in order to win the tender.

For example, this has resulted in more than 90% of generic products currently sold in German retail outlets being supplied through contracts procured in competitive bidding tenders, thereby causing significant pressure on product margins.

Certain other countries may consider the implementation of a tender system or other forms of price controls. Even if a tender system is ultimately not implemented, the anticipation of such could result in price reductions. Failing to win tenders, or the implementation of similar systems or other forms of price controls in other markets leading to further price declines, could have a material adverse effect on our business, financial condition, results of operations, cash flows, and/or share price.

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 depends, 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 productsincreased negotiation leverage and to defend our intellectual property rights. If we fail to adequately protect our intellectual property, competitors may manufactureadditional pricing pressure 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.

price erosion.

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 may be breached and we may 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. Therefore, despite all of our information security systems and practices, we may still not be able to ensure 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, sales of our generic products may be adversely impacted.

Many pharmaceutical companies increasingly have used state and federal legislative and regulatory means to delay or eliminate 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;

·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;

 

introducing “next-generation” products prior to the expiration of market exclusivity for the reference product, which often materially reduces the demand for the generic or the reference product for which we seek regulatory approval;

·introducing “next-generation” products prior to the expiration of market exclusivity for the generic product, which often materially reduces the demand for the generic product for which we seek regulatory approval;

 

obtaining extensions of market exclusivity by conducting clinical trials of brand drugs in pediatric populations or by other methods;

·obtaining extensions of market exclusivity by conducting clinical trials of brand drugs in pediatric populations;

 

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

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

 

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

·using the Citizen Petition process to request amendments to U.S. FDA standards on testing bio-equivalence;

 

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

·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;

·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

·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;

 

·seeking patents on methods of manufacturing certain active pharmaceutical ingredients;

seeking patents on methods of manufacturing certain active pharmaceutical ingredients.

·attempting to use the legislative and regulatory process to have drugs reclassified or rescheduled; and

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, leading to a material adverse effect on our results of operations, financial condition and cash flows.

·entering into agreements with pharmacy benefit management companies that have the effect of blocking the dispensing of generic products.

If sales of authorized generic products are restricted, our sales of certain authorized 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 form of Citizen Petitions filed with the U.S. FDA, lawsuits alleging violation of the antitrust 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 Representatives that would have prohibited the marketing of authorized generics during the 180-day period of ANDA exclusivity under the Hatch-Waxman Act. If distribution of authorized generic versions of brand products is otherwise restricted or found unlawful, our results of operations, financial condition and cash flows could be materially adversely affected.

If we are unable to defend ourselves in patent challenges, we could be subject to injunctions preventing us from selling our products, or we could be subject to substantial liabilities that could adversely affect our profits. Further, our patent settlement agreements with the innovators may face government scrutiny, exposing us to significant damages

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 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.

Further, we have been involved in various litigations involving challenges to the validity or enforceability of registered patents and therefore settling said patent litigations has been and is likely to continue to be an important part of our business. Parties to such settlement agreements in the U.S., including us, are required by law to file them with the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice for review. The FTC has publicly stated that, in its view, some of the brand-generic settlement agreements violate the antitrust laws and has brought actions against some brand and generic companies that have entered into such agreements. For example, in May 2015, Teva Pharmaceutical Industries agreed to a $1.2 billion settlement with the FTC to resolves anti-competition charges over sales of Provigil, a sleep-disorder prescription drug. Accordingly, we may receive formal or informal requests from the FTC for information about a particular settlement agreement, and there is a risk that the FTC may commence an action against us alleging violations of the antitrust laws.

Such settlement agreements may further expose us to claims by purchasers of the products for unlawfully inhibiting competition.

Similarly, the European Commission (“EU Commission”) has placed European operations of several brand and generic companies, under intense scrutiny in connection with its inquiry into possible anticompetitive conditions in the European pharmaceutical sector. More generally, there is a risk that the increased scrutiny of the European pharmaceutical sector may lead to changes in the regulation of our business that would have an adverse impact on our results of operations in Europe.

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.

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 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 have a material adverse effect on our results of operations, financial condition and cash flows.

Research and development efforts invested in our differentiated formulations pipeline may not achieve expected results.

In our Proprietary Products segment, our business model focuses on building a pipeline in the therapeutic areas of neurology and dermatology. We must invest increasingly significant resources to develop differentiated products, both through our own efforts and through collaborations, in-licensing and acquisition of products from or with third parties. The development of differentiated products involves processes and expertise different from those used in the development of generic drugs, which increases the risks of failure. During each stage, we may encounter obstacles that delay the development process and increase expenses, leading to significant risks that we will not achieve our goals and may be forced to abandon a potential product in which we have invested substantial amounts of time and money. These obstacles may include: preclinical failures; difficulty enrolling patients in clinical trials; delays in completing formulation and other work needed to support an application for registration; adverse reactions or other safety concerns arising during clinical testing; insufficient clinical trial data to support the safety or efficacy of the product candidate; and failure to obtain, or delays in obtaining, the required regulatory approvals for the product candidate or the facilities in which it is manufactured.

Because of the amountsamount of capital required to be invested in augmenting our differentiated products pipeline, in some cases we are reliant on partnerships and joint ventures with third parties, and consequently face the risk that some of these third parties may fail to perform their obligations, or fail to reach the levels of success that we are relying on to meet our revenue and profit goals. Accordingly,

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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 investmentproducts.

Our businesses are operating in an ever more challenging environment, with significant pressures on the pricing of our products and on our ability to obtain and maintain satisfactory rates of reimbursement for our products by governments, insurers and other payors. The growth of overall healthcare costs as a percentage of gross domestic product in many countries means that governments and payors are under intense pressure to control healthcare spending even more tightly than in the past.

These pressures are particularly strong given the persistently weak economic and financial environment in many countries and the increasing demand for healthcare resulting from the aging of the global population and associated increases in non-communicable diseases. These pressures are further compounded by consolidation among distributors, retailers, private insurers, managed care organizations and other private payors, which can increase their negotiating power. In addition, these pressures are augmented by intense publicity regarding the pricing of pharmaceuticals by our competitors, as well as government investigations and legal proceedings regarding pharmaceutical pricing practices. In many countries in which we currently operate, including India, pharmaceutical prices are subject to regulation. Our products continue to be subject to increasing price and reimbursement pressure that can limit the revenues we earn from our products in many countries due to, among other things:

·the existence of government-imposed price controls, tender systems, mandatory discounts and rebates, and pricing transparency mandates;

·removal of drugs from government reimbursement schemes (for example products determined to be less cost-effective than alternatives);

·increased difficulty in obtaining and maintaining satisfactory drug reimbursement rates;

·increase in cost containment policies related to health expenses in the context of economic slowdown;

·more demanding evaluation criteria applied by Health Technology Assessment (“HTA”) agencies when considering whether to cover new drugs at a certain price level; and

·more governments using international reference pricing to set the price of drugs based on international comparisons.

We expect these efforts to continue 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.

In addition, there has been legislation and legislative proposals concerning drug prices and related issues, including the perceived need to bring more transparency to drug pricing, reviewing the relationship between pricing and manufacturer patient programs, and reforming government program reimbursement methodologies for drugs.

Opposition to free trade agreements and changes in trade policies of countries in which we operate could adversely affect the pricing and demand for our products.

Opposition to free trade agreements was an important component of the campaign platform of the new U.S. administration, and there are ongoing efforts to achieve that goal. For example, the United States recently withdrew from the Trans-Pacific Partnership (“TPP”) free trade agreement. Any such changes in free trade agreements could, among other things, interfere with free trade in goods, impose additional customs duties or tariffs, increase the costs and difficulties of international transactions and potentially disturb the international flow of goods and, in particular, trade between the United States and other countries, and thus may have a material adverse effect on our financial performance.

Any new tariffs or other changes in U.S. trade policy could trigger retaliatory actions by affected countries, potentially escalating and resulting in “trade wars”. For example, in March and April 2018, the U.S. government announced new tariffs on steel and aluminum from China, as well as more than 1,300 other Chinese exports. In response, the Chinese government announced that it would enact retaliatory tariffs on more than 100 American products. Trade policy changes or internal policy changes such as these can result in increased costs for goods, which may reduce customer demand for these products if the parties having to pay those tariffs increase their prices, or in increased costs to trading partners. If these consequences are realized, they may materially and adversely affect our sales and our business.

Our success depends on our ability to successfully develop and commercialize new 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 biosimilar to their branded counterparts, either directly or in partnership with contract research organizations. The development and commercialization process, particularly with respect to proprietary products and biosimilars, 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 or 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.

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Our research and development efforts are increasingly dependent on collaborating with third party partners and contract research organizations which have the capability to handle complex technologies and products. Lack of innovativeeffective project management at our end, or any failure to manage collaboration arrangements among multiple partners, may pose significant risks to product development, to our ability to obtain requisite regulatory approvals in a timely manner, and to our ability to successfully and profitably produce and market such products.

Additionally, if we fail to adequately protect critical proprietary or confidential information or associated intellectual property rights or fail to manage third party partners and contract research organizations that our business depends on, it might have a material adverse impact on our product development execution.

From time to time we also acquire in-process research and development assets, which require significant resources and expenses to continue to develop, both through our own efforts and through collaborations. Because of the inherent risk associated with research and development efforts in our industry, including the high cost and uncertainty of conducting clinical trials (where required), such efforts may not result in the successful introduction of new pharmaceutical products approved by the relevant regulatory bodies.

For example, during the year ended March 31, 2017, we acquired eight Abbreviated New Drug Applications in the United States from Teva Pharmaceutical Industries Limited (“Teva”) and an affiliate of Allergan plc.  The consideration for such purchase was U.S.$350 million in cash at closing, which was funded through borrowings from certain institutional lenders. Our results of operations may suffer if these products are not timely developed, approved or successfully commercialized.

Failure to maintain supply of compliant, quality product.

We may experience difficulties, delays and interruptions in the manufacturing and supply of our products for various reasons, including among other reasons:

·demand significantly in excess of forecast demand, which may lead to supply shortages (this is particularly challenging before the launch of a new product);

·supply chain disruptions, including those due to natural or man-made disasters at one of our facilities or at a critical supplier or vendor;

·delays in construction of new facilities or the expansion of existing facilities, including those intended to support future demand for our products (the complexities associated with biologics facilities, especially for drug substance, increases the probability of delay);

·the inability to supply products due to a product quality failure or regulatory agency compliance action such as license withdrawal, product recall or product seizure; and

·other manufacturing or distribution problems, including changes in manufacturing production sites, limits to manufacturing capacity due to regulatory requirements, changes in the types of products produced, or physical limitations or other business interruptions that could impact continuous supply.

We also manufacture and sell a number of sterile products, including oncology products, which are technically complex to manufacture, and require sophisticated environmental controls. Because the production process for such products is so complex and sensitive, any production failures may lead to lengthy supply interruptions.

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. 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 involveadversely 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.

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The use of tender systems and other forms of price control could reduce prices for our products or reduce our market opportunities.

A number of markets in which we operate have implemented or may implement tender systems in an effort to lower prices. Under such tender systems, manufacturers submit bids which establish prices for generic pharmaceutical products. Upon winning the tender, the winning company will receive a preferential reimbursement for a period of time. The tender system often results in companies underbidding one another by proposing low pricing in order to win the tender.

For example, this has resulted in more than 90% of generic products currently sold in German retail outlets being supplied through contracts procured in competitive bidding tenders, thereby causing significant costs with no assurancespressure on product margins.

Certain other countries may consider the implementation of future revenuesa tender system or profits.other forms of price controls. Even if a tender system is ultimately not implemented, the anticipation of such a system could result in price reductions. Failing to win tenders, or the implementation of similar systems or other forms of price controls in other markets leading to further price declines, could have a material adverse effect on our business, financial condition, results of operations, cash flows, and/or share price.

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 where we have production facilities, we are subject to significant environmental laws and regulations that 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

We may be susceptible to significant product liability claims that are not covered by insurance.

Our business inherently exposes us to potential product liability 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 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 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 products, and which may be publicized by the media. Even if such reports are inaccurate or misleading, in whole or in part, they may nonetheless result in claims against us for alleged product defects.

Under the current regulatory scheme in the United States, branded drug manufacturers can independently update product labeling through the “changes being effected” (“CBE”) supplement process, but a generic manufacturer is only permitted to use the CBE process to update its label if the branded drug manufacturer changes its label first. This can prevent generic manufacturers from complying with state law warning requirements and, as a result, state product liability suits based on failure-to-warn and design defect claims against generics manufacturers have generally been determined to be preempted by Federal law. 

Following the United States Supreme Court’s June 2013 ruling inMutual Pharmaceutical Co. v. Bartlett upholding such preemption and immunity of generic manufacturers, the U.S. FDA had proposed a new rule in November 2013 that would have allowed generic manufacturers to independently update product labeling through the CBE supplement process. If the U.S. FDA’s proposed new rule was adopted, it may have eliminated this preemption and increased our overall operating expensespotential exposure to lawsuits relating to product safety, side effects and warnings on labels. This new potential exposure to lawsuits would also have increased the risk that, in the future, we would not be able to obtain the type and amount of insurance coverage we desire at an acceptable price and self-insurance may become the sole commercially reasonable means available for managing the product liability risks of our business. After twice delaying publication of a final rule, the U.S. FDA withdrew its proposed rule during 2017. 

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The risk of exposure to lawsuits is likely to increase as we develop our own new patented products, or limited competition/complex products, such as injectable or biosimilar products, in addition to making generic versions of drugs that have been in the market for some time. In addition, 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.

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. If improperly handled or subjected to the wrong conditions, these materials could hurt our employees, 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 may decrease significantly.in the event we were found liable, and could also adversely impact our reputation.

We operate

In a worst case scenario, this could also result in a highly competitivegovernment 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 rapidly consolidating industry which maywould adversely affect our revenuesbusiness and profits.results of operations.

Our products face intense competition from products commercialized or under development by competitors

Class action lawsuits could expose us to significant liabilities, result in allnegative publicity, harm our reputation and have a material adverse effect on the price of our business segments basedADSs.

Shareholders of a public company sometimes bring securities class action lawsuits against the company following periods of instability in Indiathe market price of that company’s securities. As a public company grows in size, the risk of such litigations may increase. If we were to be sued in any such class action suit, irrespective of the merits of the underlying case, it could have adverse effects on us, including among other things: (a) a diversion of management’s time and overseas. Many of our competitors have greater financialattention and other resources and marketing capabilities than we do. Our competitors may succeed in developing technologies and products that are more effective, more popular or cheaper than any we may develop or license, thus rendering our technologies and products obsolete or uncompetitive, which would harmfrom our business and financial results.

Inoperations, which could harm our proprietary products business, manyresults of operations; (b) negative publicity, which could harm our competitors have greater experience than we do in clinical testing, human clinical trials, obtaining regulatory approvalsreputation and in marketing and selling of brand, innovative and consumer-oriented products. They may be ablerestrict our ability 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 better established. If competitors introduce new products or new variations on their existing products, our marketed products, even those protected by patents, may be replacedraise capital in the marketplace orfuture; (c) require us to incur significant expenses to defend the suit; and (d) if a claim against us is successful, we may be required to lowerpay significant damages and, in certain circumstances, to indemnify our prices.

directors and officers if they are named as defendants in the class action suit. Any of the foregoing could, individually or in the aggregate, have a material adverse effect on our financial condition and results of operations and/or the price of our ADSs.

We have operations in certain countries susceptible to political and economic instability that could lead to disruption or other adverse impacts upon such operations.

We expect to derive an increasing portion of our sales from regions such as Latin America, Russia and other countries of the former Soviet Union, Central Europe, Eastern Europe and South Africa, all of which may be more susceptible to political and economic instability. For example, as a result of severe political instability and conflict in Ukraine, the United States and the European Union have imposed sanctions on certain individuals and companies in Ukraine and Russia, including sanctions targeted at the Crimea region of Ukraine which was annexed by Russia. Political instability in the region, combined with low worldwide oil prices, resulted in significant devaluation of the Russian rouble. In addition, the Ukrainian hryvnia experienced significant devaluation in 2014 and 2015 and the Venezuelan bolivar experienced significant devaluation beginning in 2013 and continuing through 2018.

Furthermore, the currencies of certain other markets in which we operate (such as South African rands, Brazilian reals, Colombian pesos and Kazakhstan tenges) have undergone significant currency volatility in 2015 and 2016. Some of these are new markets that we have recently entered, and we may decide to enter other new markets in the future and thus may face additional risks arising out of political and economic instability.

We monitor significant political, legal, regulatory 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, regulatory 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.

Significant portions of our manufacturing 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 may, therefore, be denied access to our 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 sell our products, or in which our operations are located, due to economic, legislative, political and military conditions, including hostilities and acts of terror, in such countries.

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On June 23, 2016, the United Kingdom (“U.K.”) held a remain-or-leave referendum on its membership within the European Union (“EU”), the outcome of which was a decision for the U.K. to exit from the EU (the “Brexit”) effective as of March 29, 2019. A process of negotiation will likely determine the future terms of the U.K.’s relationship with the EU, as well as whether the U.K. will be able to continue to benefit from the EU’s free trade and similar arrangements. As pharmaceutical legislation in the U.K. is largely derived from the EU law and relies on mutual recognition of decision making, implementation of a number of practical steps is required before the U.K. exits the EU. Until the Brexit negotiation process is completed, it is difficult to anticipate the potential impact on our operations. As the process of Brexit evolves, we will continue to assess its impact on us.

In our generics business,addition, following the Brexit vote in the U.K., the EU has decided to move the headquarters of the EU's health authority, the EMA, from the U.K. to the extentNetherlands by March 2019. It is expected that a significant percentage of the current employees of the EMA will decide not to make the move to the Netherlands. This raises the possibility that new drug approvals in the EU could be delayed as a result.

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 public 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.

We operate in certain jurisdictions that experience 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. In many less-developed markets, we succeedwork with third-party distributors and other agents for the marketing and distribution of our products. Although our policies prohibit these third parties from making improper payments or otherwise violating these anti-bribery laws, any lapses in beingcomplying with such anti-bribery laws by these third parties may adversely impact us. 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 firstnon-compliance of these third parties under applicable laws and regulations, including the U.S. Foreign Corrupt Practices Act. Compliance with the U.S. Foreign Corrupt Practices Act and other anti-bribery laws has been subject to increasing focus and activity by regulatory authorities in recent years. We may be subject to injunctions or limitations on future conduct, be required to modify our business practices and compliance programs and/or have a compliance monitor imposed on us, or suffer other criminal or civil penalties or adverse impacts, including lawsuits by private litigants or investigations and fines imposed by local authorities.

We need to constantly review and update our compliance program to keep it current and active. If we fail to do so, our vulnerabilities may increase and our controls may be found to be inadequate.

Actions by our employees, or third-party intermediaries acting on our behalf, in violation of such laws, whether carried out in the United States or elsewhere, may expose us to liability for violations of such anti-bribery laws and accordingly may have a material adverse effect on our reputation and our business, financial condition or results of operations.

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 versionproduct 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 product,as they may be measured by a royalty on our sales or by the profits lost by the patent owner and particularly ifnot by the profits we obtainearned.

Because of the 180-day perioddiscount 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 market exclusivitya willful infringer, the definition of which is unclear, these damages may even be trebled.

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 United States providedpatent-related risks.

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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 have a material adverse effect on our results of operations, financial condition and cash flows.

Any failure to comply with the complex reporting and payment obligations under the Hatch-Waxman ActMedicare and Medicaid programs or other laws regulating marketing practices may result in litigation or sanctions and adversely impact our business.

The U.S. laws and regulations regarding Medicare and/or Medicaid reimbursement and rebates and other governmental programs are complex. Some of 1984, as amended, our sales and profit can be substantially increasedthe applicable laws may impose liability even in the period following the introductionabsence of a specific intent to defraud. The subjective decisions and complex methodologies used in making calculations under these programs are subject to review and challenge, and it is possible that such product and prior to a competitor’s introduction of the equivalent product or the launch of an authorized generic. Prices of generic drugs typically decline, often dramatically, especially as additional generic pharmaceutical companies receive approvals and enter the market for a given product. 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, has decreasedreviews could result in recent years and may decrease in future years in comparison to those availablematerial changes in the past. Patent challengescalculation outcomes. In addition, government authorities have become more difficult in recent years. Additionally, we increasingly share the 180-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 barriersleverage to persuade pharmaceutical companies to enter into the generics market. These brand-name companies sell generic versions of their productscorporate integrity agreements, which can be expensive and disruptive 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.operations.

Our competitors, which include major multinational corporations, are consolidating, and the strength

If any of the combined companiesabove queries and/or investigations were to result in a lawsuit that was determined adversely to us or in a large cash settlement, it could affect our competitive position in all ofrequire us to pay significant amounts and may have a material adverse effect on our business, areas. Furthermore, if oneresults 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. In addition, our increased focus on innovativeoperations, financial condition and specialty pharmaceuticals requires much greater use of a direct sales force than does our core generic business. Our ability to realize significant revenues from direct marketing and sales activities depends on our ability to attract and retain qualified sales personnel. Competition for qualified sales personnel is intense. We may also need to enter into co-promotion, contract sales force or other such arrangements with third parties, for example, where our own direct sales force is not large enough or sufficiently well-aligned to achieve maximum penetration in the market. Any failure to attract or retain qualified sales personnel or to enter into third-party arrangements on favorable terms could prevent us from successfully maintaining current sales levels or commercializing new innovative and specialty products.cash flows.

If we have difficulty in identifying 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 regulatory approvals, including the approval of antitrust regulatory bodies.

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.

·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 or 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.

Our Proprietary Products segment, particularly our Specialty businesses in the United States, faces intense competition from companies that are more entrenched than we are or have greater resources than ours.

Our risk profile for our Proprietary Products segment is lower than the comparable risk profile of companies working with completely novel entities. Nevertheless, the risk that the businesses in this segment face is higher than that of the Generics business due to several factors outlined below.

Market penetration requires successful commercial positioning in relation not only to past therapies but also new competitors. All of the therapeutic areas in which we compete have many active competitors, each vying for market share in similar indications with products that may have some similar attributes. As such, success in our Proprietary Products segment requires the ability to strategically differentiate our offerings from those of our competitors, which often requires time and investment in additional clinical Health Economics and Outcomes Research (“HEOR”) studies and Real World Evidence (“RWE”) studies, and brings with it the typical uncertainty of outcome that faces many clinical studies. An additional emerging challenge is access to physicians, who can explicitly refuse to see our sales representatives, and new approaches need to be found to provide them with the information required in order to make informed and appropriate prescription decisions. Further, as payors demand more evidence of economic benefit via additional post-marketing studies, gaining favorable coverage is becoming a hurdle. While the impact of these challenges is currently limited, they could potentially become significant in the future.

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Even if we are able to successfully integratedifferentiate our acquisitionsproducts, favorable unrestricted reimbursement from payors for our products is necessary in accordance withorder to compete effectively. Typically, a managed care plan relies on a committee comprised of physicians and other decision makers and influencers to decide which drugs will appear on its formulary. The randomized clinical trial data generated to obtain U.S. FDA approval will no longer be sufficient to gain a favorable access decision. Without our business strategy.

The initial rationale forproducts having a reasonable position on the acquisition may not remain viable due to a varietyformulary 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.

We maymanaged care plans, patients will not be able to retainobtain access to our products and physicians become less likely to prescribe our products. Furthermore, even after we contract for access on managed care formularies, we often have to provide additional point-of-sale discounts to patients in order to make their out-of-pocket payments affordable. This has been exacerbated by the skilled employeesgrowing proliferation of high deductible health plans in the U.S., as employers transfer a greater share of healthcare costs to their employees. All of these are necessary in this business segment, in addition to the aggressive rebates, as all managed care plans attempt to aggressively direct their patients towards generic medicines due to their lack of belief in differentiation or overall cost improvement. Therefore, without heavy investments and experienced managementnew generation of addition clinical data, HEOR and RWE to address the skepticism of meaningful differentiation, our products will not obtain favorable coverage.

Additionally, because the Specialty business of our Proprietary Products segment works primarily with known active molecules, there remains a risk that these product are easier to engineer around than products possessing composition of matter patents. Although we strive to create a robust intellectual property ring fence around these assets, the products in our U.S. Specialty business portfolio may nonetheless enjoy fewer years of exclusivity than traditional innovative products.

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.

In recent years, significant questions have arisen regarding the safety, efficacy and potential for misuse of certain over-the-counter medicine products. Litigation, particularly in the United States, sometimes gives rise to these questions. 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. If the U.S. FDA or another regulator were to review one or more of our over-the-counter products for such purposes, and if such review resulted in the U.S. FDA or another regulator charging us with violations applicable to such product, it could have a significant adverse effect on our sales of such over-the-counter products and, thus, our overall profitability.

Impairment charges or write downs in our books could have a significant adverse effect on our results of operations and financial results.

A substantial portion of the value of our assets pertains to various intangible assets and goodwill. The proportion of the intangible assets and goodwill to our total assets could increase significantly as we pursue various growth strategies. The value of these intangible assets and goodwill could be substantially impaired upon indications of impairment, with adverse effects on our financial condition and the value of our assets.

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

In certain markets, 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 such products declines in the future, our business, financial position and results of operations could be materially adversely affected.

From time to time we enter new markets, and face risks arising out of our limited knowledge of the market and the customs, laws and regulatory systems that may apply.

From time to time we enter new markets in which we have limited knowledge of the market and the customs, laws, regulatory, political and social systems that may apply. Our success in these new markets is dependent upon the acceptability of our product and brand, the ease of doing business in such market and various other social and economic factors that may be necessaryspecific to operatesuch market. Further, limitations by the businesseslocal authorities of repatriation of generated funds may pose a risk to our success in these new markets. Our sales and profit margins may be adversely affected if we acquire. fail to provide competitive options in the market or our brands fail to gain acceptability in the market.

If we cannot retainare 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 depends, 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.

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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 personnel,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 may be breached and we may 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. Therefore, despite all of our information security systems and practices, we may still not be able to locate or hire new skilled employees and experienced managementensure the confidentiality of information relating to replace them.

such products.

We may purchase a company that has contingent liabilities that include, among others, known or unknown patent or product liability claims or 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, our equity shares may be significantly diluted and may result in a reduction 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. Also, an increasing proportion of our alliances begin with research and development. Our results of operations may suffer if existing joint venture or collaboration partners withdraw, or if these products are not timely developed, approved or successfully commercialized. We cannot guarantee the successful outcome of such efforts, nor that they will result in any intellectual property rights or products that inure to our benefit.

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, joint ventures 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 joint ventures 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 joint ventures 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 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. 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 beare unable to fulfill all of the API needs of our Global Generics segment, which could resultdefend ourselves 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 delivery of our products to our customers, our relationships with the adversely affected customers could be harmed andpatent challenges, we could be subject to contractually imposed financial penalties and/injunctions preventing us from selling our products, or lawsuits, any of which maywe could be subject to substantial liabilities that could adversely affect our profits. Further, our patent settlement agreements with the innovators may face government scrutiny, exposing us to significant damages.

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, orwe are regularly subject to lawsuits and the ultimate outcome of litigation could adversely affect our results of operations.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 ANDA or NDA. 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.

Further, we have been involved in various litigations involving challenges to the validity or enforceability of registered patents and therefore settling such patent litigations has been and is likely to continue to be an important part of our business.

Parties to patent litigation settlement agreements in the United States, including us, are required by law to file them with the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice for review. The FTC has publicly stated that, in its view, some of the brand-generic settlement agreements violate the antitrust laws and has brought actions against some brand and generic companies that have entered into such agreements. Accordingly, such settlement agreements may expose us to antitrust violation claims.

Counterfeit versions of our products could harm our patients and reputation.

Our industry has been increasingly challenged by the vulnerability of distribution channels to illegal counterfeiting and the presence of counterfeit products in a growing number of markets and over the Internet. Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet the rigorous manufacturing and testing standards that our products undergo. Counterfeit products are frequently unsafe or ineffective, and can be potentially life-threatening. Counterfeit medicines may contain harmful substances, the wrong dose of the API or no API at all. However, to distributors and patients, counterfeit products may be visually indistinguishable from the authentic version.

Reports of adverse reactions to counterfeit drugs or increased levels of counterfeiting could materially affect patient confidence in the authentic product, and harm the business of companies such as ours. Additionally, it is possible that adverse events caused by unsafe counterfeit products would mistakenly be attributed to the authentic product. In addition, there could be thefts of inventory at warehouses, plants or while in-transit, which are not properly stored and which are sold through unauthorized channels.

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

A significant portion of our revenues are in currencies other than the Indian rupee, especially in the U.S. dollar, the Euro, the Russian rouble, Venezuelan bolivar 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, such as the devaluation of the Venezuelan bolivar that occurredbeginning in February 2013.2013 and continuing through 2018.

During the year ended March 31, 2015, the Venezuelan economy was adversely impacted by a significant decline in crude oil prices, leading to higher inflation rates and significantly delayed approvals for import payments.

On February 12, 2015, the Venezuelan government launched an overhaul of the exchange rate system and introduced a new exchange rate mechanism. The Marginal Currency System (known as “SIMADI”) is the third mechanism in the new three-tier exchange rate regime and allows for legal trading of the Venezuelan bolivar (“VEF”) for foreign currency with fewer restrictions than other mechanisms in Venezuela (CENCOEX and SICAD). As per the existing laws in Venezuela, payments towards the importation of pharmaceutical products qualify for the CENCOEX preferential rate of 6.3 VEF per U.S. dollar, and we have been receiving approvals at such preferential rate. As of March 31, 2015, our Venezuelan subsidiary had approximately U.S.$39 million payables to the parent company and our other subsidiaries towards the importation of pharmaceutical products. Although these payables are entitled to repayment at the CENCOEX preferential rate, if circumstances change such that a devaluation of the CENCOEX preferential rate occurs, or if payments towards the importation of pharmaceutical products no longer qualify for the CENCOEX preferential rate, it could result in a significant impact on our future revenues and results of operations.

Further, we may also be exposed to credit risks in some of the emerging markets from our customers on account of adverse economic conditions.

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

In the recent past and particularly since March 2013, the Indian rupee exchange rates as compared to the U.S. dollar have been highly volatile. In the year ended March 31, 2015, the Indian rupee depreciated by approximately 1.1% against the U.S. dollar. Such depreciation of the Indian rupee against the U.S. dollar has had positive benefits to our financial results. However, the Euro and Russian rouble depreciated by approximately 4.5% and 22.3%, respectively, against the Indian rupee during the year ended March 31, 2015. Such depreciation of foreign currencies has caused, and further depreciation in the future will cause, our foreign currency revenues as measured in Indian rupees to decrease, and thus adversely 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 concentrationsSince a large part of sales to certain customers that increases our credit risks. Consolidation among distributors and pharmaceutical companies could increase this risk, and also adversely impact our business prospects.

Incenters around the United States, similarchanges to other pharmaceutical companies, we sell our products through wholesale distributorsthe U.S. immigration laws could make it more difficult to obtain nonimmigrant work authorizations in the United States. There have been and large retail chains in addition to hospitals, pharmacies and other groups. During the year ended March 31, 2015, our ten largest customers accounted for approximately 87% of our North America Global Generics segment’s revenues. We are exposed to a concentration of credit risk in respect of these customers such that if one or more are affected by financial difficulty, it could materially and adversely affect our financial results. If the recent trend of consolidation among distributors continues, this risk may increase.

Furthermore, the recent trend of consolidation among distributors and pharmaceutical companies, both innovator and generic companies, could have an adverse impact on our business prospects as well as our customers’ choices and preferences. There has been increased concern by pharmaceutical companies and their investors and other stakeholders over geographic and customer concentration risks, as well as the implementation of counter-measures and risk mitigation strategies. Some of our key risk mitigation strategies, such as key account management and locking up customer relationships, are likelywill continue to be at risk from such consolidations. If our responsecalls for extensive changes to these changes is not adequateU.S. immigration laws regarding the admission of highly-skilled temporary and timely, our growth prospectspermanent workers.

There are some legislative proposals which, if passed and business can be adversely impacted.

Counterfeit versions of our productssigned into law, could harm our patients and reputation.

Our industry has been increasingly challenged by the vulnerability of distribution channelsadd further costs and/or restrictions to illegal counterfeiting and the presence of counterfeit products in a growing number of markets and over the Internet. Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet the rigorous manufacturing and testing standards that our products undergo. Counterfeit products are frequently unsafe or ineffective, and can be potentially life-threatening. Counterfeit medicines may contain harmful substances, the wrong dosesome of the API or no API at all. However, to distributorshigh-skilled temporary worker categories and, patients, counterfeit products may be visually indistinguishable from the authentic version.

Reportsin turn, our cost of adverse reactions to counterfeit drugs or increased levels of counterfeiting could materially affect patient confidencedoing business in the authentic product, and harm the business of companies such as ours. Additionally, it is possible that adverse events caused by unsafe counterfeit products would mistakenly be attributed to the authentic product. In addition, there could be thefts of inventory at warehouses, plants or while in-transit, which are not properly stored and which are sold through unauthorized channels. Public loss of confidence in the integrity of pharmaceutical products as a result of counterfeiting or theftUnited States may increase. This could have a material and adverse effect on our business, financial positionrevenues and results of operations and could cause the market value of our equity shares and ADSs to decline.operating results.

Significant disruptions of information technology systems, or breaches of data security or other cyber-attacks could adversely affect our business.

Our business is dependent upon increasingly complex and interdependent information technology systems, including Internet-based systems, to support our business processes as well as internal and external communications. In addition, our businesses and operating models increasingly depend on outsourcing and collaboration, which requires exchanging data and information. The size and complexity and interconnectivity of our computer systems make them potentially vulnerable to breakdown, malicious intrusion, computer viruses and computer viruses.other cyber-attacks. Although we have invested in measures to reduce these risks, we cannot be assured that these measures will be successful in preventing the compromise and/or disruption of our information technology systems and related data. Any such disruption may result in the loss, theft or unauthorized disclosure 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 result in reputational damage and could otherwise have a material adverse effect on our business, financial condition and results of operations. Further, increasing use of information technology (“IT”) systems in manufacturing processes would require us to manage issues arising out of human error and/or sabotage.

In our pursuit of operational excellence, several change management initiatives across our organization are currently in progress,ongoing, including but not limited to information technology automation in the areas of manufacturing, research and development, supply chain and shared services. During the year ended March 31, 2015, we initiated outsourcing ofWe have outsourced our IT hardware and applications in order to improve IT capability and performanceperformance. Any failure by such outsourced service providers to deliver timely and the initiative is currentlyin progress. Anyquality services and to co-operate with one another could create disruption, which could materially adversely affect our business or results of operations. Further, any failure by us to effectively manage such change initiatives or implement adequate controls in automation, security or availability of information technology systems cancould have a material adverse effects on our business.

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Increased outsourcing or use of cloud services for conducting our business requires highly secure controls to ensure adequate security of information, considering potential for sabotage as well as availability. Data integrity, confidentiality and data privacy requirements are increasingly concerning regulators, and are incorporated into legal contracts. While we have invested heavily in the protection of data and information technology to reduce these risks, there can be no assurance that our efforts or those of our third-party service providers would be sufficient to protect against data deterioration or loss in the event of a system malfunction, or prevent data from being stolen or corrupted in the event of a security breach.

We currentlyare subject to data privacy and security laws and regulations in many different jurisdictions and countries where we do notbusiness, and our or our partners’ failure to comply could result in fines, penalties, reputational damage, and could impact the way we operate our business.

We are subject to laws and regulations governing the collection, use and transmission of health information, including personal data. As the legislative and regulatory landscape for data privacy and protection continues to evolve around the world, there has been an increasing focus on privacy and data protection issues that may affect our business. For example, the European Union’s General Data Protection Regulation (“GDPR”) that became fully effective in May 2018, requires Companies to satisfy new requirements regarding the handling of personal and sensitive data and includes significant new penalties for non-compliance, with fines up to the higher of EUR 20 million or 4% of total annual worldwide revenue.

Other countries in which we do business have, any insuranceor are developing, laws governing the collection, use and transmission of personal information as well that may affect our business or require us to adapt our technologies or practices. Some countries, including India, are considering legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements.

These and similar initiatives could mitigateincrease the impact from all such risks.cost of developing, implementing or maintaining our IT systems and require us to allocate more resources to compliance initiatives thereby increasing our costs. In addition, a failure by us, or our third-party vendors, to comply with applicable data privacy and security laws could result in financial, legal, business, and reputational harm to us and could have a material adverse effect on the way we operate our business, our 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 and mobile 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 and mobile tools 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 or third parties 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, suchSuch 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 Social media posts could also contain information purported to be disclosed by us that is false or otherwise damaging, which could have a significant portionmaterial adverse effect on our reputation and the price of our net revenues, gross profit or net earnings from time to time.equity shares and ADSs.

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 such products declines in the future, our business, financial position and results of operations could be materially adversely affected.

Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.

Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure, including the Sarbanes Oxley Act of 2002, new SEC regulations, New York Stock Exchange rules, provisions of India’s Companies Act 2013, Securities and Exchange Board of India rules and Indian stock market listing regulations, create uncertainty for our company. These new or changed laws, regulations and standards may lack specificity and are subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards.

In particular, continuing compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal control over financial reporting requires the commitment of significant financial and managerial resources and our independent auditor’s independent assessment of the internal control over financial reporting. Further, India’s Companies Act 2013 requires companies listed in India to be compliant with provisions concerning “Internal Financial Controls”.

In connection with this Annual Report on Form 20-F for the year ended March 31, 2015, our management assessed our internal controls over financial reporting, and determined that our internal controls were effective as of March 31, 2015 based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As we continue to undertake management assessments of our internal control over financial reporting in connection with annual reports on Form 20-F for future years, any deficiencies uncovered by these assessments or any inability of our auditors to issue an unqualified opinion could harm our reputation and result in a loss of investor confidence in the reliability of our financial statements, which could cause the price of our equity shares and ADSs to decline.

The COSO has recently issued the new internal control framework (“COSO 2013”) that relies heavily on entity level controls and operational risks, in addition to controls over financial reporting. Our current management assurance systems are geared to respond to the earlier COSO framework, and we are currently in the process of transitioning to the COSO 2013 framework.

We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In addition, the new laws, regulations and standards regarding corporate governance may make it more difficult for us to obtain director and officer liability insurance. Further, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may face difficulties attracting and retaining qualified board members and executive officers, which could harm our business. If we fail to comply with new or changed laws or regulations and standards differ, our business and reputation may be harmed.

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.

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We operate in certain jurisdictions that experience 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. In addition, in many less-developed markets, we work with third-party distributors and other agents for the marketing and distribution of our products. Although our policies prohibit these third parties from making improper payments or otherwise violating these anti-bribery laws, any lapses in complying with such anti-bribery laws by these third parties may adversely impact us. 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.

Compliance with the U.S. Foreign Corrupt Practices Act and other anti-bribery laws has been subject to increasing focus and activity by regulatory authorities in recent years. We may be subject to injunctions or limitations on future conduct, be required to modify our business practices and compliance programs and/or have a compliance monitor imposed on us, or suffer other criminal or civil penalties or adverse impacts, including lawsuits by private litigants or investigations and fines imposed by local authorities.

Actions by our employees, or third-party intermediaries acting on our behalf, in violation of such laws, whether carried out in the United States or elsewhere, may expose us to liability for violations of such anti-bribery laws and accordingly may have a material adverse effect on our reputation and our business, financial condition or results of operations

Any failure to comply with the complex reporting and payment obligations under the Medicare and Medicaid programs or other laws regulating marketing practices may result in litigation or sanctions and adversely impact our business.

The U.S. laws and regulations regarding Medicare and/or Medicaid reimbursement and rebates and other governmental programs are complex. Some of the applicable laws may impose liability even in the absence of a specific intent to defraud. The subjective decisions and complex methodologies used in making calculations under these programs are subject to review and challenge, and it is possible that such reviews could result in material changes in the calculation outcomes. In the past several years, state and federal government agencies have conducted ongoing investigations of manufacturers’ reporting practices with respect to a drug’s average wholesale price (“AWP”) and wholesale acquisition cost (“WAC”), and in some cases have filed lawsuits in which they have alleged that reporting of inflated AWPs or WACs has led to excessive payments by Medicare and/or Medicaid for prescription drugs. In addition, we are notified from time to time of governmental investigations regarding marketing practices or pricing issues.

Responding to such queries and any resulting investigations or lawsuits is costly and unpredictable, and involves a significant diversion of management’s attention. Such allegations could, if proven or settled, result in significant monetary penalties and possible exclusion from Medicare, Medicaid and other programs. In addition, government authorities have significant leverage to persuade pharmaceutical companies to enter into corporate integrity agreements, which can be expensive and disruptive to operations.

If any of the above queries and/or investigations were to result in a lawsuit that was determined adversely to us or in a large cash settlement, it could require us to pay significant amounts and may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our success depends on our ability to successfully develop and commercialize new 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. The development and commercialization process, particularly with respect to proprietary products and biosimilars, 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 or 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.

Our research and development efforts are increasingly dependent on collaborating with third party partners and contract research organizations which have the capability to handle complex technologies and products. Lack of effective project management at our end, or any failure to manage collaboration arrangements among multiple partners, may pose significant risks to product development, to our ability to obtain requisite regulatory approvals in a timely manner, and to our ability to successfully and profitably produce and market such products. Additionally, if we fail to adequately protect critical proprietary or confidential information or associated intellectual property rights or fail to manage third party partners and contract research organizations that our business depends on, it might have a material adverse impact on our product development execution.

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. 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. 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.

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), timing of our retailers’ promotional programs and successful development and commercialization of limited competition and complex products. 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.

Impairment charges or write downsChanges in our books could have a significant adverse effect on our results of operations and financial results.

A substantial portiontax regulations of the value of our assets pertains to various intangible assets and goodwill. The proportion of the intangible assets and goodwill to our total assets could increase significantly ascountries we pursue various growth strategies. The value of these intangible assets and goodwill could be substantially impaired upon indications of impairment, with adverse effects on our financial condition and the value of our assets. For example, our financial performance for the years ended March 31, 2009 and 2010 was significantly impacted as a result of the impairments pertaining to our Germany operations.

There are inherent uncertainties involvedoperate in estimates, judgments and assumptions used in the preparation of financial statements in accordance with IFRS. Any future changes in estimates, judgments and assumptions used or necessary revisions to prior estimates, judgments or assumptions or changes in accounting standards could lead to a restatement or revision to previously issued financial statements.

The consolidated financial statements included in the periodic reports we file with the SEC are prepared in accordance with IFRS. The preparation of financial statements in accordance with IFRS involves making estimates, judgments and assumptions in areas such as valuation of inventories, sales returns, rebates and chargebacks provisions, determination of useful life of property, plant and equipment and intangible assets, assets and obligations relating to employee benefits, business combinations and contingencies. Estimates, judgments and assumptions are inherently subject to change in the future and any necessary revisions to prior estimates, judgments or assumptions could lead to a restatement. Furthermore, although we have recorded reserves for litigation related contingencies based on estimates of probable future costs, such litigation related contingencies could result in substantial further costs. Also, any new or revised accounting standards may require adjustments to previously issued financial statements. Any such changes could result in corresponding changes to the amounts of liabilities, revenues, expenses and income. Any such changes could have a material adverse effect on our business, financial condition, results of operations, cash flows, and/or share price.

There are risks associated with executing on our strategy.

There are risks associated with executing the strategies we adopt to achieve our core purpose as discussed in Item 4.B. below. Significant execution risks associated with our strategies include, but are not limited to:

developing and executing our complex product development, manufacturing and marketing strategies for North America and other key markets;

executing on our strategies for increasing our customer share and for key account management in our Active Pharmaceutical Ingredients (“API”) and Custom Pharmaceutical Services (“CPS”) businesses; and

executing our execution excellence and change management initiatives to ensure process safety, product quality and availability.

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

Currently, we are entitled to various tax benefits and exemptions under Indian tax laws, such as tax benefits on research and development spending and exemptions applicable to income derived from manufacturing facilities located in certain tax exempted zones. Any changes in these laws or their application may increase our tax liability and thus adversely affect our financial results.

The Union Budget, 2015 has proposed

For instance, presently under Indian tax laws, weighted deduction on research and development activities is available at 150% which will be reduced to reduce the rate100% commencing April 1, 2020. Further, Special Economic Zone (“SEZ”) units commencing manufacture or production of corporatearticle and things after April 1, 2020 will not be eligible for SEZ tax from 30% to 25% over the next 4 years in a phased manner starting from the fiscal year ended March 31, 2017, and the process of reduction in corporate tax rate would be accompanied by rationalization and removal of various kinds of tax exemption and incentives for corporate tax payers.deductions currently available.

In

India’s Finance Act, 2012,2016 amended the Governmenttest of residence for foreign companies. While a non-resident company is generally taxed only on its Indian sourced income, a resident company is taxed on its global income. Under the amended rule, a company not formed under the laws of India introducedwould be considered a levyresident in India if its place of service tax based on a negative list of services. Consequently, all services have become taxable, except notified exempted services. The Finance Act, 2015 has increasedeffective management in the rate of service tax from the present 12.36% (inclusive of surcharge and cess) to a consolidated rate of 14% effective as of June 1, 2015.

Further, the Union Budget, 2015 has proposed to implement Goods and Service Tax (“GST”) from April 1, 2016. GST will put in place a state-of-the-art indirect tax system which will integrate State economies and boost overall growth. It is proposed to subsume other taxes such as Central Excise duty, Service tax, Octroi, VAT and Sales tax, entry tax, etc., into GST, thus avoiding multiple layers of taxation that currently existprevious year was in India. EarlierThe term “place of effective management” (or “PoEM”) has been defined to mean a place where key management and commercial decisions that are necessary for the Governmentconduct of India had introduced the Constitution (122nd Amendment) Bill, 2014 onbusiness of an entity as a whole are in substance made. 

Effective July 1, 2017, a Goods and Services Tax (“GST”) was introduced in India, replacing various taxes such as central excise duty, service tax, octroi, value added tax, sales tax and entry tax, thus avoiding the multiple layers of taxation that had previously existed in India. The GST rate applicable to finished dosages is generally 12%, whereas API are subject to a GST rate of 18%. Taxing finished dosages at lower houserates than API reduces the competitiveness of the Parliament (i.e. Lok Sabha) on December 19, 2014 and it was approved by Lok Sabha on May 6, 2015. This Constitution amendment bill was subsequently moveddomestically manufactured finished dosages as compared to Upper house of the Parliament (i.e. Rajya Sabha) for its approval. However it wasimported finished dosages - sometimes referred to a Select Committee on May 12, 2015, which shall give its reportas an “inverted duty structure”. Relevant procedures have been prescribed in the first weekGST legislation relating to tax credits allowing for refunds to offset the adverse impact of monsoon sessionsuch inverted duty structure. Accumulation of Parliament. The proposed amendments in the Constitution will confer powers bothtax credits is likely to persist at any point of time owing to the Parliamentlag between the time the tax credit arises and State legislatures to make laws for levying GST on the supply of Goods and Services ontime that the same transaction, thereby harmonizing the Indirect Tax regime in the country.refund is received.

Under the Finance Act, 2013,

Further, the effective rate of dividend distribution tax (“DDT”) was 16.995% inclusive of surcharge and cess. The Finance Act (No 2) 2014 made an amendment in section 115-O, which requires grossing up of the dividend amount distributed for computing DDT. Pursuant to the amendment, effective Octoberhas been increased several times since 2013. Effective April 1, 2014,2018, the effective rate of DDT increased from 16.995%20.3576% to 19.994% inclusive20.5553%.

In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”). The TCJA makes broad and complex changes to theU.S. Internal RevenueCode, including, but not limited to, reducing the U.S. federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. The TCJA also puts in place new tax laws that may impact our taxable income for tax years beginning after December 31, 2017, which include, but are not limited to (i) expanded limitations on the deductibility of surchargeinterest, (ii) immediate expensing of capital expenditures, (iii) the migration from a “worldwide” system of taxation to a territorial system, (iv) the creation of an anti-base erosion minimum tax system; and cess,(v) the modification or repeal of many business deductions and credits.

Changes in tax regimes in countries other than India, such as the TCJA, could result in a result, dividend amounts receivable bymaterial impact on our shareholders after taxes are reduced. Furthermore, ascash tax liabilities and tax charges, resulting in either an increase or a resultreduction in financial results depending upon the nature of increase in rate of surcharge in the Finance Act, 2015, effective April 1, 2015, the effective rate of DDT has increased from 19.994% to 20.3576% at present. If the effective rate of dividend distribution tax increases in the future, the dividend amount receivable by our shareholders after taxes may decrease further.change.

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. Further, the base erosion and profit shifting (“BEPS”) project undertaken by the Organization for Economic Cooperation and Development (“OECD”) contemplates changes to numerous international tax principles. Various countries have incorporated such tax principles into their domestic legislations by way of enactment. These enactments are significant in nature and require compliance on a regular basis. Although we will continue to adhere to such compliance, significant uncertainties remain as to the outcome of these efforts.

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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, reduced funding for national social security systems or shifting concentrations of payors and their preferences, may force our competitors and us to reduce prices. The growth of our business may be negatively affected by high unemployment levels and increases in co-pays, which may lead some patients to delay treatments, skip doses or use less effective treatments to reduce their costs.

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. We run the risk of delayed payments or even non-payment by our customers, which consist principally of wholesalers, distributors, pharmacies, hospitals, clinics and government agencies.

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.

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, India Venezuela and Russia) is affected by such acts, our business and results of operations may be adversely affected as a consequence.

In the last decade, Asia experienced outbreaks of avian influenza and Severe Acute Respiratory Syndrome, or “SARS”. In addition, in 2009 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 the best interests of our minority shareholders, the value of their investment in our ADSs may be harmed.

Our full time directors and members of their immediate families, in the aggregate, beneficially owned 25.48%26.76% of our issued shares as at March 31, 2015.2018. 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, 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. As a result, the value of the equity shares and/or ADSs of our minority shareholders may be adversely affected or our minority shareholders might be deprived of a potential opportunity to sell their equity shares and/or ADSs at a premium.

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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, 20152018 continued to be derived from sales in India. As a result, the following additional risk factors apply that are not specific to our company or industry.

We may be subjected to additional compliance and litigation risks as a result of introduction of the new Companies Act, 2013 in India and changes to the SEBI Equity Listing Agreement.(Listing Obligations and Disclosure Requirements) Regulations, 2015.

As a company that is incorporated in India, we are governed by the rules and regulations covered under the Indian Companies Act, 1956. Significant amendments to the Companies Act were adopted in 2013 and 2014 and a majority of the provisions of the new Act (called the “Companies Act, 2013”2013") were implemented beginning in April, 2014. Some of the significant changes were in the areas of board and governance processes, boardroom responsibilities, disclosures, compulsory corporate social responsibility, audit matters, initiation of class action suits by shareholders or depositors, fraud reporting and whistle-blower mechanisms.

In addition, on September 2, 2015, the Securities and Exchange Board of India (“SEBI”) revised certain requirements ofissued the Equity Listing Agreement pertaining to corporate governance mattersSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) that must be followed by all listed Indian public companies effective as of OctoberDecember 1, 2014. Some of these changes2015. These Listing Regulations were intended to alignconsolidate and streamline the Equity Listing Agreement with the requirementsprovisions of the Companies Act, 2013, while others included: new requirements as to parent company shareholder approvalexisting listing agreements for certain sales or leases of assets or disinvestments in subsidiaries; risk management committee requirements for certain large companies; requirements that plans be in place for orderly succession for appointments to the board and senior management; shareholder approval requirements for certain transactions with related parties; and increased definitionsdifferent segments of the rights and rolescapital markets (e.g., equity securities, debt securities, Indian depository receipts, etc.). The Listing Regulations have thus been structured to provide ease of shareholders.reference by consolidating into one single document across various types of securities listed on the stock exchanges. Key features of the Listing Regulations include:

·A framework has been prescribed for disclosure of material events and information by listed entities to the Indian stock exchanges. Certain events mentioned in the regulations are deemed material and disclosure is mandatory. Certain events are to be disclosed based on application of the guidelines for materiality as prescribed. The Board of Directors is required to frame a policy for determination of materiality and disclose the same on the website of the company.

·Entities are required to frame policies on preservation of documents, determination of material subsidiaries, risk management, code of conduct, remuneration of directors, key managerial personnel and other employees, board diversity, materiality of related party transactions and dealing with related party transactions and criteria for evaluation of directors.

However, certain provisions of the Companies Act, 2013 and the new Equity Listing Agreement clausesRegulations provisions are subject to varying interpretations and their application in practice may evolve over time as additional guidance is provided by regulatory and governing bodies. Further, the Companies Act, 2013, the rules made thereunder and the new Listing Regulations are subject to various ongoing changes. In 2017, certain amendments to the Companies Act, 2013 were implemented through the Companies (Amendment) Act, 2017 in the areas of related party transactions, financial reporting, audit and auditors, board matters and others. Certain of such amendments are yet to be effective.

This may result in delays or continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions.

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 “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 and more recently in February 2013, although none of our operations were impacted by these terrorist acts.

During the last several years, the state of Telangana, where our headquarters is located, experienced political disruption relating to a movement to bifurcate a part of the then existing undivided state of Andhra Pradesh into a new separate state of “Telangana”. In February 2014, the Indian Parliament approved such bifurcation and announced creation of a new state of “Telangana” with effect from June 2, 2014.

Due to civil disturbances and “Bandhs” (i.e., political protests in the form of worker strikes), several productive days were lost from forced or precautionary closures of our production units and offices during the agitation movement. We experienced such issues in 2009 and 2013 in Andhra Pradesh (now Telangana). If there are any such strikes, political protests or civil unrest in the future, 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. 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.

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 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 been highly volatile in India. According toIf 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 2004-05=100 was -2.33% for the year ended March 31, 2015 (as compared to 6.00% for the year ended March 31, 2014). This trend may continue to fluctuate and/or the rate of inflation may rise substantially. Werises, 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.

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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 5%4% 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.may adversely affect our results and operations.

OTHER RISKS RELATING TO OUR

Risks Relating to our ADSs

THAT ARE NOT SPECIFIC TO OUR COMPANY OR INDUSTRY

The market price of our ADSs may be volatile, and the value of your investment could materially decline.

Investors who hold our ADSs may not be able to sell their ADSs at or above the price at which they purchased such ADSs. The price of our ADSs fluctuate from time to time, and we cannot predict the price of our ADSs at any given time. The risk factors described herein could cause the price of our ADSs to fluctuate materially. In addition, the stock market in general, including the market for generic and specialty pharmaceutical companies, has experienced price and volume fluctuations. These broad market and industry factors may materially harm the market price of our ADSs, regardless of our operating performance. In addition, the price of our ADSs may be affected by the valuations and recommendations of the analysts who cover us, and if our results do not meet the analysts’ forecasts and expectations, the price of our ADSs could decline as a result of analysts lowering their valuations and recommendations or otherwise.

Negative media coverage and public scrutiny may adversely affect the prices of our equity shares and ADSs.

Media coverage, including social media coverage such as blogs, of us has increased dramatically over the past several years. Any negative media coverage, regardless of the accuracy of such reporting, may have an adverse impact on our reputation and investor confidence, resulting in a decline in the share price of our equity shares and our ADSs.

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 must 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.

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.

Financial instability

The persistently weak global economic and financial environment in many other countries, particularly emerging market countries, in Asia,and increasing political and social instability could affecthave a material adverse effect on our business and the price and liquidity of our shares and our ADSs.

The Indian markets

Many of the world's largest economies and the Indian economy are influencedfinancial institutions continue to be impacted by a weak ongoing global economic and marketfinancial environment, with some continuing to face financial difficulty, liquidity problems and limited availability of credit. It is uncertain how long these effects will last, or whether economic and financial trends will worsen or improve. In addition, these issues may be further impacted by the difficult conditions existing in other countries, particularly emerging market countriesparts of the Middle East, anti-immigrant activities, social unrest and fears of terrorism that have followed 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.many countries.

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If U.S. investors in our ADSs are unable to exercise preemptive rights available to our non-U.S. shareholders due to the registration requirements of U.S. securities laws, the investment of such U.S. investors in our ADSs 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% of ourits 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. There can be no assurances as to the value, if any, the depositary would receive upon the sale of these securities. To the extent that U.S. investors in our ADSs are unable to exercise preemptive rights, their 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,

·general market conditions,

 

speculative trading in our shares and ADSs, and

·speculative trading in our shares and ADSs, and

 

·developments relating to our peer companies in the pharmaceutical industry.

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.

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 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 Indian Government regulations of stock markets could affect the market price and liquidity of our equity shares and ADSs.

Sale of our equity shares may adversely affect the prices of our equity shares and ADSs.

The Government of India enacted the Depository Receipts Scheme, 2014, effective as of December 15, 2014. This law permits liberalized rules for sponsored and unsponsored secondary market issue of depository receipts, subject to the existing sectorial cap on foreign investment. Once the regulations are implemented, an Indian company’s equity shares can be freely issued to a depository for the purpose of issuing depository receipts through any mode permissible for the issue of such securities to other investors. This would enable us to more readily issue shares to the depositary for our ADSs and conduct U.S. securities issuances of our ADSs, which would impact the share price and available float in Indian stock exchanges as well as the price and availability of our ADSs on the NYSE. Refer to Item 10.D. “Exchange controls – ADS guidelines” for further details.

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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 former Chairman, the late 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, Hyderabad, Telangana, India as Company No. 4507 (Company Identification No. L85195TG1984PLC004507). Our registered office is situated at 8-2-337, Road No. 3, Banjara Hills, Hyderabad, Telangana 500 034, India and the telephone number of our registered office is +91-40-49002900. The name and address of our registered agent in the United States is Dr. Reddy’s Laboratories, Inc., 107 College Road East, Princeton, New Jersey 08540.

Key business developments:

Filing

Re-Audit of the Warning letter impacted sites

The U.S. FDA issued a warning letter dated November 5, 2015 (the “Warning Letter”) relating to current Good Manufacturing Practice (“cGMP”) deviations at our active pharmaceutical ingredient (“API”) manufacturing facilities at Srikakulam, Andhra Pradesh and Miryalaguda, Telangana, as well as those at our oncology formulation manufacturing facility at Duvvada, Visakhapatnam, Andhra Pradesh. The contents of the Warning Letter emanated from Form 483 observations that followed inspections of these three 505(b)(2) New Drug Applicationssites by the U.S. FDA in November 2014, January 2015 and February-March 2015, respectively. Pending resolution of the issues identified in the Warning Letter, the U.S. FDA withheld approval of new products from these facilities.

Subsequent to the issuance of the Warning Letter, we promptly instituted corrective actions and preventive actions and submitted a comprehensive response to the Warning Letter to the U.S. FDA, followed by periodic written updates and in-person meetings with the U.S. Food and Drug AdministrationFDA. Moreover, to minimize the business impact, we transferred certain key products to alternate manufacturing facilities.

During March

The U.S. FDA subsequently re-inspected these facilities between February and April 2015,2017. The outcome of these inspections were as follows:

·API facility at Miryalaguda: The U.S. FDA raised three observations in the areas of older methods of validation, improvements in instrument calibrations and adherence to United States Pharmacopeia (“USP”) test methods. Subsequently, in June 2017, the U.S. FDA issued an Establishment Inspection Report (“EIR”) indicating successful closure of audit of this facility.

·API facility at Srikakulam: The U.S. FDA raised two observations in the areas of high performance liquid chromatography (“HPLC”) maintenance, and the management of soft copies of chromatograms. In February 2018, the U.S. FDA issued an EIR for this facility indicating that its inspection status remains unchanged.

·Oncology formulation facility at Duvvada: The U.S. FDA raised thirteen observations in the areas of investigations, batch production records, document controls, general computer systems and environmental monitoring. In November 2017, the U.S. FDA issued an EIR for this facility indicating that its inspection status remains unchanged.

Global corrective actions, as well as some specific actions, have already been implemented. Additionally, a detailed response was submitted to the U.S. FDA which included root cause, corrective actions and preventive actions and impact assessment. We remain fully committed to following high standards of quality and strive towards further strengthening of our quality management systems and processes for sustainability. Our plans to enhance our quality management systems and operations include improvements in rigor of investigations and document control systems, standardization of instrument calibrations, strengthening controls with respect to information technology, strengthening shop floor training programs, and simplifying and standardizing standard operating procedures and batch records at the shop floor.

Further, we filed three 505(b)(2) New Drug Applications (“NDAs”)have initiated additional operational improvements with respect to areas such as shop floor supervision and Gemba walks (also known as process walks) into the shop floor, engineering, implementation of electronic batch records to eliminate manual errors, and focus on robustness of processes.

Throughout the process of remediating issues raised in the Warning Letter, we have been continually engaged with the U.S. FoodFDA in conveying the progress we have made. We are fully committed to produce safe and Drug Administration (“U.S. FDA”):efficacious products for our patients.

 

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DFD-01, a corticosteroid delivered in a novel non-irritating spray platform, intended for the treatment of patients suffering from psoriasis;

DFD-09, a modified release oral tetracycline intended for the treatment of rosacea; and

DFN-11, a drug-device combination product intended to treat acute migraine episodes in certain patient populations who are inadequately managed with existing treatment regimens.

Agreement

Asset purchase agreement with Novartis Consumer Health Inc.Teva Pharmaceutical Industries Ltd

Refer to Note 38 to33 of our consolidated financial statements.

Collaboration agreement with Curis, Inc.

Refer to Note 33 to our consolidated financial statements.

Acquisition of select portfolio of the established products business of UCB in India

Refer to Note 40 to our consolidated financial statements.

Key product launches

In October 2014, we launched sirolimus tablets 1 mg and 2 mg, a therapeutic equivalent generic version of RAPAMUNE® (sirolimus) tablets in the United States, following the approval by the U.S. FDA. The RAPAMUNE® tablets brand had U.S. sales of approximately $206 million for the twelve months ended August 31, 2014, according to IMS Health.

In December 2014, we launched valganciclovir tablets USP 450 mg, a therapeutic equivalent generic version of VALCYTE® (valganciclovir) tablets in the United States, following the approval by the U.S. FDA. The VALCYTE® tablets brand had U.S. sales of approximately $440 million for the twelve months ended October 31, 2014, according to IMS Health.

In December 2014 and February 2015, we launched pregabalin capsules in Germany and the United Kingdom, respectively, following the approval by the European regulatory agencies. Our pregabalin capsules are indicated for epilepsy and generalized anxiety disorder (and not indicated for neuropathic pain). Pregabalin capsules of the innovator (LYRICA® from Pfizer) are indicated for neuropathic pain, epilepsy and generalised anxiety disorder. LYRICA® capsules brand had Germany sales and U.K sales of approximately $379 million and $457 million, respectively, for the twelve months ended December 31, 2014, according to IMS Health.

In December 2014, we acquired the title and rights to the Habitrol® brand (an over-the-counter nicotine replacement therapy transdermal patch) from Novartis Consumer Health Inc. and began distribution of the product in the United States.

For a list of other products we launched in the United States during the year ended March 31, 2015, refer to Item 5.A – ‘Operating results’.

Organizational changes

We carried out the following organizational changes as part of our overall strategy of driving growth through competitive advantage:

In May 2014, Abhijit Mukherjee, President, Global Generics was appointed as Chief Operating Officer. Prior to such appointment, he was responsible for our Global Generics business. Since such appointment, he has been responsible for our Global Generics business as well as our Pharmaceutical Services and Active Ingredients (“PSAI”) business.

Commencing April 2015, all of our Chemical Technology Operations (“CTO”) and Formulation Technology Operations (“FTO”) were brought under the unified leadership of Mr. Samiran Das to enable cross learning between these units, provide benefits of scale and foster an integrated operating framework. Along similar lines, the supply chain management function across our company was brought under the unified leadership of Mr. P. Yugandhar. Further, Mr. KVS Ram Rao now heads our PSAI commercial organization and manages its sales, strategy, business development and new product management.

Principal capital expenditures:

During the years ended March 31, 2015, 20142018, 2017 and 2013,2016, we invested Rs.9,167Rs.8,894 million, Rs.9,996Rs.12,234 million and Rs.6,606Rs.11,933 million (net of sales of capital assets), respectively, in capital expenditures for manufacturing, research and development facilities and other assets. We believe that these investments will create the capacity to support our strategic growth agenda. As of March 31, 2015,2018, we also had contractual commitments of Rs.4,173Rs.3,788 million for capital expenditures. These commitments included Rs.4,018Rs.3,516 million to be spent in India and Rs.155Rs.272 million in other countries. We currently intend to finance our additional capital expansion plans entirely through our operating cash flows and through cash and other investments.

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:

 

Global Generics;

·Global Generics;
·Pharmaceutical Services and Active Ingredients (“PSAI”); and
·Proprietary Products.

 

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

Proprietary Products.

Global Generics.This segment consists of our business of manufacturing and marketing prescription and over-the-counter 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 segment includes the operations of our biologics business.

Pharmaceutical Services and Active Ingredients. This segment includes our business of manufacturing and marketing active pharmaceutical ingredients and intermediates, also known as “API” 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 our contract research services business and our manufacture and sale of active pharmaceutical ingredients and steroids in accordance with the specific customer requirements.

Proprietary Products.This segment consists of our business that focuses on the research, development, and manufacture of differentiated formulations business, our new chemical entities (“NCEs”) business,formulations. These novel products fall within the dermatology and our dermatology focused specialty business operatedneurology therapeutic areas and are marketed and sold through Promius™ Pharma.Promius® Pharma, LLC.

Others.This includes the operations of our wholly-owned subsidiary, Aurigene Discovery Technologies Limited, a discovery stage biotechnology company developing novel and best-in-class therapies in the fields of oncology and inflammation and which works with established pharmaceutical and biotechnology companies in early-stage collaborations, bringing drug candidates from hit generation through Investigational New Drug (“IND”) filing.to pre-clinical development.

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

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OUR STRATEGY

Our strategy is guided by our core purpose is to accelerateof accelerating access to affordable and innovative medicines. medicines, because “Good Health Can’t Wait”.

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 offer affordable alternatives to expensive medicines and help patients manage their disease better. Our strategy

We deliver on our purpose through a set of promises we make to achieve this core purpose is to focus on delivering first-to-market, tough-to-make products, developing differentiated products for unmet medical needs, introducing value-added services for patients andour customers and ensuring availabilitypartners:

·to bring expensive medicines within reach;

·to address unmet patient needs;

·to help patients manage disease better;

·to work with partners to help them succeed; and

·to enable and help our partners ensure that our products are always available where needed.

Our business strategy and operating priorities strive to fulfill these promises. They are carefully chosen to enable us to deliver the maximum positive impact on the lives of our products through a reliable and flexible supply chain.patients around the world. The key elements of our business strategy for achieving these promises include the following:

Strengths in Sciencescience and Technologytechnology

Our strengths in science and technology range from synthetic organic chemistry, formulation development, biologics development andto small molecule based drug discovery. Such expertise enables the creation of unique competitive advantagesus to deliver first-to-market, difficult-to-make products with an industry-leadingindustry leading intellectual property and technology-leveragedtechnology leveraged product portfolio.

Product Offerings

Global Generics: Through our branded and unbranded drug products, we aim to offer affordable alternatives to highly-priced innovator brands, both directly and through key partnerships.

 

·

Branded Generics: We seek to have a portfolio that is strongly focused on delivering first-to-market, differentiated products to doctors and patients. Many of our brands hold significant market shares in the molecule and therapy areas where they are present. We have also entered into strategic partnerships with third parties to sell our products in markets where we have not established our own sales and distribution operations.

 

·

Unbranded Generics: We aim to ensure that our development capabilities remain strong and enable us to deliver products that are first to market, tough-to-make and supplytechnologically challenging.

·Biologics: Our biologics business seeks to accelerate access to biosimilar products that are technologically challenging.

Our biologics business seeks to accelerate access to bio-similar products globally through process development and relevant clinical research. We were the first company to launch a generic version of rituximab in 2007, and have launched 4 bio-similarglobally through process development and relevant clinical research. We were the first company to launch a biosimilar version of rituximab in 2007, and have launched 4 biosimilar products in India and other key markets.

Our vertical integration and process innovation helps to ensure that quality products are available to the patients in need at all times.

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

 

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

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

 

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

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

Proprietary Products: Our Proprietary Products businesssegment is comprised of our Differentiated Formulationsdifferentiated formulations business our New Chemical Entity (“NCE”) research businessin the therapeutic areas of dermatology and ourneurology. In this segment, we work to improve patient outcomes by identifying unmet and under-met medical needs and addressing them through innovative products and services that are affordable and accessible. We also have an internal pipeline of differentiated products in dermatology focused Specialty business.and neurology products in various stages of development. In addition, we have a commercial portfolio of in-licensed dermatology products.

 

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Differentiated Formulations: Our Differentiated Formulations business works to improve patient outcomes by identifying unmet medical needs and addressing them through innovative products and services that are affordable and accessible.

 

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

 

Specialty business: We have a commercial portfolio of in-licensed patented dermatology products. We also have an internal pipeline of dermatology products in various stages of development.

Execution Excellence (Building Blocks)Operating priorities

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:

 

·

Safety.: The concept of safety has been imbued in the operating culture throughout theour organization. Specific initiatives are being carried out to increase safety awareness, to achieve a safe working environment, to avoid accidents and injuries, and to minimize the loss of manufacturing time.

 

·

Quality.: We are fully dedicated to quality and have robust quality processes and systems in place at our developmental and manufacturing facilities to ensure that every product is safe and of high quality. In addition, we have integrated “Quality by Design” to build quality into all processes and use quality tools to minimize process risks.

 

·

Principles of the “Theory of Constraints” and Lean Manufacturing.: Our supply chain and product development processes are designed on the principles of the “Theory of Constraints” and lean manufacturing. This results in a flexibleresponsive supply chain whichthat is able to increase availability of products to the customer with reduced cycle time and waste.

 

·

Leadership Development.: We are focused on developing leaders, as well as enhancing leadership behavior, across our 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, 2015, 20142018, 2017 and 2013,2016, respectively:

 

  Year Ended March 31,  For the year ended March 31, 
Segment  2015 2014 2013  2018  2017  2016 
  (Rs. in millions, U.S.$ in millions)  (Rs. in millions, U.S.$ in millions) 

Global Generics

  U.S.$1,935     Rs.120,556     81 Rs.105,164     80 Rs.82,563     71 U.S.$1,751  Rs.114,014   80% Rs.115,409   82% Rs.128,062   83%

Pharmaceutical Services and Active Ingredients

   409     25,456     17 23,974     18 30,702     26
PSAI  338   21,992   16%  21,277   15%  22,379   14%

Proprietary Products

   16     1,013     1 1,778     1 1,468     1  65   4,245   3%  2,363   2%  2,659   2%

Others

   19     1,164     1 1,254     1 1,533     2  27   1,777   1%  1,760   1%  1,608   1%
  

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total Revenue

U.S.$2,378   Rs.148,189   100 Rs.132,170   100 Rs.116,266   100 U.S.$2,181  Rs.142,028   100% Rs.140,809   100% Rs.154,708   100%
  

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Revenues by geographic marketcountry and by therapeutic area for the years ended March 31, 2015, 20142018, 2017 and 20132016 are discussed in Note 5 to our consolidated financial statements.

Global Generics Segment

Our Global Generics segment’s revenues were Rs.114,014 million for the year ended March 31, 2018, as compared to Rs.115,409 million for the year ended March 31, 2017. The decline is largely attributable to this segment’s operations in the United States, where price erosion of certain of our existing products has reduced our revenues.

The production processes for finished dosages of generics 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 Rs.120,556 million in the year ended March 31, 2015, as compared to Rs.105,164 million in the year ended March 31, 2014. The revenue growth was largely led by this segment’s operations in the United States, India, Venezuela and the United Kingdom.

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

India

Approximately 15% of our Global Generics segment’s revenues in

During the year ended March 31, 2015 were derived from sales in the Indian market.2018, India accounted for 20% of our total Global Generics segment sales. In India, our key therapeutic categories include gastro-intestinal, cardiovascular and anti-diabetic, pain management and oncology. We are also increasing our presence in the niche areas of dermatology, urology and nephrology.

As of March 31, 2015,2018, we had a total of 260292 branded products in India. Our top ten branded products together accounted for 34%28% of our revenues in India in the year ended March 31, 2015.2018. According to IMS Health, a provider of market research to the pharmaceutical industry, in its moving annual total report for the 12-monthtwelve month period ended March 31, 2015,2018, our secondary sales in India grew by 13.1%1.8%. In comparison, the Indian pharmaceutical market experienced growth of 12.1%6.3% during such period. IMS Health is a provider of market research to the Indian pharmaceutical industry. Strategic Marketing Solutions and Research Center Private Limited (“SMSRC”), a prescription market research firm, in its report measuring pharmaceutical prescriptions in India for the period from November 2014January 2018 to February 2015,2018, ranked us 12th11th in terms of the number of prescriptions generated in India during such period.

Sales, marketing and distribution network

We generate demand for our products through our 5,1765,680 sales representatives (which include representatives engaged by us on a contract basis through a service provider) and front line managers, who frequently visit doctors to detail our related product portfolio. They also visit various pharmacies to ensure that our brands are adequately stocked.

We sell our products primarily through clearing and forwarding agents to approximately 2,5003,000 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. 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.

In April 2015, we entered into a definitive agreement with UCB India Private Limited and other UCB group companies (together referred to as “UCB”) to acquire a select portfolio of established products business in the territories of India, Nepal, Sri Lanka and Maldives. The purchased business was acquired on a slump sale basis (an Indian tax law concept which refers to the transfer of a business as a going concern without values being assigned to individual assets and liabilities). The transaction includes approximately 350 employees engaged in operations of the acquired India business. The acquisition is expected to strengthen our presence in the areas of dermatology, respiratory and pediatric products. The total purchase consideration was Rs.8,000 million. The acquisition was closed on June 16, 2015.

Competition

We compete with different companies in the Indian formulations market, depending upon therapeutic and product categories and, within each category, upon dosage strengths and drug delivery. On the basis of sales, we were the 16th largest pharmaceutical company in India, with a market share of 2.2%, according to IMS Health in its moving annual total report for the 12-monthtwelve month period ended March 31, 2015.

Some of the key observations on the performance of the Indian pharmaceutical market, as published by IMS Health in its moving annual total report for the 12-month period ended March 31, 2015, are as follows:2018.

 

The Indian pharmaceutical market experienced growth of 12.1% for such period.

New products launched in the preceding 24 months accounted for 5.2% of total Indian pharmaceutical growth for such period.

The top 300 existing brands grew at a rate of 12.8%, which was 0.7% higher than the Indian pharmaceutical market’s overall average, and together they account for 30.9% 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, GlaxoSmithKline Pharmaceuticals Limited, Zydus Cadila Healthcare Limited, Sun Pharmaceutical Industries Limited, Piramal Enterprises Limited, Alkem Limited, Mankind Pharma Limited, Pfizer Limited, Abbott India, Lupin Limited, Aristo Pharma Limited, Intas Pharma,Pharmaceuticals Limited, Sanofi India Limited and Emcure Pharmaceuticals Limited.

Government regulations

The manufacturing and marketing of drugs, drug products and cosmetics in India is governed by many statutes, regulations and guidelines, including but not limited to the following:

 

The Drugs and Cosmetics Act, 1940 and the Drugs and Cosmetics Rules, 1945;

·The Drugs and Cosmetics Act, 1940 and the Drugs and Cosmetics Rules, 1945;
·The Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954;
·The Narcotic Drugs and Psychotropic Substances Act, 1985;
·The Drugs (Price Control) Order, 1995 and 2013, read in conjunction with the Essential Commodities Act, 1955; and
·The National Pharmaceuticals Pricing Policy, 2012.

 

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

The Narcotic Drugs and Psychotropic Substances Act, 1985;

The Drugs (Price Control) Order, 1995 and 2013, read in conjunction with the Essential Commodities Act, 1955;

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

The National Pharmaceuticals Pricing Policy, 2012.

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

Pursuant to the amendments in May 2005 to Schedule Y of the Drugs and Cosmetics Act, 1940, manufacturers of finished dosages are required to submit additional technical data to the Drugs 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.

An approval is required from the Ministry of Health before a generic equivalent of an existing or referenced brand drug can be marketed. When processing a generics application, the Ministry of Health usually waives the requirement of conducting complete clinical studies, although it generally 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 equivalent for the generic drug with 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 our generic products, the Ministry of Health also requires that our procedures and operations conform to current Good Manufacturing Practice (“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 Ministry of Health approval of a generic application depends on various factors, including patent expiration dates, sufficiency of data and regulatory approvals.

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Pursuant to the amendments in May 2005 to Schedule Y of the Drugs and Cosmetics Act, 1940, manufacturers of finished dosages are required to submit additional technical data to the Drugs 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.

On March 22, 2005, the Government of India passed the Patents (Amendment) Bill, 2005 (the “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 has resulted in a reduction of new product introductions in India 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 results from patenting of such processes.

Under the present drug policy of the Government of India, certain drugs have been specified under the Drugs (Prices Control) Order, 2013 (the “DPCO”) as subject to price control. The Government of India established the National Pharmaceutical Pricing Authority, 2012 (“NPPA”), to control pharmaceutical prices. Under the DPCO, the NPPA has the authority to fix the maximum selling price for specified products.

During the year ended March 31, 2013, the Department of Pharmaceuticals under the ministry of Chemicals and Fertilizers of the Government of India proposed the National Pharmaceuticals Pricing Policy, 2012, a revised national Pharmaceutical Pricing policy to apply price controls to 348 drugs listed in National List of Essential Medicines. Some of our formulation products arewere subject to these price controls. The National List of Essential Medicines, as revised in 2016, now contains 376 drugs.

On May 15, 2013,June 30, 2017, the DepartmentNPPA announced revisions of Pharmaceuticals released Drugs (Price Control) Order, 2013 governing the price control mechanismmaximum prices for 348 drugs listedvarious products scheduled in the National List of Essential Medicines. As per this order,Medicines on account of the GST implementation in India. This was followed by an announcement on April 2, 2018 of an increase in the maximum prices of eachvarious drugs, as a result of positive inflation as measured by India’s Wholesale Price Index.

On March 12, 2016, the Department of Health and Family Welfare under the Ministry of Health and Family Welfare of the Government of India banned 344 fixed dose combination drugs (i.e., two or more active drugs combined in a fixed ratio into a single dosage). A number of pharmaceutical companies, including us, filed a writ petition before the Delhi High Court challenging the ban. The Delhi High Court initially granted an interim stay on the ban notification and on December 1, 2016, it overturned the government imposed ban on the 344 fixed dosage combinations. Subsequently, the Government of India filed an appeal of the decision in the Supreme Court of India. In December 2017, the Supreme Court of India referred the issue to the government’s expert body, the Drugs Technical Advisory Board (“DTAB”), for a fresh review of safety, efficacy and therapeutic justification of the drugs are determined based onbefore recommending action. Currently, the simple averageDTAB is in the process of all drugs havingexamination. In the event that this ban becomes effective, it could adversely impact our revenues.

Such ongoing price control changes, product bans and other changes can disrupt the Indian branded pharmaceutical market share of more than 1% by value. The individual drug price notifications for almost all ofand negatively impact the products have been released by the NPPA. Based on these notifications, we were adversely impacted by approximately 3% (the annualized impact is approximately 4%)revenues and profitability of our annual revenues from sales of all ofIndian business and our formulation products in India during the year ended March 31, 2014.company.

Russia and other Countries of the former Soviet Union

Russia

Russia accounted for 12%11% of our Global Generics segment’s revenues in the year ended March 31, 2015.2018. IMS Health ranked us 17th18th in sales in Russia, with a market share of 1.77% as of March 31, 2015 in its moving annual total report1.5% for the 12-monthstwelve months ended March 31, 2015. 2018.

According to IMS Health, as per its moving annual total report for the 12twelve months ended March 31, 2015,2018, our sales value growth was 3.0% and our sales volume decreasedecreased by 1.5% for the year ended March 31, 2015 were 10.1% and 2.7%, respectively,such period, as compared to the Russian pharmaceutical market value growth of 3.3% and sales volume decrease of 12.3% and 1.3%, respectively.2.1% for such period. We were the top ranked Indian pharmaceutical company in Russia for such period.

Our top fourfive brands, Nise, Omez, Ketorol, Ibuclin and Cetrine, accounted for 60%56% of our Global Generics segment’s revenues in Russia infor the year ended March 31, 2015.2018. Omez (an anti-ulcerant product), Nise and Ketorol (both pain management products) and, Cetrine (a respiratory product) and Ibuclin (pain management product) were ranked as the 65th, 14th, 97th59th, 21st, 160th, 189th and 150th230th best-selling formulation brands, respectively, in the Russian market as of March 31, 2015 by IMS Health in its moving annual total retail segment report for the 12twelve months ended March 31, 2015.2018.

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Our strategy in Russia is to focus on the gastro-intestinal, pain management, anti-infectives, respiratory, oncology and cardiovascular therapeutic areas. Our focus is on building leading brands in these therapeutic areas in prescription, over-the-counter and hospital sales. Nise, Omez, Ketorol, Cetrine, Ibuclin, Novigan, Plagril, Razo, Levolet and Ciprolet continue to be brand leaders in their respective categories, as reported by IMS Health in its moving annual total report for the 12-monthstwelve months ended March 31, 2015.2018.

Novigan, a pain management product, and Ibuclin, a cold and flu product, were switched from prescription to over-the-counter during the years ended March 31, 2013 and 2014, respectively. Revenues from these products grew

Our Global Generics segment’s revenues in Russia increased by 8.6% and 86%, respectively, as reported by IMS Health in its moving annual total report for the 12-months ended March 31, 2015.

Growth4% (in Russian rouble absolute currency terms) during the year ended March 31, 20152018, which was driven by increased marketing initiatives for prescription products, launches of new products and scaling up of media and pharmacy chain activities for over-the-counter medicines. However, such revenue growthSuch revenues, measured in Indian rupees, was adversely impacted due to depreciation of the Russian roubleincreased by approximately 22%9% as compared to the year ended March 31, 2014.2017.

Other Countries of the former Soviet Union and Romania

We operate in other countries of the former Soviet Union, including Ukraine, Kazakhstan, Belarus, Uzbekistan and Uzbekistan.Romania. For the year ended March 31, 2015,2018, revenues from these countries accounted for approximately 3%4% of our total Global Generics segment’s revenues.

Sales, marketing and distribution network

Our marketing and promotion efforts in our Russian prescription division is driven by a team of 284308 medical representatives and 4842 managers to detail our products to doctors in 77 cities in Russia.

Our Russian over-the-counter (“OTC”) division has 226212 medical representatives and 4030 managers and is focused on establishing a network of relationships with key pharmacy chains and individual pharmacies. Our Russian hospital division has 4140 hospital specialists and 1718 key account managers, and is focused on expanding our presence in hospitals and institutes.

In Russia, we generally extend credit only to customers after they have established a satisfactory history of payment with us. The credit ratings ofterms offered to 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 on a periodic basis and modify them to take into account the macro-economic scenario in Russia.

Competition

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

Government regulationregulations

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

Healthcare 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.

development in Russia

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

The Russian government announcedapproved the approvalState Program for Healthcare System Development on December 26, 2017. The objectives of 120 billion roubles ($4 billion) in financing forthis program are increasing life expectancy at birth, reducing mortality of the Pharma 2020 plan.working-age population, reducing mortality from circulatory diseases and tumors (including malignant ones) and raising medical care quality satisfaction.

Reference pricing regime

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.

For the past several years, the Russian Ministry of Industry and Trade has enacted and renewed short term government regulations under which local manufacturers (i.e., in Russia, Belarus and Kazakhstan) get a 15% price preference over non-local manufacturers in procurement tenders by the state.

During the year ended March 31, 2012, Russia introduced Federal Law # 323, titled “On the Foundations

In 2017, a draft of Healthcare“Rules for Russian Citizens”. Portions of this new law became effective on November 23, 2011State registration 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 (collectively referred to as “medical product companies”) and any representatives or intermediaries acting on their behalf (collectively referred to as “medical product representatives”). Somere-registration of the key provisionsmaximum ex-works manufacturer prices of medicines included in EDL” was published by the Russian Ministry of Health. However, there remains ambiguity on the final form of the document or implementation period and we are in the process of evaluating the impact of these changes on our operations even as we await further clarity on this law are prohibitions on:draft law.

 

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one-on-one meetings and communications between healthcare professionals and medical product representatives, except for participation in clinical trials, pharmacovigilance, group educational events and certain other limited exceptions approved by Russia’s Healthcare Organization Administration;

 

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

the agreement by a healthcare professional to prescribe or recommend a drug product 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.

At the end of 2013, the State Duma (i.e., the lower chamber of the Russian parliament) adopted a series of amendments to various healthcare related laws. Among other things, the “Law On Medicines” was amended to add regulations restricting interactions between medical product representatives with medical professionals in connection with events sponsored by medical product companies. Under these regulations, in the event that medical product companies wish to sponsor certain scientific, medical education or similar events, they are required to disclose the date, place and time of the event and the plans, programs and agendas for discussion. Disclosure is to be made by publishing appropriate information on their official websites not later than two months before the indicated events, and the same information shall also be sent to Russia’s Federal Healthcare Service (Roszdravnadzor).

Although certain of the above prohibitions technically restrict only the actions of healthcare professionals, liability for non-compliance with such restrictions nonetheless extends to both the healthcare professional and the medical product representative. Except providing information on conflicts of interest, no other liability has been currently prescribed for medical product companies. The methodology to define a conflict of interest has not yet been clarified.

On July 2, 2013, the Ministry of Health of the Government of Russia published an order on its website that binds physicians to prescribe medicinal products by International Nonproprietary Name (i.e., active substance) or by combination list (which combines different International Nonproprietary Names in one treatment group).

Russia signed the agreement on a common market for medicines within the Eurasian Economic Union

The Eurasian Economic Union (“EEU”), whose member states are Russia, Belarus, Kazakhstan, Armenia, and Kyrgyzstan, officially started functioning on January 1, 2015. Among other things,, the member states of the EEU signed an international agreement establishing common principles and rules of functioning of the market for medicines within the EEU, which agreement will be effective starting on January 1, 2016. According to the agreement, the market authorization for a particular medicine received in one EEU member state will be valid throughout the whole EEU territory. For these purposes, the member states are working on the necessary regulatory framework. By the end of calendar 2015, the EEU plans for its member states to sign 25 acts governing various stages of drugs circulation.

State Regulation of Prices for Vital and Essential Medicines

Russia’s Federal Law No. 34-FZ dated March 8, 2015 amendsamended the Federal Law 61-FZ “On Circulation of Medicines”. The amendments createcreated new rules for the registration, manufacture and quality control of medicines, including new rules for the calculation and registration of the maximum retail prices of vital and essential medicines established by the ZhNVLS. Most of the changes are effective commencing July 1, 2015, with certain changes effective starting in 2016 or 2017.ZhNVLS (the “EDL”).

Calculation of the maximum sale price for medicines included in the ZhNVLSEDL list shall beis determined by the Government of the Russian Federation taking into account a variety of economic and/or social criteria. These amendments became effective from March 16, 2015. The updated EDL lists for 20152018, approved by the Decree of the Government No. 2782-p2323-p dated December 30, 2014October 23, 2017, became effective from MarchJanuary 1, 2015.2018. These lists include the list of drugs for provision to specific groups of citizens, medicines prescribed by a decision of a medical commission of medical organizations, medical supplies from the 7 Nosologies program list (which covers expensive treatments for patients with certain severe chronic diseases), as well as the minimum range of medicines required for medical aid.

Restrictions on access of foreign drugs

The

In 2015, the Russian Government approvedenacted the Priority Action Plan for sustainable economic and social stability development and regulation No. 128. This plan and regulation affects medicines included in 2015 (the “Priority Action Plan”). The Priority Action Plan was signed by the Russian Prime Minister on January 27, 2015. TheEDL, and some of their key areasterms that may impacthave impacted the pharmaceutical industry in the Priority Action Plan are (i) supporting import substitution; (ii) optimization ofoptimizing budget costs and reduction ofreducing inefficient expenses; and (iii) particularly, in the public healthcare area, the following measures:

On February 2, 2015, the Russian Ministry of Health (“MoH”), Russian Federal Service on Tariffs and Russian Ministry of Economic Development (“MoED”) amended the Federal Law 61-FZ “On Circulation of Medicines “ to provide the possibility of one-time indexation of prices for low-cost essential drugs;

On February 27, 2015, the Russian Ministry of Finance, MoH and MoED suggested improvements for public drugs supply; and

On February 15, 2015, the Russian Ministry of Industry and Trade enacted restrictions on access of foreign drugs to state procurement tenders, if two or more locally manufactured drugs participate in the relevant tender.

Interactions between healthcare professionals and medical product companies

During the year ended March 31, 2012, Russia introduced Federal Law # 323, titled “On the Foundations of Healthcare for Russian Citizens”. This 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 (collectively referred to as “medical product companies”) 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 professionals and medical product representatives, except for participation in clinical trials, pharmacovigilance, group educational events and certain other limited exceptions approved by Russia’s Healthcare Organization Administration;

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

·the agreement by a healthcare professional to prescribe or recommend a drug product 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.

At the end of 2013, the State Duma (i.e., the lower chamber of the Russian parliament) adopted a series of amendments to various healthcare related laws. Among other things, the “Law on Medicines" was amended to add regulations restricting interactions between medical product representatives with medical professionals in connection with events sponsored by medical product companies. Under these regulations, in the event that medical product companies wish to sponsor certain scientific, medical education or similar events, they are required to disclose the date, place and time of the event and the plans, programs and agendas for discussion. Disclosure is to be made by publishing appropriate information on their official websites not later than two months before the indicated events, and the same information shall also be sent to Russia’s Federal Healthcare Service (Roszdravnadzor).

Liability for non-compliance with such restrictions extends to both the healthcare professional and the medical product representative. Except for requiring the disclosure of information on conflicts of interest, no specific liability has been currently prescribed for medical product companies.

On July 2, 2013, the Ministry of Health of the Government of Russia published an order on its website that binds physicians to prescribe medicinal products by International Nonproprietary Name (i.e., active substance) or by combination list (which combines different International Nonproprietary Names in one treatment group).

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Russia signed the agreement on a common market for medicines within the Eurasian Economic Union

The Eurasian Economic Union (“EEU”), whose member states are Russia, Belarus, Kazakhstan, Armenia, and Kyrgyzstan, officially started functioning on January 1, 2015. Among other things, the member states of the EEU signed an international agreement establishing common principles and rules of functioning of the market for medicines within the EEU. According to the agreement, the market authorization for a particular medicine received in one EEU member state will be valid throughout the whole EEU territory. On May 6, 2017, the agreement was ratified by the EEU countries.Manufacturers of the EEU countries will be able to apply for re-registration of medicines under common procedures and reduce administrative costs. All medicines registered under the national regulations of the individual EEU member states on or before to December 31, 2020 shall be re-registered under the regulations of the EEU common market on or before December 31, 2025.

Russian GMP required for medicines registration

Effective January 1, 2016, foreign medicinal products (i.e., manufactured outside of Russia) became subject to the following requirements:

-for the initial state registration of a foreign medicinal product, it is required to present a statement of conformity of the manufacture thereof to Russian GMP standards issued by a Russian authority; and

-for re-registration of a foreign medicinal product, it was sufficient to present a certificate of GMP compliance (obtained in the country of origin) to the applicable GMP standards in the country of origin, issued by the relevant foreign authority with a certified Russian translation. However, effective January 1, 2017, re-registrations of a foreign medicinal product also are subject to the requirement to present a document regarding conformity to Russian GMP standards issued by a Russian authority.

Monitoring System of Movement of Medicines from the Producer to the Final Consumer

The Ministry of Health in Russia has proposed a full serialization system to track and trace the passage of pharmaceuticals through the entire supply chain, from the manufacturers to the end users. The proposed federal repository and tracking system would provide the manufacturers, supply chain and end users of pharmaceuticals many functionalities. Listed below are some of the functions that would be available in addition to the usual authentication and track and trace services:

·the system would provide price controls on products designated as vital and essential medicines;

·consumers would be able to compare the price of the drug to its official price limit, find which pharmacies do have the drug available, and get the product information.;

·manufacturers would be able to get real time data on the logistics and storage of their products in the market;

·pharmacists could get information related to the price, and monitor expiration dates;

·health care institutions would be able to track registration and prices; and

·federal agencies would have capability to monitor all medicinal products on the market to facilitate price controls as well as report on and analyze the industry.

Marketing application holders for medicinal products are required to file registration information for the track-and-trace system with the Russian governing body by January 1, 2019.The provisions on manufacturers’ obligations to label the package with the identification marks, to submit the data to the monitoring system as well as the terms governing liability for non-compliance will become effective starting January 1, 2020.

Medicines promo and sales

In December 2017, the Russian State Duma Committee on Health approved the draft law on “On Amendments to Certain Legislative Acts of the Russian Federation regarding Remote Retail Trade of Pharmaceuticals”, which regulates online retail sales of pharmaceuticals. Under the draft, a pharmacy (including a veterinarian pharmacy) may sell via the internet only OTC pharmaceuticals and only if a valid pharmaceutical license is held. Online sales of prescription drugs is prohibited, and websites breaching this requirement shall be banned.

Further, the Russian Ministry of Industry and Trade posted the draft law “On Amendments to Certain Legislative Acts of the Russian Federation regarding Sale of Medicines by Retail Trade Organizations” for public discussion. As per the draft, retailers will have to obtain a pharmaceutical license to be able to sell OTC drugs in stores and supermarkets.

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Political Instability

There has been severe political instability in Ukraine following civilian riots and political unrest which began in November 2013, destabilization of the Ukrainian President’s office in February 2014, and subsequent military action in the destabilized country operating under a temporary government.

As a result of ongoing conflict in the region, the United States and the European Union have imposed sanctions on certain designated individuals and companies in Ukraine and Russia. These sanctions were targeted at persons threatening the peace and security of Ukraine, senior officials of the Government of the Russian Federation and the energy, defense and financial services sectors of Russia, but they have had macroeconomic consequences beyond those persons and industries. In December 2014, the United States imposed further sanctions aimed at blocking new investments in the Crimea region of Ukraine which was annexed by Russia, and blocking trade between the United States or U.S. persons and Crimea. These sanctions also authorized the United States government to impose sanctions on any U.S. persons determined to be operating in the Crimea region of Ukraine, subject to certain authorizations for the export and reexportre-export of certain agricultural commodities, medicine, medical supplies, and replacement parts to Crimea.

Political instability in the region has combined with low worldwide oil pricesled to significantly devaluesignificant devaluation of the Russian rouble and may continue to have a negative impact on the Russian economy.rouble. In addition, the Ukrainian hryvnia also experienced significant devaluation in 2014.2014 and 2015. The possibility of additional sanctions implemented by the United States and/or the European Union against Russia or vice versa, continued political instability, civil strife, deteriorating macroeconomic conditions and actual or threatened military action in the region may result in serious economic challenges in Ukraine, Russia and the surrounding areas.

Among our operations, we are engaged in sales, distribution and marketing of pharmaceutical products in Russia and Ukraine, including itsthe Crimea region, all through non-U.S. entities that sell to distributors. Our sales in Russia and Ukraine are not to any of the individuals, companies or sectors designated by the current sanctions, and our sales in the Crimea region of Ukraine accounted for approximately 0.02%0.1% of our total revenues for the year ended March 31, 2015.2018. We do not believe that our business in Russia, Ukraine or itsthe Crimea region violates any of the current sanctions. However, relevant regulators could take a view that is different from ours on thethis issue. We continue to monitor our subsidiaries’ activities in light of the restrictions imposed by these and any future sanctions.

North America (the United States and Canada)

During the year ended March 31, 2015,2018, North America (the United States and Canada) accounted for 54%53% of our total Global Generics segment sales. In the United States, we sell generic drugs that 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 or Health Canada, as applicable, 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. Generic pharmaceutical companies sometimes conduct “at-risk launches”, in which sales of the product are launched prior to resolution of a patent challenge.

Generic pharmaceutical sales have increased significantly in recent years, partlythe last decade, primarily due 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 thedrugs, substantial cost savings and an encouragement by governments through 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 measureHowever, in the purchaselast two years an increase in competition and consolidation of or reimbursement for, prescription drugs. We believe that these factors should lead to continued expansiondistributors has resulted in a decline in the growth of the generic pharmaceuticals market as a whole.companies in North America. We intend to capitalize oncontinue building our presence in the opportunities resulting from this expansion of the marketregion by leveraging our product development capabilities and alliance management, manufacturing capacities inspected by various international regulatory agencies and access to our own APIs, which offer significant supply chain efficiencies.

Key acquisitions in North America:

In April 2008, we acquired BASF’s pharmaceutical contract manufacturing business and related facility in Shreveport, Louisiana, U.S.A. The acquisition included the relevant business, customer contracts, certain supplier contracts, related Abbreviated New Drug Applications (“ANDAs”) and New Drug Applications (“NDAs”), trademarks, as well as the manufacturing facility and assets owned by BASF in Shreveport, Louisiana. The facility is designed to manufacture solid, semi-solid and liquid dosage forms.

In

Further, 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 and certain related antibiotic product rights for GSK’sAugmentin®andAmoxil®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 Augmentin®, and rights to receive certain transitional services from GSK.rights. The acquisition enabled us to enter the U.S. oral antibiotics market with a comprehensive product filing and a dedicated manufacturing site. Due

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During the years ended March 31, 2018, and 2017, we continued our efforts to high competition in our antibiotics portfolio, with minimal or no margin for certain dosage strengths,grow the Habitrol® business (an over-the-counter Nicotine Replacement Therapy transdermal patch) that we have initiated a restructuring of our antibiotics manufacturing operationsacquired from Novartis Consumer Healthcare Inc. during the year ended March 31, 2015, includinghaving fully integrated the business. The Habitrol® business has shown healthy growth as a workforce reductionresult of our expansion of distribution into new channels and our product innovations. We believe that there are significant growth opportunities in the discontinuation of certain dosage strengths of Amoxil® andAugmentin®.

In December 2014, we acquired from Novartis Consumer Healthcare Inc. the title and rights to itsHabitrol® brand (an over-the-counter nicotine replacement therapy transdermal patch) and related U.S. marketing rights. The acquisition enabled us to get a strong foothold in an approximately one billion dollar anti-smoking marketsmoking cessation category in the United States, with a robust platformand intend to continue growing the business through our focus on expansion in nicotine replacement therapy patches. Withavailability and portfolio augmentation.

Additionally, during the increasingly favorable regulatory environment,year ended March 31, 2017 we acquired from Ducere Pharma the rights to six over-the-counter brand products within the cough-and-cold, pain, and dermatology therapeutic areas, including factors such as the PPACADoan’s, Bufferin and new U.S. FDA guidelines, and increased focus by retailers on treatments for smoking cessation, the nicotine replacement therapy category is poised for expansion and offers significant growth opportunities for us.

Nupercainal.

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, 2015,2018, we filed 13 ANDAs in the United States, including 8 Paragraph IV filings. During the year ended March 31, 2015,made 19 new ANDA filings with the U.S. FDA granted us 6 final ANDA approvals.FDA. As of March 31, 2015,2018 our cumulative filings were 284, which includes 4 NDA filings under section 505(b)(2) and 280 ANDA filings. These 280 ANDA filings include 8 ANDAs that we had filed a cumulative totalacquired from Teva and an affiliate of 220 ANDAs in the United States, out of which 68 ANDAs were pending approval at the U.S. FDA, including 8 tentative approvals.Allergan plc. As of March 31, 2015,2018, we had also filed two NDAs under section 505(b)(2) of the Federal Food, Drug and Cosmetic Act in the United States, one of which is tentatively approved and awaits final approval. We have also filed two new Investigational New Drugs (“INDs”), our proposed biosimilars to rituximab and PEG-GCSF, and we have received permissions from the U.S. FDA to conduct Phase I trials for both of these IND filings. The trials are under progress for both IND approvals.

During the year ended March 31, 2015, we in-licensed three ANDAs in the United States, of which two are Paragraph IV filings. As of March 31, 2015, we have in-licensed a cumulative total of five ANDAs in the United States, out of which four were110 filings pending approval with the U.S. FDA.FDA (107 ANDAs and 3 NDAs under 505(b)(2) route including 14 tentative approvals). Of the 107 ANDAs which are pending approval, 63 are Paragraph IV filings, and we believe that we are the first to file with respect to 30 of these filings. Further, these 107 ANDAs which are pending for approval include 6 ANDAs acquired from Teva and Allergan plc’s affiliate, of which 5 are Paragraph IV filings.

Our Canada business generated revenues of Rs.523Rs.545 million during the year ended March 31, 2015.2018. This business includes revenues from certain profit sharing arrangements with distributors who market certain of our generic products. As of March 31, 2018 we have filed a cumulative total of 30 Abbreviated New Drug Submissions (“ANDS”) in Canada, out of which, 20 were approved, 6 are pending approval, and 4 were withdrawn or rejected.

Sales, Marketing and Distribution Network

Dr. Reddy’s Laboratories, Inc., our wholly-owned subsidiary headquartered in Princeton, New Jersey, United States, is primarily engaged in the marketing of our generic products in the United States. 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 agentsprocurement buyers for chain drug stores, drug wholesalers health maintenance organizations, hospitaland distributors, mass merchandisers, group purchasing organizations (“GPOs”), for hospitals, specialty distributors and pharmacy buying groups.

The majority of revenue from our North America generics business is derived from sales of oral solids, as well as sales of various products (both oral solids and others) to retail chains. This portion of the business represents nearly three quarters of this segment’s gross revenues for this region. The product portfolio includes a wide range of therapeutic areas. During the year ended March 31, 2017, we acquired from Teva and an affiliate of Allergan plc a portfolio of eight ANDAs for our North American Generics business. The transaction, valued at $350 million, represents the largest assets acquisition in our history.

Our over-the-counter (“OTC”) division primarily markets and distributes store brand OTC products.products, but expanded into the branded OTC segment in May 2016, developing a new channel for our growth.  This division has successfully launched over 10 products. OTC products include store brand generic equivalents of products that originally have prescription drug status and are switched to OTC drug status by the innovator upon U.S. FDA approval (sometimes called “Rx-to-OTC switch” products). Our entry into the OTC branded division in May 2016 was through the acquisition from Ducere Pharma of the rights to six OTC brand products, including Doan’s, Bufferin and Nupercainal.  Our OTC division services a broad range of customers, including drug retailers, mass merchandisers, food chains, drug wholesalers and distributors, and GPOs. For the year ended March 31, 2015,2018, our OTC division generated Rs.8,264Rs.10,332 million in revenues.

A significant portion of our revenue is derived from the sale of injectable products in the therapeutic areas of oncology neurology and anti-allergy. During the years ended March 31, 2015 and 2014, we launched docetaxel, azacitidine, decitabine and zoledronic acidcritical care. Our injectable product portfolio in the United States.States primarily consists of products such as azacitidine, decitabine, zoledronic acid, doxorubicin liposomal and bivalrudin. We have also expanded our presence tofrom drug wholesalers GPOs,to specialty distributors, integrated distribution networks (“IDNs”), clinics, and hospitals to market these products.

In the year ended March 31, 2014, we started supplying We also supply products for private label customers for injectable prescription products.

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 manufacturer to receive regulatory approval for generic equivalents of such products is generally able to achieve significant market penetration. As competing 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 dependeddependent upon the number of competitors 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, consistent and reliable product supplies, customer service and reputation. Our major competitors in the United States include Teva, Pharmaceutical Industries Limited, Mylan Inc., Actavis Inc., Sandoz a(a division of Novartis Pharma A.G.), Endo International plc (including its subsidiaries Endo Pharmaceuticals Inc. and Par Pharmaceuticals,Pharmaceutical Inc.), Sun Pharmaceuticals Limited, Lupin Limited and LupinAurobindo Pharma Limited.

Recent

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Continued consolidation of customer purchasing power viathrough acquisitions, alliances and joint ventures (such as the Walgreens Boots Alliance Development, the Red Oak Sourcing joint venture between CVS and Cardinal Health, and the McKesson expanded distribution agreements with Rite Aid and Omnicare) has servedcontinues to intensify the competition and drive down prices. Consolidation of manufacturers is also continuing and, at the same time, new manufacturers continue to enter the generic market in the United States, which may further lower our pricing power and adversely affect our revenues in that market.

Brand name manufacturers have devised numerous strategies to delay competition from lower costby introducing 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 in 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, product mix, customer service, marketing support, and the reliability and flexibility of the supply chain for products. Our competition in store brand and innovator branded 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. In the store brand market, we compete directly with companies, such as Perrigo, Apotex, Aurobindo Pharma that sell store brand OTC products.  In the branded market, we compete directly with companies, such as Bayer and Pfizer, which sell branded OTC products.

With the acquisition of Habitrol®Habitrol®, we now not only compete with store brands but also with large branded companies such as GlaxoSmithKline Consumer Care, which is an industry leader in the nicotine replacement therapy category. In addition, since a majority of our products are generic equivalents of innovator brands, we also compete against large brand-name pharmaceutical companies.

The competitive landscape and market dynamics of the OTC market are rapidly evolving.  Large brand-name pharmaceutical companies have begun to more aggressively pursue Rx-to-OTC switches in new categories, which could present opportunities for us and other companies that sell store brand products.  OnAt the other hand,same time, pricing pressures continue to increase with the entry of new competitors in the market. On key select molecules, the expectation is that competition in this area will continue to grow as newer categories experience Rx-to-OTC switches.

Government regulations

U.S. REGULATORY ENVIRONMENTRegulatory 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, 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 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 approval process is abbreviated because the U.S. FDA waives the requirement of conducting complete clinical studies, although it generally 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.

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An ANDA applicant in the United States is required to review the patents of the innovator listed in the U.S. FDA publication entitled Approved 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 its manufacture, use or 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 first commercial marketing of the drug by any of the first 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. 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 there 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.

Before approving a product, the U.S. FDA also requires that our procedures and operations conform to current Good Manufacturing Practice (“cGMP”)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 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

The “pediatric exclusivity” program under The Best Pharmaceuticals for Children Act provides a six-month period of extended exclusivity, applicable to certain circumstances the U.S. FDA may extend the exclusivitylisted patents and to other regulatory exclusivities for all formulations of a product by six months past the date of patent expirationan active ingredient, if the manufacturer undertakessponsor performs and submits pediatric studies onrequested by the FDA within specified timeframes. An effect of their product in children, a so-called pediatric extension.this program has been to delay the launch of numerous generic products by an additional six months.

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.

Wherethereof where the first Paragraph IV certification was submitted on or after December 8, 2003,2003.

Under the new statutory provisions apply. Under theserevised 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. The180-day exclusivity period begins on the date of first commercial marketing of the drug by any of the first 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 such act 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 federal Controlled Substances Act (the “CSA”) and its implementing regulations establish a closed system of controlled substance distribution for legitimate handlers. The CSA imposes registration, security, recordkeeping and reporting, storage, manufacturing, distribution, importation and other requirements upon legitimate handlers under the first Paragraphoversight of the U.S. Drug Enforcement Administration (the “DEA”). The DEA categorizes controlled substances into one of five schedules — Schedule I, II, III, IV, certification was submittedor V — with varying qualifications for listing in each schedule. Facilities that manufacture, distribute, import or export any controlled substance must register annually with the DEA. The DEA inspects manufacturing facilities to review security, record keeping and reporting and handling prior to enactmentissuing a controlled substance registration. Failure to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action, such as civil penalties, refusal to renew necessary registrations, or the Medicare Actinitiation of 2003, the statutory provisions governing 180-day exclusivity priorproceedings to the Medicare Act of 2003 still apply. The U.S. FDA interprets these statutory provisionsrevoke those registrations. In certain circumstances, violations could lead 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.criminal prosecution.

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Food and Drug Administration Safety and Innovation Act, (“FDASIA”) and Generic Drug User Fee Agreement (“GDUFA”)Act, Biosimilar User Fee Act and Food and Drug Administration Reauthorization Act

In 2012, the United States enacted the Food and Drug Administration Safety and Innovation Act (“FDASIA”), a landmark legislation intended to enhance the safety and security of the U.S. drug supply chain by imposing stricter oversight and by holding all drug manufacturers supplying products to the United States to the same U.S. FDA inspection standards.

Specifically, prior to the passage of FDASIA, U.S. law required U.S. based manufacturers to be inspected by the U.S. FDA every two years but remained silent with respect to foreign manufacturers, causing some foreign manufacturers to go as many as nine years without a routine U.S. FDA current Good Manufacturing Practice (“cGMP”)cGMP inspection, according to the Government Accountability Office. FDASIA requires foreign manufacturers to have cGMP inspections at least every two years, or more frequently for manufacturers with high risk profiles.

FDASIA also includes the Generic Drug User Fee AgreementAct (“GDUFA”) and Biosimilar User Fee Act (“BuFA”), a programprograms to provide the U.S. FDA with additional funds through newly imposed user fees imposed on generic and biosimilar products. These newUnder GDUFA, total fees are estimated to total approximately $1.5 billion through 2018, and are intended to fund increases in the U.S. FDA’s operations and staffing with a focus on three key aims:

Safety –To ensure that industry participants, foreign or domestic, are held to consistent quality standards and are inspected with foreign and domestic parity using a risk-based approach.

Access –To expedite the availability of generic drugs by bringing greater predictability to the review times for ANDAs, amendments and supplements and improving timeliness in the review process. For example, FDASIA is expected to decrease the review time for ANDAs by approximately two-thirds.

Transparency –To enhance the U.S. FDA’s visibility into the complex global supply environment by requiring the identification of facilities involved in the manufacture of drugs and associated active pharmaceutical ingredients, and improve the U.S. FDA’s communications and feedback with industry.

The establishment of dedicated biosimilar fees should also help ensure that the U.S. FDA has appropriate resources for managing the introduction of biosimilar products on the U.S. market. Under GDUFA, 70% of the total fees will be derived primarily from facility fees paid by finished dosage form manufacturers and active pharmaceutical ingredient facilities listed or referenced in a pending or approved generic drug application. The remaining 30% of the total fees will beA significant portion is also derived from application fees, including generic drug application fees, prior approval supplement fees and drug master file fees.

The FDA Reauthorization Act of 2017 (“FDARA”) and the GDUFA Amendments (“GDUFA II”), signed into law on August 18, 2017, extended the user fee program for a period of another five years through September, 2022. Under the provisions of these acts, an additional generic drug applicant program fee will be established, which will be based on the number of ANDAs the applicant holds and the prior approval supplement fees will be eliminated. Of the total GDUFA user fee revenue, 35% will be generated from this ANDA-based fee. Further, the GDUFA IIcommitment letter describes a consolidated review goals scheme for all cohorts of ANDAs, prior approval supplements and amendments. This includes shorter review goals for generic drug submissions that are public health priorities.

The establishment of dedicated biosimilar fees was also intended to help ensure that the U.S. FDA has appropriate resources for managing the introduction of biosimilar products on the U.S. market.Under the FDARA, for the first time, an independent fee structure for biosimilars will be implemented, including an initial biosimilar development fee which will be assessed the first year a manufacturer begins clinical trials. Further, an annual biosimilar development fee for subsequent years of the development process, a biosimilar program fee for approved biosimilars, and an application fee for new biosimilar applications will be introduced. The legislation also reauthorizes several programs that are designed to simplify and expedite the regulatory process for the development of drugs and devices that aid patients with rare diseases.

In addition, under the FDARA, a drug is eligible for designation as a “Competitive Generic Therapy” if the U.S. FDA determines that there is inadequate generic competition i.e., with respect to a drug, there is not more than one approved drug on the list of drugs described in section 505(j)(7)(A) (not including drugs on the discontinued section of such list) that is (a) the reference listed drug; or (b) a generic drug with the same reference listed drug as the drug for which designation as a competitive generic therapy is sought.

As part of GDUFA II, in order to accelerate access to generic version of complex products, GDUFA II pre-ANDA program product development meetings can be initiated by the U.S. FDA for an ongoing ANDA development program for complex products. These meetings will encourage applicants for product development meetings, pre-submission meetings and mid-review cycle meetings to clarify regulatory expectations early in product development. Furthermore, in November 2017, theManual of Policy and Procedures (“MAPP”) 5240.3, “Review Order of Original ANDAs, Amendments, and Supplements” was revised to MAPP 5240.4, “Prioritization of the Review of Original ANDAs, Amendments and Supplements” under which a priority review may be granted by the U.S. FDA if an original ANDA, amendment, or supplement meets one of the prioritization factors set forth in the MAPP, and may receive either a shorter goal date or an expedited review, as defined in the MAPP.

Withdrawal of U.S. FDA Proposed New Labeling Rule

On November 13, 2013, the U.S. FDA proposed a new labeling rule which the agency believes willbelieved would speed up the dissemination of new safety information about generic drugs to health professionals and patients by allowing generic drug manufacturers to use the same process as brand drug manufacturers to update safety information in the product labeling. Under the proposal, generic drug manufacturers would behave been able to independently update product labeling (also called prescribing information or package inserts) with newly-acquired safety information before the U.S. FDA’s review of the change, in the same way brand drug manufacturers do today. Generic manufacturers would also behave been required to inform the brand name manufacturer about the change. The U.S. FDA would then evaluatehave evaluated whether the proposed change iswas justified and makemade an approval decision on the generic drug labeling change and the corresponding brand drug labeling change at the same time, so that brand and generic drug products would ultimately have the same U.S. FDA-approved prescribing information.

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Currently, generic manufacturers must wait to update product safety information until the corresponding brand name product has received approval to update its safety information. Brand drug manufacturers are allowed to independently update and promptly distribute updated safety information by submitting a “changes being effected” (“CBE”) supplement to the U.S. FDA. Generic manufacturers must notify the U.S. FDA of new safety information, and wait for the U.S. FDA and the brand manufacturer to determine the updated labeling, which may result in a delay in getting new information to health care professionals and patients.

Under current law, generic and brand drug manufacturers are required to promptly review safety information about their drugs and comply with the U.S. FDA’s reporting and recordkeeping requirements. When new information becomes available that causes the product labeling to be inaccurate, all drug manufacturers must take steps to update the labeling.

To enhance transparency while the U.S. FDA is reviewing the change and to make safety-related changes to drug labeling quickly available to health care professionals and the public, the U.S. FDA plans to create a web page where safety-related changes proposed by all drug manufacturers would be posted. Members of the public could subscribe to receive updates.

Because the current regulatory scheme only permits a generic manufacturer to use the CBE process to update its label if the branded drug manufacturer changes its label first, this can prevent generic manufacturers from complying with state law warning requirements. As a result, state product liability suits based on failure-to-warn and design defect claims against generics manufacturers have generally been held pre-empted by Federal law, and in June 2013 the United States Supreme Court upheld such pre-emption and immunity of generic manufacturers inMutual Pharmaceutical Co. v. Bartlett.

If the U.S. FDA’s proposed new rule iswas adopted, it may eliminatehave eliminated this pre-emption and increaseincreased our potential exposure to lawsuits relating to product safety, side effects and warnings on labels. This new potential exposure to lawsuits may also increasehave increased the risk that, in the future, we maywould not behave been able to obtain the type and amount of insurance coverage we desire at an acceptable price and self-insurance may have become the sole commercially reasonable means available for managing the product liability risks of our business.

Comments on the proposed labeling After twice delaying publication of a final rule, were initially due on March 13, 2014. However, the U.S. FDA subsequently reopened the comment period from February 18, 2015 until April 27, 2015 in light of both the significant amount of interest in the proposal and the emergence of alternate proposals put forth and endorsed by the generic pharmaceutical industry. As of the date of this report, the U.S. FDA’swithdrew its proposed rule has not been finalized or replaced with an alternate proposal.during 2017.

Prescription Drug Marketing Act and Laws Regulating Payments to Healthcare Professionals

The FDA also enforces the requirements of the Prescription Drug Marketing Act, which, among other things, imposes various requirements in connection with the distribution of product samples to physicians. Sales, marketing and scientific/educational grant programs must comply with the federal anti-kickback statute, the Medicare-Medicaid Anti-Fraud and Abuse Act, as amended, the False Claims Act, as amended, and similar state laws. Pricing and rebate programs must comply with the Medicaid rebate requirements of the Omnibus Budget Reconciliation Act of 1990, as amended. We are also subject to Section 6002 of the Patient Protection and Affordable Care Act, commonly known as the Physician Payment Sunshine Act which regulates disclosure of payments to certain healthcare professionals and providers.

Patient Protection and Affordable Care Act and Medicaid Drug Rebate Program

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 impactimpacts the U.S. pharmaceutical industry. The PPACA imposes additional rebates, discounts and fees, mandates certain reporting and contains various other requirements that could adversely affect our business, including the following:

business. The PPACA imposes annual, non-deductible fees for entities that manufacture or import certain prescription drugs and biologics. This fee is calculated based upon each manufacturer’s percentage share of total branded prescription drug and biologics sales to U.S. government programs (such as Medicare, Medicaid, 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 this fee.

The PPACA changed 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 15.1% of AMP for most branded drugs and 13% instead of 11% of AMP for generic drugs, effective January 1, 2010.

The PPACA also increased the number of healthcare organizations eligible to participate in the Public Health Service pharmaceutical pricing program, which provides for government controlled prices that result in substantial discounts for participants.

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-similars business. Conversely, the PPACA has some anti-generic provisions that could adversely affect our bio-similars 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 makesmade several important changes to the federal anti-kickback statute, false claims laws, and health care fraud statutes that may makemade 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.

 

The PPACA changed the computations used to determine Medicaid rebates owed by manufacturers under the Medicaid Drug Rebate Program by redefining the average manufacturer’s price (“AMP”). In November 2015, the Bipartisan Budget Act of 2015 (the “BBA”) amended the Medicaid Drug Rebate Program to impose a penalty rebate on generic drugs whose price increases exceed the inflation rate. Initially, the penalty rebate had only applied to brand drugs and authorized generics, but other generic drugs were subject to a fixed base rebate of 13% of AMP. The BBA imposed a price increase penalty rebate on generic drugs similar to that of the price increase penalty on brand drugs and authorized generics. The additional penalty rebate for generic drugs applies to rebate periods beginning with the first quarter of 2017. The additional penalty rebate due for generic drugs is equal to the AMP for the current quarter minus the baseline AMP adjusted for inflation based upon the Consumer Price Index for Urban Consumers.

The PPACA also increased the number of healthcare organizations eligible to participate in the Public Health Service pharmaceutical pricing program, which provides for government controlled prices that result in substantial discounts for participants. 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 would be used by third-party payors is uncertain.

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The PPACA has created an abbreviated pathway to U.S. FDA approval of “biosimilar” biological products and allows the first interchangeable biosimilar biological product 18 months of exclusivity, which could increase competition for our biosimilars business. The PPACA also has some anti-generic provisions that could adversely affect our biosimilars 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.

On June 28, 2010,February 1, 2016, the Departments of Health and Human Services, Labor, andCMS published in the Treasury jointly issued interim final regulationsFederal Register a Final Regulation with comment period to implement the Medicaid Drug Rebate Program. The Final Regulation was to clarify ambiguities in the ACA amendments. The key provisions covered under the Final Regulation included, without limitation, the following: (i) the adoption of a final definition of “retail community pharmacy” (“RCP”), (ii) the adoption of a rule permitting inhalation, infusion, instilled, implanted, or injectable drugs (“5i drugs”) to be deemed not to be “generally dispensed” through a RCP, and thus excluded from the calculation of their AMP, if 70% or more of its sales were to entities other than RCPs or wholesalers for drugs distributed to RCPs (the prior threshold was 90%), (iii) the inclusion of authorized generics in calculations of AMP and best price, (iv) narrowing the regulatory definition for “best price”, (v) requiring additional Medicaid rebate payments for generic drugs, effective as of April 1, 2017, and (vi) clarification of the definition of “bona fide service fees” based on a four part test. We are still awaiting guidance from CMS on two aspects of the rule that were deferred for later implementation. These include a definition of what constitutes a product “line extension” and a delay in the participation of the U.S. territories in the Medicaid Drug Rebate Program until April 1, 2020. We will evaluate the financial impact of these two elements when they become effective.

In 2017, the new U.S. Presidential administration, which had promised to repeal and replace the PPACA, took office in the United States. Although legislative proposals in 2017 to repeal and replace the PPACA in 2017 were never enacted, there are ongoing efforts to achieve that prohibitgoal. For example, in October 2017, the use of preexisting condition exclusions, eliminate lifetimeU.S. President signed an Executive Order directing federal agencies to modify how the PPACA is implemented, ending the subsidies to health care insurance companies that sell insurance to low income consumers through state health insurance marketplaces. Further, the Tax Cuts and annual dollar limits on benefits, restrict contract rescissions, and provide patient protections. On June 20, 2014 the Departments of Health and Human Services, Labor, and the Treasury jointly issued final regulations clarifying the relationship between a group health plan’s eligibility criteria andJobs Act enacted in December 2017 effectively repealed the PPACA’s 90-day limit on waiting periods.

On January 27, 2012, The Centersindividual mandate by removing the penalties imposed for Medicare and Medicaid Services (“CMS”) issued its long awaited proposed rule implementingfailure to purchase healthcare insurance. This may have the Medicaid pricing and reimbursement provisionsimpact of reducing the number of insured as well as coverage for pharmaceutical products. We cannot predict the ultimate effect of the PPACAreform on our business, and related legislation. CMS accepted comments on this proposed rule through April 2, 2012, and issuance of the final rule by CMS is pending.

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 ofadditional policy changes disruptive to 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 the PPACA provision. However, the U.S. Supreme Court invalidated 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.exchange markets could arise.

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

Drug Quality and Security Act

On November 28, 2013, the Drug Quality and Security Act was signed into law in the United States. The legislation introduces a federal track-and-trace system for medicines with serial numbers added to individual packs and (non-mixed) cases within four years of the legislation’s adoption, and electronic tracing of production through the supply chain mandated within 10ten years. It also strengthens licensure requirements for wholesale distributors and third-party logistics providers, and requires the U.S. FDA to maintain a database of wholesalers that will be available to the public through its website. The law also boosts oversight of compounding pharmacies that make drugs to order, and increases the powers of the U.S. FDA to oversee large-volume or ‘outsourcing’ compounders without individual prescriptions. During 2017, the U.S. FDA delayed the enforcement of serialization requirements for manufacturers until November 2018 to provide manufacturers with additional time to comply and avoid supply disruptions.We are working to meet these requirements on a timely basis.

Title XI of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (MMA)

On October 6, 2016, the U.S. FDAissued a final rule to implement new regulations that govern the approval of 505(b)(2) applications and ANDAs. This rule revises and clarifies U.S. FDA regulations as to matters such as: the procedures and requirements for providing notice to each patent owner and the NDA holder of certain patent certifications made by applicants submitting 505(b)(2) applications or ANDAs; the availability of 30-month stays of approval on 505(b)(2) applications and ANDAs that are otherwise ready to be approved; submission of amendments and supplements to 505(b)(2) applications and ANDAs; and the types of bioavailability and bioequivalence data that can be used to support these applications. This rule was effective December 5, 2016.

Biologics Pathway

The Biologics Price Competition and Innovation Act of 2009 (“BPCIA”) created a statutory pathway and abbreviated approval processes for the approval of biosimilar versions of brand-namebranded biological products andproducts.Under the BPCIA, a processbiosimilar must be highly similar with no clinically meaningful differences compared to resolve patent disputes. On April 28, 2015,the reference medicine. Approval of a biosimilar in the United States requires the submission of a Biologics License Application (“BLA”) to the U.S. FDA, finalized three substantial draft guidance documents originally published in February 2012 that are intendedincluding an assessment of immunogenicity, and pharmacokinetics or pharmacodynamics. The BLA for a biosimilar can be submitted as soon as four years after the initial approval of the reference biologic, but can only be approved 12 years after the initial approval of the reference biologic. This pathway is still relatively new and some aspects remain untried, controversial and subject to provide a roadmap for development of biosimilar products. On May 13, 2015,ongoing litigation.Though the U.S. FDA released another biosimilar guidance document. Thesehas issued and updated various technical guidance documents addressaddressing quality considerations, scientific considerations and questions and answers regarding commonly posed issues.

issues to assist the biopharmaceutical industry in developing biosimilar products in compliance with the BPCIA, there remains some uncertainty regarding the abbreviated biosimilar pathway.

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21st Century Cures Act

On December 13, 2016, the 21st Century Cures Act was enacted into law in the United States, and is intended to promote biomedical innovation and personalized medicines. The 21st Century Cures Act includes increased funding for the National Institutes of Health and the U.S. FDA and provides for the implementation of, among other reforms, enhanced pathways for medical product approval and the modernization and harmonization of clinical trial procedures over a period of several years.

Blueprint to Lower Drug Prices

In May 2018, U.S. President Trump released “American Patients First: The Trump Administration Blueprint to Lower Drug Prices and Reduce Out-of-Pocket Costs,” which outlines actions that his administration proposes to take to lower prescription drug prices, including certain actions that can be taken immediately by the U.S. Department of Health and Human Services (“HHS”) and issues on which HHS will solicit public feedback before determining any additional reform proposals. This blueprint seeks to increase competition, improve negotiation, incentivize lower list prices and lower out-of-pocket costs. It calls for, among other things, greater transparency of drug prices, better informing consumers about prescription drugs, increased promotion of generic drugs and experimenting with value-based payment. We are currently evaluating the impact of this blueprint on our business, and we cannot yet be certain what the effect will be.

Other matters

Letter from the United States Congress seeking certain information on increase in generic drug prices

On October 2, 2014, two members of the United States Congress wrote to us requesting information and expressing concern over the “escalating prices” of two products, divalproex sodium ER and pravastatin sodium, marketed by us in the United States. We subsequently responded to this letter and clarified, among other things, that: (a) we launched divalproex sodium ER on August 19, 2013 and have not implemented a price increase on this product since then; and (b) we sold pravastatin sodium in the United States only during the time period of January 1, 2012 to August 20, 2012, during which time period we did not increase the price of this product.

Civil Investigative Demand from the Office of the Attorney General, State of Texas

On or about November 10, 2014, weDr. Reddy’s Laboratories, Inc., one of our subsidiaries in the United States, received a Civil Investigative Demand (“CID”) from the Office of the Attorney General, State of Texas (the “Texas AG”) requesting certain information, documents and data regarding sales and price reporting in the U.S. marketplace of certain products for the period of time between January 1, 1995 and the date of the CID. The CID includes a broad rangeWe have responded to all of requests for information, documents and data regarding sales and price reporting in the U.S. marketplace of certain products. We subsequently communicated with the Texas AG, at which time they requested a sample of certain transactional data pertainingAG’s requests to one calendar quarter requested in the CID,date, and we provided such sample transactional data tounderstand that the Texas AG on or about February 20, 2015.investigation is continuing.

Subpeona duces tecum from the Office of the Attorney General, California

On November 3, 2014, weDr. Reddy’s Laboratories, Inc. received a subpoena duces tecum to appear before the Office of the Attorney General, California (the “California AG”) and produce records and documents relating to the pricing of 15certain products. A set of five interrogatories related to pricing practices was served as well. We have communicated withOn July 18, 2016, the California AG sent a letter to inform Dr. Reddy’s Laboratories, Inc. that, in light of the information which had been provided, no further information would be requested at such time in response to this subpoena.

Subpoenas from the Division of the U.S. Department of Justice (“DOJ”) and we are workingthe office of the Attorney General for the State of Connecticut

On July 6, 2016 and August 7, 2016, Dr. Reddy’s Laboratories, Inc. received subpoenas from the DOJ and the office of the Attorney General for the State of Connecticut, respectively, seeking information relating to the marketing, pricing and sale of certain of our generic products and any communications with themcompetitors about such products. We have been cooperating, and intend to continue to fully cooperate, with these inquiries.

State Attorneys General Civil Actions in tandemthe United States

On December 18, 2016, the Attorneys General for 19 states filed claims in the United States District Court for the District of Connecticut against a number of pharmaceutical companies alleging conspiracies to fix prices and to allocate bids and customers from 2013 through at least 2016, with respect to two generic drugs for which our company and our U.S. subsidiaries were not named as defendants.

In April 2017, a total of 45 states, plus the District of Columbia and the Commonwealth of Puerto Rico, joined as plaintiffs in this case (the “State AG Action”). In August 2017, the State AG Action was transferred and consolidated with the Texasprivate plaintiff class actions pending in the multi-district litigation (MDL-2724) in the United States District Court for the Eastern District of Pennsylvania. On October 31, 2017, the Attorneys General for the 45 States, plus the District of Columbia and the Commonwealth of Puerto Rico, filed an Amended Complaint in the State AG Action in orderMDL-2724 which has added our U.S. subsidiary as a defendant. The State AG Action alleges that our subsidiary and other named defendants engaged in a conspiracy to avoid duplicationfix prices and to allocate bids and customers in the sale of effortsgeneric zoledronic acid and meprobamate in providing the voluminous data requested.United States, and alleges an over-arching conspiracy with the defendants on the other 13 drugs named in the State AG Amended Complaint. The State AG Amended Complaint alleges violations of Section 1 of the Sherman Act, 15 U.S.C. §1, and the consumer and antitrust laws of 45 states, the District of Columbia and the Commonwealth of Puerto Rico, seeking injunctive relief, recovery of treble damages, attorney's fees and other costs. We deny any wrongdoing and intend to vigorously defend against these claims.

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CANADA REGULATORY ENVIRONMENTCivil Investigative Demand from the Division of the U.S DOJ

On May 15, 2018, Dr. Reddy’s Laboratories, Inc. received a Civil Investigative Demand from the Civil Division of the U.S. DOJ, enquiring whether there have been any violations of the U.S. False Claims Act, arising from allegations that generic pharmaceutical manufacturers, including us, have engaged in market allocation or price fixing agreements, or paid illegal remuneration, and caused false claims to be submitted in violation of the said Act. We intend to fully cooperate with the DOJ in responding to the demand and cooperate with the investigation.

Canada Regulatory Environment

In Canada, we are required to file product dossiers with the Health Canada for permission to market a generic formulation.pharmaceutical product. The regulatory authorities may inspect our manufacturing facility before approval of the dossier. As of March 31, 2015,2018, we havehad filed a total of 3330 Abbreviated New Drug SubmissionSubmissions (“ANDS”) in Canada, out of which 7 ANDS20 were approved, 6 are pending approval, including 2 tentative approvals.and 4 were withdrawn or rejected.

Europe

Our sales of generic medicines in Europe for the year ended March 31, 20152018 were Rs.7,193Rs.8,217 million, which accounted for approximately 6%7% of our Global Generics segment’s sales. Our principal markets in Europe are Germany and the United Kingdom. We have also established our presence in other markets, including Italy, France and Spain.

Sales, Marketing and Distribution Network

Germany

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

Over the last decade, the German pharmaceutical market has significantly changed. Health care reforms by the government have significantly increased the power of insurance companies and statutory health insurance funds (“SHI funds”) to influence dispensing of medicines. Pursuant to the reforms, those pharmaceutical products which are covered by rebate contracts with insurance companies and SHI funds will be prescribed by physicians and dispensed by pharmacies with priority. As a result, many SHI funds have enacted tender (i.e., competitive bidding) processes to determine which pharmaceutical companies they will enter into rebate contracts with. This has resulted in more than 90% of generic products currently sold in German retail outlets being supplied through contracts procured in competitive bidding tenders, thereby causing significant pressure on product margins.

United Kingdom and other Countries within Europe

We market our generic products in the United Kingdom and other European Union (“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 sell more than 50 products in the United Kingdom, covering both International Nonproprietary Name (“INN”) generics and branded generics. INN generics are sold via wholesale and retail channels, and hospitals. In the U.K., we work closely with the Clinical Commissioning Groups (i.e., groups that commission healthcare services for their local communities and include all of the general practitioner groups in their geographical area) to promote our range of branded generics. Whilst the retail business covers a broad range of therapeutic areas, the hospital business focuses mainly on oncology, anti-infectives and HIV.

In 2016, we established a commercial structure in Italy, Spain and France to expand our direct footprint in the western European region. Our initial focus has been to supply products through hospitals and to institutional clients. Our product mix in these markets focuses on a limited number of key therapy areas such as oncology, anti-infectives and HIV, leveraging our portfolio. This market’s business is predominantly tender-driven, without the need for a large sales force.

Competition

The German market is highly competitive as a result of a large number of generic players and the predominance of a tender system which drives competition. Our key competitors within the German generics market include Sandoz International GmbH, Teva Pharmaceutical Industries Limited (“Teva”), Winthrop Arzneimittel GmbH and Stada Arzneimittel AG.

According to the British Generic Manufacturers Association, the United Kingdom is one of the largest markets for generic pharmaceuticals in Europe, with generic penetration of around 84%, and is also one of the most price competitive markets due to a high degree of vertical integration and consolidation of buyers, as more than 65% of the retail pharmacies are owned by wholesalers or are part of retail chains, and has low barriers of entry. The market is dominated by global pharmaceutical companies such as Teva, the Sandoz group of Novartis Pharma A.G. and Mylan Inc.

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In Italy, Spain and France, we compete with companies such as Hospira (an affilate of Pfizer Limited), Fresenius SE & Co. KGaA, Teva and Accord Healthcare Limited (an affilate of Intas Pharmaceuticals Ltd.), each of which has a well-established presence in the hospital segment of these countries.

Government regulations

In the European Union (the “EU”),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 and manufactured in accordance with applicable law. The registration file relating to any particular product must contain scientific 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. Regulatory authorities are authorized to suspend, restrict or 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.

Sales, Marketing and Distribution Network

Germany

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

Over the last few years, the German pharmaceutical market has significantly changed. The healthcare reform known as the Statutory Health Insurance (SHI)—Competition Strengthening Act or Wettbewerbsstärkungsgesetz (“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 GKV-WSG law, those pharmaceutical products covered by rebate contracts with insurance companies and SHI funds have to be prescribed by physicians and dispensed by pharmacies with priority. This has increased the power of insurance companies and SHI funds. As a result, many SHI funds have enacted tender (i.e., competitive bidding) processes to determine which pharmaceutical companies they will enter into rebate contracts with. This has resulted in more than 90% of generic products currently sold in German retail outlets being supplied through contracts procured in competitive bidding tenders, thereby causing significant pressure on product margins. In response to these market changes, betapharm underwent a comprehensive restructuring of its sales force, with a reduction of more than 200 employees since we acquired it in March 2006. In addition, we are participating in the tender opportunities by bidding at prices which meet our internal incremental profitability thresholds. In view of this, our success ratio in winning these tender awards has declined and, accordingly, the ratio of our tender based sales to our overall sales has significantly reduced over the past few years.

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 37 generic products in such countries, representing 89 dosage strengths.

Competition

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, AbZ-Pharma and CT Arzneimittel subsidiaries), Winthrop Arzneimittel GmbH and the Stada group of Stada Arzneimittel AG (including its Stada and Aliud subsidiaries). In the rebate contracts with SHI funds, prices are one of the most important competitive 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 low barriers to entry. Significant vertical integration exists between wholesalers and retailers, ensuring low prices as long as there are several suppliers.

Government regulations

European Union Regulatory Environment

The activities of pharmaceutical companies within the European UnionEU are governed in particular by Directives 2001/83/EC and 2003/94/EC, as amended, and as implemented in national laws within the countries of the European Union.EU. These Directives outline the legislative framework, including the legal basis of marketing authorization procedures, and quality standards including manufacture, patient information and pharmacovigilance activities.

Prior approval of a marketing authorization is required to supply products within the European Union.EU. Such marketing authorizations may be restricted to one member state, cover a selection of member states or can be for the whole of the European Union,EU, depending upon the form of registration procedure selected.

An abridged application can be filed for obtaining EU marketing authorization for a generic drug. 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. In the case of a generic medicine application,However, 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 interchangeable to the innovator product with respect to quality, safe usage and continued efficacy. European UnionEU 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 (usually 8 years from the first marketing authorization in the European Union,EU, depending on the circumstances). The applicant is also required to demonstrate bioequivalence with the EU reference product. Once all these criteria are met, a marketing authorization may be considered for grant.

Unlike in the United States, there is no equivalent regulatory mechanism within the European UnionEU to incentivize challenge to any patent protection, 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.

Our U.K. facilities are licensed and periodically inspected by the U.K. Medicines and Healthcare products Regulatory Agencies (“MHRA”) good manufacturing practice Inspectorate, which has extensive enforcement powers over the activities of pharmaceutical manufacturers. Non-compliance can result in product recall, plant closure or other penalties and restrictions. In addition, the U.K. MHRA Inspectorate has approved and periodically inspected our manufacturing facilities based in Hyderabad, Telangana, India for the manufacture of generic medicines for supply to Europe. The German Federal Institute for Drugs and Medical Devices (Bundesinstitut für Arzneimittel und Medizinprodukte or “BfArM”) has also inspected our plants in Hyderabad as well as Vishakapatnam.

All pharmaceutical companies that manufacture and market human medicinal products in Germany are subject to the applicable rules and regulations executed by the BfArMFederal Institute for Drugs and Medical devices (“BfArM”) or the Paul-Ehrlich-Institut (“PEI”) and the supervisory authorities of the respective federal state in Germany. All pharmaceutical companies in Germany are periodically inspected by the competent supervisory authority,Regierung von Oberbayern (the district government of Upper Bavaria in Germany), which has extensive enforcement powers over the activities of pharmaceutical companies. Non-compliance can result in closure of the facility. The Regierung von Oberbayern has also inspected our plants in Hyderabad and Visakhapatnam.

In Germany, the government has in recent yearsthe past decade enacted a number of laws designed to limit pharmaceutical cost increases, including the GKV-WSG discussed above and the Economic Optimization of Pharmaceutical Care Act (also known as the “AVWG”).increases. During the fiscal year ended March 31, 2011, the German government introduced a new law entitled “Act on the reorganization of the pharmaceutical market in the public health insurance” (or“Arzneimittelmarktneuordnungsgesetz”,commonly referred to as “AMNOG”), which affects reimbursement of drugs within 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 novel drugs in the German public health system, subject to certain mandatory rebates. Under this new law, a pharmaceutical company determines 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/risk assessment dossier on the drug at or prior to its launch. The G-BA analyzes whether the drug shows an additional clinical benefit in comparison to a corresponding established drug (the “appropriate comparator therapy”).

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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 is determined pursuant to an arbitration procedure. There must be a minimum term of one year.

oIf 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 is 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 in 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.

oIf no additional benefit is established, the drug is immediately included in 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 also apply to private insurance agencies, privately insured persons and self-payers, although they may negotiate further discounts.

oThe prices determined pursuant to the above procedures 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.

oFor 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 had to be implemented in 2013. Standard sizes are now based upon the duration of therapies, instead of being 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.

·A new regulation for packaging size had to be implemented in 2013. Standard sizes are now based upon the duration of therapies, instead of being 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.

 

·The law increases the choice to patients by the use of co-payment as an option for patients opting for a non-rebated generic drug.

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

In Germany, the German Drug Law (Arzneimittelgesetz) (“AMG”), which implements European UnionEU requirements, is the primary regulation applicable to medicinal products. In 2012, the 16th Amendment to the AMG and related laws were enacted in order to implement European Directives into national laws. Among other things, the most important changes refer to pharmacovigilance, clinical trials, protection measures against counterfeited medicines and liberalization of German drug advertising law. These transpositions of European UnionEU legislation into national law also took place in the United Kingdom.

The German Social Code’s price freeze imposed on reimbursable drugs, which was due to expire at the end of 2013,2017, was amended in 2013 and 2014 to extend the price freezeextended until December 31, 2017,2022 for all patent free drugs launched before August 1, 2010, although the continued price freeze will not apply to medicines subject to internal reference pricing.

New European pharmacovigilance legislation (Regulation (EU) No 1235/2010 and Directive 2010/84/EU) was implementedenacted in July 2012. These new requirements are intended to improve patienthave not yet been fully implemented. Implementation of the final stages, specifically new obligations for safety butsignal management, will also increase our administrative burdens and therefore our costs. In addition, there are proposals from2015, the European Commission to introduceintroduced pharmacovigilance service fees that our industry pays for the simplification and maintenance of the European pharmacovigilance system, as well as fees for the assessment of pharmacovigilanceaggregate safety reports studyand protocols and referrals.study reports mandated following a safety referral. The principleservice fees payable for these reports are unpredictable, as the Pharmacovigilance Risk Assessment Committee (“PRAC”) of the proposalEuropean Medicine Agency (“EMA”) can initiate a safety referral for any medicine or class of medicines with a significant new safety concern at any time. The costs of such a referral and the consequent costs of any recommendation, such as restrictions on use, cannot be predicted.

The International Standards for Identification of Medicinal Products (“IDMP”), comprised of five International Organization for Standardization (“ISO”) standards, were approved in 2012. These standards are designed to allow unambiguous identification of medicinal products across companies and regions in order to support and improve pharmacovigilance and other activities. Full implementation of these standards in the EU has been agreed,deferred, but the actual financial proposals are currentlywill be implemented in a phased approach for medicinal product information starting in mid-2018.

The submission of medicinal product data to support pharmacovigilance has been required since 2012 in the final stagesEU. The original European database for data regarding medicinal products, the Eudravigilance Medicinal Product Dictionary (“EVMPD”), was launched by the EMA at the end of discussion2001. It was designed to standardize the collection, reporting, coding, and evaluation of authorized and investigational medicinal product information. In 2012 it became mandatory for marketing-authorization holders to supply information to the extended version of the EVMPD (xEVMPD or Article 57 database). However, this currently contains only a fraction of the data that eventually will have to be submitted to the IDMP-compliant database for each authorized product in the EU. In order for us to support the maintenance of medicinal product data in the IDMP-compliant database, we are investing in new systems and will have to make significant changes to our processes and procedures.

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In order to prevent counterfeit medicines entering into the supply chain, in October 2015, as part of the Falsified Medicines Directive, theEuropean Commissionadopted regulations providing detailed rules for the safety features appearing on the packaging of medicinal products for human use.Accordingly, all medicinal products generally subject to prescription must bear safety features that facilitate specifically the identification of individual packs and the verification of their authenticity. Effective as of February 9, 2019, only those prescription drugs which have a unique serial number on the pack, and where the integrity of the pack can be seen, may be marketed in all EU countries. Manufacturers shall be required to put a unique identifier code, in human readable form and in an encrypted two-dimensional matrix, on all secondary packages and shall also be required to include an ”anti-tampering device” safety feature on packages to enable the verification of whether the packaging of a medicinal product has been tampered with. Marketing authorization holders shall upload the serial numbers, along with other product information, to a “EU Hub” operated by the European Medicines Verification Organisation (“EMVO”). End users (e.g., pharmacies and wholesalers) shall be required to verify and decommission the identifier code before handing over the package to the patient. We have invested significantly in machinery, technology and know-how, and are cooperating with relevant international partners, to ensure our timely readiness for implementation without impacting the supply of our products.

The impact of the decision for the United Kingdom to exit from the EU (the “Brexit”) on pharmacovigilance operations is unclear at this stage. The U.K. pharmaceutical industry and the U.K. MHRA have expressed their desire to continue as full participants in the harmonized pharmacovigilance activities of the EU and the EMA. However, which activities and procedures will remain accessible to the U.K. marketing authorization holders (“MAHs”) post Brexit are only likely be implemented duringto become clear as the year ending March 31, 2016. Thisnegotiations between the U.K. government and the European Commission near their conclusion. If full access to the pharmacovigilance activities of the EU and the EMA is not available to U.K. MAHs post Brexit, the U.K. MHRA may leadhave to furtherintroduce parallel processes in the U.K. which might result in increased costs to the MAHs.

Following the Brexit vote, the EU has decided to move the headquarters of the EMA from the U.K. to the Netherlands by March 2019. It is expected that a significant percentage of the current employees of the EMA will decide not to make the move to the Netherlands. This raises the possibility that new drug approvals in Europe whenever such proposals are implemented.the EU could be delayed as a result.

“Rest of the World” markets of our Global Generics segment

We refer to all markets of our Global Generics segment other than North America, Europe, Russia and other countries of the former Soviet Union and Romania and India as our “Rest of the World” markets. Our significant Rest of the World markets include Venezuela, South Africa, Australia, Brazil, Colombia and Australia.Myanmar. Our revenues from our “Rest of the World” markets were Rs.13,057Rs.6,126 million in the year ended March 31, 2015,2018, an increase of 77%5% as compared to the year ended March 31, 2014.

Venezuela

Venezuela accounted for 7% of our Global Generics segment’s revenues in the year ended March 31, 2015. IMS Health ranked us 18th2017. This increase in sales was primarily attributable to our entry in Venezuela, with a market share of 1.78%, as of March 31, 2015 in its moving annual total report fornew markets during the 12-months ended March 31, 2015. According to such IMS Health report, our sales value and volume growth for the year ended March 31, 2015 were 149.7% and 141.2%, respectively, as compared to the Venezuela pharmaceutical market value growth and volume decrease of 52.5% and 1.65%, respectively. We were the top ranked Indian pharmaceutical company in Venezuela for such period.

Our top four brands, Zovanta, Omez, Ciprolet and Plagril, accounted for 64% of our Global Generics segment’s revenues in Venezuela in the year ended March 31, 2015.

Our strategy in Venezuela is to focus on the gastro-intestinal, pain management, anti-infectives, respiratory, oncology and cardiovascular therapeutic areas. Our focus is on building leading brands in these therapeutic areas in prescription, over-the-counter and hospital sales. Nise, Omez, Ketorol, Cetrine and Ciprolet continue to be brand leaders in their respective categories, as reported by IMS Health in its moving annual total report for the 12 months ended March 31, 2015.

Our growth in Venezuela for the year ended March 31, 2015 was driven by increased marketing initiatives for prescription products.year.

GSK Alliance

We have a strategic partnership with GlaxoSmithKline plc (“GSK”) to develop and market select products across emerging markets outside India. The products are manufactured by us, and licensed and supplied to GSK in markets such as Latin America, Africa, the Middle East and Asia Pacific, excluding India.

Collaboration agreement with Merck Serono

On June 30,6, 2012, we entered into a partnershipcollaboration agreement with Merck Serono, athe biosimilars division of Merck KGaA, Darmstadt, Germany, formerly known as Merck Serono (hereinafter, “Merck KGaA”), to co-develop a portfolio of biosimilar compounds in oncology, primarily focused on monoclonal antibodies (MAbs).antibodies. The partnershiparrangement covers co-development, manufacturing and commercialization of the compounds included inaround the agreement. The partnershipglobe, with Merck Serono expands on our presence insome specific country exceptions.

During the bio-similar space in select emerging market countriesyear ended March 31, 2016, the collaboration agreement was amended to rearrange and enables our entry inrealign the bio-similar space into the regulated marketsdevelopment of the United Statescompounds, territory rights and Europe.

The agreement isroyalty payments. Both parties undertook commercialization based on full research and development cost sharing. The deal structure calls for Merck Serono and us to co-develop the molecules includedtheir respective regional rights as defined in the agreement. We will lead and support early product development and completetowards or including Phase I1 development. Upon completion of Phase I, Merck Serono will take overKGaA carries out manufacturing of the compounds and will lead Phase III development. Merck Serono will undertake commercialization globally, outside the United States, with the exception of select emerging markets that will beleads further development for its territories. In our exclusive and co-exclusive or whereterritories, we maintain exclusive rights.carry out our own development, wherever applicable, for commercialization. We will continue to receive royalty payments from Merck Serono upon commercialization by them. InMerck KGaA in its territories.

During the United States,year ended March 31, 2016, we received from Merck KGaA certain amounts relating to its share of development costs and other amounts linked to the parties will co-commercializeachievement of milestones for the products on a profit-sharing basis.

As partdevelopment of compounds under the collaboration arrangement,agreement, as amended. Furthermore, during the year ended March 31, 2017, we are currently conducting early productreceived from Merck KGaA payments of U.S.$1 million towards achievement of a milestone for the development technology transfers and Phase I trials.of a compound under the collaboration agreement.

On September 1, 2017, Fresenius Kabi acquired the biosimilars business of Merck KgaA. Since then, our collaboration has continued as planned with Fresenius Kabi.

Global Generics Manufacturing and Raw Materials

Manufacturing for our Global Generics segment entails converting active pharmaceutical ingredients (“API”)API into finished dosages. As of March 31, 2015,2018, we had thirteentwelve manufacturing facilities within this segment. ElevenTen of these facilities are located in India and two are located in the United States (Shreveport, Louisiana; and Bristol, Tennessee). In addition, we also have one packaging facility in the United Kingdom. All of the facilities are designed in accordance with and are compliant with current Good Manufacturing Practice (“cGMP”)cGMP requirements and are used for the manufacture of tablets, hard gelatin capsules, injections, liquids and creams for sale in India as well as other markets. All of our manufacturing sites’ laboratories and facilities are designed and maintained to meet increasingly stringent requirements of safety and quality. All of our sites outside of India are approved by the respective regulatory bodies in the jurisdictions where they are located.

We manufacture most of our finished products at these facilities and also use contract manufacturing arrangements as we determine necessary. For each of our products, we continue to identify, upgrade and develop alternate vendors as part of risk mitigation and continual improvement.

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The ingredients for the manufacture of the finished products are sourced from in-house API manufacturing facilities and from vendors, both local and non-local. Each of these vendors undergo a thorough assessment as part of the vendor qualification process before they qualify as an approved source. 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. Arrangements with international raw material suppliers are subject to, among other things, respective country regulations, various import duties and other government clearances.

The prices of our raw materials generally fluctuate in line with commodity cycles. Raw material expense forms the largest portion of our cost of revenues. We evaluate and manage our commodity price risk exposure through our operating procedures and sourcing policies.

The logistics services for storage and distribution in the United States, Germany, Venezuelathe European Union, Russia, South Africa, Australia and Russiaother emerging markets are outsourced to a third party service provider.

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, to take advantage of certain fiscal benefits offered by the Government of India, which includes partial exemption from income taxes for a specified period.

All pharmaceutical manufacturers that sell products in any country are subject to regulations issued by the Ministry of Health (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, the U.K. MHRA, the German BfARM, the South African Medicines Control Council, the Brazilian ANVISA, the Romanian National Medicines Agency, Ukrainian State Pharmacological Center, the local World Health Organization and Drug Control Authority of India, all of which have extensive enforcement powers over the activities of pharmaceutical manufacturers operating within their jurisdiction.

Changes in OctoPlus N.V. operations

In November 2015, we received a warning letter from the year ended March 31, 2013, we acquired Netherlands-based specialty pharmaceutical company OctoPlus N.V. (“OctoPlus”). OctoPlus has developed significant in-house expertise in theU.S. FDA relating to violations at our injectible oncology formulation manufacturing facility at Duvvada, Visakhapatnam, Andhra Pradesh. Refer to Item 4.A. “History and development and creation of micro-spheres and liposomes using certain polymer based technologies that enhance and enable controlled-release of the subject API intocompany – Key business developments – Re-Audit of the human body. OctoPlus is well-known in the marketwarning letter impacted sites” for formulating complex injectables using polylactic-co-glycolic acid (“PLGA”) technology, which requires significant expertise and experience. In addition, OctoPlus also uses its own patented PolyActive™ technology in specific project based injectables.further details.

OctoPlus was previously engaged in our internal drug development projects as well as providing pharmaceutical development services to external customers. During the year ended March 31, 2015, we decided to significantly increase the utilization of OctoPlus’ technical know-how and its time and effort on internal drug development projects, and to scale-down its external pharmaceutical development services.

Pharmaceutical Services and Active Ingredients (“PSAI”) segment

Our Pharmaceutical Services and Active Ingredients (“PSAI”)PSAI segment includes our business of manufacturing and marketing active pharmaceutical ingredients and intermediates, also known as “API” 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 our contract research services business and our manufacture and sale of steroids in accordance with specific customer requirements.

Our PSAI segment’s revenues for the year ended March 31, 20152018 were Rs.25,456Rs.21,992 million, an increase of 6%3% as compared to the year ended March 31, 2014.2017. Our PSAI segment accounted for 17%16% of our total revenues for the year ended March 31, 2015.2018.

During the year ended March 31, 2015,2018, we filed 7773 Drug Master Files (“DMFs”) worldwide, of which 12 were filed in the United States, 163 were filed in Europe and 4958 were filed in other countries. Cumulatively, our total DMFs filed worldwide as of March 31, 20152018 were 735,882, including 219207 DMFs filed in the United States.

We produce and market more than 100 different APIs for numerous markets. 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 manufacturing generic products, subject to any patent rights of other third parties. We export API to more than 80 countries, and our principal overseas markets in this business segment include North America (the United States and Canada) and Europe. Our PSAI segment’s API business also manufactures and supplies 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)polymorphs), providing research intended to reduce the cost of production of our products and developing new products.

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 Innovator 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 speedilyquickly and more efficiently. The focus is to leverage our skills in process development, analytical development, formulation development and Current Good Manufacturing Practice (“cGMP”) 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.

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Sales, Marketing and Distribution

Developed Markets.Our PSAI segment’s principal overseas markets are the United States and Europe. Our PSAI segment’s sales to these markets were Rs.15,112Rs.11,274 million for the year ended March 31, 2015,2018, and accounted for 59%51% of our PSAI segment’s revenues for the year ended March 31, 2015.2018. In the United States and Europe, the patent protection for a large number of high value branded pharmaceutical products expired in years ended March 31, 2011, 2012 and 2013 and this opened the market to generic products that sourced their API from our PSAI segment. However, during the years ended March 31, 2014 and 2015,through March 31, 2018, such expirations were much less frequent, which resulted in a decrease in new opportunities in these markets for the customers of our PSAI segment. We market our products 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.

Other Key Markets.India is an important market for our PSAI segment, with total sales of Rs.3,288Rs.1,858 million, and it accounted for 13%9% of the PSAI segment’s revenues in the year ended March 31, 2015.2018. In India, we market our API products to Indian and multinational companies, many of whom are also our competitors in our Global Generics segment. The market in India is highly competitive, with severe pricing pressure and competition from lower cost foreign imports in several products.

Our PSAI segment’s sales to all of the other markets (excluding the United States, Europe and India) were Rs.7,056was Rs.8,860 million for the year ended March 31, 20152018 and accounted for 28%40% of our PSAI segment’s revenues for the year. Our PSAI segment’s other key markets include Brazil, Mexico, South KoreaChina and 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 focus is on building relationships with top customers in each of these markets and partnering with them in product launches by providing timely technical and analytical support.

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.

Going forward, we expect our PSAI segment to show growth on account of our investments in newer technologies and platforms. We are also pursuing a partnership model to enable our customers to reach more markets faster and efficiently by leveraging our cost leadership and presence across the globe.

PSAI Manufacturing and Raw Materials

The infrastructure for our PSAI segment consists of eightnine U.S. FDA-inspected plants (six of which are(seven in India, including one of which isin a Special Economic Zone, one in Mexico, and one of which is 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). In addition, we have also set up a new manufacturing facility which is part of a Special Economic Zone located in Devunipalavalasa, Srikakulam, Andhra Pradesh, India.

India. All of theour facilities in India are located in the states of Andhra Pradesh and Telangana. We have the flexibility to produce quantities that range from a few kilograms to several metric tons. 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

In November 2015, we received a warning letter from third party suppliers for resale. During the year ended March 31, 2015, approximately 7% 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.

The prices of our raw materials generally fluctuate in line with commodity cycles although the prices of raw materials used inU.S. FDA relating to cGMP deviations at our API manufacturing facilities at Miryalguda, Telangana and Srikakulam, Andhra Pradesh. Refer to item 4.A. “History and development of the company – Key business are generally more volatile. Raw material expense formsdevelopments – Re-Audit of the largest portion of our cost of revenues. We evaluate and manage our commodity price risk exposure through our operating procedures and sourcing policies.warning letter impacted sites” for further details.

Mexico. Our manufacturing 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 synthesizesmanufactures steroids as active ingredients for use in pharmaceuticalhuman and veterinary pharmaceutical products.

The

United Kingdom. Our 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. The non-exclusive license to Dow’s Pfēnex Expression TechnologyTMTechnology™ 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.

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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, 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 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. We also offer end to end project management support for effective deliveries.

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.

Raw Materials

Raw material expense forms the largest portion of our cost of revenues. Raw materials consist of fine chemicals, bulk chemicals, solvents, catalysts, and basic and advanced intermediates. The prices of these raw materials generally fluctuate in line with commodity cycles, demand supply situations and changes to government policies. We evaluate and manage our commodity price risk exposure through periodical supply contracts as well as agile and responsive sourcing procedures.

Competition

The global API market can broadly be divided into regulated and less regulated markets. The less regulated markets offer low entry barriers in terms of regulatory requirements and intellectual property rights. The 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. 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 Divis Laboratories Limited, Aurobindo Pharma Limited, Ranbaxy Laboratories Limited, Cipla Limited, Mylan 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 research and 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 Laboratories Limited, Dishman Pharmaceuticals & Chemicals Limited Jubilant Organosys Limited and Nicholas Piramal India Limited.Enterprises Ltd. Key competitors from outside India include Lonza Group, Koninklijke DSM N.V., Albany Molecular Research,AMRI Inc., Patheon Inc., Catalent Inc., Cambrex Inc., and Cardinal Health, Inc.WuXi PharmaTech. We distinguish ourselves from our keyIndian competitors by offering a wider range of cost effective services spanning the entire pharmaceutical value chain. GrowthThe inspection of our CPS facility in Hyderabad, India was completed by the U.S. FDA on September 21, 2017 with zero observations, and the U.S. FDA issued an establishment inspection report in December 2017. This facility also follows rigorous Safety and Information Security practices and is certified against ISO 27001:2013 standards for information security. For competitors from outside India, we distinguish ourselves through cost effectiveness. Keeping on par with the advancements in technology and changing needs of the innovator and mid-sized pharmaceutical companies, we are positioning ourselves in niche technologies. With growth in contract research and manufacturing isservices likely to be driven by increasingincreased outsourcing of late-stage and off-patent molecules by largemedium size pharmaceutical companies, to compete with generics. Weparticularly those focused on biotechnology and therapy, we expect India to emerge as an alliance and outsourcing destination of choice for global pharmaceutical companies.due to speed, skill and cost advantage.

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,recordkeeping, 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.

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”).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. Eightstandards.

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All of our manufacturing facilities are inspected and approved by the U.S. FDA. For European markets, we submit a European DMF and, wherewherever applicable, obtain a certificate of suitability from the European Directorate for the Quality of Medicines.

Proprietary Products Segment

Our Proprietary Products segment consistsfocuses on the research, development, and manufacture of our differentiated formulations business, our new chemical entities (“NCEs”) business,formulations. These novel products fall within the dermatology and our dermatology focused specialty business operatedneurology therapeutic areas and are marketed and sold through Promius™ Pharma.Promius® Pharma, LLC.

We continue to leverage our semi-virtual research and development model to expand our portfolio of drug discovery, differentiated and specialty formulations programs.formulation products. Our research and development efforts primarily focus on repurposing or improving the clinical properties of known,already approved and well-characterized API for application in thesethe dermatologic and neurologic disease areas. We achieve this by utilizing internal resources as well as efficiently collaborating with different biotechnologyleading technology and platform based companies and service providers, and tapping into their expertise inareas across different phases of the different areas of our drug development process. We continue to progress towards building a diversified portfolio with a sustainable mix of proprietary, branded differentiatedproprietary formulations generated through research and development with significantly reduced fixed costs.

In our Proprietary Products segment, our business model focuses on building a pipeline in therapeutic areas of dermatology and neurology.

Our research and development efforts have a unique “medicines-to-molecules” approach to product development. In this approach, we identify areas of medical need and then leverage in an integrated manner the disciplines of biology, chemistry, drug delivery, clinical development, regulatory and commercial positioning to constructdevelop differentiated formulations and NCEs.formulations.

We follow a hybrid

Our research and development model is both in-house and virtual (i.e., operations are outsourced, subject to our supervision of strategic and project management functions), with the followingand follows these core principles:

 

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

·develop creative research and development investment models and partnerships to access 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

·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 (India and other developing countries) to maximize cost advantages.

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, 2015,2018, we employed a total of 152171 scientists, including 3035 scientists who heldhold Ph.D. degrees across all of this segment’s locations.and six with M.D. degrees. We pursue an integrated research strategy through a mix of translational, formulation and analytical research at our laboratories. Our research strategy focusesWe focus on discovery of new molecular targets, designingdesign of screening assays to screen promising molecules and developingdevelopment of novel formulations of currently marketed drugs or combinations thereof to address unmet medical needs.

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

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Pipeline Status

As of March 31, 2015,2018, we had 1813 active productsproduct development programs in our Proprietary Products development pipelinepipeline. In January and February 2016, we received U.S. FDA approval of our New Drug Applications (each, a “NDA”) for two products – our dermatology product Sernivo® and our neurology product Zembrace®. Both products were launched in various stages of development. We have filed 3 NDAs for products from this pipeline, two in March 2015 and one in April 2015, all under section 505(b)(2) of the U.S. Federal Food, Drugmarket during the year ended March 31, 2017. In May and Cosmetic Act.November 2017, we received U.S. FDA approval for two dermatology products – DFD-10 (minocycline hydrochloride) and DFD-06 (Impoyz™ (clobetasol propionate)) cream. DFD-06 is out-licensed to Encore Dermatology Inc.

The details of our active products which are in Phase III or3 and the products for which an NDA has been filed from our Proprietary Products segmentswith the U.S FDA as of March 31, 20152018 are as follows:

 

Compound

 

DFN-02 (previously DFP-02)

(Sumatriptan intranasal spray)
 

DFD-01

DFD-11 (Xeglyze™)
Therapeutic Area 

DFD-06

Therapeutic AreaNeuroscience 

Migraine

Pediatrics
Indication 

Psoriasis

Psoriasis

Indication

ForAcute treatment of migraines, with or without aura.

aura in adults.
 

For treatmentTreatment of moderate plaque psoriasis.

For treatment of moderate psoriasis affecting up to 20% of the body surface areahead lice in patients 18 years6 months of age or older.

Significant developments during the period 

Pivotal bioequivalence studies were completed. Patient safety study initiated.

Phase IIIstudies and efficacy studies have been completed and U.S. NDA application has been filed in April 2015.

completed.
 

Non clinical activities areThe NDA was initially filed by Hatchtech in progress, Phase II studies have been completed and Phase III studies have been initiated. Registration batches have been made.

September 2015; ownership was transferred to us in December 2015.
Significant patents associated with the compound 

Patents (including those granted to the development partner) expiring in: U.S. – 2026; Australia and New Zealand – 2029, and South Africa – 2030. Patentas follows:

·    U.S.A. - 2031;

·    All other countries - 2030

Further, patent applications are pending in certain other countries.countries along with the U.S.A.

 

NoThree patents granted. Patentwere granted in the U.S.A., with estimated expiration in 2026. Patents were also granted in Australia, Canada, India, and New Zealand. Some other patent applications are pending in certain countries.

No patents granted.

countries, including the U.S.A.
Current status/ expected NDA filing* Phase III / 2018NDA was submitted in March 2018. NDA was submitted in September 2015 and we received a complete response letter (“CRL”) from the U.S. NDA submitted.Phase III / 2016FDA in August 2016.  We are in the process of submitting our response to the CRL.

[Continued to nextfrom prior table, first column repeated]

Compound

 

DFN-11

PPC-06 (Tepilamide Fumarate)
 

DFD-09

E7777
Therapeutic Area 

Migraine

Dermatology
 

Dermatology

Hematology-Oncology
Indication 

Acute treatmentTreatment of Migraine withplaque psoriasis in patients 18 years of age or without aura in adults.

older.
 

Treatment of only inflammatory lesions (papules and pustules) of rosacea in adult patients.

Cutaneous T Cell Lymphoma.
Significant developments during the period 

Successful completion of three bioequivalence studies.

This is a NCE program in-licensed from Xenoport Inc. (which was subsequently acquired by Arbor Pharmaceuticals). Phase 2 is completed.
 

Successful completion of bioequivalence studies.

This is an anti-cancer biologic agent in-licensed from EISAI limited.
Significant patents associated with the compound 

Five patents were granted, with estimated expiration of the last such patents in 2029. In addition, one notice of allowance has been received.

Patents were also granted in multiple other countries such as Australia, China, Europe, Japan and Russia, with estimated expiration in 2029. There are also other patent applications pending in the U.S.A. and some other countries.

None.
Current status/ expected NDA filing*Phase 2b studies are being executed.Phase 3 is in process. Submission of a biologics license application to the U.S. FDA is planned for 2019.

[Continued from prior table, first column repeated]

CompoundDFD-03 (Tazarotene Lotion)DFN-15 (Celecoxib Oral Solution)
Therapeutic AreaDermatologyNeurology
IndicationTreatment of acne vulgaris.Treatment of migraines in adults with or without aura.
Significant developments during the periodPhase 3 and other supporting studies were under progress during the year.Phase 3 clinical studies were completed and analysis was under progress.
Significant patents associated with the compound

Two patent were granted in the U.S.

 

Patent applications areThree patents were granted in the U.S.

Current status/ expected NDA filing*NDA is expected to be filed in India.

Current status/expected NDA filing*2019. 

U.S. NDA submitted.

U.S. NDA submitted.

expected to be filed in 2018/19.

 

*

The timelines for expected filing may change due to various factors, including outcome of Phase III3 studies, completion of Integrated Summary of Safety/Integrated Summary of Effectiveness (“ISS/ISE”), outcome of stability data and internal reprioritization of portfolio.

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Patents. Our Proprietary Products segment had the following patentspatent applications filed and issuedpatents granted as of March 31, 2015:2018:

 

Category

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

USPTO(1)

(# Filed)

 

USPTO(1)

(# Granted)

 

PCT(2)

(# Filed)

 

India

(# Filed)

 

India

(# Granted)

 

Anti-diabetic

   85     17     62     117     45    85   17   62   117   45 

Anti-cancer

   18     11     14     45     15    18   11   14   45   15 

Anti-bacterial

   8     7     10     22     4    8   7   10   22   4 

Anti-inflammation/cardiovascular

   43     23     35     24     3    47   27   35   26   3 

Anti-ulcerant

   1     1     —       1     —      1   1   -   1   - 

Miscellaneous

   11     3     3     26     8    20   18   4   27   8 

Differentiated formulations

   16     1     13     12     —      53   29   24   49   1 
  

 

   

 

   

 

   

 

   

 

 

TOTAL

 182   63   137   247   75  
  

 

   

 

   

 

   

 

   

 

 
Total  232   110   149   287   76 

 

(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.

Competition

The pharmaceutical and biotechnology industries are highly competitive. We face intense competition from organizations such as large and small pharmaceutical companies and biotechnology companies. 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 from 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 nonclinical 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.

In order to market a drug in the United States, we or our partners are 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.

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

 

Description

Preclinical

Nonclinical
 

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

1
 

Clinical studies to test safety and pharmacokinetic profile of a drug in humans.

normal human subjects.

Phase II

2
 

Clinical studies conducted with groups of patients to determine preliminary efficacy, dosage and expanded evidence of safety.

Phase III

3
 

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. PreclinicalNonclinical 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.

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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,Institutional Review Boards (“IRBs”) or Ethics Committees (“ECs”), 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 from 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 preclinical 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.

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.

In order to market 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 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 beare required to file a New Drug Application (“NDA”),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 beare 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.

Promius Pharma LLC

Promius Pharma isLLC (“Promius Pharma”), our subsidiary based in Princeton, New Jersey in the United States, focusing onconducts our U.S. Specialty Business,business, which is engaged in the developmentpromotion and salessale of branded specialty products in the therapeutic areas of dermatology and neurology.

In addition to its existing portfolio of proprietary and licensed dermatology and neurology products, Promius Pharma has a portfolio of in-licensed patented dermatology products. It also has an internala pipeline of dermatology and neurology products that are in different stages of development. Promius Pharma’s current portfolio contains innovative products for the treatment of seborrheic dermatitis, psoriasis, acne and steroid responsive dermatoses. It hasThe following are the products commercialized five products: EpiCeram®, which is a skin barrier emulsion for the treatment of atopic dermatitis; Scytera™, which is foam for the treatment of psoriasis; Promiseb™, which is a cream for the treatment for seborrheic dermatitis; Cloderm® (clocortolone pivalate 0.1%), which is a cream used for treating dermatological inflammation; and Trianex®, which is a cream for the treatment of the inflammatory and pruritic manifestations of corticosteroid responsive dermatoses.by Promius Pharma:

ProductFor treatment of
Promiseb®Seborrheic dermatitis
Cloderm® (clocortolone pivalate 0.1%)Corticosteroid-responsive dermatoses
Trianex®Inflammatory and pruritic manifestations of corticosteroid-responsive dermatoses
Zembrace® SymTouch®(subcutaneous sumatriptan 3mg)Autoinjector for treatment of migraine headaches
Sernivo® (betamethasone propionate, 0.05%)Mild to moderate plaque psoriasis

Promius Pharma leverages our research, development and manufacturing facilities in Hyderabad, India. Promius Pharma also works with various third party research organizations in conducting product development, pre-clinicalnon-clinical and clinical studies. Promius Pharma has 53 sales representatives, six regional sales managers and one sales director in the field. Its sales force targets physicians in the field of dermatology andManufacturing is supported by a direct marketing team and a public relations program. The manufacturing of Promius Pharma’s products has beenalso outsourced to third party manufacturers basedreputable contract manufacturing organizations in the United States and Europe. Both of Promius Pharma’s commercial groups - dermatology and neurology have the support of teams spanning marketing, sales operations, market access and medical affairs. The dermatology and neurology teams are comprised of 133 marketing, sales, and market access and operations professionals.

Seasonality

Certain parts of our business are affected by seasonality, primarily the India and Russia geographies in the Global Generics segment. The seasonal impact of these particular businesses may affect a quarterly comparison within any fiscal year. However, there is generally no significant seasonality impact on a year to year basis.

4.C.Organizational structure

Dr. Reddy’s Laboratories Limited is the parent company in our group. We had the following subsidiary companies whereRefer to Note 43 of our directconsolidated financial statements for a list of our subsidiaries and indirect ownership was more than 50% as of March 31, 2015:joint ventures.

 

Name of the subsidiary

54
 

Country of
Incorporation

Percentage of
Direct/Indirect
Ownership Interest

Aurigene Discovery Technologies (Malaysia) Sdn. Bhd.

Malaysia100%(3)

Aurigene Discovery Technologies Inc.

U.S.A.100%(3)

Aurigene Discovery Technologies Limited

India100%

beta Institut gemeinnützige GmbH

Germany100%(8)

betapharm Arzneimittel GmbH

Germany100%(8)

Cheminor Investments Limited

India100%

Chienna B.V.

Netherlands100%(14)

Chirotech Technology Limited

United Kingdom100%(5)

DRANU LLC

U.S.A.50%(16)

Dr. Reddy’s Bio-Sciences Limited

India100%

Dr. Reddy’s Farmaceutica Do Brasil Ltda.

Brazil100%

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

Australia100%(10)

Dr. Reddy’s Laboratories Canada, Inc.

Canada100%(10)

Dr. Reddy’s Laboratories (EU) Limited

United Kingdom100%(10)

Dr. Reddy’s Laboratories Inc.

U.S.A.100%(10)

Dr. Reddy’s Laboratories International SA

Switzerland100%(10)

Dr. Reddy’s Laboratories, LLC

Ukraine100%(10)

Dr. Reddy’s Laboratories Louisiana LLC

U.S.A.100%(6)

Dr. Reddy’s Laboratories New York, Inc.

U.S.A.100%(10)

Dr. Reddy’s Laboratories (Proprietary) Limited

South Africa100%(10)

Dr. Reddy’s Laboratories Romania S.R.L.

Romania100%(10)

Dr. Reddy’s Laboratories SA

Switzerland100%

Dr. Reddy’s Laboratories SAS (from November 4, 2014)

Colombia100%(10)

Dr. Reddy’s Laboratories Tennessee, LLC

U.S.A.100%(6)

Dr. Reddy’s Laboratories (UK) Limited

United Kingdom100%(5)

Dr. Reddy’s New Zealand Limited.

New Zealand100%(10)

Dr. Reddy’s Pharma SEZ Limited

India100%

Dr. Reddy’s Singapore PTE Limited

Singapore100%(10)

Dr. Reddy’s Srl

Italy100%(11)

Dr. Reddy’s Venezuela, C.A.

Venezuela100%(10)

DRL Impex Limited

India100%

Eurobridge Consulting B.V.

Netherlands100%(1)

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

Mexico100%

Idea2Enterprises (India) Pvt. Limited

India100%

I-Ven Pharma Capital Limited (until November 20, 2014)

India100%(12)

Kunshan Rotam Reddy Pharmaceutical Co. Limited

China51.33%(4)

Lacock Holdings Limited

Cyprus100%(10)

OOO Dr. Reddy’s Laboratories Limited

Russia100%(10)

OOO DRS LLC

Russia100%(9)

OctoPlus B.V. (formerly OctoPlus N.V.)

Netherlands100%(13)

OctoPlus Development B.V.

Netherlands100%(14)

OctoPlus Sciences B.V.

Netherlands100%(14)

OctoPlus PolyActive Sciences B.V.

Netherlands100%(15)

OctoPlus Technologies B.V.

Netherlands100%(14)

OctoShare B.V.

Netherlands100%(14)

Name of the subsidiary

Country of
Incorporation

Percentage of
Direct/Indirect
Ownership Interest

Promius Pharma LLC

U.S.A.100%(6)

Reddy Antilles N.V.

Netherlands100%

Reddy Specialities GmbH

Germany100%(8)

Reddy Cheminor S.A.

France100%(2)

Reddy Holding GmbH

Germany100%(10)

Reddy Netherlands B.V.

Netherlands100%(10)

Reddy Pharma Iberia SA

Spain100%

Reddy Pharma Italia S.p.A.

Italy100%(7)

 

(1)

Indirectly owned through Reddy Antilles N.V.

(2)

Subsidiary under liquidation.

(3)

Indirectly owned through Aurigene Discovery Technologies Limited.

(4)

Kunshan Rotam Reddy Pharmaceutical Co. Limited is a subsidiary, as we hold a 51.33% 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 S.p.A.

(12)

Indirectly owned through DRL Impex Limited. This company was liquidated effective November 20, 2014.

(13)

Indirectly owned through Reddy Netherlands B.V.

(14)

Indirectly owned through OctoPlus B.V. (formerly OctoPlus N.V.)

(15)

Indirectly owned through OctoPlus Sciences B.V.

(16)

DRANU LLC is consolidated in accordance with guidance available in IFRS 10.

4.D.Property, plant and equipment

Our principal executive offices are located in Hyderabad, Telangana, India. Our business operates through a number of subsidiaries having offices, research facilities and production sites throughout the world. The following table sets forth current information relating to our principal facilities:

 

Sl. No.

  

Location

  Approximate
Area
(Square feet)
  

Built up

Area

(Square feet)

  

Certifications

  

Installed

Capacity

  

Actual

Production

  

Within India

          

1

  

API Hyderabad Plant 1, Telangana, India(21)

  734,013  405,920  U.S. FDA and EUGMP  4,723(8)(11)  3,214(8)(11)

2

  

API Hyderabad Plant 2, Telangana, India(21)

  725,274  400,981  U.S. FDA and EUGMP  See above(11)  See above(11)

3

  

API Hyderabad Plant 3, Telangana, India(21)

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

4

  

API Hyderabad Plant 4, Telangana, India(21)

  228,033  141,035  U.S. FDA and EUGMP  See above(11)  See above(11)

5

  

API Nalgonda Plant, Telangana, India(21)

  3,402,907  609,025  U.S. FDA and EUGMP  See above(11)  See above(11)

6

  

API Srikakulam Plant, Andhra Pradesh, India(21)

  4,047,595  1,528,075  U.S. FDA and EUGMP  See above(11)  See above(11)

7

  

API Srikakulam Plant (SEZ), Andhra Pradesh, India(22)

  11,001,863  414,351    N/A  N/A

8

  

Technology Development Centre Hyderabad 1, Telangana, India(23)

  113,256  96,445  ISO 27001: 2005 Information Security Management System  N/A  N/A

9

  

Technology Development Centre Hyderabad 2, Telangana, India(23)

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

10

  

Formulations Hyderabad Plant 1, Telangana, India(22)

  217,729  195,348  (2)  8,221(6)(13)(15)  4,831(6)(13)

11

  

Formulations Hyderabad Plant 2, Telangana, India(22)

  3,202,862  987,765  (3)  See above(13)  See above(13)

12

  

Formulations Yanam Plant, Pondicherry, India(22)

  457,000  63,738    See above(13)  See above(13)

13

  

Formulations Baddi Plant 1, Himachal Pradesh, India(22)

  728,234  304,185  (19)  See above(13)  See above(13)

14

  

Formulations Baddi Plant 2, Himachal Pradesh, India(22)

  381,342  205,204    See above(13)  See above(13)

15

  

Biologics Hyderabad, Telangana, India(22)

  789,727  213,002  (2)  125,122(9)(14)  31,856(9)

16

  

Formulations Hyderabad Plant 3, Telangana, India(22)

  1,539,098  906,030  (4)  11,600(6)(10)  5,897(6)

17

  

Formulations Srikakulam Plant 1 (SEZ), Andhra Pradesh, India(17)(22)

  878,054  255,247  U.S. FDA  800(6)  N/A

18

  

Formulations Srikakulam Plant 2 (SEZ), Andhra Pradesh, India(17)(22)

  328,912  103,964    N/A  N/A

19

  

Formulations Visakhapatnam Plant 1 (SEZ), Andhra Pradesh, India(22)

  581,880  163,552  U.S. FDA and BfARM, Germany  127(6)(7)  11(6)

20

  

Formulations Visakhapatnam Plant 2 (SEZ), Andhra Pradesh, India(22)

  528,529  133,424    N/A  N/A

21

  

ADTL Hyderabad, Telangana, India(7)

  187,308  114,512    N/A  N/A

22

  

ADTL Bengaluru, Karnataka, India(7)

  718,455  266,408    N/A  N/A
  

Outside India

          

23

  

API Cuernavaca Plant, Mexico(23)

  2,361,840  689,719  (1)  3,500(8)  2,041(8)

24

  

API Mirfield Plant, United Kingdom(23)

  1,785,960  653,400  (20)  (12)  (12)

25

  

API Middleburgh Plant, New York, United States(5)(22)

  292,000  26,000    50-100(16)  N/A

26

  

Technology Development Centre, Cambridge, United Kingdom(5)(23)

  32,966  32,966    N/A  N/A

27

  

Technology Development Centre, OctoPlus N.V., Leiden, the Netherlands(5)(21)

  56,500  18,700  EUGMP  2(7)(8)  0.07(7)(8)

28

  

Formulations Beverley Plant, East Yorkshire, United Kingdom(22)

  81,000  32,500  U.K. MHRA cGMP  700(6)(14)(15)  400(6)(15)

29

  

Formulations Shreveport Plant, Louisiana, United States(22)

  1,817,123  335,000  U.S. FDA  5,875(6)(10)  3,291(6)

30

  

Formulations Bristol Plant, TN, United States(22)

  1,742,400  390,000  U.S. FDA  2,460(6)(10)  193(6)

Sl

No.

 Name/Location 

Approximate

Area

(Square feet)

 Segments Which Primarily Use
  Within India    
1 API Hyderabad Plant 1, Telangana, India 645,995 Global Generics and PSAI
2 API Hyderabad Plant 2, Telangana, India 781,379 Global Generics and PSAI
3 API Hyderabad Plant 3, Telangana, India 644,805 Global Generics and PSAI
4 API Hyderabad Plant 4, Telangana, India 189,343 Global Generics and PSAI
5 API Nalgonda Plant, Telangana, India 3,397,680 Global Generics and PSAI
6 API Srikakulam Plant, Andhra Pradesh, India 4,027,688 Global Generics and PSAI
7 API Srikakulam Plant (SEZ), Andhra Pradesh, India 9,917,739 Global Generics and PSAI
8 Technology Development Centre Hyderabad 1, Telangana, India 113,256 Global Generics and PSAI
9 Technology Development Centre Hyderabad 2, Telangana, India 68,825 Global Generics and PSAI
10 Formulations Hyderabad Plant 1, Telangana, India 271,379 Global Generics
11 Formulations Hyderabad Plant 2, Telangana, India 3,207,826 Global Generics
12 Formulations Baddi Plant 1, Himachal Pradesh, India 728,234 Global Generics
13 Formulations Baddi Plant 2, Himachal Pradesh, India 381,342 Global Generics
14 Biologics Hyderabad, Telangana, India 795,841 Global Generics
15 Formulations Hyderabad Plant 3, Telangana, India 1,539,089 Global Generics
16 Formulations Srikakulam Plant 1 (SEZ), Andhra Pradesh, India 879,041 Global Generics
17 Formulations Srikakulam Plant 2 (SEZ), Andhra Pradesh, India 334,105 Global Generics
18 Formulations Srikakulam Plant 11, Andhra Pradesh, India 8,611 Global Generics
19 Formulations Visakhapatnam Plant 1 (SEZ), Andhra Pradesh, India 582,206 Global Generics
20 Formulations Visakhapatnam Plant 2 (SEZ), Andhra Pradesh, India 544,322 Global Generics
21 ADTL Hyderabad, Telangana, India 187,308 Others
22 ADTL Bengaluru, Karnataka, India 689,216 Others
23 Integrated Product Development Center, Bengaluru, India 29,500 Others
24 Integrated Product Development Center, Telangana, India 103,350 Global Generics, PSAI and Proprietary
  Outside India    
25 API Cuernavaca Plant, Mexico 2,361,840 Global Generics and PSAI
26 API Mirfield Plant, United Kingdom 1,785,960 Global Generics and PSAI
27 API Middleburgh Plant, New York, United States 292,000 Global Generics
28 Technology Development Centre, Cambridge, United Kingdom 32,966 Global Generics and PSAI
29 Technology Development Centre, OctoPlus N.V., Leiden, the Netherlands 56,500 Global Generics and PSAI
30 Formulations Beverley Plant, East Yorkshire, United Kingdom 81,000 Global Generics
31 Formulations Shreveport Plant, Louisiana, United States 2,349,251 Global Generics
32 Formulations Bristol Plant, Tennessee, United States 1,742,400 Global Generics
33 Aurigene Discovery Technologies, Malaysia 5,672 Others

 

(1)

U.S. FDA; European Directorate for the Quality of Medicines & HealthCare (“EDQM”); Ministry of Health, Labour and Welfare, Japan; Secretaría de Salud, Mexico; Ministry of Health, Romania; Korean Ministry of Food and Drug Safety and Health Canada.

(2)

National Medicines Agency, Romania; Ministry of Health, Ukraine; National Center of Drugs, Medical Products and Medical Equipment Examination, Kazakhstan; World Health Organization, cGMP.

(3)

Medicine Control Council, Republic of South Africa; The State Company for Marketing Drugs and Medical Appliances, Ministry of Health, Iraq; Ministry of Health, Muscat; Ministry of Health, State of Bahrain; Ministry of Health, Kuwait; National Medicines Agency, Romania; Ministry of Health, Ukraine; World Health Organization, cGMP; Medicines and Health Care Products Regulatory Agencies (“MHRA”), U.K., British Retail Consortium; BfARM, Germany; National Center of Drugs, Medical Products and Medical Equipment Examination, Kazakhstan.

(4)

U.S. FDA; Medicines and Healthcare Products Regulatory Agency, U.K.; Medicines Control Council, South Africa; ANVISA, Brazil; Environmental Management System ISO 14001; Occupational Health and Safety Management System – OHSAS 18001; Quality Management System-ISO 9001:2000; BfARM, Germany; China Food and Drug Administration, China; Turkish Drug and Medical Institution, Turkey; Therapeutic Goods Administration, Australia; Ministry of Healthcare, Ukraine; National Center of Drugs, Medical Products and Medical Equipment Examination, Kazakhstan and WHO.

(5)

Leased facilities.

(6)

Million units.

(7)

On a single shift basis.

(8)

Tons.

(9)

Grams.

(10)

Three shift basis

(11)

Represents the aggregate capacity and production for the facilities serially numbered from 1 to 6 in this table.

(12)

Capacity and production at this facility is not separately tracked.

(13)

Represents the aggregate capacity and production for the facilities serially numbered from 10 to 14 in this table.

(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.

(16)

Kilograms.

(17)

This facility is part of our PSAI segment’s Special Economic Zone (“SEZ”) in Devunipalavalasa, Srikakulam, Andhra Pradesh, India.

(18)

Includes facilities of our Integrated Product Development Organization (“IPDO”), Leadership Academy and Global Distribution Centre located at our Bachupally Campus in Hyderabad, Telangana, India.

(19)

WHO-GMP, National Center of Drugs, Medical Products and Medical Equipment Examination, Kazakhstan, Ministry of Healthcare, Ukraine.

(20)

ISO 9001:2008, MHRA (UK), U.S. FDA and Korean FDA (Travapost).

(21)

This facility is used by our Global Generics and PSAI segments.

(22)

This facility is used by our Global Generics segment.

(23)

This facility is used by our PSAI segment.

Except for as indicated inDuring the notes above,three months ended March 31, 2018, we own alldisposed of our Formulations Yanam plant in Puducherry, India.

We generally own our facilities. However, some of our sites (primarily office space) are leased. All properties identified above, including leased properties, are either used for manufacturing and packaging of pharmaceutical products or for research and development activities. In addition to the above, we have sales, marketing and administrative offices, some of which are owned and some others are leased properties. We believe that our facilities are optimally utilized.

55

Global Generics

During the year ended March 31, 2013, we expanded our biosimilars facility in Hyderabad, Telangana, India to meet growing demand in emerging markets.

During the year ended March 31, 2014, we set up a new manufacturing facility, Formulations Visakhapatnam Plant 2 (SEZ), Andhra Pradesh, India for the manufacture of parenteral (injectable form) products. This facility helps us meet the demand for such products in some of our key markets, including the United States.

During the year ended March 31, 2015, we obtained approvals from the U.S. FDA for products to be manufactured from a recently commissioned oral solid dosage form facility, in a Special Economic Zone in Devunipalavalasa,Formulations Srikakulam Plant 1 (SEZ), Andhra Pradesh, India. The newThis plant, is intended forwhich began operations during the manufacture ofyear ended March 31, 2016, manufactures new molecules and certain high volume products of our Global Generics segment.

During Further, during the year ended March 31, 2014,2016, we set up a newbegan manufacturing facility in a Special Economic Zone in Duvvada, Visakhapatnam, Andhra Pradesh, India for the manufacture of parenteral (injectable form) products. This will help us meet the demand for such products in some of our key markets, including the United States.from this plant.

During the year ended March 31, 2013, we expanded our biosimilars facility in Hyderabad, Telangana, India to meet growing demand in emerging markets.

Pharmaceutical Services and Active Ingredients

During the year ended March 31, 2013, we set up a new manufacturing facility in a Special Economic Zone located in Devunipalavalasa, Srikakulam, Andhra Pradesh, India. We have begun filingfiled some of our new DMFs from this location and we expect to file some more during the year ending March 31, 2016.location. This plant is 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. This location also houses our Global Generics segment’s recently commissioned oral solid dosage form facility. The formal governmental approval for designating the property as a Special Economic Zone has been obtained.

Material plans to construct, expand and improve facilities

As of March 31, 2015,2018, we had capital work-in-progress of Rs.7,928 million and capital commitments of Rs.6,119Rs.3,788 million and Rs.4,173 million, respectively, for expansion of our manufacturing and research facilities, primarily relating to facilities located in India, and the United States.States and Mexico. Our current capital work-in-progress and capital commitments primarily include projects towards capacity enhancement of our biologics facility in Hyderabad, strengthening packaging capability of our formulations manufacturing facilities at Visakhapatnam, building infrastructure for implementing the serialization regulation in our facilities at Hyderabad and Visakhapatnam and a corporate learning and research centre in Visakhapatnam. We currently intend to finance our additional expansion plans entirely through our operating cash flows and through cash and other investments. A majority of these projects are expected to be completed during the fiscal years ending March 31, 20162019 and March 31, 2017.2020.

Environmental laws and regulations

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.

56

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

We are an integrated global pharmaceutical company committed to providing affordable and innovative medicines. 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 marketing authorizations for our products.

The Chief Operating Decision Maker (“CODM”) evaluates our performance and allocates resources based on an analysis of various performance indicators by reportable segments. The CODM reviews revenue and gross profit as the performance indicator for all of the operating segments, and does not review the total assets and liabilities of an operating segment. Our Chief Executive Officer is the CODM of our company.

Our reportable operating segments are as follows:

 

·Global Generics;

Global Generics;

·Pharmaceutical Services and Active Ingredients; and

·Proprietary Products.

 

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

Proprietary Products.

Global Generics. This segment consists of our business of manufacturing and marketing prescription and over-the-counter 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 segment includes the operations of our biologics business.

Pharmaceutical Services and Active Ingredients. This segment includes our business of manufacturing and marketing active pharmaceutical ingredients and intermediates, also known as “API” 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 our contract research services business and our manufacture and sale of active pharmaceutical ingredients and steroids in accordance with the specific customer requirements.

Proprietary Products. This segment consists of our Differentiated Formulations business our New Chemical Entities (“NCEs”) business,that focuses on the research, development, and ourmanufacture of differentiated formulations. These novel products fall within the dermatology focused specialty business operatedand neurology therapeutic areas and are marketed and sold through Promius™ Pharma.Promius® Pharma, LLC.

Others.This includes the operations of our wholly-owned subsidiary, Aurigene Discovery Technologies Limited, a discovery stage biotechnology company developing novel and best-in-class therapies in the fields of oncology and inflammation and which works with established pharmaceutical and biotechnology companies in early-stage collaborations, bringing drug candidates from hit generation through Investigational New Drug (“IND”) filing.to pre-clinical development.

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 defined as those that in our view are the most important to the portrayal of our financial condition and results and that require the most exercise of management’s judgment. We consider the policies discussed under the following paragraphs to be critical for an understanding of our financial statements. OurThe basis for preparation of our financial statements, 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 certain estimates and assumptions that require difficult, subjective and complex judgments. These judgments 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.

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:

 

57

Assessment of functional currency;

 

·Evaluation of joint arrangements;

Financial instruments;

·Assessment of functional currency;

·Financial instruments;

·Business combinations;

·Useful lives of property, plant and equipment and intangible assets;

·Valuation of inventories;

·Measurement of recoverable amounts of cash-generating units;

·Assets and obligations relating to employee benefits;

·Provisions and other accruals;

·Sales returns, rebates and chargeback provisions;

·Evaluation of recoverability of deferred tax assets; and

·Contingencies.

 

Business combinations;

Useful lives of property, plant and equipment and intangible assets;

Valuation of inventories;

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; and

Contingencies.

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 sales of generic products in India is recognized upon delivery of products to distributors by our clearing and forwarding agents. 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. Revenue from sales of active pharmaceutical ingredientsAPI and intermediates in India is recognized on delivery of products to customers (generally formulation manufacturers) from our factories. Revenue from export sales and other sales outside of India 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.

Profit share revenues

From time to time, we enter into marketing arrangements with certain business partners for the sale of our products in certain markets. Under such arrangements, we sell our products to the business partners at a non-refundable base purchase price agreed upon in the arrangement, and we are also entitled to a profit share which is over and above the base purchase price. The profit share is typically dependent on the business partner’s ultimate net sale 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 base purchase price is recognized in these transactions upon delivery of products to the business partners. An additional amount representing the profit share component is recognized as revenue in the period which corresponds to the ultimate sales of the products made by business partners only when the collectability of the profit share becomes probable and a reliable measurement of the profit share is available. Otherwise, recognition is deferred to a subsequent period pending satisfaction of such collectability and measurability requirements. In measuring the amount 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 performance obligations. Milestone payments which are contingent on achieving certain clinical milestones are recognized as revenues either on achievement of such milestones, if the milestones are considered substantive, or over the period we have continuing 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.

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Provision for chargeback, rebates, sales returns and discounts

In our U.S. Generics business, our gross revenues are significantly reduced by chargebacks, rebates, sales returns, discounts, shelf stock adjustments, Medicaid payments and similar “gross-to-net” adjustments. Each of such adjustments are discussed in detail below.

 

·

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 book closure process, a chargeback validation is performed in which we track and reconcile the volume of inventory sold 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%95% of the total value of chargebacks outstanding at every year end reporting date) 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.

 

·Shelf Stock Adjustments: Shelf stock adjustments are credits issued to customers to reflect decreases in the selling price of products sold by us, and are accrued 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.

·

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, ourOur estimate of sales returns is determined primarily by our experience in these markets.historical experience. 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.

 

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.

 

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Shelf Stock Adjustments: Shelf stock adjustments are credits issued to customers to reflect decreases in the selling price of products sold by us, and are accrued 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 90 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 71%68% of such “gross-to-net” adjustments for our U.S. Generics business for the year ended March 31, 2015.2018. 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)

Estimated inventory—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)

Unit pricing rate—At any point in time, inventory volumes on which we carry our chargeback accrual represents up to 1.5 monthsapproximately 1 month of sales volumes. Therefore, the sensitivity of price changes on our chargeback accrual only relates to such volumes. Assuming that the chargebacks were processed within such period, we analyzed the impact of changes of prices for the periods beginning April 1, 2014, 20132017, 2016 and 2012,2015, respectively, and ended March 31, 2015, 20142018, 2017 and 2013,2016, respectively, on our estimated inventory levels computed based on the methodology described above (see “Chargebacks” above). We note 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.

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A roll-forward for each major accrual for our U.S. Generics operations is presented below for our fiscal years ended March 31, 2013, 20142016, 2017 and 2015, respectively:2018:

 

Particulars

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

Beginning Balance: April 1, 2012

   124     60     7     14  

Current provisions relating to sales in current year

   1,162     246     14     19  

Provisions and adjustments relating to sales in prior years

   *     1     1     —    

Credits and payments**

   (1,119   (194   (10   (13
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance: March 31, 2013

 167   113   12   20  
  

 

 

   

 

 

   

 

 

   

 

 

 

Beginning Balance: April 1, 2013

 167   113   12   20  

Current provisions relating to sales in current year

 1,029   355   17   24  

Provisions and adjustments relating to sales in prior years

 *   2   0   —    

Credits and payments**

 (1,070 (340 (14 (16
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance: March 31, 2014

 126   130   15   28  
  

 

 

   

 

 

   

 

 

   

 

 

 

Beginning Balance: April 1, 2014

 126   130   15   28  

Current provisions relating to sales in current year(1)

 1,939   635   24   32  

Provisions and adjustments relating to sales in prior years

 *   —     0   —    

Credits and payments**

 (1,871 (543 (22 (20
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance: March 31, 2015

 194   222   17   40  
  

 

 

   

 

 

   

 

 

   

 

 

 
Particulars Chargebacks  Rebates  Medicaid  Sales
Returns
 
  (All values in U.S.$ millions) 
Beginning Balance: April 1, 2015  194   222   17   40 
Current provisions relating to sales during the year(1)  2,208   767   23   32 
Provisions and adjustments relating to sales in prior years  *  -   -   - 
Credits and payments**  (2,193)  (732)  (26)  (27)
Ending Balance: March 31, 2016  209   257   14   45 
                 
Beginning Balance: April 1, 2016  209   257   14   45 
Current provisions relating to sales during the year(2)  1,963   700   22   28 
Provisions and adjustments relating to sales in prior years  *  -   -   - 
Credits and payments**  (1,981)  (771)  (23)  (37)
Ending Balance: March 31, 2017  191   186   13   36 
                 
Beginning Balance: April 1, 2017  191   186   13   36 
Current provisions relating to sales during the year(3)  1,750   630   18   22 
Provisions and adjustments relating to sales in prior years  *  -   -   - 
Credits and payments**  (1,771)  (655)  (19)  (30)
Ending Balance: March 31, 2018  170   161   12   28 

 

*

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 up to 1.5approximately 1.1 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, medicaid payments or sales returns.

(1)

Chargebacks and rebates provisions for the year ended March 31, 20152016 and payments for the year ended March 31, 20152016 were each higher as compared to the year ended March 31, 2014,2015, primarily as a result of customer consolidation (such as the Walgreens Boots Alliance Development, the Red Oak Sourcing joint venture between CVS and Cardinal Health,product mix changes and the McKesson expanded distribution agreements with Rite Aidaddition of new products.

(2)Chargebacks and Omnicare). Such customer consolidation has ledrebates provisions for the year ended March 31, 2017 and payments for the year ended March 31, 2017 were each lower as compared to an increasethe year ended March 31, 2016, primarily as a result of lower sales, product mix changes and relatively low value of new products.

(3)Chargebacks and rebates provisions for the year ended March 31, 2018 and payments for the year ended March 31, 2018 were each lower as compared to the year ended March 31, 2017, primarily as a result of lower pricing rates per unit for chargebacks, due to a reduction in the difference between our invoice price to the wholesalerwholesalers for certain of our products, and the contract price through which thedue to certain product is resold in the retail part of the supply chain, as well as an increase in rebates offered to retail customers.

mix changes.

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.

Our overall provision for sales returns as at March 31, 20152018 was Rs.3,905Rs.3,210 million, as compared to a provision of Rs.2,504Rs.3,784 million as at March 31, 2014.2017. This increasedecrease in our provision was primarily attributable to a higherlower allowance for returns provision created for the year ended March 31, 20152018 due to higherlower sales recorded for the year ended March 31, 2015 and higher anticipated sales returns,2018 based on our historical experience and recent trends in actual sales returns, in the markets in which we operate. For further information regarding our sales return provisions, refer to Note 20 to our consolidated financial statements.

Services

Revenue from services rendered, which primarily relate to contract research, is recognized in the consolidated income statement 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.

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License fees

In the ordinary course of business, we periodically enter into certain dossier sales, licensing and supply arrangements with various parties. Income from licensing arrangements is generally recognized over the term of the contract. Some of these arrangements include certain performance obligations by us. Revenue from such arrangements is recognized in the period in which we complete all of our performance obligations.

Financial instruments

Non-derivative financial instruments

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

Non-derivative financial instruments are recognized initially at fair 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 cash on hand, demand deposits and 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 maturityoriginal maturities of three months or less from the date of investment. Bank overdrafts that are repayable on demand and 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

Held-to-maturity investments consist of investments in bonds with fixed or determinable payments and fixed maturity that we have the positive intention and the ability to hold to maturity. Such investments are initially measured at fair value with subsequent measurements made at amortized cost using the effective interest rate method.

Other investments

Other investments consist of term deposits with original maturities of more than three months, mutual funds and equity securities.

Investments in mutual funds and equity 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.equity under “fair value reserve”. When an investment is derecognized, the cumulative gain or loss in equity is transferred to the consolidated income statement.

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. After initial recognition, trade payables are recognized at amortized cost using effective interest rate method.

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. After initial recognition, trade receivables are recognized at amortized cost using effective interest rate method.

Debt instruments and other financial liabilities

We initially recognize debt instruments issued on the date that they originate. All other financial liabilities are recognized initially on the trade date, which is the date we become 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.

OthersOther non-derivative financial instruments

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

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De-recognition of financial assets and liabilities

We derecognize a financial 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 amortized cost, for the proceeds received.

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.

Offsetting financial assets and liabilities

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 ability to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Derivative financial instruments

We are exposed to exchange rate risks which arise from our foreign exchange revenues, expenses and borrowings primarily in U.S. dollars, U.K. pounds sterling, Russian roubles, Venezuelan bolivarsBrazilian reals, South African rands (“ZAR”), Romanian new leus and Euros, and foreign currency debt in U.S. dollars, Russian roubles, Ukranian hryvnia and Euros.

We use derivative financial instruments, including foreign exchange forward contracts, option contracts and currency swap contracts, to mitigate our risk of changes in foreign currency exchange rates and interest rates. We also use non-derivative financial instruments as part of our foreign currency exposure risk mitigation strategy.

Hedges of highly probable forecastedforecast transactions

We classify our derivative financial instruments that hedge foreign currency risk associated with highly probable forecastedforecast transactions as cash flow hedges 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-classifiedreclassified to the consolidated income statement as revenue in the period corresponding to the occurrence of the forecastedforecast transactions. The ineffective portion of such cash flow hedges is recorded in the consolidated 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 forecastedforecast transactions. Accordingly, we apply cash flow hedge accounting to such relationships. RemeasurementRe-measurement gain/loss on such non-derivative financial liabilities is recorded in our hedging reserve, as a component of equity, and reclassified to the consolidated income statement as revenue in the period corresponding to the occurrence of the forecastedforecast 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 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.

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. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income/(loss) is recognized immediately in the consolidated income statement.

Hedges of recognized assets and liabilities

Changes in the fair value of derivative financial instruments (such as 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 consolidated income statement. The changes in fair value of such derivative financial instruments, as well as the foreign exchange gains and losses relating to the monetary items, are recognized as part of “net finance income/(expense)” in the consolidated income statement.

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Hedges of changes in the interest rates

Consistent with our risk management policy, we use interest rate swaps to mitigate the risk of changes in interest rates. We do not use such instruments for trading or speculative purposes.

De-recognition of financial assets and liabilities

We derecognize a financial 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 amortized cost, for the proceeds received.

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.

Offsetting financial assets and liabilities

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 ability to offset the amounts and intend either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Foreign currency

Functional currency

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

In respect of allcertain 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). The operations of these subsidiaries are largely restricted to the importimporting of finished goods from our parent company in India, salesales of these products in the foreign country and making of import payments to our parent company. The cash flows realized from salesales of goods are available for making import payments to our parent company and cash is paid 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 generally determined to be the local currency of those countries/regions.regions, unless use of a different currency is considered appropriate.

Foreign currency transactions and foreign operations

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 translated into the functional currency at the exchange rate at that date. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized in profit or loss in the period in which they arise.

However, foreign currency differences arising from the translation of the following items are recognized in other comprehensive income (“OCI”):

-available-for-sale financial assets (except on impairment, in which case foreign currency differences that have been recognized in OCI are reclassified to the consolidated income statement);

-a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and

-qualifying cash flow hedges, to the extent that the hedges are effective.

When several exchange rates are available, the rate used is that at which the future cash flows represented by the transaction or balance could have been settled if those cash flows had occurred at the measurement date. In such circumstances, we consider all the relevant facts and circumstances in determining the most appropriate rate to use for the purpose of translation, including practical difficulties, uncertainties or delays associated with applying a foreign currency at a particular rate.

Foreign exchange gains and losses arising from a monetary item receivable from 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 (“FCTR”).

In the 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 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 FCTR. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to the consolidated income statement.

Business combinations

We use the acquisition method of accounting to account for any business combination that occurred on or after April 1, 2009. A business consists of inputs and processes applied to those inputs that have the ability to create outputs. It is not clear in all circumstances whether the acquired set of activities and assets constitutes a business or not. In such situations, we use our judgment and take into consideration various factors such as the industry, the structure of the entity’s operations and the stage of development, in determining whether the acquired set of activities and assets constitutes a business. Further, determining whether a particular set of assets and activities is a business is based on whether the integrated set is capable of being conducted and managed as a business by a market participant. The acquisition date is the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another. Control exists when we are exposed to, or have rights to variable returns from our involvement with the entity and have the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive.

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 of the identifiable assets acquired and liabilities assumed. When the fair value of the net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognized immediately in the consolidated income statement. 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. Consideration transferred does not include amounts related to the settlement of pre-existing relationships. Any goodwill that arises on account of such business combination is tested annually for impairment.

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Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not re-measured and the settlement is accounted for within equity. Otherwise, other contingent consideration is re-measured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recorded in the consolidated income statement.

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.

On an acquisition-by-acquisition basis, we recognize any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Transaction costs incurred by usthat 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.

Acquisitions of non-controlling interests are accounted for as transactions with equity holders in their capacity as equity holders. The difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity.

Property, plant and equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any. 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.

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 the consolidated income statement.

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 us and its cost can be measured reliably. The costs of repairs and maintenance are recognized in the consolidated income statement 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 the consolidated income statement 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. The depreciation expense is included in the costs of the functions using the asset. Land is not depreciated.

Leasehold improvements are depreciated over period of the lease agreement or the useful life, whichever is shorter.

Depreciation methods, useful lives and residual values are reviewed at each reporting date. The estimated useful lives are as follows:

 

Buildings 

- Factory and administrative buildings

20 - 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

65

Software for internal use, which is primarily acquired from third-party vendors and which is an integral part of a tangible asset, including consultancy charges for implementing the software, is capitalized as part of the related tangible asset. Subsequent costs associated with maintaining such software are recognized as expense as incurred. The capitalized costs are amortized over the estimated useful life of the software or the remaining useful life of the tangible fixed asset, whichever is lower.

Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date and the cost of property, plant and equipment not ready to use before such date are disclosed under capital work-in-progress. Assets not ready for use are not depreciated.

Goodwill and other intangible assets

Goodwill

Goodwill represents the excess of consideration transferred, together with the amount of non-controlling interest in the acquiree, over the fair value of our share of identifiable net assets acquired.

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.

Other intangible assetsRecognition and measurement

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.

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.

Expenditures on development activities involving a plan or design for the production of new or substantially improved products and processes are capitalized only if:

Goodwill

Goodwill represents the excess of consideration transferred, together with the amount of non-controlling interest in the acquiree, over the fair value of the Company’s share of identifiable net assets acquired.

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.

Other intangible assetsOther intangible assets that are acquired us and that have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses.
Research and development

Expenditures on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding are recognized in the consolidated income statement 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;

·     the product or process is technically and commercially feasible;

·     future economic benefits are probable; and

·     we intend to, and have 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 the consolidated income statement as incurred.

Separate acquisition of intangible assetsPayments to third parties that generally take the form of up-front payments and milestones for in-licensed products, compounds and intellectual property are capitalized. Our criteria for capitalization of such assets is consistent with the guidance given in paragraph 25 of International Accounting Standard 38 (“IAS 38”) (i.e., the receipt of economic benefits embodied in each intangible asset separately purchased or licensed in the transaction is considered to be probable).
In-Process Research and Development assets (“IPR&D”)Acquired research and development intangible assets that are under development are recognized as In-Process Research and Development assets (“IPR&D”).  IPR&D assets are not amortized, but evaluated for potential impairment on an annual basis or when there are indications that the carrying value may not be recoverable. Any impairment charge on such IPR&D assets is recorded in the consolidated income statement under "Research and Development expenses".

Subsequent expenditure

Other intangible assetsSubsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures, including expenditures on internally generated goodwill and brands, is recognized in the consolidated income statement as incurred.  
IPR&D assets

Subsequent expenditure on an IPR&D project acquired separately or in a business combination and recognized as an intangible asset is:

·      recognized as an expense when incurred, if it is research expenditure; 

·      recognized as an expense when incurred, if it is development expenditure that does not satisfy the criteria for recognition as an intangible asset in paragraph 57 of IAS 38; and 

·      added to the carrying amount of the acquired in-process research or development project, if it is development expenditure that satisfies the recognition criteria in paragraph 57 of IAS 38.

66

 

the product or process is technically and commercially feasible;

future economic benefits are probable; and

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

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. However, where the recognition criteria are met, intangible assets are capitalized and amortized on a straight-line basis over their useful economic lives from product launch.

As of March 31, 2015,2018, no internal drug development expenditure amounts have met the recognition criteria. 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 lossthe consolidated income statements as incurred.

In conducting our research and development activities related to new chemical entities (“NCEs”), we seek to optimize our expenditures and to limit our risk exposures. Most of our current research and development projects related to NCEs are at an early discovery/development phase. 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 NCE 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 related to NCEs have met the significance thresholds listed above.

A substantial portion of our current research and development activities relates to the development of bio-equivalent 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, 20152018 were Rs.17,449Rs.18,265 million, which was approximately 12%13% 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, 2015, 20142018, 2017 and 20132016 represented approximately 60%64%, 62%61%, and 60%65%, respectively, of our total research and development expenditures.

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 any 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 third parties that generally take the form of up-front payments and milestones for in-licensed products, compounds and intellectual property are capitalized. 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).

Acquired research and development intangible assets, which are under development and have accordingly not yet obtained marketing approval, are recognized as In-Process Research and Development (“IPR&D”) assets. IPR&D assets are not amortized, but evaluated for potential impairment on an annual basis or when there are indications that the carrying value may not be recoverable. Any impairment charge on such IPR&D assets is recorded in the consolidated income statement under “Research and Development expenses”.

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 reporting date. All other intangible assets are tested for impairment when there are indications that the carrying value may not be recoverable. All impairment losses are recognized immediately in the consolidated income statement.

Amortization

Amortization is recognized in the consolidated income statement on a straight-line basis over the estimated useful lives of intangible assets or on any other basis 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 are amortized from the date they are available for use.

In determining the useful life we consider the following factors:

 

-

technical, technological, commercial or other types of obsolescence;

 

-

expected actions by competitors or potential competitors;

 

-

typical product life cycles for the asset and public information on estimates of useful lives of similar assets that are used in a similar way; and

 

-

the period of control over the asset and legal or similar limits on the use of the asset.

The estimated useful lives are as follows:

Trademarks3 - 12 years
Product related intangibles5 - 15 years
Customer-related intangibles1 - 11 years
Technology related intangibles3 - 13 years
Other intangibles3 - 15 years

67

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.

Significant financial assets are tested for impairment on an individual basis.

All impairment losses are recognized in the consolidated income statement. When the fair value of available-for-sale financial assets declines below acquisition cost and there is objective evidence that the asset is impaired, the cumulative loss that has been recognized in other comprehensive income is transferred to the statement of income.consolidated income statement. An impairment loss may be reversed in subsequent periods if the indicators for the impairment no longer exist. Such reversals are recognized in other comprehensive income.

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 (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 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”).

In the circumstances where the asset specific discount rate is not directly available from the market, we use surrogates to estimate the discount rate. For this purpose, we take into consideration the following rates:

 

-

the weighted average cost of capital determined using techniques such as the Capital Asset Pricing Model;

 

-

our incremental borrowing rate; and

 

-

other market borrowing rates.

However, these rates are adjusted:

 

-

to reflect the way that the market would assess the specific risks associated with the asset’s estimated cash flows; and

 

-

to exclude the risks that are not relevant to the asset’s estimated cash flows or for which the estimated cash flows have been adjusted.

Consideration is given to risks such as country risk, currency risk and price risk.

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 the consolidated income statement. 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 for an asset other than goodwill is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss for an asset other than goodwill 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.

68

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; 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; and taxable temporary differences arising upon the initial recognition of goodwill.

-temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit;

-temporary 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; and

-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.

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 or loss 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 as tax expense for us and all such taxes are recognized in the statement of changes in equity as part of the associated dividend payment.

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 is based on the weighted average method. 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. 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.

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 of 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 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. 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. 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.

69

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 such circumstances, 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.

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.

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 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, 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.

Contingent liabilities and contingent assets

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets are not recognized in the financial statements. However, contingent assets are assessed continually and, if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change occurs.

Recent Accounting Pronouncements

Refer to Note 3(s) to our consolidated financial statements.

70

5.A.Operating results

Income Statement Data

 

  For the Year Ended March 31,  For the year ended March 31, 
  2015   2015   2014   2013  2018  2018  2017  2016 
  (Rs. in millions, U.S.$ in millions, both except share and per share
data)
  (Rs. in millions, U.S.$ in millions) 
  Convenience
translation
into U.S.$
              Convenience
translation into
U.S.$
        

Revenues

  U.S.$2,378     Rs.148,189     Rs.132,170     Rs.116,266   U.S.$2,181  Rs.142,028  Rs.140,809  Rs.154,708 

Cost of revenues

   1,008     62,786     56,369     55,687    1,009   65,724   62,453   62,427 

Gross profit

   1,371     85,403     75,801     60,579    1,172   76,304   78,356   92,281 

Selling, general and administrative expenses

   683     42,585     38,783     34,272    720   46,910   46,372   45,702 

Research and development expenses

   280     17,449     12,402     7,674    281   18,265   19,551   17,834 

Other (income)/expense, net

   (15   (917   (1,416   (2,479  (12)  (788)  (1,065)  (874)

Results from operating activities

   422     26,286     26,032     21,112    183   11,917   13,498   29,619 

Finance (expense)/income, net

   27     1,682     400     460    32   2,080   806   (2,708)

Share of profit of equity accounted investees, net of tax

   3     195     174     104    5   344   349   229 

Profit/(loss) before tax

   452     28,163     26,606     21,676  
Profit before tax  220   14,341   14,653   27,140 

Tax expense

   (96   (5,984   (5,094   (4,900  70   4,535   2,614   7,127 

Profit/(loss) for the year

   356     22,179     21,512     16,776  
Profit for the year U.S.$151  Rs.9,806  Rs.12,039  Rs.20,013 

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 
  Percentage of Sales For the
year ended March 31,
 Percentage Increase/
(Decrease)
  For the year ended March 31,  Increase/(Decrease) 
  2015 2014 2013 2014 to 2015 2013 to 2014  2018  2017  2016  

2017 to

2018

 

2016 to

2017

 

Revenues

   100.0 100.0 100.0 12.1 13.7  100.0%  100.0%  100.0%  0.9%  (9.0%)

Gross profit

   57.6  57.4  52.1  12.7  25.1  53.7%  55.6%  59.6%  (2.6%)  (15.1%)

Selling, general, and administrative expenses

   28.7 29.3 29.5 9.8 13.2  33.0%  32.9%  29.5%  1.2%  1.5%

Research and development expenses

   11.8 9.4 6.6 40.7 61.6  12.9%  13.9%  11.5%  (6.6%)  9.6%

Other (income)/expense, net

   (0.6%)  (1.1%)  (2.1%)  (35.3%)  (42.9%)   (0.6%)  (0.8%)  (0.6%)  (26.0%)  21.8%

Results from operating activities

   17.7  19.8  18.2 1.0  23.3  8.4%  9.6%  19.1%  (11.7%)  (54.4%)

Finance (expense)/income, net

   1.1 0.3 0.4 320.4 (13.0%)   1.5%  0.6%  (1.8%)  158.1%  (129.8%)

Share of profit of equity accounted investees, net of tax

   0.1 0.1 0.1 12.1 67.3  0.2%  0.2%  0.1%  (1.4%)  52.5%

Profit before income taxes

   19.0  20.1  18.6 5.9  22.7
Profit before taxes  10.1%  10.4%  17.5%  (2.1%)  (46.0%)

Tax expense

   (4.0%)  (3.9%)  (4.2%)  17.5 4.0  3.2%  1.9%  4.6%  73.5%  (63.3%)

Profit for the period

   15.0  16.3  14.4 3.1  28.2
Profit for the year  6.9%  8.5%  12.9%  (18.5%)  (39.8%)

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

 

  For the year ended March 31,  For the year ended March 31, 
  2015 2014 2013  2018  2017  2016 
  (Rs. in millions)  (Rs. in millions) 
  Revenues   Revenues
(Segment
% of Total)
 Revenues   Revenues
(Segment
% of Total)
 Revenues   Revenues
(Segment
% of Total)
  Revenues  

% of

Segment

revenue

  Revenues  

% of

Segment

revenue

  Revenues  

% of

Segment

revenue

 

Global Generics

  Rs.120,556     81 Rs.105,164     80 Rs.82,563     71 Rs.114,014   80% Rs.115,409   82% Rs.128,062   83%

Pharmaceutical Services and Active Ingredients

   25,456     17 23,974     18 30,702     26
PSAI  21,992   16%  21,277   15%  22,379   14%

Proprietary Products

   1,013     1 1,778     1 1,468     1  4,245   3%  2,363   2%  2,659   2%

Others

   1,164     1 1,254     1 1,533     2  1,777   1%  1,760   1%  1,608   1%
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

Rs.148,189   100Rs.132,170   100Rs.116,266   100 Rs.142,028   100% Rs.140,809   100% Rs.154,708   100%
  

 

   

 

  

 

   

 

  

 

   

 

 

71

Fiscal Year Ended March 31, 20152018 compared to Fiscal Year Ended March 31, 20142017

Revenues

Our overall consolidated revenues were Rs.148,189Rs.142,028 million for the year ended March 31, 2015,2018, an increase of 12%1% as compared to Rs.132,170Rs.140,809 million for the year ended March 31, 2014. Revenue2017. This revenue growth for the year ended March 31, 20152018 was largelyprimarily due to higher income from out-licensing products in our proprietary products segment, partially offset by decreased sales (largely driven by reduced prices) in our Global Generics segment’s operations in theNorth America (the United States 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), primarily Venezuela.Canada) business.

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

 

  For the year ended March 31,  For the year ended March 31, 
  2015 2014 2013  2018  2017  2016 
  Revenues   % of Total
Revenue *
 Revenues   % of Total
Revenue *
 Revenues   % of Total
Revenue *
  Revenues  

% of

Total

Revenue *

  Revenues  

% of

Total

Revenue *

  Revenues  

% of

Total

Revenue *

 
  (Rs. in millions)  (Rs. in millions) 

Global Generics

  Rs.120,556     81 Rs.105,164     80 Rs.82,563     71 Rs.114,014   80% Rs.115,409   82% Rs.128,062   83%

North America (the United States and Canada)

   64,723     54 55,303     53 37,846     46  59,822   53%  63,601   55%  75,445   59%

Europe

   7,193     6 6,970     6 7,716     9  8,217   7%  7,606   7%  7,732   6%

India

   17,870     15 15,713     15 14,560     18  23,321   20%  23,131   20%  21,293   17%

Russia and other countries of the former Soviet Union

   17,713     15 19,819     19 16,908     20  16,528   15%  15,238   13%  14,176   11%

Others

   13,057     11 7,359     7 5,533     7  6,126   5%  5,833   5%  9,416   7%

Pharmaceutical Services and Active Ingredients

  Rs.25,456     17 Rs.23,974     18 Rs.30,702     26

North America (the United States and Canada)

   4,605     18 3,820     16 5,744     19

Europe

   10,507     41 9,058     38 12,007     39

India

   3,288     13 3,787     16 4,638     15

Others

   7,056     28 7,309     30 8,313     27
PSAI  21,992   16%  21,277   15%  22,379   14%

Proprietary Products and Others

  Rs.2,177     2 Rs.3,032     2 Rs.3,001     3  6,022   4%  4,123   3%  4,267   3%
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

Rs.148,189   100Rs.132,170   100Rs.116,266   100  142,028   100%  140,809   100%  154,708   100%
  

 

   

 

  

 

   

 

  

 

   

 

 

 

*

*This represents the segment’s revenue from sales in the respective geography as a percentage of the total segment’s revenue.

 

DuringFor the year ended March 31, 2015,2018, the Indian rupeeU.S. dollar depreciated by approximately 1.1% against the U.S. dollar, while4%, and the Euro and the Russian rouble depreciated by approximately 4.5%appreciated 3% and 22.3%5%, respectively, against the Indian rupee as compared to the year ended March 31, 2014.2017. These changes in exchange rates reduceddecreased our reported revenues because of the decrease in Indian rupee realization from sales in Euros and Russian roubles. However, our lower realization for the Russian rouble was partially offset by net gains realized on cash flow hedges undertaken by us to hedge the foreign currency risk associated with highly probable forecasted sales transactions. Accordingly, on a net basis, our realizations of Russian rouble denominated revenues reported in Indian rupees were lower by 19% for the year ended March 31, 2015, as compared to our revenues for the year ended March 31, 2014 adjusted for gains on such cash flow hedges, on account of the depreciation of the Russian rouble.U.S. dollars.

Segment analysis

Global Generics

Revenues from our Global Generics segment were Rs.120,556Rs.114,014 million for the year ended March 31, 2015, an increase2018, a decrease of 15%1% as compared to Rs.105,164Rs.115,409 million for the year ended March 31, 2014.2017. The revenue growthdecline was largely led byattributable to this segment’s operations in the United States, India and Venezuela.States.

After taking into account the impact of exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, the foregoing increasedecrease in revenues of this segment was attributable to the following factors:

 

an increase of approximately 7% resulting from the introduction of new products during the year ended March 31, 2015;

·a decrease of approximately 13% resulting from the net impact of changes in sales prices of the products in this segment;

 

a decrease of approximately 13% resulting from the net impact of decreases in sales prices of products; and

·the foregoing was partially offset by an increase of approximately 5% resulting from a net increase in the sales volumes of existing products in this segment; and

 

·in addition, the foregoing was also partially offset by an increase of approximately 7% resulting from new products launched during the year ended March 31, 2018.

an increase of approximately 21% resulting from increased sales volumes of existing products (including the annualized impact of products launched during the year ended March 31, 2014).

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

North America (the United States and Canada):Our Global Generics segment’s revenues from North America (the United States and Canada) were Rs.64,723Rs.59,822 million for the year ended March 31, 2015, an increase2018, a decrease of 17%6% as compared to the year ended March 31, 2014.2017. In U.S. dollar absolute currency terms (i.e., U.S. dollars without taking into account the effect of currency exchange rates), such revenues increaseddecreased by 15%4% for the year ended March 31, 20152018 as compared to the year ended March 31, 2014.2017.

72

This revenue growthdecrease was largely attributable to the following:

 

·reduced sales (primarily due to significant price erosion) as a result of increased competition for our key products, such as valgancyclovir, decitabine and azacitidine;

·significant decline in our sale of products to McNeil Consumer Healthcare following the conclusion of some of our existing supply arrangements with them; and

·the foregoing was partially offset by revenues from new products launched during the year ended March 31, 2015,2018, such as valganciclovir, sirolimusezetimibe and Habitrol®;

simvastatin, doxorubicin hydrochloride liposome injection, sevelamer carbonate and palonosetron hydrochloride injection.

 

a gain in market share of certain of our existing products, such as divalproex sodium ER, azacitidine, decitabine, and ziprasidone; and

the foregoing was partially offset by lower realization from certain of our existing products due to price decreases.

The following table sets forth products that we launched in the United States during the year ended March 31, 2015:

Product

Innovator’s
Brand

Innovator

eszopiclone

Lunesta®Seprocor

fenofibrate capsules

Antara®Ethypharm

paricalcitol

Zemplar®Abbott

duloxetine delayed release capsules

Cymbalta®Eli Lilly

levalbuterol hydrochloride

Xopenex®Sunovion Pharmaceuticals

sirolimus

Rapamune®Pfizer

docetaxel

Taxotere®Sanofi

fexofenadine pseudophedrine HCL OTC

Allegra D12®Sanofi

fluconazole

Diflucan®Pfizer

valganciclovir

Valcyte®Roche

isotretinoin 30 mg

Zenatane®Roche

Furthermore, during the year ended March 31, 2015, we acquired from Novartis Consumer Health Inc. the title and rights to its Habitrol® brand (an over-the-counter nicotine replacement therapy transdermal patch) and related U.S. marketing rights, and we began marketing the product in the United States.

During the year ended March 31, 2015,2018, we made 1319 new ANDA filings and as of March 31, 2015 our cumulative ANDA filings were 220.with the U.S. FDA. As of March 31, 2015,2018 our cumulative filings were 284, which includes 4 NDA filings under section 505(b)(2) and 280 ANDA filings. These 280 ANDA filings include 8 ANDAs that we acquired from Teva and an affiliate of Allergan plc. As of March 31, 2018, we had 68 ANDAs110 filings pending approval atwith the U.S. FDA of(107 ANDAs and 3 NDAs under 505(b)(2) route including 14 tentative approvals). Of the 107 ANDAs which 43are pending approval, 63 are Paragraph IV filings, and we believe that we are the first to file with respect to 1330 of these filings. Further, these 107 ANDAs which are pending for approval include 6 ANDAs acquired from Teva and Allergan plc’s affiliate, of which 5 are Paragraph IV filings.

IndiaIndia:: Our Global Generics segment’s revenues from India were Rs.23,321 million, for the year ended March 31, 2015 were Rs.17,870 million,2018, an increase of 14%1% as compared to the year ended March 31, 2014.2017. This growth was largely attributable to the increase in sales volumes across our key brands and revenues from new brands launched in India during the year ended March 31, 2015.2018, and an increase in sales volumes of our existing products, which was partially offset by the decrease in sales prices of our existing products.

Prior to the transition to India’s new Goods and Service Tax (“GST”) regime, which became effective on July 1, 2017, the excise duty amount was recorded in revenues with a corresponding amount recorded in the cost of revenues. For periods effective on or after July 1, 2017, excise duty has been subsumed in the GST, and is not recorded in revenues or cost of revenues. Consequently, the revenues reported for periods subsequent to the GST transition no longer reflect excise duty, and the reported growth would therefore be lower. According to IMS Health in its Moving Annual Total report for the year ended March 31, 2015,2018, our secondary sales in India grew by 13.1%1.8% during such period, as compared to the India pharmaceutical market’s growth of 12.1%6.3% during such period. During the year ended March 31, 2015,2018, we launched 1820 new brands in India such as DOXT-SLTM, Melgain®, XaliboTM , and Resof™ (sofosbuvir).India.

Furthermore, in April 2015, we entered into a definitive agreement with UCB India Private Limited and other UCB group companies (together referred to as “UCB”) to acquire a select portfolio of established products business in the territories of India, Nepal, Sri Lanka and Maldives for a total purchase consideration of Rs.8,000 million. The purchased business was acquired on a slump sale basis (an Indian tax law concept which refers to the transfer of a business as a going concern without values being assigned to individual assets and liabilities). The transaction includes approximately 350 employees engaged in the operations of the acquired India business. The acquisition is expected to strengthen our presence in the areas of dermatology, respiratory and pediatric products. The acquired business had revenues of approximately Rs.1,500 million for the year ended December 31, 2014. The transaction was closed on June 16, 2015 and we began marketing of these products.

Emerging Markets:Markets: Our Global Generics segment’s revenues from our “Emerging Markets” (which is comprised of Russia, other countries of the former Soviet Union, Romania and certain other countries from our “Rest of the World” markets, primarily Venezuela, South Africa and Australia) were Rs.22,654 million for the year ended March 31, 2015 were Rs.30,770 million,2018, an increase of 13%8% as compared to the year ended March 31, 2014. The reasons for this growth are set forth below in the separate discussions of these geographies.2017. This revenue increase was largely attributable to increased revenues from Russia and other countries, as described below.

Russia:Our Global Generics segment’s revenues from Russia were Rs.14,922Rs.12,606 million for the year ended March 31, 2015, a decrease2018, an increase of 9% as compared to the year ended March 31, 2014.2017. In Russian rouble absolute currency terms (i.e., Russian roubles without taking into account the effect of currency exchange rates), such revenues increased by 13%4% for the year ended March 31, 20152018 as compared to the year ended March 31, 2014.2017. This revenue increase was largely attributable to increased supplies of rituximab. Our over-the-counter (“OTC”) division’s revenues from Russia for the year ended March 31, 20152018 were 36%approximately 43% of our total revenues from Russia, and we intend to further strengthen our OTC sales by continuous branding initiatives.Russia.

According to IMS Health, as per its report for the year ended March 31, 2015,2018, our sales value (in Russian roubles) growth and volume growth from Russia for such period, as compared to the Russian pharmaceutical market sales value (in Russian roubles) growth and volume growth for the year ended March 31, 2015such period, was as follows:

 

  Year ended March 31, 2015  Year ended March 31, 2018 
  Dr. Reddy’s Russian
pharmaceutical
market
  Dr. Reddy's  

Russian pharmaceutical

market

 
  Sales value Volume Sales value Volume  Sales value  Volume  Sales value  Volume 

Prescription (Rx)

   6.62 -5.67 12.29 0.27  1.66%  (2.02%)  6.33%  1.03% 

Over-the-counter (OTC)

   16.86 7.28 12.30 -1.84  5.04%  (0.26%)  0.76%  (3.45%)

Total (Rx + OTC)

   10.10 -2.66 12.29 -1.26  3.00%  (1.50%)  3.35%  (2.14%)

73

As per the above referenced IMS Health report, our volume-based market shares in Russia for the years ended March 31, 20152018 and 20142017 were as follows:

 

 Year ended March 31, 
  Year ended
March 31,
  Volume based  Value based 
  2015 2014  2018  2017  2018  2017 

Prescription (Rx)

   4.68 4.97  4.21%  4.30%  1.94%  2.00%

Over-the-counter (OTC)

   0.63 0.58  0.51%  0.71%  0.61%  0.60%

Total (Rx + OTC)

   1.77 1.80  1.78%  1.77%  1.54%  1.54%

Other countries of the former Soviet Union:Union and Romania: Our Global Generics segment’s revenues from other countries of the former Soviet Union and Romania were Rs.3,922 million for the year ended March 31, 2015 were Rs.2,791 million, a decrease2018, an increase of 20% over the year ended March 31, 2014. This decline was largely on account of a decrease in sales volumes in Ukraine, primarily on account of the geo-political situation in Ukraine coupled with depreciation of the Ukrainian hryvnia against the Indian rupee. During the year ended March 31, 2015, the Ukrainian hryvnia depreciated by approximately 41%6% as compared to the year ended March 31, 2014.2017. This increase was largely attributable to increased revenues from our existing products, as well as revenues from new products launched during the year ended March 31, 2018, primarily from nasavin tablets.

Rest of the World Markets:World” Markets: We refer to all markets of this segment, other than North America (the United States and Canada), Europe, Russia and other countries of the former Soviet Union, Romania and India, as our “Rest of the World” markets. Our Global Generics segment’s revenues from our “Rest of the World” markets were Rs.13,057Rs.6,126 million for the year ended March 31, 2015,2018, an increase of 77%5% as compared to the year ended March 31, 2014. The growth was largely led by increased2017. During the year ended March 31, 2018, we expanded our presence in Brazil and Colombia, where we have a portfolio of high quality and affordable medicines for cancer patients.

Europe: Our Global Generics segment’s revenues in Venezuela attributable to new marketing initiatives for prescription products. Our sales in Venezuelafrom Europe are primarily derived from Germany, the United Kingdom and our out-licensing business across Europe, and were Rs.8,335Rs.8,217 million for the year ended March 31, 2015.2018, an increase of 8% as compared to the year ended March 31, 2017. This increase was primarily on account of higher sales in the United Kingdom and higher revenues from out-licensing products.

Europe:Pharmaceutical Services and Active Ingredients

Our Global GenericsPSAI segment’s revenues from Europe were Rs.7,193Rs.21,992 million for the year ended March 31, 2015,2018, an increase of 3% as compared to the year ended March 31, 2014. This growth was led by revenues from new products launched during the year ended March 31, 2015.

Pharmaceutical Services and Active Ingredients (“PSAI”)

Our PSAI segment’s revenues for the year ended March 31, 2015 were Rs.25,456 million, an increase of 6% as compared to the year ended March 31, 2014.2017. After taking into account the impact of the exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, this increase in revenues was largely attributable to:

 

increased sales of active pharmaceutical ingredients for the year ended March 31, 2015, primarily attributable to certain key products such as capecitabine and epoxide, partially offset by the net impact of changes in sales prices of existing products, all of which increased our PSAI segment’s revenues by approximately 5%; and

·increased sales of active pharmaceutical ingredients for the year ended March 31, 2018, which increased our PSAI segment’s revenues by approximately 6%; and

 

·the foregoing was partially offset by decreased customer orders for our pharmaceutical development services, which decreased our PSAI segment’s revenues by approximately 3%.

increased customer orders in our pharmaceutical development services for certain products provided to innovator companies, which increased our PSAI segment’s revenues by approximately 1%.

During the year ended March 31, 2015,2018, we filed 7773 Drug Master Files (“DMFs”) worldwide. Cumulatively, our total worldwide DMFs as of March 31, 20152017 were 735,882, including 219207 DMFs in the United States.

Gross Profit

Our total gross profit was Rs.85,403Rs.76,304 million for the year ended March 31, 2015,2018, representing 57.6%53.7% of our total revenues for thisthat period, as compared to Rs.75,801Rs.78,356 million for the year ended March 31, 2014,2017, representing 57.4%55.6% of our total revenues for suchthat period.

The following table sets forth, for the periodsperiod indicated, our gross profit by segment:

 

  For the year ended March 31,  For the year ended March 31, 
  2015 2014 2013  2018  2017  2016 
  (Rs. in millions)  (Rs. in millions) 
  Gross
Profit
   Gross
Profit
(% of
Segment
Revenue)
 Gross
Profit
   Gross
Profit
(% of
Segment
Revenue)
 Gross
Profit
   Gross
Profit
(% of
Segment
Revenue)
  

Gross

Profit

 

% of

Segment

Revenue

 

Gross

Profit

 

% of

Segment

Revenue

 

Gross

Profit

 

% of

Segment

Revenue

 

Global Generics

   Rs.78,553     65 Rs.69,148     66 Rs.48,721     59  Rs.67,190   59%  Rs.71,079   62%  Rs.84,427   66%

Pharmaceutical Services and Active Ingredients

   5,709     22 4,848     20 9,970     32
PSAI  4,446   20%  4,473   21%  4,931   22%

Proprietary Products

   812     80 1,606     90 1,324     90  3,799   89%  1,951   83%  2,217   83%

Others

   329     28 199     16 564     37  869   49%  853   49%  706   44%
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

 Rs.85,403   58 Rs.75,801   57 Rs.60,579   52  76,304   54%  Rs.78,356   56%  Rs.92,281   60%
  

 

   

 

  

 

   

 

  

 

   

 

 

74

After taking into account the impact of the exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, the gross profitsprofit from our Global Generics segment decreased to 65.2%59% for the year ended March 31, 2015 from 65.8%2018, as compared to 62% for the year ended March 31, 2014.2017. This decrease was largely attributable to significant price erosion in the United States and the impact of changes in our existing business mix (i.e., a decrease in the proportion of sales of higher gross margin products and an increase in the proportion of sales of lower gross margin products).

The gross profit from our PSAI segment decreased to 20% for the year ended March 31, 2018, from 21% for the year ended March 31, 2017. This decrease was primarily due to a decrease in sales of products with higher gross profit margins during the year ended March 31, 2018.

Selling, general and administrative expenses

Our selling, general and administrative expenses were Rs.46,910 million for the year ended March 31, 2018, an increase of 1% as compared to Rs.46,372 million for the year ended March 31, 2017. After taking into account the impact of exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, this increase was largely attributable to the following:

·increased personnel costs, primarily on account of annual raises and increases in the number of employees, all of which increased our selling, general and administrative expenses by approximately 3%; and

·the foregoing was partially offset by decreased other costs, which decreased our selling, general and administrative expenses by approximately 2%.

As a proportion of our total revenues, our selling, general and administrative expenses was at 33.0% for the year ended March 31, 2018 as compared to 32.9% for the year ended March 31, 2017.

Research and development expenses

Our research and development expenses were Rs.18,265 million for the year ended March 31, 2018, a decrease of 7% as compared to Rs.19,551 million for the year ended March 31, 2017. The decrease was primarily on account of deferrals in certain milestone related payments to subsequent quarters of the year ending March 31, 2019. Our focus continues on building our pipeline of complex generics, biosimilars and differentiated products.

As a proportion of our total revenues, our research and development expense was at 12.9% for the year ended March 31, 2018 as compared to 13.9% for the year ended March 31, 2017.

75

Other (income)/expense, net

Our net other income was Rs.788 million for the year ended March 31, 2018, a decrease of 26% as compared to net other income of Rs.1,065 million for the year ended March 31, 2017.

Finance (expense)/income, net

Our net finance income was Rs.2,080 million for the year ended March 31, 2018, as compared to net finance income of Rs.806 million for the year ended March 31, 2017. The increase in net finance income was attributable to:

·profit on sale of investments of Rs.2,270 million for the year ended March 31, 2018, as compared to profit on sale of investments of Rs.957 million for the year ended March 31, 2017;

·the foregoing was partially offset by an increase in net interest expense to Rs.248 million for the year ended March 31, 2018, as compared to net interest expense of Rs.77 million for the year ended March 31, 2017; and

·the foregoing was further partially offset by a decrease in net foreign exchange gain to Rs.58 million for the year ended March 31, 2018, as compared to net foreign exchange loss of Rs.74 million for the year ended March 31, 2017.

Profit before tax

As a result of the above, our profit before taxes was Rs.14,341 million for the year ended March 31, 2018, a decrease of 2% as compared to Rs.14,653 million for the year ended March 31, 2017.

Tax expense

Our tax expense was Rs.4,535 million for the year ended March 31, 2018, as compared to Rs.2,614 million for the year ended March 31, 2017. Our consolidated weighted average tax rate was 31.6% for the year ended March 31, 2018, as compared to 17.8% for the year ended March 31, 2017.

The effective rate of tax for the year ended March 31, 2018 was higher primarily on account of implementation of the provisions of The Tax Cuts and Jobs Act of 2017 that was enacted into law in the United States on December 22, 2017. Due to this enactment, we re-measured our deferred tax assets and liabilities in our subsidiaries based in the U.S. as per the new tax law and this resulted in a charge of Rs.1,304 for the year ended March 31, 2018. Such a charge primarily reflected the impact on our U.S. deferred tax assets of the new tax law’s reduction in the U.S. corporate federal income tax rate from 35% to 21%.

Profit for the period

As a result of the above, our net profit was Rs.9,806 million for the year ended March 31, 2018, representing 6.9% of our total revenues for such period, as compared to Rs.12,039 million for the year ended March 31, 2017, representing 8.5% of our total revenues for such period.

76

Fiscal Year Ended March 31, 2017 compared to Fiscal Year Ended March 31, 2016

Revenues

Our overall consolidated revenues were Rs.140,809 million for the year ended March 31, 2017, a decrease of 9% as compared to Rs.154,708 million for the year ended March 31, 2016. This revenue decline for the year ended March 31, 2017 was primarily due to decreased sales (largely driven by reduced prices) in our Global Generics segment’s North America (the United States and Canada) business and constrained operations in Venezuela.

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

  For the year ended March 31, 
  2017  2016  2015 
  Revenues  

% of

Total

Revenue *

  Revenues  

% of

Total

Revenue *

  Revenues  

% of

Total

Revenue *

 
  (Rs. in millions) 
Global Generics Rs.115,409   82% Rs.128,062   83% Rs.119,397   81%
North America (the United States and Canada)  63,601   55%  75,445   59%  63,564   53%
Europe  7,606   7%  7,732   6%  6,481   5%
India  23,131   20%  21,293   17%  17,870   15%
Russia and other countries of the former Soviet Union  15,238   13%  14,176   11%  18,425   16%
Others  5,833   5%  9,416   7%  13,057   11%
PSAI Rs.21,277   15% Rs.22,379   14% Rs.25,456   17%
North America (the United States and Canada)  3,569   17%  3,052   14%  4,605   18%
Europe  8,410   40%  9,313   42%  10,507   41%
India  1,750   8%  2,618   12%  3,288   13%
Others  7,548   35%  7,396   32%  7,056   28%
Proprietary Products and Others Rs.4,123   3% Rs.4,267   3% Rs.3,336   2%
Total Rs.140,809   100% Rs.154,708   100% Rs.148,189   100%

*This represents the segment’s revenue from sales in the respective geography as a percentage of the total segment’s revenue.

For the year ended March 31, 2017, the U.S. dollar, Euro and Russian rouble appreciated by approximately 2%, 2% and 3%, respectively, against the Indian rupee as compared to the year ended March 31, 2016. These changes in exchange rates increased our reported revenues because of the increase in Indian rupee realization from sales in U.S. dollars, Euros and Russian roubles.

Segment analysis

Global Generics

Revenues from our Global Generics segment were Rs.115,409 million for the year ended March 31, 2017, a decrease of 10% as compared to Rs.128,062 million for the year ended March 31, 2016. The revenue decline was largely attributable to this segment’s operations in the United States and Venezuela.

After taking into account the impact of exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, the foregoing decrease in revenues of this segment was attributable to the following factors:

·a decrease of approximately 10% resulting from the net impact of changes in sales prices of the products in this segment; and

·a decrease of approximately 3% resulting from a net decrease in the sales volumes of existing products in this segment, which includes lower sales from Venezuela due to the voluntary reduction of our supply of products to this country as a risk mitigation approach; and

·the foregoing was partially offset by an increase of approximately 3% resulting from the introduction of new products during the year ended March 31, 2017.

77

North America (the United States and Canada):Our Global Generics segment’s revenues from North America (the United States and Canada) were Rs.63,601 million for the year ended March 31, 2017, a decrease of 16% as compared to the year ended March 31, 2016. In U.S. dollar absolute currency terms (i.e., U.S. dollars without taking into account the effect of currency exchange rates), such revenues decreased by 18% for the year ended March 31, 2017 as compared to the year ended March 31, 2016.

This revenue decrease was largely attributable to the following:

·reduced sales (primarily due to significant price erosion) as a result of increased competition for our key products, such as valganciclovir, decitabine and azacitidine;

·a significant decline in our sale of products to McNeil Consumer Healthcare following the conclusion of some of our existing supply arrangements with them;

·price erosion in other existing products of this segment’s base business; and

·the foregoing was partially offset by revenues from new products launched during the year ended March 31, 2017, such as nitroglycerin SLT (sublingual tablets), omeprazole sodium bicarbonate, and naproxen sodium IR (immediate-release).

During the year ended March 31, 2017, we made 26 new ANDA filings with the U.S. FDA. As of March 31, 2017 our cumulative filings were 265, which includes 3 NDA filings under section 505(b)(2) and 262 ANDA filings. These 262 ANDA filings include 8 ANDAs that we acquired from Teva Pharmaceutical Industries Ltd. (“Teva”) and an affiliate of Allergan plc As of March 31, 2017, we had 101 filings pending approval with the U.S. FDA (99 ANDAs and 2 NDAs under 505(b)(2) route). Of the 99 ANDAs which are pending approval, 62 are Paragraph IV filings, and we believe that we are the first to file with respect to 21 of these filings. Further, these 99 ANDAs which are pending for approval include 7 ANDAs acquired from Teva and Allergan’s affiliate, of which 6 are Paragraph IV filings.

India: Our Global Generics segment’s revenues from India were Rs.23,131 million, for the year ended March 31, 2017, an increase of 9% as compared to the year ended March 31, 2016. This growth was largely attributable to revenues from new brands launched in India between April 1, 2016 and March 31, 2017, and an increase in sales volumes of our existing products, which was partially offset by the decrease in sales prices of our existing products. According to IMS Health in its Moving Annual Total report for the year ended March 31, 2017, our secondary sales in India grew by 4.5% during such period, as compared to the India pharmaceutical market’s growth of 9.1% during such period. During the year ended March 31, 2017, we launched 18 new brands in India.

Emerging Markets: Our Global Generics segment’s revenues from “Emerging Markets” (which is comprised of Russia, other countries of the former Soviet Union, Romania and certain other countries from our “Rest of the World” markets, primarily South Africa and Australia, as well as Venezuela) were Rs.21,071 million for the year ended March 31, 2017, a decrease of 11% as compared to the year ended March 31, 2016. As a result of the ongoing economic crisis in Venezuela, we have discontinued our base prescription drug supply business in that country. Adjusted for this, our Global Generics Segment’s revenues from our “Emerging Markets” for the year ended March 31, 2017 increased by 7% as compared to the year ended March 31, 2016. This revenue increase was largely attributable to increased revenues from Russia, as described below.

Russia: Our Global Generics segment’s revenues from Russia were Rs.11,547 million for the year ended March 31, 2017, an increase of 9% as compared to the year ended March 31, 2016. In Russian rouble absolute currency terms (i.e., Russian roubles without taking into account the effect of currency exchange rates), such revenues increased by 8% for the year ended March 31, 2017 as compared to the year ended March 31, 2016. This revenue increase was largely attributable to increased sales volumes of our existing products. Our over-the-counter (“OTC”) division’s revenues from Russia for the year ended March 31, 2017 were 40% of our total revenues from Russia.

According to IMS Health, as per its report for the year ended March 31, 2017, our sales value (in Russian roubles) growth and volume growth from Russia for such period, as compared to the Russian pharmaceutical market sales value (in Russian roubles) growth and volume growth for such period, was as follows:

  Year ended March 31, 2017 
  Dr. Reddy's  Russian pharmaceutical market 
  Sales value  Volume  Sales value  Volume 
Prescription (Rx)  3.07%  2.38%  2.61%  (4.92%)
Over-the-counter (OTC)  6.81%  12.80%  10.88%  (1.02%)
Total (Rx + OTC)  4.49%  5.13%  5.60%  (3.92%)

78

As per the above referenced IMS Health report, our volume-based market shares in Russia for the years ended March 31, 2017 and 2016 were as follows:

  Year ended March 31, 
  2017  2016 
Prescription (Rx)  4.30%  4.50%
Over-the-counter (OTC)  0.71%  0.66%
Total (Rx + OTC)  1.77%  1.77%

Other countries of the former Soviet Union and Romania: Our Global Generics segment’s revenues from other countries of the former Soviet Union and Romania were Rs.3,692 million for the year ended March 31, 2017, an increase of 4% as compared to the year ended March 31, 2016. This increase was largely attributable to the increased revenues from our existing products, as well as revenues from new products launched between April 1, 2016 and March 31, 2017, including omez injection, bortezomib, flucold, levolet and telmisartan.

“Rest of the World” Markets: We refer to all markets of this segment other than North America (the United States and Canada), Europe, Russia and other countries of the former Soviet Union, Romania and India as our “Rest of the World” markets. Our Global Generics segment’s revenues from our “Rest of the World” markets were Rs.5,833 million for the year ended March 31, 2017, a decrease of 38% as compared to the year ended March 31, 2016. As a result of the ongoing economic crisis in Venezuela, we have discontinued our base prescription drug supply business in that country. Adjusted for this, revenues from our “Rest of the World” markets for the year ended March 31, 2017 increased by 6% as compared to the year ended March 31, 2016.

Europe: Our Global Generics segment’s revenues from Europe are primarily derived from Germany, the United Kingdom and our out-licensing business across Europe, and were Rs.7,606 million for the year ended March 31, 2017, a decrease of 2% as compared to the year ended March 31, 2016. This decrease was primarily due to the impact of depreciation of the British pound sterling, largely driven by the Brexit vote.

Pharmaceutical Services and Active Ingredients

Our PSAI segment’s revenues were Rs.21,277 million for the year ended March 31, 2017, a decrease of 5% as compared to the year ended March 31, 2016. After taking into account the impact of exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, this decrease in revenues was largely attributable to:

·decreased sales of active pharmaceutical ingredients for the year ended March 31, 2017, primarily due to decreased sales volumes of existing products, which decreased our PSAI segment’s revenues by approximately 8%; and

·the foregoing was partially offset by increased customer orders for our pharmaceutical development services, which increased our PSAI segment’s revenues by approximately 3%.

During the year ended March 31, 2017, we filed 82 Drug Master Files (“DMFs”) worldwide. Cumulatively, our total worldwide DMFs as of March 31, 2017 were 754, including 202 DMFs in the United States.

Gross Profit

Our total gross profit was Rs.78,356 million for the year ended March 31, 2017, representing 55.6% of our revenues for that period, as compared to Rs.92,281 million for the year ended March 31, 2016, representing 59.6% of our revenues for that period.

The following table sets forth, for the period indicated, our gross profit by segment:

  For the year ended March 31, 
  2017  2016  2015 
  (Rs. in millions) 
  

Gross

Profit

  

% of

Segment

Revenue

  

Gross

Profit

  

% of

Segment

Revenue

  

Gross

Profit

  

% of

Segment

Revenue

 
Global Generics Rs.71,079   62% Rs.84,427   66% Rs.77,569   65%
PSAI  4,473   21%  4,931   22%  5,709   22%
Proprietary Products  1,951   83%  2,217   83%  1,796   83%
Others  853   49%  706   44%  329   28%
Total Rs.78,356   56% Rs.92,281   60% Rs.85,403   58%

79

After taking into account the impact of the exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, the gross profit from our Global Generics segment decreased to 61.6% for the year ended March 31, 2017, as compared to 65.9% for the year ended March 31, 2016. This decrease was largely attributable to the impact of changes in our existing business mix (i.e., a decrease in the proportion of sales of higher gross margin products and an increase in the proportion of sales of lower gross margin products).

The gross profitsprofit from our PSAI segment increaseddecreased to 22.4%21.0% for the year ended March 31, 2015,2017, from 20.2%22.0% for the year ended March 31, 2014.2016. This increasedecrease was primarily due to an increasea decrease in sales of products with higher gross profit margins during the year ended March 31, 2015.2017.

Selling, general and administrative expenses

Our selling, general and administrative expenses were Rs.42,585Rs.46,372 million for the year ended March 31, 2015,2017, an increase of 10%1% as compared to Rs.38,783Rs.45,702 million for the year ended March 31, 2014.2016. After taking into account the impact of exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, this increase was largely attributable to the following:

 

increased personnel costs, due to annual raises and new recruitments, which increased our selling, general and administrative expenses by approximately 4%;

·increased sales and marketing expenses, primarily on account of a provision of Rs.374 million as a potential liability arising out of a litigation relating to cardiovascular and anti-diabetic formulations (refer to Note 39 of our consolidated financial statements for further details), as well as higher spending in India, Russia and Proprietary products, all of which increased our selling, general and administrative expenses by approximately 4%; and

 

for the year ended March 31, 2015 we had recorded impairment losses of Rs.509 million, as compared to a reversal of impairment losses of Rs.497 million recorded for the year ended March 31, 2014, which resulted in an approximately 3% difference in selling, general and administrative expenses between the two periods; and

·the foregoing was partially offset by decreased other costs, which decreased our selling, general and administrative expenses by approximately 2%.

 

increased sales and marketing costs, which increased our selling, general and administrative expenses by approximately 1%.

As a proportion of our total revenues, our selling, general and administrative expenses decreasedincreased to 28.7%32.9% for the year ended March 31, 2015 from 29.3%2017 as compared to 29.5% for the year ended March 31, 2014.2016.

Research and development expenses

Our research and development expenses were Rs.17,449Rs.19,551 million for the year ended March 31, 2015,2017, an increase of 41%10% as compared to Rs.12,402Rs.17,834 million for the year ended March 31, 2014.2016. This increase was in accordance with our strategy to expand our research and development efforts in complex formulations, differentiated formulations and biosimilar compounds. Approximately 60% ofIn addition, our research and development expenses for the year ended March 31, 2015 were spent2017 include costs incurred towards theassets in-licensed from Xenoport, Inc. and Eisai Co., Limited. Our research and development expenses increased to 13.9% of bio-equivalent products and the other 40% was dedicated to innovative and bio-pharmaceutical research.

Furthermore, consequent to our decision to discontinue the further development of certain ‘In-Process Research and Development’ assets pertaining to our Proprietary Products segment, we recorded Rs.95 million as impairment losstotal revenues for the year ended March 31, 2015 under research and development expenses.2017, as compared to 11.5% of our total revenues for the year ended March 31, 2016.

Other (income)/expense, net

Our net other income was Rs.917Rs.1,065 million for the year ended March 31, 2015,2017, an increase of 22% as compared to net other income of Rs.1,416Rs.874 million for the year ended March 31, 2014. Our net other income for the year ended March 31, 2014 included Rs.415 million from the resolution of litigation associated with the sale of one of our generic products in North America.2016.

Finance (expense)/income, net

Our net finance income was Rs.1,682Rs.806 million for the year ended March 31, 2015,2017, as compared to net finance incomeexpense of Rs.400Rs.2,708 million for the year ended March 31, 2014.2016. The increasedecrease in net finance incomeexpense was attributable to:

 

net foreign exchange gain of Rs.1,801 million (excluding the impact of Venezuela currency exchange loss described below) for the year ended March 31, 2015, as compared to net foreign exchange gain of Rs.372 million for the year ended March 31, 2014;

·net foreign exchange loss of Rs.74 million for the year ended March 31, 2017, as compared to net foreign exchange loss of Rs.4,133 million for the year ended March 31, 2016;

 

foreign exchange loss of Rs.843 million for the year ended March 31, 2015 on translation of certain monetary assets and liabilities of our Venezuelan subsidiary. Refer to Note 39 to our consolidated financial statements for further details;

·net interest expense of Rs.77 million for the year ended March 31, 2017, as compared to net interest income of Rs.573 million for the year ended March 31, 2016; and

 

net interest expense of Rs.31 million for the year ended March 31, 2015, as compared to net interest expense of Rs.189 million for the year ended March 31, 2014; and

·profit on sale of investments of Rs.957 million for the year ended March 31, 2017, as compared to profit on sale of investments of Rs.852 million for the year ended March 31, 2016.

 

profit on sale of investments of Rs.755 million for the year ended March 31, 2015, as compared to profit on sale of

investments of Rs.213 million for the year ended March 31, 2014.

Profit before tax

As a result of the above, profit before income taxes was Rs.28,163Rs.14,653 million for the year ended March 31, 2015, an increase2017, a decrease of 6%46% as compared to Rs.26,606Rs.27,140 million for the year ended March 31, 2014.2016.

Tax expense

Our consolidated weighted average tax rates for the years ended March 31, 2017 and 2016 were 18% and 26%, respectively. Income tax expense was Rs.2,615 for the year ended March 31, 2017, as compared to income tax expense of Rs. 7,127 for the year ended March 31, 2016. Our effective tax rate for the year ended March 31, 2015 was 21.2%,2017 decreased by 8% as compared to 19.1% for the year ended March 31, 2014. Income2016, primarily due to the resolution of a certain tax expense was Rs.5,984 million for the year ended March 31, 2015, as compared tomatter resulting in a reversal of Rs.1,370 in income tax expense of Rs.5,094 million for the year ended March 31, 2014. The effective tax rate for the period ended March 31, 2014 was lower primarily as a result of a favorable order from the Income Tax Appellate Tribunal, Hyderabad, India on a previously litigated tax matter relatingpertaining to the deductibility of share-based payment expenses.earlier years.

Profit for the period

As a result of the above, our net resultprofit was a net profit of Rs.22,179Rs.12,039 million for the year ended March 31, 2015,2017, representing 8.5% of our total revenues for such period, as compared to a net profit of Rs.21,512Rs.20,013 million for the year ended March 31, 2014.

2016, representing 12.9% of our total revenues for such period.

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Fiscal Year Ended March 31, 20142016 compared to Fiscal Year Ended March 31, 20132015

Revenues

 

Our overall consolidated revenues were Rs.132,170Rs.154,708 million for the year ended March 31, 2014,2016, an increase of 14%4% as compared to Rs.116,266Rs.148,189 million for the year ended March 31, 2013.2015. Revenue growth for the year ended March 31, 20142016 was largely driven by our Global Generics segment’s operations in the United States, India and our “Emerging Markets” (which is comprised of Russia, other countries of the former Soviet Union, and certain other countries from our “Rest of the World” markets, primarily South Africa, Venezuela and Australia).Europe markets.

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

 

  For the Year Ended March 31,  For the year ended March 31, 
  2014 2013 2012  2016  2015  2014 
  Revenues   % of Total
Revenue *
 Revenues   % of Total
Revenue *
 Revenues   % of Total
Revenue *
  Revenues  

% of

Total

Revenue *

  Revenues  

% of

Total

Revenue *

  Revenues  

% of

Total

Revenue *

 
  (Rs. in millions)  (Rs. in millions) 

Global Generics

  Rs.105,164     80 Rs.82,563     71 Rs.70,243     72 Rs.128,062   83% Rs.119,397   81% Rs.104,483   79%

North America (the United States and Canada)

   55,303     53 37,846     46 31,889     45  75,445   59%  63,564   53%  54,622   52%

Europe

   6,970     6 7,716     9 8,259     12  7,732   6%  6,481   5%  6,110   6%

India

   15,713     15 14,560     18 12,931     18  21,293   17%  17,870   15%  15,713   15%

Russia and other countries of the former Soviet Union

   19,819     19 16,908     20 13,260     19  14,176   11%  18,425   16%  20,679   20%

Rest of the World

   7,359     7 5,533     7 3,904     6

Pharmaceutical Services and Active Ingredients

  Rs.23,974     18 Rs.30,702     26 Rs.23,812     25
Others  9,416   7%  13,057   11%  7,359   7%
PSAI Rs.22,379   14% Rs.25,456   17% Rs.23,974   18%

North America (the United States and Canada)

   3,820     16 5,744     19 4,272     18  3,052   14%  4,605   18%  3,820   16%

Europe

   9,058     38 12,007     39 8,424     35  9,313   42%  10,507   41%  9,058   38%

India

   3,787     16 4,638     15 3,586     15  2,618   12%  3,288   13%  3,787   16%

Rest of the World

   7,309     30 8,313     27 7,531     32
Others  7,396   32%  7,056   28%  7,309   30%

Proprietary Products and Others

  Rs.3,032     2 Rs.3,001     3 Rs.2,682     3 Rs.4,267   3% Rs.3,336   2% Rs.3,713   3%
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

Rs.132,170   100Rs.116,266   100Rs.96,737   100 Rs.154,708   100% Rs.148,189   100% Rs.132,170   100%
  

 

   

 

  

 

   

 

  

 

   

 

 

*This represents the segment’s revenue from sales in the respective geography as a percentage of the total segment’s revenue.

 

*

This represents the segment’s revenue from sales in the respective geography as a percentage of the total segment’s revenue.

During the year ended March 31, 2014,2016, the U.S. dollar appreciated by approximately 7% against the Indian rupee, depreciated by approximately 10%, 14%, and 4% against the U.S. dollar,while the Euro and the Russian rouble depreciated by approximately 7% and 27%, respectively, against the Indian rupee as compared to the year ended March 31, 2013. This change2015. These changes in the exchange rates resulted in higherincreased our reported revenues because of the increase in Indian rupee realization from sales in U.S. dollars, partially offset by the decrease in Indian rupee realization from sales in Euros and Russian roubles. However, our higher realization for the U.S. dollar was partially offset by net losses incurredrealized on cash flow hedges undertaken by us to hedge the foreign currency risk associated with highly probable forecastedforecast sales transactions. Accordingly, on a net basis, our realizations of U.S. dollar denominated revenues reported in Indian rupees were higher by 15% for the year ended March 31, 2014, as compared to our revenues for the year ended March 31, 2013 adjusted for losses on such cash flow hedges, on account of depreciation of the Indian rupee.

 

Our provision for sales returns as at March 31, 2014 was Rs.2,504 million, as compared to a provision of Rs.1,904 million as at March 31, 2013. This increase in our provision was primarily due to higher sales recorded for the year ended March 31, 2014. 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 Notes 3(1) and 20 to our consolidated financial statements.

Segment analysis

Global Generics

Revenues from our Global Generics segment were Rs.105,164Rs.128,062 million for the year ended March 31, 2014,2016, an increase of 27%7% as compared to Rs.82,563Rs.119,397 million for the year ended March 31, 2013. North America (the2015. The revenue growth was largely led by this segment’s operations in the United States, and Canada), India and our “Emerging Markets” (which is comprised of Russia, other countries of the former Soviet Union, and certain other countries from our “Rest of the World” markets, primarily South Africa, Venezuela and Australia), contributed approximately 93% of the revenues of this segment for the year ended March 31, 2014.

Europe.

After taking into account the favorable impact of depreciationexchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, the foregoing increase in revenues of this segment was attributable to the following factors:

 

·an increase of approximately 4% resulting from the introduction of new products during the year ended March 31, 2016;

·a decrease of approximately 8% resulting from the net impact of decreases in sales prices of products; and

·an increase of approximately 11% resulting from increased sales volumes of existing products (including the annualized impact of products launched during the year ended March 31, 2015).

81

an increase of approximately 20% resulting from the introduction of new products during the year ended March 31, 2014;

 

an increaseThe following is a discussion of approximately 3% resulting from the net impact of increaseskey markets in sales prices of products; andour Global Generics segment:

 

an increase of approximately 4% resulting from increased sales volumes of existing products;

North America (the United States and Canada):Our Global Generics segment’s revenues from North America (the United States and Canada) for the year ended March 31, 2014 were Rs.55,303 million, an increase of 46% as compared to our revenues of Rs.37,846Rs.75,445 million for the year ended March 31, 2013.2016, an increase of 19% as compared to the year ended March 31, 2015. In U.S. dollar absolute currency terms (i.e., U.S. dollars without taking into account the effect of currency exchange rates), this segment’ssuch revenues from such geography grewincreased by 25% in12% for the year ended March 31, 20142016 as compared to the year ended March 31, 2013. 2015.

This revenue growth was largely attributable to the following:

 

·revenues from new products launched during the year ended March 31, 2016, such as esomeprazole, memantine and pramiprexole;

Revenues from 9 new products launched in the year ended March 31, 2014.

·a gain in market share of certain of our existing products, such as valganciclovir, Habitrol®, isotretinoin 30mg, metoprolol, decitabine injection, and sumatriptan injection; and

·the foregoing was partially offset by lower realization from certain of our existing products due to price decreases.

The following table sets forth for the year ended March 31, 2014, products that we launched in the United States:States during the year ended March 31, 2016:

 

Product

 

Innovator’s Brand

 

Innovator

Zoledronic acid (5mg/100ml)

Esomeprazole DR
 Reclast®Nexium® Novartis AGAstraZeneca

Lamotrigine Extended Release

Lamictal® XRGlaxoSmithKline

Azacitidine

Vidaza®Celgene Corporation

Divalproex Extended Release

Depakote®Pramipexole ER GlaxoSmithKline

Donepezil 23 mg

Mirapex®
 Aricept® 23 mgBoehringer Ingelheim
Memantine Eisai Inc.

Decitabine

Namenda®
 Dacogen®Eli Lilly
Pravastatin Eisai Inc.

Amlodipine besylate and atorvastatin calcium

Pravachol®
 Caduet®Pfizer Inc.

Sumatriptan Auto Injector

Imitrex STATdose Pen®Pfizer Inc.

Moxifloxacin

Avelox®Bayer AGBristol Myers Squibb

 

Market share expansion in our existing key products, such as metoprolol succinate and atorvastatin.

During the year ended March 31, 2014,2016, we made 14 filings in the United States, including 13 U.S.ANDA filings which includesand one NDA filing under section 505(b)(2) of the Federal Food, Drug and 12Cosmetic Act (a “505(b)(2) NDA”). As of March 31, 2016 our cumulative filings in the United States were 236 including 233 ANDA filings bringing our cumulative ANDAand three 505(b)(2) NDA filings. As of March 31, 2016, we had 82 filings to 209. We now have 62 ANDAs pending approval at the U.S. FDA outincluding 79 ANDA filings and three 505(b)(2) NDA filings, of which 3952 are Paragraph IV filings, and we believe 9 to havewe are the first to file status. We have also received a tentative approval for onewith respect to 18 of our NDAs filed under section 505(b)(2).these filings.

A significant portion of our Global Generics segment’s revenue growth in North America (the United States and Canada) for the year ended March 31, 2014 was on account of sales from launches of new products.

India: Our revenues from India in the year ended March 31, 2014 were Rs.15,713 million, an increase of 8% as compared to the year ended March 31, 2013. During the year ended March 31, 2014, the Government of India released drug price notifications for a majority of the 348 products listed in the National List of Essential Medicines that are subject to price controls under the Drugs (Price Control) Order, 2013. The reduced prices from these price controls adversely impacted the revenues from our India business by approximately 3% (the annualized impact is approximately 4%) for the year ended March 31, 2014.

Despite the adverse impact of the aforesaid reduction in prices, growth was largely driven by an increase in sales volumes across our key brands, as well as revenues from 11 new products launched during the year ended March 31, 2014. According to IMS Health, as per its moving annual total report for the 12 months ended March 31, 2014, our sales value grew by 12.2% for the year ended March 31, 2014. In comparison, the Indian pharmaceutical market grew by 9.9% during such period.

Bio-similar products are one of the key contributors to our revenues from India, and represented approximately 7% of our revenues from India for the year ended March 31, 2014.2016 were Rs.21,293 million, an increase of 19% as compared to the year ended March 31, 2015. This growth was largely attributable to the increase in sales volumes across our key brands and revenues from new brands launched during the year ended March 31, 2016. The products that we acquired from UCB accounted for approximately 7% of the revenue growth for our India business. According to IMS Health in its Moving Annual Total report for the year ended March 31, 2016, our secondary sales in India grew by 12.2% during such period, as compared to the Indian pharmaceutical market’s growth of 14.4% during such period. During the year ended March 31, 2016, we launched 17 new brands in India.

Emerging Markets:Markets: Our revenues from our “Emerging Markets” (which is comprised of Russia, other countries of the former Soviet Union, Romania, and certain other countries from our “Rest of the World” markets, primarily South Africa Venezuela and Australia),Australia, as well as Venezuela) for the year ended March 31, 20142016 were Rs.27,178Rs.23,591 million, an increasea decrease of 21% over25% as compared to the year ended March 31, 2013.2015. The reasons for this growthdecrease are set forth below in the separate discussions of these geographies.

Russia:Russia:Our Global Generics segment’s revenues from Russia were Rs.10,640 million for the year ended March 31, 2014 were Rs.16,333 million, an increase2016, a decrease of 16% over29% as compared to the year ended March 31, 2013.2015. In Russian rouble absolute currency terms (i.e., Russian roubles without taking into account the effect of currency exchange rates), such revenues grewincreased by 11% in1% for the year ended March 31, 20142016 as compared to the year ended March 31, 2013. The growth was largely driven2015. Our over-the-counter (“OTC”) division’s revenues from Russia for the year ended March 31, 2016 were 39% of our total revenues from Russia, and we intend to further strengthen our OTC sales by an increase in sales across our key brands (such as Nise, Omez, Ketorol, Senade and Cetrine) as well as new product launches. continuous branding initiatives.

82

According to IMS Health, as per its moving annual total report for the 12 months ended March 31, 2014, our sales value and volume growths for the year ended March 31, 2014 were 7.7%2016, our sales value (in Russian roubles) growth and 4.1%, respectively,volume growth from Russia, as compared to the Russian pharmaceutical market sales value (in Russian roubles) growth and volume decrease of 1.9% and 5.0%, respectively. During the same period, our volume market share increased from 1.64% to 1.80%, according to IMS Health. Our sales of OTC products have grown significantly, and accounted for 34% of the total sales made by us in Russiagrowth for the year ended March 31, 2014. We intend to further increase our OTC sales by various branding and other marketing initiatives. According to2016 was as follows:

  Year ended March 31, 2016 
  Dr. Reddy's  Russian pharmaceutical market 
  Sales value  Volume  Sales value  Volume 
Prescription (Rx)  2.61%  (4.92%)  10.25%  (1.07%)
Over-the-counter (OTC)  10.88%  (1.02%)  6.73%  (5.09%)
Total (Rx + OTC)  5.60%  (3.92%)  8.36%  (3.96%)

As per the above referenced IMS Health in the year ended March 31, 2014, we have improvedreport, our rank by five positions in the OTC segment as compared to the year ended March 31, 2013. As per IMS Health’s moving annual total report for the 12 months ended March 31, 2014, our OTC sales value and volume growthsvolume-based market shares in Russia for the yearyears ended March 31, 20142016 and 2015 were 18.8% and 16.8%, respectively, as compared to the Russian OTC pharmaceutical market value growth and volume decrease of 1.4% and 6.0%, respectively.follows:

  Year ended March 31, 
  2016  2015 
Prescription (Rx)  4.50%  4.68%
Over-the-counter (OTC)  0.66%  0.63%
Total (Rx + OTC)  1.77%  1.77%

Other countries of the former Soviet Union:Union and Romania:Our revenues from other countries of the former Soviet Union and Romania for the year ended March 31, 20142016 were Rs.3,486Rs.3,536 million, an increase of 22%1% over the year ended March 31, 2013.2015. This growthincrease was largely led by increased revenues resulting from higher prices from saleson account of an increase in Ukraine and increased sales volumes from sales in Uzbekistan, BelarusRomania and Kazakhstan. This growth also benefitted from theUkraine, partially offset by depreciation of the Indian rupeeUkrainian hryvnia against the U.S. dollar andIndian rupee. During the year ended March 31, 2016, the Ukrainian hryvnia.hryvnia depreciated by approximately 34% as compared to the year ended March 31, 2015.

Rest of the World Markets:We refer to all markets of this segment other than North America, Europe, Russia and other countries of the former Soviet Union, Romania and India as our “Rest of the World” markets. Our revenues from our “Rest of the World” markets were Rs.7,359Rs.9,416 million infor the year ended March 31, 2014, an increase2016, a decrease of 33%28% as compared to the year ended March 31, 2013.2015. The growthdecrease was largely led by increaseddecreased revenues resulting from higher prices and increasedin Venezuela primarily due to reduction in the sales volumes from South Africa andvolume of our existing products. Our sales in Venezuela and was partially offset by the impact of devaluation of the Venezuelan bolivar from VEF 4.3 per U.S. dollar to VEF 6.3 per U.S. dollar.

Pharmaceutical Services and Active Ingredients (“PSAI”)

Our Pharmaceutical Services and Active Ingredients (“PSAI”) segment’s revenueswere Rs.4,666 million for the year ended March 31, 20142016, as compared to Rs.8,335 million for the year ended March 31, 2015. This reduction in sales was primarily attributable to the ongoing economic crisis in the country and, correspondingly, our risk mitigation approach by way of moderating the supply of products to this country.

Europe: Our Global Generics segment’s revenues from Europe were Rs.23,974Rs.7,732 million a decreasefor the year ended March 31, 2016, an increase of 22%19% as compared to the year ended March 31, 2013.2015. This growth was led by revenues from new products launched during the year ended March 31, 2015.

Pharmaceutical Services and Active Ingredients

Our PSAI segment's revenues for the year ended March 31, 2016 were Rs.22,379 million, a decrease of 12% as compared to the year ended March 31, 2015. After taking into account the favorable impact of depreciationthe exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, suchthis decrease was largely attributable to:

 

·decreased sales of active pharmaceutical ingredients for the year ended March 31, 2016, primarily attributable to decreased sales volumes and sales prices of existing products, which decreased our PSAI segment's revenues by approximately 13%; and

decreased sales of active pharmaceutical ingredients, as some of our key customers lost market share during the year, coupled with lower sales from “launch molecules” (i.e., API sales to customers to support their generic product launches related to impending patent expirations) to our customers

·increased customer orders in our pharmaceutical development services for certain products provided to innovator companies, which increased our PSAI segment's revenues by approximately 1%.

During the year ended March 31, 2014, which decreased our PSAI segment’s revenues by 16%; and

decreased customer orders in our pharmaceutical development services for certain products provided to innovator companies which decreased our PSAI segment’s revenues by 6%.

In the year ended March 31, 2014, our PSAI segment2016, we filed 61 Drug Master Files (“DMFs”) worldwide, of which 12 were filed in the United States, 13 were filed in Europe and 36 were filed in other countries.50 DMFs worldwide. Cumulatively, our total worldwide DMFs filed worldwide as of March 31, 20142016 were 631,768, including 196218 DMFs filed in the United States.

Gross Profit

Our total gross profit was Rs.75,801Rs.92,281 million infor the year ended March 31, 2014,2016, representing 57.4%59.6% of our total revenues for this period, as compared to Rs.60,579Rs.85,403 million infor the year ended March 31, 2013,2015, representing 52.1%57.6% of our total revenues for thissuch period.

83

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

 

  For the Year Ended March 31,  For the year ended March 31, 
  2014 2013 2012  2016  2015  2014 
  Gross
Profit
   % of
Segment
Revenue
 Gross
Profit
   % of
Segment
Revenue
 Gross
Profit
   % of
Segment
Revenue
  (Rs. in millions) 
  (Rs. in millions)  

Gross

Profit

 

% of

Segment

Revenue

 

Gross

Profit

 

% of

Segment

Revenue

 

Gross

Profit

 

% of

Segment

Revenue

 

Global Generics

   Rs.69,148     65.8 Rs.48,721     59.0 Rs.44,263     63.0 Rs.84,427   66% Rs.77,569   65% Rs.68,544   66%

Pharmaceutical Services and

Active Ingredients

   4,848     20.2 9,970     32.5 7,508     31.5  4,931   22%  5,709   22%  4,848   20%

Proprietary Products

   1,606     90.3 1,324     90.2 903     83.7  2,217   83%  1,796   83%  2,210   90%

Others

   199     15.8 564     36.8 631     39.3  706   44%  329   28%  199   16%
  

 

   

 

  

 

   

 

  

 

   

 

 

Total

 Rs.75,801   57.4 Rs.60,579   52.1 Rs.53,305   55.1 Rs.92,281   60% Rs.85,403   58% Rs.75,801   57%
  

 

   

 

  

 

   

 

  

 

   

 

 

After taking into account the favorable impact of depreciationthe exchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, the gross profitsprofit from our Global Generics segment increased from 59.0% into 65.9% for the year ended March 31, 2013 to 65.8% in2016 from 65.0% for the year ended March 31, 2014, on account of:

2015. This increase was largely attributable to the favorable impact of changes in our existing business 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) primarily attributable to an increased proportion of sales from new product launches with better margins; and.

 

higher price realizations from existing products, primarily due to the favorable impact of the depreciation of the Indian rupee against the U.S. Dollar.

The gross profitsprofit from our PSAI segment decreased from 32.5%to 22.0% for the year ended March 31, 2013 to 20.2%2016, from 22.4% for the year ended March 31, 2014,2015. This decrease was primarily due to the following:

the unfavorable impact of changes in our existing business mix (i.e., a decrease in the proportion of sales of products with higher gross margin products and an increase in the proportion of sales of lower gross margin products) primarily on account of lower sales from “launch molecules” (i.e., API sales to customers to support their generic product launches related to impending patent expirations) to our customersprofit margins during the year; andyear ended March 31, 2016.

 

increased pricing pressures on key products.

Selling, general and administrative expenses

Our selling, general and administrative expenses for the year ended March 31, 2014 were Rs.38,783 million, an increase of 13% as compared to Rs.34,272Rs.45,702 million for the year ended March 31, 2013.2016, an increase of 7% as compared to Rs.42,585 million for the year ended March 31, 2015. After taking into account the unfavorable impact of depreciationexchange rate fluctuations of the Indian rupee against multiple currencies in the markets in which we operate, this increase was largely attributable to the following:

 

increased personnel costs, due to annual raises and new recruitments, which increased our selling, general and administrative expenses by 5.2%;

·increased costs due to the ongoing remediation activities related to the warning letter received from the U.S. FDA for three of our manufacturing facilities in India, which increased our selling, general and administrative expenses by approximately 5%;

 

increased sales and marketing costs, due to expenditures towards select brand building activities in “Emerging Markets” (which is comprised of Russia, other countries of the former Soviet Union, and certain other countries from our “Rest of the World” markets, primarily South Africa, Venezuela and Australia), which increased our selling, general and administrative expenses by 4.8%; and

·increased personnel costs, due to annual raises and new recruitments, which increased our selling, general and administrative expenses by approximately 3%;

 

·increased amortization, primarily due to our acquisition of the Habitrol® brand in December 2014 and acquisition of a select portfolio of products business of UCB in June 2015, which increased our selling, general and administrative expenses by approximately 2%;

increased legal and professional services cost, which increased our selling, general and administrative expenses by 2.0%.

·for the year ended March 31, 2016 we had recorded impairment losses of Rs.61 million, as compared to impairment losses of Rs.509 million recorded for the year ended March 31, 2015, which resulted in an approximately 1% difference in selling, general and administrative expenses between the two periods; and

·decreased sales and marketing costs, which decreased our selling, general and administrative expenses by approximately 1%.

As a proportion of our total revenues, our selling, general and administrative expenses have marginally decreased fromincreased to 29.5% for the year ended March 31, 2013 to 29.3%2016 from 28.7% for the year ended March 31, 2014.2015.

Research and development expenses

Our research and development expenses inwere Rs.17,834 million for the year ended March 31, 2014 were Rs.12,402 million,2016, an increase of 62%2% as compared to Rs.7,674Rs.17,449 million infor the year ended March 31, 2013.2015. This increase was in accordance with our strategy to expand our research and development efforts in complex formulations, differentiated formulations and biosimilar compounds. Our research and development expenditures accounted for 9.4% of our total revenues in the year ended March 31, 2014, as compared to 6.6% in the year ended March 31, 2013. Approximately 62%65% of our research and development expenses for the year ended March 31, 20142016 were spent towardsincurred for the development of bio-equivalent products, and the other 38%35% was dedicated to innovative and bio-pharmaceutical research.

84

Reversal of impairment losses

Consequent to the increase in expected cash flows of some of the products forming part of the product related intangibles pertaining to our Global Generics segment, we estimated the recoverable amount of such intangible assets and assessed that the impairment loss recorded in an earlier period should be reversed. Accordingly, a reversal of impairment loss of Rs.497 million for such product related intangibles was recorded for the year ended March 31, 2014 under “Selling, general and administrative expenses” in the consolidated income statement. The expected cash flows increased primarily due to various market dynamics, such as reduced competition and favorable pricing position.

Other income,(income)/expense, net

Our net other income was Rs.1,416Rs.874 million for the year ended March 31, 2014,2016, as compared to a net other income of Rs.2,479Rs.917 million for the year ended March 31, 2013. The decrease in net other income by Rs.1,063 million was largely attributable to the following:2015.

 

during March 2013, we entered into an agreement with Nordion Inc. (formerly known as MDS Inc.) to settle our ongoing litigation for alleged breach of service obligations by Nordion Inc. during the years 2000 to 2004. As part of the settlement, we received a one-time settlement amount of Rs.1,220 million (U.S.$22.5 million) from Nordion Inc., out of which Rs.108 million (U.S.$2 million) was towards reimbursement of research and development cost and was recorded as reduction in such cost. The balance of Rs.1,112 million (U.S.$20.5 million) was compensation for lost profits and was recorded as part of other income; and

other income for the year ended March 31, 2014 includes Rs.415 million (CAD6.75 million) from the resolution of litigation associated with the sale of one of our generic products in North America.

Finance (expense)/income, net

Our net finance incomeexpense was Rs.400Rs.2,708 million for the year ended March 31, 2014,2016, as compared to net finance income of Rs.460Rs.1,682 million for the year ended March 31, 2013.2015. The decreaseincrease in net finance income by Rs.60 millionexpense was largely attributable to an increase in our net interest expense, which was Rs.189 million for the year ended March 31, 2014 as compared to Rs.118 million for the year ended March 31, 2013.to:

·net foreign exchange gain of Rs.488 million (excluding the impact of our Venezuela operations described below) for the year ended March 31, 2016, as compared to net foreign exchange gain of Rs.1,801 million for the year ended March 31, 2015;

·foreign exchange losses related to our Venezuela operations of Rs.4,621 million for the year ended March 31, 2016, as compared to such losses of Rs.843 million for the year ended March 31, 2015. Refer to Note 38 to our consolidated financial statements for further details;

·net interest income of Rs.573 million for the year ended March 31, 2016, as compared to net interest expense of Rs.31 million for the year ended March 31, 2015; and

·profit on sale of investments of Rs.852 million for the year ended March 31, 2016, as compared to profit on sale of investments of Rs.755 million for the year ended March 31, 2015.

Profit before income taxestax

As a result of the above, profit before income taxes was Rs.26,606Rs.27,140 million for the year ended March 31, 2014, an increase2016, a decrease of 23%4% as compared to Rs.21,676Rs.28,163 million for the year ended March 31, 2013.2015.

Income tax

Tax expense

Our consolidated weighted average tax ratesrate for the yearsyear ended March 31, 2014 and 2013 were 19.1% and 22.6%2016 was 26%, respectively.as compared to 21% for the year ended March 31, 2015. Income tax expense was Rs.5,094Rs.7,127 million for the year ended March 31, 2014,2016, as compared to income tax expense of Rs.4,900Rs.5,984 million for the year ended March 31, 2013. 2015.

The decreaseincrease in our effective tax rate by 3.5% for the year ended March 31, 20142016 was primarily attributable to the following:

 

a decrease in the effective tax rate by approximately 3.2% as a result of a favorable order from the Income Tax Appellate Tribunal, Hyderabad, India over a previously litigated tax matter;

·non-deductible losses related to our Venezuela operations, which resulted in an increase in our effective tax rate by approximately 3.8% (refer to Note 38 of our consolidated financial statements for further details);

 

a decrease in the effective tax rate by approximately 0.9% on account of impairment losses and reversal of impairment losses; and

·deferred tax expense on undistributed earnings of a subsidiary outside India, which resulted in an increase in our effective tax rate by approximately 1.9%;

 

·an increase in the effective tax rate by approximately 1.8% due to non-recognition of certain deferred tax assets, as we believe that availability of taxable profits against which the temporary differences can be utilized is not probable;

a decrease in the effective tax rate by approximately 1.6% due to increased research and development expenditures which were eligible for weighted tax deduction. This decrease was largely offset by an increase in the effective tax rate on account of unrecognized deferred tax assets, primarily pertaining to OctoPlus N.V., Dr. Reddy’s Laboratories New York, Inc. and Dr. Reddy’s Srl.

·recognition of a previously unrecognized deferred tax asset pertaining to a jurisdiction outside of India, which resulted in a decrease in our effective tax rate by approximately 1.1%; and

·an increase in weighted deduction on eligible research and development expenditure in India, during the year ended March 31, 2016, as compared to the year ended March 31, 2015, has resulted in a decrease in the effective tax rate by 1.8%. The rate of weighted deduction on our eligible research and development expenditure was equal to 200% for the years ended March 31, 2016 and 2015, respectively.

Profit for the period

As a result of the above, our net result was a net profit of Rs.21,512Rs.20,013 million infor the year ended March 31, 2014,2016, as compared to a net profit of Rs.16,776 million in the year ended March 31, 2013.

Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012

Revenues

Our overall consolidated revenues were Rs.116,266Rs.22,179 million for the year ended March 31, 2013, an increase of 20% as compared to Rs.96,737 million for the year ended March 31, 2012. Our revenues for the year ended March 31, 2012 included a profit share pursuant to our agreement with Teva Pharmaceutical Industries Ltd. of Rs.4,500 million, attributable to sales of olanzapine 20 mg tablets in the United States with a 180 days marketing exclusivity. Excluding this impact, revenues increased by 26% for the year ended March 31, 2013 as compared to the year ended March 31, 2012. Revenue growth for the year ended March 31, 2013 was largely driven by our Global Generics segment’s operations in the United States, India and our “Emerging Markets” (which is comprised of Russia, other countries of the former Soviet Union, and certain other countries from our “Rest of the World” markets, primarily South Africa, Venezuela and Australia), as well as our Pharmaceutical Services and Active Ingredients segment’s operations.

The following table sets forth, for the periods indicated, our consolidated revenues by geography:2015.

 

   For the Year Ended March 31, 
   2013  2012  2011 
   Revenues   % of
Total
Revenue *
  Revenues   % of
Total
Revenue *
  Revenues   % of
Total
Revenue *
 
   (Rs. in millions) 

Global Generics

  Rs.82,563     71 Rs.70,243     72 Rs.53,340     71

North America (the United States and Canada)

   37,846     46  31,889     45  18,996     36

Europe

   7,716     9  8,259     12  8,431     16

India

   14,560     18  12,931     18  11,690     22

Russia and other countries of the former Soviet Union

   16,908     20  13,260     19  10,858     20

Rest of the World

   5,533     7  3,904     6  3,365     6

Pharmaceutical Services and Active Ingredients

  Rs.30,702     26 Rs.23,812     25 Rs.19,648     26

North America (the United States and Canada)

   5,744     19  4,272     18  3,170     16

Europe

   12,007     39  8,424     35  7,020     36

India

   4,638     15  3,586     15  2,619     13

Rest of the World

   8,313     27  7,531     32  6,838     35

Proprietary Products and Others

  Rs.3,001     3 Rs.2,682     3 Rs.1,705     3
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

Rs.116,266   100Rs.96,737   100Rs.74,693   100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

 *85

This represents the segment’s revenue from sales in the respective geography as a percentage of the total segment’s revenue.

 

During the year ended March 31, 2013, the Indian rupee depreciated by approximately 12%, 6%, and 7% against the U.S. dollar, the Euro and the Russian rouble, respectively, as compared to the year ended March 31, 2012. This change in the exchange rates resulted in higher reported revenues because of the increase in Indian rupee realization from sales in U.S. dollars, Euros and Russian roubles. However for the U.S. dollar, our higher realization was partially offset on account of net losses incurred on cash flow hedges undertaken by us to hedge the foreign currency risk associated with highly probable forecasted sales transactions. Accordingly, on a net basis, our realizations of U.S. dollar denominated revenues reported in Indian rupees were higher by 9% for the year ended March 31, 2013 on account of depreciation of the Indian rupee.

Our provision for sales returns as at March 31, 2013 was Rs.1,904 million, as compared to a provision of Rs.1,335 million as at March 31, 2012. This increase in our provision is primarily due to higher sales recorded for the year ended March 31, 2013. 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. For further information regarding our sales return provisions, see Note 20 to our consolidated financial statements.

Segment analysis

Global Generics

Revenues from our Global Generics segment were Rs.82,563 million for the year ended March 31, 2013, an increase of 18% as compared to Rs.70,243 million for the year ended March 31, 2012. This segment’s revenues for the year ended March 31, 2012 included a profit share pursuant to our agreement with Teva Pharmaceutical Industries Ltd. of Rs.4,500 million, attributable to sales of olanzapine 20 mg tablets in the United States subject to 180 days marketing exclusivity. Excluding this impact, revenues from our Global Generics segment increased by 26% for the year ended March 31, 2013 as compared to the year ended March 31, 2012. North America (the United States and Canada), our “Emerging Markets” (which is comprised of Russia, other countries of the former Soviet Union, and certain other countries from our “Rest of the World” markets, primarily South Africa, Venezuela and Australia) and India, contribute approximately 91% of the revenues of this segment for the year ended March 31, 2013.

Excluding the impact of profit share revenues from sales of olanzapine 20 mg, the 26% increase in revenues of this segment was attributed to the following factors: approximately 16% of the increase resulted from an increase in the sales volumes of existing products in this segment, approximately 12% of the increase resulted from the introduction of new products in this segment, offset by an approximately 2% decrease resulting from decline in sales prices (net of currency depreciation) of products in this segment.

North America (the United States and Canada): Our Global Generics segment’s revenues from North America (the United States and Canada) for the year ended March 31, 2013 were Rs.37,846 million, an increase of 19% as compared to our revenues of Rs.31,889 million for the year ended March 31, 2012. In U.S. dollar absolute currency terms (i.e., U.S. dollars without taking into account the effect of currency exchange rates), this segment’s revenues from such geography grew by 10% in the year ended March 31, 2013 as compared to the year ended March 31, 2012.

Excluding the impact of Olanzapine profit share revenues from Teva Pharmaceuticals Ltd. of Rs.4,500 million for the year ended March 31, 2012, the revenues from North America (the United States and Canada) for the year ended March 31, 2013 increased by 38% as compared to the year ended March 31, 2012. In U.S. dollar absolute currency terms (i.e., U.S dollars without taking into account the effect of currency exchange rates), this segment’s revenues from such geography grew by 29% in the year ended March 31, 2013 as compared to the year ended March 31, 2012. This growth was largely attributable to the following:

 

Revenues from 14 new products launched in the year ended March 31, 2013, including the 180 days marketing exclusivity of finasteride 1 mg (our generic version of Propecia®) and clopidogrel 300 mg (our generic version of Plavix®). The following table sets forth, for the year ended March 31, 2013, products that we launched in the United States:

Product

Therapeutic Category

Innovator’s Brand

Olanzapine (other than 20 mg)

AntipsychoticZyprexa®

Lansoprazole OTC

Gastro-intestinalPrevacid®

Clopidogrel

CardiovascularPlavix®

Ropinirole hydrochloride XR

Central nervous systemRequip XL®

Atorvastatin

CardiovascularLipitor®

Ibandronate sodium

Calcium regulatorBoniva®

Montelukast sodium, Montelukast sodium chewable, and Montelukast sodium oral granules

RespiratorySingulair®

Metoprolol succinate ER

CardiovascularToprol – XL®

Amoxicillin (tablets, capsules and oral suspension)

Anti-infectiveAmoxil®

Sildenafil

CardiovascularRevatio®

Finasteride

Alopecia agentPropecia®

Desloratadine ODT

Anti-infectiveClarinex® Reditabs®

Zoledronic acid injection

Calcium regulatorZometa®

ZenataneTM

DermatologyAccutane®

Market share expansion in our existing key products such as ziprasidone and fondaparinux, ramp-up in our antibiotics portfolio and higher contributions by our facility in Shreveport, Louisiana, U.S.A. Our facility in Shreveport, Louisiana, U.S.A. accounted for approximately 4% of the revenue growth of this segment in North America (the United States and Canada), primarily due to a new multi-year contract signed with a customer during the previous year.

During the year ended March 31, 2013, we made 19 U.S. filings, which includes one NDA filing under section 505(b)(2) and 18 ANDA filings, bringing our cumulative ANDA filings to 200. We now have 65 ANDAs pending approval at the U.S. FDA, out of which 38 are Paragraph IV filings and we believe 8 to have first to file status.

During the year ending March 31, 2014, we expect to launch a few more key products, and we remain optimistic about the long term growth opportunity in this market.

India: Our revenues from India for the year ended March 31, 2013 were Rs.14,560 million, an increase of 13% as compared to the year ended March 31, 2012. This growth was driven by an increase in sales volumes across our key brands, such as Omez, Nise, Stamlo, Razo and Reditux, as well as revenues from 24 new brands launched during the year. According to IMS Health, a market research firm, as per its moving annual total report for the 12 months ended March 31, 2013, our sales value grew by 13.7%. In comparison, the Indian pharmaceutical market grew by 10.2% during such period.

Bio-similar products are one of our key growth drivers in India, and represent approximately 8% of our revenues from India in the year ended March 31, 2013.

Emerging Markets: Our revenues from our “Emerging Markets” (which is comprised of Russia, other countries of the former Soviet Union, and certain other countries from our “Rest of the World” markets, primarily South Africa, Venezuela and Australia), for the year ended March 31, 2013 were Rs.22,441 million, an increase of 31% over the year ended March 31, 2012. This growth was due to the reasons set forth in the below discussions of these geographies.

Russia:Our revenues from Russia for the year ended March 31, 2013 were Rs.14,048 million, an increase of 27% over the year ended March 31, 2012. In Russian rouble absolute currency terms (i.e., Russian roubles without taking into account the effect of currency exchange rates), such revenues grew by 18% in the year ended March 31, 2013 as compared to the year ended March 31, 2012. The growth was largely driven by an increase in sales across our key brands (such as Nise, Omez, Ketorol, Senade and Cetrine) as well as new product launches. According to IMS Health, a market research firm, as per its moving annual total report for the 12 months ended March 31, 2013, our sales value and volume growths for the year ended March 31, 2013 were 4.9% and 2.7%, respectively, as compared to the Russian pharmaceutical market value growth and volume decrease of 8.5% and 0.7%, respectively. During the same period, our volume market share increased from 1.65% to 1.70%. We launched 5 new brands in Russia during the year ended March 31, 2013. OTC products represented approximately 34% of our overall sales in Russia and we intend to further strengthen our OTC sales by continuous branding initiatives.

Other countries of the former Soviet Union: Our revenues from other countries of the former Soviet Union for the year ended March 31, 2013 were Rs.2,860 million, an increase of 28% over the year ended March 31, 2012. This growth was largely led by increased revenues resulting from higher prices and increased sales volumes from sales in Ukraine, Belarus and Kazakhstan, and partly benefitted by depreciation of the Indian rupee against the U.S. dollar and Ukrainian hryvnia.

Rest of the World Markets: We refer to all markets of this segment other than North America, Europe, Russia and other countries of the former Soviet Union and India as our “Rest of the World” markets. Our revenues from our “Rest of the World” markets were Rs.5,533 million in the year ended March 31, 2013, an increase of 42% as compared to the year ended March 31, 2012. The growth was largely led by increased revenues resulting from higher prices and increased sales volumes from South Africa, Australia and Venezuela, and was partially offset by the impact of devaluation of the Venezuelan bolivar.

Pharmaceutical Services and Active Ingredients (“PSAI”)

Our Pharmaceutical Services and Active Ingredients (“PSAI”) segment’s revenues for the year ended March 31, 2013 were Rs.30,702 million, an increase of 29% as compared to the year ended March 31, 2012. This was largely attributable to:

increases in the sales of active pharmaceutical ingredients to generic customers to support their generic product launches related to impending patent expirations, which increased our PSAI segment’s revenues by 9%;

a strong recovery of customer orders in our PSAI segment primarily due to increased pharmaceutical development services for certain products provided to our innovator company customers, which increased our PSAI segment’s revenues by 8%; and

the impact of depreciation of the Indian rupee against multiple currencies, which increased our PSAI segment’s revenues by 12%.

In the year ended March 31, 2013, our PSAI segment filed 47 Drug Master Files (“DMFs”) worldwide, of which 5 were filed in the United States, 10 were filed in Europe and 32 were filed in other countries. Cumulatively, our total DMFs filed worldwide as of March 31, 2013 were 577, including 184 DMFs filed in the United States.

Gross Margin

Our total gross margin was Rs.60,579 million for the year ended March 31, 2013, representing 52% of our total revenues for this period, as compared to Rs.53,305 million for the year ended March 31, 2012, representing 55% of our total revenues for this period.

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

   For the Year Ended March 31, 
   2013  2012  2011 
   Gross
Margin
   % of
Segment
Revenue
  Gross
Margin
   % of
Segment
Revenue
  Gross
Margin
   % of
Segment
Revenue
 
   (Rs. in millions) 

Global Generics

   Rs.48,721     59  Rs.44,263     63  Rs.34,499     65

Pharmaceutical Services and

Active Ingredients

   9,970     32  7,508     32  5,105     26

Proprietary Products

   1,324     90  903     84  382     72

Others

   564     37  631     39  277     24
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

 Rs.60,579   52 Rs.53,305   55 Rs.40,263   54
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

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

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

the impact of one time profit share revenues from the sale of olanzapine 20 mg tablets in the United States for the year ended March 31, 2012, which resulted in higher gross margins for such year;

the unfavorable impact of price erosions in some of our existing products in the United States and Germany; and

the unfavorable impact of higher power and fuel costs in India due to an increase in tariff rates as well as imposition of certain fuel surcharge adjustments.

Adjusting for the impact of the one time profit share revenues from the sale of olanzapine 20 mg tablets in the United States for the year ended March 31, 2012 which resulted in higher gross margins for such year, the gross margin for the year ended March 31, 2013 did not change significantly as compared to the gross margin for the year ended March 31, 2012.

Selling, general and administrative expenses

Our selling, general and administrative expenses for the year ended March 31, 2013 were Rs.34,272 million, an increase of 15% as compared to Rs.29,907 million for the year ended March 31, 2012. Including the unfavorable impact of depreciation of the Indian rupee against multiple currencies in the markets in which we operate, this increase was primarily on account of the following:

increased personnel costs, due to annual raises and new recruitments, which increased our selling, general and administrative expenses by 9%; and

higher distribution costs, due to increases in sales volumes and freight cost increases, which increased our selling, general and administrative expenses by 3%.

Our selling, general and administrative expenses as a percentage of sales have gradually declined and were at 30% for the year ended March 31, 2013 as compared to 31% and 32% for the years ended March 31, 2012 and 2011, respectively.

Research and development expenses

Our research and development expenses for the year ended March 31, 2013 were Rs.7,674 million, an increase of 30% as compared to Rs.5,911 million for the year ended March 31, 2012. The increase in research and development expenditure was primarily due to increased spending in our innovative and bio-pharmaceutical research. Our research and development expenditures accounted for 6.6% of our total revenues for the year ended March 31, 2013, as compared to 6.1% for the year ended March 31, 2012. Approximately 60% of our research and development expenses for the year ended March 31, 2013 were spent towards the development of bio-equivalent generic products and the other 40% was dedicated to innovative and bio-pharmaceutical research.

Impairment loss on goodwill and other intangible assets

Based on the business performance and expected cash flows from our business in Italy, we carried out an impairment test of Dr. Reddy’s SRL’s cash-generating unit and recorded an impairment loss of goodwill amounting to Rs.181 million for the year ended March 31, 2013. Further, we also recorded an impairment loss on intangibles amounting to Rs.10 million for the year ended March 31, 2013 pertaining to this cash-generating unit.

Consequent to the decline in expected cash flows of some of the products forming part of the product related intangibles pertaining to our Global Generics segment, we carried out an impairment test of such product related intangibles and recorded an impairment loss of Rs.497 million for the year ended March 31, 2013.

The above impairment losses were recorded under “Selling, general and administrative expenses” in the consolidated income statement.

Other income, net

In the year ended March 31, 2013, our net other income was Rs.2,479 million as compared to the net other income of Rs.765 million in the year ended March 31, 2012. The increase was primarily on account of the following:

In March 2013, we entered into an agreement with Nordion Inc. (formerly known as MDS Inc.) to settle our ongoing litigation for alleged breach of service obligations by Nordion Inc. during the years 2000 to 2004. As part of the settlement, we received a one-time settlement amount of Rs.1,220 million (U.S.$22.5 million) from Nordion Inc., out of which Rs.108 million (U.S.$2 million) was towards reimbursement of research and development cost and was recorded as reduction in such cost. The balance of Rs.1,112 million (U.S.$20.5 million) was compensation for lost profits and was recorded as part of other income; and

a net increase in sales of spent chemicals by Rs.208 million.

Finance income, net

Net finance income was Rs.460 million for the year ended March 31, 2013, as compared to net finance income of Rs.160 million for the year ended March 31, 2012. The change was primarily on account of the following:

our net foreign exchange gain was Rs.365 million for the year ended March 31, 2013, as compared to a net foreign exchange gain of Rs.689 million for the year ended March 31, 2012;

our net interest expense was Rs.118 million for the year ended March 31, 2013, as compared to net interest expense of Rs.690 million for the year ended March 31, 2012 primarily due to increased interest income on our higher term deposits; and

our dividend and profit on sale of investments was Rs.213 million for the year ended March 31, 2013, as compared to Rs.161 million for the year ended March 31, 2012.

Profit before income taxes

As a result of the above, profit before income taxes was Rs.21,676 million for the year ended March 31, 2013, an increase of 17% as compared to Rs.18,466 million for the year ended March 31, 2012.

Income tax expense

Income tax expense was Rs.4,900 million for the year ended March 31, 2013, as compared to income tax expense of Rs.4,204 million for the year ended March 31, 2012.

Our consolidated effective tax rate was 22.6% for the year ended March 31, 2013, as compared to a consolidated effective tax rate of 22.8% for the year ended March 31, 2012.

Profit for the period

As a result of the above, our net result was a net profit of Rs.16,776 million for the year ended March 31, 2013, as compared to a net profit of Rs.14,262 million for the year ended March 31, 2012.

5.B.Liquidity and capital resources

Liquidity

We have primarily financed our operations through cash flows generated from operations and a mix of long-term and short-term borrowings. Our principal liquidity and capital needs are for making investments, the purchase of property, plant and equipment, regular business operations and research and development.

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 requirements. We borrowed U.S.$220 million during the year ended March 31, 2012, which is to be repaid in eight quarterly installments beginning December 2014. Further, we also borrowed U.S.$150 million during the year ended March 31, 2014, which iswas to be repaid in five quarterly installments beginning February 2018. During the three months ended December 31, 2016, we entered into a financing arrangement with certain financial institutions to refinance this borrowing of U.S.$150 million. As per the repayment schedule applicable to the refinanced borrowing, we repaid U.S.$75 million on November 28, 2016 (refer to Note 17 to our consolidated financial statements for further details). These loans were borrowedincurred primarily to repay some of our then existing short term borrowings and to meet anticipated capital expenditureexpenditures over the near term. As part

During the three months ended September 30, 2016, Dr. Reddy’s Laboratories, SA, one of our growth strategy, we continuesubsidiaries, in Switzerland (the “Swiss Subsidiary”), borrowed U.S.$350 million of short-term loans from certain institutional lenders (refer to review opportunitiesNote 17 to acquire companies, complementary technologies or product rights.our consolidated financial statements for further details). These loans were borrowed for the purpose of funding the acquisition of eight ANDAs from Teva and an affiliate of Allergan plc in the United States (refer to Note 33 of our consolidated financial statements for additional details). During the three months ended June 30, 2017, the entire short-term borrowing of U.S.$350 was repaid.

During the three months ended June 30, 2017, the Swiss Subsidiary borrowed U.S.$250 million from certain institutional lenders (refer to Note 17 to our consolidated financial statements for further details), of which U.S.$200 million is required to be repaid in one balloon installment due on the 60 month anniversary of the date of the loan, and the remaining U.S.$50 million is repayable in five equal quarterly installments of U.S.$10 million each, commencing at the end of the 30 month anniversary and continuing until the 42 month anniversary of the date of the loan.

During the three months ended June 30, 2017, Reddy Holding GmbH, one of our subsidiaries in Germany, borrowed EUR 42 million, which is repayable in three equal installments due at the end of the two, three and four year anniversaries of the date of the loan.

The following table summarizes our statements of cash flows for the periodsyears presented:

 

  Year Ended March 31,  For the year ended March 31, 
  2015   2014   2013  2018  2017  2016 
  (Rs. in millions)  (Rs. in millions) 

Net cash provided by/(used in):

                  

Operating activities

  Rs.25,033    Rs.19,463    Rs.13,317   Rs.18,029  Rs.21,513  Rs.41,247 

Investing activities

   (22,904   (16,620   (13,944  (14,883)  (18,471)  (20,423)

Financing activities

   (4,118   (217   (1,792  (4,440)  (3,692)  (17,001)

Net increase/(decrease) in cash and cash equivalents

   (1,989   2,626     (2,419  (1,294)  (650)  3,823 

Effect of exchange rate changes on cash

   (1,068   771     94    57   (492)  (4,296)

In addition to cash, inventory and our balance of accounts receivable, our unused sources of liquidity included Rs.10,438Rs.24,046 million in available credit under revolving credit facilities with banks as of March 31, 2015.2018. We had no other material unused sources of liquidity as of March 31, 2015.2018.

Cash Flow from Operating Activities

The net result of our operating activities was a cash inflow of Rs.25,033 million for theYear ended March 31, 2018 compared to year ended March 31, 2015, as compared to a cash inflow of Rs.19,463 million for the year ended March 31, 2014.2017

For the year ended March 31, 2015, our earnings

Our profit before interest expense/income, profit/loss on sale of investments, tax expense, impairment loss/reversal of impairment loss, depreciation and amortization (“Adjusted EBITDA”) was Rs.36,168Rs.24,082 million out of which Rs.15,040for the year ended March 31, 2018, as compared to Rs.25,495 million, was used towards increased working capital requirements. Such increase in working capital requirements primarily resulted from an increase in our trade receivables by Rs.10,905 million and an increase in our inventories by Rs.5,447 million. The increase in our trade receivables was primarily due to an increase infor the proportion of sales made to customers with longer credit periods in the United States. The increase in our inventories was primarily to support the increased sales of our existing products as well as launches of new products.year ended March 31, 2017.

The net result of our operating activities was a net cash inflow of Rs.19,463Rs.18,029 million for the year ended March 31, 2014,2018, as compared to a net cash inflow of Rs.13,317Rs.21,513 million for the year ended March 31, 2013.

The2017. Accordingly, our net cash providedinflow decreased by our operating activities increased by Rs.6,146Rs.3,484 million forduring the year ended March 31, 2014,2018 as compared to the year ended March 31, 2013. This increase was2017, primarily due to our improved business performanceincreases in working capital requirements as described below.

86

Increases in working capital accounted for net cash outflows of Rs.8,992 million and Rs.5,350 million during the years ended March 31, 2018 and 2017, respectively. This increase in working capital requirements during the year ended March 31 2014, resulting in Adjusted EBITDA of Rs.33,187 million,2018, as compared to Rs.27,818 million for the year ended March 31, 2013. Our business growth for2017, resulted in a significant decrease in our net cash provided by operating activities. The increase in working capital requirements during the year ended March 31, 20142018 primarily resulted from an increase in our inventories by Rs.3,233 million and increase in our trade receivables by Rs.2,097 million. The increase in total inventories was mainly attributable to launchesprimarily on account of new productsan increase in the United States.inventories held for our new product launches.

Our days’ sales outstanding (“DSO”) as at March 31, 2015, December 31, 2014, March 31, 20142018 and March 31, 2013, computed based on the sales for the three months ended March 31, 2015, December 31, 2014, March 31, 2014 and March 31, 2013,2017, were 95 days, 96 days, 86102 days and 8696 days, respectively. The increase in our DSO was primarily on account of (a) changes in the mix of our receivables, due to an increase in the proportion of sales made toreceivables from our customers with longer credit periods in the United States.

States; and (b) an increase in the trade receivables in our API and Russia businesses.

Cash Flow from Investing Activities

Our net cash used in investing activities for theYear ended March 31, 2017 compared to year ended March 31, 20152016

Our profit for the year before interest expense/income, profit/loss on sale of investments, tax expense, impairment loss, depreciation and amortization was Rs.22,904 million, as compared to Rs.16,620Rs.25,495 million for the year ended March 31, 2014.

Our net cash used in investing activities increased2018, as compared to Rs.36,253 million, for the year ended March 31, 2015,2017.

The net result of our operating activities was a net cash inflow of Rs.21,513 million for the year ended March 31, 2017, as compared to a net cash inflow of Rs.41,247 million for the year ended March 31, 2016. Accordingly, our net cash inflow decreased by Rs.19,734 million during the year ended March 31, 2017 as compared to the year ended March 31, 2014, by Rs.6,284 million2016, primarily due to the following reasons:increases in working capital requirements and decreases in our earnings as described below.

 

ourIncreases in working capital accounted for net investmentscash outflows of Rs.5,350 million and Rs.188 million during the years ended March 31, 2017 and 2016, respectively. This increase in mutual funds and time deposits having an original maturity of more than three months increased by Rs.1,200 million forworking capital requirements during the year ended March 31, 20152017, as compared to the year ended March 31, 2014; and

2016, resulted in a significant decrease in our payment of Rs.5,097 million for the acquisition from Novartis Consumer Health Inc. of the title and rights to its Habitrol® brand (an over-the-counter nicotine replacement therapy transdermal patch) and related U.S. marketing rights during the year ended March 31, 2015.

Our net cash usedprovided by operating activities. The increase in investing activities forworking capital requirements during the year ended March 31, 20142017 primarily resulted from an increase in our inventories by Rs.6,325 million. The decrease in our earnings during the year ended March 31, 2017 was Rs.16,620 million,primarily due to lower sales of some of our key products on account of increased competition.

Our days’ sales outstanding (“DSO”) as at March 31, 2017 and March 31, 2016, were 96 days and 99 days, respectively. The decrease in our DSO was primarily due to improved collections from customers in the United States.

Cash Flow from Investing Activities

Year ended March 31, 2018 compared to Rs.13,944year ended March 31, 2017

Our investing activities resulted in a net cash outflow of Rs.14,883 million for the year ended March 31, 2013.

Our net cash used in investing activities increased for the year ended March 31, 2014,2018, as compared to the year ended March 31, 2013, by Rs.2,676 million primarily due to the following reasons:

our net investments in mutual funds and time deposits having an original maturity of more than three months increased by Rs.1,062Rs.18,471 million for the year ended March 31, 20142017. This decrease in net cash outflow of Rs.3,588 million was primarily due to:

·a net decrease of Rs.26,954 in the net cash outflow attributable to key acquisitions during the year ended March 31, 2018 as compared to the year ended March 31, 2017, as follows:

oRs.23,366 million was paid to Teva and an affiliate of Allergan plc for the acquisition of eight ANDAs during the year ended March 31, 2017 (refer to Note 33 of our consolidated financial statements for further details); and

oRs.3,159 million was paid to XenoPort, Inc. for the acquisition of exclusive U.S. rights for the development and commercialization of a clinical stage oral new chemical entity which forms a part of our Proprietary Products segment, during the year ended March 31, 2017 (refer to Note 34 of our consolidated financial statements for further details).

·net decrease in amounts spent on property, plant and equipment by Rs.3,082 million during the year ended March 31, 2018 as compared to the year ended March 31, 2017; and

·the foregoing was partially offset by an increase in net cash outflow by Rs.26,335 million for the year ended March 31, 2018, as compared to the year ended March 31, 2017, through investments in mutual funds and fixed deposits having an original maturity of more than three months.

87

Year ended March 31, 2017 compared to year ended March 31, 2013; and2016

 

an increaseOur investing activities resulted in the amount spent on property, plant and equipment by Rs.3,411a net cash outflow of Rs.18,471 million for the year ended March 31, 2014,2017, as compared to the year ended March 31, 2013. The amount spent on property, plant and equipmentRs.20,423 million for the year ended March 31, 2014 includes Rs.1,1502016. This decrease in net cash outflow of Rs.1,952 million (excluding taxeswas primarily due to:

·an increase in net cash inflow by Rs.20,923 million for the year ended March 31, 2017, as compared to the year ended March 31, 2016, in the proceeds from redemption of investments in mutual funds and fixed deposits having an original maturity of more than three months;

·the foregoing was partially offset by a net increase in amounts spent on property, plant and equipment by Rs.301 million during the year ended March 31, 2017 as compared to the year ended March 31, 2016; and

·in addition, the foregoing was also partially offset by a net increase of Rs.18,579 in the net cash outflow attributable to key acquisitions during the year ended March 31, 2017 as compared to the year ended March 31, 2016, as follows:

oRs.7,936 million was paid to UCB India Private Limited and other UCB group companies (“UCB”) for the acquisition of a select portfolio of established products business during the year ended March 31, 2016 (refer to Note 34 of our consolidated financial statements for further details);

oRs.1,158 million was paid to Alchemia Limited for the purchase of worldwide, exclusive intellectual property rights to fondaparinux sodium during the year ended March 31, 2016 (refer to Note 34 of our consolidated financial statements for further details);

oRs.23,366 million was paid to Teva and an affiliate of Allergan plc for the acquisition of eight ANDAs during the year ended March 31, 2017 (refer to Note 33 of our consolidated financial statements for further details);

oRs.3,159 million was paid to XenoPort, Inc. for the acquisition of exclusive U.S. rights for the development and commercialization of a clinical stage oral new chemical entity which forms a part of our Proprietary Products segment, during the year ended March 31, 2017 (refer to Note 34 of our consolidated financial statements for further details);

oRs.1,148 million paid to Ducere Pharma LLC for the purchase of six OTC brands which forms a part of our Global Generics segment, during the year ended March 31, 2017 (refer to Note 34 of our consolidated financial statements for further details);

Cash Flow from Financing Activities

Year ended March 31, 2018 compared to year ended March 31, 2017

Our financing activities resulted in a net cash outflow of Rs.4,440 million for the year ended March 31, 2018, as compared to Rs.3,692 million for the year ended March 31, 2017.

During the year ended March 31, 2018, there was a decrease in net short-term borrowings by Rs.18,024 million, primarily on account of repayment of Rs.23,222 million by our Swiss subsidiary, which was offset by an increase in long-term borrowings of Rs.18,907 million incurred by our subsidiaries in Switzerland and duties) spent on property, plantGermany. Furthermore, we also paid dividends (including dividend distribution taxes) of Rs.3,992 million.

During the year ended March 31, 2017, we bought back and equipment acquired from Ecologic Chemicals Limited (Referextinguished 5,077,504 equity shares for an aggregate purchase price of Rs.15,694 million (refer to Note 31 in15 of our consolidated financial statements for further details).

The above increases in cash outflow towards investing activities for the year ended March 31, 2014 were partially offset by the impact In addition, we repaid long term borrowings of Rs.1,746Rs.5,220 million, of cash outflow for the year ended March 31, 2013 on accountwhich primarily consisted of the acquisition of OctoPlus N.V.

Cash Flows from Financing Activities

Our net cash outflows from financing activities were Rs.4,118 million for the year ended March 31, 2015, as compared to Rs.217 million for the year ended March 31, 2014.

During the year ended March 31, 2015, we had a cash inflow on account of net short term borrowings proceeds of Rs.4,068 million,partial repayment of two installments amounting to Rs.3,452a U.S.$150 million (U.S.$55 million) due under the loan agreement by our Swiss subsidiary and payment of dividends (including corporate dividend tax) of Rs.3,587 million.

During the year ended March 31, 2014, we redeemed our 9.25% unsecured, non-convertible, redeemable debentures (sometimes referred to as our “bonus debentures”) for an aggregate payment of Rs.5,078 million, representing their face value, and we borrowed Rs.9,391 million (U.S.$150 million) pursuant to a long term loan arrangement for the purpose of our ongoing capital investments and paid dividend (including corporate dividend tax) of Rs.2,985 million.

Our net cash outflows from financing activities were Rs.217 million for the year ended March 31, 2014, as compared to Rs.1,792 million for the year ended March 31, 2013. The primary reasons for this decrease are as follows:

we redeemed our 9.25% unsecured, non-convertible, redeemable debentures (sometimes referred to as our “bonus debentures”) for an aggregate payment of Rs.5,078 million, representing their face value, during the year ended March 31, 2014;

we borrowed Rs.9,391 million (U.S.$150 million) pursuant to a long term loan arrangement for the purpose of our ongoing capital investments during the year ended March 31, 2014 (Referparent company (refer to Note 17 to our consolidated financial statements for further details);. Furthermore, we incurred net short-term borrowings of Rs.21,536 million during the year ended March 31, 2017, including borrowings of Rs.23,366 million (U.S.$350 million) by our Swiss subsidiary for the purpose of acquiring eight ANDAs from Teva and

an affiliate of Allergan plc (refer to note 33 of our consolidated financial statements for further details). Furthermore, we also paid dividends (including dividend distribution taxes) of Rs.3,390 million.

we hadYear ended March 31, 2017 compared to year ended March 31, 2016

Our financing activities resulted in a net cash outflow on account of net short term borrowings repayments of Rs.858Rs.3,692 million for the year ended March 31, 2014. In comparison, we had cash inflow from net short term borrowing proceeds of Rs.2,3292017, as compared to Rs.17,001 million for the year ended March 31, 2013,2016.

During the year ended March 31, 2017, we bought back and extinguished 5,077,504 equity shares for an aggregate purchase price of Rs.15,694 million (refer to Note 15 of our consolidated financial statements for further details). In addition, we repaid long term borrowings of Rs.5,220 million, which was primarily drawnconsisted of the partial repayment of a U.S.$150 million loan by our parent company (refer to Note 17 to our consolidated financial statements for further details). Furthermore, we incurred net short-term borrowings of Rs.21,536 million during the year ended March 31, 2017, including borrowings of Rs.23,366 million (U.S.$350 million) by our working capital needs.Swiss subsidiary for the purpose of acquiring eight ANDAs from Teva and an affiliate of Allergan plc (refer to note 33 of our consolidated financial statements for further details). Furthermore, we also paid dividends (including dividend distribution taxes) of Rs.3,390 million.

88

During the year ended March 31, 2016, we repaid long term borrowings of Rs.11,706 million, which primarily consisted of the repayment of all long term borrowings by our subsidiaries in Switzerland and the United Kingdom (refer to Note 17 to our consolidated financial statements for further details). Furthermore, we also paid dividends (including dividend distribution taxes) of Rs.4,106 million and repaid short term loans of Rs.273 million during the year ended March 31, 2016.

Principal obligations

The following table summarizes our principal debt obligations (excluding capital lease obligations) outstanding as of March 31, 2015:2018:

 

 Payments due by period 
  Payments due by period 
Financial Contractual Obligations  Total   Less than
1 year
   1-5 years   More than
5 years
 
Principal debt obligations Total  Less than 1 year  1-5 years  More than 5 years 
  (Rs. in millions)  (Rs. in millions) 

Short-term borrowings from banks

  Rs.21,857    Rs.21,857    Rs.—      Rs.—     Rs.25,466  Rs.25,466  Rs.-  Rs.- 

Long term debt in foreign currency

   20,427     6,875     13,552     —    
  

 

   

 

   

 

   

 

 
Long-term debt in foreign currency(1)  24,576   -   24,576   - 

Total obligations

Rs.42,284  Rs.28,732  Rs.13,552  Rs.—     Rs.50,042  Rs.25,466  Rs.24,576  Rs.- 
  

 

   

 

   

 

   

 

 

(1)Long-term debt obligations disclosed in the above table do not reflect any netting of transactions costs of Rs.117.

Annual rate of interest

Short term borrowings

  As at March 31, 2015  As at March 31, 2018 
  Outstanding
balance
   Currency   

Interest rate

  Average
amount
outstanding
   Maximum
amount
outstanding
  Outstanding
balance
  Currency Interest rate Average
amount
outstanding
  Maximum
amount
outstanding
 
  (All amounts in Rs. millions)  (All amounts in Rs.millions) 

Packing credit borrowings

  Rs.20,857     USD    LIBOR + 10 to 40 bps  Rs.12,878    Rs.21,220   Rs.21,008  USD 1 Month LIBOR + (30) to 30 bps Rs.20,771  Rs.22,879 
     EURO    LIBOR + 7.5 to 20 bps         INR 6.00%        
     RUB    9.80% to 22.30%         RUB 6.75%        

Other foreign currency borrowings

   —       —      —     4,049     5,941    4,458  USD 

1 Month/3 Months LIBOR + 65 to 85 bps

  7,383   26,746 

Other rupee borrowings

   1,000     INR    10%   1,000     1,000  
     UAH 18.00%        
  As at March 31, 2014      RUB 8.20%        
  Outstanding
balance
   Currency   

Interest rate

  Average
amount
outstanding
   Maximum
amount
outstanding
 
  (All amounts in Rs. millions) 

“Packing credit” borrowings

  Rs.17,630     USD    LIBOR + 25 to 85 bps  Rs.15,462    Rs.18,352  
     EURO    LIBOR + 20 bps    
     RUB    Mosprime + 60 bps    
     

 

RUB

INR

  

  

  

7.20% to 7.75%

9.50% to 10%

    

Borrowings on transfer of receivables

   —       RUB    7.30% to 7.65%   376     1,566  

Other foreign currency borrowings

   2,977     EURO    LIBOR + 90 bps   5,316     8,494  

In the above table, Mosprime means the Moscow Prime Offered Rate.

  As at March 31, 2017 
  Outstanding
balance
  Currency Interest rate Average
amount
outstanding
  Maximum
amount
outstanding
 
  (All amounts in Rs.millions) 
Packing credit borrowings  Rs.18,699  USD 1 Month LIBOR + (30) to 1 bps Rs.20,725  Rs.24,462 
      USD 0.01%        
      INR T-Bill + 30bps        
      INR 6.92% to 6.95%        
      RUB 9.95%        
Other foreign currency borrowings  24,840  USD 1 Month LIBOR + 40 to 60 bps  18,842   29,043 
      RUB 10.48%        

The maturities of our short-term borrowings from banks vary from one month to twelve months. Our objective in determining the borrowing maturity is to ensure a balance between flexibility, cost and the continuing availability of funds.

89

Long term borrowings

   As at March 31, 
   2015   2014 
   Currency   Interest Rate   Currency   Interest Rate 

Foreign currency borrowings

   

 

USD

GBP

  

  

   

 

LIBOR + 100 to 125 bps

LIBOR + 130 bps

  

  

   

 

USD

GBP

  

  

   

 

LIBOR + 100 to 179 bps

LIBOR + 130 bps

  

  

  As at March 31, 
  2018 2017 
  Outstanding
balance
  Currency Interest Rate Outstanding
balance
  Currency  Interest Rate 
Foreign currency borrowings Rs.21,065  USD 1 Month LIBOR + 45 to 82.7 bps Rs.4,852   USD   1 Month LIBOR + 82.7 bps 
   3,394  EUR 0.81%  -   -   - 

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. However, transfers of funds from Venezuela are subject to certain exchange control regulations. Refer to Note 3938 of our consolidated financial statements.statements for further details. Consistent with our risk management policy, we use interest rate swaps to mitigate the risk of changes in interest rates.

Cash and cash equivalents are primarily held in Indian rupees, U.S. dollars, U.K. pounds sterling, Euros, Russian roubles, Venezuela bolivarsKazakhstan tenges, Brazilian reals and Swiss francs.

As of March 31, 20152018 and 2014,2017, we had committed to spend Rs.4,173Rs.3,788 million and Rs.2,920Rs.5,256 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 as well as cash flows from our long term borrowings.

5.C.Research and development, patents and licenses, etcetc..

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 highly regulated markets of the United States and Europe as well as emerging markets. Global Generics also includes 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”)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 discoveryfocus on the research, development, and developmentmanufacture of differentiated formulationsformulations. These novel products fall within the dermatology and new molecules, sometimes referred to as a “new chemical entity” or “NCE”. Our business model focuses on building a pipeline in neurology and dermatology.

therapeutic areas.

In the years ended March 31, 2015, 20142018, 2017 and 2013,2016, we expended Rs.17,449Rs.18,265 million, Rs.12,402Rs.19,551 million and Rs.7,674Rs.17,834 million, respectively, on research and development activities. The increase in research and development expenditure was in line with our strategy to expand our research and development efforts in complex formulations, differentiated formulations and bio-similarbiosimilar compounds.

Patents, Trademarks and Licenses

We have filed and been issued numerous patents in our principal areas of operations: Global Generics, 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, 2015,2018, we had registered more than 1,223have approximately 1,560 trademarks filed with the Registrar of Trademarks in India.India which are either registered or are pending registration. 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.

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5.D.Trend Information

Please see “Item 5: Operating and Financial Review and Prospects” and “Item 4. Information on the Company” for trend information.

5.E.Off-balance sheet arrangements

None.

5.F.Tabular Disclosure of Contractual Obligations

The following summarizes our contractual obligations as of March 31, 20152018 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) 
Contractual Obligations  Total   Less than
1 year
   2-3 years   4-5 years   More than
5 years
 

Operating lease obligations

  Rs.2,495    Rs.384    Rs.690    Rs.569    Rs.852  

Capital lease obligations

   862     87     171     92     512  

Purchase obligations

          

Agreements to purchase property and equipment and other capital commitments(1)

   4,173     4,173     —       —       —    

Short term debt obligations

   21,857     21,857     —       —       —    

Long term debt obligations

   20,427     6,875     6,052     7,500     —    

Estimated interest payable on long-term debt(2)

   584     242     289     53     —    

Post retirement benefits obligations(3)

   2,398     163     362     459     1,414  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

Rs.52,796  Rs.33,781  Rs.7,564  Rs.8,673  Rs.2,778  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Payments due by period 
  (Rs. in millions) 
Contractual Obligations Total  Less than 1
year
  1-3 years  3-5 years  More than 5
years
 
Operating lease obligations Rs.1,929  Rs.496  Rs.780  Rs.364  Rs.289 
Capital lease obligations (including interest)  975   120   212   204   439 
Property, plant and equipment purchase obligations(1)  3,788   3,788   -   -   - 
Short-term debt obligations  25,466   25,466   -   -   - 
Long-term debt obligations (excluding capital lease)(2)  24,576   -   10,410   14,166   - 
Estimated interest payable on long-term debt(3)  395   168   219   8   - 
Post-retirement benefits obligations(4)  2,406   261   462   456   1,227 
Total contractual obligations Rs.59,535  Rs.30,299  Rs.12,083  Rs.15,198  Rs.1,955 

 

(1)

These amountsAmounts presented are net of capital advances paid in respect of such purchases and are expected to be funded from internally generated funds and proceeds from long term borrowings.

funds.

(2)Long-term debt obligations disclosed in the above table do not reflect any netting of transaction costs of Rs.117.

(3)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, 20152018 applicable benchmark rates and are subject to fluctuation in the future.

(3)

(4)

Post-retirement benefits obligations in the “More than 5 years” column are estimated for a maximum of 10 years.

We have committed to make potential future milestone and royalty payments to third parties under various agreements. Such payments are contingent upon the achievement of certain regulatory milestones and sales targets. Due to the uncertainty of the timing of these payments, they are not included in the above table.

5.G.Safe harbor

See page 3 under heading “Forward-Looking and Cautionary Statement”.

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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, 20152018 was as follows:

 

Directors  Name(1)

 Age
(in (in yrs.)
 

Position

Mr. K. Satish Reddy(2)(3)(5)

 4851 Chairman

Mr. G.V. Prasad(2)(4)(5)

 5558 Co-Chairman, Managing Director and Chief Executive Officer

Mr. Anupam Puri

 72Director
Ms. Kalpana Morparia 69 Director

Dr. J.P. Moreau

Omkar Goswami
 6761 Director

Ms. Kalpana Morparia

Dr. Bruce L.A. Carter
 6674 Director

Dr. Omkar Goswami

Mr. Sridar Iyengar
 5870 Director

Mr. Ravi Bhoothalingam

Bharat Narotam Doshi 69 Director

Dr. Bruce L.A. Carter

Mr. Hans Peter Hasler(5)
 7162 Director

Dr. Ashok S. Ganguly

Mr. Prasad R. Menon
 80Director

Mr. Sridar Iyengar

6772 Director

(1)

(1)

Except for Mr. K. Satish Reddy and Mr. G.V. Prasad, all of the directors are independent directors under the corporate governance rules of the New York Stock Exchange.

(2)

(2)

Full-time director.

(3)

(3)

Brother-in-law of Mr. G.V. Prasad.

(4)

(4)

Brother-in-law of Mr. K. Satish Reddy.

(5)

Effective May 2014, G.V. Prasad’s position and title changed to Co-Chairman, Managing Director and Chief Executive Officer and Satish Reddy’s position and title changed to Chairman(5)

Resigned effective as of the Board.

June 14, 2018.

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, 2015,2018, the Management Council consisted of:

 

Name and Designation

  

Education/Degrees Held

  Age   Experience
in years
   

Date of commencement
of employment

  

Particulars of last employment

Satish Reddy(1) (3)

Chairman

  

B. Tech., M.S.

(Medicinal Chemistry)

   48     23    January 18, 1993  Director, Globe Organics Limited

G.V. Prasad(2) (3)

Co-Chairman, Managing Director and Chief Executive Officer

  

B. E. (Chem. Eng.),

M.S. (Indl. Admn.)

   55     31    June 30, 1990  Promoter Director, Benzex Labs Private Limited

Abhijit Mukherjee(3)

Chief Operating Officer

  B. Tech. (Chem.)   57     35    January 15, 2003  President, Atul Limited

Alok Sonig

Senior Vice President and Head-India Business (Generics)

  B.E., MBA   43     21    June 11, 2012  Vice President and Head of Global Commercial Excellence, Strategy and Business Model Innovation, Bristol Myers Squibb

Dr. Amit Biswas

Executive Vice President-Integrated Product Development Organization

  B. Tech. (Chem.), Masters (Polymer Science), Ph.D.   55     26    July 12, 2011  

Senior Vice President,

Reliance Industries Limited

Dr. Cartikeya Reddy

Executive Vice President and Head-Biologics

  B. Tech, M.S., Ph.D.   45     24    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

Dr. KVS Ram Rao Sr. Vice President and Business Head-Active Pharmaceutical Ingredients (API) and Custom Pharmaceutical Services (CPS)

  

B.Tech., M.E.,

Ph. D.

   52     22    April 3, 2000  Head of Technical Services, Jubilant Life Sciences

M.V. Ramana Executive Vice President -Emerging Markets

  MBA   47     22    October 15, 1992  

Dr. Raghav Chari Executive Vice President- Proprietary Products

  M.S. (Physics), Ph.D.   45     18    September 25, 2006  Head Corporate Strategy, NPS Pharmaceuticals Limited

Dr. S. Chandrasekhar President and Global Head of Human Resources

  MBA., Ph.D.   58     31    August 12, 2013  Vice President and Head of Human Resources, IBM India.

Samiran Das

Executive Vice President and Head- Global Manufacturing Operations-Formulations TechOps (FTO) and Chemical TechOps (CTO)

  B. Tech (Mechanical.)   55     33    June 15, 2011  

Executive Director,

PepsiCo India.

Saumen Chakraborty

President, Chief Financial Officer and Global Head of Information Technology and Business Process Excellence

  B.Sc. (H), PGDM, MBA (IIM)   54     31    July 2, 2001  Vice President, Tecumseh Products India Private Limited

Umang Vohra Executive Vice President and

Head-North America Generics

  B.E., MBA   44     20    February 18, 2002  Manager, PepsiCo India
Name and Designation Education/Degrees
Held
 Age Experience
in years
 Date of
commencement of
employment
 Particulars of last
employment

Mr. K. Satish Reddy(1)

Chairman

 

 

B. Tech., M.S.

(Medicinal Chemistry)

 51 26 January 18, 1993 Director, Globe Organics Limited

Mr. G.V. Prasad(2)

Co-Chairman, Managing Director and Chief Executive Officer

 

 

B. E. (Chem. Eng.),

M.S. (Indl. Admn.)

 58 34 June 30, 1990 Promoter Director, Benzex Labs Private Limited

Mr. Abhijit Mukherjee(3)

Chief Operating Officer

 

 B. Tech. (Chem.) 60 38 January 15, 2003 

President, Atul Limited

 

Mr. Alok Sonig

Executive Vice President and Head - North America Generics

 

B.E., MBA

 

 46 23 June 11, 2012 

Vice President and Head of Global Commercial Excellence, Strategy and Business Model Innovation, Bristol Myers Squibb

 

Dr. Amit Biswas

Executive Vice President and Head - Integrated Product Development Organization

 

 B. Tech. (Chem.), Masters (Polymer Science), Ph.D. 

58

 

 

 30 July 12, 2011 

Senior Vice President,

Reliance Industries Limited

Dr. Cartikeya Reddy

Executive Vice President and Head-Biologics

 

 

B. Tech, M.S., Ph.D.

 

 48 27 

July 20, 2004

 

 

Senior Engineer, Genetech Inc.

 

Dr. K.V.S. Ram Rao

Sr. Vice President and
Head-PSAI Commercial Organization

 

B.Tech., M.E.,

Ph. D.(Chem Eng)

 55 25 April 3, 2000 

Head of Technical Services, Jubilant Life Sciences

 

Mr. M.V. Ramana

Executive Vice President and Head - Branded Markets (India and Emerging Countries)

 

 MBA 50 26 October 15, 1992 -

 

(1)

Brother-in-law of Mr. G.V. Prasad.

92
(2)

Name and Designation Education/Degrees
Held
 Age Experience
in years
 Date of
commencement of
employment
 Particulars of last
employment

Mr. Saumen Chakraborty

President and Chief Financial Officer and Global Head of Information Technology and Business Process Excellence

 

 B.Sc. (H), MBA (IIM) 57 34 July 2, 2001 Vice President, Tecumseh Products India Private Limited

Mr. Ganadhish Kamat

Executive Vice President and Head - Global Quality Organization

 Master of Pharmacy and Diploma in Business Management 55 33 April 18, 2016 Executive Vice President – Corporate Quality, Lupin Limited

Mr. Anil Namboodiripad

Senior Vice President and Head - Proprietary Products

 

 Ph.D. Physiology and Molecular Biophysics 51 20 September 9, 2007 

Abbott Laboratories, Bristol-Myers Squibb,

Booz and Co

Ms. Archana Bhaskar

Executive Vice President and Chief Human Resource Officer

 

 B.Sc. (H), MBA (IIM) 51 26 June 15, 2017 Human Resources head (Global commercial business) Royal Dutch Shell

Mr. Sanjay Sharma

Executive Vice President and Head – Global Manufacturing Operations

 B. Tech (IIT), Business Leader’s program (IIM) and General Management  program (IIM) 50 26 August 1, 2017 Integrated Supply Chain Operations (Coca Cola) for India and South Asia

(1) Brother-in-law of Mr. G.V. Prasad.

(2) Brother-in-law of Mr. K. Satish Reddy.

(3) Retired on March 31, 2018.

In April 2018, Mr. Erez Israeli joined our company as our Chief Operating Officer and the Global Head of Generics and PSAI businesses. He is also a member of our Management Council. He graduated from Bar Ilan University in Israel, majoring in art, economics and business administration, and received a MBA in Finance and Marketing from Bar Ilan University. He has over 25 years of experience in the pharmaceutical industry. Prior to joining us, Mr. Israeli was President and Chief Executive Officer of Enzymotec.  Prior to that, he spent 23 years working at Teva Pharmaceutical Industries Limited (“Teva”), where he held several leadership positions in the API and pharmaceutical (Generics, Speciality and OTC) businesses. He was also the Head of the Global Quality function for Teva, and has held Board positions at subsidiaries of Teva.

Mr. Sauri Gudlavalleti, Senior Vice President and Head of Global Portfolio Integration and Delivery, has become the head of Integrated Product Development Organization and joined the Management Council effective as of April 1, 2018. Dr. Amit Biswas, Executive Vice President and head of Integrated Product Development Organization, will retire in June 2018 and will mentor the team in this transition.

Mr. P. Yugandhar, Senior Vice President and Head of Global Supply Chain Management, joined the Management Council effective as of April 1, 2018.

Mr. Raymond de Vre, Senior Vice President and Head of Biologics Business Operations and Strategy, has taken over as Head of Biologics and has joined the Management Council, effective as of June 1, 2018. Dr. Cartikeya Reddy has decided to move from the Company and will work with Raymond and the Biologics Leadership Team through an extended transition phase until September 30, 2018.

(3)

Effective May 2014, G.V. Prasad’s position and title changed to Co-Chairman, Managing Director and Chief Executive Officer, Satish Reddy’s position and title changed to Chairman of the Board and Abhijit Mukherjee’s position and title changed to Chief Operating Officer.

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 our Management Council.

93

Biographies – Directors

Mr. K. Satish Reddyis a member of our Board of Directors and serves as our Chairman of the Board. Prior to May 2014, he held the titles of Vice Chairman and Managing Director. 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 was a member of the Drugs Technical Advisory Board of India, the Chairman of the Andhra Pradesh Chapter of the Confederation of Indian Industries (CII)(“CII”) and head of its National Committee on Pharmaceuticals. He iswas the President of the Indian Pharmaceutical Alliance, a premier industry association of leading research-based Indian companies. He also chairs the Life Sciences Skill Development Council under The National Skill Development Corporation (“NSDC”), an organization, working in partnership with various stakeholders groups, to serve and address the skill shortfalls in the Life Sciences Sectors across India. In May 2015, the Ministry of Labour and Employment, Government of India, nominated Mr. Reddy as Chairman of the Board of Governors of the National Safety Council. In addition to positions held in our subsidiaries and joint ventures, he is also a Director of Green Park Hotels and Resorts Limited, Dr. Reddy’s Holdings Limited, Stamlo Industries Limited, Ruthenika Technologies Limited, Araku Originals Limited, Stamlo HotelsPrivate Limited, Dr. Reddy’s Research Foundation, Dr. Reddy’s Institute of Life Sciences, Young President’s Organisation Hyderabad Chapter, Molecular Connections Private Limited, Dr. Reddy’s Trust Services Private Limited, Satish Reddy Estates Private Limited, QuinCipro Estates Private Limited, KAR Therapeutics & Estates Private Limited, CiproQuin Estates Private Limited, Satish Reddy Estates Private Limited, Molecular Connections Private Limited, Dr. Reddy’s Trust Services Private Limited, KAR Holdings (Singapore) Private Limited, Singapore, KAREUS Therapeutics (Singapore) Private Limited, Singapore and KAREUS Therapeutics, SA, Switzerland.

Mr. G.V. Prasadis a member of our Board of Directors and serves as our Co-Chairman, Managing Director and Chief Executive Officer.  Prior to May 2014, he held the titles of Chairman and Chief Executive Officer. He was the Managing Director of Cheminor Drugs Limited prior to its merger with us. He has a Bachelor of Engineering 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. Mr. Prasad was recognized as India’s“India’s Best CEOCEO” in the Large Company category by Business Today in 2014, and Indiaas “India Business Leader of the YearYear” by CNBC Asia in 2015. He was also listed in the prestigious ‘Medicine Maker 2018 Power List’ of most inspirational professionals shaping the future of drug development, and one of ‘India’s Greatest 50 CEOs Ever’ by Outlook. In addition to positions held in our subsidiaries and joint ventures, he is a Director of Green Park Hotels and Resorts Limited, Stamlo Hotels Limited, Dr. Reddy’s Holdings Limited, Stamlo Industries Limited, Ruthenika Technologies Limited, Dr. Reddy’s Institute of Life Sciences, Dr. Reddy’s Research Foundation, International Foundation for Research and Education, Molecular Connections Private Limited, Vijaya Productions Private Limited, Dr. Reddy’s Trust Services Private Limited, Indian School of Business and Acumen Fund in the United States of America.He also serves as a member of the Board of Governors of the Indian Institute of Technology, Hyderabad.Andhra Pradesh State Skill Development Corporation.

Mr. Anupam Purihas been a member of our Board of Directors since 2002. He retired fromwas associated with McKinsey and Company in late 2000.before joining us. 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 Mumbai Mantra Media Limited and our wholly owned 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 Crompton Greaves Limited, IDFCCG Power and Industrial Solutions Limited, Ambuja Cements Limited, Godrej Consumer Products Limited, Cairn India Limited, Infosys BPO Limited, Bajaj Finance Limited, Max Healthcare Institute Limited, IDFC Financial HoldingHindustan Construction Company Limited, Hindustan Construction CompanyBajaj Auto Limited and DSP Black Rock Investment Managers Private Limited.

Mr. Ravi BhoothalingamMs. Kalpana Morpariahas 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. He is also a Director on the Board of Mulleris Therapeutics Inc. and ProteoThera Inc. in the United States of America.

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 ServicesSouth and Principal Investment Management) and Service Groups (Global Research, Finance, Technology and Operations) in India.Southeast Asia. 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.Asia Pacific Management Committee. Prior to becoming Chief Executive Officer of J.P. Morgan, India,South and Southeast Asia, Ms. MorpariaMorpria served as Chief Executive Officer of J.P. Morgan India and 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 - ICICI Group. Ms. Morparia had 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 50 Most Powerful Women in International 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 100 Most Powerful Women” by Forbes Magazine in 2006. She also serves on the Board of Bennett, Coleman and Co. Limited,

Hindustan Unilever Limited, J.P. Morgan Services India Private Limited, J.P. Morgan Asset Management India Private Limited, and Philip Morris International Inc. in the United States of America. She also serves as a member on the Board of Governors of BharatiBharti Foundation.

94

Dr. Bruce L.A. Carterjoinedhas been a member of our Board as a member on July 21,of Directors since 2008. Dr. Carter was 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 TB Alliance, New York Xencor Inc., Regulus Inc.,Mirati Therapeutics Inc, Accelerator Corporation and Enanta Pharmaceutical Inc. in the United States of America and our wholly-owned subsidiary Aurigene Discovery Technologies Limited.

Dr. Ashok S. Ganguly joined our Board as a member on October 23, 2009.Dr. Ashok Ganguly is the Chairman of ABP Private Ltd. (formerly Ananda Bazar Patrika Group), and was a Director on the Central Board of the Reserve Bank of India 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 (1985-1989) and the U.K. Advisory Board of Research Councils (1991-1994). 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” as well as the “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 Director of Wipro Limited, ABP Private Limited and Vidhi Centre for Legal Policy. He also serves as a member on the Advisory Board of Diageo India Private Limited.

Mr. Sridar Iyengarjoinedhas been a member of our Board as a member on August 22,of Directors since 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 is also on the Board of Directors of ICICI Venture Funds Management Company Limited, Rediff.com India Limited, Mahindra Holidays and Resorts India Limited, CL Educate Limited, ICICI Venture Funds Management Company Limited, Cleartrip Private Limited, CL Media Private Limited, AverQ Inc., Rediff Holdings Inc. in the United States of America, Cleartrip Inc. in the Cayman Islands, IYogi Limited in MauritiusHoliday Club Resorts OY, Finland and our wholly owned subsidiary Dr. Reddy’s Laboratories S.A. in Switzerland.

Mr. Bharat N. Doshihas been a member of our Board of Directors since 2016. Mr. Doshi is a former Executive Director and Group Chief Financial Officer of Mahindra & Mahindra Limited. He was also the Chairman of Mahindra & Mahindra Financial Services Limited since April 2008, and he stepped down from this position on his nomination as Director on the Central Board of Directors of the Reserve Bank of India in March 2016. He is the Chairman of Mahindra Intertrade Limited, Director on the Board of Mahindra Holdings Limited and member of Board of Governors of The Mahindra United World College of India. He is a director on the Boards of Mahindra Foundation (USA) and Mahindra Foundation (UK). He is also an Independent Director of Godrej Consumer Products Limited. He also serves on Advisory Board of Excellence Enablers, an organization committed to promoting corporate governance in India. Mr. Doshi is a fellow Member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India and holds Master’s degree in Law from Bombay University. He is an alumnus of Harvard Business School (Program for Management Development) and Fellow of the Salzburg Seminar on ‘Asian Economies: Regional and Global Relationships’.

Mr. Hans Peter Haslerhas been a member of our Board of Directors since 2016.Mr. Hasler is the governing boardPrincipal of JanaagrahaHPH Management GmbH, Küssnacht, Switzerland, the Chairman of HBH Healthcare Investments AG in Zug since June 2009 and Founder of Vicarius Pharma Limited AG, in Switzerland. He is also the Chairman of the Board of Medical Imaging Analysis Center for Citizenship(MIAC) of the University Hospital, Basel, a non-profit organization, since December 2012 and Democracy.a Director on the Board of Minerva Neuro Sciences. Mr. Hasler holds a Federal Swiss Commercial Diploma from Canton of Bern, Switzerland (Kaufmann) and a Diploma in Business Management from Swiss Institute of Business, Zurich. Mr. Hasler is an experienced pharmaceutical and biotechnology executive and has an international track record and in-depth operational, commercial and general management expertise. He also acts as a top-level advisor to the life-science industry. In his career, he has managed the growth of leading companies in the pharmaceutical industry and successfully launched several blockbuster drugs. He is also on the Board of Directors of our wholly owned subsidiary, Dr. Reddy’s Laboratories S.A. in Switzerland. He resigned effective as of June 14, 2018.

Mr. Prasad R. Menonhas been a member of our Board of Directors since 2017.Mr. Menon is a former Managing Director of Tata Chemicals Limited and Tata Power Company Limited. He has over 40 years of experience in some of the premier multinational and Indian companies in the chemical and power industry. Prior to joining Tata, he was Director Technical of Nagarjuna Fertilisers and Chemicals Limited. Mr. Menon also holds directorship in Axis Bank Ltd., SKF India Ltd. and Tata Foundation in India, as well as the Singapore Tourism Board and Sanmar Group Advisory Board. He holds a chemical engineering degree from the Indian Institute of Technology (IIT), Kharagpur.

Biographies - Executive Officers

Mr. Abhijit Mukherjee iswas the Chief Operating Officer of our company and head of our Global Generics and Pharmaceutical Services and Active Ingredients (“PSAI”) businesses.until he retired on March 31, 2018. 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.

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Mr. Alok Sonig is the SeniorExecutive Vice President-GenericsPresident and head of North America Generics. Effective April, 2018, he is the CEO of our India formulations business.Developed Markets (North America Generics, Europe Generics and Japan). He joined us in June 2012 and has over 2123 years of experience in healthcare, technology and consumer marketing. Prior to joining us, he worked with Bristol Myers Squibb in Princeton, New Jersey, U.S.A., as Vice President and Head of Global Commercial Excellence, Strategy and Business Model Innovation. Mr. Sonig holds a Bachelor’s of Engineering from Punjab Engineering College in India and an MBA from American University, Washington, D.C.

Dr. Amit Biswas is the Executive Vice President and Head of Integrated Product Development (“IPDO”). He joined us onin July 12, 2011 and has 2630 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. He previously worked with companies such as DuPont (USA), ICI India and GE Advanced Materials. 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, heHe was also a member of various councils, including National Chemical Laboratory (Pune) Research Council, Indian Institute of Chemical Technology (Hyderabad) Research Council, Indian Institute of Technology Bombay Advisory Council and currently is a member of All India CII Technology Council. He was made an Adjunct Professor at the Centre for Research in Nano-technology and Science at the Indian Institute of Technology in Bombay, India. 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, U.S.A. and a Bachelor of Technology in Chemical Engineering from the Indian Institute of Technology, Bombay, India.

Dr. Cartikeya Reddy is the Executive Vice President and head 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.Dr. 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.

Dr. KVSK.V.S. Ram Rao is the Senior Vice President and Head-Active Pharmaceutical Ingredients (API) and Custom Pharmaceutical Services (CPS).Head of PSAI Commercial Organization. He joined us in 2000 and has over 2225 years of experience in New Product Development-API and Global Oncology. In his current role, he is responsible for our PSAI commercial organization managing sales, strategy, business development and new product management. Prior to joining us, Dr. Ram Rao worked at Jubilant Life Sciences where he headed the Technical Services Division and Gujarat Heavy Chemicals Limited where he was the Head of Research and Development. He holds a Ph.D. and a Masters degree in Chemical Engineering from the Indian Institute of Science (IISc)(“IISc”), Bangalore along with a Bachelors Degree in Chemical Engineering from Osmania University, Hyderabad, India. He also holds a Diploma in Project Management from Narsee Monjee Institute of Management Studies (NMIMS)(“NMIMS”), India.

Mr. M.V. Ramana is the Executive Vice President and Head of Branded Markets (India and Emerging Markets, Global Generics. He headscountries). Effective April, 2018, he is the Emerging Markets businessCEO of our Global Generics segment, focusing on all emerging markets outside of India.Branded Markets (India and Emerging Markets). He joined us on October 15, 1992 as a Management Trainee in the International Marketing division of our Branded Formulations business. In his 2226 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. Mr. Ramana is also a frequent speaker at various international forums in the pharmaceutical and generics industry. He holds a MBA degree from Osmania University, Hyderabad, India.

Dr. Raghav Chari is the Executive Vice President and head of 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 businessIndia 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 businesscompleted the ISB-Kellogg management 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.D. in Theoretical Physics from Princeton University.program.

Dr. S. Chandrasekhar is the President and Global Head of our Human Resources (“HR”). He joined us in August 2013 and leads a wide range of HR initiatives in leadership development and coaching, talent development, employee engagement and organization design to integrate, grow and transform the organization globally in order to enable our enterprise to meet our business objectives. He has over 31 years of experience across India’s leading firms in public and private sectors engaged in multiple industries such as steel, manufacturing, telecom, information technology services and consulting. He is also among the first few Indians who have been accredited by the International Coach Federation – the world’s leading coach certification body—in the professional practice of executive coaching. Prior to joining us, Dr. Chandrasekhar worked with IBM, India as Vice President and Head of Human Resources for the India/South Asia region. At IBM, he was a key member of the India Leadership Team and a Director on the Board of IBM India Private Limited. Dr. Chandrasekhar is an MBA from Leeds Business School, United Kingdom and is a Ph. D in Organizational Behavior from Andhra University, India.

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Mr. Samiran Das is the Executive Vice President – Global Manufacturing Operations-Formulations TechOps (FTO) and Chemical TechOps (CTO). 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.

Mr. Saumen Chakraborty is the President and Chief Financial Officer and Global Head of Information Technology and Business Process Excellence of our company.Officer. In this role, he is responsible for managing our global finance functions including, among others, Accounts and Controlling, Taxation, Compliance, Secretarial, Investor Relations and Treasury. In addition, Mr. Chakraborty is also responsible for our Information Technology (“IT”) and Business Process Excellence (“BPE”) functions. As the Chief Financial Officer, Mr. Chakraborty was recognized as the Best CFO for Healthy Balance Sheet management India’s Best CFO with Exemplary at BW Businessworld-YES Bank Best CFO Awards 2015-16, CFO of the year by International Market Assessment (“IMA”), All Round Performance in the 5th Annual Business Today in 2014 – Yes Bank Best CFO Awards event. 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. In 2010 he was appointed as President and Global Head of Quality, Human Resources and Information Technology and focused on the integration of people practices, processes and information across the organization. He has 3134 years of experience in strategic and operational aspects of management. Prior to joining us, he held various line management, human resources and other positions, including Senior Manager (Finance and Accounts) in the Eicher Group and Vice President (Operations) in Tecumseh Products Company. Saumen is also a member of the National Leadership Committee of CII. He is on the Board of ABP Private Limited and has been on the Board of the AHRD and various joint ventures/subsidiaries of our Company. He graduated with honors as the valedictorian of his class from Visva-Bharati University in Physics and went on to pursue managementholds degree in Management from the Indian Institute of Management, Ahmedabad, Gujarat, India.

Mr. Umang VohraGanadhish Kamat is the Executive Vice President and headGlobal Head of Quality. He has joined us in April 2016 and in this role he is responsible for Global Quality. He holds a Master of Pharmacy degree from Mumbai University and a Diploma in Business Management from Goa University. He has close to 33 years of rich experience in the pharmaceutical industry. During his long career, Mr. Kamat has worked in leadership roles in different organizations such as Sandoz, Intas Pharma and Ranbaxy. Prior to joining us, Mr. Kamat was with Lupin as Executive Vice President – Corporate Quality. He is a member of the International Society for Pharmaceutical Engineering (ISPE), the expert committee of Indian Pharmacopoeia, and the Quality Forum of the Indian Pharmaceutical Association (IPA).

Mr. Anil Namboodiripadis the Senior Vice President and Head-Proprietary Products. He joined us in 2007 and in this role he is responsible for our Proprietary Products business. He has been one of the main architects of our North America GenericsProprietary Products business since July 2008, when systematic efforts towards differentiated formulations were first undertaken. In earlier roles, he was responsible for leading external research and development and strategic marketing which included establishing research collaborations and “mini incubators” with various external industry partners and academic bodies. Over the years, his role has grown considerably with the inclusion of Proprietary Products drug development, regulatory affairs and the dermatology commercial effort under his leadership. Prior to joining us, he spent a number of years at Abbott Laboratories’s subsidiary AbbVie and at Bristol-Myers Squibb in various roles of increasing responsibility including strategic planning, corporate development and global commercial operations.  He started his career as a management consultant with Booz & Co. in New York (formerly Booz Allen Hamilton), where he served clients on several high level business critical issues within financial services and healthcare. He holds a Ph.D. in Physiology and Molecular Biophysics from the University of Texas.

Ms. Archana Bhaskar is the Executive Vice President and Chief Human Resources Officer (“CHRO”). She joined us in June 2017. She graduated from Lady Shiram College, Delhi University, majoring in Psychology and Mathematics and holds a degree in Management from the Indian Institute of Management, Bengaluru. She has over 2026 years of experience across various functions within finance, strategic planningindustries, geographies and corporate development. Hecompanies. She was last employed with Royal Dutch Shell, Singapore where she headed Human Resources for the Global Commercial businesses.

Mr. Sanjay Sharma is currently responsible for our North America Generics business. Prior to this, he was our Chief Financial Officer from January 2009 to December 2012, managing our organization’s global finance function.the Executive Vice President and Head of Global Manufacturing Operations. He joined us in 2002, and has been partAugust 2017. He graduated from the Indian Institute of several of our key initiatives, including acquisitions, research and development, de-risking and partnering transactions, operational improvements and migration to IFRS in our accounting, governance and finance processes. He was awarded the “Best CFO of India Award” by the Stars of the Industry Group and Asian Confederation of Businesses in June 2012. He was also recognized as the “Best CFO nominated by Sell Side analyst” at the 2012 All-Asia Executive Team survey done by the Institutional Investor magazine. Prior to joining us, Mr. Vohra workedTechnology (IIT) Delhi with Eicher and PepsiCo India. Mr. Vohra has a bachelor’s degree in computer engineering and he holds an MBA withChemical Engineering, completed a specialization in Financeone year Business Leader’s program from TA Paithe Indian Institute of Management (“TAPMI”), India.(IIM) Calcutta and a General Management program from IIM Ahmedabad. He has over 26 years of experience across various industries like Coca Cola and United Breweries. He joined us from Coca Cola where he led their Integrated Supply Chain Operations for India and South Asia. His experience includes running one of the largest sales profit centers for Coca Cola and heading National Technical Operations for United Breweries in South Africa.

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6.B.Compensation

Directors’ compensation

Full-Time Directors: The compensation of our Chairman of the Board (who formerly held the titles of Vice Chairman and Managing Director) and our Co-Chairman, Managing Director and Chief Executive Officer (who formerly held the titles of Chairman and Chief Executive 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 plans. The Nomination, 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 along with the proposal for their appointment or re-appointment.

Our Chairman of the Board and our Co-Chairman, Managing Director 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, 2013) for the fiscal year. The Nomination, Governance and Compensation Committee, which is entirely composed of independent directors, recommends the commission for our Chairman of the Board and our Co-Chairman, Managing Director and Chief Executive Officer within the limits of 0.75% and 0.75%, respectively, of our net profits (as defined under the Indian Companies Act, 2013) for each fiscal year.

Non-Full Time Directors:In the year ended March 31, 2015,2018, none of our non-full time directors were paid any sum as attendance fees. Non-full time directors are eligible to receive a commission on our net profit (as defined under the Indian Companies Act) for each fiscal year. Our shareholders have approved a maximum commission of up to 0.5%1% of the net profits (as defined under the Indian Companies Act)Act, 2013) 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 not granted stock options under the Dr. Reddy’s Employees Stock Option Scheme, 2002 or Dr. Reddy’s Employees ADR Stock Option Scheme, 2007 in the year ended March 31, 2015.2018.

For the year ended March 31, 2015,2018, the directors were entitled to the following amounts as compensation:

 

  (Amounts Rs. in millions) 
Name of Directors Commission  Salary  Perquisites  Total 
Mr. K. Satish Reddy Rs.42.00  Rs.12.17  Rs.3.30  Rs.57.47 
Mr. G.V. Prasad  50.00   18.52   8.96   77.48 
Dr. Omkar Goswami  6.97   -   -   6.97 
Mr. Anupam Puri  8.89   -   -   8.89 
Ms. Kalpana Morparia  7.29   -   -   7.29 
Dr. Bruce L.A. Carter  7.68   -   -   7.68 
Dr. Ashok S. Ganguly*  2.99   -   -   2.99 
Mr. Sridar Iyengar  8.01   -   -   8.01 
Mr. Bharat N. Doshi  8.60   -   -   8.60 
Mr. Hans Peter Hasler  6.93   -   -   6.93 
Mr. Prasad R. Menon**  3.32   -   -   3.32 

 

   (Amounts Rs. in millions) 

Name of Directors

  Commission   Salary   Perquisites   Total 

Mr. Satish Reddy

   85.0     6.3     5.3     96.6  

Mr. G.V. Prasad

   120.0     6.3     3.0     129.3  

Mr. Anupam Puri

   10.9         10.9  

Dr. J.P. Moreau

   9.7         9.7  

Ms. Kalpana Morparia

   10.3         10.3  

Dr. Omkar Goswami

   9.4         9.4  

Mr. Ravi Bhoothalingam

   10.0         10.0  

Dr. Bruce L.A. Carter

   10.0         10.0  

Dr. Ashok S. Ganguly

   9.4         9.4  

Mr. Sridar Iyengar

   10.4         10.4  

* Compensation for part of the year, term ended on July 28, 2017.

** Compensation for part of the year, appointed effective as of October 30, 2017.

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 Nomination, 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 the individual based on the performance of such individual, their business unit/function and our company as a whole, 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 including directors and employees and directors of our subsidiaries. The stock option schemes are not applicable to promoter directors, promoter employees, non-full time directors (independent directors) and persons holding 2% or more of our outstanding share capital. The Nomination, 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 or payable to other executive officers for services rendered to us for the year ended March 31, 20152018 and stock options issued to all of our other executive officers during the year ended March 31, 2015:

2018:

Compensation for Executive Officers

 

Name

  Compensation(1)(3)
(Rs. in millions)
  No. of
Options(2)

Abhijit Mukherjee

    41.9     5,000 

Alok Sonig

    22.1     3,200 

Dr. Cartikeya Reddy

    21.8     3,500 

Saumen Chakraborty

    26.1     3,500 

Umang Vohra

    36.5     3,500 

Dr. Raghav Chari

    38.8     3,500 

M.V. Ramana

    23.2     3,500 

Samiran Das

    20.3     3,000 

Dr. Amit Biswas

    18.0     2,800 

Dr. K.V.S. Ram Rao

    14.6     2,500 

Dr. S. Chandrasekhar

    19.7     2,500 

Dr. R. Ananthanarayanan (until November 30, 2014)

    12.3     2,800 
Name Compensation(1) (2) (3)
(Rs. in millions)
  No. of
Options(4)
 
Mr. Abhijit Mukherjee  74.2   6,000 
Mr. Alok Sonig  45.8   4,500 
Dr. Cartikeya Reddy  32.6   4,200 
Mr. Saumen Chakraborty  55.0   6,000 
Mr. M.V. Ramana  40.6   5,000 
Mr. Samiran Das (until January 31, 2018)  18.0   2,500 
Dr. Amit Biswas  30.4   3,600 
Dr. K.V.S. Ram Rao  27.2   3,200 
Dr. S. Chandrasekhar  (until July 31, 2017)  7.6   2,000 
Ms. Archana Bhaskar (effective as of June 15, 2017)  26.8   6,400 
Mr. Ganadhish Kamat  30.8   3,500 
Mr. J. Ramachandran (until October 31, 2017)  11.0   1,500 
Mr. Anil Namboodiripad  33.2   4,000 
Mr. Sanjay Sharma (effective as of August 1, 2017)  20.2    

 

(1)

These compensation amounts do not include share based payment expense arising from stock options. However, the number of options granted during the year are mentioned separately in the above table.

(2)These compensation amounts include variable pay accrued for the year. The actuals could differ based on the completion of performance evaluation and differences are adjusted at the time of payouts.

(3)These compensation amounts include superannuation benefits and provident fund benefits. The executive officers are also covered under our Gratuity and Compensated Absences Plans along with the other employees. Proportionate amounts of the cost for gratuity and compensated absences accrued under the plans have not been separately computed or included in the above disclosure, as the amount payable to the officer is inherently variable and our annual contributions to funds established to furnish such payments are lump sums based on actuarial projections for the fund as a whole. Refer to Note 18 of our consolidated financial statements for further details on the foregoing benefits.

(4)The options vest 25% each year on various dates beginning in the year ended March 31, 20162019 and ending in the year ended March 31, 20192022 subject to the employee being in continued service on the date of vesting. The options expire after five years from the date of vesting. Each of the options has an exercise price of Rs.5 and results in the issuance of one equity share upon its exercise.

(3)

These compensation amounts do not include an amount of Rs.67 million accrued towards a long term incentive plan for the services rendered by our executive officers for the year ended March 31, 2015. Refer to Note 18 to our consolidated financial statements for further details.

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 plan (the “Gratuity Plan”) covering certain categories of employees of the parent company. 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 primarily invested in Indian Government bonds and corporate debt securities. A small portion of the fund is also invested in equity securities of Indian companies.

The net periodic gratuity benefit cost recognized by us towards the aforesaid Gratuity Plan was Rs.155 million and Rs.135 million for the years ended March 31, 2015 and 2014, respectively.

Superannuation benefits.Our senior officers 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.68 million and Rs.63 million to the superannuation plan during the years ended March 31, 2015 and 2014, respectively.

Provident fund benefits.In India, certain 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.492 million and Rs.411 million to the provident fund plan during the years ended March 31, 2015 and 2014, respectively.

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.195 million and Rs.162 million to this 401(k) retirement savings plan for the years ended March 31, 2015 and 2014, 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.151 million and Rs.151 million to the U.K. National Insurance scheme during the years ended March 31, 2015 and 2014, respectively.

Pension. All employees of Industrias Quimicas Falcon 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. 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.

The net periodic cost recognized under the Falcon pension plan was Rs.22 million and Rs.29 million during the years ended March 31, 2015 and 2014, respectively.

Compensated leave of absence. Our current policies permit certain categories of employees to accumulate and carry forward a portion of their unutilized compensated absences and utilize them in future periods or receive cash in lieu thereof in accordance with the terms of such policies. We measure the expected cost of accumulating compensated absences as the additional amount that we expect to pay as a result of the unused entitlement that has accumulated at the statement 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. Towards this benefit, we recorded a total liability of Rs.616 million and Rs.463 million as at March 31, 2015 and 2014, respectively.

Long term incentive plan. Certain senior management employees of our company participate in a long term incentive plan which is aimed at rewarding the individual based on the performance of such individual, their business unit/function and our company as a whole, with significantly higher rewards for superior performances. The total liability recorded by us towards this benefit was Rs.323 million as of March 31, 2015.

6.C.Board practices

Our Articles of Association require us to have a minimum of three and a maximum of twentyfifteen directors. As of March 31, 2015,2018, we had ten directors on our Board, of which eight were non-full time independent directors.

The Companies Act, 2013 and our Articles of Association require that at least two-thirds of our directors be subject to re-election by our shareholders in rotation and that, at every annual general meeting, one-third of the directors who are subject to re-election must retire from the Board. However, if eligible for re-election, they may be re-elected by our shareholders at the annual general meeting.

Due to India’s adoption of the Companies Act, 2013, effective as of April 1, 2014, non-full time independent directors are no longer required to retire from the Board by rotation. As a result, at annual general meetings held after April 1, 2014, our non-full time independent directors will beare excluded from the calculation of the two-thirds directors who are subject to re-election by our shareholders in rotation.

The Ministry of Corporate Affairs, Government of India, by a circular dated June 9, 2014, stated that all non-full time independent directors (including existing non-full time independent directors) are required to be appointed expressly under the provisions of the Companies Act, 2013 before March 31, 2015. Accordingly, all of our then non-full time independent full time directors were re-appointed by our shareholders at the July, 2014 annual general meeting.

99

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
 Period of
Service

Mr. G.V. Prasad(1)

 January 29, 20162021 5 years 2932 years

Mr. K. Satish Reddy(1)

 September 30, 20172022 5 years 2225 years

Mr. Anupam Puri(2) (3)

 July 31, 2018 4 years 1316 years

Dr. J. P. Moreau(2) (3)

July 31, 20151 year8 years

Ms. Kalpana Morparia(2) (3)

 July 31, 2019 5 years 811 years

Dr. Omkar Goswami(2) (3)

 July 31, 2019 5 years 14.517.5 years

Mr. Ravi Bhoothalingam(2) (3)

July 31, 20162 years14.5 years

Dr. Bruce L.A. Carter(2) (3)

July 31, 20195 years10 years
Mr. Sridar Iyengar(2) (3) July 31, 2019 5 years 7 years

Dr. Ashok S. GangulyMr. Bharat N. Doshi(2) (3)

 July 31, 20173 years5.5 years

Mr. Sridar Iyengar(2) (3)

July 31, 2019May 10, 2021 5 years 42 years
Mr. Hans Peter Hasler(2) (4)June 14, 20185 years2 years
Mr. Prasad R. Menon(2)October 29, 20225 years0.5 year

(1)

(1)

Full time director.

(2)

(2)

Non-full time independent director.

(3)

All of the(3)

These non-full time independent directors were appointed at our annual general meeting on July 31, 2014, under the provisions of the Companies Act, 2013 for a term stated in the above table. This appointment of our non-full time independent directors was to comply with the circular dated June 9, 2014 issued by the Ministry of Corporate Affairs, Government of India requiring us to appoint all of our non-full time independent directors specifically under the provisions of the Companies Act, 2013.

(4)Resigned effective as of June 14, 2018.

As a result of the above, a proposal to vary the terms of appointment so that only our full time directors are subject to retirement by rotation was placed beforeapproved by our shareholders at the July 2014 annual general meeting. Accordingly, our full time directors are now subject to retirement by rotation. The directors are not eligible for any termination benefit on the termination of their tenure with us. As a result of the above, Mr. G.V. PrasadK. Satish Reddy shall retire by rotation and the proposal to reappoint him is being placed before our shareholders at theour July 20152018 annual general meeting.

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 eightseven Board-level Committees as of March 31, 2015:2018:

 

Audit Committee.

·Audit Committee.

 

Nomination, Governance and Compensation Committee.

·Nomination, Governance and Compensation Committee.

 

Science, Technology and Operations Committee.

·Science, Technology and Operations Committee.

 

Risk Management Committee.

·Risk Management Committee.

 

Stakeholders’ Relationship Committee (formerly Shareholders’ Grievance Committee).

·Stakeholders’ Relationship Committee.

 

Management Committee.

·Banking and Authorization Committee (formerly known as the Management Committee).

 

Investment Committee.

·Corporate Social Responsibility Committee.

 

Corporate Social Responsibility Committee.

We have adopted charters for our Audit Committee, Nomination, Governance and Compensation Committee, Science, Technology and Operations Committee, Risk Management Committee, Shareholders’ GrievanceStakeholders’ Relationship Committee and Corporate Social Responsibility Committee, formalizing the applicable committee’s procedures and duties. Each of these charters is available on our website athttp://www.drreddys.com/aboutus/committees-of-the-board.htmlinvestors/governance/committees-of-the-board/.

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.

100

The Audit Committee consists of the following fourthree non-full time, independent directors:directors as of March 31, 2018:

 

Mr. Sridar Iyengar (Chairman);

·Mr. Sridar Iyengar (Chairman);

 

Dr. Omkar Goswami;

·Dr. Omkar Goswami; and

 

Ms. Kalpana Morparia; and

·Mr. Bharat Narotam Doshi.

 

Mr. Ravi Bhoothalingam.

Our Company Secretary is the Secretary of the Audit Committee. This Committee met fivesix times during the year ended March 31, 2015.2018. 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 our financial reporting process;

 

Review our financial results, along with the related public filings, before recommending them to the Board;

·Review our quarterly and annual financial results, along with related public disclosures and filings, before providing them to the Board;

 

Review the adequacy of our internal controls, including the plan, scope and performance of our internal audit function;

·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;

·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;

·Hold discussions with external auditors on the nature, scope and process of audits and any views that they have about our financial control and reporting processes;

 

Ensure compliance with accounting standards, and with listing requirements with respect to the financial statements;

·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;

·Recommend the appointment and removal of external auditors and their remuneration;

 

Recommend the appointment of cost auditors;

·Recommend the appointment of cost auditors;

 

Review the independence of our independent registered public accounting firm;

·Review the independence of auditors;

 

Ensure that adequate safeguards have been taken for legal compliance both for us and for our Indian and foreign subsidiaries;

·Ensure that adequate safeguards have been taken for legal compliance both for us and for our subsidiaries;

 

Review the financial statements of subsidiary companies, especially, investments made by them;

·Review the financial statements of our subsidiary companies, in particular investments made by them;

 

Review and approve any related party transactions;

·Review and approve related party transactions;

 

Review the functioning of our whistle blower policies and procedures;

·Review the functioning of whistle blower mechanism;

 

Scrutiny of inter-corporate loans and investments;

·Review the implementation of applicable provisions of the Sarbanes-Oxley Act, 2002;

 

Value our undertakings or assets, wherever necessary;

·Scrutinize our inter-company loans and investments;

 

Evaluate our internal financial controls and risk management systems;

·Value our undertakings and assets, wherever it is necessary;

 

Review the findings of any investigations related to suspected fraud; and

·Evaluate internal financial controls; and

 

·Review any findings of investigations related to suspected fraud committed against us.

Implement compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002.

Nomination, Governance and Compensation Committee.

The primary functions of the Nomination, Governance and Compensation Committee are to:

 

·Examine the structure, composition and functioning of the Board, and recommend changes, as necessary, to improve the Board’s effectiveness;

·Formulate policies on remuneration of Directors, key managerial personnel and other employees, and on Board diversity;

·Formulate criteria for evaluation of Independent Directors and the Board;

·Assess our policies and processes in key areas of corporate governance, other than those explicitly assigned to other Board Committees, with a view to ensuring that we are at the forefront of good governance practices; 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 reviews the framework and processes for motivating and rewarding performance at all levels of the organization, reviews the resulting compensation awards, and makes appropriate proposals for Board approval. In particular, it recommends all forms of compensation to be granted to our Directors, executive officers and key managerial personnel.

101

 

Formulate policies on compensation of our Directors, key managerial personnel and other employees and on Board diversity;

Formulate criteria for evaluation of our non-full time independent directors and the Board;

Assess our policies and processes in key areas of corporate governance, other than those explicitly assigned to other Board Committees, with a view to ensuring that we are at the forefront 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 reviews the 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:directors as of March 31, 2018:

 

Dr. Ashok S. Ganguly (Chairman effective August 1, 2014);

·Mr. Anupam Puri (Chairman);

 

Mr. Anupam Puri (Chairman until July 31, 2014);

·Mr. Prasad R. Menon; and

 

Ms. Kalpana Morparia; and

·Mr. Bharat Narotam Doshi.

 

Mr. Ravi Bhoothalingam.

The Corporate Officercorporate officer heading our Human Resources function serves as the Secretary of the Committee. The Nomination, Governance and Compensation Committee met threefour times during the year ended March 31, 2015.

2018.

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;

·Advise our Board and 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 technology 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 our Board and management in staying abreast of novel scientific and technologies developments and innovations, anticipating emerging concepts and trends in therapeutic research and development, and making well-informed choices in committing our resources;

 

Assist the Board and our management in creation of valuable intellectual property;

·Assist our Board and management in creating valuable intellectual property;

 

Review the status of non-infringement patent challenges; and

·Review the status of non-infringement patent challenges; and

 

·Assist our Board and management in building and nurturing science in our organization in line with our business strategy.

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:directors as of March 31, 2018:

 

Dr. Bruce L.A. Carter (Chairman effective August 1, 2014);

·Dr. Bruce L.A. Carter (Chairman);

 

Mr. Anupam Puri;

·Mr. Anupam Puri;

 

Dr. Ashok S. Ganguly (Chairman until July 31, 2014); and

·Ms. Kalpana Morparia;

 

·Mr. Prasad R. Menon; and

Dr. J.P. Moreau.

·Mr. Hans Peter Hasler.

The Corporate Officerscorporate 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, 2015.2018.

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;

 

Discuss with senior management our Enterprise Risk Management and provide oversight as may be needed; and

·Ensure that it is apprised of our more significant risks including certain country risks and cyber security risks, along with the risk mitigation steps implemented to ensure effective enterprise risk management; and

 

·Review risk disclosure statements in any public documents or disclosures, where applicable.

Review risk disclosure statements in any public documents or disclosures.

The Risk Management Committee consists of the following non-full time, independent directors:directors as of March 31, 2018:

 

Dr. Omkar Goswami (Chairman effective August 1, 2014);

·Dr. Omkar Goswami (Chairman);

 

Dr. J.P. Moreau;

·Dr. Bruce L.A. Carter;

 

Dr. Bruce L.A. Carter (Chairman until July 31, 2014); and

·Mr. Sridar Iyengar; and

 

·Mr. Hans Peter Hasler.

Mr. Sridar Iyengar.

Our Chief Financial Officer is the Secretary of the Risk Management Committee. This Committee met three times during the year ended March 31, 2015.2018.

102

Corporate Social Responsibility (“CSR”) Committee.

The primary function of the Corporate Social Responsibility Committee is to:

 

Formulate, review and recommend to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by us as specified in Schedule VII of the Companies Act, 2013;

·Formulate, review and recommend to the Board a corporate social responsibility policy indicating the activities to be undertaken by us as specified in Schedule VII of the Companies Act, 2013.

 

Recommend the amount of expenditure to be incurred on the activities referred to in clause (a) of Section 135(3) of the Companies Act, 2013;

·Recommend the amount of expenditures to be incurred in connection with our corporate social responsibility initiatives;

 

Provide guidance on various Corporate Social Responsibility activities undertaken by us and monitoring their progress; and

·Provide guidance on our corporate social responsibility initiatives and monitor their progress; and

 

·Monitor implementation and adherence to our corporate social responsibility policy from time to time.

Monitor the adherence to our Corporate Social Responsibility Policy from time to time.

The Corporate Social Responsibility Committee consists of the following directors:directors as of March 31, 2018:

 

Mr. Ravi Bhoothalingam (Chairman);

·Mr. Bharat Narotam Doshi (Chairman);

 

Mr. G.V. Prasad; and

·Mr. G.V. Prasad; and

 

·Mr. K. Satish Reddy.

Mr. Satish Reddy.

Our Chief of Sustainability iscorporate officer heading our Corporate Social Responsibility function serves as the Secretary of the Corporate Social Responsibility Committee. This Committee met four times during the year ended March 31, 2015.2018.

Stakeholders Relationship Committee.

Effective May 13, 2014, the name of our “Shareholders Grievance Committee” has been changed to “Stakeholders Relationship Committee” in accordance with the provisions of Section 178 of the Indian Companies Act, 2013. The primary function of the Stakeholders’ Relationship Committee is to:

 

Review investor complaints and their redress;

·Review of investor complaints and how they were redressed;

 

Review queries received from investors;

·Review of queries received from investors;

 

Review work done by our share transfer agent; and

·Review of work done by our share transfer agent; and

 

·Review of corporate actions related to our security holders.

Review corporate actions related to security holders.

The Stakeholders’ Relationship Committee consists of the following directors:directors as of March 31, 2018:

 

Ms. Kalpana Morparia (Chairman effective August 1, 2014)

·Ms. Kalpana Morparia (Chairperson);

 

Mr. Ravi Bhoothalingam (Chairman until July 31, 2014);

·Mr. Bharat Narotam Doshi;

 

Mr. G.V. Prasad; and

·Mr. G.V. Prasad; and

 

·Mr. K. Satish Reddy.

Mr. Satish Reddy.

Our Company Secretary is the Secretary of the Stakeholders’ Relationship Committee. This Committee met four times during the year ended March 31, 2015.2018.

103

6.D.Employees

The following table sets forth the number of our employees as at March 31, 2013, 20142018, 2017 and 2015.2016.

 

    As at March 31, 2018 
  As at March 31, 2015  India  North America  Europe  Rest of World  Total 
  India   North
America
   Europe   Rest of
World
   Total 

Manufacturing(1)

   9,442     420     155     285     10,302  

Sales and marketing(2)

   4,953     137     35     1,375     6,500  

Research and development(3)

   2,202     45     120     46     2,413  

Others(4)

   727     104     94     233     1,158  
  

 

   

 

   

 

   

 

   

 

 
Manufacturing(1)  11,424   293   168   300   12,185 
Sales and marketing(2)  5,972   181   62   1,403   7,618 
Research and development(3)  2,196   37   124   28   2,385 
Others(4)  966   101   53   216   1,336 

Total

 17,324   706   404   1,939   20,373    20,558   612   407   1,947   23,524 
  

 

   

 

   

 

   

 

   

 

 

 

    As at March 31, 2017 
  As at March 31, 2014  India  North America  Europe  Rest of World  Total 
  India   North
America
   Europe   Rest of
World
   Total 

Manufacturing(1)

   8,160     417     169     132     8,878  

Sales and marketing(2)

   4,162     133     83     1,233     5,611  

Research and development(3)

   1,940     28     70     41     2,079  

Others(4)

   1,131     100     113     509     1,853  
  

 

   

 

   

 

   

 

   

 

 
Manufacturing(1)  11,261   293   164   300   12,018 
Sales and marketing(2)  5,778   161   48   1,351   7,338 
Research and development(3)  1,945   60   143   59   2,207 
Others(4)  768   100   51   189   1,108 

Total

 15,393   678   435   1,915   18,421    19,752   614   406   1,899   22,671 
  

 

   

 

   

 

   

 

   

 

 

 

    As at March 31, 2016 
  As at March 31, 2013  India  North America  Europe  Rest of World  Total 
  India   North
America
   Europe   Rest of
World
   Total 

Manufacturing(1)

   7,084     389     179     154     7,806  

Sales and marketing(2)

   3,559     119     85     1,057     4,820  

Research and development(3)

   1,939     21     69     43     2,072  

Others(4)

   1,143     87     139     550     1,919  
  

 

   

 

   

 

   

 

   

 

 
Manufacturing(1)  10,584   352   169   259   11,364 
Sales and marketing(2)  5,625   141   33   1,388   7,187 
Research and development(3)  2,298   49   120   50   2,517 
Others(4)  724   105   65   213   1,107 

Total

 13,725   616   472   1,804   16,617    19,231   647   387   1,910   22,175 
  

 

   

 

   

 

   

 

   

 

 

(1)

Includes quality, technical services and warehouse.

(2)

Includes business development.

(3)

Includes employees engaged in contract research services provided to other companies.

(4)

Includes shared services, corporate business development and the intellectual property management team.

We havedid not experiencedexperience any significant work stoppages in the years ended March 31, 20152018 and 2014,2017, and we consider our relationship with our employees and labor unions to be good. Approximately 5%4% of our employees belong to labor unions.

6.E.Share ownership

The following table sets forth, as of March 31, 20152018 for each of our directors and executive officers, the total number of our equity shares and options owned by them:

 

Name

  No. of
Shares
Held(1), (2)
   % of
Outstanding
Capital
  No. of
Options
Held(5)
   Vesting
and
Expiration
Date

(See note
no.)
 

G.V. Prasad(3)

   1,365,840     0.80  —       —    

Satish Reddy(3)

   1,205,832     0.71  —       —    

Anupam Puri (ADRs)

   21,300     0.01  —       —    

Dr. J.P.Moreau

   —       —      —       —    

Dr. Omkar Goswami

   22,800     0.01  —       —    

Kalpana Morparia

   10,800     0.01  —       —    

Ravi Bhoothalingam

   22,800     0.01  —       —    

Dr. Bruce L.A. Carter (ADRs)

   11,800     0.01  —       —    

Dr. Ashok S. Ganguly

   4,800     0.00  —       —    

Sridar Iyengar

   —       —      —       —    

Abhijit Mukherjee

   22,111     0.01  15,000     (4

Dr. Cartikeya Reddy

   —       —      9,125     (4

Saumen Chakraborty

   27,000     0.02  10,125     (4

Umang Vohra

   15,065     0.01  10,125     (4

Dr. Raghav Chari (ADRs)

   4,275     0.00  9,125     (4

M.V. Ramana

   13,846     0.01  9,150     (4

Samiran Das

   1,825     0.00  7,475     (4

Dr. Amit Biswas

   2,825     0.00  7,275     (4

Alok Sonig

   1,050     0.00  6,350     (4

Dr. K. V. S. Ram Rao

   8,650     0.01  5,100     (4

Dr. S. Chandrasekhar

   —       —      2,500     (4
Name No. of Shares
Held(1) (2)
  % of
Outstanding
Capital
  No. of
Options
Held(5)
  Vesting and
Expiration Date
(See note no.)
 
Mr. G.V. Prasad(3)  1,179,140   0.71%      
Mr. K. Satish Reddy(3)  1,019,332   0.61%      
Dr. Omkar Goswami(3)  22,800   0.01%      
Mr. Anupam Puri (ADRs)(3)  13,500   0.01%      
Ms. Kalpana Morparia(3)  10,800   0.01%      
Dr. Bruce L.A. Carter (ADRs)(3)  7,800   0.00%      
Mr. Prasad R. Menon(3)            
Mr. Sridar Iyengar(3)            
Mr. Bharat N. Doshi(3)  1,000   0.00%      
Mr. Hans Peter Hasler(3)            
Mr. Abhijit Mukherjee  32,986   0.02%  13,625   (4)
Dr. Cartikeya Reddy        9,100   (4)
Mr. Saumen Chakraborty  38,750   0.02%  11,375   (4)
Mr. M.V. Ramana  20,561   0.01%  10,195   (4)
Dr. Amit Biswas  8,074   0.00%  7,800   (4)
Mr. Alok Sonig  9,040(6)  0.00%  9,620(7)  (4)
Dr. K.V.S. Ram Rao  8,000   0.00%  8,150   (4)
Mr. Ganadhish Kamat  774   0.00%  5,822   (4)
Dr. Anil Namboodiripad (ADRs)  7,896   0.00%  5,782   (4)
Ms. Archana Bhaskar         6,400   (4)
Mr. Sanjay Sharma            

 

104

(1)

Shares held in their individual name only.

(2)

All shares have voting rights.

(3)

Not eligible for grant of stock options.

(4)

The options vest on various dates between the year ending March 31, 20162018 and the year ending March 31, 2019.

2022.
(5)

The options expire after five years from the date of vesting. Each of the options has an exercise price of Rs.5 and results in the issuance of one equity share upon its exercise.

(6)Includes 940 ADRs.
(7)Includes 7,320 ADRs.

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. During the year ended March 31, 2015,2018, options to purchase ordinary shares and ADSs were awarded to various of our executive officers and other employees under these two plans as follows: an aggregate of 276,636221,416 options were granted having an average exercise price of Rs.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 provided for time-based vesting in 25% increments over four years. As of March 31, 2015,2018, options were outstanding under these two plans for an aggregate of 683,804427,852 shares and ADSs with an average exercise price of Rs.5 per share.

For the years ended March 31, 20152018 and 2014, Rs.4982017, Rs.454 million and Rs.436Rs.398 million, respectively, have been recorded as employee share-based payment expense under all of our employee stock incentive plans. As of March 31, 2015,2018, there was Rs.558Rs.274 million of total unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of 3.601.98 years. For further information regarding our options and stock option incentive plans, see Note 19 to our consolidated financial statements.

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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, 2015,2018, a total of 25.48%26.76% of our equity shares were held by the following parties:

 

Mr. G.V. Prasad (Co-Chairman, Managing Director and Chief Executive Officer);

·Mr. G.V. Prasad (Co-Chairman, Managing Director and Chief Executive Officer);

 

Mr. Satish Reddy (Chairman of the Board);

·Mr. K. Satish Reddy (Chairman of the Board);

 

Mrs. K. Samrajyam, mother of Mr. Satish Reddy, and Mrs. G. Anuradha, wife of Mr. G.V. Prasad (hereafter collectively referred as the “Family Members”); and

·Mrs. K. Samrajyam, mother of Mr. K. Satish 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 the APS Trust owns 83.11% of the equity and the remainder is held by Mr. G.V. Prasad HUF, Mr. K. Satish Reddy individually and as HUF and the Family Members. Mr. G.V. Prasad, Mr. K. Satish Reddy, Mrs. G. Anuradha, Mrs. Deepti Reddy and their bloodline descendents are the beneficiaries of the APS Trust. Mr. G.V. Prasad, Mr. K. Satish Reddy, Mrs. G. Anuradha and Mrs. Deepti Reddy are the sole members of the Board of Directors of Dr. Reddy’s Holdings Limited. Mr. G.V. Prasad and Mr. K. Satish Reddy are the sole trustees of the APS trust.

Dr. Reddy’s Holdings Limited (formerly known as Dr. Reddy’s Holdings Private Limited), a company in which the APS Trust owns 83.11% of the equity and the remainder is held by Mr. G.V. Prasad HUF, Mr. Satish Reddy individually and as HUF and the Family Members. Mr. G.V. Prasad, Mr. Satish Reddy, Mrs. G. Anuradha, Mrs. Deepti Reddy and their bloodline descendents are the beneficiaries of the APS Trust. Mr. G.V. Prasad, Mr. Satish Reddy, Mrs. G. Anuradha and Mrs. Deepti Reddy are the sole members of the Board of Directors of Dr. Reddy’s Holdings Limited. Mr. G.V. Prasad and Mr. Satish Reddy are the sole trustees of the APS trust.

The following table sets forth information regarding the beneficial ownership of our shares by the foregoing persons as of March 31, 2015:2018:

 

  Equity Shares Beneficially
Owned(1)
  Equity Shares Beneficially Owned(1) 

Name

  Number
of Shares
   Percentage
of Shares
  Number of Shares  Percentage of
Shares
 

Dr. Reddy’s Holdings Limited

   39,729,284     23.32

Mr. G.V. Prasad

   1,365,840     0.80

Mr. Satish Reddy

   1,205,832     0.71
Dr. Reddy’s Holdings Limited(2)  41,083,500   24.76%
Mr. G.V. Prasad(2)  1,179,140   0.71%
Mr. K. Satish Reddy(2)  1,019,332   0.61%

Family Members

   1,116,856     0.65  1,116,856   0.68%
  

 

   

 

 

Subtotal

 43,417,812   25.48  44,398,828   26.76%

Others/public float

 126,963,362   74.52  121,512,079   73.24%
  

 

   

 

 

Total number of shares outstanding

 170,381,174   100.00  165,910,907   100.00%
  

 

   

 

 

 

(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 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)The APS Trust owns approximately 83.11% of the equity of Dr. Reddy’s Holdings Limited, and thus may be deemed to beneficially own all of the equity shares directly held by Dr. Reddy’s Holdings Limited. Mr. G.V. Prasad and Mr. K. Satish Reddy are the sole trustees of the APS Trust. Accordingly, each of Mr. G.V. Prasad and Mr. K. Satish Reddy may be deemed to beneficially own all of the equity shares directly held by Dr. Reddy’s Holdings Limited. Each of Mr. G.V. Prasad and Mr. K. Satish Reddy disclaims such beneficial ownership pursuant to Rule 13d-4.

In addition, the Deed of Family Settlement of the APS Trust provides for the parties thereto to exercise all rights, including voting rights, with respect to their personally held equity shares in accordance with the directions of the board of trustees of the APS Trust. As a result, each of Mr. K. Satish Reddy and Mr. G.V. Prasad may be deemed to beneficially own all of the equity shares directly held by each other or by any of the other parties to such Deed of Family Settlement. Based on the Amendment No. 3 to Schedule 13D filed with the U.S. Securities and Exchange Commission on October 18, 2017, such equity shares held by other parties to the Deed of Family Settlement consisted of, in each case as of October 4, 2017, an aggregate of 1,115,360 equity shares directly held by Mrs. K. Samrajyam (mother of Mr. K. Satish Reddy) and 1,496 equity shares directly held by Mrs. G. Anuradha (wife of Mr. G.V. Prasad). Each of Mr. G.V. Prasad and Mr. K. Satish Reddy disclaims all such beneficial ownership pursuant to Rule 13d-4.

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.

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The following shareholders held more than 5% of our equity shares as of:

 

   March 31, 2015  March 31, 2014  March 31, 2013 

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     23.32  39,729,284     23.35  39,729,284     23.39

First State Investments Management (UK) Limited, First State Investments International Limited and their associates*

   14,389,390     8.45  14,056,799     8.26  9,667,791     5.69
  March 31, 2018  March 31, 2017  March 31, 2016 
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(1)  41,083,500   24.76%  40,627,000   24.51%  39,961,234   23.42%

First State Investments Management (UK) Limited, Commonwealth Bank of Australia and their associates(2)

  10,726,942   6.47%  14,907,551   8.99%  15,181,101   8.90%
Oppenheimer Funds Distributor, Inc. and its associates  5,367,780   3.24%  5,372,121   3.24%  8,731,914   5.12%

(1)Each of the APS Trust, Mr. G.V. Prasad and Mr. K. Satish Reddy may be deemed to beneficially own all of the equity shares directly held by Dr. Reddy’s Holdings Limited, as described in footnote (2) to the table on the preceding page.

 

*

Based on information provided to us by First State Investments Management (UK) Limited, as of March 31, 2015, they held an additional 2.43% of the aggregate shares of our Company in the form of ADSs in(2)

In addition to the equity shares listed above.

disclosed in the above table, First State Investments held an additional 1,745,380 ADSs of our company as of March 31, 2018, bringing their total percentage of equity shares held to 7.52%.

As of March 31, 2015,2018, we had 170,381,174165,910,907 outstanding equity shares. As of March 31, 2015,2018, there were 74,648138,001 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.5 par value per share. As of March 31, 2015, 16.89%2018, 13.31% of our issued and outstanding equity shares were held by ADS holders. On March 31, 20152018 we had approximately 6560 registered shareholders and 12,41516,053 beneficial shareholders of record in the United States.

7.B.Related party transactions

Refer to Note 2829 of our consolidated financial statements.

7.C.Interests of experts and counsel

Not applicable.

107

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
·Consolidated statement of financial position as of March 31, 2018 and 2017
·Consolidated income statement for the years ended March 31, 2018, 2017 and 2016
·Consolidated statement of comprehensive income for the years ended March 31, 2018, 2017 and 2016
·Consolidated statement of changes in equity for the years ended March 31, 2018, 2017 and 2016
·Consolidated statement of cash flows for the years ended March 31, 2018, 2017 and 2016
·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, 2018, our export revenues (i.e., revenues from all geographies other than India) were Rs.118,702 million, and accounted for 84% of our total revenues.

Legal Proceedings

Refer to Note 39 of our consolidated financial statements.

Dividend Policy

In the years ended March 31, 2016, 2017 and 2018, we paid cash dividends of Rs.20 per equity share per year. 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 22, 2018, the Board of Directors proposed a dividend per share of Rs.20 and aggregating to Rs.3,318 million plus an additional amount of Rs.682 million, which is intended to equal the applicable dividend tax, all of which 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.

8.B.Significant changes

Refer to note 42 to our consolidated financial statements.

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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 BSE Limited (formerly known as the Bombay Stock Exchange Limited) (“BSE”) and National Stock Exchange of India Limited (“NSE”), and for our ADSs on the New York Stock Exchange (“NYSE”).

  BSE  NSE  NYSE 
Year Price Per Equity Share(1)  Price Per Equity Share(1)  Price Per ADS(1) 
Ended March 31, High (Rs.)  Low (Rs.)  High (Rs.)  Low (Rs.)  High (U.S.$)  Low (U.S.$) 
2014  2,939.80   1,766.30   2,939.40   1,768.25   47.93   31.32 
2015  3,662.00   2,250.00   3,666.25   2,246.50   59.02   38.23 
2016  4,382.95   2,750.00   4,386.60   2,750.05   68.00   40.68 
2017  3,689.00   2,560.00   3,689.85   2,555.20   54.73   39.04 
2018  2,788.00   1,901.65   2,787.00   1,901.15   42.97   29.83 

  BSE  NSE  NYSE 
  Price Per Equity Share(1)  Price Per Equity Share(1)  Price Per ADS(1) 
Quarter Ended High (Rs.)  Low (Rs.)  High (Rs.)  Low (Rs.)  High (U.S.$)  Low (U.S.$) 
June 30, 2016  3,396.70   2,825.00   3,393.10   2,822.00   51.30   41.60 
September 30, 2016  3,689.00   2,925.10   3,689.85   2,925.10   54.73   42.52 
December 31, 2016  3,394.95   2,842.00   3,399.90   2,960.05   50.10   44.06 
March 31, 2017  3,203.95   2,560.00   3,203.85   2,555.20   46.95   39.04 
June 30, 2017  2,771.40   2,382.05   2,770.00   2,380.35   42.72   37.03 
September 30, 2017  2,788.00   1,901.65   2,787.00   1,901.15   42.97   29.83 
December 31, 2017  2,504.70   2,175.00   2,504.00   2,171.00   37.79   33.89 
March 31, 2018  2,611.80   1,990.70   2,615.00   2,005.55   39.96   31.92 

  BSE  NSE  NYSE 
  Price Per Equity Share(1)  Price Per Equity Share(1)  Price Per ADS(1) 
Month Ended High (Rs.)  Low (Rs.)  High (Rs.)  Low (Rs.)  High (U.S.$)  Low (U.S.$) 
October 31, 2017  2,504.70   2,317.80   2,504.00   2,315.00   37.40   35.30 
November 30, 2017  2,498.00   2,260.00   2,494.00   2,260.15   37.65   34.76 
December 31, 2017  2,246.00   2,175.00   2,448.40   2,171.00   37.79   33.89 
January 31, 2018  2,611.80   2,205.00   2,615.00   2,203.55   39.96   34.13 
February 28, 2018  2,265.95   1,990.70   2,266.95   2,005.55   34.96   32.04 
March 31, 2018  2,248.00   2,053.20   2,239.90   2,050.30   34.42   31.92 

(1) Source:www.bseindia.com,www.nseindia.com, andwww.nyse.com, respectively.

9.B.Plan of distribution

Not applicable.

9.C.Markets

Markets on Which Our Shares Trade

Our equity shares are traded on the BSE Limited (formerly known as 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.

9.D.Selling shareholders

Not applicable.

9.E.Dilution

Not applicable.

109

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, Hyderabad, Telangana, India, with Company Identification No. L85195AP1984PLC004507. Our company’s registration number changed to L85195TG1984PLC004507 effective as of June 2, 2014.

Our registered office is located at 8-2-337, Road No. 3, Banjara Hills, Hyderabad, Telangana 500 034, India and the telephone number of our registered office is +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 (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 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.

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 July 19, 2010 to provide for the capitalization or utilization of undistributed profit or retained earnings or security premium account or any other reserve or fund of ours with the approval of our shareholders in connection with our bonus debentures.

The Memorandum and Articles of Association were amended by adopting a new set of Articles of Association which replaced and superseded in its entirety the existing Articles of Association of the Company. This was primarily done to align the Articles of Association with the new Companies Act, 2013 and the rules thereunder. This amendment was approved by our shareholders on September 17, 2015. The new Articles of Association were furnished to the SEC on a Form 6-K on September 25, 2015.

110

10.C.Material contracts

Asset purchase agreement with Teva Pharmaceutical Industries Limited

On June 10, 2016, we entered into definitive asset purchase agreements with Teva Pharmaceutical Industries Limited (“Teva”) and an affiliate of Allergan plc (“Allergan”) to acquire eight Abbreviated New Drug Applications (“ANDAs”) in the United States for U.S.$350 million in cash at closing. The acquired products were divested by Teva as a precondition to the closing of its acquisition of Allergan’s generics business. The acquisition of these ANDAs was also contingent on the closing of the Teva/Allergan generics purchase transaction and approval by the U.S. Federal Trade Commission. The acquisition was consummated on August 3, 2016 upon the completion of all closing conditions, and the Company paid U.S.$350 million as the consideration for the acquired ANDAs.

The two asset purchase agreements are attached as Exhibits 2.6 and 2.7, respectively, to our report on Form 20-F for the year ended March 31, 2017. Each such agreement was included to provide you with information regarding its terms. Except for its status as a contractual document that establishes and governs the legal relations among the parties thereto with respect to the asset sale thereunder, we do not intend for its text to be a source of factual, business or operational information about us. Such agreement contains representations, warranties and covenants that are qualified and limited, including by information in the schedules that the parties delivered in connection with the execution of such agreement. Representations and warranties may be used as a tool to allocate risks between the respective parties to such agreement, including where the parties do not have complete knowledge of all facts, instead of establishing such matters as facts. Furthermore, the representations and warranties may be subject to different standards of materiality applicable to the contracting parties, which may differ from what may be viewed as material to stockholders. These representations and warranties may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of our report on Form 20-F for the year ended March 31, 2017 or as of the date of this report on Form 20-F. You should not rely on its representations, warranties or covenants as characterizations of the actual state of facts or condition of us or any of our affiliates.

111

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 from 26% to 49% 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%. However, unlike Foreign Direct Investments in new pharmaceutical projects (sometimes called “greenfield” investments), Foreign Direct Investments in existing Indian pharmaceutical companies (sometimes called “brownfield” investments) are nonetheless subject to approval by the Foreign Investment Promotion Board in excess of 74% (which can incorporate conditions for its approval at the time of grant). Thus, foreign ownership of in excess of 74% of our equity shares would be allowed but would require certain approvals.

The Ministry of Finance abolished the Foreign Investment Promotion Board in May 2017 and the processing of applications for Foreign Direct Investment and approval of the Government thereon under the Policy and FEMA, was transferred to be handled by the concerned Ministries/Departments in consultation with the Department of Industrial Policy Promotion.

Portfolio Investment Scheme

Under Indian law, persons or entities residing outside of India cannot acquire securities of an Indian company listed on a stock exchange (“Portfolio Investments”) unless such non-residents are (a) persons of Indian nationality or origin residing outside of India (also known as Non-Resident Indians or “NRIs”) or (b) registered Foreign Institutional Investors (“FIIs”) or Foreign Portfolio Investors (“FPIs”).

112

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.

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.

Portfolio Investments by FPIs

Effective June 1, 2014, the regime permitting Portfolio Investments by FIIs has been replaced with the SEBI (Foreign Portfolio Investors) Regulations, 2014 (the “FPI Regulations”), a new regime permitting Portfolio Investments by Foreign Portfolio Investors (“FPIs”). FPIs are subject to ownership limits in Portfolio Investments, as further described below, and only certain categories of FPIs may invest or deal in “offshore derivative instruments” (defined under the FPI Regulations as any instrument which is issued overseas by a FPI against underlying securities held by it that are listed or proposed to be listed on any recognized stock exchange in India). FPIs are required to be registered with the designated depositary participant on behalf of SEBI subject to compliance with “Know Your Customer” rules.

Certain FIIs may continue to remain eligible to make Portfolio Investments for a limited time under the transition rules. Any FII or Qualified Foreign Investor (“QFI”) who holds a valid certificate of registration will be deemed to be a FPI until the expiration of three years from the date on which fees have been paid per the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995. All existing FIIs and sub accounts, subject to payment of conversion fees specified in the FPI Regulations, may continue to buy, sell or otherwise deal in securities subject to the provisions of the FPI Regulations, until the earlier of (i) expiration of its registration as a FII or sub-account, or (ii) obtaining a certificate of registration as a FPI. Effective as of June 1, 2015, a QFI must obtain a certificate of registration as a FPI in order to be eligible to buy, sell or otherwise deal in securities.

Subject to compliance with the FPI Regulations, a FPI may issue or otherwise deal in “offshore derivative instruments” (defined under the FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it that are listed or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with “know your client” norms. Offshore derivative instruments may not be dealt with by “Category III” FPIs, or by unregulated broad based funds which are classified as “Category II” FPIs by virtue of their investment manager being appropriately regulated. A FPI is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority.

In furtherance of the FPI Regulations, the RBI amended relevant provisions of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 by a notification dated March 13, 2014. The portfolio investor registered in accordance with the FPI Regulations would be called a “Registered Foreign Portfolio Investor” (or “RFPI”). Accordingly, a RFPI may purchase and sell shares and convertible debentures of an Indian company through a registered broker as well as purchase shares and convertible debentures offered to the public under the FPI Regulations.

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Further, a RFPI may sell shares or convertible debentures so acquired (i) in an open offer in accordance with the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; or (ii) in an open offer in accordance with the Securities Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; or (iii) through buyback of shares by a listed Indian company in accordance with the Securities Exchange Board of India (Buy-back of Securities) Regulations, 1998. A RFPI may also acquire shares or convertible debentures (i) in any bid for, or acquisition of securities in response to an offer for disinvestment of shares made by the central government or any state government of India; or (ii) in any transaction in securities pursuant to an agreement entered into with merchant banker in the process of market making or subscribing to unsubscribed portion of the issue in accordance with Chapter XB of the SEBI (ICDR) Regulations, 2009.

Ownership restrictions

The SEBI and the RBI regulations restrict portfolio investments in Indian companies by FIIs, NRIs, RFPIs and OCBs, all of which we refer to as “foreign portfolio investors.” Under current Indian law, FIIs or FPIs may in the aggregate 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 a publicly traded 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 or FPI 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. If multiple entities have at least 50% overlap in their ownership (direct or ultimate beneficial owners), then such entities shall be treated as part of the same group and the above percentage of FPI investment limit shall apply to the entire group as if they were a single FPI.

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 or FPIs unless they convert their ADSs into equity shares.

As of March 31, 2018, FIIs and FPIs collectively held 30.25% of our equity shares and NRIs held 1.10% of our equity shares.

In September 2011, the Securities and Exchange Board of India (“SEBI”) enacted the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “2011 Takeover Code”), which replaces the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Under the 2011 Takeover Code, upon acquisition of shares or voting rights in a publicly listed Indian company (the “target company”) such that the aggregate shareholding of the acquirer (meaning a person who directly or indirectly, acquires or agrees to acquire shares or voting rights in the target company, or acquires or agrees to acquire control over the target company, either alone or together 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 of the shares or voting rights in a target company must disclose every sale or acquisition of shares representing 2% or more of the shares or voting rights 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.

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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 for an open offer on the date on which it is agreed to acquire such shares or voting rights. Such open offer shall only be for such number of shares as is required to adhere to the maximum permitted non-public shareholding.

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.

Pursuant to the 2011 Takeover Code, we must report to the Indian stock exchanges on which our equity shares are listed, any disclosures made to us under 2011 Takeover Code.

Holders of ADSs may be required to comply with such notification and disclosure obligations pursuant to the provisions of the Deposit Agreement entered into by such holders, our company and 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 (the “Foreign Exchange Management Regulations”) 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; 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. However, a transfer of shares from a NRI to a non-resident (who is not a not a NRI or OCB) requires the prior approval of the Reserve Bank of India.

(iii)A person resident outside India holding the shares or convertible debentures of an Indian company in accordance with the Foreign Exchange Management Regulations, (a) may transfer such shares or convertible debentures to a person resident in India by way of gift; or (b) may sell such shares or convertible debentures 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.

The RBI further superseded the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, FEMA 20/2000-RB and FEMA 24/20000-RB, both dated May 3, 2000, as amended from time to time, by notifying implementation of Foreign Exchange Management (Transfer or Issue of Securities by a person Resident Outside India) Regulations, 2017 on November 7, 2017 (the “New Foreign Exchange Management Regulations”). These regulations consolidate all the amendments at one place and also incorporate certain new concepts with respect to the issue or transfer of securities of an Indian company by a person resident outside India.

The NewForeign Exchange ManagementRegulations give the readers a consolidated view of the transfer or issue of securities by a person resident outside India and also clarifies several aspects of Foreign Direct Investment (“FDI”). These Regulations aim towards further simplification and provide greater clarity on differentiation between FDI and FPI.

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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 sectorial caps.

The Ministry of Finance, Government of India, enacted The Depository Receipts Scheme, 2014 (the “Depository Receipts Scheme”) effective as of December 15, 2014. In order to facilitate the issuance of depository receipts by Indian companies outside India, the Depository Receipts Scheme repeals the former provisions dealing with depository receipts in the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993. The Depository Receipts Scheme now governs the issue or transfer of permissible securities to a foreign depository by eligible persons and defines the rights and duties of a foreign depository and obligations of a domestic custodian. The Depository Receipts Scheme has not been fully implemented yet.

There are certain relaxations provided under the Depository Receipts Scheme subject to prior approval of the Ministry of Finance. For example, a registered broker is permitted to purchase shares of an Indian company on behalf of a person resident outside of India for the purpose of converting those shares into ADSs. However, such conversion is subject to compliance with the provisions of the Depository Receipts Scheme and the periodic guidelines issued by the regulatory authorities. Therefore depository receipts converted into Indian shares may be converted back into depository receipts, subject to certain limits of sectorial caps.

Under the Depository Receipts Scheme, a foreign depository may take instructions from depository receipts holders to exercise the voting rights with respect to the underlying equity securities. Additionally, a domestic custodian has been defined to include a custodian of securities, an Indian depository, a depository participant or a bank having permission from SEBI to provide services as custodian. Further, the Depository Receipts Scheme provides that the aggregate of permissible securities which may be issued or transferred to foreign depositories for issue of depository receipts, along with permissible securities already held by persons resident outside India, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999.

The Department of Economic Affairs, Ministry of Finance made amendments to certain provisions of the Securities Contracts (Regulation) Rules, 1957 vide Securities Contracts (Regulation) (Amendment) Rules, 2015, on February 25, 2015. An amended definition of “public shareholding” has introduced to define equity shares of the Company held by the public to include shares underlying depository receipts if the holder of such depository receipts has the right to issue voting instruction and such depository receipts are listed on an international stock exchange in accordance with the Depository Receipts Scheme.

Fungibility of ADSs

A registered broker in India can purchase shares of an Indian company that issued ADSs, on behalf of a person residing outside India, for the purposes of converting the shares into ADSs.

The Depository Receipts Scheme states that the aggregate of permissible securities which may be issued or transferred to foreign depositories for issue of depository receipts, along with permissible securities already held by persons resident outside lndia, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999.

Transfer of ADSs

A person resident outside India may transfer ADSs held in an Indian company 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.

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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.

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.

The Finance Act 2016 amended section 6 of the Income-tax Act. Pursuant to the amended provision, a company is deemed to be a resident in India in any previous year, if (i) it is a company formed under the laws of India; or (ii) its place of effective management, in that year, is in India. For such purposes, "place of effective management" means a place where key management and commercial decisions that are necessary for the conduct of business of an entity as a whole are in substance made.

Individuals and companies that are not residents of India are 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 to their shareholders are not subject to tax in the hands of the shareholders, except as discussed in paragraph (b) below. For periods prior to March 31, 2013, Indian companies were liable to pay a dividend distribution tax (“DDT”) at the rate of 16.22%, inclusive of applicable surcharges, a special 2% levy called the “Education Cess” and a special 1% levy called the “Secondary and Higher Education Cess”. Effective April 1, 2013, the Finance Act, 2013 increased the surcharge on the DDT from 5% to 10%, which resulted in an increase in the effective rate of DDT from 16.22% to 16.995%. The Finance Act (No 2) 2014 amended section 115-O, which requires grossing up of the dividend amount distributed for purposes of computing DDT. Pursuant to the amendment, effective October 1, 2014, the effective rate of DDT increased from 16.995% to 19.994%, inclusive of applicable surcharges and education cess, and as a result, dividend amounts receivable by our shareholders after taxes are reduced. As a result of the increase in rate of surcharge in the Finance Act, 2015, effective April 1, 2015, the effective rate of DDT has further increased from 19.994% to 20.3576%. Furthermore, the Finance Act, 2018 replaced Education Cess of 2% and the Secondary and Higher Education Cess of 1% with a Health and Education Cess of 4% (hereinafter, the “education cess”). Pursuant to the Finance Act, 2018, effective April 1, 2018, the effective rate of DDT has further increased from 20.3576% to 20.5553%.

b)The Finance Act, 2018 amended section 115R of the Indian Income Tax Act 1961, according to the amendment, any income is distributed by a Mutual Fund being, an equity oriented fund to its unit holders, the mutual fund shall be liable to pay additional income tax on such distributed income at a 10% rate, plus applicable surcharges and the education cess.

c)Dividends received by resident individuals, HUFs or firms exceeding Rs.1,000,000 are taxable at a 10% rate. This tax will not be withheld by the company paying the dividend and has to be paid by the shareholder receiving such dividend.

d)Any distributions of additional ADSs or equity shares by way of bonus shares (i.e., stock dividends) to resident or non- resident holders will not be subject to Indian tax.

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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- 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 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 and an employee from the transfer of the ADSs will be subject to tax at the rate of 10%, plus the applicable surcharges and the education cess; short-term capital gains on such a transfer will be taxed at graduated rates with a maximum of 30%, plus the applicable surcharges and the 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%, excluding the applicable surcharges and the Education Cess; and short-term capital gains on such a transfer will be taxed at the rate of tax applicable to the seller; and
·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. However, effective as of April 1, 2018, long-term capital gains on sales of equity shares in excess of Rs.100,000 are subject to tax at a rate of 10% without indexation. However, gains incurred on or prior to January 31, 2018 will be grandfathered. Consequently, the current exemption under Section 10(38) of the Income-tax Act has been withdrawn and short term capital gain is taxed at 15%, excluding the applicable surcharges and the Education Cess, if the sale of such equity shares is settled on a recognized stock exchange and the applicable securities transaction tax (“STT”) is paid on such sale.

As per the Finance Act, 2015, the rate of surcharge for Indian companies having total taxable income exceeding Rs.10,000,000 but not exceeding Rs.100,000,000 is 7% and in the case of Indian companies whose total taxable income is greater than Rs.100,000,000, the applicable surcharge is 12%. For foreign companies, the rate of surcharge is 2% if the total taxable income exceeds Rs.10,000,000 but does not exceed Rs.100,000,000 and it is 5% if the total taxable income of the foreign company exceeds Rs.100,000,000.

The Finance Act, 2016 has increased the surcharge for individuals having income exceeding Rs.10,000,000 from 12% to 15%.

As per the Finance Act, 2017, the rate of surcharge for every individual or Hindu undivided family or association of persons or body of individuals, whether incorporated or not, or every artificial juridical person referred to in sub-clause (vii) of clause (31) of section 2 of the Income-tax Act having income exceeding Rs.5,000,000 but not exceeding Rs.10,000,000 is 10%.

As discussed above, the Finance Act, 2018 replaced the Education Cess, which imposed a 2% income tax, and the Secondary and Higher Education Cess, which imposed a 1% income tax, with a new Health and Education Cess, which imposes a 4% income tax.

All assessees, including individuals, whose advance tax payable is Rs.10,000 or more during the year are required to pay advance tax in four installments as follows:

Due Date of InstallmentAmount Payable
On or before June 15Not less than 15% of such advance tax.
On or before September 15Not less than 45% of such advance tax, as reduced by the amounts (if any) paid in earlier installments.
On or before December 15Not less than 75% of such advance tax, as reduced by the amounts (if any) paid in earlier installments.
On or before March 15The whole amount of such advance tax, as reduced by the amounts (if any) paid in earlier installments.

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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. The Finance Act, 2017 amended section 10(38) to provide that exemption under this section for capital gains arising upon the transfer of equity shares acquired on or after October 1, 2004 shall not be available if STT is not chargeable on the acquisition of such equity shares, unless the acquisition of equity shares falls within the scope of certain STT payment exceptions specified by the Central Government in a notification. The Finance Act, 2018, withdrew the exemption under Section 10(38) effective as of April 1, 2018.

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 the applicable surcharges and the education cess.

As per the Finance Act, 2004, as modified by the Finance Act, 2008 and the Finance Act, 2013, in a sale and purchase of securities entered into through a recognized stock exchange, a Securities Transaction Tax (“STT”) may be imposed upon one or both of the parties as follows:

·With respect to a sale and purchase of equity shares (i) both the buyer and seller are required to pay a STT at the rate of 0.1% of the transaction value of the securities, if the transaction is a delivery based transaction (i.e., the transaction involves actual delivery or transfer of shares); or (ii) the seller of the shares is required to pay a STT at the rate of 0.025% of the transaction value of the securities, if the transaction is a non-delivery based transaction (i.e., the transaction is settled without taking delivery of the shares).

·With respect to a sale and purchase of an option with respect to securities (i) upon the sale of the option, the seller is required to pay a STT at the rate of 0.05% of the option premium; and (ii) upon exercise of the option, the buyer is required to pay a STT at the rate of 0.125% of the settlement price.

·With respect to a sale and purchase of futures with respect to securities, the seller is required to pay a STT at the rate of 0.01% of the transaction value.

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, Bombay 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.

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- 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) at the rate of 30% excluding the prevailing surcharge and education cess in the case of resident 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).

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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 the source according to the capital gains tax liability of a non-resident shareholder. Furthermore, in the case of a buy-back of unlisted securities as per section 115QA of the Finance Act 2013, unlisted domestic companies are subject to tax on the buy-back of their securities. However, section 10(34A) of the Finance Act 2013 exempts shareholders from the gain, if any, arising from such transaction.

Stamp Duty and Transfer Tax.Upon issuance of the equity shares underlying our ADSs, we are required to pay a stamp duty of Rs.0.3 per share certificate evidencing such 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 duty is borne by the transferee. Shares must be traded in dematerialized form. The issuance or transfer of shares in dematerialized form is currently not subject to stamp duty.

Wealth Tax. Wealth Tax was abolished effective as of April 1, 2015.

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 fees or commissions paid to stockbrokers in connection with the sale or purchase of shares is subject to a service tax of 12.36%. The stockbroker is responsible for collecting the service tax from the shareholder and paying it to the relevant authority. Effective June 1, 2015, the Finance Act 2015 increased the rate of service tax from 12.36% (inclusive of surcharge and cess) to a consolidated rate of 14%. Furthermore, effective November 2015, the service tax of 14% was increased by an additional 0.5% cess called the “Swatch Bharat Cess” to a consolidated rate of 14.50%. Effective June 1, 2016, the Finance Act 2016 further increased the service tax rate to 15% through introduction of another 0.5% cess called the “Krishi Kalyan Cess”. Effective July 1, 2017, GST is applicable on such fees or commissions at the rate of 18%.

Material United States Federal Income and Estate Tax Consequences

The following is intended only as a descriptive 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 our equity shares or ADSs and is for general information only and does not purport to be a complete analysis or listing of all potential tax effects relevant to the ownership or disposition of our equity shares or ADSs. 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 our 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 organized in the United States or under the laws of the United States or any state thereof or 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 having a valid election to be treated as U.S. persons in effect under U.S. Treasury Regulations or for which a U.S. court exercises primary supervision and a U.S. person has the authority to control all substantial decisions.

This summary is limited to U.S. holders who will hold our equity shares or ADSs as capital assets (generally, property held for investment). In addition, this summary is limited to U.S. holders who are not residents 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, including any entity treated as a partnership for U.S. federal income tax purposes, holds our 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 our equity shares or ADSs should consult his, her or its own tax advisor regarding the tax treatment of an investment in our equity shares or ADSs.

This summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks, insurance companies, certain financial institutions, regulated investment companies, real estate investment trusts, broker dealers, traders in securities that elect to use the mark–to-market method of accounting, United States expatriates, persons liable for alternative minimum tax, persons holding our equity shares or ADSs through partnerships or other pass-through entities, persons that have a “functional currency” other than the U.S. dollars, tax-exempt entities, persons that will hold our equity shares or ADSs as a position in a “straddle” or as part of a “hedging” or “conversion” transaction for tax purposes or holders of 10% or more, by voting power or value, of our shares. This summary is based on the U.S. Internal Revenue Code of 1986, 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 is subject to change, which change could apply retroactively, or the Internal Revenue Service may interpret existing authorities differently, any of which could affect the tax consequences described below. This summary does not address the U.S. federal tax laws other than income or estate tax, and does not address U.S. state or local or non-U.S. tax laws.

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EACH INVESTOR OR 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 OUR EQUITY SHARES OR ADSs.

Ownership of ADSs. For U.S. federal income tax purposes, holders of our ADSs will generally be treated as the holders of equity shares represented by such ADSs.

Dividends. Subject to the passive foreign investment company rules described below, except for our equity shares or ADSs, if any, distributed pro rata to all of our shareholders, including holders of our ADSs, the gross amount of any distributions of cash or property with respect to our equity shares or ADSs (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 in respect of dividends received from other United States corporations. 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 our equity shares or ADSs, and thereafter as capital gain.

With respect to certain non-corporate U.S. holders, subject to certain limitations, including certain limitations based on taxable income and filing status, qualifying 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 (including the requirement that the non-corporate U.S. holder holds the ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date). 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. Our ADSs are traded on the New York Stock Exchange, an established securities market in the United States as identified by Internal Revenue Service guidance. 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.

Qualifying dividends will generally be taxed at a maximum income tax rate of 15% except for U.S. holders with incomes exceeding $425,800 or, in the case of taxpayers filing joint tax returns, with incomes exceeding $479,000 which will be subject to tax at the rate of 20% on such qualifying dividends. Further, qualifying dividends received by U.S holders with incomes less than $38,600 or, in the case of taxpayers filing joint returns, $77,200 will be subject to tax at the rate of 0% on such qualifying dividends. 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 our equity shares or ADSs may 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 our equity shares or ADSs generally will be foreign source income, 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. The rules governing the foreign tax credit are very complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

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 utilizing the 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. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the dividend date to the date such payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss. You are urged to consult your tax advisors regarding the taxation of currency gain or loss.

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EACH U.S. HOLDER SHOULD CONSULT ITS OWNS TAX ADVISOR REGARDING THE TREATMENT OF DIVIDENDS AND SUCH HOLDER’S ELIGIBILITY FOR REDUCED RATE OF TAXATION UNDER THE LAW IN EFFECT FOR THE YEAR OF THE DIVIDEND.

Sale or exchange of our equity shares or ADSs. Subject to the passive foreign investment company rules described below, a U.S. holder generally will recognize gain or loss on the sale or exchange of our 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 such 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 such equity shares or ADSs, as the case may be, were held for more than one year (currently long-term capital gains are taxed at maximum of 20%). 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. In the case of capital losses, a U.S. holder is eligible to claim a capital loss deduction subject to significant limitations. If a U.S. holder is unable to claim these losses on its, his or her U.S. Federal Tax Return, the U.S. holder may be eligible to carryover the amount of the unused capital loss to future years, subject to additional limitations provided under U.S. tax regulations. Capital gains realized by a U.S. holder upon the sale of our equity shares (but not ADSs) may be subject to certain tax in India. See “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 U.S. holder who is a citizen or resident of the United States for U.S. federal estate tax purposes may have the value of our 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 our 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.

Additional Tax on Investment Income. U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds (the lesser of the U.S holder’s net investment income or modified adjusted gross income, to that extent such amount in a taxable year exceeds $200,000.00 or, in the case of taxpayers filing joint tax returns, $250,000.00) will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, our equity shares or ADSs, subject to certain limitations and exceptions.

Backup withholding tax and information reporting requirements. Any dividends paid on, or proceeds from a sale of, our 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 24%) 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 under penalty of perjury that such number is correct and 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. Certain U.S. holders are required to report information with respect to their investment in our equity shares or ADSs not held through a custodial account with a U.S. financial institution on Internal Revenue Service Form 8938, which must be attached to the U.S. holder’s annual income tax return. Investors who fail to report required information could become subject to substantial penalties. In addition, a U.S. holder should consider the possible obligation to file online a FinCEN Form 114 – Foreign Bank and Financial Accounts Report as a result of holding ordinary shares or ADSs. Each U.S. holder should consult its tax advisor concerning its obligation to file Internal Revenue Service Form 8938 and/or FinCEN Form 114.

Passive foreign investment 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, 50% or more of the total value of its assets produce or are held for the production of passive income (as of the end of each quarter of its taxable year).

We do not believe that we satisfy either of the tests for passive foreign investment company status for the fiscal year ended March 31, 2018. Because this determination is made on an annual basis and depends on a variety of factors (including the value of our ADS), 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, dividends would not be eligible for the preferential tax treatment applicable to qualified dividends income but would instead be taxable at rates applicable to ordinary income. Further, if we were to be a passive foreign investment company for any taxable year, U.S. holders would be required to:  

·pay an interest charge together with tax calculated at ordinary income rates 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 our equity shares or ADSs;

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·if an election is made to be a “qualified electing fund” (as the term is defined in relevant provisions of the U.S. tax laws), include in their taxable income their pro rata share of undistributed amounts of our income; or

·if the equity shares are “marketable” 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, recognize 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.

In addition, certain information reporting obligations (i.e., filing Internal Revenue Service Form 8621) may apply to U.S holders if we are determined to be a passive foreign investment company.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP, ACQUISITION OR DISPOSITION OF OUR 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 8-2-337, Road No. 3, Banjara Hills, Hyderabad, Telangana, 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 foreign exchange risk arises from our foreign operations, foreign currency revenues and expenses (primarily in U.S. dollars, Russian roubles, British pound sterling and Euros) and foreign currency borrowings in U.S. dollars, Russian roubles, Ukranian hryvnias and 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 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, we use both derivative and non-derivative financial instruments, such as foreign exchange forward contracts, option contracts, currency swap contracts and foreign currency financial liabilities, to mitigate the risk of changes in foreign currency exchange rates in respect of our highly probable forecast transactions and recognized assets and liabilities. We do not use derivative financial instruments for trading or speculative purposes.

We had the following derivative financial instruments to hedge the foreign exchange rate risk as of March 31, 2018:

CategoryInstrumentCurrencyCross CurrencyAmounts in
millions
Buy/Sell
Hedges of recognized assets and liabilitiesForward contractU.S.$INRU.S.$72Sell
Forward contractGBPU.S.$GBP31Buy
Forward contractU.S.$RUBU.S.$38Buy
Option contractU.S.$INRU.S.$65Sell
Hedges of highly probable forecast transactionsForward contractRUBINR RUB1,080Sell
Option contractU.S.$INR U.S.$240Sell

Sensitivity Analysis of Exchange Rate Risk.

In respect 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.1,277/(1,338) million increase/(decrease) in our hedging reserve and an approximately Rs.403/(308) million increase/(decrease) in our net profit as at March 31, 2018.

For a detailed analysis of our foreign exchange rate risk, please refer to Notes 29 and 30 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 have not entered into any material derivative contracts to hedge our exposure to fluctuations in commodity prices.

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Interest Rate Risk

As of March 31, 2018, we had loans of Rs.42,592 million (excluding finance lease obligations) carrying a floating interest rate. These loans expose us to risks of changes in interest 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.

Interest Rate Profile.

The interest rate profile of our short term borrowings from banks is as follows:

  As at March 31, 
  2018  2017 
  Currency  Interest Rate  Currency  Interest Rate 
Packing credit borrowings  USD   1 Month LIBOR + (30) to 30 bps   USD   1 Month LIBOR + (30) to 1 bps 
   -   -   USD   0.01%
   -   -   INR   T-Bill + 30bps 
   INR   6.00%  INR   6.92% to 6.95% 
   RUB   6.75%  RUB   9.95%
Other foreign currency borrowings  USD   1 Month/3 Months LIBOR + 65 to 85 bps   USD   1 Month LIBOR + 40 to 60 bps 
   UAH   18.00%  -   - 
   RUB   8.20%  RUB   10.48%

The interest rate profile of our long-term loans and borrowings is as follows:

  As at March 31, 
  2018  2017 
  Currency  Interest Rate  Currency  Interest Rate 
Foreign currency borrowings  

USD

 

   

1 Month LIBOR + 45 to 82.7 bps

 

   

USD

 

   

1 Month LIBOR + 82.7 bps

 

 
   EUR   0.81%  -   - 

Maturity profile.

The aggregate maturities of interest-bearing long-term loans and borrowings (excluding finance lease obligations), based on contractual maturities, as of March 31, 2018 are as follows:

Maturing in the year ending

March 31,(1)

   
2019 Rs.- 
2020  4,064 
2021  6,346 
2022  1,131 
2023  13,035 
Thereafter  - 
  Rs.24,576 

(1)Long-term debt obligations disclosed in the above table do not reflect any netting of transactions costs of Rs.117.

Counter-party risk encompasses settlement risk on derivative contracts and credit risk on cash and 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.

In respect of our interest rate swap, a 10% decrease/increase in the respective interest rates would have resulted in an approximately Rs.18/(20) million increase/(decrease) in our hedging reserve and an approximately Rs.2/(3) million increase/(decrease) in our net profit as at March 31, 2018.

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities.

Not applicable.

B. Warrants and Rights.

Not applicable.

C. Other Securities.

Not applicable.

D. American Depositary 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 actionsAssociated Fee
(a) Depositing or substituting the underlying sharesIssuing 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 dividendsDistribution of dividends.U.S.$0.02 or less per ADS (U.S.$2.00 per 100 ADSs).
(c) Selling or exercising rightsDistribution 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.
(d) Withdrawing an underlying securityAcceptance 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 receiptsTransfers, 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.
(g) Other

Expenses incurred on behalf of holders in connection with:

·   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.

The amount of such expenses incurred by the Depositary.

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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 paid by Depositary

Direct Payments

The Depositary has agreed to reimburse certain reasonable expenses related to our ADS program and incurred by us in connection with the program. In the year ended March 31, 2018, the Depositary reimbursed us for an amount of U.S.$583,276. The amounts the Depositary reimburses are not related to the fees collected by the Depositary from ADS holders. Under certain circumstances, including termination of our ADS program prior to May 11, 2022, 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, 2018.

Category of expensesAmount reimbursed during the year
ended March 31, 2018
Legal and accounting fees incurred in connection with preparation of Form 20-F and ongoing SEC compliance and listing requirementsU.S.$583,276
Listing feesNone
Investor relationsNone
Advertising and public relationsNone
Broker reimbursementsNone

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. The Depository has not paid any expenses on our behalf.

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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

Not applicable.

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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, 2018, 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.

(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, 2018 based on criteria established in Internal Control - Integrated Framework (2013) 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, 2018.

The effectiveness of our internal control over financial reporting as of March 31, 2018 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/Saumen Chakraborty
Co-Chairman and Chief Executive OfficerPresident and Chief Financial Officer

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(c)Attestation Report of the Registered Public Accounting Firm.

ReportForeign Direct Investment

The Foreign Direct Investment Policy under the Reserve Bank of Independent Registered Public Accounting FirmIndia’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 from 26% to 49% 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%. However, unlike Foreign Direct Investments in new pharmaceutical projects (sometimes called “greenfield” investments), Foreign Direct Investments in existing Indian pharmaceutical companies (sometimes called “brownfield” investments) are nonetheless subject to approval by the Foreign Investment Promotion Board in excess of 74% (which can incorporate conditions for its approval at the time of grant). Thus, foreign ownership of in excess of 74% of our equity shares would be allowed but would require certain approvals.

The Ministry of Finance abolished the Foreign Investment Promotion Board in May 2017 and the processing of applications for Foreign Direct Investment and approval of the Government thereon under the Policy and FEMA, was transferred to be handled by the concerned Ministries/Departments in consultation with the Department of Industrial Policy Promotion.

Portfolio Investment Scheme

Under Indian law, persons or entities residing outside of India cannot acquire securities of an Indian company listed on a stock exchange (“Portfolio Investments”) unless such non-residents are (a) persons of Indian nationality or origin residing outside of India (also known as Non-Resident Indians or “NRIs”) or (b) registered Foreign Institutional Investors (“FIIs”) or Foreign Portfolio Investors (“FPIs”).

112

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.

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.

Portfolio Investments by FPIs

Effective June 1, 2014, the regime permitting Portfolio Investments by FIIs has been replaced with the SEBI (Foreign Portfolio Investors) Regulations, 2014 (the “FPI Regulations”), a new regime permitting Portfolio Investments by Foreign Portfolio Investors (“FPIs”). FPIs are subject to ownership limits in Portfolio Investments, as further described below, and only certain categories of FPIs may invest or deal in “offshore derivative instruments” (defined under the FPI Regulations as any instrument which is issued overseas by a FPI against underlying securities held by it that are listed or proposed to be listed on any recognized stock exchange in India). FPIs are required to be registered with the designated depositary participant on behalf of SEBI subject to compliance with “Know Your Customer” rules.

Certain FIIs may continue to remain eligible to make Portfolio Investments for a limited time under the transition rules. Any FII or Qualified Foreign Investor (“QFI”) who holds a valid certificate of registration will be deemed to be a FPI until the expiration of three years from the date on which fees have been paid per the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995. All existing FIIs and sub accounts, subject to payment of conversion fees specified in the FPI Regulations, may continue to buy, sell or otherwise deal in securities subject to the provisions of the FPI Regulations, until the earlier of (i) expiration of its registration as a FII or sub-account, or (ii) obtaining a certificate of registration as a FPI. Effective as of June 1, 2015, a QFI must obtain a certificate of registration as a FPI in order to be eligible to buy, sell or otherwise deal in securities.

Subject to compliance with the FPI Regulations, a FPI may issue or otherwise deal in “offshore derivative instruments” (defined under the FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it that are listed or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with “know your client” norms. Offshore derivative instruments may not be dealt with by “Category III” FPIs, or by unregulated broad based funds which are classified as “Category II” FPIs by virtue of their investment manager being appropriately regulated. A FPI is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority.

In furtherance of the FPI Regulations, the RBI amended relevant provisions of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 by a notification dated March 13, 2014. The portfolio investor registered in accordance with the FPI Regulations would be called a “Registered Foreign Portfolio Investor” (or “RFPI”). Accordingly, a RFPI may purchase and sell shares and convertible debentures of an Indian company through a registered broker as well as purchase shares and convertible debentures offered to the public under the FPI Regulations.

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Further, a RFPI may sell shares or convertible debentures so acquired (i) in an open offer in accordance with the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; or (ii) in an open offer in accordance with the Securities Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; or (iii) through buyback of shares by a listed Indian company in accordance with the Securities Exchange Board of India (Buy-back of Securities) Regulations, 1998. A RFPI may also acquire shares or convertible debentures (i) in any bid for, or acquisition of securities in response to an offer for disinvestment of shares made by the central government or any state government of India; or (ii) in any transaction in securities pursuant to an agreement entered into with merchant banker in the process of market making or subscribing to unsubscribed portion of the issue in accordance with Chapter XB of the SEBI (ICDR) Regulations, 2009.

Ownership restrictions

The SEBI and the RBI regulations restrict portfolio investments in Indian companies by FIIs, NRIs, RFPIs and OCBs, all of which we refer to as “foreign portfolio investors.” Under current Indian law, FIIs or FPIs may in the aggregate 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 a publicly traded 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 or FPI 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. If multiple entities have at least 50% overlap in their ownership (direct or ultimate beneficial owners), then such entities shall be treated as part of the same group and the above percentage of FPI investment limit shall apply to the entire group as if they were a single FPI.

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 or FPIs unless they convert their ADSs into equity shares.

As of March 31, 2018, FIIs and FPIs collectively held 30.25% of our equity shares and NRIs held 1.10% of our equity shares.

In September 2011, the Securities and Exchange Board of India (“SEBI”) enacted the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “2011 Takeover Code”), which replaces the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Under the 2011 Takeover Code, upon acquisition of shares or voting rights in a publicly listed Indian company (the “target company”) such that the aggregate shareholding of the acquirer (meaning a person who directly or indirectly, acquires or agrees to acquire shares or voting rights in the target company, or acquires or agrees to acquire control over the target company, either alone or together 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 of the shares or voting rights in a target company must disclose every sale or acquisition of shares representing 2% or more of the shares or voting rights 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.

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Consolidated statement

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 for an open offer on the date on which it is agreed to acquire such shares or voting rights. Such open offer shall only be for such number of shares as is required to adhere to the maximum permitted non-public shareholding.

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.

Pursuant to the 2011 Takeover Code, we must report to the Indian stock exchanges on which our equity shares are listed, any disclosures made to us under 2011 Takeover Code.

Holders of ADSs may be required to comply with such notification and disclosure obligations pursuant to the provisions of the Deposit Agreement entered into by such holders, our company and 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 (the “Foreign Exchange Management Regulations”) 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; 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. However, a transfer of shares from a NRI to a non-resident (who is not a not a NRI or OCB) requires the prior approval of the Reserve Bank of India.

(iii)A person resident outside India holding the shares or convertible debentures of an Indian company in accordance with the Foreign Exchange Management Regulations, (a) may transfer such shares or convertible debentures to a person resident in India by way of gift; or (b) may sell such shares or convertible debentures 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.

The RBI further superseded the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, FEMA 20/2000-RB and FEMA 24/20000-RB, both dated May 3, 2000, as amended from time to time, by notifying implementation of Foreign Exchange Management (Transfer or Issue of Securities by a person Resident Outside India) Regulations, 2017 on November 7, 2017 (the “New Foreign Exchange Management Regulations”). These regulations consolidate all the amendments at one place and also incorporate certain new concepts with respect to the issue or transfer of securities of an Indian company by a person resident outside India.

The NewForeign Exchange ManagementRegulations give the readers a consolidated view of the transfer or issue of securities by a person resident outside India and also clarifies several aspects of Foreign Direct Investment (“FDI”). These Regulations aim towards further simplification and provide greater clarity on differentiation between FDI and FPI.

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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 sectorial caps.

The Ministry of Finance, Government of India, enacted The Depository Receipts Scheme, 2014 (the “Depository Receipts Scheme”) effective as of December 15, 2014. In order to facilitate the issuance of depository receipts by Indian companies outside India, the Depository Receipts Scheme repeals the former provisions dealing with depository receipts in the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993. The Depository Receipts Scheme now governs the issue or transfer of permissible securities to a foreign depository by eligible persons and defines the rights and duties of a foreign depository and obligations of a domestic custodian. The Depository Receipts Scheme has not been fully implemented yet.

There are certain relaxations provided under the Depository Receipts Scheme subject to prior approval of the Ministry of Finance. For example, a registered broker is permitted to purchase shares of an Indian company on behalf of a person resident outside of India for the purpose of converting those shares into ADSs. However, such conversion is subject to compliance with the provisions of the Depository Receipts Scheme and the periodic guidelines issued by the regulatory authorities. Therefore depository receipts converted into Indian shares may be converted back into depository receipts, subject to certain limits of sectorial caps.

Under the Depository Receipts Scheme, a foreign depository may take instructions from depository receipts holders to exercise the voting rights with respect to the underlying equity securities. Additionally, a domestic custodian has been defined to include a custodian of securities, an Indian depository, a depository participant or a bank having permission from SEBI to provide services as custodian. Further, the Depository Receipts Scheme provides that the aggregate of permissible securities which may be issued or transferred to foreign depositories for issue of depository receipts, along with permissible securities already held by persons resident outside India, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999.

The Department of Economic Affairs, Ministry of Finance made amendments to certain provisions of the Securities Contracts (Regulation) Rules, 1957 vide Securities Contracts (Regulation) (Amendment) Rules, 2015, on February 25, 2015. An amended definition of “public shareholding” has introduced to define equity shares of the Company held by the public to include shares underlying depository receipts if the holder of such depository receipts has the right to issue voting instruction and such depository receipts are listed on an international stock exchange in accordance with the Depository Receipts Scheme.

Fungibility of ADSs

A registered broker in India can purchase shares of an Indian company that issued ADSs, on behalf of a person residing outside India, for the purposes of converting the shares into ADSs.

The Depository Receipts Scheme states that the aggregate of permissible securities which may be issued or transferred to foreign depositories for issue of depository receipts, along with permissible securities already held by persons resident outside lndia, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999.

Transfer of ADSs

A person resident outside India may transfer ADSs held in an Indian company 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.

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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.

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.

The Finance Act 2016 amended section 6 of the Income-tax Act. Pursuant to the amended provision, a company is deemed to be a resident in India in any previous year, if (i) it is a company formed under the laws of India; or (ii) its place of effective management, in that year, is in India. For such purposes, "place of effective management" means a place where key management and commercial decisions that are necessary for the conduct of business of an entity as a whole are in substance made.

Individuals and companies that are not residents of India are 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 to their shareholders are not subject to tax in the hands of the shareholders, except as discussed in paragraph (b) below. For periods prior to March 31, 2013, Indian companies were liable to pay a dividend distribution tax (“DDT”) at the rate of 16.22%, inclusive of applicable surcharges, a special 2% levy called the “Education Cess” and a special 1% levy called the “Secondary and Higher Education Cess”. Effective April 1, 2013, the Finance Act, 2013 increased the surcharge on the DDT from 5% to 10%, which resulted in an increase in the effective rate of DDT from 16.22% to 16.995%. The Finance Act (No 2) 2014 amended section 115-O, which requires grossing up of the dividend amount distributed for purposes of computing DDT. Pursuant to the amendment, effective October 1, 2014, the effective rate of DDT increased from 16.995% to 19.994%, inclusive of applicable surcharges and education cess, and as a result, dividend amounts receivable by our shareholders after taxes are reduced. As a result of the increase in rate of surcharge in the Finance Act, 2015, effective April 1, 2015, the effective rate of DDT has further increased from 19.994% to 20.3576%. Furthermore, the Finance Act, 2018 replaced Education Cess of 2% and the Secondary and Higher Education Cess of 1% with a Health and Education Cess of 4% (hereinafter, the “education cess”). Pursuant to the Finance Act, 2018, effective April 1, 2018, the effective rate of DDT has further increased from 20.3576% to 20.5553%.

b)The Finance Act, 2018 amended section 115R of the Indian Income Tax Act 1961, according to the amendment, any income is distributed by a Mutual Fund being, an equity oriented fund to its unit holders, the mutual fund shall be liable to pay additional income tax on such distributed income at a 10% rate, plus applicable surcharges and the education cess.

c)Dividends received by resident individuals, HUFs or firms exceeding Rs.1,000,000 are taxable at a 10% rate. This tax will not be withheld by the company paying the dividend and has to be paid by the shareholder receiving such dividend.

d)Any distributions of additional ADSs or equity shares by way of bonus shares (i.e., stock dividends) to resident or non- resident holders will not be subject to Indian tax.

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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- 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 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 and an employee from the transfer of the ADSs will be subject to tax at the rate of 10%, plus the applicable surcharges and the education cess; short-term capital gains on such a transfer will be taxed at graduated rates with a maximum of 30%, plus the applicable surcharges and the 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%, excluding the applicable surcharges and the Education Cess; and short-term capital gains on such a transfer will be taxed at the rate of tax applicable to the seller; and
·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. However, effective as of April 1, 2018, long-term capital gains on sales of equity shares in excess of Rs.100,000 are subject to tax at a rate of 10% without indexation. However, gains incurred on or prior to January 31, 2018 will be grandfathered. Consequently, the current exemption under Section 10(38) of the Income-tax Act has been withdrawn and short term capital gain is taxed at 15%, excluding the applicable surcharges and the Education Cess, if the sale of such equity shares is settled on a recognized stock exchange and the applicable securities transaction tax (“STT”) is paid on such sale.

As per the Finance Act, 2015, the rate of surcharge for Indian companies having total taxable income exceeding Rs.10,000,000 but not exceeding Rs.100,000,000 is 7% and in the case of Indian companies whose total taxable income is greater than Rs.100,000,000, the applicable surcharge is 12%. For foreign companies, the rate of surcharge is 2% if the total taxable income exceeds Rs.10,000,000 but does not exceed Rs.100,000,000 and it is 5% if the total taxable income of the foreign company exceeds Rs.100,000,000.

The Finance Act, 2016 has increased the surcharge for individuals having income exceeding Rs.10,000,000 from 12% to 15%.

As per the Finance Act, 2017, the rate of surcharge for every individual or Hindu undivided family or association of persons or body of individuals, whether incorporated or not, or every artificial juridical person referred to in sub-clause (vii) of clause (31) of section 2 of the Income-tax Act having income exceeding Rs.5,000,000 but not exceeding Rs.10,000,000 is 10%.

As discussed above, the Finance Act, 2018 replaced the Education Cess, which imposed a 2% income tax, and the Secondary and Higher Education Cess, which imposed a 1% income tax, with a new Health and Education Cess, which imposes a 4% income tax.

All assessees, including individuals, whose advance tax payable is Rs.10,000 or more during the year are required to pay advance tax in four installments as follows:

Due Date of InstallmentAmount Payable
On or before June 15Not less than 15% of such advance tax.
On or before September 15Not less than 45% of such advance tax, as reduced by the amounts (if any) paid in earlier installments.
On or before December 15Not less than 75% of such advance tax, as reduced by the amounts (if any) paid in earlier installments.
On or before March 15The whole amount of such advance tax, as reduced by the amounts (if any) paid in earlier installments.

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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. The Finance Act, 2017 amended section 10(38) to provide that exemption under this section for capital gains arising upon the transfer of equity shares acquired on or after October 1, 2004 shall not be available if STT is not chargeable on the acquisition of such equity shares, unless the acquisition of equity shares falls within the scope of certain STT payment exceptions specified by the Central Government in a notification. The Finance Act, 2018, withdrew the exemption under Section 10(38) effective as of April 1, 2018.

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 the applicable surcharges and the education cess.

As per the Finance Act, 2004, as modified by the Finance Act, 2008 and the Finance Act, 2013, in a sale and purchase of securities entered into through a recognized stock exchange, a Securities Transaction Tax (“STT”) may be imposed upon one or both of the parties as follows:

·With respect to a sale and purchase of equity shares (i) both the buyer and seller are required to pay a STT at the rate of 0.1% of the transaction value of the securities, if the transaction is a delivery based transaction (i.e., the transaction involves actual delivery or transfer of shares); or (ii) the seller of the shares is required to pay a STT at the rate of 0.025% of the transaction value of the securities, if the transaction is a non-delivery based transaction (i.e., the transaction is settled without taking delivery of the shares).

·With respect to a sale and purchase of an option with respect to securities (i) upon the sale of the option, the seller is required to pay a STT at the rate of 0.05% of the option premium; and (ii) upon exercise of the option, the buyer is required to pay a STT at the rate of 0.125% of the settlement price.

·With respect to a sale and purchase of futures with respect to securities, the seller is required to pay a STT at the rate of 0.01% of the transaction value.

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, Bombay 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.

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- 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) at the rate of 30% excluding the prevailing surcharge and education cess in the case of resident 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).

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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 the source according to the capital gains tax liability of a non-resident shareholder. Furthermore, in the case of a buy-back of unlisted securities as per section 115QA of the Finance Act 2013, unlisted domestic companies are subject to tax on the buy-back of their securities. However, section 10(34A) of the Finance Act 2013 exempts shareholders from the gain, if any, arising from such transaction.

Stamp Duty and Transfer Tax.Upon issuance of the equity shares underlying our ADSs, we are required to pay a stamp duty of Rs.0.3 per share certificate evidencing such 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 duty is borne by the transferee. Shares must be traded in dematerialized form. The issuance or transfer of shares in dematerialized form is currently not subject to stamp duty.

Wealth Tax. Wealth Tax was abolished effective as of April 1, 2015.

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 fees or commissions paid to stockbrokers in connection with the sale or purchase of shares is subject to a service tax of 12.36%. The stockbroker is responsible for collecting the service tax from the shareholder and paying it to the relevant authority. Effective June 1, 2015, the Finance Act 2015 increased the rate of service tax from 12.36% (inclusive of surcharge and cess) to a consolidated rate of 14%. Furthermore, effective November 2015, the service tax of 14% was increased by an additional 0.5% cess called the “Swatch Bharat Cess” to a consolidated rate of 14.50%. Effective June 1, 2016, the Finance Act 2016 further increased the service tax rate to 15% through introduction of another 0.5% cess called the “Krishi Kalyan Cess”. Effective July 1, 2017, GST is applicable on such fees or commissions at the rate of 18%.

Material United States Federal Income and Estate Tax Consequences

The following is intended only as a descriptive 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 our equity shares or ADSs and is for general information only and does not purport to be a complete analysis or listing of all potential tax effects relevant to the ownership or disposition of our equity shares or ADSs. 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 our 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 organized in the United States or under the laws of the United States or any state thereof or 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 having a valid election to be treated as U.S. persons in effect under U.S. Treasury Regulations or for which a U.S. court exercises primary supervision and a U.S. person has the authority to control all substantial decisions.

This summary is limited to U.S. holders who will hold our equity shares or ADSs as capital assets (generally, property held for investment). In addition, this summary is limited to U.S. holders who are not residents 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, including any entity treated as a partnership for U.S. federal income tax purposes, holds our 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 our equity shares or ADSs should consult his, her or its own tax advisor regarding the tax treatment of an investment in our equity shares or ADSs.

This summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks, insurance companies, certain financial institutions, regulated investment companies, real estate investment trusts, broker dealers, traders in securities that elect to use the mark–to-market method of accounting, United States expatriates, persons liable for alternative minimum tax, persons holding our equity shares or ADSs through partnerships or other pass-through entities, persons that have a “functional currency” other than the U.S. dollars, tax-exempt entities, persons that will hold our equity shares or ADSs as a position in a “straddle” or as part of a “hedging” or “conversion” transaction for tax purposes or holders of 10% or more, by voting power or value, of our shares. This summary is based on the U.S. Internal Revenue Code of 1986, 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 is subject to change, which change could apply retroactively, or the Internal Revenue Service may interpret existing authorities differently, any of which could affect the tax consequences described below. This summary does not address the U.S. federal tax laws other than income or estate tax, and does not address U.S. state or local or non-U.S. tax laws.

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EACH INVESTOR OR 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 OUR EQUITY SHARES OR ADSs.

Ownership of ADSs. For U.S. federal income tax purposes, holders of our ADSs will generally be treated as the holders of equity shares represented by such ADSs.

Dividends. Subject to the passive foreign investment company rules described below, except for our equity shares or ADSs, if any, distributed pro rata to all of our shareholders, including holders of our ADSs, the gross amount of any distributions of cash or property with respect to our equity shares or ADSs (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 in respect of dividends received from other United States corporations. 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 our equity shares or ADSs, and thereafter as capital gain.

With respect to certain non-corporate U.S. holders, subject to certain limitations, including certain limitations based on taxable income and filing status, qualifying 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 (including the requirement that the non-corporate U.S. holder holds the ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date). 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. Our ADSs are traded on the New York Stock Exchange, an established securities market in the United States as identified by Internal Revenue Service guidance. 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.

Qualifying dividends will generally be taxed at a maximum income tax rate of 15% except for U.S. holders with incomes exceeding $425,800 or, in the case of taxpayers filing joint tax returns, with incomes exceeding $479,000 which will be subject to tax at the rate of 20% on such qualifying dividends. Further, qualifying dividends received by U.S holders with incomes less than $38,600 or, in the case of taxpayers filing joint returns, $77,200 will be subject to tax at the rate of 0% on such qualifying dividends. 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 our equity shares or ADSs may 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 our equity shares or ADSs generally will be foreign source income, 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. The rules governing the foreign tax credit are very complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

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 utilizing the 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. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the dividend date to the date such payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss. You are urged to consult your tax advisors regarding the taxation of currency gain or loss.

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EACH U.S. HOLDER SHOULD CONSULT ITS OWNS TAX ADVISOR REGARDING THE TREATMENT OF DIVIDENDS AND SUCH HOLDER’S ELIGIBILITY FOR REDUCED RATE OF TAXATION UNDER THE LAW IN EFFECT FOR THE YEAR OF THE DIVIDEND.

Sale or exchange of our equity shares or ADSs. Subject to the passive foreign investment company rules described below, a U.S. holder generally will recognize gain or loss on the sale or exchange of our 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 such 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 such equity shares or ADSs, as the case may be, were held for more than one year (currently long-term capital gains are taxed at maximum of 20%). 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. In the case of capital losses, a U.S. holder is eligible to claim a capital loss deduction subject to significant limitations. If a U.S. holder is unable to claim these losses on its, his or her U.S. Federal Tax Return, the U.S. holder may be eligible to carryover the amount of the unused capital loss to future years, subject to additional limitations provided under U.S. tax regulations. Capital gains realized by a U.S. holder upon the sale of our equity shares (but not ADSs) may be subject to certain tax in India. See “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 U.S. holder who is a citizen or resident of the United States for U.S. federal estate tax purposes may have the value of our 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 our 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.

Additional Tax on Investment Income. U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds (the lesser of the U.S holder’s net investment income or modified adjusted gross income, to that extent such amount in a taxable year exceeds $200,000.00 or, in the case of taxpayers filing joint tax returns, $250,000.00) will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, our equity shares or ADSs, subject to certain limitations and exceptions.

Backup withholding tax and information reporting requirements. Any dividends paid on, or proceeds from a sale of, our 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 24%) 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 under penalty of perjury that such number is correct and 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. Certain U.S. holders are required to report information with respect to their investment in our equity shares or ADSs not held through a custodial account with a U.S. financial institution on Internal Revenue Service Form 8938, which must be attached to the U.S. holder’s annual income tax return. Investors who fail to report required information could become subject to substantial penalties. In addition, a U.S. holder should consider the possible obligation to file online a FinCEN Form 114 – Foreign Bank and Financial Accounts Report as a result of holding ordinary shares or ADSs. Each U.S. holder should consult its tax advisor concerning its obligation to file Internal Revenue Service Form 8938 and/or FinCEN Form 114.

Passive foreign investment 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, 50% or more of the total value of its assets produce or are held for the production of passive income (as of the end of each quarter of its taxable year).

We do not believe that we satisfy either of the tests for passive foreign investment company status for the fiscal year ended March 31, 2018. Because this determination is made on an annual basis and depends on a variety of factors (including the value of our ADS), 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, dividends would not be eligible for the preferential tax treatment applicable to qualified dividends income but would instead be taxable at rates applicable to ordinary income. Further, if we were to be a passive foreign investment company for any taxable year, U.S. holders would be required to:  

·pay an interest charge together with tax calculated at ordinary income rates 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 our equity shares or ADSs;

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·if an election is made to be a “qualified electing fund” (as the term is defined in relevant provisions of the U.S. tax laws), include in their taxable income their pro rata share of undistributed amounts of our income; or

·if the equity shares are “marketable” 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, recognize 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.

In addition, certain information reporting obligations (i.e., filing Internal Revenue Service Form 8621) may apply to U.S holders if we are determined to be a passive foreign investment company.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP, ACQUISITION OR DISPOSITION OF OUR 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 8-2-337, Road No. 3, Banjara Hills, Hyderabad, Telangana, 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 foreign exchange risk arises from our foreign operations, foreign currency revenues and expenses (primarily in U.S. dollars, Russian roubles, British pound sterling and Euros) and foreign currency borrowings in U.S. dollars, Russian roubles, Ukranian hryvnias and 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 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, we use both derivative and non-derivative financial instruments, such as foreign exchange forward contracts, option contracts, currency swap contracts and foreign currency financial liabilities, to mitigate the risk of changes in foreign currency exchange rates in respect of our highly probable forecast transactions and recognized assets and liabilities. We do not use derivative financial instruments for trading or speculative purposes.

We had the following derivative financial instruments to hedge the foreign exchange rate risk as of March 31, 20152018:

CategoryInstrumentCurrencyCross CurrencyAmounts in
millions
Buy/Sell
Hedges of recognized assets and liabilitiesForward contractU.S.$INRU.S.$72Sell
Forward contractGBPU.S.$GBP31Buy
Forward contractU.S.$RUBU.S.$38Buy
Option contractU.S.$INRU.S.$65Sell
Hedges of highly probable forecast transactionsForward contractRUBINR RUB1,080Sell
Option contractU.S.$INR U.S.$240Sell

Sensitivity Analysis of Exchange Rate Risk.

In respect of our forward and 2014option 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.1,277/(1,338) million increase/(decrease) in our hedging reserve and an approximately Rs.403/(308) million increase/(decrease) in our net profit as at March 31, 2018.

For a detailed analysis of our foreign exchange rate risk, please refer to Notes 29 and 30 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 have not entered into any material derivative contracts to hedge our exposure to fluctuations in commodity prices.

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Interest Rate Risk

As of March 31, 2018, we had loans of Rs.42,592 million (excluding finance lease obligations) carrying a floating interest rate. These loans expose us to risks of changes in interest 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.

Interest Rate Profile.

The interest rate profile of our short term borrowings from banks is as follows:

  As at March 31, 
  2018  2017 
  Currency  Interest Rate  Currency  Interest Rate 
Packing credit borrowings  USD   1 Month LIBOR + (30) to 30 bps   USD   1 Month LIBOR + (30) to 1 bps 
   -   -   USD   0.01%
   -   -   INR   T-Bill + 30bps 
   INR   6.00%  INR   6.92% to 6.95% 
   RUB   6.75%  RUB   9.95%
Other foreign currency borrowings  USD   1 Month/3 Months LIBOR + 65 to 85 bps   USD   1 Month LIBOR + 40 to 60 bps 
   UAH   18.00%  -   - 
   RUB   8.20%  RUB   10.48%

The interest rate profile of our long-term loans and borrowings is as follows:

  As at March 31, 
  2018  2017 
  Currency  Interest Rate  Currency  Interest Rate 
Foreign currency borrowings  

USD

 

   

1 Month LIBOR + 45 to 82.7 bps

 

   

USD

 

   

1 Month LIBOR + 82.7 bps

 

 
   EUR   0.81%  -   - 

Maturity profile.

The aggregate maturities of interest-bearing long-term loans and borrowings (excluding finance lease obligations), based on contractual maturities, as of March 31, 2018 are as follows:

Maturing in the year ending

March 31,(1)

   
2019 Rs.- 
2020  4,064 
2021  6,346 
2022  1,131 
2023  13,035 
Thereafter  - 
  Rs.24,576 

(1)Long-term debt obligations disclosed in the above table do not reflect any netting of transactions costs of Rs.117.

Counter-party risk encompasses settlement risk on derivative contracts and credit risk on cash and 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.

In respect of our interest rate swap, a 10% decrease/increase in the respective interest rates would have resulted in an approximately Rs.18/(20) million increase/(decrease) in our hedging reserve and an approximately Rs.2/(3) million increase/(decrease) in our net profit as at March 31, 2018.

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Consolidated income statementITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities.

Not applicable.

B. Warrants and Rights.

Not applicable.

C. Other Securities.

Not applicable.

D. American Depositary 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 yearsissuance 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 actionsAssociated Fee
(a) Depositing or substituting the underlying sharesIssuing 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 dividendsDistribution of dividends.U.S.$0.02 or less per ADS (U.S.$2.00 per 100 ADSs).
(c) Selling or exercising rightsDistribution 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.
(d) Withdrawing an underlying securityAcceptance 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 receiptsTransfers, 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.
(g) Other

Expenses incurred on behalf of holders in connection with:

·   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.

The amount of such expenses incurred by the Depositary.

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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 paid by Depositary

Direct Payments

The Depositary has agreed to reimburse certain reasonable expenses related to our ADS program and incurred by us in connection with the program. In the year ended March 31, 2015, 20142018, the Depositary reimbursed us for an amount of U.S.$583,276. The amounts the Depositary reimburses are not related to the fees collected by the Depositary from ADS holders. Under certain circumstances, including termination of our ADS program prior to May 11, 2022, 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 2013

Consolidated statement of comprehensive income for the yearsamounts reimbursed during the fiscal year ended March 31, 2015, 20142018.

Category of expensesAmount reimbursed during the year
ended March 31, 2018
Legal and accounting fees incurred in connection with preparation of Form 20-F and ongoing SEC compliance and listing requirementsU.S.$583,276
Listing feesNone
Investor relationsNone
Advertising and public relationsNone
Broker reimbursementsNone

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 2013investor relations advice. The Depository has not paid any expenses on our behalf.

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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

Not applicable.

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Consolidated statement of changes in equity for the years ended March 31, 2015, 2014 and 2013

 

Consolidated statementITEM 15. CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures

As of cash flows for the years ended March 31, 2015, 2014 and 2013

Notes toend of the consolidated financial statements

Our financial statements included inperiod covered by this Annual Report onForm 20-F, have been prepared 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, 2018, 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.

(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. The

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 included hereinin accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that our receipts and expenditures are forbeing made only in accordance with authorizations of our three most recent fiscal years.

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.

AmountBecause of Export Salesits 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.

For

Our management conducted an assessment of the year endedeffectiveness of our internal control over financial reporting as of March 31, 2015,2018 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this assessment, our export revenues (i.e., revenues from all geographies other than India) were Rs.127,031 million, and accounted for 86%management has concluded that our internal control over financial reporting was effective as of March 31, 2018.

The effectiveness of our total revenues.

Legal Proceedings

Refer to Note 36internal control over financial reporting as of our consolidated financial statements.

Dividend Policy

In the years ended March 31, 2013, 2014 and 2015, we paid cash dividends of Rs. 13.75, Rs.15.00 and Rs. 18.00 respectively, per equity share. Every year2018 has been audited by KPMG, the independent registered public accounting firm that audited 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 12, 2015, the Board of Directors proposedstatements, as stated in their report, a dividend per share of Rs.20 and aggregating to Rs.3,408 million plus an additional amount of Rs.694 million, which is intended to equal the applicable dividend tax, allcopy of which is subject to the approval of our shareholders.

Holders of our ADSs are entitled to receive dividends payableincluded in this annual report 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 ADSsForm 20-F.

Bonus Debentures

On March 31, 2010, our Board of Directors approved a scheme for the issuance (“in-kind”, i.e., for no cash consideration) to our shareholders of 9.25% unsecured, non-convertible, redeemable debentures (sometimes referred to as our “bonus debentures”), to be effected by way of capitalization of our retained earnings. The scheme was subject to the successful receipt of necessary approvals of our shareholders, the High Court of Andhra Pradesh, India and other identified regulatory authorities as mentioned in the scheme. All necessary approvals to effectuate the scheme, including that of the High Court, were received during the year ended March 31, 2011. Accordingly, on March 24, 2011, we issued these bonus debentures to our shareholders. These bonus debentures matured on March 24, 2014 and were redeemed by us for cash in an amount equal to their face value of Rs. 5 each, along with the third and final interest payment thereon. The aggregate principal payment for all such bonus debentures on March 24, 2014 was Rs.5,078 million.

8.B.Significant changes

In April 2015, we entered into a definitive agreement with UCB India Private Limited and other UCB group companies (together referred to as “UCB”) to acquire a select portfolio of established products business in the territories of India, Nepal, Sri Lanka and Maldives. The purchased business was acquired on a slump sale basis (an Indian tax law concept which refers to the transfer of a business as a going concern without values being assigned to individual assets and liabilities). The transaction includes approximately 350 employees engaged in operations of the acquired India business. The acquisition is expected to strengthen our presence in the areas of dermatology, respiratory and pediatric products. The total purchase consideration was Rs.8,000 million. The acquisition was closed on June 16, 2015.

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 BSE Limited (formerly known as the Bombay Stock Exchange Limited) (“BSE”) and for our ADSs on the New York Stock Exchange (“NYSE”).

   BSE   NYSE 
   Price Per Equity Share(1)   Price Per ADS(1) 

Year

Ended March 31,

  High (Rs.)   Low (Rs.)   High
(U.S.$)
   Low
(U.S.$)
 

2011

   1,855.00     1,160.00     41.80     24.17  

2012

   1,770.80     1,387.00     39.37     28.75  

2013

   1,968.60     1,528.00     36.73     27.28  

2014

   2,939.80     1,766.30     47.93     31.32  

2015

   3,662.00     2,250.00     59.02     38.23  

   BSE   NYSE 
   Price Per Equity Share(1)   Price Per ADS(1) 

Quarter Ended

  High (Rs.)   Low (Rs.)   High
(U.S.$)
   Low
(U.S.$)
 

June 30, 2013

   2,230.00     1,766.30     38.74     32.78  

September 30, 2013

   2,471.70     2,025.00     39.95     31.32  

December 31, 2013

   2,554.00     2,313.00     41.42     38.00  

March 31, 2014

   2,939.80     2,460.00     47.93     39.39  

June 30, 2014

   2,783.00     2,250.00     46.24     38.23  

September 30, 2014

   3,353.85     2,598.10     53.67     43.03  

December 31, 2014

   3,662.00     2,883.40     59.02     45.67  

March 31, 2015

   3,570.00     3,010.00     58.25     47.52  

   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, 2014

   3,280.00     2,883.40     52.79     45.67  

November 30, 2014

   3,635.00     3,172.75     58.85     51.92  

December 31, 2014

   3,662.00     3,060.00     59.02     48.34  

January 31, 2015

   3,400.00     3,013.55     54.65     47.52  

February 28, 2015

   3,431.00     3,010.00     54.60     49.01  

March 31, 2015

   3,570.00     3,308.00     58.25     53.14  

 

(1)/s/G.V. Prasad

Source: www.bseindia.com

/s/Saumen Chakraborty
Co-Chairman and www.adr.com, respectively.

Chief Executive Officer
President and Chief Financial Officer

9.B.Plan of distribution

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Not applicable.

9.C.(c)Markets

Markets on Which Our Shares Trade

Our equity shares are traded on the BSE Limited (formerly known as 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.

Markets on Which Our Debentures Trade

Our unsecured, redeemable, non-convertible, fully paid-up bonus debentures (as described in Section 8.A. above), were traded on the Indian Stock Exchanges until February 19, 2014. They were redeemed for cash on March 24, 2014. These bonus debentures were not registered in the United States and were publicly traded solely in India.

9.D.Selling shareholders

Not applicable.

9.E.Dilution

Not applicable.

9.F.ExpensesAttestation Report of the issueRegistered Public Accounting Firm.

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, Hyderabad, Telangana, India, with Company Identification No. L85195AP1984PLC004507. Our company’s registration number changed to L85195TG1984PLC004507 effective as of June 2, 2014.

Our registered office is located at 8-2-337, Road No. 3, Banjara Hills, Hyderabad, Telangana 500 034, India and the telephone number of our registered office is +91-40-49002900. The summary of our Articles of Association and Memorandum of Association that is included in our registration statement onForm F-1 filed with the U.S. Securities and Exchange Commission (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 onForm 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 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.

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 July 19, 2010 to provide for the capitalization or utilization of undistributed profit or retained earnings or security premium account or any other reserve or fund of ours with the approval of our shareholders in connection with our bonus 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 thisForm 20-F.

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 from 26% to 26%49% 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%. However, unlike Foreign Direct Investments in new pharmaceutical projects (sometimes called “greenfield” investments), Foreign Direct Investments in existing Indian pharmaceutical companies (sometimes called “brownfield” investments) are nonetheless subject to approval by the Foreign Investment Promotion Board in excess of 74% (which can incorporate conditions for its approval at the time of grant). Thus, foreign ownership of up to 100%in excess of 74% of our equity shares would be allowed but would require certain approvals.

The Ministry of Finance abolished the Foreign Investment Promotion Board in May 2017 and the processing of applications for Foreign Direct Investment and approval of the Government thereon under the Policy and FEMA, was transferred to be handled by the concerned Ministries/Departments in consultation with the Department of Industrial Policy Promotion.

Portfolio Investment Scheme

Investments by

Under Indian law, persons or entities residing outside of India cannot acquire securities of an Indian company listed on a stock exchange (“Portfolio Investments”) unless such non-residents are (a) persons of Indian nationality or origin residing outside of India (also known as Non-Resident Indians or “NRIs”) or (b) registered Foreign Institutional Investors (“FIIs”) made through a stock exchange are known as portfolio investmentsor Foreign Portfolio Investors (“Portfolio Investments”FPIs”).

112

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 investmentsPortfolio 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.

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

Portfolio Investments by FPIs

Effective June 1, 2014, the regime permitting Portfolio Investments by FIIs has been replaced with respectthe SEBI (Foreign Portfolio Investors) Regulations, 2014 (the “FPI Regulations”), a new regime permitting Portfolio Investments by Foreign Portfolio Investors (“FPIs”). FPIs are subject to purchaseownership limits in Portfolio Investments, as further described below, and only certain categories of FPIs may invest or saledeal in “offshore derivative instruments” (defined under the FPI Regulations as any instrument which is issued overseas by a FPI against underlying securities held by it that are listed or proposed to be listed on any recognized stock exchange in India). FPIs are required to be registered with the designated depositary participant on behalf of SEBI subject to compliance with “Know Your Customer” rules.

Certain FIIs may continue to remain eligible to make Portfolio Investments for a limited time under the transition rules. Any FII or Qualified Foreign Investor (“QFI”) who holds a valid certificate of registration will be deemed to be a FPI until the expiration of three years from the date on which fees have been paid per the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995. All existing FIIs and sub accounts, subject to payment of conversion fees specified in the FPI Regulations, may continue to buy, sell or otherwise deal in securities subject to the provisions of an Indian companythe FPI Regulations, until the earlier of (i) expiration of its registration as a FII or sub-account, or (ii) obtaining a certificate of registration as a FPI. Effective as of June 1, 2015, a QFI must obtain a certificate of registration as a FPI in order to be eligible to buy, sell or otherwise deal in securities.

Subject to compliance with the FPI Regulations, a FPI may issue or otherwise deal in “offshore derivative instruments” (defined under the FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it that are listed or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an FIIappropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with “know your client” norms. Offshore derivative instruments may not be dealt with by “Category III” FPIs, or by unregulated broad based funds which are classified as “Category II” FPIs by virtue of their investment manager being appropriately regulated. A FPI is in Schedule 2 and Regulation 5(2)also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority.

In furtherance of the FPI Regulations, the RBI amended relevant provisions of Foreign Exchange Management (Transfer or Issue of SecuritiesSecurity by a Person Resident Outsideoutside India) Regulations, 2000.2000 by a notification dated March 13, 2014. The portfolio investor registered in accordance with the FPI Regulations would be called a “Registered Foreign Portfolio Investor” (or “RFPI”). Accordingly, a RFPI may purchase and sell shares and convertible debentures of an Indian company through a registered broker as well as purchase shares and convertible debentures offered to the public under the FPI Regulations.

113

Further, a RFPI may sell shares or convertible debentures so acquired (i) in an open offer in accordance with the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; or (ii) in an open offer in accordance with the Securities Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; or (iii) through buyback of shares by a listed Indian company in accordance with the Securities Exchange Board of India (Buy-back of Securities) Regulations, 1998. A RFPI may also acquire shares or convertible debentures (i) in any bid for, or acquisition of securities in response to an offer for disinvestment of shares made by the central government or any state government of India; or (ii) in any transaction in securities pursuant to an agreement entered into with merchant banker in the process of market making or subscribing to unsubscribed portion of the issue in accordance with Chapter XB of the SEBI (ICDR) Regulations, 2009.

Ownership restrictions

The SEBI and the RBI regulations restrict portfolio investments in Indian companies by FIIs, NRIs, RFPIs and OCBs, all of which we refer to as “foreign portfolio investors.” Under current Indian law, FIIs or FPIs may 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 ana publicly traded 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 or FPI 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. If multiple entities have at least 50% overlap in their ownership (direct or ultimate beneficial owners), then such entities shall be treated as part of the same group and the above percentage of FPI investment limit shall apply to the entire group as if they were a single FPI.

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 or FPIs unless they convert their ADSs into equity shares.

As of March 31, 2015,2018, FIIs and FPIs collectively held 38.86%30.25% of our equity shares and NRIs held 1.27%1.10% of our equity shares.

In September 2011, the Securities and Exchange Board of India (“SEBI”) enacted the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “2011 Takeover Code”), which replaces the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Under the 2011 Takeover Code, upon acquisition of shares or voting rights in a publicly listed Indian company (the “target company”) such that the aggregate shareholding of the acquirer (meaning a person who directly or indirectly, acquires or agrees to acquire shares or voting rights in the target company, or acquires or agrees to acquire control over the target company, either alone or together 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 of the shares or voting rights in a target company must disclose every sale or acquisition of shares representing 2% or more of the shares or voting rights 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.

114

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 for an open offer on the date on which it is agreed to acquire such shares or voting rights. Such open offer shall only be for such number of shares as is required to adhere to the maximum permitted non-public shareholding.

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.

We have entered into listing agreements with each of

Pursuant to the 2011 Takeover Code, we must report to the Indian stock exchanges on which our equity shares are listed, pursuant to which we must report to the stock exchanges any disclosures made to us pursuant to theunder 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

Holders of ADSs may be required to comply with such notification and disclosure obligations pursuant to the provisions of the Deposit Agreement entered into by such holders, our company and 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 (the “Foreign Exchange Management Regulations”) 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; 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.

However, a transfer of shares from a NRI to a non-resident (who is not a not a NRI or OCB) requires the prior approval of the Reserve Bank of India.

 

(iii)

A person resident outside India holding the shares or convertible debentures of an Indian company in accordance with the Foreign Exchange Management Regulations, (a) may transfer such shares or convertible debentures to a person resident in India by way of gift; or (b) may sell such shares or convertible debentures 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.

The RBI further superseded the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, FEMA 20/2000-RB and FEMA 24/20000-RB, both dated May 3, 2000, as amended from time to time, by notifying implementation of Foreign Exchange Management (Transfer or Issue of Securities by a person Resident Outside India) Regulations, 2017 on November 7, 2017 (the “New Foreign Exchange Management Regulations”). These regulations consolidate all the amendments at one place and also incorporate certain new concepts with respect to the issue or transfer of securities of an Indian company by a person resident outside India.

The NewForeign Exchange ManagementRegulations give the readers a consolidated view of the transfer or issue of securities by a person resident outside India and also clarifies several aspects of Foreign Direct Investment (“FDI”). These Regulations aim towards further simplification and provide greater clarity on differentiation between FDI and FPI.

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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 sectoralsectorial caps.

The Ministry of Finance, Government of India, has enacted The Depository Receipts Scheme, 2014 (the “Depository Receipts Scheme”) effective as of December 15, 2014. In order to facilitate the issuance of depository receipts by Indian companies outside India, the Depository Receipts Scheme repeals the former provisions dealing with depository receipts in the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993. The Depository Receipts Scheme now governs the issue or transfer of permissible securities to a foreign depository by eligible persons and defines the rights and duties of a foreign depository and obligations of a domestic custodian. The Depository Receipts Scheme has not been fully implemented yet.

There are certain relaxations provided under the Depository Receipts Scheme subject to prior approval of the Ministry of Finance. For example, a registered broker is permitted to purchase shares of an Indian company on behalf of a person resident outside of India for the purpose of converting those shares into ADSs. However, such conversion is subject to compliance with the provisions of the Depository Receipts Scheme and the periodic guidelines issued by the regulatory authorities. Therefore depository receipts converted into Indian shares may be converted back into depository receipts, subject to certain limits of sectorial caps.

Under the Depository Receipts Scheme, a foreign depository may take instructions from depository receipts holders to exercise the voting rights with respect to the underlying equity securities. Additionally, a domestic custodian has been defined to include a custodian of securities, an Indian depository, a depository participant or a bank having permission from SEBI to provide services as custodian. Further, the Depository Receipts Scheme provides that the aggregate of permissible securities which may be issued or transferred to foreign depositories for issue of depository receipts, along with permissible securities already held by persons resident outside India, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999.

The Department of Economic Affairs, Ministry of Finance made amendments to certain provisions of the Securities Contracts (Regulation) Rules, 1957 vide Securities Contracts (Regulation) (Amendment) Rules, 2015, on February 25, 2015. An amended definition of “public shareholding” has introduced to define equity shares of the Company held by the public to include shares underlying depository receipts if the holder of such depository receipts has the right to issue voting instruction and such depository receipts are listed on an international stock exchange in accordance with the Depository Receipts Scheme.

Fungibility of ADSs

A registered broker in India can purchase shares of an Indian company that issued ADSs, on behalf of a person residing outside India, for the purposes of converting the shares into ADSs.

The Depository Receipts Scheme states that the aggregate of permissible securities which may be issued or transferred to foreign depositories for issue of depository receipts, along with permissible securities already held by persons resident outside lndia, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999. However, the Depository Receipts Scheme has not yet been fully implemented.

Transfer of ADSs

A person resident outside India may transfer ADSs held in an Indian companiescompany 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.

116

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.

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

·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.

 

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

The Finance Act 2016 amended section 6 of the Income-tax Act. Pursuant to the amended provision, a company is deemed to be a resident ofin India in any previous year, if (i) it is a company formed under the Income-tax Act if itlaws of India; or (ii) its place of effective management, in that year, is formed or registered in India or the control and the management of its affairs is situated wholly in India. For such purposes, "place of effective management" means a place where key management and commercial decisions that are necessary for the conduct of business of an entity as a whole are in substance made.

Individuals and companies that are not residents of India would beare 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 to their shareholders (whether resident in India or not) are not subject to tax in the hands of the shareholders.shareholders, except as discussed in paragraph (b) below. For periods prior to March 31, 2013, Indian companies were liable to pay a dividend distribution tax (“DDT”) at the rate of 16.22%, inclusive of applicable surcharges, and a special 2% levy called the “Education Cess” and a special 1% levy called the “Secondary and Higher Education Cess” (hereinafter, the “education cess”). Effective April 1, 2013, the Finance Act, 2013 increased the surcharge on the DDT from 5% to 10%, which resulted in an increase in the effective rate of DDT from 16.22% to 16.995%. The Finance Act (No 2) 2014 amended section 115-O, which requires grossing up of the dividend amount distributed for purposes of computing DDT. Pursuant to the amendment, effective October 1, 2014, the effective rate of DDT increased from 16.995% to 19.994%, inclusive of surchargeapplicable surcharges and education cess, and as a result, dividend amounts receivable by our shareholders after taxes are reduced. Furthermore, asAs a result of the increase in rate of surcharge in the Finance Act, 2015, effective April 1, 2015, the effective rate of DDT has further increased from 19.994% to 20.3576%.

Furthermore, the Finance Act, 2018 replaced Education Cess of 2% and the Secondary and Higher Education Cess of 1% with a Health and Education Cess of 4% (hereinafter, the “education cess”). Pursuant to the Finance Act, 2018, effective April 1, 2018, the effective rate of DDT has further increased from 20.3576% to 20.5553%.

b)The Finance Act, 2018 amended section 115R of the Indian Income Tax Act 1961, according to the amendment, any income is distributed by a Mutual Fund being, an equity oriented fund to its unit holders, the mutual fund shall be liable to pay additional income tax on such distributed income at a 10% rate, plus applicable surcharges and the education cess.

c)Dividends received by resident individuals, HUFs or firms exceeding Rs.1,000,000 are taxable at a 10% rate. This tax will not be withheld by the company paying the dividend and has to be paid by the shareholder receiving such dividend.

d)Any distributions of additional ADSs or equity shares by way of bonus shares (i.e., stock dividends) to resident or non- resident holders will not be subject to Indian tax.

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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- 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 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;

·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 and an employee from the transfer of the ADSs will be subject to tax at the rate of 10%, plus the applicable surcharges and the education cess; short-term capital gains on such a transfer will be taxed at graduated rates with a maximum of 30%, plus the applicable surcharges and the 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%, excluding the applicable surcharges and the Education Cess; and short-term capital gains on such a transfer will be taxed at the rate of tax applicable to the seller; and
·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. However, effective as of April 1, 2018, long-term capital gains on sales of equity shares in excess of Rs.100,000 are subject to tax at a rate of 10% without indexation. However, gains incurred on or prior to January 31, 2018 will be grandfathered. Consequently, the current exemption under Section 10(38) of the Income-tax Act has been withdrawn and short term capital gain is taxed at 15%, excluding the applicable surcharges and the Education Cess, if the sale of such equity shares is settled on a recognized stock exchange and the applicable securities transaction tax (“STT”) is paid on such sale.

 

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%, excluding the applicable surcharge and education cess; and short-term capital gains on such a transfer will be taxed at the rate of tax applicable to the seller; and

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%, excluding 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.

As per the Finance Act, 2013,2015, the rate of surcharge for Indian companies having total taxable income exceeding Rs.10,000,000 but not exceeding Rs.100,000,000 is 5%7% and in the case of Indian companies whose total taxable income is greater than Rs.100,000,000, the applicable surcharge is 10%12%. For foreign companies, the rate of surcharge is 2% if the total taxable income exceeds Rs.10,000,000 but does not exceed Rs.100,000,000 and it is 5% if the total taxable income of the foreign company exceeds Rs.100,000,000.

The Finance Act, 2016 has increased the surcharge for individuals having income exceeding Rs.10,000,000 from 12% to 15%.

As per the Finance Act, 2017, the rate of surcharge for every individual or Hindu undivided family or association of persons or body of individuals, whether incorporated or not, or every artificial juridical person referred to in sub-clause (vii) of clause (31) of section 2 of the Income-tax Act having income exceeding Rs.5,000,000 but not exceeding Rs.10,000,000 is 10%.

As discussed above, the Finance Act, 2018 replaced the Education Cess, which imposed a 2% income tax, and the Secondary and Higher Education Cess, which imposed a 1% income tax, with a new Health and Education Cess, which imposes a 4% income tax.

All assessees, including individuals, whose advance tax payable is Rs.10,000 or more during the year are required to pay advance tax in four installments as follows:

Due Date of InstallmentAmount Payable
On or before June 15Not less than 15% of such advance tax.
On or before September 15Not less than 45% of such advance tax, as reduced by the amounts (if any) paid in earlier installments.
On or before December 15Not less than 75% of such advance tax, as reduced by the amounts (if any) paid in earlier installments.
On or before March 15The whole amount of such advance tax, as reduced by the amounts (if any) paid in earlier installments.

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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. The Finance Act, 2017 amended section 10(38) to provide that exemption under this section for capital gains arising upon the transfer of equity shares acquired on or after October 1, 2004 shall not be available if STT is not chargeable on the acquisition of such equity shares, unless the acquisition of equity shares falls within the scope of certain STT payment exceptions specified by the Central Government in a notification. The Finance Act, 2018, withdrew the exemption under Section 10(38) effective as of April 1, 2018.

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 the applicable surchargesurcharges and the education cess.

As per the Finance Act, 2004, as modified by the Finance Act, 2008 and the Finance Act, 2013, in a sale and purchase of securities entered into through a recognized stock exchange, a Securities Transaction Tax (“STT”) may be imposed upon one or both of the parties as follows:

 

With respect to a sale and purchase of equity shares (i) both the buyer and seller are required to pay a STT at the rate of 0.1% of the transaction value of the securities, if the transaction is a delivery based transaction (i.e., the transaction involves actual delivery or transfer of shares); or (ii) the seller of the shares is required to pay a STT at the rate of 0.025% of the transaction value of the securities, if the transaction is a non-delivery based transaction (i.e., the transaction is settled without taking delivery of the shares).

·With respect to a sale and purchase of equity shares (i) both the buyer and seller are required to pay a STT at the rate of 0.1% of the transaction value of the securities, if the transaction is a delivery based transaction (i.e., the transaction involves actual delivery or transfer of shares); or (ii) the seller of the shares is required to pay a STT at the rate of 0.025% of the transaction value of the securities, if the transaction is a non-delivery based transaction (i.e., the transaction is settled without taking delivery of the shares).

 

With respect to a sale and purchase of an option with respect to securities (i) upon the sale of the option, the seller is required to pay a STT at the rate of 0.017% of the option premium; and (ii) upon exercise of the option, the buyer is required to pay a STT at the rate of 0.125% of the settlement price.

·With respect to a sale and purchase of an option with respect to securities (i) upon the sale of the option, the seller is required to pay a STT at the rate of 0.05% of the option premium; and (ii) upon exercise of the option, the buyer is required to pay a STT at the rate of 0.125% of the settlement price.

 

·With respect to a sale and purchase of futures with respect to securities, the seller is required to pay a STT at the rate of 0.01% of the transaction value.

With respect to a sale and purchase of futures with respect to securities, the seller is required to pay a STT at the rate of 0.01% of the transaction value.

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, MumbaiBombay 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.

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- 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) at the rate of 30% excluding the prevailing surcharge and education cess in the case of resident 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).

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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 the source according to the capital gains tax liability of a non-resident shareholder. Furthermore, in the case of a buy-back of unlisted securities as per section 115QA of the Finance Act 2013, unlisted domestic companies are subject to tax on the buy-back of their securities. However, section 10(34A) of the Finance Act 2013 exempts shareholders from the gain, if any, arising from such transaction.

Stamp Duty and Transfer Tax.Upon issuance of the equity shares underlying our ADSs, we are required to pay a stamp duty of Rs.0.3 per share certificate evidencing such 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 duty is borne by the transferee. Shares must be traded in dematerialized form. The issuance or transfer of shares in dematerialized form is currently not subject to stamp duty.

Wealth Tax.The holding Wealth Tax was abolished effective as 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.April 1, 2015.

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 fees or commissions paid to stockbrokers in connection with the sale or purchase of shares is subject to a service tax of 12.36%. The stockbroker is responsible for collecting the service tax from the shareholder and paying it to the relevant authority. Effective June 1, 2015, the Finance Act 2015 increased the rate of service tax from 12.36% (inclusive of surcharge and cess) to a consolidated rate of 14%. Furthermore, effective November 2015, the service tax of 14% was increased by an additional 0.5% cess called the “Swatch Bharat Cess” to a consolidated rate of 14.50%. Effective June 1, 2016, the Finance Act 2015 has also introduced a “Swachh Bharat2016 further increased the service tax rate to 15% through introduction of another 0.5% cess called the “Krishi Kalyan Cess”. Effective July 1, 2017, GST is applicable on allsuch fees or certain taxable services (as determined bycommissions at the revenue department of the Government of India) at a rate of 2% on the value of such taxable services, the notification for which is still awaited.18%.

Material United States Federal TaxationIncome and Estate Tax Consequences

The following is intended only as a descriptive 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 our equity shares or ADSs and is for general information only.only and does not purport to be a complete analysis or listing of all potential tax effects relevant to the ownership or disposition of our equity shares or ADSs. 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 our 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 organized in the United States or under the laws of the United States or any state thereof or 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 having a valid election to be treated as U.S. persons in effect under U.S. Treasury Regulations or for which a U.S. court exercises primary supervision and a U.S. person has the authority to control all substantial decisions.

This summary is limited to U.S. holders who will hold our equity shares or ADSs as capital assets (generally, property held for investment). In addition, this summary is limited to U.S. holders who are not residentresidents 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, including any entity treated as a partnership for U.S. federal income tax purposes, holds theour 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 our equity shares or ADSs should consult his, her or its own tax advisor regarding the tax treatment of an investment in theour equity shares or ADSs.

This summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks, insurance companies, certain financial institutions, regulated investment companies, real estate investment trusts, broker dealers, traders in securities that elect to use the mark–to-market method of accounting, United States expatriates, persons liable for alternative minimum tax, persons holding ADSsour equity shares or equity sharesADSs through partnerships or other pass-through entities, persons that have a “functional currency” other than the U.S. dollars, tax-exempt entities, persons that will hold our equity shares or ADSs as a position in a straddle, hedging, conversion“straddle” or integratedas part of a “hedging” or “conversion” transaction for tax purposes or holders of 10% or more, by voting power or value, of our shares. This summary is based on the U.S. Internal Revenue Code of 1986, 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 is subject to change, which change could apply retroactively, or the Internal Revenue Service may interpret existing authorities differently, any of which could affect the tax consequences described below. This summary does not address the U.S. federal tax laws other than income or estate tax, and does not address U.S. state or local or non-U.S. tax laws.

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EACH INVESTOR OR 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 OUR EQUITY SHARES OR ADSS.ADSs.

Ownership of ADSs. For U.S. federal income tax purposes, holders of our ADSs will generally be treated as the holders of equity shares represented by such ADSs. Accordingly, the conversion of ADSs into equity shares will not be subject to United States federal income tax.

Dividends. Subject to the passive foreign investment company rules described below, except for ADSsour equity shares or equity shares,ADSs, if any, distributed pro rata to all of our shareholders, including holders of our ADSs, the gross amount of any distributions of cash or property with respect to ADSsour equity shares or equity sharesADSs (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 in respect of dividends received from other United States corporations. 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 theour equity shares or ADSs, and thereafter as capital gain.

With respect to certain non-corporate U.S. holders, subject to certain limitations, including certain limitations based on taxable income and filing status, qualifying 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 (including the requirement that the non-corporate U.S. holder holds the ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date). 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. Our ADSs are traded on the New York Stock Exchange, an established securities market in the United States as identified by Internal Revenue Service guidance. 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.

EACH U.S. HOLDER SHOULD CONSULT ITS OWNS TAX ADVISOR REGARDING THE TREATMENT OF DIVIDENDS AND SUCH HOLDER’S ELIGIBILITY FOR REDCUED RATE OF TAXATION UNDER THE LAW IN EFFECT FOR THE YEAR OF THE DIVIDEND.

Qualifying dividends will generally be taxed at a maximum income tax rate of 15%. However, (i) individuals except for U.S. holders with taxable income above $400,000 and (ii) married couplesincomes exceeding $425,800 or, in the case of taxpayers filing joint tax returns, with taxable income above $450,000incomes exceeding $479,000 which will be subject to tax at the rate of 20% on such qualifying dividends. Further, individualsqualifying dividends received by U.S holders with taxable incomeincomes less than $39,600 and married couple$38,600 or, in the case of taxpayers filing joint returns, with taxable income less than $73,800$77,200 will be subject to tax at the rate of 0% on such qualifying dividends. 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 ADSsour equity shares or equity sharesADSs may 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 ADSsour equity shares or equity sharesADSs generally will be foreign source income, 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. The rules governing the foreign tax credit are very complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

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 autilizing the 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.holder. Generally, any gain or loss if any, resulting from currency exchange fluctuations during the period from the date the dividend is paiddate to the date such payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss. You are urged to consult your tax advisors regarding the taxation of currency gain or loss.

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EACH U.S. HOLDER SHOULD CONSULT ITS OWNS TAX ADVISOR REGARDING THE TREATMENT OF DIVIDENDS AND SUCH HOLDER’S ELIGIBILITY FOR REDUCED RATE OF TAXATION UNDER THE LAW IN EFFECT FOR THE YEAR OF THE DIVIDEND.

Sale or exchange of our equity shares or ADSs. Subject to the passive foreign investment company rules described below, a U.S. holder generally will recognize gain or loss on the sale or exchange of our 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 thesuch 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 thesuch equity shares or ADSs, as the case may be, were held for more than one year.year (currently long-term capital gains are taxed at maximum of 20%). 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. In the case of capital losses, a U.S. holder is eligible to claim a capital loss deduction subject to significant limitations. If a U.S. holder is unable to claim these losses on its, his or her U.S. Federal Tax Return, the U.S. holder may be eligible to carryover the amount of the unused capital loss to future years, subject to additional limitations provided under U.S. tax regulations. Capital gains realized by a U.S. holder upon the sale of our equity shares (but not ADSs) may be subject to certain tax in India. See “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 U.S. holder who is a citizen or resident of the United States for U.S. federal estate tax purposes may have the value of theour 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 theour 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.

Additional Tax on Investment Income. U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds (the lesser of the U.S holder’s net investment income or modified adjusted gross income, to that extent such amount in a taxable year exceeds $200,000.00 or, in the case of taxpayers filing joint tax returns, $250,000.00) will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, our equity shares or ADSs, subject to certain limitations and exceptions.

Backup withholding tax and information reporting requirements. Any dividends paid on, or proceeds from a sale of, our 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 28%24%) 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 under penalty of perjury that such number is correct and 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.

Certain U.S. holders are required to report information with respect to their investment in our equity shares or ADSs not held through a custodial account with a U.S. financial institution on Internal Revenue Service Form 8938, which must be attached to the U.S. holder’s annual income tax return. Investors who fail to report required information could become subject to substantial penalties. In addition, a U.S. holder should consider the possible obligation to file online a FinCEN Form 114 – Foreign Bank and Financial Accounts Report as a result of holding ordinary shares or ADSs. Each U.S. holder should consult its tax advisor concerning its obligation to file new Internal Revenue Service Form 8938.

8938 and/or FinCEN Form 114.

Passive foreign investment 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

·75% or more of its gross income for the taxable year is passive income; or

 

·on average for the taxable year, 50% or more of the total value of its assets produce or are held for the production of passive income (as of the end of each quarter of its taxable year).

at least 50% of the total value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets, including cash, which produce passive income or are held for the production of passive income.

We do not believe that we satisfy either of the tests for passive foreign investment company status for the current fiscal year ended March 31, 2015.2018. Because this determination is made on an annual basis and depends on a variety of factors (including the value of theour ADS), 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, dividends would not be eligible for the preferential tax treatment applicable to qualified dividends income but would instead be taxable at rates applicable to ordinary income. Further, if we were to be a passive foreign investment company for any taxable year, U.S. holders:holders would be required to:  

 

·pay an interest charge together with tax calculated at ordinary income rates 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 our equity shares or ADSs;

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may be subject to special tax rules 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;

 

may avoid the “excess distribution” rules by making a “qualified electing fund election” (as the term is defined in relevant provisions of the U.S. tax laws) and including in their taxable income their pro rata share of undistributed amounts of our income;

·if an election is made to be a “qualified electing fund” (as the term is defined in relevant provisions of the U.S. tax laws), include in their taxable income their pro rata share of undistributed amounts of our income; or

 

may avoid the “excess distribution” rules if the equity shares are “marketable” by making a mark-to-market election, in which case the U.S. holder must 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; or

·if the equity shares are “marketable” 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, recognize ordinary loss for the increase or decrease in market value for such taxable year.

 

may be subject to additional annual return requirements and may be required to file Internal Revenue Service Form 8621.

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.

In addition, certain information reporting obligations (i.e., filing Internal Revenue Service Form 8621) may apply to U.S holders if we are determined to be a passive foreign investment company.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP, ACQUISITION OR DISPOSITION OF OUR EQUITY SHARES OR ADSS.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 8-2-337, Road No. 3, Banjara Hills, Hyderabad, Telangana, 500 034, IndiaIndia.

10.I.Subsidiary information

Not applicable.

123

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 foreign exchange risk arises from our foreign operations, foreign currency revenues and expenses (primarily in U.S. dollars, Russian roubles, Venezuelan bolivars, British pound sterling and Euros) and foreign currency borrowings in U.S. dollars, Russian roubles, Ukranian hryvnias and 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 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, we use both derivative and non-derivative financial instruments, such as foreign exchange forward contracts, option contracts, currency swap contracts and foreign currency financial liabilities, to mitigate the risk of changes in foreign currency exchange rates in respect of our highly probable forecastedforecast transactions and recognized assets and liabilities. We do not use derivative financial instruments for trading or speculative purposes.

We had the following derivative financial instruments to hedge the foreign exchange rate risk as of March 31, 2015:2018:

 

Category

 Instrument Currency Cross
Currency
 Amounts in
millions
  Buy/Sell

Hedges of recognized assets and liabilities

 Forward contract U.S.$USDINRU.S.$72  RONUSD 10.0BuySell
 Forward contract GBPUSDU.S.$GBP31  INRUSD 146.9SellBuy
 Forward contract U.S.$USDRUBU.S.$38Buy
Option contractU.S.$INRU.S.$65Sell
   RUB   USD 20.0   Buy 
Hedges of highly probable forecast transactions Forward contract RUBUSDINR  RUBUSD 20.01,080  Sell
Forward contractEURUSDEUR 35.0Sell
Forward contractEURUSDEUR 6.0Buy
 Option contract USDU.S.$ INR  U.S.$USD 90.0240  Sell

Hedges of highly probable forecasted transactions

Forward contractUSDINRUSD 30.0Sell
Forward contractRUBINRRUB 300.0Sell
Option contractUSDINRUSD 250.0Sell

Sensitivity Analysis of Exchange Rate Risk.

In respect of our forward option and currency swapoption 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.1,308/(631)Rs.1,277/(1,338) million increase/(decrease) in our hedging reserve and an approximately Rs.1,598/(1,790)Rs.403/(308) million increase/(decrease) in our net profit as at March 31, 2015.

2018.

For a detailed analysis of our foreign exchange rate risk, please refer to Notes 29 and 30 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 have not entered into any material derivative contracts to hedge our exposure to fluctuations in commodity prices.

124

Interest Rate Risk

As of March 31, 2015,2018, we had foreign currency loans of Rs.37,419Rs.42,592 million (excluding finance lease obligations) carrying a floating interest rate. These loans expose us to risks of changes in interest 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.

Interest Rate Profile.

The interest rate profile of our short term borrowings from banks is as follows:

 

  As at March 31, As at March 31, 
  2015  2014 2018  2017 
  Currency   

Interest Rate

  Currency   

Interest Rate

 Currency Interest Rate Currency Interest Rate 

Packing credit borrowings

   USD    LIBOR + 10 to 40 bps   USD    LIBOR + 25 to 85 bps  USD   1 Month LIBOR + (30) to 30 bps   USD   1 Month LIBOR + (30) to 1 bps 
   EURO    LIBOR + 7.5 to 20 bps   EURO    LIBOR + 20 bps  -   -   USD   0.01%
   RUB    9.80% to 22.30%   RUB    7.20% to 7.75%  -   -   INR   T-Bill + 30bps 
   —      

—  

—  

   

 

RUB

INR

  

  

  

Mosprime + 60 bps

9.50% to 10%

  INR   6.00%  INR   6.92% to 6.95% 
  RUB   6.75%  RUB   9.95%

Other foreign currency borrowings

   —      —     EURO    LIBOR + 90 bps  USD   1 Month/3 Months LIBOR + 65 to 85 bps   USD   1 Month LIBOR + 40 to 60 bps 

Other rupee borrowings

   INR    10%   —      —  
  UAH   18.00%  -   - 
  RUB   8.20%  RUB   10.48%

The interest rate profile of our long-term loans and borrowings is as follows:

 

   As at March 31,
   2015  2014
   Currency   

Interest Rate

  Currency   

Interest Rate

Foreign currency borrowings

   

 

USD

GBP

  

  

  

LIBOR+100 to 125 bps

LIBOR+130 bps

   

 

USD

GBP

  

  

  

LIBOR+100 to 179 bps

LIBOR+130 bps

  As at March 31, 
  2018  2017 
  Currency  Interest Rate  Currency  Interest Rate 
Foreign currency borrowings  

USD

 

   

1 Month LIBOR + 45 to 82.7 bps

 

   

USD

 

   

1 Month LIBOR + 82.7 bps

 

 
   EUR   0.81%  -   - 

Maturity profile.profile.

The aggregate maturities of interest-bearing long termlong-term loans and borrowings (excluding finance lease obligations), based on contractual maturities, as of March 31, 20152018 are as follows:

 

Maturing in the year ending

March 31,

  Foreign
currency
loan
   Obligations
under
finance
leases
   Total 

2016

   Rs.6,875     Rs.87     Rs.6,962  

2017

   4,177     89     4,266  

2018

   1,875     82     1,957  

2019

   7,500     48     7,548  

2020

   —       44     44  

Thereafter

   —       512     512  
  

 

 

   

 

 

   

 

 

 
 Rs.20,427   Rs.862   Rs.21,289  
  

 

 

   

 

 

   

 

 

 

Maturing in the year ending

March 31,(1)

   
2019 Rs.- 
2020  4,064 
2021  6,346 
2022  1,131 
2023  13,035 
Thereafter  - 
  Rs.24,576 

(1)Long-term debt obligations disclosed in the above table do not reflect any netting of transactions costs of Rs.117.

Counter-party risk encompasses settlement risk on derivative contracts and credit risk on cash and 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.

In respect of our interest rate swap, a 10% decrease/increase in the respective interest rates would have resulted in an approximately Rs.18/(20) million increase/(decrease) in our hedging reserve and an approximately Rs.2/(3) million increase/(decrease) in our net profit as at March 31, 2018.

125

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities.

Not applicable.

B. Warrants and Rights.

Not applicable.

C. Other Securities.

Not applicable.

D. American Depositary 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 ADS (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.

(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.

(g) Other

 

Expenses incurred on behalf of holders in connection with:

 

·   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.

 

The amount of such expenses incurred by the Depositary.

126

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 paid by Depositary

Direct Payments

The Depositary has agreed to reimburse certain reasonable expenses related to our ADS program and incurred by us in connection with the program. In the year ended March 31, 2015,2018, the Depositary reimbursed us for an amount of U.S.$384,380.92 towards such expenses (inclusive of withholding tax of an amount of U.S.$115,314.28).583,276. The amounts the Depositary reimburses are not related to the fees collected by the Depositary from ADS holders. Under certain circumstances, including termination of our ADS program prior to May 11, 2015,2022, 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, 2015.2018.

 

Category of expenses

 Amount
reimbursed during
the year
ended
March 31, 2015
2018
 

Legal and accounting fees incurred in connection with preparation of Form 20-F and ongoing SEC compliance and listing requirements

 U.S.$384,380.92583,276 

Listing fees

  —  None 

Investor relations

  —  None 

Advertising and public relations

  —  None 

Broker reimbursements

  —  None 

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.advice. The DepositaryDepository has alsonot paid the followingany expenses on our behalf: U.S.$93,985.25. 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, 2015.behalf.

 

Category Expenses

127
 

Amount Reimbursed during the Year Ended
March 31, 2015

Third-party expenses paid directly

U.S.$45,000 towards NYSE listing fee and U.S.$20,789.68 towards broker reimbursements(1), postage, printing and Depositary Trust Company report fees. These expenses are net of U.S.$28,195.57 towards withholding tax.

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

Not applicable.

128

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, 2015,2018, 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.

 

(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, 20152018 based on criteria established in Internal Control - Integrated Framework (1992)(2013) 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, 2015.2018.

The effectiveness of our internal control over financial reporting as of March 31, 20152018 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/Saumen Chakraborty
Co-Chairman and Chief Executive OfficerPresident and Chief Financial Officer

(c)

Attestation Report of the Registered Public Accounting Firm.

129

(c)Attestation Report of the Registered Public Accounting Firm.

Report of Independent Registered Public Accounting Firm

The

To the Shareholders and Board of Directors and Shareholders


Dr. Reddy’s Laboratories Limited:Limited

Opinion on Internal Control Over Financial Reporting

We have audited Dr. Reddy’s Laboratories Limited’s (“the Company”)Limited, its subsidiaries and joint ventures (the Company) internal control over financial reporting as of March 31, 2015,2018, based on criteria established inInternal Control – Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2018, based on criteria established inInternal Control – Integrated Framework (2013) issued 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) (PCAOB), the consolidated statements of financial position of the Company as of March 31, 2018 and 2017, the related consolidated income statements, statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2018, and the related notes (collectively, the “consolidated financial statements”), and our report dated June 15, 2018 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’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’s Annual Reportreport on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. 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 of internal control over financial reporting 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.

Definition and Limitations of Internal Control Over Financial Reporting

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 the 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,International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) , 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, the Company maintained,

KPMG

Hyderabad,Telangana
June 15, 2018

130

(d)   Changes in all material respects, effective internal control over financial reporting as of March 31, 2015, based on criteria established inInternal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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, 2015 and 2014, and the related consolidated income statement, statements of comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended March 31, 2015 and our report dated June 17, 2015 expressed an unqualified opinion on those consolidated financial statements.

KPMG

Hyderabad, India

June 17, 2015

(d)

Changes in internal control over financial reporting

There were no changes to our internal control over financial reporting that occurred during the period covered by this Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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. Our Board of Directors has determined that Mr. Sridar Iyengar is an audit committee financial expert, as defined in Item 401(h) of Regulation S-K, and is independent pursuant to applicable NYSE rules.

ITEM 16.B. CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics (the “CoBE”), which applies to all of the Directors executive officers and employees of our company and its subsidiaries and affiliates. It is the responsibility of all Directors and employees to familiarize themselves with the CoBE and comply with its standards. The CoBE is available on our corporate website athttp://www.drreddys.com/investors/cobe.html. We have formulated an Ombudsperson Policy which functions in coordination with thegovernance/code-of-business-conduct-and-ethics-cobe/. The CoBE and provides guidancehas provisions for employees and othersother stakeholders to raise their concerns with stated designated personnel. Theregarding possible violations of the CoBE to the Chief Compliance Officer or the Chief Ombudsperson. Further, our Ombudsperson Policy includes certain anti-retaliation safeguards designedrelating to non-retaliation in order to protect persons who use its mechanisms to raise concerns in good faith.

ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth for the years ended March 31, 20152018 and 2014,2017, the fees paid to our principal accountant and its associated entities for various services they provided us in these periods.

 

  Year Ended March 31,     For the year ended March 31,   

Type of Service

  2015   2014   

Description of Services

 2018  2017  Description of Services
(Rs. in millions)
 (Rs. in millions)   

Audit fees

   Rs.78.13     Rs.80.42    Audit and review of financial statements Rs.33.00  Rs.67.83  Audit and review of financial statements

Audit related fees

   6.40     —      Due diligence and other related services  -   -  

Tax fees

   1.40     1.21    Tax returns filing and transfer pricing related services  9.15   5.13  Tax returns filing and transfer pricing related services

All other fees

   1.87     1.47    Statutory certifications and other matters.  -   3.47  Statutory certifications and other matters.
  

 

   

 

   

Total

 Rs.87.80   Rs.83.10   Rs.42.15  Rs.76.43  
  

 

   

 

   

In accordance with the requirement of the charter of the Audit Committee of our Board of Directors, we 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.

131

ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

During the year ended March 31, 2015,2018, 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.

Based on the recommendation of our Audit Committee, our Board of Directors, on June 15, 2018, approved the appointment of Ernst & Young Associates LLP (“E&Y”) as our independent registered public accounting firm for U.S. reporting purposes for the year ending March 31, 2019. This appointment is effective as of June 15, 2018, and E&Y has accepted the engagement.

E&Y will audit our annual financial statements to be included in our Annual Report on Form 20-F for the year ending March 31, 2019 filed with the SEC. KPMG was our independent registered public accounting firm through the completion of the audit for the year ended March 31, 2018 and for the purpose of filing such audited financial statements in this Form 20-F for the year ended March 31, 2018 which was filed on June 15, 2018.

In addition, in accordance with disclosure requirements under SEC regulations, the following may be noted:

·During the two fiscal years ended March 31, 2018 and March 31, 2017, KPMG has not issued any report on the financial statements that contained an adverse opinion or disclaimer of opinion, nor were the reports of KPMG qualified or modified as to uncertainty, audit scope or accounting principles; and

·During the two fiscal years ended March 31, 2018 and March 31, 2017 and through June 15, 2018, (i) there was no disagreement with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to the satisfaction of KPMG, would have caused them to make reference to the subject matter of the disagreement in connection with its audit reports on our consolidated financial statements for the two fiscal years ended March 31, 2018 and March 31, 2017, and (ii) there was no “reportable event” as described in Item 16F(a)(1)(v) of Form 20-F.

·During the two fiscal years ended March 31, 2018 and March 31, 2017 and through June 15, 2018, we did not consult with E&Y for any matters regarding either:

(i)the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to our consolidated financial statements; or

(ii)any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to this Item or a “reportable event” as described in Item 16F (a)(1)(v) of Form 20-F.

We have provided KPMG with a copy of the disclosures given above and requested that KPMG furnish us with a letter addressed to the Commission stating whether it agrees with such disclosures and, if not, stating the respects in which it does not agree. A copy of the letter dated June 15, 2018 from KPMG is filed as Exhibit 15.2 to this Annual Report on Form 20-F.

ITEM 16 G.16.G. 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.

132

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. Eight of our ten 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 that meets these requirements. The committee has a written charter that meets these requirements. We have evaluated 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 that meets these requirements. The committee has a written charter that meets these requirements. We have evaluated 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.

Standard for U.S. NYSE Listed Companies

Our practice

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 fourthree members, all being independent directors. The committee has a written charter that meets these requirements. We also have an internal audit function. We have evaluated the performance of our Audit Committee.

Each listed company must have an internal audit function.

 

We have an internal audit function.

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 Plans 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 companies must solicit proxies for all meetings of shareholders.

 

We do not solicit proxies because we are prohibited from doing so under Section 105 of the Indian Companies Act, 2013. However, we give each of our shareholders written notices of all of our shareholder meetings.

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.

133

Standard for U.S. NYSE Listed CompaniesOur 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 2, 2014.

June 23, 2017.

·    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;

 

Standard for U.S. NYSE Listed Companies

Our practice

·    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.

 

ITEM 16.H. MINE SAFETY DISCLOSURE

Not Applicable.

134

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, 20152018 are incorporated herein by reference and are included in this Item 18 of this report on Form 20-F:

 

·Report of Independent Registered Public Accounting Firm

F - 1
 F-1 

·Consolidated statement of financial position as of March 31, 20152018 and 2014

2017
F - 2
 F-2 
·Consolidated income statement for the years ended March 31, 2015, 20142018, 2017 and 20132016F - 3
 F-4 
·Consolidated statement of comprehensive income for the years ended March 31, 2015, 20142018, 2017 and 20132016F - 4
 F-5 
·Consolidated statement of changes in equity for the years ended March 31, 2015, 20142018, 2017 and 20132016F - 5
 F-6 
·Consolidated statement of cash flows for the years ended March 31, 2015, 20142018, 2017 and 20132016F - 7
 F-9 
·Notes to the consolidated financial statementsF - 8

 F-10135 

Report of Independent Registered Public Accounting Firm

The

To the Shareholders and Board of Directors and Shareholders


Dr. Reddy’s Laboratories Limited:Limited

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statementstatements of financial position of Dr. Reddy’s Laboratories Limited, its subsidiaries and subsidiaries (“the Company”)joint ventures (the Company) as of March 31, 20152018 and 2014, and2017, the related consolidated income statement,statements, statements of comprehensive income, changes in equity, and cash flows for each of the years in thethree-year period ended March 31, 2015. 2018, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2017, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of March 31, 2018, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 15, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. 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 the Company as of March 31, 2015, and 2014, and the results of their operations and their cash flows for each of the years in thethree-year period ended March 31, 2015, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

We also have audited, in accordance withserved as the standards of the Public Company Accounting Oversight Board (United States), Dr. Reddy’s Laboratories Limited’s internal control over financial reporting as of March 31, 2015, based on criteria established inInternal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 17, 2015 expressed an unqualified opinion on the effectiveness of Dr. Reddy’s Laboratories Limited’s internal control over financial reporting.Company’s auditor since 2001.

KPMG

Hyderabad, India

Hyderabad,Telangana
June 17, 2015

15, 2018

F-1

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTSTATEMENTS OF FINANCIAL POSITION

(in millions, except share and per share data)

    As of 
Particulars Note March 31, 2018  March 31, 2018  March 31, 2017 
    Unaudited convenience
translation into U.S.$
(See Note 2(d))
       
ASSETS              
Current assets              
Cash and cash equivalents 14 U.S.$41  Rs.2,638  Rs.3,866 
Other investments 10  282   18,330   14,270 
Trade and other receivables 12  624   40,617   38,065 
Inventories 11  447   29,089   28,529 
Derivative financial instruments 29  2   103   262 
Current tax assets    70   4,567   3,413 
Other current assets 13  220   14,301   11,970 
Total current assets   U.S.$1,684  Rs.109,645  Rs.100,375 
Non-current assets              
Property, plant and equipment 6 U.S.$889  Rs.57,869  Rs.57,160 
Goodwill 7  61   3,945   3,752 
Other intangible assets 8  686   44,665   44,925 
Trade and other receivables 12  3   169   206 
Investment in equity accounted investees    32   2,104   1,603 
Other investments 10  39   2,549   5,237 
Deferred tax assets 26  56   3,628   5,580 
Other non-current assets 13  16   1,030   983 
Total non-current assets   U.S.$1,781  Rs.115,959  Rs.119,446 
Total assets   U.S.$3,465  Rs.225,604  Rs.219,821 
LIABILITIES AND EQUITY              
Current liabilities              
Trade and other payables 21 U.S.$247  Rs.16,052  Rs.13,417 
Short-term borrowings 17  391   25,466   43,539 
Long-term borrowings, current portion 17  1   63   110 
Provisions 20  57   3,732   4,509 
Current tax liabilities    23   1,530   1,483 
Derivative financial instruments 29  1   85   10 
Bank overdraft 14  1   96   87 
Other current liabilities 22  348   22,668   21,845 
Total current liabilities   U.S.$1,070  Rs.69,692  Rs.85,000 
Non-current liabilities              
Long-term borrowings, excluding current portion 17 U.S.$385  Rs.25,089  Rs.5,449 
Deferred tax liabilities 26  11   730   1,204 
Provisions 20  1   53   47 
Other non-current liabilities 22  55   3,580   4,077 
Total non-current liabilities   U.S.$452  Rs.29,452  Rs.10,777 
Total liabilities   U.S.$1,523  Rs.99,144  Rs.95,777 
Equity              
Share capital 15 U.S.$13  Rs.830  Rs.829 
Share premium    120   7,790   7,359 
Share-based payment reserve    16   1,021   998 
Capital redemption reserve    3   173   173 
Retained earnings    1,749   113,865   108,051 
Other components of equity    43   2,781   6,634 
Total equity   U.S.$1,942  Rs.126,460  Rs.124,044 
Total liabilities and equity   U.S.$3,465  Rs.225,604  Rs.219,821 

The accompanying notes form an integral part of these consolidated financial statements. 

 

      As of 

Particulars

  Note  March 31, 2015   March 31, 2015   March 31, 2014 
      Unaudited convenience
translation into U.S.$
(See Note 2(d))
         

ASSETS

        

Current assets

        

Cash and cash equivalents

  14  U.S.$87    Rs.5,394    Rs.8,451  

Other investments

  10   550     34,259     25,083  

Trade and other receivables

  12   654     40,755     33,037  

Inventories

  11   410     25,529     23,992  

Derivative financial instruments

  29   13     800     554  

Current tax assets

     29     1,819     1,298  

Other current assets

  13   181     11,282     11,332  
    

 

 

   

 

 

   

 

 

 

Total current assets

U.S.$1,923  Rs.119,838  Rs.103,747  
    

 

 

   

 

 

   

 

 

 

Non-current assets

Property, plant and equipment

6U.S.$772  Rs.48,090   Rs.44,424  

Goodwill

7 54   3,380   3,428  

Other intangible assets

8 209   13,050   11,269  

Investment in equity accounted investees

9 17   1,033   806  

Other investments – non-current

10 45   2,817   0  

Deferred tax assets

26 93   5,792   6,054  

Other non-current assets

13 12   762   495  
    

 

 

   

 

 

   

 

 

 

Total non-current assets

U.S.$1,202  Rs.74,924  Rs.66,476  
    

 

 

   

 

 

   

 

 

 

Total assets

U.S.$3,126  Rs.194,762  Rs.170,223  
    

 

 

   

 

 

   

 

 

 

LIABILITIES AND EQUITY

Current liabilities

Trade and other payables

21U.S.$171  Rs.10,660  Rs.10,503  

Derivative financial instruments

29 7   462   305  

Current tax liabilities

 40   2,506   1,192  

Short-term borrowings

17 351   21,857   20,607  

Long-term borrowings, current portion

17 112   6,962   3,395  

Provisions

20 68 �� 4,231   2,819  

Other current liabilities

22 278   17,317   15,242  
    

 

 

   

 

 

   

 

 

 

Total current liabilities

U.S.$1,027  Rs.63,995  Rs.54,063  
    

 

 

   

 

 

   

 

 

 

Non-current liabilities

Long-term borrowings, excluding current portion

17U.S.$230  Rs.14,307  Rs.20,740  

Provisions – non-current

20 1   53   92  

Deferred tax liabilities

26 29   1,779   2,744  

Other non-current liabilities

22 53   3,326   1,783  
    

 

 

   

 

 

   

 

 

 

Total non-current liabilities

U.S.$312  Rs.19,465  Rs.25,359  
    

 

 

   

 

 

   

 

 

 

Total liabilities

U.S.$1,339  Rs.83,460  Rs.79,422  
    

 

 

   

 

 

   

 

 

 
F-2

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS

(in millions, except share and per share data)

    For the Years Ended March 31, 
Particulars Note 2018  2018  2017  2016 
    Unaudited
convenience
translation into U.S.$
(See Note 2(d))
          
Revenues 23 U.S.$2,181  Rs.142,028  Rs.140,809  Rs.154,708 
Cost of revenues    1,009   65,724   62,453   62,427 
Gross profit    1,172   76,304   78,356   92,281 
Selling, general and administrative expenses    720   46,910   46,372   45,702 
Research and development expenses    281   18,265   19,551   17,834 
Other (income)/expense, net 24  (12)  (788)  (1,065)  (874)
Total operating expenses    989   64,387   64,858   62,662 
Results from operating activities (A)    183   11,917   13,498   29,619 
Finance income    44   2,897   1,587   2,251 
Finance expense    (13)  (817)  (781)  (4,959)
Finance (expense)/income, net (B) 25  32   2,080   806   (2,708)
Share of profit of equity accounted investees, net of tax (C)    5   344   349   229 
Profit before tax [(A)+(B)+(C)]    220   14,341   14,653   27,140 
Tax expense 26  70   4,535   2,614   7,127 
Profit for the year    151   9,806   12,039   20,013 
Attributable to:                  
Equity holders of the Company    151   9,806   12,039   20,013 
Non-controlling interest    -   -   -   - 
Profit for the year   U.S.$151  Rs.9,806  Rs.12,039  Rs.20,013 
Earnings per share: 16                
Basic earnings per share of Rs.5/- each   U.S.$0.91  Rs.59.13  Rs.72.24  Rs.117.34 
Diluted earnings per share of Rs.5/- each   U.S.$0.91  Rs.59.00  Rs.72.09  Rs.116.98 
Weighted average number of equity shares used in computing earnings per share: 16                
Basic        165,845,408   166,648,943   170,547,643 
Diluted        166,185,552   166,997,675   171,072,780 

 

The accompanying notes form an integral part of these consolidated financial statements.

F-2

F-3


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, 2015   March 31, 2015   March 31, 2014 
      Unaudited convenience
translation into U.S.$
(See Note 2(d))
         

Equity

        

Share capital

  15  U.S.$14    Rs.852    Rs.851  

Equity shares held by controlled trust

     —       —       (5

Share premium

     356     22,178     21,553  

Share based payment reserve

     17     1,081     1,008  

Retained earnings

     1,342     83,643     65,051  

Debenture redemption reserve

     —       —       —    

Other components of equity

     57     3,548     2,343  
    

 

 

   

 

 

   

 

 

 

Total equity

U.S.$1,786  Rs.111,302  Rs.90,801  
    

 

 

   

 

 

   

 

 

 

Total liabilities and equity

U.S.$3,126  Rs.194,762  Rs.170,223  
    

 

 

   

 

 

   

 

 

 

The accompanying notes form an integral part of these consolidated financial statements.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

(in millions, except share and per share data)

      For the Year Ended March 31, 

Particulars

  Note  2015  2015  2014  2013 
      Unaudited convenience
translation into U.S.$
(See Note 2(d))
          

Revenues

  23  U.S.$2,378   Rs.148,189   Rs.132,170   Rs.116,266  

Cost of revenues

     1,008    62,786    56,369    55,687  
    

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

 1,371   85,403   75,801   60,579  
    

 

 

  

 

 

  

 

 

  

 

 

 

Selling, general and administrative expenses

 683   42,585   38,783   34,272  

Research and development expenses

 280   17,449   12,402   7,674  

Other (income)/expense, net

24 (15 (917 (1,416 (2,479
    

 

 

  

 

 

  

 

 

  

 

 

 

Total operating expenses

 949   59,117   49,769   39,467  
    

 

 

  

 

 

  

 

 

  

 

 

 

Results from operating activities

 422   26,286   26,032   21,112  

Finance income

 45   2,774   1,674   1,478  

Finance expense

 (18 (1,092 (1,274 (1,018
    

 

 

  

 

 

  

 

 

  

 

 

 

Finance (expense)/income, net

25 27   1,682   400   460  
    

 

 

  

 

 

  

 

 

  

 

 

 

Share of profit of equity accounted investees, net of tax

9 3   195   174   104  
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit before tax

 452   28,163   26,606   21,676  

Tax expense

26 (96 (5,984 (5,094 (4,900
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

 356   22,179   21,512   16,776  
    

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to:

Equity holders of the Company

 356   22,179   21,515   16,777  

Non-controlling interest

 —     —     (3 (1
    

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

U.S.$356  Rs.22,179  Rs.21,512  Rs.16,776  
    

 

 

  

 

 

  

 

 

  

 

 

 

Earnings per share:

16

Basic earnings per share of Rs.5/- each

U.S.$2.09  Rs.130.22  Rs.126.52  Rs.98.82  

Diluted earnings per share of Rs.5/- each

U.S.$2.08  Rs.129.75  Rs.126.04  Rs.98.44  

Weighted average number of equity shares used in computing earnings per share:

16

Basic

 170,314,506   170,044,518   169,777,458  

Diluted

 170,933,433   170,695,017   170,432,680  

The accompanying notes form an integral part of these consolidated financial statements.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTSTATEMENTS OF COMPREHENSIVE INCOME

(in millions, except share and per share data)

 

  For the Year Ended March 31,  For the Years Ended March 31,

Particulars

  2015 2015 2014 2013  2018  2018  2017  2016 
  Unaudited
convenience
translation into U.S.$
(See Note 2(d))
        Unaudited
convenience
translation into U.S.$
(See Note 2(d))
        

Profit for the year

  U.S.$356   Rs.22,179   Rs.21,512   Rs.16,776   U.S.$151  Rs.9,806  Rs.12,039  Rs.20,013 

Other comprehensive income/(loss)

                 

Items that will not be reclassified to profit or loss:

     
Items that will not be reclassified to the consolidated income statement:              

Actuarial gains/(losses) on post-employment benefit obligations

  U.S.$(1 Rs.(47 Rs.68   Rs.(211 U.S.$1 Rs.39  Rs.(39) Rs.(185)

Tax on items that will not be reclassified to profit or loss

   0   16   (20 68  
  

 

  

 

  

 

  

 

 

Total items that will not be reclassified to profit or loss

U.S.$(1Rs.(31Rs.48  Rs.(143
  

 

  

 

  

 

  

 

 

Items that may be reclassified subsequently to profit or loss:

Tax on items that will not be reclassified to the consolidated income statement  0   (12)  14   64 
Total of items that will not be reclassified to the consolidated income statement U.S.$0  Rs.27  Rs.(25) Rs.(121)
Items that may be reclassified subsequently to the consolidated income statement:            

Changes in fair value of available for sale financial instruments

U.S.$23  Rs.1,429  Rs.40  Rs.34   U.S.$(79) Rs.(5,160) Rs.2,209  Rs.(19)

Foreign currency translation adjustments

 (3 (196 554   197   (1)  (32)  (339)  31 

Effective portion of changes in fair value of cash flow hedges, net

 2   99   (1,650 1,697   (1)  (82)  968   966 

Tax on items that may be reclassified subsequently to profit or loss

 (2 (96 64   (741
  

 

  

 

  

 

  

 

 

Total items that may be reclassified subsequently to profit or loss

U.S.$20  Rs.1,236  Rs.(992Rs.1,187  
  

 

  

 

  

 

  

 

 
Tax on items that may be reclassified subsequently to the consolidated income statement  21   1,394   (411)  (173)
Total of items that may be reclassified subsequently to the consolidated income statement U.S.$(60) Rs.(3,880) Rs.2,427  Rs.805 

Other comprehensive income/(loss) for the year, net of tax

U.S.$19  Rs.1,205  Rs.(944Rs.1,044   U.S.$(59)  Rs.(3,853) Rs.2,402  Rs.684 
  

 

  

 

  

 

  

 

 

Total comprehensive income for the year

U.S.$375  Rs.23,384  Rs.20,568  Rs.17,820   U.S.$91  Rs.5,953  Rs.14,441  Rs.20,697 

Attributable to:

            

Equity holders of the Company

 375   23,384   20,567   17,822   91  5,953   14,441   20,697 

Non-controlling interest

 —     —     1   (2  -   -   -   - 
  

 

  

 

  

 

  

 

 

Total comprehensive income for the year

U.S.$375  Rs.23,384  Rs.20,568  Rs.17,820   U.S.$91  Rs.5,953  Rs.14,441  Rs.20,697 
  

 

  

 

  

 

  

 

 

The accompanying notes form an integral part of these consolidated financial statements.

F-4

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTSTATEMENTS OF CHANGES IN EQUITY

(in millions, except share and per share data and where otherwise stated)data)

 

Particulars

     Share capital   Share
premium
   Fair value
reserve
 
      Shares   Amount   Amount   Amount 

Balance as of April 1, 2012

     169,560,346    Rs.848    Rs.20,934    Rs.30  

Issue of equity shares on exercise of options

     276,129     1     280     —    

Share based payment expense

     —       —       —       —    

Profit for the period

     —       —       —       —    

Dividend paid (including corporate dividend tax)

     —       —       —       —    

Transfer to debenture redemption reserve

     —       —       —       —    

Net change in fair value of available for sale financial instruments, net of tax expense of Rs.12

     —       —       —       22  

Foreign currency translation adjustments, net of tax expense of Rs.7

     —       —       —       —    

Effective portion of changes in fair value of cash flow hedges, net of tax expense of Rs.722

     —       —       —       —    

Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit of Rs.68

     —       —       —       —    

Non-controlling interest arising on business combination

     —       —       —       —    

Acquisition of non-controlling interests

     —       —       —       —    
    

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2013

 169,836,475  Rs.849  Rs.21,214  Rs.52  
    

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of April 1, 2013

 169,836,475  Rs.849  Rs.21,214  Rs.52  

Issue of equity shares on exercise of options

 272,393   2   339   —    

Share based payment expense

 —     —     —     —    

Profit for the period

 —     —     —     —    

Dividend paid (including corporate dividend tax)

 —     —     —     —    

Transfer to debenture redemption reserve

 —     —     —     —    

Net change in fair value of available for sale financial instruments, net of tax expense of Rs.14

 —     —     —     26  

Foreign currency translation adjustments, net of tax expense of Rs.2

 —     —     —     —    

Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.80

 —     —     —     —    

Actuarial gain/(loss) on post-employment benefit obligations, net of tax expense Rs.20

 —     —     —     —    

Acquisition of non-controlling interests

 —     —     —     —    

Transfer to general reserve

 —     —     —     —    
    

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2014

 170,108,868  Rs.851  Rs.21,553  Rs.78  
    

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of April 1, 2014

 170,108,868  Rs.851  Rs.21,553  Rs.78  

Issue of equity shares on exercise of options

 272,306   1   429   —    

Share based payment expense

 —     —     —     —    

Profit for the period

 —     —     —     —    

Dividend paid (including corporate dividend tax)

 —     —     —     —    

Sale of equity shares held by controlled trust(1)

 —     —     196   —    

Net change in fair value of available for sale financial instruments, net of tax expense of Rs.366

 —     —     —     1,063  

Foreign currency translation adjustments, net of tax benefit of Rs.174

 —     —     —     —    

Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.96

 —     —     —     —    

Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit Rs.16

 —     —     —     —    
    

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2015

 170,381,174  Rs.852  Rs.22,178  Rs.1,141  
    

 

 

   

 

 

   

 

 

   

 

 

 

Unaudited convenience translation into U.S.$ (See Note 2(d))

U.S.$14  U.S.$356  U.S.$18  
      

 

 

   

 

 

   

 

 

 

Particulars Share
capital
  Share
premium
  Share
based
payment
reserve
  Fair
value
reserve
  Foreign
currency
translation
reserve
  

Hedging

reserve

  Capital
redemption
reserve
  

Actuarial
gains/

(losses)

  Retained
earnings
  Total 
Balance as of April 1, 2017 (A)  Rs.829  Rs. 7,359  Rs. 998  Rs. 2,744  Rs. 4,233  Rs. 86  Rs. 173  Rs. (429  Rs.108,051  Rs. 124,044 
Total comprehensive income                                        
Profit for the year  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.9,806  Rs.9,806 
Net change in fair value of available for sale financial instruments, net of tax benefit of Rs.1,370  -   -   -   (3,790)  -   -   -   -   -   (3,790)
Foreign currency translation adjustments, net of tax expense of Rs.17  -   -   -   -   (49)  -   -   -   -   (49)
Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.41  -   -   -   -   -   (41)  -   -   -   (41)
Actuarial gain/(loss) on post-employment benefit obligations, net of tax expense of Rs.12  -   -   -   -   -   -   -   27   -   27 
Total comprehensive income (B)  Rs.-  Rs.-  Rs.-  Rs.(3,790) Rs.(49) Rs.(41) Rs.-  Rs.27  Rs.9,806  Rs.5,953 
Transactions with owners of the Company                                        
Contributions and distributions                                        
Issue of equity shares on exercise of options Rs.1  Rs.431  Rs.(431) Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.1 
Share-based payment expense  -   -   454   -   -   -   -   -   -   454 
Dividend paid (including corporate dividend tax)  -   -   -   -   -   -   -   -   (3,992)  (3,992)
Total contributions and distributions Rs.1  Rs.431  Rs.23  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.(3,992) Rs.(3,537)
Changes in ownership interests Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.- 
Total transactions with owners of the Company (C) Rs.1  Rs.431  Rs.23  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.(3,992) Rs.(3,537)
Balance as of March 31, 2018 [(A)+(B)+(C)] Rs.830  Rs.7,790  Rs.1,021  Rs.(1,046) Rs.4,184  Rs.45  Rs.173  Rs.(402) Rs.113,865  Rs.126,460 
Convenience translation into U.S.$  (See note 2(d)) U.S.$13  U.S.$ 120  U.S.$16  U.S.$ (16 U.S.$ 64  U.S.$ 1  U.S.$ 3  U.S.$ (6 U.S.$ 1,749  U.S.$ 1,942 
                                         
Balance as of April 1, 2016 (D) Rs.853  Rs.22,601  Rs.1,100  Rs.1,034  Rs.4,424  Rs.(822) Rs.148  Rs.(404) Rs.99,402  Rs.128,336 
Total comprehensive income                                        
Profit for the year Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.12,039  Rs.12,039 
Net change in fair value of available for sale financial instruments, net of tax expense of Rs.499  -   -   -   1,710   -   -   -   -   -   1,710 
Foreign currency translation adjustments, net of tax benefit of Rs.148  -   -   -   -   (191)  -   -   -   -   (191)
Effective portion of changes in fair value of cash flow hedges, net of tax expense of Rs.60  -   -   -   -   -   908   -   -   -   908 
Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit of Rs.14  -   -   -   -   -   -   -   (25)  -   (25)
Total comprehensive income (E) Rs.-  Rs.-  Rs.-  Rs.1,710  Rs.(191) Rs.908  Rs.-  Rs.(25) Rs.12,039  Rs.14,441 
Transactions with owners of the Company                                        
Contributions and distributions                                        
Issue of equity shares on exercise of options Rs.1  Rs.452  Rs.(452) Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.1 
Buyback of equity shares(1)  (25)  (15,669)  -   -   -   -   -   -   -   (15,694)
Share-based payment expense  -   -   350   -   -   -   -   -   -   350 
Dividend paid (including corporate dividend tax)  -   -   -   -   -   -   -   -   (3,390)  (3,390)
Transfer to capital redemption reserve  -   (25)  -   -   -   -   25   -   -   - 
Total contributions and distributions Rs.(24) Rs.(15,242) Rs.(102) Rs.-  Rs.-  Rs.-  Rs.25  Rs.-  Rs.(3,390) Rs.(18,733)
Changes in ownership interests Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.- 
Total transactions with owners of the Company (F) Rs.(24) Rs.(15,242) Rs.(102) Rs.-  Rs.-  Rs.-  Rs.25  Rs.-  Rs.(3,390) Rs.(18,733)
Balance as of March 31, 2017 [(D)+(E)+(F)] Rs.829  Rs.7,359  Rs.998  Rs.2,744  Rs.4,233  Rs.86  Rs.173  Rs.(429) Rs.108,051  Rs.124,044 

 

[Continued on next page]

The accompanying notes form an integral part of these consolidated financial statements.

F-6

F-5


DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTSTATEMENTS OF CHANGES IN EQUITY

(in millions, except share and per share data and where otherwise stated)

data)

 

[Continued from above table, first column repeated]

 

Particulars

     Foreign currency
translation
reserve
  Hedging
reserve
  Share based
payment

reserve
  Equity shares
held by a
controlled
trust
 
      Amount  Amount  Amount  Amount 

Balance as of April 1, 2012

    Rs.3,737   Rs.(1,365 Rs.801   Rs.(5

Issue of equity shares on exercise of options

     —      —      (280  —    

Share based payment expense

     —      —      390    —    

Profit for the period

     —      —      —      —    

Dividend paid (including corporate dividend tax)

     —      —      —      —    

Transfer to debenture redemption reserve

     —      —      —      —    

Net change in fair value of available for sale financial instruments, net of tax expense of Rs.12

     —      —      —      —    

Foreign currency translation adjustments, net of tax expense of Rs.7

     191    —      —      —    

Effective portion of changes in fair value of cash flow hedges, net of tax expense of Rs.722

     —      975    —      —    

Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit of Rs.68

     —      —      —      —    

Non-controlling interest arising on business combination

     —      —      —      —    

Acquisition of non-controlling interests

     —      —      —      —    
    

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2013

Rs.3,928  Rs.(390Rs.911  Rs.(5
    

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of April 1, 2013

Rs.3,928  Rs.(390Rs.911  Rs.(5

Issue of equity shares on exercise of options

 —     —     (339 —    

Share based payment expense

 —     —     436   —    

Profit for the period

 —     —     —     —    

Dividend paid (including corporate dividend tax)

 —     —     —     —    

Transfer to debenture redemption reserve

 —     —     —     —    

Net change in fair value of available for sale financial instruments, net of tax expense of Rs.14

 —     —     —     —    

Foreign currency translation adjustments, net of tax expense of Rs.2

 549   —     —     —    

Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.80

 —     (1,570 —     —    

Actuarial gain/(loss) on post-employment benefit obligations, net of tax expense of Rs.20

 —     —     —     —    

Acquisition of non-controlling interests

 —     —     —     —    

Transfer to general reserve

 —     —     —     —    
    

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2014

Rs.4,477  Rs.(1,960Rs.1,008  Rs.(5
    

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of April 1, 2014

Rs.4,477  Rs.(1,960Rs.1,008  Rs.(5

Issue of equity shares on exercise of options

 —     —     (425 —    

Share based payment expense

 —     —     498   —    

Profit for the period

 —     —     —     —    

Dividend paid (including corporate dividend tax)

 —     —     —     —    

Sale of equity shares held by controlled trust(1)

 —     —     —     5  

Net change in fair value of available for sale financial instruments, net of tax expense of Rs.366

 —     —     —     —    

Foreign currency translation adjustments, net of tax benefit of Rs.174

 (22 —     —     —    

Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.96

 —     195   —     —    

Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit of Rs.16

 —     —     —     —    
    

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2015

Rs.4,455  Rs.(1,765Rs.1,081  Rs.—    
    

 

 

  

 

 

  

 

 

  

 

 

 

Unaudited convenience translation into U.S.$ (See Note 2(d))

U.S.$72  U.S.$(28U.S.$17  U.S.$—    
    

 

 

  

 

 

  

 

 

  

 

 

 
Particulars Share
capital
  Share
premium
  Share
based
payment
reserve
  Fair
value
reserve
  Foreign
currency
translation
reserve
  

Hedging
reserve

  Capital
redemption
reserve
  

Actuarial
gains/
(losses)

  Retained
earnings
  Total 
Balance as of April 1, 2015 (G) Rs.852  Rs.22,178  Rs.1,081  Rs.1,141  Rs.4,455  Rs.(1,765) Rs.148  Rs.(283) Rs.83,495  Rs.111,302 
Total comprehensive income                                        
Profit for the year Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.20,013  Rs.20,013 
Net change in fair value of available for sale financial instruments, net of tax expense of Rs.88  -   -   -   (107)  -   -   -   -   -   (107)
Foreign currency translation adjustments, net of tax expense of Rs.62  -   -   -   -   (31)  -   -   -   -   (31)
Effective portion of changes in fair value of cash flow hedges, net of tax expense of Rs.23  -   -   -   -   -   943   -   -   -   943 
Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit of Rs.64  -   -   -   -   -   -   -   (121)  -   (121)
Total comprehensive income (H) Rs.-  Rs.-  Rs.-  Rs.(107) Rs.(31) Rs.943  Rs.-  Rs.(121) Rs.20,013  Rs.20,697 
Transactions with owners of the Company                                        
Contributions and distributions                                        
Issue of equity shares on exercise of options Rs.1  Rs.423  Rs.(423) Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.1 
Share-based payment expense  -   -   442   -   -   -   -   -   -   442 
Dividend paid (including corporate dividend tax)  -   -   -   -   -   -   -   -   (4,106)  (4,106)
Total contributions and distributions Rs.1  Rs.423  Rs.19  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.(4,106) Rs.(3,663)
Changes in ownership interests Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.- 
Total transactions with owners of the Company (I) Rs.1  Rs.423  Rs.19  Rs.-  Rs.-  Rs.-  Rs.-  Rs.-  Rs.(4,106) Rs.(3,663)
Balance as of March 31, 2016 [(G)+(H)+(I)] Rs.853  Rs.22,601  Rs.1,100  Rs.1,034  Rs.4,424  Rs.(822) Rs.148  Rs.(404) Rs.99,402  Rs.128,336 

 

[Continued on next page]

The accompanying notes form an integral part of these consolidated financial statements.

F-7

(1)Refer to Note 15 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 and where otherwise stated)

[Continued from above table, first column repeated]

Particulars

  Retained
earnings
  Debenture
redemption
reserve
  Non-
controlling
interests
  Actuarial
gains/

(losses)
  Total 
   Amount  Amount  Amount  Amount  Amount 

Balance as of April 1, 2012

  Rs.31,599   Rs.865   Rs.—     Rs.(157 Rs.57,287  

Issue of equity shares on exercise of options

   —      —      —      —      1  

Share based payment expense

   —      —      —      —      390  

Profit for the period

   16,777    —      (1  —      16,776  

Dividend paid (including corporate dividend tax)

   (2,714  —      —      —      (2,714

Transfer to debenture redemption reserve

   (846  846    —      —      —    

Net change in fair value of available for sale financial instruments, net of tax expense of Rs.12

   —      —      —      —      22  

Foreign currency translation adjustments, net of tax expense of Rs.7

   —      —      (1  —      190  

Effective portion of changes in fair value of cash flow hedges, net of tax expense of Rs.722

   ��      —      —      —      975  

Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit of Rs.68

   —      —      —      (143  (143

Non-controlling interest arising on business combination

   —      —      132    —      132  

Acquisition of non-controlling interests

   (1  —      (110  —      (111
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2013

Rs.44,815  Rs.1,711  Rs.20  Rs.(300Rs.72,805  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of April 1, 2013

Rs.44,815  Rs.1,711  Rs.20  Rs.(300Rs.72,805  

Issue of equity shares on exercise of options

 —     —     —     —     2  

Share based payment expense

 —     —     —     —     436  

Profit for the period

 21,515   —     (3 —     21,512  

Dividend paid (including corporate dividend tax)

 (2,985 —     —     —     (2,985

Transfer to debenture redemption reserve

 (828 828   —     —     —    

Net change in fair value of available for sale financial instruments, net of tax expense of Rs.14

 —     —     —     —     26  

Foreign currency translation adjustments, net of tax expense of Rs.2

 —     —     3   —     552  

Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.80

 —     —     —     —     (1,570

Actuarial gain/(loss) on post-employment benefit obligations, net of tax expense of Rs.20

 —     —     —     48   48  

Acquisition of non-controlling interests

 (5 —     (20 —     (25

Transfer to general reserve

 2,539   (2,539 —     —     —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2014

Rs.65,051  Rs.—    Rs.—    Rs.(252Rs.90,801  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of April 1, 2014

Rs.65,051  Rs.—    Rs.—    Rs.(252Rs.90,801  

Issue of equity shares on exercise of options

 —     —     —     —     5  

Share based payment expense

 —     —     —     —     498  

Profit for the period

 22,179   —     —     —     22,179  

Dividend paid (including corporate dividend tax)

 (3,587 —     —     —     (3,587

Sale of equity shares held by controlled trust(1)

 —     —     —     —     201  

Net change in fair value of available for sale financial instruments, net of tax expense of Rs.366

 —     —     —     —     1,063  

Foreign currency translation adjustments, net of tax benefit of Rs.174

 —     —     —     —     (22

Effective portion of changes in fair value of cash flow hedges, net of tax benefit of Rs.96

 —     —     —     —     195  

Actuarial gain/(loss) on post-employment benefit obligations, net of tax benefit of Rs.16

 —     —     —     (31 (31
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2015

Rs.83,643  Rs.—    Rs.—    Rs.(283Rs.111,302  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Unaudited convenience translation into U.S.$ (See Note 2(d))

U.S.$1,342  U.S.$—    U.S.$—    U.S.$(5U.S.$1,786  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(1)

During the year ended March 31, 2015, the Company disposed of all of the shares held by its controlled trust for a total consideration of Rs.201. A gain of Rs.196 arising from this transaction is recorded in share premium.

The accompanying notes form an integral part of these consolidated financial statements.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTSTATEMENTS OF CASH FLOWS

(in millions, except share and per share data and where otherwise stated)data)

 

  For the Year Ended March 31,  

For the Years Ended March 31,

 
  2015 2015 2014 2013  2018  2018  2017  2016 
Particulars  Unaudited convenience
translation into U.S.$
(See Note 2(d))
        Unaudited  
convenience
translation into U.S.$
(See Note 2(d))
        

Cash flows from/(used in) operating activities:

                     

Profit for the period

  U.S.$356   Rs.22,179   Rs.21,512   Rs.16,776  
Profit for the year U.S.$151  Rs.9,806  Rs.12,039  Rs.20,013 

Adjustments for:

                     

Income tax expense

   96   5,984   5,094   4,900    70   4,535   2,614   7,127 

Dividend and profit on sale of investments

   (12 (755 (217 (213  (35)  (2,270)  (956)  (852)

Depreciation and amortization

   130   8,100   7,106   5,549    180   11,710   11,277   10,250 

Impairment loss/(reversal of impairment loss) on other intangible assets

   10   629   (497 507  

Impairment loss on goodwill

   —      —      —     181  
Impairment loss on property, plant and equipment and other intangible assets  1   53   445   288 

Inventory write-downs

   58   3,635   1,941   1,887    45   2,946   3,085   2,746 

Allowance for doubtful trade and other receivables

   3   168   162   107    2   155   138   137 

Loss/(profit) on sale of property, plant and equipment and other intangible assets, net

   2   144   (53 (143  1   55   80   112 

Allowance for sales returns

   57   3,535   2,454   2,068    41   2,702   3,177   3,272 

Share of profit of equity accounted investees

   (3 (195 (174 (104  (5)  (344)  (349)  (229)

Exchange (gain)/loss, net

   24   1,516   (1,014 (23  (5)  (325)  568   1,066 

Interest expense, net

   0   31   189   118  

Share based payment expense

   8   498   436   390  
Exchange loss related to Venezuela operations  0   29   41   4,621 
Interest (income)/expense, net  4   248   76   (573)
Equity settled share-based payment expense  7   454   350   442 

Changes in operating assets and liabilities:

                     

Trade and other receivables

   (175 (10,905 118   (6,340  (32)  (2,097)  3,037   833 

Inventories

   (87 (5,447 (3,971 (3,870  (50)  (3,233)  (6,325)  (2,522)

Trade and other payables

   1   55   (2,130 1,845    38   2,501   1,886   746 

Other assets and other liabilities

   20   1,257   (4,406 (4,781  (94)  (6,135)  (3,900)  784 
  

 

  

 

  

 

  

 

 

Cash generated from operations

 488   30,431   26,550   18,854    319   20,790   27,283   48,261 

Income tax paid

 (87 (5,396 (7,087 (5,537  (42)  (2,761)  (5,770)  (7,014)
  

 

  

 

  

 

  

 

 

Net cash from operating activities

U.S.$402  Rs.25,033  Rs.19,463  Rs.13,317   U.S.$277  Rs.18,029  Rs.21,513  Rs.41,247 
  

 

  

 

  

 

  

 

 

Cash flows from/(used in) investing activities:

                

Expenditure on property, plant and equipment

U.S.$(150Rs.(9,339Rs.(10,081Rs.(6,670
Expenditures on property, plant and equipment U.S.$(143) Rs.(9,291) Rs.(12,278) Rs.(12,017)

Proceeds from sale of property, plant and equipment

 3   172   85   64    2   139   44   84 

Expenditure on other intangible assets

 (96 (5,988 (546 (666

Proceeds from sale of other intangible assets

 —     —     29   254  
Expenditures on other intangible assets  (27)  (1,752)  (28,706)  (2,858)
Investment in equity accounted investees  -   -   (86)  - 

Purchase of other investments

 (858 (53,466 (44,811 (27,878  (1,051)  (68,429)  (49,651)  (68,249)

Proceeds from sale of other investments

 725   45,176   37,721   21,850    984   64,038   71,595   69,270 

Cash paid for acquisition of business, net of cash acquired

 (4 (276 —     (1,746  -   -   (17)  (7,936)

Interest and dividend received

 13   817   983   848    6   412   628   1,283 
  

 

  

 

  

 

  

 

 

Net cash used in investing activities

U.S.$(368Rs.(22,904Rs.(16,620Rs.(13,944 U.S.$(229) Rs.(14,883) Rs.(18,471) Rs.(20,423)
  

 

  

 

  

 

  

 

 

Cash flows from/(used in) financing activities:

                

Proceeds from issuance of equity shares

U.S.$0  Rs.5  Rs.2  Rs.1   U.S.$0  Rs.1  Rs.1  Rs.1 

Proceeds from sale of equity shares held by a controlled trust

 3   201   —     —    

Proceeds from/(repayment of) of short term borrowings, net

 65   4,068   (858 2,329  

Proceeds from long term borrowings

 —     —     10,100   —    

Repayment of long term borrowings

 (60 (3,716 (207 (36

Redemption of bonus debentures (See Note 32)

 —     —     (5,078 —    
Buyback of equity shares  -   -   (15,694)  - 
Proceeds from/(repayment of) short term borrowings, net  (277)  (18,025)  21,536   (273)
Proceeds from/(repayment of) long term borrowings, net  290   18,907   (5,220)  (11,706)

Dividend paid (including corporate dividend tax)

 (58 (3,587 (2,985 (2,714  (61)  (3,992)  (3,390)  (4,106)

Cash paid for acquisition of non-controlling interests

 ���     —     (25 (111

Interest paid

 (17 (1,090 (1,166 (1,261  (20)  (1,331)  (925)  (917)
  

 

  

 

  

 

  

 

 

Net cash used in financing activities

U.S.$(66Rs.(4,118Rs.(217Rs.(1,792 U.S.$(68) Rs.(4,440) Rs.(3,692) Rs.(17,001)
  

 

  

 

  

 

  

 

 

Net increase/(decrease) in cash and cash equivalents

 (32 (1,989 2,626   (2,419  (20)  (1,294)  (650)  3,823 

Effect of exchange rate changes on cash and cash equivalents

 (17 (1,068 771   94    1   57   (492)  (4,296)

Cash and cash equivalents at the beginning of the period (See Note 14)

 136   8,451   5,054   7,379  
  

 

  

 

  

 

  

 

 

Cash and cash equivalents at the end of the period (See Note 14)

U.S.$87  Rs.5,394  Rs.8,451  Rs.5,054  
Cash and cash equivalents at the beginning of the year  58   3,779   4,921   5,394 
Cash and cash equivalents at the end of the year U.S.$39  Rs.2,542  Rs.3,779  Rs.4,921 
  

 

  

 

  

 

  

 

                 

Supplemental schedule of non-cash investing and financing activities:

                

Investment in shares of Curis, Inc. (See Note 33)

U.S.$23  Rs.1,452  Rs.—    Rs.—    
Investment in shares of Curis, Inc. U.S.$-  Rs.-  Rs.1,247  Rs.- 
Acquisition of select products portfolio of UCB  -   -   -   64 

Property, plant and equipment and intangibles purchased on credit during the year, including contingent consideration on purchase of intangibles

 5   323   469   278    10   662   301   1,064 

Property, plant and equipment purchased under capital lease

 2   107   195   57    -   -   3   - 

The accompanying notes form an integral part of these consolidated financial statements.

F-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)

data)

 

1. Reporting entity

Dr. Reddy’s Laboratories Limited (“DRL” or the(the “parent company”), together with its subsidiaries and joint ventures (collectively, the “Company”), is a leading India-based pharmaceutical company headquartered in Hyderabad, Telangana, India. Through its three businesses - Pharmaceutical Services and Active Ingredients, Global Generics and Proprietary Products – the Company offers a portfolio of products and services, including Active Pharmaceutical Ingredients (“APIs”), Custom Pharmaceutical Services (“CPS”), generics, biosimilars and differentiated formulations and New Chemical Entities (“NCEs”).formulations. The Company’s principal research and development facilities are located in in the states of Telangana and Andhra Pradesh in India, Cambridge in the United Kingdom and Leiden in the Netherlands; its principal manufacturing facilities are located in the states of Telangana, India, Andhra Pradesh India,and Himachal Pradesh in India, Cuernavaca-Cuautla in Mexico, Mirfield in the United Kingdom, and Louisiana United States, and Tennessee in the United States; and its principal markets are in India, Russia, the United States, the United Kingdom, Venezuela and Germany. The Company’s shares trade on the Bombay Stock Exchange and the National Stock Exchange in India and also on the New York Stock Exchange in the United States.

2. Basis of preparation of financial statements

a. Statement of compliance

These consolidated financial statements as at and for the year ended March 31, 20152018 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 elected for early adoption at the Company’s annual reporting date, March 31, 2015.2018. These consolidated financial statements were authorized for issuance by the Company’s Board of Directors on June 17, 2015.15, 2018.

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 material items in the statement of financial position:

 

·derivative financial instruments are measured at fair value;
·available-for-sale financial assets are measured at fair value;
·employee defined benefit assets/(liability) are recognized as the net total of the fair value of plan assets, plus actuarial losses, less actuarial gains and the present value of the defined benefit obligation;
·long term borrowings, except obligations under finance leases, are measured at amortized cost using the effective interest rate method;
·share-based payments;
·held-to-maturity investments are measured at amortized cost using the effective interest rate method;
·loans and receivables are measured at amortized cost using the effective interest rate method; and
·investments in joint ventures are accounted for using the equity method.

derivative financial instruments are measured at fair value;

available-for-sale financial assets are measured at fair value;

employee defined benefit assets/(liability) are recognized as the net total of the fair value of plan assets, plus actuarial losses, less actuarial gains and the present value of the defined benefit obligation;

long term borrowings, except obligations under finance leases, 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

These 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.

In respect of allcertain 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). The operations of these entities are largely restricted to importing of finished goods from the parent company in India, sales of these products in the foreign country and making of import payments to the parent company. The cash flows realized from sales of goods are available for making import payments to the parent company and cash is paid 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 whose operations are self-contained and integrated within their respective countries/regions, the functional currency has been generally 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. Basisregions, unless use of preparation of financial statements (continued)a different currency is considered appropriate.

 

d. Convenience translation (unaudited)

 

These consolidated financial statements have been prepared in Indian rupees. Solely for the convenience of the reader, these consolidated financial statements as of and for the year ended March 31, 20152018 have been translated into U.S. dollars at the certified foreign exchange rate of U.S.$1.00 = Rs.62.31,Rs.65.11, as published by the Federal Reserve Board of Governors on March 31, 2015.30, 2018. 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 not subject to audit by the Company’s independent auditors.

F-8

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

2. Basis of preparation of financial statements (continued)

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.

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;

Note 3(c) and 29 — Financial instruments;

���·Note 3(a) — Evaluation of joint arrangements;

·

Note 2(c) — Assessment of functional currency;
·Note 3(c) and 30 — Financial instruments;
·Notes 3(d) — Business combinations;

Notes 3(e) and (f) — Useful lives of property, plant and equipment and intangible assets;

Note 3(h) — Valuation of inventories;

Notes 3(i), 7 and 8— Measurement of recoverable amounts of cash-generating units;

Note 3 (j) and 18 — Assets and obligations relating to employee benefits;

Note 3(k) — Provisions;

Note 3(l) — Sales returns, rebates and charge back provisions;

Note 3(o) — Evaluation of recoverability of deferred tax assets; and

Note 36 — Contingencies

f. Changes in accounting policies

During the year ended March 31, 2014, the Company adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of April 1, 2013:

IFRS 10, “Consolidated Financial Statements”;

IFRS 11, “Joint Arrangements”;

IFRS 12, “Disclosure of Interests in Other Entities”;

IFRS 13, “Fair Value Measurement”;

Amendments to IAS 1, “Presentation of Items of Other Comprehensive Income”;

IAS 19, “Employee Benefits (2011)”;

Amendments to IAS 32, “Financial Instruments: Income taxes arising from distribution to equity holders”;

Amendments to IAS 34, “Interim Financial Reporting: Segment information for total assets and liabilities”; and

Amendments to IFRS 7, “Financial instruments: Disclosures”.

(i) Subsidiaries

As a result of IFRS 10, the Company has changed its accounting policy with respect to the basis for determining control. IFRS 10 replaces the guidance on consolidation in IAS 27, “Consolidated and Separate Financial Statements”, and SIC 12, “Consolidation—Special Purpose Entities”.

IFRS 10 introduces a new control model that is applicable to all investees, by focusing on whether the Company has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns. In particular, IFRS 10 requires the Company to consolidate investees that it controls on the basis of de facto circumstances. Subsidiaries are consolidated from the date control commences until the date control ceases.

In accordance with the transitional provisions of IFRS 10, the Company reassessed the control conclusion at April 1, 2013 and has concluded that there is no change to the scope of the entities to be consolidated as a result of the adoption of IFRS 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)

f. Changes in accounting policies (continued)

(ii) Joint arrangements

Under IFRS 11, the Company classifies its interests in joint arrangements as either joint operations or joint ventures, depending on the Company’s rights to the assets and obligations for the liabilities of the arrangements. When making this assessment, the Company considers the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances. Previously, under IAS 31, the structure of the arrangement was the sole focus of classification.

The Company has re-evaluated its existing joint arrangements and concluded that adoption of IFRS 11 does not have any impact on the classification of such arrangements into joint operations and joint ventures.

(iii) IFRS 12 Disclosure of interests in other entities

IFRS 12 sets out the required disclosures for entities applying IFRS 10 and 11 and IAS 28 (as amended in 2011). The new standard combines, enhances and replaces the disclosure requirements for subsidiaries, associates, joint arrangements and unconsolidated structured entities. Necessary disclosures have been made in these consolidated financial statements, wherever necessary.

(iv) Fair value measurement

IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements, when such measurements are required or permitted by other IFRS, and introduces more comprehensive disclosure requirements on fair value measurement. There was no material impact on these consolidated financial statements from the adoption of the measurement requirements of IFRS 13. The Company has provided necessary disclosures as required by IFRS 13 in these consolidated financial statements.

(v) Presentation of items of other comprehensive income

As a result of the amendments to IAS 1, the Company modified the presentation of items of other comprehensive income in its consolidated statement of comprehensive income, to present separately items that would be reclassified to profit or loss in the future from those that would never be reclassified to profit or loss. Comparative information has also been re-presented accordingly.

The adoption of the amendment to IAS 1 had no impact on the recognized assets, liabilities and comprehensive income of the Company.

(vi) Employee benefits

The Company has adopted revised IAS 19 effective April 1, 2013. The revised standard requires immediate recognition of unrecognized gains and losses through re-measurements of the net defined benefit liability/(asset) through other comprehensive income. As required by the revised standard, the consolidated financial statements as of April 1, 2011 have been retrospectively restated to reflect these changes. Consequently, the Company has recorded a loss of Rs.187 as of April 1, 2011 representing the unrecognized actuarial loss, net of tax, as of that date. Further, amounts of Rs.30 and Rs.(143), representing the actuarial gain/(loss), net of Rs.(14) and Rs.68, representing associated tax (expense)/benefit, have been recorded in the consolidated statement of comprehensive income for the years ended March 31, 2012 and 2013, respectively. Correspondingly, other liabilities were increased by Rs.278, Rs.234 and Rs.445 as on April 1, 2011, 2012 and 2013, respectively. Previously, these amounts were not recorded under the corridor approach specified in IAS 19.

Furthermore, revised IAS 19 also requires the interest expense/(income) on plan assets to be calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return of the portfolio in excess of such yields is recognized through the other comprehensive income. The Company has provided necessary disclosures, as required by revised IAS 19, in these consolidated financial statements.

Revised IAS 19 also requires the effect of any plan amendments to be recognized immediately, through net profit, in the statement of comprehensive income. In addition, the revised standard amends the definitions of “termination benefits” and “settlements”. The effect of these changes is not considered material and, accordingly, no further disclosures have been made in these consolidated financial statements.

(vii) Amendments to IAS 32, IAS 34 and IFRS 7

The amendments to IAS 32, IAS 34 and IFRS 7 do not have any material impact on these consolidated financial statements of the Company.

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)

·Notes 3(e) and (f) — Useful lives of property, plant and equipment and intangible assets;
·Note 3(h) — Valuation of inventories;
·Notes 3(i), 6, 7 and 8— Measurement of recoverable amounts of cash-generating units;
·Note 3 (j) and 18 — Assets and obligations relating to employee benefits;
·Note 3 (j) — Share-based payments;
·Note 3(k) — Provisions and other accruals;
·Note 3(l) — Sales returns, rebates and chargeback provisions;
·Note 3(o) — Evaluation of recoverability of deferred tax assets; and
·Note 39 — Contingencies

 

3. Significant accounting policies

Except for the changes explained in Note 2(f), the Company has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.

a. Basis of consolidation

Subsidiaries

Subsidiaries are all entities (including special purpose entities) that are controlled by the Company. Control exists when the Company is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive. The financial statements of subsidiaries are included in these consolidated financial statements from the date that control commences until the date that control ceases. For the purpose of preparing these consolidated financial statements, the accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Company.

Associates and joint

Joint arrangements (equity accounted investees)

Associates are those entities over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entities but is not control or joint control of those policies. Significant influence is presumed to exist when the Company holds between 20% and 50% of the voting power of another entity.

Joint arrangements are those arrangements over which the Company has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions.

A joint arrangement is either a joint operation or a joint venture. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.

Investments in associates and jointly controlled entitiesjoint ventures are accounted for using the equity method (equity accounted investees) and are initially recognized at cost. The carrying value of the Company’s investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The Company does not consolidate entities where the non-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. 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.

For the purpose of preparing these consolidated financial statements, the accounting policies of joint ventures have been changed where necessary to align them with the policies adopted by the Company.

F-9

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

a. Basis of consolidation (continued)

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 these consolidated financial statements. Unrealized gains or losses arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee.

Acquisition of non-controlling interests

Acquisition of some or all of the non-controlling interest (“NCI”)NCI is 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. No goodwill is recognized as a result of such transactions.

Loss of Control

Upon loss of control, the Company derecognizes the assets and liabilities of the subsidiary, any non-controlling interestsNCIs and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in the consolidated 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.

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 translated into the functional currency at the exchange rate at that date. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized in the consolidated income statement in the period in which they arise.

However, foreign currency differences arising from the translation of the following items are recognized in other comprehensive income (“OCI”):

-available-for-sale financial assets (except on impairment, in which case foreign currency differences that have been recognized in OCI are reclassified to the consolidated income statement);

-a financial liability designated as a hedge of the net investment in a foreign operation, to the extent that the hedge is effective; and

-qualifying cash flow hedges, to the extent that the hedges are effective.

When several exchange rates are available, the rate used is that at which the future cash flows represented by the transaction or balance could have been settled if those cash flows had occurred at the measurement date.

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 (continued)

 

Foreign operations

Foreign exchange gains and losses arising from a monetary item receivable from 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)OCI and presented within equity as a part of foreign currency translation reserve (“FCTR”).

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)OCI and presented within equity as part of FCTR. When a foreign operation is disposed of, in part or in full, such that control, significant influence or joint control is lost, the relevant amount in the FCTR is transferred to the consolidated income statement.

F-10

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

c. Financial instruments

Non-derivative financial instruments

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

Non-derivative financial instruments are recognized initially at fair 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:below.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, demand deposits and 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 maturityoriginal maturities of three months or less from the date of investment. Bank overdrafts that are repayable on demand form an integral part of the Company’s cash management and are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

Held-to-maturity investments

Held-to-maturity investments consist of investments in bonds with fixed or determinable payments and fixed maturity that the Company has the positive intention and the ability to hold to maturity. Such investments are initially measured at fair value, with subsequent measurements made at amortized cost using the effective interest rate method.

Other investments

Other investments consist of term deposits with original maturities of more than three months, and investments in mutual funds and equity securities.

Investments in mutual funds and equity 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)OCI and presented within equity under “fair value reserve”. When an investment is derecognized, the cumulative gain or loss in equity is transferred to the consolidated income statement.

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. After initial recognition, trade payables are recognized at amortized cost using the effective interest rate method.

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. After initial recognition, trade receivables are recognized at amortized cost using effective interest rate method.

F-11

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

c. Financial instruments (continued)

Debt instruments and other 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.

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)

Other non-derivative financial instruments

 

3. Significant accounting policies (continued)

c. Financial instruments (continued)

Others

Other non-derivative financial instruments are initially recognized at fair value. Subsequent to initial recognition, these assets are measured at amortized cost using the effective interest method, less any impairment losses.

De-recognition of financial assets and liabilities

The Company derecognizes a financial asset when the contractual right to the cash flows from that asset expires, or when 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.

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.loss in the consolidated income statement.

Offsetting financial assets and liabilities

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.

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, Venezuelan bolivarsBrazilian reals, South African rands (“ZAR”), Romanian new leus (“RON”) and Euros, and foreign currency debt in U.S. dollars, Russian roubles, Ukrainian hryvnias and Euros.

The Company uses foreign exchange forward contracts, option contracts and swap 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 forecastedforecast transactions

The Company classifies its derivative financial instruments that hedge foreign currency risk associated with highly probable forecastedforecast transactions as cash flow hedges and measures them at fair value. The effective portion of such cash flow hedges is recordedrecognized in the Company’s hedging reserve as a component ofOCI and presented within equity under “hedging reserve” and re-classifiedreclassified to the consolidated income statement as revenue in the period corresponding to the occurrence of the forecastedsuch transactions. The ineffective portion of such cash flow hedges is recorded in the consolidated income statement as finance costsexpense 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 forecastedforecast transactions. Accordingly, the Company applies cash flow hedge accounting to such relationships. RemeasurementRe-measurement gain/loss on such non-derivative financial liabilities is recordedrecognized in the Company’s hedging reserve as a component ofOCI and presented within equity under “hedging reserve” and reclassified to the consolidated income statement as revenue in the period corresponding to the occurrence of the forecastedforecast transactions.

F-12

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

c. Financial instruments (continued)

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.

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),OCI, remains there until the forecast transaction occurs. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income/(loss)OCI is recognized immediately in the consolidated income statement.

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)

 

Hedges of recognized assets and liabilities

Changes in the fair value of derivative contracts that economically hedge monetary assets and liabilities in foreign currencies, and for which no hedge accounting is applied, are recognized in the consolidated income statement. The changes in fair value of such derivative contracts, as well as the foreign exchange gains and losses relating to the monetary items, are recognized as part of “net finance“finance income/(expense), net” in the consolidated income statement.

Hedges of changes in the interest rates

Consistent with its risk management policy, the Company uses interest rate swaps to mitigate the risk of changes in interest rates. The Company does not use them for trading or speculative purposes.

d. Business combinations

The Company uses the acquisition method of accounting to account for business combinations that occurred on or after April 1, 2009. The acquisition date is the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another. Control exists when the Company is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive. 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 of the identifiable assets acquired and liabilities assumed. When the fair value of the net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognized immediately in the consolidated income statement. 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. Consideration transferred does not include amounts related to the settlement of pre-existing relationships. Any goodwill that arises on account of such business combination is tested annually for impairment.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not re-measured and the settlement is accounted for within equity. Otherwise, other contingent consideration is re-measured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recorded in the consolidated income statement.

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.

On an acquisition-by-acquisition basis, the Company recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. 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.

Acquisitions of non-controlling interests are accounted for as transactions with equity holders

F-13

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in their capacity as equity holders. The difference between any consideration paidmillions, except share and the relevantper share acquired of the carrying value of net assets of the subsidiary is recorded in equity.data)

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, if any. 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.

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“Other (income)/expense, net” in the consolidated income statement.

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 the consolidated income statement 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.

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)

 

Depreciation

Depreciation is recognized in the consolidated income statement 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. The depreciation expense is included in the costs of the functions using the asset. Land is not depreciated.

Leasehold improvements are depreciated over the period of the lease agreement or the useful life, whichever is shorter.

Depreciation methods, useful lives and residual values are reviewed at each reporting date. The estimated useful lives are as follows:

 

Buildings

Buildings

- Factory and administrative buildings

20 - 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

Software for internal use, which is primarily acquired from third-party vendors and which is an integral part of a tangible asset, including consultancy charges for implementing the software, is capitalized as part of the related tangible asset. Subsequent costs associated with maintaining such software are recognized as expense as incurred. The capitalized costs are amortized over the estimated useful life of the software or the remaining useful life of the tangible fixed asset, whichever is lower.

Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date and the cost of property, plant and equipment not ready to use before such date are disclosed under capital work-in-progress. Assets not ready for use are not depreciated.

f. Goodwill and other intangible assets

Goodwill

Goodwill represents the excess of consideration transferred, together with the amount of non-controlling interest in the acquiree, over the fair value of the Company’s share of identifiable net assets acquired.

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.

Other intangible assets

Other intangible assets that are acquired by the Company and that 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.

Research and development

Expenditures on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding are recognized in the consolidated income statement 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:

 

F-14

development costs can be measured reliably;

the product or process is technically and commercially feasible;

future economic benefits are probable; 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 the consolidated income statement as incurred.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share datadata)

3. Significant accounting policies (continued)

f. Goodwill and where otherwise stated)other intangible assets

Recognition and measurement 

Goodwill

Goodwill represents the excess of consideration transferred, together with the amount of non-controlling interest in the acquiree, over the fair value of the Company’s share of identifiable net assets acquired.

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.

Other intangible assetsOther intangible assets that are acquired by the Company and that have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses.
Research and development

Expenditures on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding are recognized in the consolidated income statement 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;

·      the product or process is technically and commercially feasible;

·      future economic benefits are probable; 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 the consolidated income statement as incurred.As of March 31, 2018, none of the development expenditure amounts has met the aforesaid recognition criteria.

Separate acquisition of intangible assetsPayments to third parties that generally take the form of up-front payments and milestones for in-licensed products, compounds and intellectual property are capitalized. 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., the receipt of economic benefits embodied in each intangible asset separately purchased or licensed in the transaction is considered to be probable).
In-Process Research and Development assets (“IPR&D”)Acquired research and development intangible assets that are under development are recognized as In-Process Research and Development assets (“IPR&D”).  IPR&D assets are not amortized, but evaluated for potential impairment on an annual basis or when there are indications that the carrying value may not be recoverable. Any impairment charge on such IPR&D assets is recorded in the consolidated income statement under "Research and Development expenses".
Subsequent expenditure
Other intangible assetsSubsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures, including expenditures on internally generated goodwill and brands, is recognized in the consolidated income statement as incurred.  
IPR&D assets

Subsequent expenditure on an IPR&D project acquired separately or in a business combination and recognized as an intangible asset is:

·     recognized as an expense when incurred, if it is a research expenditure;

·     recognized as an expense when incurred, if it is a development expenditure that does not satisfy the criteria for recognition as an intangible asset in paragraph 57 of IAS 38; and

·    added to the carrying amount of the acquired in-process research or development project, if it is a development expenditure that satisfies the recognition criteria in paragraph 57 of IAS 38.

Amortization

Amortization is recognized in the consolidated income statement on a straight-line basis over the estimated useful lives of intangible assets. Intangible assets that are not available for use are amortized from the date they are available for use.

The estimated useful lives are as follows:

Trademarks3 - 12 years
Product related intangibles5 - 15 years
Customer-related intangibles1 - 11 years
Technology related intangibles3 - 13 years
Other intangibles3 - 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)

 

3. Significant accounting policies (continued)

 

f. Goodwill and other intangible assets (continued)

 

Payments to third parties that generally takeThe amortization period and the form of up-front payments and milestonesamortization method for in-licensed products, compounds and intellectual property are capitalized. 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).

Acquired research and development intangible assets whichwith a finite useful life are under development, are recognized as In-Process Research and Development assets (“IPR&D”). IPR&D assets are not amortized, but evaluated for potential impairment on an annual basis or when there are indications that the carrying value may not be recoverable. Any impairment charge on such IPR&D assets is recorded in the consolidated income statement under “Research and Development expenses”.reviewed at each reporting date.

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 reporting date. All other intangible assets are tested for impairment when there are indications that the carrying value may not be recoverable. All impairment losses are recognized immediately in the consolidated income statement.

Amortization

Amortization is recognized in the consolidated income statement on a straight-line basis over the estimated useful lives of intangible assets or on any other basis 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 are amortized from the date they are available for use.

The estimated useful lives are as follows:

Trademarks

3 - 12 years

Product related intangibles

5 - 15 years

Customer-related intangibles

1 - 11 years

Technology related intangibles

3 - 13 years

Other intangibles

3 - 15 years

The amortization period and the amortization method for intangible assets with a finite useful life are reviewed at each reporting date.

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. Losses arising on such de-recognition are recorded in the consolidated income statement, and are measured as the difference between the net disposal proceeds, if any, and the carrying amount of respective intangible assets as onat the date of de-recognition.

g. Leases

At the inception of each lease, the lease arrangement is classified as either a finance lease or an operating 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 lease 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 the consolidated income statement on a straight-line basis over the term of the lease.

Operating lease incentives received from the landlord are recognized as a reduction of rental expense on a straight line basis over the lease term.

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

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. 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. 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.

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 allowanceprovision for slow moving, obsolete and other non-saleable inventory include estimated shelf life, planned product discontinuances, price changes, ageingaging 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.

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.

Significant financial assets are tested for impairment on an individual basis. All impairment losses/(reversals of impairment losses) are recognized in the consolidated income statement.

F-16

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

i. Impairment (continued)

When the fair value of available-for-sale financial assets declines below acquisition cost and there is objective evidence that the asset is impaired, the cumulative loss that has been recognized in other comprehensive incomeOCI is transferred to the statement of income.consolidated income statement. An impairment loss may be reversed in subsequent periods, if the indicators for the impairment no longer exist. Such reversals are recognized in other comprehensive income.OCI.

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 or the cash-generating unit. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generatesgenerate 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 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 in the consolidated income statement if the estimated recoverable amount of an asset or its cash-generating unit is lower than its carrying amount. 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.

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)

 

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.

An impairment loss in respect of equity accounted investee is measured by comparing the recoverable amount of investment with its carrying amount. An impairment loss is recognized in the consolidated income statement, and reversed if there has been a favorable change in the estimates used to determine the recoverable amount.

j. Employee benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid 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.

Defined contribution plans

The Company’s contributions to defined contribution plans are charged to the consolidated income statement as and when the services are received from the employees.

F-17

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

j. Employee benefits (continued)

Defined benefit plans

The liability in respect of defined benefit plans and other post-employment benefits is calculated using the projected unit credit method consistent with the advice of qualified actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related defined benefit obligation. In countries where there is no deep market in such bonds, the market interest rates on government bonds are used. The current service cost of the defined benefit plan, recognized in the consolidated income statement in employee benefit expense, reflects the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes, curtailments and settlements. Past service costs are recognizedimmediatelyrecognized immediately in income.the consolidated income statement. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the consolidated income statement. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equityrecognized in other comprehensive incomeOCI in the period in which they arise.

When the benefits under a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in the consolidated income statement. The Company recognizes gains or losses on the settlement of a defined benefit plan obligation when the settlement occurs.

Termination benefits

Termination benefits are recognized as an expense in the consolidated income statement 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 in the consolidated income statement 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.

Other long-term employee benefits

The Company’s net obligation in respect of other long term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and previous periods. That benefit is discounted to determine its present value. Re-measurements are recognized in the consolidated income statement of profit and loss in the period in which they arise.

Defined contribution plans

The Company’s contributions to defined contribution plans are charged to the consolidated income statement as and when the services are received from the employees.

Compensated absences

The Company’s current policies permit certain categories of its employees to accumulate and carry forward a portion of their unutilized compensated absences and utilize them in future periods or receive cash in lieu thereof in accordance with the terms of such policies. The Company measures the expected cost of accumulating compensated absences as the additional amount that the Company incurs as a result of the unused entitlement that has accumulated at the statements of financial positionreporting date. Such measurement is based on actuarial valuation as at the statements of financial positionreporting date carried out by a qualified actuary.

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)

Share-basedEquity settled share-based payment transactions

The grant date fair value of options granted to employees is recognized as an employee expense in the consolidated income statement, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. 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 share basedshare-based payment transaction is presented as a separate component in equity under “share based“share-based payment reserve”. The amount recognized as an expense is adjusted to reflect the actual number of stock options that vest.

Cash settled share-based payment transactions

The fair value of the amount payable to employees in respect of share-based payment transactions which are settled in cash is recognized as an expense, with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is re-measured at each reporting date and at the settlement date based on the fair value of the share-based payment transaction. Any changes in the liability are recognized in the consolidated income statement.

F-18

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

k. Provisions

A provision is recognized in the consolidated income statement 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 in the consolidated income statement 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.

Onerous contracts

A provision for onerous contracts is recognized in the consolidated income statement 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.

Reimbursement rights

Expected reimbursements for expenditures required to settle a provision are recognized in the consolidated income statement 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.

Contingent liabilities and contingent assets

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets are not recognized in the financial statements. However, contingent assets are assessed continually and, if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change occurs.

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 dutyrelevant taxes 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 sales of generic products in India is recognized upon delivery of products to distributors by clearing and forwarding agents of the Company. 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. Revenue from sales of active pharmaceutical ingredients and intermediates in India is recognized on delivery of products to customers (generally formulation manufacturers), from the factories of the Company.

Revenue from export sales and other sales outside of India 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.

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)

 

Profit share revenues

The Company from time to time enters into marketing arrangements with certain business partners for the sale of its products in certain markets. Under such arrangements, the Company sells its products to the business partners at a non-refundable base purchase price agreed upon in the arrangement and is also entitled to a profit share which is over and above the base purchase price. The profit share is typically dependent on the business partner’s ultimate net sale 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.

F-19

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

l. Revenue (continued)

Profit share revenues (continued)

Revenue in an amount equal to the base purchase price is recognized in these transactions upon delivery of products to the business partners. An additional amount representing the profit share component is recognized as revenue in the period which corresponds to the ultimate sales of the products made by business partners only when the collectability of the profit share becomes probable and a reliable measurement of the profit share is available. Otherwise, recognition is deferred to a subsequent period pending satisfaction of such collectability and measurability requirements. In measuring the amount 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.

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 performance obligations. Milestone payments which are contingent on achieving certain clinical milestones are recognized as revenues either on achievement of such milestones, if the milestones are considered substantive, or over the period the Company has continuing 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 medicaidMedicaid 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 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.

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 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

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 operates 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

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)

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.

Services

Revenue from services rendered, which primarily relate to contract research, is recognized in the consolidated income statement 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 the consolidated income statement 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.

F-20

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

l. Revenue (continued)

License fees

The Company enters into certain dossier sales, licensing and supply arrangements with various parties. Income from licensing arrangements is generally recognized over the term of the contract. Some of these arrangements include certain performance obligations by the Company. Revenue from such arrangements is recognized in the period in which the Company completes all its performance obligations.

m. Shipping and handling costs

Shipping and handling costs incurred to transport products to customers, and internal transfer costs incurred to transport the products from the Company’s factories to its various points of sale, are included in selling, general and administrative expenses.

n. 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 in the consolidated income statement as it accrues, using the effective interest method. Dividend income is recognized in the consolidated income statement 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.

Borrowing costs are recognized in the consolidated income statement 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 within finance income and expense. These primarily include: exchange differences arising on the settlement or translation of monetary items; changes in the fair value of derivative contracts that economically hedge monetary assets and liabilities in foreign currencies and for which no hedge accounting is applied; and the ineffective portion of cash flow hedges.

o. Income tax

Income tax expense consists of current and deferred tax. Income tax expense is recognized in the consolidated income statement 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; 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; and taxable temporary differences arising upon the initial recognition of goodwill.

-temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit;
-temporary 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; and
-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.

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 unrealizedinter-company profit or loss 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 dividends 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.

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)

data)

 

3. Significant accounting policies (continued)

 

p. 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.

q. 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.expense in the consolidated income statement.

r. Segment Reportingreporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief executive officer of the Company is responsible for allocating resources and assessing performance of the operating segments and accordingly is identified as the chief operating decision maker.

sRecent accounting pronouncements

Standards issued but not yet effective and not early adopted by the Company

IFRS 9-9, Financial instruments

In July 2014, the IASB issued the final version of IFRS 9, “Financial instruments”. IFRS 9 significantly differs from IAS 39, “Financial Instruments: Recognition and Measurement”, and includes a logical model for classification and measurement, a single, forward-looking ‘expected loss’“expected loss” impairment model and a substantially-reformed approach to hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. The Company

Detailed below is a summary of the impact of IFRS 9 on the classifications of investments in the processconsolidated financial statements of evaluatingthe Company:

Type of instrumentClassification under IAS 39Classification under IFRS 9
Investments in mutual fundsClassified as available-for-sale financial assets, with fair value differences recognized in OCI.Classified as debt instruments at fair value through profit and loss (“FVTPL”), with all the fair value changes on subsequent re-measurement recognized in the consolidated income statement.
Investments in equity instrumentsClassified as available-for-sale financial assets, with fair value differences recognized in OCI.

All equity investments within the scope of IFRS 9 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies are classified as FVTPL. For all other equity instruments, on initial recognition, the Company may make an irrevocable election to present subsequent changes in the fair value in OCI. The Company may make such election on an instrument-by-instrument basis.

If the Company decides to classify an equity instrument as at fair value through other comprehensive income (“FVTOCI”), then all fair value changes on the instrument, excluding dividends, are recognized in OCI. There will be no recycling of the amounts from OCI to the consolidated income statement, even on sale of the investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value, with all changes recognized in the consolidated income statement.

F-22

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

sRecent accounting pronouncements (continued)

Standards issued but not yet effective and not early adopted by the Company (continued)

IFRS 9, Financial instruments (continued)

Impact on impairment of trade receivables

In accordance with IFRS 9, the Company shall apply the expected credit loss (“ECL”) model for measurement and recognition of impairment loss on its trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of IFRS 15.

For this purpose, the Company can choose to follow a “simplified approach” for recognition of impairment loss allowance on the trade receivable balances. The application of the simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For this purpose, the Company has designed a provision matrix to determine impairment loss allowance on the portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.

Impact on hedge accounting

The new hedge accounting model introduced by the standard requires hedge accounting relationships to be based upon the Company’s own risk management strategy and objectives, and to be discontinued only when the relationships no longer qualify for hedge accounting. Based on the impact of the adoption assessment performed, the Company believes that its existing hedge relationships will continue to be designated as such under the new hedge accounting requirements.

The Company implemented the new standard on its consolidated financial statements.

Amendments to IAS 16 Property, plantApril 1, 2018 and equipment and IAS 38 Intangible assets

In May 2014,applied the IASB issued limited-scope amendments to IAS 16, “Property, plant and equipment” and IAS 38, “Intangible assets”, to clarifymodified retrospective method, which requires the use of a revenue-based depreciation or amortization method. With respect to property, plant and equipment, the IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumptionrecognition of the economic benefits embodied in the asset. With respectcumulative effect of initially applying IFRS 9, as at April 1, 2018, to intangible assets, the amended standard incorporates a rebuttable presumption that an amortization method based on the revenue generated by an activity that includes the use of an intangible asset is inappropriate. The amendments are effective for annual periods beginning on or after January 1, 2016, with early application permitted. The Company believes that these amendments willretained earnings and not have any material impact on its consolidated financial statements.restate prior years.

IFRS 15, Revenue from Contracts with Customers.Customers

In May 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers”. The core principle of theThis comprehensive new standard will supersede existing revenue recognition guidance, is thatand requires an entity shouldto recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2018, with early adoption permitted.

The Company adopted IFRS 15 effective April 1, 2018, using the modified retrospective method. The adoption of IFRS 15 does not have any significant impact on the Company’s recognition of revenues from product sales, service income and license fee.

IFRS 16, Leases

In January 2016, the IASB issued a new revenue recognition standard, was issued with anIFRS 16, “Leases”. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting, however, remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 supersedes IAS 17, “Leases”, and related interpretations and is effective date offor annual reporting periods beginning on or after January 1, 2017. However,2019. Earlier adoption of IFRS 16 is permitted if IFRS 15, “Revenue from Contracts with Customers”, has also been applied.

Upon adoption, a portion of the annual operating lease expense, which is currently fully recognized as functional expense, will be recognized as finance expense. Further, a portion of the annual lease payments recognized in April 2015,the cash flow statement as reduction of lease liability will be recognized as outflow from financing activities, which are currently fully recognized as an outflow from operating activities.

The undiscounted and non-cancellable operating lease commitments of Rs.1,929 and Rs.1,710 as at March 31, 2018 and 2017, respectively, as disclosed in Note 27 of these consolidated financial statements, provide an indicator of the impact of implementation of IFRS 16 on the consolidated financial statements of the Company. Accordingly, the Company believes that the adoption of IFRS 16 will not have a material impact on its consolidated financial statements.

F-23

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

3. Significant accounting policies (continued)

sRecent accounting pronouncements (continued)

Standards issued but not yet effective and not early adopted by the Company (continued)

IFRIC 22, Foreign Currency Transactions and Advance Consideration

In December 2016, the IASB votedissued IFRIC Interpretation 22, “Foreign Currency Transactions and Advance Consideration,” which addresses the exchange rate to defer theuse in transactions that involve advance consideration paid or received in a foreign currency. IFRIC Interpretation 22 is effective date of the new revenue recognition standard tofor annual reporting periods beginning on or after January 1, 2018. EarlyThe Company believes that the adoption of IFRIC 22 does not have a material impact on its consolidated financial statements.

IFRIC 23, Uncertainty over Income Tax treatments

On June 7, 2017, the IFRS Interpretations Committee issued IFRIC 23, which clarifies how the recognition and measurement requirements of IAS 12 “Income taxes”, are applied where there is uncertainty over income tax treatments.

IFRIC 23 explains how to recognize and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. An uncertain tax treatment is any tax treatment applied by an entity where there is uncertainty over whether that treatment will be accepted by the applicable tax authority. For example, a decision to claim a deduction for a specific expense or not to include a specific item of income in a tax return is an uncertain tax treatment if its acceptability is uncertain under applicable tax law. The interpretation provides specific guidance in several areas where previously IAS 12 was silent. IFRIC 23 applies to all aspects of income tax accounting where there is an uncertainty regarding the treatment of an item, including taxable profit or loss, the tax bases of assets and liabilities, tax losses and credits, including tax rates.

The interpretation is effective for annual periods beginning on or after January 1, 2019. Earlier application of the new standard is permitted. An entity can, on initial application, elect to apply this interpretation either:

·retrospectively applying IAS 8, if possible without the use of hindsight; or

·retrospectively, with the cumulative effect of initially applying the interpretation recognized at the date of initial application as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate).

The Company is in the process of evaluating the impact of the new standardIFRIC 23 on itsthe consolidated financial statements.statements and the period of adoption.

t. 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.

When shares recognized as equity are repurchased, the amount of consideration paid, which includes costs that are directly attributable, is recognized as a deduction from equity.

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)

data)

 

4. Determination of fair values

The Company’s accounting policies and disclosures require the determination of fair value, for certain 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

Property, plant and equipment, if acquired in a business combination or through an exchange of non-monetary assets, is measured at fair value on the acquisition date. For this purpose, fair value is based on appraised market values and replacement cost.

(ii) Intangible assets

The fair value of brands, technology related intangibles, and patents and trademarks acquired in a business combination is based on the discounted estimated royalty payments that have been avoided as a result of these brands, technology related intangibles, patents or trademarks being owned (the “relief of royalty method”). The fair value of customer related, product related and other intangibles acquired in a business combination has been determined using the multi-period excess earnings method. Under this method, after deductionvalue is estimated as the present value of a fair return on otherthe benefits anticipated from ownership of the intangible assets that are partin excess of creating the related cash flows.returns required or the investment in the contributory assets necessary to realize those benefits.

(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 and debt 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 foreign exchange forward 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 and swap contracts and interest rate swap contracts is determined based on the appropriate valuation techniques, considering the terms of the contract.

(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. In respect of the Company’s borrowings that have floating rates of interest, their fair value approximates carrying value.

(vii) Share-based payment transactions

The fair value of employee stock options is measured using the Black-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-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)

data)

 

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 operating segments. The CODM reviews revenue and gross profit as the performance indicator for all of the operating segments, and does not review the total assets and liabilities of an operating segment. The Chief Executive Officer is the CODM of the Company.

The Company’s reportable operating segments are as follows:

·Global Generics;

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

·Proprietary Products.

 

Global Generics;

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

Proprietary Products.

Global Generics. This segment consists of the Company’s business of manufacturing and marketing prescription and over-the-counter finished pharmaceutical products ready for consumption by the patient, marketed either under a brand name (branded formulations) or as generic finished dosages with therapeutic equivalence to branded formulations (generics). This segment includes the operations of the Company’s biologics business.

Pharmaceutical Services and Active Ingredients. This segment includesconsists of the Company’s business of manufacturing and marketing active pharmaceutical ingredients and intermediates, also known as “API” 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 the Company’s contract research services business and the manufacture and sale of active pharmaceutical ingredients and steroids in accordance with the specific customer requirements.

Proprietary Products. This segment consists of the Company’s business that focuses on the research, development, and manufacture of differentiated formulations business, New Chemical Entities (“NCEs”) business, andformulations. These products fall within the dermatology focused specialty business operatedand neurology therapeutic areas and are marketed and sold through Promius™ Pharma.Promius® Pharma, LLC.

Others.This includes the operations of the Company’s wholly-owned subsidiary, Aurigene Discovery Technologies Limited, a discovery stage biotechnology company developing novel and best-in-class therapies in the fields of oncology and inflammation and which works with established pharmaceutical and biotechnology companies in early-stage collaborations, bringing drug candidates from hit generation through Investigational New Drug (“IND”) filing.to pre-clinical development.

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 Year Ended March 31, 
Reportable segments Global Generics  PSAI  Proprietary Products 
 2015  2014  2013  2015  2014  2013  2015  2014  2013 

Revenue(1)

 Rs. 120,556   Rs. 105,164   Rs. 82,563   Rs. 25,456   Rs. 23,974   Rs. 30,702   Rs. 1,013   Rs. 1,778   Rs. 1,468  

Gross profit

 Rs.78,553   Rs.69,148   Rs.48,721   Rs.5,709   Rs.4,848   Rs.9,970   Rs.812   Rs.1,606   Rs.1,324  

Selling, general and administrative expenses

         

Research and development expenses

         

Other (income)/expense, net

         

Results from operating activities

         

Finance (expense)/income, net

         

Share of profit of equity accounted investees, net of tax

         

Profit before tax

         

Tax expense

         

Profit for the year

         

Segment information: For the Year Ended March 31, 
Reportable segments Global Generics  PSAI  Proprietary Products 
  2018  2017  2016  2018  2017  2016  2018  2017  2016 
Revenues(1) (2) Rs.114,014  Rs.115,409  Rs.128,062  Rs.21,992  Rs.21,277  Rs.22,379  Rs.4,245  Rs.2,363  Rs.2,659 
Gross profit Rs.67,190  Rs.71,079  Rs.84,427  Rs.4,446  Rs.4,473  Rs.4,931  Rs.3,799  Rs.1,951  Rs.2,217 
Selling, general and administrative expenses                                    
Research and development expenses                                    
Other (income)/expense, net                                    
Results from operating activities                                    
Finance (expense)/income, net                                    
Share of profit of equity accounted investees, net of tax                                    
Profit before tax                                    
Tax expense                                    
Profit for the year                                    

[Continued on next page]

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)

data)

 

5. Segment reporting (continued)

[Continued from above table, first column repeated]

 

Segment information: For the Year Ended March 31, 
Reportable segments Others  Total 
 2018  2017  2016  2018  2017  2016 
Information about segments:  For the Year Ended March 31, 
Reportable segments  Others   Total 
2015   2014   2013   2015 2014 2013 

Revenue(1)

  Rs.1,164    Rs.1,254    Rs.1,533    Rs.148,189   Rs.132,170   Rs.116,266  
Revenues(1) (2) Rs.1,777  Rs.1,760  Rs.1,608  Rs.142,028  Rs.140,809  Rs.154,708 

Gross profit

  Rs.329    Rs.199    Rs.564    Rs.85,403   Rs.75,801   Rs.60,579   Rs.869  Rs.853  Rs.706  Rs.76,304  Rs.78,356  Rs.92,281 

Selling, general and administrative expenses

         42,585   38,783   34,272                46,910   46,372   45,702 

Research and development expenses

         17,449   12,402   7,674                18,265   19,551   17,834 

Other (income)/expense, net

         (917 (1,416 (2,479              (788)  (1,065)  (874)
        

 

  

 

  

 

 

Results from operating activities

Rs.26,286  Rs.26,032  Rs.21,112               Rs.11,917  Rs.13,498  Rs.29,619 

Finance (expense)/income, net

 1,682   400   460                2,080   806   (2,708)

Share of profit of equity accounted investees, net of tax

 195   174   104                344   349   229 
        

 

  

 

  

 

 

Profit before tax

Rs.28,163  Rs.26,606  Rs.21,676               Rs.14,341  Rs.14,653  Rs.27,140 

Tax expense

 (5,984 (5,094 (4,900              4,535   2,614   7,127 
        

 

  

 

  

 

 

Profit for the year

Rs.22,179  Rs.21,512  Rs.16,776               Rs.9,806  Rs.12,039  Rs.20,013 
        

 

  

 

  

 

 

 

(1)

Revenue(1)

Revenues for the year ended March 31, 2015 does2018 do not include inter-segment revenues from the PSAI segment to the Global Generics segment, which is accounted for at a cost of Rs.6,904amount to Rs.5,492 (as compared to Rs.5,601Rs.6,181 and Rs.5,584Rs.5,447 for the years ended March 31, 20142017 and 2013,2016, respectively).

(2)Effective July 1, 2017, a Goods and Services Tax (“GST”) was introduced in India, replacing the excise duty and various other taxes. Following the principles of IAS 18, revenues from operations are disclosed net of GST. For periods prior to July 1, 2017, the excise duty amount was recorded as part of revenues with a corresponding amount recorded in the cost of revenues. Accordingly, revenues and cost of revenues for the year ended March 31, 2018 are not comparable with those of the previous years presented. Tabulated below are the details of excise duty included in revenues:

  For the Year Ended March 31, 
  2018  2017  2016 
Excise duty included in revenues Rs.173  Rs.939  Rs.842 

Analysis of revenuerevenues by geography:

The following table shows the distribution of the Company’s revenues by geography,country, based on the location of the customer:customers:

 

   For the Year Ended March 31, 
   2015   2014   2013 

Geography

      

North America (the United States and Canada)

  Rs.70,898    Rs.61,409    Rs.45,736  

India

   21,158     19,502     19,198  

Europe

   18,284     16,483     20,262  

Russia and other countries of the former Soviet Union

   17,713     19,819     16,908  

Others

   20,136     14,957     14,162  
  

 

 

   

 

 

   

 

 

 
Rs.148,189  Rs.132,170  Rs.116,266  
  

 

 

   

 

 

   

 

 

 
  

For the Year Ended March 31, 

 
Country 2018  2017  2016 
India Rs.25,209  Rs.24,927  Rs.23,913 
United States  68,124   69,816   81,154 
Russia  12,610   11,547   10,640 
Others  36,085   34,519   39,001��
  Rs.142,028  Rs.140,809  Rs.154,708 

Analysis of revenuerevenues within the Global Generics segment:

The following table shows the distribution

An analysis of revenues ofby therapeutic areas in the Company’s Global Generics segment by geography, based on the location of the customer:is given below:

 

   For the Year Ended March 31, 
   2015   2014   2013 

Geography

      

North America (the United States and Canada)

   Rs.64,723     Rs.55,303     Rs.37,846  

India

   17,870     15,713     14,560  

Europe

   7,193     6,970     7,716  

Russia and other countries of the former Soviet Union

   17,713     19,819     16,908  

Others

   13,057     7,359     5,533  
  

 

 

   

 

 

   

 

 

 
 Rs.120,556   Rs.105,164   Rs.82,563  
  

 

 

   

 

 

   

 

 

 
  For the Year Ended March 31, 
  2018  2017  2016 
Gastrointestinal Rs.19,153  Rs.21,190  Rs.21,253 
Oncology  16,999   17,054   19,410 
Cardiovascular  16,501   15,553   19,009 
Pain Management  12,898   14,323   16,240 
Central Nervous System  12,509   12,749   14,739 
Anti-Infective  6,557   7,189   12,711 
Others  29,397   27,351   24,700 
Total Rs.114,014  Rs.115,409  Rs.128,062 

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)

data)

 

5. Segment reporting (continued)

 

An analysisAnalysis of revenues by therapeutic areas in the Company’s Global Generics segment is given below:

   For the Year Ended March 31, 
   2015   2014   2013 

Gastrointestinal

  Rs.21,524    Rs.20,793    Rs.21,007  

Oncology

   19,459     14,970     3,508  

Cardiovascular

   17,569     14,962     11,445  

Pain Management

   16,591     15,808     14,295  

Central Nervous System

   14,935     12,094     9,357  

Anti-Infective

   8,393     6,310     7,160  

Others

   22,085     20,227     15,791  
  

 

 

   

 

 

   

 

 

 

Total

Rs.120,556  Rs.105,164  Rs.82,563  
  

 

 

   

 

 

   

 

 

 

Analysis of revenue within the PSAI segment:

The following table shows the distribution of revenues of the Company’s PSAI segment by geography, based on the location of the customer:

   For the Year Ended March 31, 
   2015   2014   2013 

Geography

      

Europe

  Rs.10,507    Rs.9,058    Rs.12,007  

North America (the United States and Canada)

   4,605     3,820     5,744  

India

   3,288     3,787     4,638  

Others

   7,056     7,309     8,313  
  

 

 

   

 

 

   

 

 

 
Rs.25,456  Rs.23,974  Rs.30,702  
  

 

 

   

 

 

   

 

 

 

An analysis of revenues by therapeutic areas in the Company’s PSAI segment is given below:

 

   For the Year Ended March 31, 
   2015   2014   2013 

Cardiovascular

   Rs.4,695     Rs.5,126     Rs.7,487  

Oncology

   4,274     1,958     3,132  

Pain Management

   3,793     4,150     3,872  

Central Nervous System

   2,800     3,686     6,215  

Anti-Infective

   2,338     3,198     2,764  

Gastrointestinal

   1,395     1,816     2,392  

Others

   6,161     4,040     4,840  
  

 

 

   

 

 

   

 

 

 

Total

 Rs.25,456   Rs.23,974   Rs.30,702  
  

 

 

   

 

 

   

 

 

 

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 Year Ended March 31, 
  2018  2017  2016 
Cardiovascular Rs.6,191  Rs.5,078  Rs.5,077 
Pain Management  3,228   3,290   4,085 
Central Nervous System  2,331   2,758   3,021 
Anti-Infective  1,968   1,859   2,015 
Dermatology  1,606   1,606   1,485 
Oncology  1,650   1,534   2,570 
Others  5,018   5,152   4,126 
Total Rs.21,992  Rs.21,277  Rs.22,379 

 

Analysis of assets by geography:

The following table shows the distribution of the Company’s non-current assets other(other than financial instruments and deferred tax assets,assets) by country, based on the location of assets:

 

   As of March 31, 
   2015   2014 

Geography

    

India

  Rs.41,948    Rs.38,301  

North America (the United States and Canada)

   7,552     7,372  

Europe

   12,986     11,389  

Russia and other countries of the former Soviet Union

   547     507  

Others

   2,520     2,358  
  

 

 

   

 

 

 
Rs.65,553  Rs.59,927  
  

 

 

   

 

 

 
  As of March 31, 
Country 2018  2017 
India Rs.57,818  Rs.57,997 
Switzerland  32,287   31,543 
United States  8,361   8,660 
Germany  2,876   3,220 
Others  7,515   6,213 
  Rs.108,857  Rs.107,633 

The following table shows the distribution of the Company’s property, plant and equipment including capital work in progress and intangible assets acquired during the year (other than goodwill arising on business combination) by geography,country, based on the location of assets:

 

   For the Year Ended March 31, 
   2015   2014 

Geography

    

India

  Rs.9,215    Rs.9,051  

North America (the United States and Canada)

   814     1,370  

Europe

   5,406     777  

Russia and other countries of the former Soviet Union

   147     309  

Others

   284     68  
  

 

 

   

 

 

 
Rs.15,866  Rs.11,575  
  

 

 

   

 

 

 
  For the Year Ended March 31, 
Country 2018  2017 
India Rs.7,807  Rs.10,545 
Switzerland  1,100   26,639 
United States  723   2,657 
Others  1,284   728 
  Rs.10,914  Rs.40,569 

Analysis of depreciation and amortization, included in cost of revenues, by reportable segments:

 

  For the Year Ended March 31,  For the Year Ended March 31, 
  2015   2014   2013  2018  2017  2016 

Global Generics

  Rs.2,044    Rs.1,762    Rs.1,404   Rs.3,606  Rs.3,381  Rs.2,742 

PSAI

   2,034     1,920     1,489    2,923   2,674   2,437 

Proprietary Products

   —       —       —      -   -   - 

Others

   76     89     90    66   62   62 
  

 

   

 

   

 

  Rs.6,595  Rs.6,117  Rs.5,241 
Rs.4,154  Rs.3,771  Rs.2,983  
  

 

   

 

   

 

 

Information about major customers

Revenues from one of thetwo customers of the Company’sCompany's Global Generics segment were Rs.13,486 and Rs.10,755, representing approximately Rs.17,3649% and 8%, respectively, of the Company’s total revenues for the year ended March 31, 2015.2018.

Revenues from one customer of the Company's Global Generics segment were Rs.22,760, representing approximately 16% of the Company’s total revenues for the year ended March 31, 2017. 

F-28

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)

data)

 

6. Property, plant and equipment

The following is a summary of the changes in carrying value of property, plant and equipment.

 

Particulars

  Land  Buildings  Plant and
equipment
  Computer
equipment
  Furniture, fixtures
and office equipment
  Vehicles  Total 

Gross carrying value

        

Balance as at April 1, 2013

  Rs.3,682   Rs.12,167   Rs.33,307   Rs.1,471   Rs.1,732   Rs.599   Rs.52,958  

Acquisitions through business combination

   —      —      —      —      —      —      —    

Other additions

   93    2,903    6,367    419    244    390    10,416  

Disposals

   (4  (34  (263  (42  (21  (451  (815

Effect of changes in foreign exchange rates

   53    283    483    31    34    1    885  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2014

Rs.3,824  Rs.15,319  Rs.39,894  Rs.1,879  Rs.1,989  Rs.539  Rs.63,444  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at April 1, 2014

Rs.3,824  Rs.15,319  Rs.39,894  Rs.1,879  Rs.1,989  Rs.539  Rs.63,444  

Acquisitions through business combination

 —     —     22   —     10   —     32  

Other additions

 12   1,353   8,472   327   216   169   10,549  

Disposals

 —     (37 (1,069 (175 (37 (79 (1,397

Effect of changes in foreign exchange rates

 (47 (130 (379 (28 (30 (3 (617
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2015

Rs.3,789  Rs.16,505  Rs.46,940  Rs.2,003  Rs.2,148  Rs.626  Rs.72,011  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Depreciation

Balance as at April 1, 2013

Rs.—    Rs.2,180  Rs.16,242  Rs.1,004  Rs.1,382  Rs.405  Rs.21,213  

Depreciation for the year

 —     621   3,611   228   223   121   4,804  

Disposals

 —     (23 (245 (41 (17 (254 (580

Effect of changes in foreign exchange rates

 —     53   159   24   22   0   258  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2014

Rs.—    Rs.2,831  Rs.19,767  Rs.1,215  Rs.1,610  Rs.272  Rs. 25,695  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at April 1, 2014

Rs.—    Rs.2,831  Rs.19,767  Rs.1,215  Rs.1,610  Rs.272  Rs.25,695  

Depreciation for the year

 —     701   4,401   272   237   109   5,720  

Disposals

 —     (3 (827 (156 (24 (72 (1,082

Effect of changes in foreign exchange rates

 —     (57 (183 (23 (27 (3 (293
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2015

Rs.—    Rs.3,472  Rs.23,158  Rs.1,308  Rs.1,796  Rs.306  Rs.30,040  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying value

As at April 1, 2013

Rs.3,682  Rs.9,987  Rs.17,065  Rs.467  Rs.350  Rs.194  Rs.31,745  

As at March 31, 2014

Rs.3,824  Rs.12,488  Rs.20,127  Rs.664  Rs.379  Rs.267  Rs.37,749  

Add: Capital-work-in-progress

Rs.6,675  

Total as at March 31, 2014

Rs.44,424  

As at March 31, 2015

Rs.3,789  Rs.13,033  Rs.23,782  Rs.695  Rs.352  Rs.320  Rs.41,971  

Add: Capital-work-in-progress

Rs.6,119  
        

 

 

 

Total as at March 31, 2015

Rs.48,090  
        

 

 

 
Particulars Land  Buildings  Plant and
equipment
  Computer
equipment
  Furniture,
fixtures
and office
equipment
  Vehicles  Total 
Gross carrying value                            
Balance as at April 1, 2016 Rs.3,814  Rs.19,095  Rs.54,393  Rs.2,246  Rs.2,265  Rs.777  Rs.82,590 
Additions  98   2,395   9,090   566   205   96   12,450 
Disposals  -   (34)  (521)  (70)  (19)  (120)  (764)
Effect of changes in foreign exchange rates  (44)  (165)  (533)  (15)  (23)  (2)  (782)
Balance as at March 31, 2017 Rs.3,868  Rs.21,291  Rs.62,429  Rs.2,727  Rs.2,428  Rs.751  Rs.93,494 
                             
Balance as at April 1, 2017 Rs.3,868  Rs.21,291  Rs.62,429  Rs.2,727  Rs.2,428  Rs.751  Rs.93,494 
Additions  324   1,030   5,458   313   194   293   7,612 
Disposals  (7)  (42)  (1,071)  (125)  (29)  (275)  (1,549)
Effect of changes in foreign exchange rates  31   162   399   15   21   1   629 
Balance as at March 31, 2018 Rs.4,216  Rs.22,441  Rs.67,215  Rs.2,930  Rs.2,614  Rs.770  Rs.100,186 
                             
Accumulated Depreciation                            
Balance as at April 1, 2016 Rs.-  Rs.4,302  Rs.27,982  Rs.1,553  Rs.1,953  Rs.389  Rs.36,179 
Depreciation for the year  -   896   5,971   378   231   120   7,596 
Impairment loss  38   214   69   10   -   -   331 
Disposals  -   (23)  (499)  (67)  (14)  (116)  (719)
Effect of changes in foreign exchange rates  -   (71)  (298)  (13)  (24)  (1)  (407)
Balance as at March 31, 2017 Rs.38  Rs.5,318  Rs.33,225  Rs.1,861  Rs.2,146  Rs.392  Rs.42,980 
                             
Balance as at April 1, 2017 Rs.38  Rs.5,318  Rs.33,225  Rs.1,861  Rs.2,146  Rs.392  Rs.42,980 
Depreciation for the year  -   972   6,455   373   240   245   8,285 
Disposals  -   (29)  (955)  (105)  (39)  (264)  (1,392)
Effect of changes in foreign exchange rates  -   82   260   12   17   1   372 
Balance as at March 31, 2018 Rs.38  Rs.6,343  Rs.38,985  Rs.2,141  Rs.2,364  Rs.374  Rs.50,245 
                             
Net carrying value                            
As at April 1, 2016 Rs.3,814  Rs.14,793  Rs.26,411  Rs.693  Rs.312  Rs.388  Rs.46,411 
As at March 31, 2017 Rs.3,830  Rs.15,973  Rs.29,204  Rs.866  Rs.282  Rs.359  Rs.50,514 
Add: Capital-work-in-progress                         Rs.6,646 
Total as at March 31, 2017                         Rs.57,160 
As at March 31, 2018 Rs.4,178  Rs.16,098  Rs.28,230  Rs.789  Rs.250  Rs.396  Rs.49,941 
Add: Capital-work-in-progress                         Rs.7,928 
Total as at March 31, 2018                         Rs.57,869 

Impairment losses recorded for the year ended March 31, 2017

During the three months ended March 31, 2017, the Company experienced a significant decline in the expected cash flows of some of the products forming part of a cash generating unit ("CGU") under its Global Generics segment. Consequently, the Company, following the guidance under IAS 36 "Impairment of assets", determined that the estimated recoverable amount of the CGU is lower than its carrying cost. Accordingly, an amount of Rs.335 (including Rs.4 towards capital-work-in-progress) was recorded as an impairment for the three months ended March 31, 2017. Such impairment charge was recognized and presented under "cost of revenues".

The recoverable amounts of the above cash generating units have been assessed using a value-in-use model. Key assumptions upon which the Company has based its determinations of value-in-use include:

a)Estimated cash flows for the remaining useful life, based on management’s projections.

b)The terminal value is considered to be zero.

c)The post-tax discount rates used are based on the Company’s weighted average cost of capital. The post-tax discount rate used was 6.68%. The pre-tax discount rate was 9.02%.

Capital commitments

As of March 31, 20152018 and 2014,2017, the Company was committed to spend Rs.4,173Rs.3,788 and Rs.2,920,Rs.5,256, respectively, under agreements to purchase property, plant and equipment. This amount is net of capital advances paid in respect of such purchase commitments.

Interest capitalization

F-29

During the years ended March 31, 2015 and 2014, the Company capitalized interest cost of Rs.31 and Rs.77, respectively, with respect to qualifying assets. The rate for capitalization of interest cost for the years ended March 31, 2015 and 2014 was approximately 2.32% and 2.95%, respectively.

Assets acquired under finance leases

Property, plant and equipment include Rs.739 and Rs.973 of assets acquired (net of accumulated depreciation) under finance leases as of March 31, 2015 and 2014, respectively.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share datadata)

6. Property, plant and where otherwise stated)equipment (continued)

Interest capitalization

During the years ended March 31, 2018 and 2017, the Company capitalized interest cost of Rs.71 and Rs.65, respectively, with respect to qualifying assets. The rate for capitalization of interest cost for the years ended March 31, 2018 and 2017 was approximately 2.76% and 2.14%, respectively.

Assets acquired under finance leases

Property, plant and equipment include Rs.502 and Rs.511 of assets acquired (net of accumulated depreciation) under finance leases as of March 31, 2018 and 2017, respectively.

 

7. Goodwill

Goodwill arising upon business acquisitionscombinations 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, 20152018 and 2014:2017:

 

   As of March 31, 
   2015   2014 

Opening balance, gross(1)

  Rs.19,702    Rs.19,467  

Goodwill arising on business combinations during the year(2)

   203     —    

Effect of translation adjustments

   (251   235  

Impairment loss(3)

   (16,274   (16,274
  

 

 

   

 

 

 

Closing balance(1)

Rs.3,380  Rs.3,428  
  

 

 

   

 

 

 
  As of March 31, 
  2018  2017 
Opening balance, gross Rs.20,026  Rs.20,122 
Goodwill arising on business combinations during the year(1)  -   10 
Effect of translation adjustments  193   (106)
Impairment loss(2)  (16,274)  (16,274)
Closing balance Rs.3,945  Rs.3,752 

 

(1)

This does not includeRs.10 as of March 31, 2017 represents goodwill arising upon investment in an associatefrom the acquisition of Rs.181, which is included in the carrying value of the investment in the equity accounted investees.

Imperial Credit Private Limited.

(2)

Represents excess of consideration paid over the fair value of the net assets acquired from Cherokee Pharma LLC during the year ended March 31, 2015. Total purchase consideration was Rs.292 and the fair value of the net assets acquired was Rs.89. The amount of goodwill is primarily attributable to the acquired workforce and expected synergies. The acquisition was not material to the Company and, accordingly, no further disclosures have been made in these consolidated financial statements.

(3)

The impairment loss of Rs.16,274 includes Rs.16,003 pertaining to the Company’s German subsidiary, betapharm Arzneimittel GmbH, which is part of the Company’s Global Generics segment. This impairment loss was recorded duringfor the years ended March 31, 2009 and 2010.

For the purpose of impairment testing, goodwill is allocated to a cash generating unit, 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.

The carrying amount of goodwill (other than those arising upon investment in an associate)a joint venture) was allocated to the cash generating units as follows:

 

   As of March 31, 
   2015   2014 

PSAI- Active Pharmaceutical Operations

  Rs.997    Rs.997  

PSAI- OctoPlus B.V.(1)

   —       1,370  

Global Generics- Complex Injectables (1)

   1,113     —    

Global Generics- North America Operations

   989     779  

Global Generics- Branded Formulations

   168     168  

Others

   113     114  
  

 

 

   

 

 

 
Rs.3,380  Rs.3,428  
  

 

 

   

 

 

 
  As of March 31, 
  2018  2017 
PSAI-Active Pharmaceutical Operations Rs.997  Rs.997 
Global Generics-Complex Injectables  1,339   1,148 
Global Generics-North America Operations  995   995 
Global Generics-Branded Formulations  491   491 
Others  123   121 
  Rs.3,945  Rs.3,752 

  

(1)

Represents goodwill arising on the acquisition of OctoPlus B.V (formerly OctoPlus N.V.) (“OctoPlus”) during the year ended March 31, 2013. Since its acquisition by the Company, OctoPlus has been engaged in internal drug development projects as well as providing pharmaceutical development services to external customers. During the year ended March 31, 2015, the Company decided to significantly increase the utilization of OctoPlus’s technical know-how, its time and effort on internal drug development projects and scale-down its external pharmaceutical development services. Such change in the utilization of technical know-how also resulted in the change of composition of cash-generating unit to which the goodwill was allocated and the segment to which such goodwill belongs. Accordingly, the Company reallocated the goodwill to its Global Generics segment and determined that its complex injectables portfolio was the relevant cash generating unit for the purpose of impairment testing.

The recoverable amounts of the above cash generating units have been assessed using a value-in-use model. Value in use is generally 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 onupon which the Company has based its determinations of value-in-use include:

 

a)

Estimated cash flows for five years, based on management’s budgets and estimates.

projections.

b)

TerminalA terminal value arrived at by extrapolating the 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.

F-30

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)

data)

 

7. Goodwill (continued)

 

d)

Value-in-use is calculated usingc)

The after tax assumptions. The usediscount rates used are based on the Company’s weighted average cost 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. capital.

d)The after tax discount rates used range from 6.73%6.97% to 11.06%13.74% for various cash generating units. The before taxpre-tax discount rates range from 9.82%9.32% to 18.46%33.43%.

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.

8. Other intangible assets

The following is a summary of changes in the carrying value of intangible assets:

 

   Trademarks with
finite useful life
  Product related
intangibles
  Technology
related
intangibles
  Customer related
intangibles
  Others  Total 

Gross carrying amount

       

Balance as at April 1, 2013

  Rs.9,699   Rs.21,712   Rs.1,380   Rs.1,110   Rs.654   Rs.34,555  

Acquisitions through business combinations

   —      —      —      —      —      —    

Other additions

   —      653    64    —      26    743  

Deletions

   —      —      —      —      —      —    

Effect of changes in foreign exchange rates

   1,350    2,864    273    105    20    4,612  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2014

Rs.11,049  Rs.25,229  Rs.1,717  Rs.1,215  Rs.700  Rs.39,910  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at April 1, 2014

Rs.11,049  Rs.25,229  Rs.1,717  Rs.1,215  Rs.700  Rs.39,910  

Acquisitions through business combinations

 —     60   —     —     —     60  

Other additions(1)

 —     5,454   54   —     272   5,780  

Deletions

 —     —     —     —     —     —    

Effect of changes in foreign exchange rates

 (1,700 (3,120 (178 (50 (20 (5,068
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2015

Rs.9,349  Rs.27,623  Rs.1,593  Rs.1,165  Rs.952  Rs.40,682  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

��

 

 

Amortization/impairment loss

Balance as at April 1, 2013

Rs.5,864  Rs.16,262  Rs.517  Rs.720  Rs.364  Rs.23,727  

Amortization for the year

 600   1,384   179   93   45   2,301  

Impairment loss/(reversal of impairment loss)

 —     (497 —     —     —     (497

Deletions

 —     —     —     —     —     —    

Effect of changes in foreign exchange rates

 616   2,328   104   43   19   3,110  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2014

Rs.7,080  Rs.19,477  Rs.800  Rs.856  Rs.428  Rs.28,641  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at April 1, 2014

Rs.7,080  Rs.19,477  Rs.800  Rs.856  Rs.428  Rs.28,641  

Amortization for the year

 541   1,610   152   33   45   2,381  

Impairment loss/(reversal of impairment loss)

 —     285   95   249   —     629  

Deletions

 —     —     —     —     —     —    

Effect of changes in foreign exchange rates

 (933 (2,959 (87 (20 (20 (4,019
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at March 31, 2015

Rs.6,688  Rs.18,413  Rs.960  Rs.1,118  Rs.453  Rs.27,632  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying amount

As at April 1, 2013

Rs.3,835  Rs.5,450  Rs.863  Rs.390  Rs.290  Rs. 10,828  

As at March 31, 2014

Rs.3,969  Rs.5,752  Rs.917  Rs.359  Rs.272  Rs.11,269  

As at March 31, 2015

Rs.2,661  Rs.9,210  Rs.633  Rs.47  Rs.499  Rs.13,050  
  Trademarks
with finite
useful life
  Product
related
intangibles
  Technology
related
intangibles
  Customer
related
intangibles
  Others  Total 
Gross carrying amount                        
Balance as at April 1, 2016 Rs.10,178  Rs.37,740  Rs.2,847  Rs.1,100  Rs.2,295  Rs.54,160 
Additions(1)  1,148   27,419   27   -   611   29,205 
De-recognitions(2)  (32)  (269)  -   (706)  (124)  (1,131)
Effect of changes in foreign exchange rates  (617)  (2,265)  (230)  (37)  (19)  (3,168)
Balance as at March 31, 2017 Rs.10,677  Rs.62,625  Rs.2,644  Rs.357  Rs.2,763  Rs.79,066 
                         
 Balance as at April 1, 2017 Rs.10,677  Rs.62,625  Rs.2,644  Rs.357  Rs.2,763  Rs.79,066 
 Additions  -   2,377   -   -   228   2,605 
 Effect of changes in foreign exchange rates  1,162   2,496   206   -   6   3,870 
 Balance as at March 31, 2018 Rs.11,839  Rs.67,498  Rs.2,850  Rs.357  Rs.2,997  Rs.85,541 
                         
Amortization/impairment loss                        
Balance as at April 1, 2016 Rs.7,686  Rs.22,599  Rs.1,253  Rs.1,085  Rs.741  Rs.33,364 
Amortization for the year  578   2,304   443   15   341   3,681 
Impairment loss  32   40   38   -   -   110 
De-recognitions(2)  (32)  (269)  -   (706)  (124)  (1,131)
Effect of changes in foreign exchange rates  (457)  (1,215)  (159)  (37)  (15)  (1,883)
Balance as at March 31, 2017 Rs.7,807  Rs.23,459  Rs.1,575  Rs.357  Rs.943  Rs.34,141 
                         
Balance as at April 1, 2017 Rs.7,807  Rs.23,459  Rs.1,575  Rs.357  Rs.943  Rs.34,141 
Amortization for the year  591   2,145   403   -   286   3,425 
Impairment loss  -   53   -   -   -   53 
Effect of changes in foreign exchange rates  885   2,204   167   -   1   3,257 
Balance as at March 31, 2018 Rs.9,283  Rs.27,861  Rs.2,145  Rs.357  Rs.1,230  Rs.40,876 
                         
Net carrying amount                        
As at April 1, 2016 Rs.2,492  Rs.15,141  Rs.1,594  Rs.15  Rs.1,554  Rs.20,796 
As at March 31, 2017 Rs.2,870  Rs.39,166  Rs.1,069  Rs.-  Rs.1,820  Rs.44,925 
As at March 31, 2018 Rs.2,556  Rs.39,637  Rs.705  Rs.-  Rs.1,767  Rs.44,665 

  

(1)

Other additions

(1) Additions during the year ended March 31, 2015 includes Rs.5,097 towards the acquisition from Novartis Consumer Health Inc. of the title and rights to its Habitrol® brand. Refer to Note 38 for further details.

The selling, general and administrative expenses included Rs.2,326, Rs.2,301and Rs.1,691 of amortization of other intangible assets and Rs.509, Rs.(497) and Rs.507 of impairment loss/(reversal of impairment loss) on other intangible assets for the years ended March 31, 2015, 2014 and 2013, respectively. The research and development expenses included Rs.55 of amortization of other intangible assets and Rs.120 of impairment loss on other intangible assets for the year ended March 31, 2015. The weighted average remaining useful life2017 primarily consists of: (a) Rs.23,366, representing the consideration paid to Teva Pharmaceutical Industries Limited (“Teva”) and an affiliate of intangibles was approximately 5.6 years as atAllergan Plc (“Allergan”) to acquire eight Abbreviated New Drug Applications (“ANDAs”) in the United States (refer to Note 33 of these consolidated financial statements for further details); and (b) Rs.3,159, representing the consideration for the acquisition of exclusive U.S. rights for the development and commercialization of a clinical stage oral new chemical entity from XenoPort, Inc. (refer to Note 34 of these consolidated financial statements for further details).

(2)During the year ended March 31, 2015.2017, the Company derecognized certain intangible assets which were fully amortized and from which no future economic benefits were expected, either from use or from their disposal. Accordingly, an amount of Rs.1,131 was reduced both from gross carrying amount and accumulated amortization.

F-31

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)

data)

 

8. Other intangible assets (continued)

 

In-process research and development assets (“IPR&D”):

Tabulated below is the reconciliation of amounts relating to in-process research and development assets as at the beginning and at the end of the year:

  As of March 31, 
  2018  2017 
Opening balance Rs.27,150  Rs.1,096 
Add: Additions during the year(1)  523   26,858 
Less: Capitalizations during the year(2)  (778)  - 
Less: Impairments during the year(3)  -   (38)
Effect of changes in exchange rates  132   (766)
Closing balance Rs.27,027  Rs.27,150 

(1)Additions during the year ended March 31, 2017 primarily consists of:

a.Rs.23,366, representing the consideration paid to Teva and an affiliate of Allergan to acquire eight ANDAs in the United States (refer to Note 33 of these consolidated financial statements for further details); and

b.Rs.3,159, representing the consideration for the acquisition of exclusive U.S. rights for the development and commercialization of a clinical stage oral new chemical entity from XenoPort, Inc. (refer to Note 34 of these consolidated financial statements for further details).

(2)ezitimibe and simvastatin tablets, representing one of the eight ANDAs acquired from Teva, was launched during the three months ended June 30, 2017. Accordingly, the Company reclassified the amount from IPR&D to product related intangibles.

(3)Refer to “Impairment losses recorded for the year ended March 31, 2017” in this Note 8 for further details.

Amortization of other intangible assets:

  For the Year Ended March 31, 
  2018  2017  2016 
Selling, general and administrative expenses Rs.3,029  Rs.3,198  Rs.3,262 
Cost of revenues  264   300   110 
Research and development expenses  132   183   98 
  Rs.3,425  Rs.3,681  Rs.3,470 

Interest capitalization

During the years ended March 31, 2018 and 2017, the Company capitalized interest cost of Rs.458 and Rs.258, respectively, with respect to certain qualifying assets. The rate for capitalization of interest cost for the years ended March 31, 2018 and 2017 ranged from 0.81% to 2.76% and from 0.91% to 2.14%, respectively.

Impairment loss on other intangible assets:

  For the Year Ended March 31, 
  2018  2017  2016 
Selling, general and administrative expenses Rs.53  Rs.72  Rs.61 
Research and development expenses  -   38   133 
Cost of revenues  -   -   - 
  Rs.53  Rs.110  Rs.194 

Impairment losses recorded for the year ended March 31, 20152018

For the year ended March 31, 2015, the Company recorded impairment losses of Rs.629 in the consolidated income statement, primarily relating to the following:

Customer related intangibles

Since its acquisition during the year ended March 31, 2013, OctoPlus B.V.,As a wholly owned subsidiary of the Company, has been engaged in the Company’s internal drug development projects as well as providing pharmaceutical development services to external customers.

During the year ended March 31, 2015, the Company decided to significantly increase the utilization of OctoPlus B.V.’s technical know-how, its time and effort on internal drug development projects and scale-down its external pharmaceutical development services. Consequent to such decision, the Company reassessed the recoverable amounts of associated customer related intangibles and determined that the carrying amount of such customer related intangibles was higher than their recoverable amount. Accordingly, an amount of Rs.249 was recorded as an impairment loss for the year ended March 31, 2015 under “Selling, general and administrative expenses” in the Company’s consolidated income statement.

The above impairment loss relate to the Company’s PSAI segment. As at March 31, 2015, the carrying amount of such customer related intangibles after impairment loss was Rs.0.

Product related intangibles

Based on the performance of and expected cash flows from someresult of the Company’s product related intangiblesdecision to discontinue a few products pertaining to its Global Generics segment, the Company reassessed the recoverable amounts of such product related intangibles of Rs.20 and determined that the carrying amount of such product-related intangibles was higher than their recoverable amount. Accordingly, an amount of Rs.201 was recorded as an impairment loss for the year ended March 31, 2015 under “Selling, general and administrative expenses” in the Company’s consolidated income statement. As at March 31, 2015, the carrying amount of such product related intangibles after impairment loss was Rs.0.

In-process research and development (“IPR&D”) intangibles

Consequent to the Company’s decision to discontinue further development of certain IPR&D assets pertaining to its Proprietary Products segment, an amount of Rs.95 wasRs.33 were recorded as impairment loss for the year ended March 31, 2015 under research and development expenses in the Company’s consolidated income statement.

Reversal of impairment losses recorded for the year ended March 31, 2014

Consequent to the increase in expected cash flows of some of the products forming part of the product related intangibles pertaining to the Company’s Global Generics segment, the Company, following the guidance under IAS 36 “Impairment of assets”, estimated the recoverable amount of such intangible asset and assessed that the impairment loss recorded in an earlier period should be reversed. Accordingly, a reversal of impairment loss of Rs.497 for such product related intangibles was recorded for the year ended March 31, 20142018 under “Selling, general and administrative expenses” in the consolidated income statement. The expected cash flows increased primarily due to various market dynamics, such as reduced competition and favorable pricing position.

The above reversal of impairment losses relate to the Company’s Global Generics segment. The pre-tax cash flows have been discounted based on a pre-tax discount rate of 5.68%. As at March 31, 2014, the carrying amount of such product related intangibles after reversal of impairment loss was Rs.1,287.

Impairment losses recorded for the year ended March 31, 2013

During the year ended March 31, 2013, the Company determined that there was a decrease in expected cash flows of a product portfolio forming part of certain product related intangibles, primarily due to higher than expected price erosion and increased competition leading to lower volumes. Consequently, the Company reassessed the recoverable amounts of such product-related intangibles using the value in use approach and determined that the carrying amount of such product-related intangibles was higher than its recoverable amount. Accordingly, an impairment loss of Rs.497 for such product related intangibles was recorded for the year ended March 31, 2013 under “Selling, general and administrative expenses” in the consolidated income statement. The above impairment losses relate to the Company’s Global Generics segment.

F-32

The pre-tax cash flows have been discounted based on a pre-tax discount rate of 5.52%. As at March 31, 2013, the carrying amount of such product related intangibles after impairment was Rs.1,288.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share datadata)

8. Other intangible assets (continued)

Impairment losses recorded for the year ended March 31, 2017

As a result of the Company’s decision to discontinue further development of certain IPR&D assets pertaining to its Proprietary Products segment and where otherwise stated)

PSAI segment, Rs.27 and Rs.11, respectively, were recorded as impairment loss for the year ended March 31, 2017 under “Research and development expenses” in the consolidated income statement.

 

The balance impairment loss of Rs.72 pertains to a write down of certain brands and product related intangibles forming part of the Company’s Global Generics segment. The same was recorded under “Selling, general and administrative expenses” in the consolidated income statement.

Impairment losses recorded for the year ended March 31, 2016

As a result of the Company’s decision to discontinue further development of certain IPR&D assets pertaining to its Proprietary Products segment and Global Generics segment, Rs.100 and Rs.33, respectively, was recorded as impairment loss for the year ended March 31, 2016 under “Research and development expenses” in the consolidated income statement.

The balance impairment loss of Rs.61 pertains to a write down of certain customer and product related intangibles forming part of the Company’s Global Generics segment, which was recorded under “Selling, general and administrative expenses” in the consolidated income statement.

9. Investment in equity accounted investees

Kunshan Rotam Reddy Pharmaceuticals Co. Limited (“Reddy Kunshan”) is engaged in manufacturing and marketing of active pharmaceutical ingredients and intermediates and formulationsfinished dosages in China. The Company’s interest in Reddy Kunshan was 51.3% as of March 31, 20152018 and 2014. Three2017. Four directors of the Company are on the board of directors of Reddy Kunshan, which consists of seveneight 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 seveneight directors of Reddy Kunshan’s board. As the Company does not control Reddy Kunshan’s board and the other partners have significant participatingparticipation rights, the Company’s interest in Reddy Kunshan has been accounted for under the equity method of accounting under IFRS 11.

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,  As of/for the Year Ended March 31, 
  2015 2014 2013  2018  2017  2016 

Ownership

   51.3 51.3 51.3  51.3%  51.3%  51.3%

Total current assets

  Rs.2,090   Rs.1,768   Rs.1,051   Rs.4,933  Rs.3,385  Rs.2,876 

Total non-current assets

   389   346   305    347   296   377 
  

 

  

 

  

 

 

Total assets

Rs.2,479  Rs.2,114  Rs.1,356   Rs.5,280  Rs.3,681  Rs.3,253 
  

 

  

 

  

 

 

Equity

Rs.1,656  Rs.1,213  Rs.802   Rs.3,600  Rs.2,603  Rs.2,129 

Total current liabilities

 823   901   554    1,680   1,078   1,124 
  

 

  

 

  

 

 

Total equity and liabilities

Rs.2,479  Rs.2,114  Rs.1,356   Rs.5,280  Rs.3,681  Rs.3,253 
  

 

  

 

  

 

 

Revenues

Rs.3,377  Rs.2,794  Rs.1,914   Rs.5,482  Rs.4,980  Rs.4,246 

Expenses

 2,998   2,455   1,711    4,792   4,295   3,800 
  

 

  

 

  

 

 

Profit for the year

Rs.379  Rs.339  Rs.203   Rs.690  Rs.685  Rs.446 
  

 

  

 

  

 

 
Company’s share of profits for the year Rs.354  Rs.351  Rs.229 
Carrying value of the Company’s investment(1) Rs.2,029  Rs.1,519  Rs.1,309 
Translation adjustment arising out of translation of foreign currency balances Rs.255  Rs.97  Rs.239 

The Company’s

(1)Includes Rs.181 representing the goodwill on acquisition of investment.

F-33

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share of profits in Reddy Kunshan for the years ended March 31, 2015, 2014 and 2013 was Rs.195, Rs.174 and Rs.104, respectively. The carrying value of the Company’s investment in Reddy Kunshan as of March 31, 2015 and 2014 was Rs.1,033 and Rs.806, respectively. The translation adjustment arising out of translation of foreign currency balances amounted to Rs.192 and Rs.160 as of March 31, 2015 and 2014, respectively.per share data)

10. Other investments

Other investments consist of investments in units of mutual funds, bonds, commercial paper, equity securities and term deposits (i.e., certificates of deposit having an original maturity period exceeding 3 months) with banks. The details of such investments as of March 31, 20152018 are as follows:

 

 Cost  Gain recognized
directly in equity
  Fair value/ amortized
cost(2)
 
  Cost   Gain recognized
directly in equity
   Fair value 

Investment in units of mutual funds

  Rs.21,237    Rs.404    Rs.21,641  

Investment in equity securities(1)

   1,456     1,131     2,587  
In units of mutual funds Rs.14,703  Rs.75  Rs.14,778 
In equity securities(1)  2,703   (1,508)  1,195 
In bonds  4,633   -   4,633 
In commercial paper  232   -   232 

Term deposits with banks

   12,848     —       12,848    41   -   41 
  

 

   

 

   

 

  Rs.22,312  Rs.(1,433) Rs.20,879 
Rs.35,541  Rs.1,535  Rs.37,076  
  

 

   

 

   

 

 

Current portion

            

Investment in units of mutual funds

Rs.21,024  Rs.398  Rs.21,422  
In units of mutual funds Rs.14,703  Rs.75  Rs.14,778 
In bonds  3,279   -   3,279 
In commercial paper  232   -   232 

Term deposits with banks

 12,837   —     12,837    41   -   41 
  

 

   

 

   

 

  Rs.18,255  Rs.75  Rs.18,330 
Non-current portion            
In equity securities(1)  2,703   (1,508)  1,195 
In bonds  1,354   -   1,354 
Rs.33,861  Rs.398  Rs.34,259   Rs.4,057  Rs.(1,508) Rs.2,549 
  

 

   

 

   

 

 

Non-current portion

Investment in units of mutual funds

Rs.213  Rs.6  Rs.219  

Investment in equity securities(1)

 1,456   1,131   2,587  

Term deposits with banks

 11   —     11  
  

 

   

 

   

 

 
Rs.1,680  Rs.1,137  Rs.2,817  
  

 

   

 

   

 

 

 

(1)

Primarily represents the shares of Curis, Inc. Refer to Note 3331 of these consolidated financial statements for further details.

(2)Interest accrued but not due on bonds, commercial paper and term deposits with banks is included in other current assets.

As of March 31, 2017, the details of such investments were as follows:

  Cost  Gain recognized
directly in equity
  Fair value/
amortized cost(2)
 
In units of mutual funds Rs.9,677  Rs.1,464  Rs.11,141 
In equity securities(1)  2,703   2,260   4,963 
Term deposits with banks  3,403   -   3,403 
  Rs.15,783  Rs.3,724  Rs.19,507 
Current portion            
In units of mutual funds Rs.9,464  Rs.1,417  Rs.10,881 
Term deposits with banks  3,389   -   3,389 
  Rs.12,853  Rs.1,417  Rs.14,270 
Non-current portion            
In units of mutual funds Rs.213  Rs.47  Rs.260 
In equity securities(1)  2,703   2,260   4,963 
Term deposits with banks  14   -   14 
  Rs.2,930  Rs.2,307  Rs.5,237 

(1)Primarily represents the shares of Curis, Inc. Refer to Note 31 of these consolidated financial statements for further details.

(2)Interest accrued but not due on term deposits with banks is included in other current assets.

11. Inventories

Inventories consist of the following:

  As of March 31, 
  2018  2017 
Raw materials Rs.7,294  Rs.7,226 
Packing materials, stores and spares  2,394   2,315 
Work-in-progress  7,175   6,614 
Finished goods  12,226   12,374 
  Rs.29,089  Rs.28,529 

F-34

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)

data)

 

10. Other investments11. Inventories (continued)

 

AsDetails of March 31, 2014, all of such investments were current,inventories recognized in the details of whichconsolidated income statement are as follows:

 

   Cost   Gain recognized
directly in equity
   Fair value 

Investment in units of mutual funds

  Rs.10,676    Rs.86    Rs.10,762  

Investment in equity securities

   3     20     23  

Term deposits with banks

   14,298     —       14,298  
  

 

 

   

 

 

   

 

 

 
Rs.24,977  Rs.106  Rs.25,083  
  

 

 

   

 

 

   

 

 

 

11. Inventories

Inventories consist of the following:

  For the Year Ended March 31, 
  2018  2017  2016 
Raw materials, consumables and changes in finished goods and work in progress Rs.32,410  Rs.27,165  Rs.30,305 
Inventory write-downs  2,946   3,085   2,746 

 

   As of March 31, 
   2015   2014 

Raw materials

  Rs.6,753    Rs.6,127  

Packing materials, stores and spares

   1,981     1,626  

Work-in-progress

   6,769     6,619  

Finished goods

   10,026     9,620  
  

 

 

   

 

 

 
Rs.25,529  Rs.23,992  
  

 

 

   

 

 

 

The above table includes inventories amounting to Rs.901 and Rs.612, which were carried at fair value less cost to sell as at March 31, 2015 and 2014, respectively.

During the years ended March 31, 2015, 2014 and 2013, the Company recorded inventory write-downs of Rs.3,635, Rs.1,941 and Rs.1,887, respectively. These adjustments were included in cost of revenues.

Cost of revenues for the years ended March 31, 2015, 2014 and 2013 includes raw materials, consumables and changes in finished goods and work in progress recognized in the income statement amounting to Rs.36,806, Rs.31,711 and Rs.33,775, respectively. Cost of revenues for the years ended March 31, 2015, 2014 and 2013 includes other expenditures recognized in the income statement amounting to Rs.25,980, Rs.24,658 and Rs.21,912, respectively.

12. Trade and other receivables

 

 As of March 31, 
  As of March 31,  2018  2017 
  2015   2014 
Current        

Trade and other receivables, gross

  Rs.41,422    Rs.33,720   Rs.41,569  Rs.38,926 

Less: Allowance for doubtful trade and other receivables

   (667   (683  (952)  (861)
  

 

   

 

 

Trade and other receivables, net

Rs.40,755  Rs.33,037   Rs.40,617  Rs.38,065 
  

 

   

 

         
Non-current        
Trade and other receivables, gross(1) Rs.169  Rs.206 
Less: Allowance for doubtful trade and other receivables  -   - 
Trade and other receivables, net Rs.169  Rs.206 

(1)Represents amounts receivable pursuant to an out-licensing arrangement with a customer. As these amounts are not expected to be realized within twelve months from the end of the reporting date, they are disclosed as non-current.

The Company maintains an allowance for impairment of doubtful accounts based on financial condition of the customer, aging of the customer accounts receivable and historical experience of collections from customers. The activity indetails of the allowance for impairment of trade account receivables isare given below:

 

   Year Ended March 31, 
   2015   2014 

Balance at the beginning of the year

  Rs.683    Rs.549  

Provision for doubtful trade and other receivables

   168     162  

Trade and other receivables written off and exchange differences

   (184   (28
  

 

 

   

 

 

 

Balance at the end of the year

Rs.667  Rs.683  
  

 

 

   

 

 

 

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)

  For the Year Ended March 31, 
  2018  2017 
Balance at the beginning of the year Rs.861  Rs.789 
Provision for doubtful trade and other receivables, net  146   138 
Trade and other receivables written off and exchange differences  (55)  (66)
Balance at the end of the year Rs.952  Rs.861 

 

13. Other assets

Other assets consist of the following:

 

  As of March 31,  As of March 31, 
  2015   2014  2018  2017 

Current

            

Balances and receivables from statutory authorities(1)

  Rs.5,268    Rs.5,390   Rs.6,741  Rs.4,151 

Export benefits receivable(2)

   2,572     2,595    2,842   3,521 

Prepaid expenses

   695     537    761   712 

Others

   2,747     2,810  
  

 

   

 

 
Rs.11,282  Rs.11,332  
Others(3)  3,957   3,586 
  

 

   

 

  Rs.14,301  Rs.11,970 

Non-current

        

Deposits

Rs.536  Rs.438   Rs.664  Rs.651 

Others

 226   57    366   332 
  

 

   

 

  Rs.1,030  Rs.983 
Rs.762  Rs.495  
  

 

   

 

 

 

(1)

Balances and receivables from statutory authorities primarily consist of amounts receivable from the goods and service tax (“GST”), excise duty, value added tax and customs authorities of India and the unutilized GST input tax credits, excise duty, service tax and value added tax input credits (subsumed under GST input tax credits effective as of July 1, 2017) on purchases. These are regularly utilized to offset the IndianGST liability (or, prior to July 1, 2017, liability for excise and serviceduty, value added tax, liabilityetc.) on goods produced by and services provided by the Company. Accordingly, these balances have been classified as current assets.

(2)

Export benefits receivables primarily consist of amounts receivable from various government authorities of India towards incentives on export sales made by the Company.

14. Cash and cash equivalents

Cash and cash equivalents consist of the following:

   As of March 31, 
   2015   2014 

Cash balances

  Rs.3    Rs.3  

Balances with banks

   3,939     4,580  

Term deposits with banks (original maturities up to 3 months)

   1,452     3,868  
  

 

 

   

 

 

 

Cash and cash equivalents in the statement of financial position

 5,394   8,451  

Bank overdrafts used for cash management purposes

 —     —    
  

 

 

   

 

 

 

Cash and cash equivalents in the statement of cash flow

Rs.5,394  Rs.8,451  
  

 

 

   

 

 

 

Cash and cash equivalents included restricted cash of Rs.1,971 and Rs.343, respectively, as of March 31, 2015 and March 31, 2014, which consisted of:

(3)Others primarily includes advances given to vendors and employees, interest accrued but not due on investments, and insurance claims receivable.

 

F-35

Rs.57 as of March 31, 2015 and Rs.83 as of March 31, 2014, representing amounts in the Company’s unclaimed dividend and debenture interest accounts;

 

Rs.1,796 as of March 31, 2015 and Rs.25 as of March 31, 2014, representing cash and cash equivalents of the Company’s subsidiary in Venezuela, which are subject to foreign exchange controls;

Rs.107 as of March 31, 2015 and Rs.115 as of March 31, 2014, representing amounts deposited as security for a bond executed for an environmental liability relating to the Company’s site in Mirfield, United Kingdom;

Rs.0 as of March 31, 2015 and Rs.96 as of March 31, 2014, representing amounts deposited in an escrow account pursuant to a research and collaboration arrangement entered with Um Pharmauji Sdn. Bhd., Malaysia; and

Rs.11 as of March 31, 2015 and Rs.24 as of March 31, 2014, representing other restricted cash amounts.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share datadata)

14. Cash and where otherwise stated)cash equivalents

Cash and cash equivalents consist of the following:

  As of March 31, 
  2018  2017 
Cash balances Rs.2  Rs.3 
Balances with banks(1) (2)  1,454   1,131 
Term deposits with banks (original maturities up to 3 months)  1,182   2,732 
Cash and cash equivalents in the statement of financial position  2,638   3,866 
Bank overdrafts used for cash management purposes  96   87 
Cash and cash equivalents in the statement of cash flow Rs.2,542  Rs.3,779 

(1) Balances with banks as of March 31, 2018 included restricted cash of Rs.86, which consisted of:

·Rs.72, representing amounts in the Company’s unclaimed dividend and debenture interest accounts; and

·Rs.14, representing other restricted cash amounts.

(2) Balances with banks as of March 31, 2017 included restricted cash of Rs.177, which consisted of:

·Rs.64, representing amounts in the Company’s unclaimed dividend and debenture interest accounts;

·Rs.38, representing cash and cash equivalents of the Company’s subsidiary in Venezuela, which are subject to foreign exchange controls (refer to Note 38 of these consolidated financial statements for further details);

·Rs.49, representing the portion of the purchase consideration deposited in an escrow account, pursuant to an acquisition of an intangible asset; and

·Rs.26, representing other restricted cash amounts.

 

15. Equity

 

   Year Ended March 31, 
   2015   2014 

Par value per share

  Rs.5    Rs.5  

Authorized share capital

   1,200     1,200  

Fully paid up share capital

    

As at April 1

  Rs.851    Rs.849  

Add: Shares issued on exercise of stock options

   1     2  
  

 

 

   

 

 

 

As at March 31

Rs.852  Rs.851  
  

 

 

   

 

 

 
  For the Year Ended
March 31, 2018
  For the Year Ended
March 31, 2017
 
  Number  Amount  Number  Amount 
Authorized share capital  240,000,000  Rs.1,200   240,000,000  Rs.1,200 
Fully paid up share capital                
Opening number of equity shares/share capital  165,741,713  Rs.829   170,607,653  Rs.853 
Add: Issue of equity shares on exercise of options  169,194   1   211,564   1 
Less: Buyback of equity shares  -   -   (5,077,504)  (25)
Closing number of equity shares/share capital  165,910,907  Rs.830   165,741,713  Rs.829 

The Company presently has only one class of equity shares.shares and the par value of each share is Rs.5. 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 as on the record date ofset for the shareholders meeting, shall have one vote in respect of each share held.

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 details of dividends paid by the Company paid dividends of Rs.3,067, Rs.2,552are as follows:

  For the Year Ended March 31, 
  2018  2017  2016 
Dividend per share Rs.20  Rs.20  Rs.20 
Dividend distribution tax on the dividend paid  675   78   695 
Dividend paid during the year  3,317   3,312   3,411 

F-36

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and Rs.2,336 and dividend distribution tax thereon of Rs.520, Rs.433 and Rs.378 during the years ended March 31, 2015, 2014 and 2013, respectively. The dividend paid per share data)

15. Equity (continued)

Buyback of equity shares

The Board of Directors of the Company, in their meeting held on February 17, 2016, approved a proposal to buy back equity shares of the Company, subject to approval by the Company’s shareholders, for an aggregate amount not exceeding Rs.15,694 and at a price not exceeding Rs.3,500 per equity share. The plan involved the purchase of such shares from shareholders of the Company (including persons who become shareholders by cancelling American Depository Shares and receiving underlying equity shares, and excluding the promoters and promoter group of the Company) under the open market route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and the Companies Act, 2013 and rules made thereunder. The shares bought back under this plan were required to be extinguished in accordance with the provisions of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and the Companies Act, 2013 and rules made thereunder.

The Company’s shareholders approved the buyback plan on April 1, 2016, and implementation of the buyback plan commenced on April 18, 2016 and ended on June 28, 2016.

Under this plan, the Company bought back and extinguished 5,077,504 equity shares for an aggregate purchase price of Rs.15,694. The aggregate face value of the equity shares bought back was Rs.18, Rs.15 and Rs.13.75 during the years ended March 31, 2015, 2014 and 2013, respectively.Rs.25.

Proposed dividend

At the Company’s Board of Directors’ meeting held on May 12, 2015,22, 2018, the Board proposed a dividend of Rs.20 per share of Rs.20 and aggregating to Rs.3,408Rs.3,318, which is subject to the approval of the Company’s shareholders. Upon such approval, there will be an additional cash outflow of Rs.694Rs.682 for payment of dividend distribution tax thereon.

16. Earnings per share

The calculation of basic and diluted earnings per share for the years ended March 31, 2015, 20142018, 2017 and 20132016 was based on the profit attributable to equity shareholders of Rs.22,179, Rs.21,515Rs.9,806, Rs.12,039 and Rs.16,777,Rs.20,013, respectively.

The weighted average number of equity shares outstanding, used for calculating the basic earnings per share, are as follows:

 

 For the Year Ended March 31, 
  Year Ended March 31,  2018  2017  2016 
  2015   2014   2013 

Issued equity shares as on April 1

   170,108,868     169,836,475     169,560,346  
Issued equity shares as at April 1  165,741,713   170,607,653   170,381,174 

Effect of shares issued on exercise of stock options

   205,638     208,043     217,112    103,695   126,277   166,469 
Effect of buyback of equity shares  -   (4,084,987)  - 

Weighted average number of equity shares at March 31

   170,314,506     170,044,518     169,777,458    165,845,408   166,648,943   170,547,643 

Earnings per share – Basic

   Rs.130.22     Rs.126.52     Rs.98.82   Rs.59.13  Rs.72.24  Rs.117.34 

The weighted average number of equity shares outstanding, used for calculating the diluted earnings per share, are as follows:

  

  Year Ended March 31,  For the Year Ended March 31, 
  2015   2014   2013  2018  2017  2016 

Weighted average number of equity shares (Basic)

   170,314,506     170,044,518     169,777,458    165,845,408   166,648,943   170,547,643 

Dilutive effect of stock options outstanding

   618,927     650,499     655,222    340,144   348,733   525,137 

Weighted average number of equity shares (Diluted)

   170,933,433     170,695,017     170,432,680    166,185,552   166,997,675   171,072,780 

Earnings per share – Diluted

   Rs.129.75     Rs.126.04     Rs.98.44   Rs.59.00  Rs.72.09  Rs.116.98 

F-37

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)

data)

 

17. Loans and borrowings

Short termShort-term borrowings

The Company had net short term borrowings of Rs.21,857 as of March 31, 2015, as compared to Rs.20,607 as of March 31, 2014. The

Short-term borrowings primarily consist of “packing credit” and other rupee loans drawn by the parent company and other foreign currency unsecured loans drawn by certain of its subsidiaries in Switzerland, the Company’s Swiss subsidiary.United States, Russia and Ukraine.

Short term borrowings consist of the following:

 

  As at March 31,  As at March 31, 
  2015   2014  2018  2017 

Packing credit borrowings

  Rs.20,857    Rs.17,630   Rs.21,008  Rs.18,699 

Other foreign currency borrowings

   —       2,977    4,458   24,840 

Other rupee borrowings

   1,000     —    
  

 

   

 

  Rs.25,466  Rs.43,539 
Rs.21,857  Rs.20,607  
  

 

   

 

 

The interest rate profile of short termshort-term borrowings from banks is given below:

 

  As at March 31, As at March 31, 
  2015  2014 2018  2017 
  Currency   Interest Rate  Currency   Interest Rate Currency(1) Interest Rate Currency Interest Rate 

Packing credit borrowings

   USD    LIBOR + 10 to 40 bps   USD    LIBOR + 25 to 85 bps  USD   1 Month LIBOR + (30) to 30 bps   USD   1 Month LIBOR + (30) to 1 bps 
   EURO    LIBOR + 7.5 to 20 bps   EURO    LIBOR + 20 bps  -   -   USD   0.01%
   RUB    9.80% to 22.30%   RUB    7.20% to 7.75%  -   -   INR   T-Bill + 30bps 
   —      —     RUB    Mosprime + 60 bps  INR   6.00%  INR   6.92% to 6.95%
   —      —     INR    9.50% to 10%  RUB   6.75%  RUB   9.95%

Other foreign currency borrowings

   —      —     EURO    LIBOR + 90 bps  USD   

1 Month/3 Months LIBOR + 65 to 85 bps

   USD   1 Month LIBOR + 40 to 60 bps 

Other rupee borrowings

   INR    10%   —      —  
  RUB   8.20%  RUB   10.48%
  UAH   18.00%  -   - 

(1)“INR” means Indian rupees, “RUB” means Russian roubles, and “UAH” means Ukrainian hryvnia.

Short-term borrowing by Dr. Reddy’s Laboratories, SA

During the three months ended September 30, 2016, Dr. Reddy’s Laboratories, SA, one of the Company’s subsidiaries in Switzerland (the “Swiss Subsidiary”) borrowed U.S.$350 from certain institutional lenders at an interest rate ranging from Libor plus 0.45% to 0.60% per annum. The borrowing was solely for the purpose of the acquisition of eight ANDAs from Teva and an affiliate of Allergan in the United States (refer to Note 33 of these consolidated financial statements for additional details). The entire short-term borrowing of U.S.$350 was repaid during the three months ended June 30, 2017.

Long termLong-term borrowings

Long term

Long-term borrowings measured at amortized cost, consist of the following:

 

 As at March 31 
  As at March 31  2018  2017 
  2015   2014 

Foreign currency borrowing by the Company’s Swiss subsidiary

  Rs.10,292    Rs.13,103  

Foreign currency borrowing by the parent company

   9,375     8,987   Rs.4,880  Rs.4,852 

Foreign currency borrowing by the Company’s U.K. subsidiary

   740     998  
Foreign currency borrowing by the Swiss Subsidiary  16,185   - 
Foreign currency borrowing by the Company’s German subsidiary, Reddy Holding GmbH  3,394   - 

Obligations under finance leases

   862     1,047    693   707 
  

 

   

 

  Rs.25,152  Rs.5,559 
Rs.21,269  Rs.24,135  
  

 

   

 

 

Current portion

        

Foreign currency borrowing by the Company’s Swiss subsidiary

Rs.6,875  Rs.3,295  

Obligations under finance leases

 87   100   Rs.63  Rs.110 
  

 

   

 

  Rs.63  Rs.110 
Rs.6,962  Rs.3,395  
  

 

   

 

 

Non-current portion

        

Foreign currency borrowing by the Company’s Swiss subsidiary

Rs.3,417  Rs.9,808  

Foreign currency borrowing by the parent company

 9,375   8,987   Rs.4,880  Rs.4,852 

Foreign currency borrowing by the Company’s U.K. subsidiary

 740   998  
Foreign currency borrowing by the Swiss Subsidiary  16,185   - 
Foreign currency borrowing by the Company’s German subsidiary, Reddy Holding GmbH  3,394   - 

Obligations under finance leases

 775   947    630   597 
  

 

   

 

  Rs.25,089  Rs.5,449 
Rs.14,307  Rs.20,740  
  

 

   

 

 

In the above table, the term “Swiss subsidiary” refers to Dr. Reddy’s Laboratories, SA and the term “U.K. Subsidiary” refers to Dr. Reddy’s Laboratories (EU) Limited.

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)

data)

 

17. Loans and borrowings (continued)

 

Long termLong-term borrowings (continued)

 

Long-term bank loan of Swiss Subsidiary

During the year ended March 31, 2012, Dr. Reddy’s Laboratories, SA (one of the Company’s subsidiaries in Switzerland) (the “Swiss Subsidiary”) borrowed the sum of U.S.$220 from certain institutional lenders. 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 parent company has guaranteed all obligations of the Swiss Subsidiary under the loan agreement.

As part of this arrangement, the Company incurred an amount of 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 are being amortized over the term of the loan using the effective interest method. The carrying amount of this loan, measured at amortized cost using the effective interest rate method, as on March 31, 2015 and 2014 was Rs.10,292 and Rs.13,103, respectively.

During the year ended March 31, 2015, the Swiss subsidiary repaid two installments totaling U.S.$55 due under the loan agreement.

The loan agreement imposes various financial covenants on both the parent company and the Swiss Subsidiary. As of March 31, 2015, the Company was in compliance with such financial covenants.

Long-term bank loan of the parent company

During the year ended March 31, 2014, the Company borrowed the sum of U.S.$150. The Company iswas required to repay the loan in five equal quarterly installments commencing at the end of the 54th54th month and continuing until the end of the 66th66th month from August 12, 2013. During the three months ended December 31, 2016, the Company entered into a financing arrangement with certain financial institutions to refinance the aforementioned borrowing of U.S.$150.

The Company repaid U.S.$75 of this loan on November 28, 2016, and is required to repay the U.S.$75 balance of the loan in 3 equal installments at the end of the 40th month, 43rd month and 46th month after August 12, 2013.the date the loan was made.

Long-term bank loan of subsidiary companies

During the three months ended June 30, 2017, the Company entered into a refinancing arrangement with certain financial institutions relating to the short-term borrowing of U.S.$350 in the Swiss Subsidiary. Pursuant to such arrangement, the Company repaid the short-term borrowing of U.S.$350 and incurred long-term borrowings of U.S.$250 in the Swiss Subsidiary and EUR 42 in the Company’s German subsidiary, Reddy Holding GmbH. The aforesaid loans are repayable over a 36 month period commencing at the end of the 24th month and continuing through the 60th month following the date of the loan agreement imposesagreement.

All of the foregoing loan agreements impose various financial covenants on the Company. As of March 31, 2015,2018, the Company was in compliance with all such financial covenants.

Undrawn lines of credit from bankers

The Company hashad undrawn lines of credit of Rs.10,438Rs.24,046 and Rs.14,596Rs.21,156 as of March 31, 20152018 and 2014,2017, respectively, from its bankersbanks for working capital requirements. The Company has the right to draw upon these lines of credit based on its working capital requirements.

Non-derivative financial liabilities designated as cash flow hedges

The Company has designated some of its 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 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 carrying value of such non-derivative financial liabilities as of March 31, 2015 and March 31, 2014 was Rs.10,313 and Rs.13,181, respectively.

The interest rate profileprofiles of long-term borrowings (other than obligations under finance leases) is given below:as at March 31, 2018 and 2017 were as follows:

 

   As at March 31,
   2015  2014
   Currency   

Interest Rate

  Currency   

Interest Rate

Foreign currency borrowings

   

 

USD

GBP

  

  

  

LIBOR+100 to 125 bps

LIBOR+130 bps

   

 

USD

GBP

  

  

  

LIBOR+100 to 179 bps

LIBOR+130 bps

  As at March 31, 
  2018  2017 
  Currency  Interest Rate  Currency  Interest Rate 
Foreign currency borrowings  USD   1 Month LIBOR + 45 to 82.7 bps   USD   1 Month LIBOR + 82.7 bps 
   EUR   0.81%  -   - 

The aggregate maturities of long termlong-term loans and borrowings, based on contractual maturities, as of March 31, 20152018 were as follows:

 

Maturing in the year ending

March 31,

  Foreign
currency loan
   Obligations under
finance leases
   Total 

2016

  Rs.6,875    Rs.87    Rs.6,962  

2017

   4,177     89     4,266  

2018

   1,875     82     1,957  

2019

   7,500     48     7,548  

2020

   —       44     44  

Thereafter

   —       512     512  
  

 

 

   

 

 

   

 

 

 
Rs.20,427  Rs.862  Rs.21,289  
  

 

 

   

 

 

   

 

 

 

Maturing in the year ending

March 31,(1)

 Foreign
currency
loan
  Obligations
under finance
leases
  Total 
2019 Rs.-  Rs.63  Rs.63 
2020  4,064   59   4,123 
2021  6,346   61   6,407 
2022  1,131   66   1,197 
2023  13,035   71   13,106 
Thereafter  -   373   373 
  Rs.24,576  Rs.693  Rs.25,269 

(1)Long-term debt obligations disclosed in the above table do not reflect any netting of transaction costs amounting to Rs.117.

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)

data)

 

17. Loans and borrowings (continued)

 

Long termLong-term borrowings (continued)

 

The aggregate maturities of long term loans and borrowings, based on contractual maturities, as of March 31, 20142017 were as follows:

 

Maturing in the year ending

March 31,

  Foreign
currency loan
   Obligations under
finance leases
   Total  Foreign
currency
loan
  Obligations
under finance
leases
  Total 

2015

  Rs.3,295    Rs.100    Rs.3,395  

2016

   6,591     96     6,687  

2017

   4,293     69     4,362  

2018

   1,797     48     1,845   Rs.-  Rs.110  Rs.110 

2019

   7,190     50     7,240    -   56   56 
2020  1,610   51   1,661 
2021  3,242   53   3,295 
2022  -   57   57 

Thereafter

   —       684     684    -   380   380 
  

 

   

 

   

 

  Rs.4,852  Rs.707  Rs.5,559 
Rs.23,166  Rs.1,047  Rs.24,213  
  

 

   

 

   

 

 

Obligations under finance leases

The Company has leased buildings plant and machinery and vehicles under finance leases. Future minimum lease payments under finance leases as at March 31, 20152018 were as follows:

 

Particulars

  Present value of
minimum lease
payments
   Interest   Future minimum
lease payments
  Present value of
minimum lease
payments
  Interest  Future
minimum lease
payments
 

Not later than one year

  Rs.87    Rs.117    Rs.204   Rs.63  Rs.57  Rs.120 

Between one and five years

   263     249     512    257   159   416 

More than five years

   512     185     697    373   66   439 
  

 

   

 

   

 

  Rs.693  Rs.282  Rs.975 
Rs.862  Rs.551  Rs.1,413  
  

 

   

 

   

 

 

Future minimum lease payments under finance leases as at March 31, 20142017 were as follows:

 

Particulars

  Present value of
minimum lease
payments
   Interest   Future minimum
lease payments
  Present value of
minimum lease
payments
  Interest  Future
minimum lease
payments
 

Not later than one year

  Rs.100    Rs.122    Rs.222   Rs.110  Rs.77  Rs.187 

Between one and five years

   263     272     535    217   149   366 

More than five years

   684     206     890    380   84   464 
  

 

   

 

   

 

  Rs.707  Rs.310  Rs.1,017 
Rs.1,047  Rs.600  Rs.1,647  
  

 

   

 

   

 

 

Reconciliation of liabilities arising from financing activities

Particulars Long-term
borrowings(1)
  Short-term
borrowings
  Total 
Opening balance Rs.5,559  Rs.43,539  Rs.49,098 
Borrowings made during the year  19,065   47,564   66,629 
Borrowings repaid during the year  (158)  (65,589)  (65,747)
Currency translation adjustments  747   (48)  699 
Others  (61)  -   (61)
Closing balance Rs.25,152  Rs.25,466  Rs.50,618 

(1)Including current portion.

F-40

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

18. Employee benefits

Total employee benefit expenses, including share-based payments, incurred during the years ended March 31, 2018, 2017 and 2016 amounted to Rs.32,149, Rs.31,069 and Rs.31,174, respectively.

Gratuity benefits provided by the parent company

In accordance with applicable Indian laws, the Company has a defined benefit plan which provides for gratuity payments (the “Gratuity Plan”) and covers certain categories of employees in India. The Gratuity Plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amount of the 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”) to fund the Gratuity Plan. 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 primarily invested in Indian government bonds issued by the Government of India and corporatein debt securities. A small portion of the fund is also invested insecurities and equity securities of Indian companies.

The components of gratuity cost recognized in the income statement for the years ended March 31, 2015, 20142018, 2017 and 20132016 consist of the following:

 

  For the Year Ended March 31,  For the Year Ended March 31, 
  2015   2014   2013  2018  2017  2016 

Current service cost

  Rs.148    Rs.126    Rs.93   Rs.252  Rs.221  Rs.177 

Interest on net defined benefit liability/(asset)

   7     9     (2  6   14   2 
  

 

   

 

   

 

 

Gratuity cost recognized in income statement

Rs.155  Rs.135  Rs.91   Rs.258  Rs.235  Rs.179 
  

 

   

 

   

 

 

Details of the employee benefits obligations and plan assets are provided below:

  As of March 31, 
  2018  2017 
Present value of funded obligations Rs.2,007  Rs.1,840 
Fair value of plan assets  (1,958)  (1,687)
Net defined benefit liability recognized Rs.49  Rs.153 

Details of changes in the present value of defined benefit obligations are as follows:

  As of March 31, 
  2018  2017 
Defined benefit obligations at the beginning of the year Rs.1,840  Rs.1,540 
Current service cost  252   221 
Interest on defined obligations  125   114 
Re-measurements due to:        
Actuarial loss/(gain) due to change in financial assumptions  (121)  30 
Actuarial loss/(gain) due to demographic assumptions  11   (12)
Actuarial loss/(gain) due to experience changes  62   62 
Benefits paid  (162)  (115)
Defined benefit obligations at the end of the year Rs.2,007  Rs.1,840 

Details of changes in the fair value of plan assets are as follows:

  As of March 31, 
  2018  2017 
Fair value of plan assets at the beginning of the year Rs.1,687  Rs.1,303 
Employer contributions  313   348 
Interest on plan assets  121   99 
Re-measurements due to:        
Return on plan assets excluding interest on plan assets  (1)  52 
Benefits paid  (162)  (115)
Plan assets at the end of the year Rs.1,958  Rs.1,687 

F-41

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)

data)

 

18. Employee benefits (continued)

 

Details of the employee benefits obligations and plan assets are provided below:

   As of March 31, 
   2015   2014 

Present value of funded obligations

  Rs.1,236    Rs.1,040  

Fair value of plan assets

   (1,157   (909
  

 

 

   

 

 

 

Net defined benefit liability recognized

Rs.79  Rs.132  
  

 

 

   

 

 

 

Details of changes in the present value of defined benefit obligations are as follows:

   As of March 31, 
   2015   2014 

Defined benefit obligations at the beginning of the year

  Rs.1,040    Rs.875  

Current service cost

   148     126  

Interest on defined obligations

   87     65  

Re-measurements due to:

    

Actuarial loss/(gain) due to change in financial assumptions

   12     3  

Actuarial loss/(gain) due to demographic assumptions

   6     —    

Actuarial loss/(gain) due to experience changes

   27     42  

Benefits paid

   (84   (70
  

 

 

   

 

 

 

Defined benefit obligations at the end of the year

Rs.1,236  Rs.1,040  
  

 

 

   

 

 

 

Details of changes in the fair value of plan assets are as follows:

   As of March 31, 
   2015   2014 

Fair value of plan assets at the beginning of the year

  Rs.909    Rs.707  

Employer contributions

   209     201  

Interest on plan assets

   80     56  

Re-measurements due to:

    

Return on plan assets excluding interest on plan assets

   43     15  

Benefits paid

   (84   (70
  

 

 

   

 

 

 

Plan assets at the end of the year

Rs.1,157  Rs.909  
  

 

 

   

 

 

 

Sensitivity Analysis:

 

  As of
March 31, 20152018
 

Defined benefit obligation without effect of projected salary growth

 Rs.6761,167 

Add: Effect of salary growth

  560840 

Defined benefit obligation with projected salary growth

  1,2362,007 

Defined benefit obligation, using discount rate minus 50 basis points

  1,2842,082 

Defined benefit obligation, using discount rate plus 50 basis points

1,936
Defined benefit obligation, using salary growth rate plus 50 basis points

  1,2832,081
Defined benefit obligation, using salary growth rate minus 50 basis points1,937 

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. Employee benefits (continued)

 

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,  For the Year Ended March 31, 
  2015   2014   2013  2018  2017  2016 

Discount rate

   8.00%     9.00%     7.95%    7.75%  7.20%  7.80%

Rate of compensation increase

   
 
 
10% per annum for first 2
years and 9% per annum
thereafter
  
  
  
   
 
 
11% per annum for first 2
years and 10% per annum
thereafter
  
  
  
   
 
 
10% per annum for first 2
years and 9% per annum
thereafter
  
  
  
  7% per annum for the first  year and 9% per annum thereafter   7% per annum for the first  year and 9% per annum thereafter   10% per annum for the first 2 years and 9% per annum thereafter 

The assumptions used to determine gratuity cost:

 

  Year Ended March 31,  For the Year Ended March 31, 
  2015   2014   2013  2018  2017  2016 

Discount rate

   9.00%     7.95%     8.60%    7.20%  7.80%  8.00%

Rate of compensation increase

   
 
 
11% per annum for first 2
years and 10% per annum
thereafter
  
  
  
   
 
 
10% per annum for first 2
years and 9% per annum
thereafter
  
  
  
   
 
 
9% per annum for first
year and 8% per annum
thereafter
  
  
  
  7% per annum for the first  year and 9% per annum thereafter   10% per annum for the first 2 years and 9% per annum thereafter   10% per annum for the first 2 years and 9% per annum thereafter 

Contributions:The Company expects to contribute Rs.100Rs.49 to the Gratuity Plan during the year ending March 31, 2016.2019.

Disaggregation of plan assets:The Gratuity Plan’s weighted-average asset allocation atas of March 31, 20152018 and 2014,2017, by asset category, was as follows:

 

  As of March 31,  As of March 31, 
  2015 2014  2018  2017 

Funds managed by insurers

   99 99  99%  99%

Others

   1 1  1%  1%

The expected future cash flows in respect of gratuity as at March 31, 20152018 were as follows:

 

Expected contribution

 Amount 

During the year ended March 31, 20162019 (estimated)

 Rs.10049 

Expected future benefit payments

March 31, 2016

  151 

March 31, 2017

Expected future benefit payments
  161 

March 31, 2018

2019
  172244 

March 31, 2019

2020
  193219 

March 31, 2020

2021
  223212 

Thereafter

March 31, 2022
  1,231208
March 31, 2023208
Thereafter2,951 

Pension plan of the Company’s subsidiary, Industrias Quimicas Falcon de Mexico

All employees of the Company’s Mexican subsidiary, Industrias Quimicas Falcon de Mexico (“Falcon”), are entitled to a pension benefit 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. 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.

F-42

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)

data)

 

18. Employee benefits (continued)

 

The components of net pension cost recognized in the income statement for the years ended March 31, 2015, 20142018, 2017 and 20132016 consist of the following:

 

  For the Year Ended March 31,  For the Year Ended March 31, 
  2015   2014   2013  2018  2017  2016 

Current service cost

  Rs.13    Rs.18    Rs.16   Rs.12  Rs.13  Rs.14 

Interest on net defined benefit liability/(asset)

   9     11     5    13   12   11 
  

 

   

 

   

 

 

Total cost recognized in income statement

Rs.22  Rs.29  Rs.21   Rs.25  Rs.25  Rs.25 
  

 

   

 

   

 

 

Details of the employee benefits obligation and plan assets are provided below:

 

  As of March 31,  As of March 31, 
  2015   2014  2018  2017 

Present value of funded obligations

  Rs.252    Rs.252   Rs.243  Rs.218 

Fair value of plan assets

   (68   (110  (66)  (60)
  

 

   

 

 

Net defined benefit liability recognized

Rs.184  Rs.142   Rs.177  Rs.158 
  

 

   

 

 

Details of changes in the present value of defined benefit obligations are as follows:

 

  As of March 31,  As of March 31, 
  2015   2014  2018  2017 

Defined benefit obligations at the beginning of the year

  Rs.252    Rs.301   Rs.218  Rs.249 

Current Service cost

   13     18  
Current service cost  12   13 

Interest on defined obligations

   18     20    19   17 

Re-measurements due to:

            

Actuarial loss/(gain) due to change in financial assumptions

   13     (45  (6)  (24)

Actuarial loss/(gain) due to experience changes

   25     (28  0   7 

Benefits paid

   (42   (29  (8)  (19)

Foreign exchange differences

   (27   15    8   (25)
  

 

   

 

 

Defined benefit obligations at the end of the year

Rs.252  Rs.252   Rs.243  Rs.218 
  

 

   

 

 

Details of changes in the fair value of plan assets are as follows:

 

  As of March 31,  As of March 31, 
  2015   2014  2018  2017 

Fair value of plan assets at the beginning of the year

  Rs.110    Rs.125   Rs.60  Rs.61 

Employer contributions

   3     —      8   19 

Interest on plan assets

   9     10    7   6 

Re-measurements due to:

            

Return on plan assets excluding interest on plan assets

   (2   (2  (3)  (0)

Benefits paid

   (42   (29  (8)  (19)

Foreign exchange differences

   (11   6    2   (7)
  

 

   

 

 

Plan assets at the end of the year

Rs.68  Rs.110   Rs.66  Rs.60 
  

 

   

 

 

Sensitivity Analysis:

 

  As of March
31, 20152018
 

Defined benefit obligation without effect of projected salary growth

 Rs.159160 

Plus effect of salary growth

  9483 

Defined benefit obligation with projected salary growth

  252243 

Defined benefit obligation, using discount rate minus 50 basis points

  266254 

Defined benefit obligation, using discount rate plus 50 basis points

232
Defined benefit obligation, using salary growth rate plus 50 basis points

  266255
Defined benefit obligation, using salary growth rate minus 50 basis points231 

Contributions:The Company expects to contribute Rs.41Rs.36 to the Falcon defined benefit plans during the year ending March 31, 2016.2019.

F-43

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)

data)

 

18. Employee benefits (continued)

 

Summary of the actuarial assumptions:The actuarial assumptions used in accounting for the Falcon defined benefit plans are as follows:

Assumptions used to determine defined benefit obligations:

Assumptions used to determine defined benefit obligations: For the Year Ended March 31, 
  2018  2017  2016 
Discount rate  9.00%  8.75%  7.75%
Rate of compensation increase  4.50%  4.50%  4.50%

 

   Year Ended March 31, 
   2015  2014  2013 

Discount rate

   7.50  8.00  6.50

Rate of compensation increase

   4.50  4.50  4.50

Assumptions used to determine defined benefit cost:

 

  Year Ended March 31,  For the Year Ended March 31, 
  2015 2014 2013  2018  2017  2016 

Discount rate

   8.00 6.50 7.50  8.75%  7.75%  7.50%

Rate of compensation increase

   4.50 4.50 4.50  4.50%  4.50%  4.50%

Plan assets:The Falcon pension plan’s weighted-average asset allocation at March 31, 20152018 and 2014,2017, by asset category is as follows:

 

  As of March 31,  As of March 31, 
  2015 2014  2018  2017 

Corporate bonds

   51 51  51%  51%

Others

   49 49  49%  49%

The expected future cash flows in respect of post-employment benefit plans in Mexico as at March 31, 20152018 were as follows:

 

Expected contribution

 Amount 

During the year ended March 31, 20162019 (estimated)

 Rs.4136 

Expected future benefit payments

March 31, 2016

  4 

March 31, 2017

Expected future benefit payments
  4 

March 31, 2018

2019
3
March 31, 2020  6 

March 31, 2019

2021
  98 

March 31, 2020

2022
  1211 

Thereafter

March 31, 2023
  11913
Thereafter607 

Provident fund benefits

Certain categories of 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 contributed Rs.492, Rs.411Rs.735, Rs.682 and Rs.349Rs.574 to the provident fund plan during the years ended March 31, 2015, 20142018, 2017 and 2013,2016, respectively.

Superannuation benefits

Certain categories of employees of the Company participate in superannuation, a defined contribution plan administered by the Life Insurance Corporation of India. The Company makes annualmonthly contributions based on a specified percentage of each covered employee’s salary. The Company has no further obligations under the plan beyond its annualmonthly contributions. The Company contributed Rs.68, Rs.63Rs.88, Rs.79 and Rs.56Rs.71 to the superannuation plan during the years ended March 31, 2015, 20142018, 2017 and 2013,2016, 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.195, Rs.162Rs.212, Rs.231 and Rs.125Rs.204 to the 401(k) retirement savings plan during the years ended March 31, 2015, 20142018, 2017 and 2013,2016, respectively. The Company has no further obligations under the plan beyond its annualmonthly matching 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. 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 contributed Rs.151, Rs.151Rs.135, Rs.134 and Rs.128Rs.156 to the National Insurance during the years ended March 31, 2015, 20142018, 2017 and 2013,2016, 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)

data)

 

18. Employee benefits (continued)

 

Compensated absences

The Company provides for accumulation of compensated absences by certain categories of its employees. These employees can carry forward a portion of the unutilized compensated absences and utilize itthem in future periods or receive cash in lieu thereof as per the Company’s policy. The Company records a liability for compensated absences in the period in which the employee renders the services that increases this entitlement. The total liability recorded by the Company towards this obligation was Rs.616Rs.1,093 and Rs.463Rs.855 as at March 31, 20152018 and 2014,2017, respectively.

Long term incentive plan

Certain senior management employees of the Company participate in a long term incentive plan which is aimed at rewarding the individual, based on performance of such individual, their business unit/function and the Company as a whole, with significantly higher rewards for superior performances. The total liability recorded by the Company towards this benefit was Rs.323Rs.622 as ofat March 31, 2015.

Total employee benefit expenses, including share based payments, incurred during the years2017. The plan ended on March 31, 2015, 20142017 and 2013 amounted to Rs.28,967, Rs.24,937 and Rs.20,413, respectively.the liability has been paid.

19. 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 DRLthe parent company and its subsidiaries (collectively, “eligible employees”). The Nomination, Governance and Compensation Committee of the Board of DRLthe parent company (the “Committee”) administers the DRL 2002 Plan and grants stock options to eligible employees. The 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, as amended at annual general meetings of shareholders held on July 28, 2004 and on July 27, 2005, provides 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.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 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.

After the stock split effected in the form of a stock dividend issued by the Company in August 2006, the DRL 2002 Plan provides for stock option grants in the above two categories as follows:

 

Particulars

  Number of
options reserved
under category A
   Number of
options reserved
under category B
   Total  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    300,000   1,995,478   2,295,478 

Options exercised prior to stock dividend date (A)

   94,061     147,793     241,854    94,061   147,793   241,854 

Balance of shares that can be allotted on exercise of options (B)

   205,939     1,847,685     2,053,624    205,939   1,847,685   2,053,624 

Options arising from stock dividend (C)

   205,939     1,847,685     2,053,624    205,939   1,847,685   2,053,624 

Options reserved after stock dividend (A+B+C)

   505,939     3,843,163     

4,349,102

    505,939   3,843,163   4,349,102 

Stock option activity under the DRL 2002 Plan for the two categories of options during the years ended March 31, 2018 and 2017 is as follows:

Category A — Fair Market Value Options: There was no activity under this category during the years ended March 31, 2018 and 2017, and there were no options outstanding under this category as of March 31, 2018 and March 31, 2017.

F-45

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)

data)

 

19. Employee stock incentive plans (continued)

 

Dr. Reddy’s Employees Stock Option Plan -2002 (the “DRL 2002 Plan”) (continued)

Stock option activity under the DRL 2002 Plan for the two categories of options during the years ended March 31, 2015 and 2014 is as follows:

  For the Year Ended March 31, 2018 
Category B — Par Value Options Shares arising
out of options
  Range of
exercise prices
  Weighted
average
exercise price
  Weighted average
remaining useful
life (months)
 
Outstanding at the beginning of the year  330,142  Rs.5.00  Rs.5.00   69 
Granted during the year  158,112   5.00   5.00   90 
Expired/forfeited during the year  (23,318)  5.00   5.00   - 
Exercised during the year  (144,392)  5.00   5.00   - 
Outstanding at the end of the year  320,544  Rs.5.00  Rs.5.00   70 
Exercisable at the end of the year  47,383  Rs.5.00  Rs.5.00   49 

 

   Year Ended March 31, 2015 
   Shares arising
out of options
   Range of exercise
prices
   Weighted
average exercise
price
   Weighted average
remaining useful
life (months)
 

Category A — Fair Market Value Options

        

Outstanding at the beginning of the period

   10,000    Rs.448    Rs.448     44  

Granted during the period

   —       —       —       —    

Expired/forfeited during the period

   —       —       —       —    

Exercised during the period

   (10,000  Rs.448    Rs.448     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

 —     —     —     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

 —     —     —     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

   Year Ended March 31, 2015 
   Shares arising
out of options
   Range of exercise
prices
   Weighted
average exercise
price
   Weighted average
remaining useful
life (months)
 

Category B — Par Value Options

        

Outstanding at the beginning of the period

   641,674    Rs.5.00    Rs.5.00     78  

Granted during the period

   230,840     5.00     5.00     90  

Expired/forfeited during the period

   (59,148   5.00     5.00     —    

Exercised during the period

   (227,912   5.00     5.00     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

 585,454  Rs.5.00  Rs.5.00   71  
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

 43,425  Rs.5.00  Rs.5.00   40  
  

 

 

   

 

 

   

 

 

   

 

 

 

   Year Ended March 31, 2014 
   Shares arising
out of options
   Range of exercise
prices
   Weighted
average exercise
price
   Weighted average
remaining useful
life (months)
 

Category A — Fair Market Value Options

        

Outstanding at the beginning of the period

   11,000    Rs.373.50-448    Rs.441.23     52  

Granted during the period

   —       —       —       —    

Expired/forfeited during the period

   (1,000   373.50     373.50     —    

Exercised during the period

   —       —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

 10,000  Rs.448  Rs.448   44  
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

 10,000  Rs.448  Rs.448   44  
  

 

 

   

 

 

   

 

 

   

 

 

 

   Year Ended March 31, 2014 
   Shares arising
out of options
   Range of exercise
prices
   Weighted
average exercise
price
   Weighted average
remaining useful
life (months)
 

Category B — Par Value Options

        

Outstanding at the beginning of the period

   684,259    Rs.5.00    Rs.5.00     71  

Granted during the period

   258,870     5.00     5.00     90  

Expired/forfeited during the period

   (60,315   5.00     5.00     —    

Exercised during the period

   (241,140   5.00     5.00     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

 641,674  Rs.5.00  Rs.5.00   78  
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

 50,818  Rs.5.00  Rs.5.00   42  
  

 

 

   

 

 

   

 

 

   

 

 

 

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 stock incentive plans (continued)

Dr. Reddy’s Employees Stock Option Plan -2002 (the “DRL 2002 Plan”) (continued)

  For the Year Ended March 31, 2017 
Category B — Par Value Options Shares arising
out of options
  Range of
exercise prices
  Weighted
average
exercise price
  Weighted average
remaining useful
life (months)
 
Outstanding at the beginning of the year  427,348  Rs.5.00  Rs.5.00   72 
Granted during the year  103,136   5.00   5.00   90 
Expired/forfeited during the year  (22,597)  5.00   5.00   - 
Exercised during the year  (177,745)  5.00   5.00   - 
Outstanding at the end of the year  330,142  Rs.5.00  Rs.5.00   69 
Exercisable at the end of the year  40,882  Rs.5.00  Rs.5.00   38 

 

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, 20152018 and 20142017 was Rs.2,318Rs.2,546 and Rs.2,036Rs.3,266 per option, respectively. The weighted average share price on the date of exercise of options during the years ended March 31, 20152018 and 20142017 was Rs.2,525Rs.2,375 and Rs.2,143Rs.3,292 per share, respectively.

The aggregate intrinsic value of options exercised under the DRL 2002 Plan (both category A and B) during the years ended March 31, 20152018 and 20142017 was Rs.595Rs.342 and Rs.516,Rs.584, respectively. As of March 31, 2015,2018, options outstanding under the DRL 2002 Plan (both category A and B) had an aggregate intrinsic value of Rs.2,040Rs.665 and options exercisable under the DRL 2002 Plan (both category A and B) had an aggregate intrinsic value of Rs.151.Rs.98.

The term of the DRL 2002 plan was extended for a period of 10 years effective as of January 29, 2012 by the shareholders at the Company’s Annual General Meeting held on July 20, 2012.

Dr. Reddy’s Employees ADR Stock Option Plan, 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 and directors (excluding promoter directors) of DRL and its subsidiaries (collectively, “eligible employees”). The Committee administers the DRL 2007 Plan and grants stock options to eligible employees. The 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 Plan 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., Rs.5 per option).

No options have been granted under Category A as of March 31, 2015. Stock options activity for category B options under the DRL 2007 Plan during the years ended March 31, 2015 and 2014 is as follows:

F-46

 

   Year Ended March 31, 2015 
   Shares arising
out of options
   Range of
exercise
prices
   Weighted
average
exercise price
   Weighted average
remaining useful
life (months)
 

Category B — Par Value Options

        

Outstanding at the beginning of the period

   97,463     Rs.5.00     Rs.5.00     79  

Granted during the period

   45,796     5.00     5.00     90  

Expired/forfeited during the period

   (10,515   5.00     5.00     —    

Exercised during the period

   (34,394   5.00     5.00     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

 98,350   Rs.5.00   Rs.5.00   72  
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

 6,730   Rs.5.00   Rs.5.00   42  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

   Year Ended March 31, 2014 
   Shares arising
out of options
   Range of
exercise
prices
   Weighted
average
exercise price
   Weighted average
remaining useful
life (months)
 

Category B — Par Value Options

        

Outstanding at the beginning of the period

   98,608    Rs.5.00    Rs.5.00     73  

Granted during the period

   44,240     5.00     5.00     90  

Expired/forfeited during the period

   (14,132   5.00     5.00     —    

Exercised during the period

   (31,253   5.00     5.00     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Outstanding at the end of the period

 97,463  Rs.5.00  Rs.5.00   79  
  

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at the end of the period

 7,265  Rs.5.00  Rs.5.00   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)

data)

 

19. Employee stock incentive plans (continued)

 

Dr. Reddy’s Employees ADR Stock Option Plan, 2007 (the “DRL 2007 Plan”) (continued)

No options were granted under Category A as of March 31, 2018 and 2017.

Stock options activity for category B options under the DRL 2007 Plan during the years ended March 31, 2018 and 2017 is as follows:

  For the Year Ended March 31, 2018 
Category B — Par Value Options Shares
arising out
of options
  Range of
exercise
prices
  Weighted
average
exercise price
  Weighted average
remaining useful
life (months)
 
Outstanding at the beginning of the year  88,141  Rs.5.00  Rs.5.00   74 
Granted during the year  63,304   5.00   5.00   90 
Expired/forfeited during the year  (19,335)  5.00   5.00   - 
Exercised during the year  (24,802)  5.00   5.00   - 
Outstanding at the end of the year  107,308  Rs.5.00  Rs.5.00   73 
Exercisable at the end of the year  11,034  Rs.5.00  Rs.5.00   47 

  For the Year Ended March 31, 2017 
Category B — Par Value Options Shares
arising out
of options
  Range of
exercise
prices
  Weighted
average
exercise price
  Weighted average
remaining useful
life (months)
 
Outstanding at the beginning of the year  92,043  Rs.5.00  Rs.5.00   79 
Granted during the year  52,956   5.00   5.00   90 
Expired/forfeited during the year  (23,039)  5.00   5.00   - 
Exercised during the year  (33,819)  5.00   5.00   - 
Outstanding at the end of the year  88,141  Rs.5.00  Rs.5.00   74 
Exercisable at the end of the year  6,517  Rs.5.00  Rs.5.00   43 

 

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, 20152018 and 20142017 was Rs.2,283Rs.2,540 and Rs.2,036,Rs.3,266, respectively. The weighted average share price on the date of exercise of options during the yearyears ended March 31, 20152018 and 20142017 was Rs.2,604Rs.2,295 and Rs.2,122,Rs.3,268, respectively.

The aggregate intrinsic value of options exercised under the DRL 2007 Plan during the yearyears ended March 31, 20152018 and 20142017 was Rs.89Rs.57 and Rs.66,Rs.110, respectively. As of March 31, 2015,2018, options outstanding under the DRL 2007 Plan had an aggregate intrinsic value of Rs.343Rs.223 and options exercisable under the DRL 2007 Plan had an aggregate intrinsic value of Rs.23.

During the year ended March 31, 2015, the Company adopted a new program to grant performance linked stock options to certain employees under the DRL 2002 Plan and the DRL 2007 Plan. Under this program, performance was measured each year against pre-defined interim targets over the three year period ending on March 31, 2017 and eligible employees were granted stock options upon meeting such targets. The stock options so granted will vest only upon satisfaction of certain service period conditions which range from 1 to 4 years. After vesting, such stock options generally have a maximum contractual term of five years.

Valuation of stock options:

The fair value of stock options granted under the DRL 2002 Plan and the DRL 2007 Plan has been measured using the Black–Scholes-Merton model at the date of the grant.

The Black-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 and contractual term, as well as the expected exercise behavior 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.

F-47

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

19. Employee stock incentive plans (continued)

The estimated fair value of stock options is charged torecognized in the consolidated income statement 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 inputs used in computing the fair value of options granted were as follows:

 

  Grants made on  Grants made on 
  July 14, 2014 June 15, 2014 May 25, 2014 May 13, 2013  July 10, 2017  May 11, 2017  November 15, 2016  September 20, 2016  July 26, 2016 

Expected volatility

   23.20 23.15 22.52 20.50  30.86%  30.08%  32.77%  32.92%  29.88%

Exercise price

  Rs.5.00   Rs.5.00   Rs.5.00   Rs.5.00   Rs.5.00  Rs.5.00  Rs.5.00  Rs.5.00  Rs.5.00 

Option life

   2.5 Years   2.5 Years   2.5 Years   2.5 Years    2.5 Years   2.5 Years   2.5 Years   2.5 Years   2.5 Years 

Risk-free interest rate

   8.55 8.38 8.50 7.43  6.48%  6.69%  6.27%  6.81%  6.91%

Expected dividends

   0.67 0.74 0.78 0.72  0.77%  0.77%  0.60%  0.60%  0.60%

Grant date share price

  Rs.2,695.00   Rs.2,445.15   Rs.2,308.70   Rs.2,077.30   Rs.2,726.20  Rs.2,594.00  Rs.3,310.70  Rs.3,157.80  Rs.3,319.65 

In addition to the above, during the year ended March 31, 2015, the Company adopted a new program to grant performance linked stock options to certain employees under the DRL 2002 Plan and the DRL 2007 Plan. Under this program, performance targets are measured each year against pre-defined interim targets over the three year period ending on March 31, 2017 and eligible employees are granted stock options upon meeting such targets. The stock options so granted are ultimately vested with the employees who meet subsequent service vesting conditions which range from 1 to 4 years. After vesting, such stock options generally have a maximum contractual term of five years.

The fair value of services received in return for stock options granted to employees is measured by reference to the fair value of stock options granted. The fair value of stock options has been measured using the Black-Scholes-Merton valuation model at the date of the grant.

Share-based payment expense

For the years ended March 31, 2015, 2014 and 2013, the Company recorded employee share based payment expense of Rs.498, Rs.436 and Rs.390, respectively. As of March 31, 2015, there was approximately Rs.558 of total unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of 3.60 years.

  For the Year Ended March 31, 
  2018  2017  2016 
Cash settled share-based payment expense(1)  28   48   29 
Equity settled share-based payment expense(2)  454   350   442 
   482   398   471 

(1)Certain of the Company’s employees are eligible for share-based payment awards that are settled in cash. These awards entitle the employees to a cash payment, on the exercise date, subject to vesting upon satisfaction of certain service conditions which range from 1 to 4 years. The amount of cash payment is determined based on the price of the Company’s ADSs at the time of exercise. As of March 31, 2018, there was Rs.67 of total unrecognized compensation cost related to unvested awards. This cost is expected to be recognized over a weighted-average period of 1.96 years. This scheme does not involve dealing in or subscribing to or purchasing securities of the Company, directly or indirectly.

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)As of March 31, 2018, there was Rs.313 of total unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of 1.98 years.

 

20. Provisions

The details of changes in provisions during the year ended March 31, 20152018 are as follows:

 

Particulars

  Allowance for
sales return
(1)
   Environmental
liability
(2)
   Legal and
others
   Total  Allowance for
sales return(1)
  Environmental
liability(2)
  Legal and
others(3)
  Total 

Balance as at April 1, 2014

  Rs.2,504    Rs.58    Rs.349    Rs.2,911  
Balance as at April 1, 2017 Rs.3,784  Rs.47  Rs.725  Rs.4,556 

Provision made during the year

   3,535     —       12     3,547    2,960   -   142   3,102 

Provision used or reversed during the year

   (2,184   —       (35   (2,219  (3,561)  -   (345)  (3,906)

Effect of changes in foreign exchange rates

   50     (5   —       45    27   6   -   33 
  

 

   

 

   

 

   

 

 

Balance as at March 31, 2015

Rs.3,905  Rs.53  Rs.326  Rs.4,284  
  

 

   

 

   

 

   

 

 
Balance as at March 31, 2018 Rs.3,210  Rs.53  Rs.522  Rs.3,785 

Current

Rs.3,905  Rs.—    Rs.326  Rs.4,231   Rs.3,210  Rs.-  Rs.522  Rs.3,732 

Non-current

 —     53   —     53    -   53   -   53 
  

 

   

 

   

 

   

 

  Rs.3,210  Rs.53  Rs.522  Rs.3,785 
Rs.3,905  Rs.53  Rs.326  Rs.4,284  
  

 

   

 

   

 

   

 

 

 

(1)

Provision for sales returns is accounted for by recording a provision based on the Company’s estimate of expected sales returns. See Note 3(l) for the Company’s accounting policy on sales returns.

(2)

As a result of the acquisition of a unit of The Dow Chemical Company in April 2008, the Company assumed a liability for contamination of the Mirfield site acquired amounting toof Rs.39 (carrying value Rs.53). The seller is required to indemnify the Company for this liability. Accordingly, 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 deposited Rs.83 (carrying value Rs.107) as additional security and recorded the same as restricted cash.

21. Trade and other payables

Trade and other payables consist of the following:

(3)Primarily consists of provision recorded towards the potential liability arising out of a litigation relating to cardiovascular and anti-diabetic formulations. Refer to Note 39 (Contingencies) of these consolidated financial statements under “Product and patent related matters - Matters relating to National Pharmaceutical Pricing Authority - Litigation relating to Cardiovascular and Anti-diabetic formulations” for further details.

 

   As at March 31, 
   2015   2014 

Due to related parties

  Rs.4    Rs.1  

Others

   10,656     10,502  
  

 

 

   

 

 

 
Rs.10,660  Rs.10,503  
  

 

 

   

 

 

 

22. Other liabilities

Other liabilities consist of the following:

F-48

 

   As at March 31, 
   2015   2014 

Current

    

Advance from customers

  Rs.280    Rs.306  

Statutory dues payable

   596     451  

Accrued expenses

   12,529     11,138  

Deferred revenue

   776     372  

Others

   3,136     2,975  
  

 

 

   

 

 

 
Rs.17,317  Rs.15,242  
  

 

 

   

 

 

 

Non-current

Statutory dues payable

Rs.8  Rs.8  

Deferred revenue

 2,112   959  

Others

 1,206   816  
  

 

 

   

 

 

 
Rs.3,326  Rs.1,783  
  

 

 

   

 

 

 

23. Revenue

Revenue consists of the following:

 

   Year Ended March 31, 
   2015   2014   2013 

Sales

  Rs.146,131    Rs.130,287    Rs.113,917  

Services

   1,689     1,632     2,070  

License fees

   369     251     279  
  

 

 

   

 

 

   

 

 

 
Rs.148,189  Rs.132,170  Rs.116,266  
  

 

 

   

 

 

   

 

 

 

Revenue includes excise duties of Rs.829, Rs.820 and Rs.718 for the years ended March 31, 2015, 2014 and 2013, respectively.

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share datadata)

21. Trade and where otherwise stated)other payables

Trade and other payables consist of the following:

  As at March 31, 
  2018  2017 
Due to related parties Rs.14  Rs.9 
Others  16,038   13,408 
  Rs.16,052  Rs.13,417 

22. Other liabilities

Other liabilities consist of the following:

  As at March 31, 
  2018  2017 
Current      
Accrued expenses Rs.14,861  Rs.13,963 
Employee benefits payable  3,927   4,416 
Statutory dues payable  915   558 
Deferred revenue  622   509 
Advance from customers  360   310 
Others  1,983   2,089 
  Rs.22,668  Rs.21,845 
Non-current        
Deferred revenue  2,697   3,166 
Others  883   911 
  Rs.3,580  Rs.4,077 

23. Revenue

Revenue consists of the following:

  For the Year Ended March 31, 
  2018  2017  2016 
Sales Rs.138,022  Rs.138,663  Rs.152,476 
Service income  1,534   1,536   1,466 
License fees(1)  2,472   610   766 
  Rs.142,028  Rs.140,809  Rs.154,708 
Excise duty included in revenues Rs.173  Rs.939  Rs.842 

(1)License fees for the year ended March 31, 2018 primarily includes out-licensing revenue from Encore Dermatology Inc. Refer to Note 35 of these consolidated financial statements for further details.

Effective July 1, 2017, a Goods and Services Tax (“GST”) was introduced in India, replacing the excise duty and various other taxes. Following the principles of IAS 18, revenues from operations are disclosed net of GST. For periods prior to July 1, 2017, the excise duty amount was recorded as part of revenues with a corresponding amount recorded in the cost of revenues. Accordingly, revenues and cost of revenues for the year ended March 31, 2018 are not comparable with those of the previous years presented.

 

24. Other (income)/expense, net

Other (income)/expense, net consists of the following:

 

   Year Ended March 31, 
   2015   2014   2013 

Loss/(profit) on sale of property, plant and equipment and intangibles, net

  Rs.144    Rs.(53  Rs.(143

Sale of spent chemical

   (521   (481   (588

Miscellaneous income(1)

   (540   (882   (1,580

Provision/(reversal of provision) for expected claim from an innovator(2)

   —       —       (168
  

 

 

   

 

 

   

 

 

 
Rs.(917Rs.(1,416Rs.(2,479
  

 

 

   

 

 

   

 

 

 
  For the Year Ended March 31, 
  2018  2017  2016 
Loss on sale/disposal of property, plant and equipment and other intangibles, net Rs.55  Rs.80  Rs.112 
Sale of spent chemicals  (297)  (206)  (271)
Scrap sales  (169)  (216)  (220)
Miscellaneous income, net(1)  (377)  (723)  (495)
  Rs.(788) Rs.(1,065) Rs.(874)

 

(1)

Miscellaneous income forDuring the yearthree months ended March 31, 2014 includes Rs.415 (CAD6.75) from2017, the resolution ofCompany entered into an agreement with Galderma Laboratories, LP to settle the ongoing litigation associated with the sale of one ofrelating to the Company’s launch of a generic productsproduct in North America.

the United States. Pursuant to the settlement, the Company recorded an amount of Rs.417, representing the relevant consideration attributable to settlement of such litigation.

Miscellaneous income for the year ended March 31, 2013, includes Rs.1,112 towards settlement of the Company’s ongoing litigation with Nordion Inc. (formerly known as MDS Inc.). During March 2013, the Company entered into an agreement with Nordion Inc. to settle its ongoing litigation for alleged breach of service obligations by Nordion Inc. during the years 2000 to 2004. As part of the settlement, the Company received a total amount of Rs.1,220 (U.S.$22.5) from Nordion Inc., out of which Rs.108 (U.S.$2) was towards reimbursement of research and development cost and was recorded as a reduction in such cost. The balance of Rs.1,112 (U.S.$20.5) was compensation for lost profits and was recorded as part of other income.

 (2)F-49

This reversal of provision of Rs.168 for expected claim from an innovator pertains to the resolution of litigation surrounding the Company’s sales of olanazapine in Canada.

25. Finance (expense)/income, net

Finance (expense)/income, net consists of the following:

 

   Year Ended March 31, 
   2015   2014   2013 

Interest income

  Rs.1,061    Rs.1,085    Rs.900  

Dividend and profit on sale of other investments(1)

   755     217     213  

Foreign exchange gain, net(2)

   958     372     365  

Interest expense

   (1,092   (1,274   (1,018
  

 

 

   

 

 

   

 

 

 
Rs.1,682  Rs.400  Rs.460  
  

 

 

   

 

 

   

 

 

 

 

(1)

Profit on sale of other investments primarily represents amounts reclassified from other comprehensive income to the income statement on redemption of the Company’s “available for sale” financial instruments.

(2)

During the year ended March 31, 2015, the Company recorded a foreign exchange loss of Rs.843 on translation of certain monetary assets and liabilities of its subsidiary in Venezuela. Refer to Note 39 for further details.

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)data)

25. Finance (expense)/income, net

Finance (expense)/income, net consists of the following:

  For the Year Ended March 31, 
  2018  2017  2016 
Interest income Rs.540  Rs.558  Rs.1,399 
Dividend and profit on sale of other investments(1)  2,270   956   852 
Foreign exchange gain  87   73   - 
Finance income (A) Rs.2,897  Rs.1,587  Rs.2,251 
Interest expense Rs.(788) Rs.(634) Rs.(826)
Foreign exchange loss(2)  (29)  (147)  (4,133)
Finance expense (B) Rs.(817) Rs.(781) Rs.(4,959)
Finance (expense)/income, net [(A)+(B)] Rs.2,080  Rs.806  Rs.(2,708)

(1)Profit on sale of other investments primarily represents amounts reclassified from other comprehensive income to the consolidated income statement on redemption of the Company’s “available for sale” financial instruments.

(2)Includes the foreign exchange losses related to the Company’s Venezuela operations of Rs.37, Rs.41 and Rs.4,621 for the year ended March 31, 2018, 2017 and 2016 respectively. Refer to Note 38 of these consolidated financial statements for further details.

 

26. Income taxes

 

a. Income tax (expense)/benefit recognized in the consolidated income statement

Income tax (expense)/benefit recognized in the consolidated income statement consists of the following:

 

  Year Ended March 31,  For the Year Ended March 31, 
2015   2014   2013  2018  2017  2016 

Current taxes

                  

Domestic

  Rs.(4,461  Rs.(5,090  Rs.(4,310 Rs.(1,412) Rs.(1,936) Rs.(4,331)

Foreign

   (2,545   (1,472   (2,141  (363)  (1,158)  (3,046)
  

 

   

 

   

 

  Rs.(1,775) Rs.(3,094) Rs.(7,377)
Rs.(7,006Rs.(6,562Rs.(6,451
  

 

   

 

   

 

 

Deferred taxes (expense)/benefit

Deferred taxes            

Domestic

Rs.637  Rs.(294Rs.(257 Rs.(379) Rs.223  Rs.132 

Foreign

 385   1,762   1,808    (2,381)  257   118 
  

 

   

 

   

 

  Rs.(2,760) Rs.480  Rs.250 
Rs.1,022  Rs.1,468  Rs.1,551  
  

 

   

 

   

 

 

Total income tax expense recognized in the income statement

Rs.(5,984Rs.(5,094Rs.(4,900
  

 

   

 

   

 

 
Total income tax expense recognized in the consolidated income statement Rs.(4,535) Rs.(2,614) Rs.(7,127)

b. Income tax (expense)/benefit recognized directly in equity

Income tax (expense)/benefit recognized directly in equity consistconsists of the following:

 

  Year Ended March 31,  For the Year Ended March 31, 
2015   2014   2013  2018  2017  2016 

Tax effect on changes in fair value of other investments

  Rs.(366  Rs.(14  Rs.(12 Rs.1,370  Rs.(499) Rs.(88)

Tax effect on foreign currency translation differences

   174     (2   (7  (17)  148   (62)

Tax effect on effective portion of change in fair value of cash flow hedges

   96     80     (722  41   (60)  (23)

Tax effect on actuarial gains/losses on defined benefit obligations

   16     (20   68    (12)  14   64 
  

 

   

 

   

 

  Rs.1,382  Rs.(397) Rs.(109)
Rs.(80Rs.44  Rs.(673
  

 

   

 

   

 

 

c.Reconciliation of effective tax rate

The following is a reconciliation of the Company’s effective tax rates for the years ended March 31, 2015, 2014 and 2013:

 

   Year Ended March 31, 
  2015  2014  2013 

Profit before income taxes

  Rs.28,163   Rs.26,606    Rs.21,676  

Enacted tax rate in India

   33.99  33.99  32.45

Computed expected tax benefit/(expense)

  Rs.(9,572 Rs.(9,043 Rs.(7,034

Effect of:

    

Differences between Indian and foreign tax rates

  Rs.566   Rs.1,003   Rs.1,207  

Impairment of product related intangibles and goodwill

   —      169    (214

(Unrecognized)/recognition of previously unrecognized deferred tax assets, net

   18    (687  (332

Expenses not deductible for tax purposes

   (110  (117  (203

Share-based payment expense

   —      684    (105

Interest expense not deductible for tax purposes

   —      —      (25

Income exempt from income taxes

   794    661    412  

Foreign exchange differences

   (380  230    (131

Incremental deduction allowed for research and development costs

   2,265    2,026    1,311  

Qualified domestic production activities deduction in the United States

   4    9    51  

Effect of change in tax rate

   (25  —      (60

Investment allowance deduction

   251    67    —    

Others

   205    (96  223  
  

 

 

  

 

 

  

 

 

 

Income tax benefit/(expense)

Rs.(5,984Rs.(5,094Rs.(4,900
  

 

 

  

 

 

  

 

 

 

Effective tax rate

 21 19 23
  

 

 

  

 

 

  

 

 

 
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)

data)

 

26. Income taxes (continued)

 

c.Reconciliation of effective tax rate

The following is a reconciliation of the Company’s consolidated weighted averageeffective tax rates for the years ended March 31, 20152018, 2017 and 2014 were 21% and 19%, respectively. Income tax expense was Rs.5,984 for2016:

  For the Year Ended March 31, 
  2018  2017  2016 
Profit before income taxes Rs.14,341  Rs.14,653  Rs.27,140 
Enacted tax rate in India  34.61%  34.61%  34.61%
Computed expected tax benefit/(expense) Rs.(4,963) Rs.(5,071) Rs.(9,393)
Effect of:            
Differences between Indian and foreign tax rates Rs.712  Rs.98  Rs.1,122 
(Unrecognized deferred tax assets)/recognition of previously unrecognized deferred tax assets, net  (1,673)  (2,849)  (1,600)
Expenses not deductible for tax purposes  (261)  (378)  (138)
Reversal of earlier years’ tax provisions  135   1,370   - 
Income exempt from income taxes  746   280   731 
Foreign exchange differences  41   439   (836)
Incremental deduction allowed for research and development costs(1)  1,324   3,111   2,782 
Tax expense on distributed/undistributed earnings of subsidiary outside India  -   (3)  (519)
Deduction for qualified domestic production activities in the United States  -   -   38 
Effect of change in tax rate  (1,329)  104   (30)
Investment allowance deduction  -   363   177 
Others  733   (79)  539 
Income tax benefit/(expense) Rs.(4,535 Rs.(2,614 Rs.(7,127
Effective tax rate  32%  18%  26%

(1)India’s Finance Act, 2016 incorporated an amendment that reduces the weighted deduction on eligible research and development expenditure in a phased manner from 200% to 150% commencing from April 1, 2017.

The increase in the year ended March 31, 2015, as compared to income tax expense of Rs.5,094 for the year ended March 31, 2014. TheCompany’s effective tax rate for the year ended March 31, 2014 was lower primarily2018 as a result of a favorable order fromcompared to the Income Tax Appellate Tribunal, Hyderabad, India on a previously litigated tax matter relating to deductibility of share-based payment expense.

The rate of weighted deduction on the Company’s eligible research and development expenditure was equal to 200% for the yearsyear ended March 31, 2015 and 2014, respectively.2017 was primarily on account of the following:

·re-measurement of deferred tax assets and liabilities of the Company’s subsidiaries in the United States due to the enactment of The Tax Cuts and Jobs Act of 2017 in the United States on December 22, 2017. Due to this enactment, the Company re-measured its U.S. deferred tax assets and liabilities based on the new tax law. This resulted in a charge of Rs.1,304 for the year ended March 31, 2018, primarily to reflect the impact on our U.S. deferred tax assets of the reduction in the corporate federal income tax rate from 35% to 21% under the new tax law;

·resolution of a certain tax matter in the Company’s favor during the year ended March 31, 2017, resulting in a reversal of Rs.1,370 in income tax expense pertaining to earlier years. This reduced the effective tax rate for the year ended March 31, 2017, and there was no similar tax benefit for the year ended March 31, 2018; and

·the foregoing was partially offset by changes in the Company’s jurisdictional mix of earnings (i.e., an increase in the proportion of the Company’s profits from lower tax jurisdictions and a decrease in the proportion of the Company’s profits from higher tax jurisdictions) for the year ended March 31, 2018, as compared to the year ended March 31, 2017.

d. Unrecognized deferred tax assets and liabilities

The details of unrecognized deferred tax assets and liabilities are summarized below:

 

  As at March 31,  As at March 31, 
  2015   2014  2018  2017 

Deductible temporary differences, net

  Rs.590    Rs.1,055   Rs.4,961  Rs.3,488 

Operating tax loss carry forward

   2,391     2,745  
Operating tax loss carry-forward  4,020   3,027 
  

 

   

 

  Rs.8,981  Rs.6,515 
Rs. 2,981  Rs.3,800  
  

 

   

 

 

During

For the year ended March 31, 2015, the Company, based on probable future taxable profit, has recognized previously unrecognized deferred tax assets of Rs.485 pertaining primarily to interest loss carry forward in Reddy Holding GmbH, Germany.

During the year ended March 31, 2015,2018, the Company did not recognize deferred tax assets of Rs.993 on operating tax losses of Rs.313 pertaining primarily to foreign exchange loss of its subsidiary in Venezuela, Dr. Reddy’s Laboratories New York, Inc. The aboveVenezuela, C.A. Further, the Company did not recognize deferred tax losses expire at various dates ranging from 2016 through 2036.assets of Rs.1,473 on certain deductible temporary differences, as the Company believes that it is not probable that there will be available taxable profits against which such temporary differences can be utilized.

Deferred income taxes are not provided on undistributed earnings of Rs.43,921 and Rs.34,156Rs.31,587 as at March 31, 2015 and 2014, respectively,2018, of subsidiaries outside India, where it is expected that earnings of the subsidiaries will not be distributed in the foreseeable future. TheGenerally, the Company indefinitely reinvests all of the accumulated undistributed earnings of foreign subsidiaries, and accordingly, has not recorded any deferred taxes in relation to such undistributed earnings of its foreign subsidiaries. It is impracticable to determine the taxes payable when these earnings are remitted.

F-51

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

26. Income taxes (continued)

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:

 

   Year Ended March 31, 
  2015   2014 

Deferred tax assets/(liabilities):

    

Inventory

  Rs.3,477    Rs.3,875  

Minimum Alternate Tax*

   644     —    

Trade and other receivables

   1,275     970  

Operating tax loss and interest loss carry-forward

   810     909  

Other current assets

   308     237  

Property, plant and equipment

   (1,230   (1,141

Other intangible assets

   (1,145   (1,717

Others

   (126   177  
  

 

 

   

 

 

 

Net deferred tax assets

Rs.4,013  Rs.3,310  
  

 

 

   

 

 

 

  As at March 31, 
  2018  2017 
Deferred tax assets/(liabilities):        
Inventory Rs.1,790  Rs.2,385 
Minimum Alternate Tax*  1,630   1,614 
Trade and other receivables  278   424 
Operating tax loss and interest loss carry-forward  112   1,329 
Other current assets and other current liabilities, net  1,291   1,715 
Property, plant and equipment  (2,263)  (2,142)
Other intangible assets  (569)  (370)
Others  629   (579)
Net deferred tax assets Rs.2,898  Rs.4,376 

 

*

As per Indian tax laws, companies are liable for a Minimum Alternate Tax (“MAT” tax) when current tax, as computed under the 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 1015 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)

26. Income taxes (continued)

 

In assessing the realizability ofwhether the deferred income tax assets will be realized, 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 forwardscarry-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.carry-forwards. Recoverability of deferred tax assets is based on estimates of future taxable income. Any changes in such future taxable income would impact the recoverability of deferred tax assets.

Operating loss carry forwardcarry-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 20162019 through 2036.2028.

f. Movement in deferred tax assets and liabilities during the years ended March 31, 20152018 and 20142017.

 

   As at March
31, 2013
  Recognized
in income
statement
  Recognized
in equity
  Acquired in
business
combination
   As at March
31, 2014
 

Deferred tax assets/(liabilities)

       

Inventory

  Rs.2,250   Rs.1,625   Rs.—     Rs.—      Rs.3,875  

Minimum Alternate Tax

   —      —      —      —       —    

Trade and other receivables

   711    259    —      —       970  

Operating tax loss and interest loss carry-forward

   1,393    (484  —      —       909  

Other current liabilities

   352    (235  120    —       237  

Property, plant and equipment

   (1,004  (137  —      —       (1,141

Intangible assets

   (1,962  245    —      —       (1,717

Others

   74    117    (14  —       177  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net deferred tax assets/(liabilities)

Rs.1,814  Rs.1,390  Rs.106  Rs.—    Rs.3,310  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

[Continued from above table, first column(s) repeated]The details of movement in deferred tax assets and liabilities are summarized below:

 

  As at March
31, 2014
 Recognized
in income
statement
 Recognized
in equity
 Acquired in
business
combination
   As at March
31, 2015
  As at March
31, 2017
 Recognized in
income
statement
 Recognized
in equity
 As at March
31, 2018
 

Deferred tax assets/(liabilities)

                       

Inventory

  Rs.3,875   Rs.(398 Rs.—     Rs.—      Rs.3,477   Rs.2,385  Rs.(595) Rs.-  Rs.1,790 

Minimum Alternate Tax

   —     644    —      —       644    1,614   16   -   1,630 

Trade and other receivables

   970   305    —      —       1,275    424   (146)  -   278 

Operating tax loss and interest loss carry-forward

   909   (99  —      —       810    1,329   (1,217)  -   112 

Other current liabilities

   237   179   (108  —       308  
Other current assets and other current liabilities, net  1,715   (901)  477   1,291 

Property, plant and equipment

   (1,141 (89  —      —       (1,230  (2,142)  (121)  -   (2,263)

Intangible assets

   (1,717 572    —      —       (1,145
Other intangible assets  (370)  (199)  -   (569)

Others

   177   (40 (263  —       (126  (579)  298   910   629 
  

 

  

 

  

 

  

 

   

 

 

Net deferred tax assets/(liabilities)

Rs.3,310  Rs.1,074  Rs.(371Rs.—    Rs.4,013   Rs.4,376  Rs.(2,865) Rs.1,387  Rs.2,898 
  

 

  

 

  

 

  

 

   

 

 

The amounts recognized in the income statement during the year ended March 31, 2015 and 2014 includes the amounts of Rs.52 and Rs.(79), respectively, which represent exchange differences arising due to foreign currency translations.

F-52

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share datadata)

26. Income taxes (continued)

f. Movement in deferred tax assets and where otherwise stated)liabilities during the years ended March 31, 2018 and 2017 (continued)

  As at March
31, 2016
  Recognized in
income
statement
  Recognized
in equity
  As at March
31, 2017
 
Deferred tax assets/(liabilities)                
Inventory Rs.2,579  Rs.(194) Rs.-  Rs.2,385 
Minimum Alternate Tax  1,614   -   -   1,614 
Trade and other receivables  412   12   -   424 
Operating tax loss and interest loss carry-forward  548   781   -   1,329 
Other current assets and other current liabilities, net  2,026   (231)  (80)  1,715 
Property, plant and equipment  (1,745)  (397)  -   (2,142)
Intangible assets  (482)  112   -   (370)
Others  (722)  424   (281)  (579)
Net deferred tax assets/(liabilities) Rs.4,230  Rs.507  Rs.(361) Rs.4,376 

The amounts recognized in the income statement for the years ended March 31, 2018 and 2017 include Rs.105 and Rs.27, respectively, which represent exchange differences arising due to foreign currency translations.

 

27. Operating leases

The Company has leased offices and vehicles under various operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. Rental expense under these leases was Rs.822, Rs.749Rs.787, Rs.751 and Rs.603Rs.819 for the years ended March 31, 2015, 20142018, 2017 and 2013,2016, respectively.

The schedule of future minimum rental payments in respect of non-cancellable operating leases is set out below:

 

  As of March 31,  As of March 31, 
  2015   2014   2013  2018  2017  2016 

Less than one year

  Rs.384    Rs.359    Rs.209   Rs.496  Rs.383  Rs.396 

Between one and five years

   1,259     1,007     244    1,144   961   1,185 

More than five years

   852     937     121    289   366   663 
  

 

   

 

   

 

  Rs.1,929  Rs.1,710  Rs.2,244 
Rs.2,495  Rs.2,303  Rs.574  
  

 

   

 

   

 

 

During the year ended March 31, 2014, the Company entered into a non-cancellable operating lease for an office and laboratory facility in the United States. The future minimum rental payments in respect of this lease are Rs.1,458Rs.945 (U.S.$23)14) and Rs.1,556Rs.904 (U.S.$26)14) as of March 31, 20152018 and March 31, 2014,2017, respectively.

28. Related parties

The Company has entered into transactions with the following related parties:

 

Green Park Hotel and Resorts Limited for hotel services;

·Green Park Hotel and Resorts Limited for hotel services;
·Green Park Hospitality Services Private Limited for catering services;
·Dr. Reddy’s Foundation towards contributions for social development;
·Pudami Educational Society towards contributions for social development;
·Reddy Kunshan for providing research and development services;
·Dr. Reddy’s Institute of Life Sciences for research and development services;and
·Stamlo Hotels Limited for hotel services.

 

Dr. Reddy’s Foundation towards contributions for social development;

Pudami Educational Society towards contributions for social development;

Dr. Reddy’s Institute of Life Sciences for research and development services;

Ecologic Chemicals Limited for purchases and sales of active pharmaceutical ingredients and other assets; and

Stamlo Hotels Private Limited for hotel services.

These are enterprises over which key management personnel have control or significant influence. “Key management personnel” consists of the Company’s Directors and members of the Company’s Management Council.

The Company has also entered into cancellable operating lease transactions with key management personnel and close members of their relatives.families.

Further, the Company contributes to the Dr. Reddy’s Laboratories Gratuity Fund, which maintains the plan assets of the Company’s Gratuity Plan for the benefit of its employees. See Note 18 of these consolidated financial statements for information on transactions between the Company and the Gratuity Fund.

The following is a summary of significant related party transactions:

 

   Year Ended March 31, 
   2015   2014   2013 

Purchases of raw materials(1)

  Rs.5    Rs.91    Rs.1,356  

Purchases of assets(2)

   —       1,264     —    

Sales of raw materials(1)

   —       49     728  

Sales of assets

   —       14     —    

Research and development services provided

   —       —       0  

Research and development services received

   92     141     —    

Contributions towards social development

   237     170     173  

Hotel expenses paid

   41     31     24  

Lease rentals paid under cancellable operating leases to key management personnel and their relatives

   36     36     31  

 (1)F-53

The figures for the year ended March 31, 2013 include balances/transactions with A.R. Life Sciences Private Limited (“ARLS”). ARLS is not a related party of the Company for the years ended March 31, 2014 and 2015. Accordingly, the transactions with ARLS during such periods are not included in the above summary.

(2)

Towards assets acquired from Ecologic Chemicals Limited. Refer to Note 31 for further details.

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)

data)

 

28. Related parties (continued)

  For the Year Ended March 31, 
  

2018 

  2017  2016 
Research and development services received Rs.98  Rs.114  Rs.102 
Research and development services provided  100   -   - 
Contributions towards social development  238   318   249 
Catering services received  178   -   - 
Hotel expenses paid  49   44   51 
Lease rentals paid under cancellable operating leases to key management personnel and their relatives  35   39   37 
Others  1   -   - 

 

The Company has the following amounts due from related parties:

 

   As at March 31, 
   2015   2014 

Key management personnel (towards rent deposits)

  Rs.8     8  
  As at March 31, 
  2018  2017 
Key management personnel (towards rent deposits) Rs.8  Rs.8 
Other related parties (Reddy Kunshan and Green Park Hospitality Services Private Limited)  148   - 

The Company has the following amounts due to related parties:

 

   As at March 31, 
   2015   2014 

Due to related parties

  Rs.4    Rs.1  
  As at March 31, 
  2018  2017 
Due to related parties Rs.14  Rs.9 

The following table describes the components of compensation paid or payable to key management personnel for the services rendered during the applicable year ended:

 

  March 31,  For the Year Ended March 31, 
  2015   2014   2013  2018  2017  2016 

Salaries and other benefits(1)

  Rs.300    Rs.261    Rs.267   Rs.458  Rs.380  Rs.336 

Contributions to defined contribution plans

   16     15     14    38   28   19 

Commission to directors

   285     280     255    153   180   263 

Share-based payments expense

   72     64     49    114   75   76 
  

 

   

 

   

 

 

Total

Rs.673  Rs.620  Rs.585   Rs.763  Rs.663  Rs.694 
  

 

   

 

   

 

 

 

(1)

In addition to the above, the Company has accrued an amount of Rs.67Rs.0 and Rs.79 towards a long term incentive plan for the services rendered by key management personnel during the yearyears ended March 31, 2015.2018 and 2017, respectively. Refer to Note 18 of these consolidated financial statements for further details.

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.

29. Financial instruments

Financial instruments by category

The carrying value and fair value of financial instruments by each category as at March 31, 20152018 were as follows:

 

  Note  Loans and
receivables
   Available
for sale
   Other
financial
liabilities
   Derivative
financial
instruments
   Total
carrying
value
   Total fair
value
  Note Loans and
receivables
  Available-
for-sale
  Held-to-
maturity(3)
  Other
financial
liabilities
  Derivatives  Total
carrying
value
  Total fair
value
 

Assets:

                                            

Cash and cash equivalents

  14  Rs.5,394    Rs.—      Rs.—      Rs.—      Rs.5,394    Rs.5,394   14 Rs.2,638  Rs.-  Rs.-  Rs.-  Rs.-  Rs.2,638  Rs.2,638 

Other investments

  10   12,848     24,228     —       —       37,076     37,076   10  41   15,973   4,865   -   -   20,879   20,879 

Trade and other receivables

  12   40,755     —       —       —       40,755     40,755   12  40,786   -   -   -   -   40,786   40,786 

Derivative financial instruments

     —       —       —       800     800     800      -   -   -   -   103   103   103 

Other assets(1)

  13   1,585     —       —       —       1,585     1,585   13  2,273   -   -   -   -   2,273   2,273 
    

 

   

 

   

 

   

 

   

 

   

 

 

Total

Rs.60,582  Rs.24,228  Rs.—    Rs.800  Rs.85,610  Rs.85,610     Rs.45,738  Rs.15,973  Rs.4,865  Rs.-  Rs.103  Rs.66,679  Rs.66,679 
    

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

                              

Trade and other payables

21Rs.—    Rs.—    Rs.10,660  Rs.—    Rs.10,660  Rs.10,660   21 Rs.-  Rs.-  Rs.-  Rs.16,052  Rs.-  Rs.16,052  Rs.16,052 

Derivative financial instruments

 —     —     —     462   462   462      -   -   -   -   85   85   85 

Long-term borrowings

17 —     —     21,289   —     21,289   21,289   17  -   -   -   25,152   -   25,152   25,152 

Short-term borrowings

17 —     —     21,857   —     21,857   21,857   17  -   -   -   25,466   -   25,466   25,466 
Bank overdraft 14  -   -   -   96   -   96   96 

Other liabilities and provisions(2)

20 & 22 —     —     19,440   —     19,440   19,440   20, 22  -   -   -   20,712   -   20,712   20,712 
    

 

   

 

   

 

   

 

   

 

   

 

 

Total

Rs.—    Rs.—    Rs.73,246  Rs.462  Rs.73,708  Rs.73,708     Rs.-  Rs.-  Rs.-  Rs.87,478  Rs.85  Rs.87,563  Rs.87,563 
    

 

   

 

   

 

   

 

   

 

   

 

 

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)

data)

 

29. Financial instruments (continued)

 

The carrying value and fair value of financial instruments by each category as at March 31, 20142017 were as follows:

 

  Note  Loans and
receivables
   Available
for sale
   Other
financial
liabilities
   Derivative
financial
instruments
   Total
carrying
value
   Total fair
value
  Note Loans and
receivables
  Available
for sale
  Other
financial
liabilities
  Derivatives  Total
carrying
value
  Total fair
value
 

Assets:

                                        

Cash and cash equivalents

  14  Rs.8,451    Rs.—      Rs.—      Rs.—      Rs.8,451    Rs.8,451   14 Rs.3,866  Rs.-  Rs.-  Rs.-  Rs.3,866  Rs.3,866 

Other investments

  10   14,298     10,785     —       —       25,083     25,083   10  3,403   16,104   -   -   19,507   19,507 

Trade and other receivables

  12   33,037     —       —       —       33,037     33,037   12  38,271   -   -   -   38,271   38,271 

Derivative financial instruments

     —       —       —       554     554     554      -   -   -   262   262   262 

Other assets(1)

  13   1,853     —       —       —       1,853     1,853   13  1,916   -   -   -   1,916   1,916 
    

 

   

 

   

 

   

 

   

 

   

 

 

Total

Rs.57,639  Rs.10,785  Rs.—    Rs.554  Rs.68,978  Rs.68,978     Rs.47,456  Rs.16,104  Rs.-  Rs.262  Rs.63,822  Rs.63,822 
    

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

                          

Trade and other payables

21Rs.—    Rs.—    Rs.10,503  Rs.—    Rs.10,503  Rs.10,503   21 Rs.-  Rs.-  Rs.13,417  Rs.-  Rs.13,417  Rs.13,417 

Derivative financial instruments

 —     —     —     305   305   305      -   -   -   10   10   10 

Long-term borrowings

17 —     —     24,213   —     24,213   24,213   17  -   -   5,571   -   5,571   5,571 

Short-term borrowings

17 —     —     20,607   —     20,607   20,607   17  -   -   43,539   -   43,539   43,539 
Bank overdraft 14  -   -   87   -   87   87 

Other liabilities and provisions(2)

20 & 22 —     —     16,463   —     16,463   16,463   20, 22  -   -   20,391   -   20,391   20,391 
    

 

   

 

   

 

   

 

   

 

   

 

 

Total

Rs.—    Rs.—    Rs.71,786  Rs.305  Rs.72,091  Rs.72,091     Rs.-  Rs.-  Rs.83,005  Rs.10  Rs.83,015  Rs.83,015 
    

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Other assets that are not financial assets (such as receivables from statutory authorities, export benefit receivables, prepaid expenses, advances paid and certain other receivables) amounting to Rs.12,278 and Rs.11,273 as of March 31, 2015 and March 31, 2014,

(1) Other assets that are not financial assets (such as receivables from statutory authorities, export benefit receivables, prepaid expenses, advances paid and certain other receivables) of Rs.13,058 and Rs.11,037 as of March 31, 2018 and 2017, respectively, are not included.

(2)Other liabilities that are not financial liabilities (such as statutory dues payable, deferred revenue, advances from customers and certain other accruals) of Rs.9,321 and Rs.10,087 as of March 31, 2018 and 2017, respectively, are not included.

(2)  Interest accrued but not due on held-to-maturity investments is included in other current assets.

(2)

Other liabilities that are not financial liabilities (such as statutory dues payable, deferred revenue, advances from customers and certain other accruals) amounting to Rs.7,993 and Rs.4,665 as of March 31, 2015 and March 31, 2014, respectively, are not included.

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, 2015:2018:

 

Particulars

  Level 1   Level 2   Level 3   Total  Level 1  Level 2  Level 3  Total 

Available for sale - Financial asset - Investments in units of mutual finds

  Rs.21,641    Rs.—      Rs.—      Rs.21,641  
Available for sale - Financial asset - Investments in units of mutual funds Rs.14,778  Rs.-  Rs.-  Rs.14,778 

Available for sale - Financial asset - Investment in equity securities

   2,587     —       —       2,587    1,195   -   -   1,195 

Derivative financial instruments - gain/(loss) on outstanding foreign exchange forward, option and swap contracts and interest rate swap contracts(1)

   —       338     —       338  
Derivative financial instruments – net gain/(loss) on outstanding foreign exchange forward, option and swap contracts and interest rate swap contracts(1)  -   18   -   18 

The following table presents the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of March 31, 2014:2017:

 

Particulars

  Level 1   Level 2   Level 3   Total  Level 1  Level 2  Level 3  Total 

Available for sale - Financial asset - Investments in units of mutual finds

  Rs.10,762    Rs.—      Rs.—      Rs.10,762  
Available for sale - Financial asset - Investments in units of mutual funds Rs.11,141  Rs.-  Rs.-  Rs.11,141 

Available for sale - Financial asset - Investment in equity securities

   23     —       —       23    4,963   -   -   4,963 

Derivative financial instruments - gain/(loss) on outstanding foreign exchange forward, option and swap contracts and interest rate swap contracts(1)

   —       249     —       249  
Derivative financial instruments – net gain/(loss) on outstanding foreign exchange forward, option and swap contracts and interest rate swap contracts(1)  -   252   -   252 

 

(1)

The Company enters into derivative financial instruments with various counterparties, principally financial institutions and banks. Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward option and swap contracts. The most frequently applied valuation techniques include forward pricing, swap models and Black-Scholes-Merton models (for option valuation), using present value calculations.

(1) The Company enters into derivative financial instruments with various counterparties, principally financial institutions and banks. Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward option and swap contracts. The most frequently applied valuation techniques include forward pricing, swap models and Black-Scholes-Merton models (for option valuation), using present value calculations. The models incorporate various inputs, including foreign exchange spot and forward rates, interest rate curves and forward rate curves.

As at March 31, 2015,2018, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair value.

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)

data)

 

29. Financial instruments (continued)

 

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, Venezuelan bolivars and Euros, and foreign currency debt in U.S. dollars, Russian roubles and Euros. The Company uses forward contracts, option contracts and currency swap contracts (collectively, “derivatives”) to mitigate its risk of changes in foreign currency exchange rates.

The counterparty for these contracts is generally a bank or a financial institution. The Company had a derivative financial asset and derivative financial liability of Rs.800Rs.103 and Rs.462,Rs.85, respectively, as of March 31, 20152018, as compared to derivative financial asset and derivative financial liability of Rs.554Rs.262 and Rs.305,Rs.10, respectively, as of March 31, 20142017, towards these derivative financial instruments.

Further,

Details of gain/(loss) recognized in respect of these foreign exchange derivative contracts the Company has recorded, as part of finance costs, a net gain of Rs.2,226, a net loss of Rs.426, and a net gain of Rs.506, for the years ended March 31, 2015, 2014, and 2013, respectively.

Hedges of highly probable forecasted transactions

The Company classifies its derivative 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-classifiedfollowing table presents details 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 hedgesgain/(loss) recognized in respect of highly probable forecasted transactions, the Company recorded, as a component of equity, a net gain of Rs.99, a net loss of Rs.1,650 and a net gain of Rs.1,697 for the years ended March 31, 2015, 2014 and 2013, respectively.

The Company also recorded a net gain of Rs.300, a net loss of Rs.1,093 and Rs.2,576 as part of revenuederivative contracts during the years ended March 31, 2015, 2014 and 2013, respectively.applicable year ended:

  For the Year Ended March 31, 
  2018  2017  2016 
Net gain recognized in finance costs in respect of foreign exchange derivative contracts Rs.168  Rs.699  Rs.231 
Net gain/(loss) recognized in equity in respect of hedges of highly probable forecast transactions  (82)  968   966 
Net gain/(loss) recognized as component of revenue  651   (683)  (1,172)

The net carrying amount of the Company’s “hedging reserve” as a component of equity before adjusting for tax impact was a lossgain of Rs.1,805Rs.49 as at March 31, 2015,2018, as compared to a lossgain of Rs.1,903Rs.129 as at March 31, 2014.2017.

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”.

Outstanding foreign exchange derivative contracts

The following table gives details in respect of the notional amount of outstanding foreign exchange derivative contracts as of March 31, 2015.

Category

Instrument

Currency

Cross
Currency

Amounts

Buy/Sell

Hedges of recognized assets and liabilities

Forward contractU.S.$RONU.S.$ 10.0Buy
Forward contractU.S.$INRU.S.$ 146.9Sell
Forward contractU.S.$RUBU.S.$20.0Buy
Forward contractU.S.$RUBU.S.$20.0Sell
Forward contractEURU.S.$EUR35.0Sell
Forward contractEURU.S.$EUR6.0Buy
Option contractU.S.$INRU.S.$90.0Sell

Hedges of highly probable forecasted transactions

Forward contractU.S.$INRU.S.$30.0Sell
Forward contractRUBINRRUB300.0Sell
Option contractU.S.$INRU.S.$250.0Sell

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)

29. Financial instruments (continued)

 

The following table gives details in respect of the notional amount of outstanding foreign exchange derivative contracts as of March 31, 2014.2018.

 

Category

 

Instrument

 

Currency

 

Cross
Cross
Currency(1)

 Amounts  

Buy/Sell

Hedges of recognized assets and liabilities

 Forward contract U.S.$ INR U.S.$10.072Sell
Forward contractGBPUSDGBP31  Buy
Forward contractU.S.$RUBU.S.$38Buy
Option contractU.S.$INRU.S.$65Sell
Hedges of highly probable forecast transactionsForward contractRUBINR RUB1,080Sell
Option contractU.S.$INR U.S.$240Sell

The following table gives details in respect of the notional amount of outstanding foreign exchange derivative contracts as of March 31, 2017.

CategoryInstrumentCurrencyCross
Currency(1)
AmountsBuy/Sell
Hedges of recognized assets and liabilities Forward contract U.S.$ INR U.S.$422.5193.5  Sell
 Forward contract U.S.$ RON U.S.$13.03.0  Buy
Forward contractU.S.$RUBU.S.$20.0Buy
 Forward contract EUR U.S.$ EUR170.095.0  Sell

Hedges of highly probable forecasted transactions

 Forward contract U.S.$INRGBP U.S.$45.0GBP14.1  SellBuy
 Option contract U.S.$ INR U.S.$235.080.0Sell
Hedges of highly probable forecast transactionsForward contractRUBINRRUB150.0Sell
Option contractU.S.$INRU.S.$180.0  Sell

(1) “INR” means Indian rupees, “RON” means Romanian new leus, and “RUB” means Russian roubles.

F-56

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

29. Financial instruments (continued)

The table below summarizes the periods when the cash flows associated with highly probable forecastedforecast transactions that are classified as cash flow hedges are expected to occur:

 

  As of March 31,  As of March 31, 
  2015   2014  2018  2017 

Cash flows in U.S. Dollars

            

Not later than one month

  Rs.2,969    Rs.1,797   Rs.1,955  Rs.973 

Later than one month and not later than three months

   5,625     3,595    3,911   1,946 

Later than three months and not later than six months

   8,594     5,392    5,866   2,918 

Later than six months and not later than one year

   7,188     9,287    3,910   5,837 

Later than one year

   3,438     9,886  
  

 

   

 

 
Rs.27,814  Rs.29,957  
  

 

   

 

  Rs.15,642  Rs.11,674 

Cash flows in Roubles

        

Not later than one month

Rs.27   —     Rs.102  Rs.57 

Later than one month and not later than three months

 54   —      204   115 

Later than three months and not later than six months

 81   —      306   - 

Later than six months and not later than one year

 161   —      611   - 
  

 

   

 

  Rs.1,223  Rs.172 
Rs.323   —    
  

 

   

 

 

Hedges of changes in the interest rates:

Consistent with its risk management policy, the Company uses interest rate swaps (including cross currency interest rate swaps) to mitigate the risk of changes in interest rates. The Company does not use them for trading or speculative purposes.

The changes in fair value of such interest rate swaps (including cross currency interest rate swaps) are recognized as part of finance cost. Accordingly the Company has recorded, as part of finance cost, a net loss of Rs.10 and net gain of Rs.259Rs.9 for the yearsyear ended March 31, 2015 and 2014, respectively.2018.

As onat March 31, 2015,2018, the Company had outstanding interest rate swap arrangements that hedged a portion of interest rate risk arising from floating rate, dollar denominated foreign currency borrowing of U.S.$165.50. As at March 31, 2017, the Company had no outstanding interest rate swap arrangements. 

F-57

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

30. 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. CreditMarket 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.

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. Financial risk management (continued)

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 term deposits (i.e., certificates of deposit) with banks, were past due or impaired as at March 31, 2015. Of the total trade and other receivables, Rs.33,226 as at March 31, 2015 and Rs.24,206 as at March 31, 2014 consisted of customer balances that were neither past due nor impaired.

Financial assets that are past due but not impaired

The Company’s credit period for customers generally ranges from 20 - 180 days. The aging of trade and other receivables that are past due but not impaired is given below:

   As of March 31, 
   2015   2014 

Period (in days)

    

1 – 90

  Rs.6,229    Rs.7,716  

90 – 180

   766     876  

More than 180

   534     239  
  

 

 

   

 

 

 

Total

Rs.7,529  Rs.8,831  
  

 

 

   

 

 

 

See Note 12 for the activity in the allowance for impairment of trade and other receivables.

Other than trade and other 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, 2015 and 2014, the Company had unutilized credit limits from banks of Rs.10,438 and Rs.14,596, respectively.

As of March 31, 2015, the Company had working capital of Rs.55,843, including cash and cash equivalents of Rs.5,394, investments in term deposits (i.e., bank certificates of deposit having original maturities of more than 3 months) of Rs.12,848 and investments in available-for-sale financial assets of Rs.24,228. As of March 31, 2014, the Company had working capital of Rs.49,684, including cash and cash equivalents of Rs.8,451, investments in term deposits (i.e., bank certificates of deposit having original maturities of more than 3 months) of Rs.14,298 and investments in available-for-sale financial assets of Rs.10,785.

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 17 to these consolidated financial statements) as at March 31, 2015:

Particulars

  2016   2017   2018   2019   Thereafter   Total 

Trade and other payables

  Rs.10,660    Rs.—      Rs.—      Rs.—      Rs.—      Rs.10,660  

Bank overdraft, short-term loans and borrowings

   21,857     —       —       —       —       21,857  

Other liabilities and provisions

   18,732     30     29     28     621     19,440  

Derivative financial instruments - liabilities

   462     —       —       —       —       462  

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. 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 17 to these consolidated financial statements) as at March 31, 2014:

Particulars

  2015   2016   2017   2018   Thereafter   Total 

Trade and other payables

  Rs.10,503    Rs.—      Rs.—      Rs.—      Rs.—      Rs.10,503  

Bank overdraft, short-term loans and borrowings

   20,607     —       —       —       —       20,607  

Other liabilities and provisions

   15,755     29     29     28     622     16,463  

Derivative financial instruments - liabilities

   305     —       —       —       —       305  

c. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates and commodity prices) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and 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, Russian roubles, U.K. pounds sterling Venezuelan bolivars and Euros) and foreign currency borrowings (in U.S. dollars, Russian roubles, Ukrainian hryvnias and 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 contracts, option contracts, currency swap contracts and foreign currency financial liabilities, to mitigate the risk of changes in foreign currency exchange rates in respect of its highly probable forecastedforecast transactions and recognized assets and liabilities.

The details in respect of the outstanding foreign exchange forward and option contracts are given in Note 29 above.

In respect of the Company’s forward contracts,and option contracts and currency swap 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.1,308/(631) increase/(decrease) in the Company’s hedging reserve and an approximately Rs.1,598/(1,790) increase/(decrease) in the Company’s net profit from such contracts, as at March 31, 2015;

·a Rs.1,277/(1,338) increase/(decrease) in the Company’s hedging reserve and a Rs.403/(308) increase/(decrease) in the Company’s profit from such contracts, as at March 31, 2018;

 

an approximately Rs.1,254/(945) increase/(decrease) in the Company’s hedging reserve and an approximately Rs.3,863/(4,011) increase/(decrease) in the Company’s net profit from such contracts, as at March 31, 2014; and

·a Rs.1,154/(710) increase/(decrease) in the Company’s hedging reserve and a Rs.2,143/(2,287) increase/(decrease) in the Company’s profit from such contracts, as at March 31, 2017; and

 

·a Rs.1,511/(424) increase/(decrease) in the Company’s hedging reserve and a Rs.1,277/(1,707) increase/(decrease) in the Company’s profit from such contracts, as at March 31, 2016.

an approximately Rs.2,381/(1,854) increase/(decrease) in the Company’s hedging reserve and an approximately Rs.1,481/(1,538) increase/(decrease) in the Company’s net profit from such contracts, as at March 31, 2013.

In respect of the Company’s 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 borrowings would have resulted in an approximately Rs.1,031, Rs.1,318 and Rs.1,215 increase/decrease in the Company’s hedging reserve as at March 31, 2015, 2014 and 2013, respectively.

The following table analyzes foreign currency risk from non-derivative financial instruments as at March 31, 2015:2018:

 

  U.S. dollars   Euro   Russian
roubles
   Others(1)   Total  U.S.
dollars
  Euro  Russian
roubles
  Others(1)  Total 

Assets:

                              

Cash and cash equivalents

  Rs.513    Rs.410    Rs.249    Rs.2,462    Rs.3,634   Rs.392  Rs.62  Rs.56  Rs.512  Rs.1,022 

Other investments

   3,063     —       —       —       3,063    -   -   -   20   20 

Trade and other receivables

   26,214     1,369     4,376     3,780     35,739    25,427   437   6,691   2,592   35,147 

Other assets

   91     1     62     180     334    125   85   260   196   666 
  

 

   

 

   

 

   

 

   

 

 

Total

Rs.29,881  Rs.1,780  Rs.4,687  Rs.6,422  Rs.42,770   Rs.25,944  Rs.584  Rs.7,007  Rs.3,320  Rs.36,855 
  

 

   

 

   

 

   

 

   

 

 

Liabilities:

                    

Trade and other payables

Rs.2,397  Rs.438  Rs.66  Rs.642  Rs.3,543   Rs.3,526  Rs.1,658  Rs.2  Rs.1,118  Rs.6,304 

Long-term borrowings

 19,701   —     140   —     19,841    4,888   -   -   -   4,888 

Short-term borrowings

 14,875   2,116   3,866   —     20,857    19,552   -   2,378   178   22,108 

Other liabilities and provisions

 7,645   163   1,598   854   10,260    5,147   104   1,896   770   7,917 
  

 

   

 

   

 

   

 

   

 

 

Total

Rs.44,618  Rs.2,717  Rs.5,670  Rs.1,496  Rs.54,501   Rs.33,113  Rs.1,762  Rs.4,276  Rs.2,066  Rs.41,217 
  

 

   

 

   

 

   

 

   

 

 

  

(1) 

Others include currencies such as U.K. pounds sterling, Swiss francs and Venezuela bolivars.

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)

data)

 

30. Financial risk management (continued)

a. Market risk (continued)

 

The following table analyzes foreign currency risk from non-derivative financial instruments as at March 31, 2014:2017:

 

  U.S. dollars   Euro   Russian
roubles
   Others(1)   Total  U.S.
dollars
  Euro  Russian
roubles
  Others(1)  Total 

Assets:

                              

Cash and cash equivalents

  Rs.1,585    Rs.109    Rs.345    Rs.1,284    Rs.3,323   Rs.130  Rs.87  Rs.59  Rs.840  Rs.1,116 

Other investments

   2,756     —       —       —       2,756    -   -   -   14   14 

Trade and other receivables

   18,080     1,558     5,772     2,983     28,393    24,581   567   6,259   2,121   33,528 

Other assets

   204     1     212     183     600    458   -   70   33   561 
  

 

   

 

   

 

   

 

   

 

 

Total

Rs.22,625  Rs.1,668  Rs.6,329  Rs.4,450  Rs.35,072   Rs.25,169  Rs.654  Rs.6,388  Rs.3,008  Rs.35,219 
  

 

   

 

   

 

   

 

   

 

 

Liabilities:

                    

Trade and other payables

Rs.1,736  Rs.492  Rs.144  Rs.234  Rs.2,606   Rs.2,323  Rs.903  Rs.-  Rs.328  Rs.3,554 

Long-term borrowings

 22,185   —     124   —     22,309    4,865   -   76   -   4,941 

Short-term borrowings

 7,519   4,258   6,179   —     17,956    12,970   -   4,023   -   16,993 
Bank overdraft  86   -   -   -   86 

Other liabilities and provisions

 5,684   252   1,497   904   8,337    6,660   117   1,640   622   9,039 
  

 

   

 

   

 

   

 

   

 

 

Total

Rs.37,124  Rs.5,002  Rs.7,944  Rs.1,138  Rs.51,208   Rs.26,904  Rs.1,020  Rs.5,739  Rs.950  Rs.34,613 
  

 

   

 

   

 

   

 

   

 

 

 

(1)

Others include currencies such as U.K. pounds sterling, Swiss francs and Venezuela bolivars.

(1) Others primarily consists of U.K. pounds sterling, Swiss francs, Romanian new leus and Ukrainian hryvnia.

For the years ended March 31, 20152018 and 2014,2017, every 10% depreciation/appreciation in the exchange rate between the Indian rupee and the respective currencies for the above mentioned financial assets/liabilities would affect the Company’s net profit by approximately Rs.1,173Rs.434 and Rs.1,614,Rs.61, respectively.

Further, the Company is exposed to a potential adverse devaluation risk on its monetary assets of VEF 245 in Venezuela, which are currently recorded at the CENCOEX preferential rate of VEF 6.3 per U.S. dollar. Refer to Note 39 for further details.

Interest rate risk

As of March 31, 2015 and March 31, 2014,2018, the Company had foreign currencyRs.42,592 of loans carrying a floating interest rate ranging from 1 Month LIBOR minus 30 bps to 1 Month/3 Months LIBOR plus 85 bps. As of Rs.37,419March 31, 2017, the Company had Rs.41,407 of loans carrying a floating interest rate of 1 Month LIBOR minus 30 bps to 1 Month LIBOR plus 7.5-13082.7 bps and Rs.35,221 carrying a floating interest rate of LIBORthe Indian Treasury Bill plus 20-179 bps and Moscow Prime Offered Rate (“Mosprime”) plus 60 bps, respectively.30 bps. 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.

For details of the Company’s short-term and long term loans and borrowings, including interest rate profiles, refer to Note 17 of these consolidated financial statements.

For the years ended March 31, 2015, 20142018, 2017 and 2013,2016, every 10% increase or decrease in the floating interest rate component (i.e., LIBOR or Mosprime)LIBOR) applicable to its loans and borrowings would affect the Company’s net profit by approximately Rs.6, Rs.13Rs.77, Rs.46 and Rs.4,Rs.12, respectively.

The carrying value of the Company’s borrowings designated in a cash flow hedge as of March 31, 2018 was Rs.3,259. In respect of these borrowings, a 10% decrease/increase in the interest rates of such borrowings would have resulted in Rs.18/(20) increase/decrease in the Company’s hedging reserve as at March 31, 2018.

The Company’s investments in term 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.

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 cost of revenues. Commodity price risk exposure is evaluated and managed through operating procedures and sourcing policies. As of March 31, 2015,2018, the Company had not entered into any material derivative contracts to hedge exposure to fluctuations in commodity prices.

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)

data)

 

31. Assets acquisition from Ecologic Chemicals Limited30. Financial risk management (continued)

On September 13, 2013,

b. Credit risk

Credit risk is the risk of financial loss to the Company entered intoif 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 asset purchase agreement with Ecologic Chemicals Limited, an entityallowance 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 two directorsthe 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 term deposits (i.e., certificates of deposit) with banks, were past due or impaired as at March 31, 2018. Of the total trade and other receivables, Rs.35,748 as at March 31, 2018 and Rs.27,809 as at March 31, 2017 consisted of customer balances that were neither past due nor impaired.

Financial assets that are past due but not impaired

The Company’s credit period for customers generally ranges from 20 - 180 days. The aging of trade and other receivables that are past due but not impaired is given below:

  As of March 31, 
Period (in days) 2018  2017 
1 – 90 Rs.4,510  Rs.8,380 
90 – 180  177   707 
More than 180  1,303   1,376 
Total Rs.5,990  Rs.10,463 

See Note 12 of these consolidated financial statements for the activity in the allowance for impairment of trade and other receivables.

Other than trade receivables, the Company have equity interests.has no significant class of financial assets that is past due but not impaired.

c. 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 paid Rs.1,264 (U.S.$20), excluding taxesmanages 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 duties, for the purchase of certain non-current and current assets relatingstressed conditions, without incurring unacceptable losses or risk to the manufactureCompany’s reputation.

As of intermediatesMarch 31, 2018 and API. The acquisition2017, the Company had unutilized credit limits from banks of theseRs.24,046 and Rs.21,156, respectively.

As of March 31, 2018, the Company had working capital of Rs.39,953, including cash and cash equivalents of Rs.2,638, investments in term deposits (i.e., bank certificates of deposit having original maturities of more than 3 months), bonds and commercial paper of Rs.3,552 and investments in available-for-sale financial assets will help to augmentof Rs.14,778. As of March 31, 2017, the Company’s manufacturing capacityCompany had working capital of Rs.15,198, including cash and assist itcash equivalents of Rs.3,866, investments in meeting the future business requirementsterm deposits (i.e., bank certificates of its PSAI segment.deposit having original maturities of more than 3 months) of Rs.3,389 and investments in available-for-sale financial assets of Rs.10,881.

The acquisition hastable 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 accounted fordisclosed in Note 17 to these consolidated financial statements) as a purchase of assets. The total purchase consideration has been allocated to the acquired assets as of September 13, 2013 based on a fair valuation carried out by the Company’s management as tabulated below:at March 31, 2018:

 

Particulars 2019  2020  2021  2022  Thereafter  Total 
Trade and other payables Rs.16,052  Rs.-  Rs.-  Rs.-  Rs.-  Rs.16,052 
Bank overdraft, short-term loans and borrowings  25,562   -   -   -   -   25,562 
Other liabilities and provisions  19,885   92   16   16   703   20,712 
Derivative financial instruments - liabilities  85   -   -   -   -   85 

 Amount

Category

Land

Rs.66

Buildings

382

Plant and machinery

702

Inventories

113

Other current assets

1

Grand total

Rs.1,264

F-60
 

Buildings

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and plantper share data)

30. Financial risk management (continued)

c. Liquidity risk (continued)

The table below provides details regarding the contractual maturities of significant financial liabilities (other than long term loans, borrowings and machinery are depreciated over the remaining useful life of the respective assets.obligations under finance leases, which have been disclosed in Note 17 to these consolidated financial statements) as at March 31, 2017:

32. Bonus Debentures

Particulars 2018  2019  2020  2021  Thereafter  Total 
Trade and other payables Rs.13,417  Rs.-  Rs.-  Rs.-  Rs.-  Rs.13,417 
Bank overdraft, short-term loans and borrowings  43,626   -   -   -   -   43,626 
Other liabilities and provisions  19,564   88   7   9   723   20,391 
Derivative financial instruments - liabilities  10   -   -   -   -   10 

On March 24, 2011, the Company issued to its shareholders “in-kind” (i.e., for no cash consideration) 9.25% unsecured,non-convertible, redeemable debentures (sometimes referred to as “bonus debentures”), effected by way of capitalization of its retained earnings. These bonus debentures matured on March 24, 2014 and were redeemed by the Company for cash in an amount equal to their face value of Rs.5 each, along with the third and final interest payment thereon. The aggregate amount of principal payment for all such bonus debentures on March 24, 2014 was Rs.5,078.

33.31. Collaboration agreement with Curis, Inc.

On January 18, 2015, Aurigene Discovery Technologies Limited (“Aurigene”("Aurigene"), a wholly ownedwholly-owned subsidiary of the parent company, entered into a Collaboration, License and Option Agreement (the “Collaboration Agreement”"Collaboration Agreement") with Curis, Inc. (“Curis”("Curis") to discover, develop and commercialize small molecule antagonists for immuno-oncology and precision oncology targets.

Under the Collaboration Agreement, Aurigene has the responsibility for conducting all discovery and preclinical activities, including Investigational New Drug (“IND”("IND") enabling studies and providing Phase 1 clinical trial supply, and Curis is responsible for all clinical development, regulatory and commercialization efforts worldwide, excluding India and Russia. The Collaboration Agreement provides that the parties will collaborate exclusively in immuno-oncology for an initial period of approximately two years, with the option for Curis to extend the broad immuno-oncology exclusivity.

As a partial consideration for the collaboration, pursuant to a Stock Purchase Agreement dated January 18, 2015, Curis issued to Aurigene approximately 17.1 million shares of its common stock, representing 19.9% of its outstanding common stock immediately prior to the transaction and approximately(approximately 16.6% of its outstanding common stock immediately after the transaction. Thetransaction). Such shares issued to Aurigene arewere initially subject to a lock-up agreement until January 18,agreement. However, as of March 31, 2017, withlock-up restrictions were released on all of the shares being released from such lock-up in 25% increments on each of July 18, 2015, January 18, 2016, July 18, 2016 and January 18, 2017, subject to acceleration of release of all the shares in connection with a change of control of Curis.aforementioned 17.1 million shares. In connection with the issuance of such shares, Curis and Aurigene entered into a Registration Rights Agreement dated January 18, 2015 which provides for certain registration rights with respect to resalesresale of the shares. The common stock of Curis is listed for quotation on the NASDAQ Global Market.

The fair value of these equitythe shares of Curis common stock on the date of agreementthe Stock Purchase Agreement was Rs.1,452 (U.S.$23.5). The

Revenues under the Collaboration Agreement consist of upfront consideration received in(including the formshares of equity shares isCuris common stock) and the development and commercial milestone payments described below, which are deferred and recognized as revenue over the period infor which Aurigene has continuing performance obligations. Furthermore, these equity shares are classified as available-for-sale financial instruments and are remeasured at fair value at every reporting date. Accordingly, Rs.1,102 (U.S.$17.6), representing

Under the gain arising from changes in the fair value of such equity shares, is recorded in Other comprehensive income for the year ended March 31, 2015.

Collaboration Agreement, Aurigene is also entitled to development and commercial milestone payments as follows:

 

for the first two programs: up to $52.5 per program, including $42.5 for approval and commercial milestones, plus pre-specified approval milestone payments for additional indications, if any;

·for the first two programs: up to U.S.$52.5 per program, including U.S.$42.5 for approval and commercial milestones, plus pre-specified approval milestone payments for additional indications, if any;

 

for the third and fourth programs: up to $50 per program, including $42.5 for approval and commercial milestones, plus pre-specified approval milestone payments for additional indications, if any; and

·for the third and fourth programs: up to U.S.$50 per program, including U.S.$42.5 for approval and commercial milestones, plus pre-specified approval milestone payments for additional indications, if any; and

 

·for any program thereafter: up to U.S.$140.5 per program, including U.S.$87.5 for approval and commercial milestones, plus pre-specified approval milestone payments for additional indications, if any.

for any program thereafter: up to $140.5 per program, including $87.5 in approval and commercial milestones, plus pre-specified approval milestone payments for additional indications, if any.

In addition, Curis has agreed to pay Aurigene royalties, ranging between high single digits to 10%, on its net sales in territories where it commercializes products. Furthermore, Aurigene is entitled to receive a share of Curis’ revenues from sublicenses, which share varies based upon specified factors such as the sublicensed territory, whether the sublicense revenue is royalty based or non-royalty based and, in some cases, the stage of the applicable molecule and product at the time the sublicense is granted.

This arrangement

On September 7, 2016, the Collaboration Agreement was amended to provide for the issuance to Aurigene of approximately 10.2 million additional shares of Curis common stock in lieu of receiving up to U.S.$24.5 of milestone and other payments from Curis that could have become due under the Collaboration Agreement. These shares of Curis common stock are recorded at U.S.$1.84 per share, which is accountedequal to the market price of such shares of common stock on the date of issuance, amounting to an aggregate market value of Rs.1,247 (U.S.$18.8).

These additional shares are also subject to a lock-up agreement, which is similar to the lock-up for as joint operation under IFRS 11.the original Curis shares the Company received. However, this lock-up remains effective until September 7, 2018, with shares being released from such lock-up in 25% increments on each of March 7, 2017, September 7, 2017, March 7, 2018 and September 7, 2018, subject to acceleration of release of all the shares in connection with a change of control of Curis. As of March 31, 2018, lock-up restrictions were released on an aggregate of 7.65 million of such additional shares of Curis common stock, representing 75% of the shares which Aurigene received from Curis in 2016.

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)

data)

 

34.31. Collaboration agreement with Curis, Inc. (continued)

The Company has evaluated the transaction under IAS 28, “Investments in associates and Joint Ventures,” and believes that the Company does not have any significant influence with respect to Curis. Accordingly, all of the shares of Curis common stock are classified as available-for-sale financial instruments and are re-measured at fair value at every reporting date. Accordingly, loss of Rs.1,535 arising from changes in the fair value of such shares of common stock was recognized in other comprehensive income as of March 31, 2018.

In May 2018, Curis completed a 1-for-5 reverse stock split of Curis’s common stock. After giving effect to such stock split, the total number of Curis equity shares held by the Company is 5.47 million.

This arrangement is accounted for as a joint operation under IFRS 11.

32. Agreement with Merck Serono

On June 6, 2012, the Company and the biosimilars division of Merck KGaA, Darmstadt, Germany, formerly known as Merck Serono (hereinafter, “Merck KGaA”), entered into ana collaboration agreement to co-develop a portfolio of biosimilar compounds in oncology, primarily focused on monoclonal antibodies. The arrangement covers co-development, manufacturing and commercialization of the compounds around the globe, with some specific country exceptions. PursuantDuring the year ended March 31, 2016, the collaboration agreement was amended to rearrange and realign the arrangement,development of compounds, territory rights and royalty payments. Both parties will undertake commercialization based on their respective regional rights as defined in the agreement. The Company will lead and support early product development and completetowards or including Phase I1 development. Upon completion of Phase I, Merck SeronoKGaA will carry out manufacturing of the compounds and will lead Phase III development. Allfurther development for its territories. In its exclusive and co-exclusive territories, the relatedCompany will carry out its own development, expenditurewherever applicable, for commercialization. As per the original collaboration agreement, the Company will be sharedcontinue to receive royalty payments upon commercialization by Merck KGaA in its territories.

During the parties inthree months ended December 31, 2015, the proportion specified inCompany received from Merck KGaA certain amounts relating to its share of development costs and other amounts linked to the achievement of milestones for the development of compounds under the collaboration agreement, as amended.

Furthermore, during the three months ended December 31, 2016, the Company received from Merck KGaA payments of U.S.$1 towards achievement of a milestone for the development of a compound under the collaboration agreement.

On September 1, 2017, Fresenius Kabi acquired the biosimilars business of Merck Serono will undertake commercialization globally, outsideKgaA. Since then, the Company’s collaboration has continued as planned with Fresenius Kabi.

33. Asset purchase agreement with Teva Pharmaceutical Industries Limited

On June 10, 2016, the Company entered into a definitive purchase agreement with Teva and an affiliate of Allergan to acquire eight ANDAs in the United States for U.S.$350 in cash at closing. The acquired products were divested by Teva as a precondition to the closing of its acquisition of Allergan’s generics business. The acquisition of these ANDAs was also contingent on the closing of the Teva/Allergan generics purchase transaction and approval by the U.S. Federal Trade Commission.

The acquisition was consummated on August 3, 2016 upon the completion of all closing conditions, and the Company paid U.S.$350 as the consideration for the acquired ANDAs.

Tabulated below are the details of products acquired and the respective purchase prices in U.S.$, along with the exceptioncorresponding amount in Rs. as of select emerging markets which will be co-exclusive or wherethe payment date:

Particulars of the ANDAPurchase
Price (U.S.$)
Purchase
Price (Rs.)
Ethinyl estradiol/Ethonogestrel Vaginal Ring (a generic equivalent to NuvaRing®)U.S.$185Rs.12,351
Buprenorphine HCl/Naloxone HCl Sublingual Film (a generic equivalent to Suboxone® sublingual film)704,673
Ramelteon Tablets (a generic equivalent to Rozerem®)342,270
Others614,072
Grand TotalU.S.$350Rs.23,366

The Company recorded the aforesaid acquisition of these ANDAs as “product related intangibles”. The aforesaid acquisition forms part of the Company’s Global Generics segment. During the three months ended June 30, 2017, the Company maintains exclusive rights. launched the product for one of the eight ANDAs acquired (ezitimibe and simvastatin tablets). The carrying cost of the ANDA as at March 31, 2018 was Rs.697 and the useful life is eight years. The carrying cost of the other seven ANDAs as at March 31, 2018 was Rs.22,573. As these ANDAs are not available for use yet, they are not subject to amortization.

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DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

34. Significant asset purchase agreements

Tabulated below are certain significant asset purchase agreements entered into by the Company during its fiscal years ended March 31, 2016, 2017 and 2018:

Month
and Year
CounterpartyBrief particulars of the asset / agreementUseful lifeCarrying value as
at March 31, 2018
June 2015UCB India Private Limited and affiliatesPurchase of a select portfolio of established products business in the territories of India, Nepal, Sri Lanka and Maldives to strengthen our presence in the areas of dermatology, respiratory and pediatric products, all for a total purchase consideration of Rs.8,000.9 to 15 yearsRs.6,081
September 2015Hatchtech Pty LimitedPurchase of intellectual property rights of an innovative prescription head lice product, Xeglyze™ lotion. Consideration was an upfront amount of Rs.606 plus certain milestone-based payments.Not available for use yetRs.1,011
November 2015Alchemia LimitedPurchase of worldwide, exclusive intellectual property rights to fondaparinux sodium, all for an aggregate consideration of Rs.1,158.4 yearsRs.459
March 2016XenoPort, Inc.Purchase of exclusive U.S. rights for the development and commercialization of XenoPort’s clinical stage oral new chemical entity, all for an aggregate consideration of Rs.3,159. The Company plans to develop the in-licensed compound as a potential treatment for moderate-to-severe chronic plaque psoriasis and for relapsing forms of multiple sclerosis.Not available for use yetRs.3,219
March 2016 and
September 2017
Eisai Company LimitedAcquisition of commercialization rights for an anti-cancer biologic agent (E7777) from Eisai Company Limited.  The consideration was an upfront amount plus certain milestone-based payments.Not available for use yetRs.1,065
May 2016Ducere Pharma LLCPurchase of certain pharmaceutical brands to strengthen the Company’s presence in the dermatology, cough-and-cold and pain therapeutic areas forming part of the Company’s OTC business in the United States, all for an aggregate consideration of Rs.1,148.15 yearsRs.980
November 2016Gland Pharma LimitedAcquisition of the rights to in-license, market and distribute eight injectable ANDAs, all for an aggregate consideration of U.S.$5.9.Not available for use yetRs.231

In addition, in June 2016 the Company entered into an asset purchase agreement with Teva (refer to Note 33 of these consolidated financial statements for further details).

35. Significant out-licensing agreements

Month
and Year
CounterpartyProductBrief particulars of the agreement
July 2017CHD Biosciences Inc. (“CHD”)DFA-02As a consideration for out-licensing the Phase III clinical trial candidate, DFA-02, the Company is entitled to receive equity shares in CHD valued at U.S.$30 upon an initial public offering of CHD or, if no initial public offering occurs within 18 months of execution of the agreement, a cash payment of U.S.$30.  The Company will also receive additional milestone payments of U.S.$40 upon U.S. FDA approval.  In addition, the Company is entitled to royalties on sales and certain other commercial milestone payments with respect to the product.  At the time of execution, as the arrangement did not meet all of the revenue recognition criteria under IAS 18, no revenue has been recognized for the transaction.
September 2017Encore Dermatology Inc.DFD-06The consideration for this arrangement consists of up to U.S.$20 in upfront payments and amounts contingent upon satisfaction of certain approval milestones, plus up to U.S.$12.5 of amounts contingent upon satisfaction of certain  patent and commercial milestones. In addition, the Company is entitled to royalties on net sales. During the three months ended December 31, 2017, all of the performance obligations relating to the approval milestones were met, and consequently, revenue of U.S.$20 was recognized.

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DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

36. Receipt of warning letter from the U.S. FDA

The Company will receive royalty paymentsreceived a warning letter dated November 5, 2015 from Merck Serono upon commercializationthe U.S. FDA relating to current Good Manufacturing Practices (“cGMPs”) deviations at its active pharmaceutical ingredient (“API”) manufacturing facilities at Srikakulam, Andhra Pradesh and Miryalaguda, Telangana, as well as violations at its oncology formulation manufacturing facility at Duvvada, Visakhapatnam, Andhra Pradesh. The contents of the warning letter emanated from Form 483 observations that followed inspections of these sites by them. Inthe U.S. FDA in November 2014, January 2015 and February-March 2015.

The warning letter does not restrict production or shipment of the Company’s products from these facilities. However, unless and until the Company is able to correct outstanding issues to the U.S. FDA's satisfaction, the U.S. FDA may withhold approval of new products and new drug applications of the Company, refuse admission of products manufactured at the facilities noted in the warning letter into the United States, and/or take additional regulatory or legal action against the parties will co-commercializeCompany. Any such further action could have a material and negative impact on the Company’s ongoing business and operations. During the years ended March 31, 2016, 2017 and 2018, the U.S. FDA withheld approval of new products from these facilities pending resolution of the issues identified in the warning letter. To minimize the business impact, the Company transferred certain key products to alternate manufacturing facilities.

Subsequent to the issuance of the warning letter, the Company promptly instituted corrective actions and preventive actions and submitted a comprehensive response to the warning letter to the U.S. FDA, followed by periodic written updates and in-person meetings with the U.S. FDA. The U.S. FDA completed the re-inspection of the aforementioned manufacturing facilities in the months of February, March and April 2017. During the re-inspections, the U.S. FDA issued three observations with respect to the API manufacturing facility at Miryalaguda, two observations with respect to the API manufacturing facility at Srikakulam and thirteen observations with respect to the Company’s oncology formulation manufacturing facility at Duvvada. The Company has responded to these observations identified by the U.S. FDA and believes that it can resolve them in a timely manner.

In June 2017, the U.S. FDA issued an Establishment Inspection Report (“EIR”) which indicated that the inspection of the Company’s API manufacturing facility at Miryalaguda is successfully closed. With regard to the Company’s oncology manufacturing facility at Duvvada and its API manufacturing facility at Srikakulam, the Company received EIRs from the U.S.FDA in November 2017 and February 2018, respectively, which indicated that the inspection status of these facilities remains unchanged.

Inspection of other facilities:

In May and June 2017, inspection of the Company’s Formulations Srikakulam Plant (SEZ) Unit II and I, India, was completed by the U.S. FDA with zero and one observations, respectively, and the U.S. FDA issued EIRs in September 2017 for both Units II and I, indicating the closure of the audit for these facilities.

The inspection of the Company’s Custom Pharmaceutical Services facility in Hyderabad, India was completed by the U.S. FDA on September 21, 2017 with zero observations, and the U.S. FDA issued an EIR in December 2017 indicating the closure of audit for this facility.

In April 2017, inspection of the Company’s formulations manufacturing facility at Bachupally, Hyderabad was completed by the U.S. FDA and the Company was issued aprofit-sharing basis. Form 483 with 11 observations. In December 2017, the U.S. FDA issued an EIR which indicates the closure of the audit for this facility.

In July 2017, inspection of the Company’s API facility in Cuernavaca, Mexico was completed by the U.S. FDA with zero observations, and the U.S. FDA issued an EIR in April 2018 indicating the closure of the audit for this facility.

The inspection of the Company’s API facility in Mirfield, United Kingdom was completed by the U.S. FDA on September 15, 2017, and the Company was issued a Form 483 with three observations. The Company responded to the observations identified by the U.S. FDA, and the U.S. FDA issued an EIR on April 24, 2018, which indicates the closure of the audit for this facility.

In March 2018, inspection of two of the Company’s API manufacturing facilities namely, the API Hyderabad Plant 1 and the API Hyderabad Plant 3, was completed by the U.S. FDA with four and five observations, respectively. The observations at API Hyderabad Plant 3 were related to procedures and facility maintenance. The Company has responded to the observations relating to both these facilities and believes that it can address all these observations comprehensively in a timely manner.

In June 2018, an inspection of the Company’s API Srikakulam Plant (SEZ) was completed by the U.S.FDA with zero observations.

37. Inspection by the regulatory authority of Bavaria, Germany

In August 2017, the Company’s German subsidiary betapharm Arzneimittel GmbH received a letter from a regulatory authority of Bavaria, Germany (the Regierung von Oberbayern, which is the Central Authority for Supervision of Medicinal Products in Bavaria of the Upper Bavarian government) (the “Regulator”), that the GMP compliance certificate for the Company’s formulations manufacturing facility at Bachupally, Hyderabad was not renewed as the result of GMP compliance deviations identified in an inspection. Consequently, this manufacturing facility was not permitted to export products to the European Union (the “EU”) until satisfactory resolution of the issues identified in the inspection and renewal of the facility’s GMP compliance certificate. The manufacturing facility was re-inspected in January 2018 and the status of non-compliance was withdrawn. The facility is now permitted to dispatch approved products to the EU.

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DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

37. Inspection by the regulatory authority of Bavaria, Germany (continued)

Furthermore, on September 7, 2017, the Regulator concluded an inspection of the Company’s formulations manufacturing facility at Duvvada, Visakhapatnam, with zero critical and six major observations. Products manufactured at the facility are not currently exported to the EU. The Company submitted a Corrective and Preventive Action Plan (“CAPA”) to the Regulator in this regard which was accepted by the Regulator. Consequently, the Regulator permitted the Company to start production from this facility for the EU market. The German Regulator intends to re-inspect this facility by the end of calendar year 2018.

38. Venezuela subsidiary operations

Dr. Reddy's Venezuela, C.A., a wholly-owned subsidiary of the Company, was primarily engaged in the import of pharmaceutical products from the parent company and other subsidiaries of the Company and the sale of such products in Venezuela.

Overhaul of the exchange rate system in Venezuela

In February 2015, the Venezuelan government launched an overhaul of its then existing exchange rate system and introduced a new exchange rate mechanism. The Marginal Currency System (known as "SIMADI") was the third tier in the new three-tier exchange rate regime and allowed for legal trading of the Venezuelan bolivar for foreign currency with fewer restrictions than other mechanisms in Venezuela (CENCOEX and SICAD). The new second tier (known as “SICAD”) was introduced with an initial rate of approximately 12 VEF per U.S.$1.00. The first tier (known as “CENCOEX”), the official exchange rate, was unchanged and sold dollars at 6.3 VEF per U.S.$1.00 for preferential goods.

In February 2016, the Venezuelan government announced further changes to its foreign currency exchange mechanisms, including the devaluation of its official exchange rate. The following changes became effective as of March 10, 2016:

·The CENCOEX preferential rate was replaced with a new "DIPRO" rate. The DIPRO rate is only available for purchases and sales of essential items. Further, the preferential exchange rate was devalued from 6.3 VEF per U.S.$1.00 to 10 VEF per U.S.$1.00.

·The SICAD exchange rate mechanism, which last auctioned USD for 13 VEF per U.S.$1.00, was eliminated.

·The SIMADI exchange rate mechanism was replaced with a new "DICOM" rate, which governs all transactions not subject to the DIPRO exchange rate and will fluctuate according to market supply and demand.

The Company has evaluated its involvementfully considered all the aforesaid developments, facts and circumstances and, following the guidance available in IAS 21, determined that it was appropriate to use the arrangement under IFRS 11SIMADI/DICOM rate for translating the monetary assets and concluded that the arrangement is a joint operation.

35. Agreement with Pierre Fabre

On February 11, 2014, Aurigene Discovery Technologies Limited (“Aurigene”), a wholly owned subsidiaryliabilities of the parent company, entered intoVenezuelan subsidiary as at various reporting dates. Tabulated below was the impact of the foregoing on the financial statements of the Company as at March 31, 2015 and 2016:

  Year ended 
Particulars March 31, 2015  March 31, 2016 
Foreign exchange loss due to currency devaluation and translation of monetary assets and liabilities using SIMADI/DICOM rate recorded under finance expense Rs.843  Rs.4,621 
Impact of inventory write down and reversal of export incentives recorded under cost of revenues  -   341 
Impairment of property, plant and equipment recorded under selling, general and administrative expenses  -   123 
Total Rs.843  Rs.5,085 

Update for the year ended March 31, 2017

Revenues for the year ended March 31, 2017 were Rs.17 (VEF 162). During the year ended March 31, 2017, the Company received approvals from the Venezuelan government to repatriate U.S.0.4 at the preferential rate of 10 VEF per U.S.1.00.

The Company applied the DICOM rate for translating the financial statements of the Venezuelan subsidiary for the year ended March 31, 2017. As a collaborative license, developmentresult, foreign exchange loss of Rs.41 was recognized for the year ended March 31, 2017.

Update for the year ended March 31, 2018

No revenues were recorded for the year ended March 31, 2018. During the year ended March 31, 2018, the Company has not received any approvals from the Venezuelan government to repatriate funds from importation of pharmaceutical products at the DIPRO preferential rate. The Company has applied the DICOM rate for translating the financial statements of the Venezuelan subsidiary for the year ended March 31, 2018.

In January 2018, the government announced further changes to the foreign exchange system and commercialization agreement with Pierre Fabre,abolished the third largest French pharmaceutical company. This agreement granted Pierre Fabre global worldwide rights (excluding India) toDIPRO preferential rate. As a new immune checkpoint modulator, AUNP-12.result, foreign exchange loss of Rs.29 was recognized by the Company for the year ended March 31, 2018. As of March 31, 2018, the DICOM rate was VEF 49,375 per U.S.$1.00.

AUNP-12 offers a breakthrough mechanism of action

F-65

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in the programmed cell death 1 (“PD-1”) pathway compared to other molecules currently in development in the highly promising immune therapy cancer space. AUNP-12 is the only peptide therapeutic in this pathwaymillions, except share and could offer more effective and safer combination opportunities with emerging and established treatment regimens. AUNP-12 will be in development for numerous cancer indications.per share data)

Under the terms of this agreement, Aurigene received a non-refundable upfront payment from Pierre Fabre. Such non-refundable upfront consideration is deferred and recognized as revenue over the period in which Aurigene has continuing performance obligations. Aurigene may also receive additional royalties and milestone payments based upon the continued development, regulatory progresses and commercialization of AUNP-12.

This arrangement is accounted for as joint operation under IFRS 11.39. Contingencies

36. Contingencies

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, the Company does not expect them to have a materially adverse effect on its financial position, as it believes that possibilitythe likelihood of loss in excess of amounts accrued (if any) is not probable. 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

Matters relating to National Pharmaceutical Pricing Authority

Norfloxacin, India litigation

The Company manufactures and distributes Norfloxacin, a formulations product, and in limited quantities, the active pharmaceutical ingredient norfloxacin. Under the Drugs Prices Control Order (the “DPCO”), the National Pharmaceutical Pricing Authority (the “NPPA”) established by the Government of India hashad the authority to designate a pharmaceutical product as a “specified product” and fix the maximum selling price for such product. In 1995, the NPPA 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 NPPA for the upward revision of the maximum selling price and a writ 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.

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)

36. Contingencies (continued)

Product and patent related matters (continued)

 

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.Petition.

During the year ended March 31, 2006, the Company received a notice from the NPPA demanding the recovery of the price charged by the Company for sales of Norfloxacin in excess of the maximum selling price fixed by the NPPA, which was Rs.285 including interest. 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 NPPA, which was Rs.77. The Company deposited this amount with the NPPA in November 2005. In February 2008, the High Court directed the Company to deposit an additional amount of Rs.30, which was deposited by the Company in March 2008. In November 2010, the High Court allowed the Company’s application to include additional legal grounds that the Company believes will strengthenbelieved strengthened its defense against the demand. For example, the Company has added as grounds that trade margins should not be included in the computation of amounts overcharged, and that it iswas necessary for the NPPA to set the active pharmaceutical ingredient price before the process of determining the ceiling on the formulation price. In October 2013, the Company filed an additional writ petition before the Supreme Court challenging the inclusion of Norfloxacin as a “specified product” under the DPCO, which is currently pending.DPCO. In January 2015, the NPPA filed a counter affidavit stating that the inclusion of Norfloxacin was based upon the recommendation of a committee consisting of experts in the field. On July 20, 2016, the Supreme Court remanded the matters concerning the inclusion of Norfloxacin as a “specified product” under the DPCO back to the High Court for further proceedings.During the three months ended September 30, 2016, the Supreme Court dismissed the Special Leave Petition pertaining to the fixing of prices for Norfloxacin formulations.

During the three months ended December 31, 2016, a writ petition pertaining to Norfloxacin was filed by the Company with the Delhi High Court. Upon the request of the respondents to file a counter, the Delhi High Court has adjourned the matter to November 26, 2018.

Based on its best estimate, the Company has recorded a provision for the potential liability related tofor sale proceeds in excess of the allegedly overcharged amountnotified selling prices, including the interest thereon, and believes that possibilitythe likelihood of any further liability that may arise on account of penalties pursuant to this litigation is not probable.

F-66

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

39. Contingencies (continued)

Product and patent related matters (continued)

Litigation relating to Cardiovascular and Anti-diabetic formulations

In July 2014, the eventNPPA, pursuant to the guidelines issued in May 2014 and the powers granted by the Government of India under the Drugs (Price Control) Order, 2013, issued certain notifications regulating the prices for 108 formulations in the cardiovascular and antidiabetic therapeutic areas. The Indian Pharmaceutical Alliance (“IPA”), in which the Company is a member, filed a writ petition in the Bombay High Court challenging the notifications issued by the NPPA on the grounds that they were ultra vires, ex facie and ab initio void. The Bombay High Court issued an order to stay the writ in July 2014. On September 26, 2016, the Bombay High Court dismissed the writ petition filed by the IPA and upheld the validity of the notifications/orders passed by the NPPA in July 2014. Further, on October 25, 2016, the IPA filed a Special Leave Petition with the Supreme Court, which was dismissed by the Supreme Court.

During the three months ended December 31, 2016, the NPPA issued show-cause notices relating to allegations that the Company exceeded the notified maximum prices for 11 of its products. The Company has responded to these notices.

On March 20, 2017, the IPA filed an application before the Bombay High Court for the recall of the judgment of the Bombay High Court dated September 26, 2016. This recall application filed by the IPA was dismissed by the Bombay High Court on October 4, 2017. Further, on December 13, 2017, the IPA filed a Special Leave Petition with the Supreme Court for the recall of the judgment of the Bombay High Court dated October 4, 2017, which was dismissed by Supreme Court on January 10, 2018.

During the three months ended March 31, 2017, the NPPA issued notices to the Company demanding payments relating to the foregoing products for the allegedly overcharged amounts, along with interest. On July 13, 2017, in response to a writ petition which the Company had filed, the Delhi High Court set aside all the demand notices of the NPPA and directed the NPPA to provide a personal hearing to the Company and pass a speaking order. A personal hearing in this regard was held on July 21, 2017. On July 27, 2017, the NPPA passed a speaking order along with the demand notice directing the Company to pay an amount of Rs.776. On August 3, 2017, the Company filed a writ petition challenging the speaking order and the demand notice. Upon hearing the matter on August 8, 2017, the Delhi High Court stayed the operation of the demand order and directed the Company to deposit Rs.100 and furnish a bank guarantee for Rs.676. Pursuant to the order, the Company deposited Rs.100 on September 13, 2017 and submitted a bank guarantee of Rs.676 dated September 15, 2017 to the Registrar General, Delhi High Court. On November 22, 2017, the Delhi High Court directed the Union of India to file a final counter affidavit within six weeks, subsequent to which the Company could file a rejoinder. On May 10, 2018, the counter affidavit was filed by the Union of India. The Company subsequently filed a rejoinder and both were taken on record by the Delhi High Court. The matter has been adjourned to August 8, 2018 for hearing.

Based on its best estimate, the Company has recorded a provision of Rs.416 under “Selling, general and administrative expenses” as a potential liability for sale proceeds in excess of the notified selling prices, including the interest thereon, and believes that the likelihood of any further liability that may arise on account of penalties pursuant to this litigation is not probable.

However, if the Company is unsuccessful in thissuch litigation, in the Supreme Court, it will be required to remit the sale proceeds in excess of the notified selling prices to the Government of India with interest and includingcould potentially include penalties, if any, which amounts are not readily ascertainable.

Other product and patent related matters

Nexium United States litigations

Five federal antitrust class action lawsuits have beenwere brought on behalf of direct purchasers of Nexium,Nexium®, and ten federal class action lawsuits have beenwere brought under both state and federal law on behalf of end-payors of Nexium.Nexium®. These actions have beenwere filed against various generic manufacturers, including the Company and its U.S. subsidiary Dr. Reddy’s Laboratories Inc. These actions have beenwere consolidated in the United States District Court for the District of Massachusetts.

The complaints allegealleged that beginning in 2005, AstraZeneca sued variousand the involved generic manufacturers including the Company, for infringement with respectsettled patent litigation related to patents purporting to cover AstraZeneca’s branded drug, Nexium.

Plaintiffs allegeNexium® capsules in a manner that AstraZeneca’s settlement agreements with these various generic manufacturers, including the Company, violated federal and state antitrust laws, as well as state unfair competition laws. The complaints seek unspecified damages for class members as a result of an alleged delay in the entry of generic versions of Nexium.

The Company believesconsistently maintained that each of these complaints lacks merit and that the Company’sits conduct complied with all applicable laws and regulations. All ofthat the defendants, includingcomplaints were without merit. In response to a motion for summary judgment made by the Company, filed motions to dismiss the complaints, which motions were denied in April 2013. The defendants also filed motions for summary judgment. Arguments regarding these motions were heard on January 21, 2014.

On February 12, 2014, the Court issued an order grantinggranted the Company’s motion in part and denied it in part, finding that the plaintiffs had failed to demonstrate that the Company’s settlement of patent litigation with AstraZeneca included aany large andor unjustified reverse payment. payment, but preserving other claims for trial.

On October 20, 2014, the Company reached a settlement with a majorityall plaintiffs who had cases pending in the U.S. District Court for the District of Massachusetts. The settlement with the class plaintiffs was subject to the Court’s approval. Under the terms of the settlement, the Company will not make anymade no payment to the class plaintiffs. OnOther defendants went to trial and prevailed.

The Court granted preliminary approval of the Company’s settlements with the class plaintiffs on January 28, 2015, the Courtand granted the Company’s consent motion forfinal approval of such settlements on September 29, 2015.

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DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

39. Contingencies (continued)

Product and patent related matters (continued)

On November 21, 2016, the settlement agreements.First Circuit Court of Appeals affirmed the judgment that had been entered in favor of the defendants who tried the case to a verdict. On January 10, 2017, the First Circuit Court of Appeals denied the motions for reconsideration.

In addition, two complaints, similar in nature to those referenced above, were filed in the Court of Common Pleas in Philadelphia, Pennsylvania by plaintiffs who chose to opt out of the class action lawsuit. No dispositive motions have been filed in these actions.

Reclast and Zometa United States litigation

In January 2013, Novartis AG (“Novartis”) brought patent infringement actions against the Company and a number of other generic companies in the United States District Court for the District of New Jersey. Novartis asserted that the Company’s ANDA for Reclast® would infringe Novartis’ U.S. Patent No. 8,052,987 and that the Company’s ANDA for Zometa® would infringe Novartis’ U.S. Patent No. 8,324,189. In February 2013, Novartis sought a temporary restraining order and a preliminary injunction prohibiting the Company and the other generic defendants from launching their generic Reclast® and Zometa® products. On March 1, 2013, the Court denied Novartis’ motion for a temporary restraining order.

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)

36. Contingencies (continued)

Product and patent related matters (continued)

Later in March 2013, the Company launched its generic version of Novartis’ Zometa® Injection (zoledronic acid, 4 mg/5mL product) and in April 2013, the Company launched its generic version of Novartis’ Reclast® Injection (zoledronic acid, 5 mg/100mL product). After the Company launched its products, Novartis withdrew its application for a preliminary injunction. The Company believes that the asserted patents are either invalid orlikelihood of any liability that may arise on account of lawsuits of the plaintiffs who opted out of the class action is not infringed by the Company’s products. The Courtprobable. Accordingly, no provision has construed the patent claims and the case is currently in progress at a fact discovery stage. No provision related to this litigation isbeen made in the Company’sthese consolidated financial statements as of March 31, 2015. If Novartis is ultimately successful in its patent infringement case, the Company could be required to pay damages related to the sale of its generic Reclast® and Zometa® products.statements.

Child resistant packaging matter

In May 2012, the Consumer Product Safety Commission (“CPSC”(the “CPSC”) requested that Dr. Reddy’s Laboratories Inc., awholly-owned subsidiary of the Company in the United States, provide certain information with respect to compliance with requirements of special packaging for child resistant blister packs for 6 products sold by the Company in the United States during the period commencing in 2002 through 2011. The Company provided the requested information. The CPSC subsequently alleged in a letter dated April 30, 2014 that the Company hashad violated the Consumer Product Safety Act (“CPSA”(the “CPSA”) and the Poison Prevention Packaging Act (“PPPA”(the “PPPA”) and intendsthat the CPSC intended to seek civil penalties. Specifically, the CPSC asserted, among other things, that from or about August 14, 2008 through June 1, 2012, the Company sold prescription drugs having unit dose packaging that failed to comply with the CPSC’sCPSC's special child resistant packaging regulations under the PPPA and failed to issue general certificates of conformance. In addition, the CPSC asserted that the Company violated the CPSA by failing to immediately advise the CPSC of the alleged violations. The Company disagrees with the CPSC’s allegations and is engaged in discussions with the CPSC regarding its compliance with the regulations.allegations.

Simultaneously, the U.S. Department of Justice (the “DOJ”) is also currently investigatingbegan to investigate a sealed complaint related to these issues under the Federal False Claims Act. A meeting with the DOJ occurred on August 20, 2014 and the Company provided some additional clarifying information to the DOJ subsequent to that meeting.

At this stage of the proceedings, the Company cannot conclude that the likelihood of an unfavorable outcome is either probable or remote. Accordingly, no provision related to this litigation is made in the Company’s consolidated financial statements as of March 31, 2015. An unfavorable outcome in these matters could result in significant liabilities, which could have a material adverse effect on the Company.

Ibandronate Sodium United States litigation

In June 2012, the Company launched its ibandronate sodium 150 mg tablet product, a generic version of Boniva® tablets, which are marketed and distributed by Genentech USA, Inc., a member of the Roche Group.

The Company is defending patent infringement actions brought by Hoffmann-La Roche Inc. and Genentech Inc. (collectively, “Roche”)was filed in the United States District Court for the Eastern District of New JerseyPennsylvania under the Federal False Claims Act (“FCA”) related to these same issues (the “FCA Complaint”). The Company cooperated with respectthe DOJ in its investigation. The DOJ and all States involved in the investigation declined to this product. These actions were first commencedintervene in September 2007the FCA Complaint. On November 10, 2015, the FCA Complaint was unsealed and over time expandedthe plaintiff whistleblowers, who are two former employees of the Company, proceeded without the DOJ’s and applicable States’ involvement. The unsealed FCA Complaint relates to assert infringementthe 6 blister pack products originally subject to the investigation and also 38 of four patents – one formulation patent (U.S. patent number 6,294,196)the Company’s generic prescription products sold in the U.S. in various bottle and three methodcap packaging.

The Company filed its response to the FCA Complaint on February 23, 2016 in the form of use patents (numbers 7,192,938, 7,410,957 and 7,718,634). Claims regarding U.S. patent numbers 6,294,196 and 7,192,938 were dismissed in December 2008 and April 2010, respectively.

a motion to dismiss for failure to state a claim upon which relief can be granted. On May 7, 2012,March 26, 2017, the Court granted the Company’s motion for summary judgment that U.S. patent number 7,718,634 was invalid based on obviousness. In June 2012,to dismiss, dismissing the FCA Complaint and allowing the plaintiffs one more chance to refile this complaint in an attempt to plead sustainable allegations. On March 29, 2017, the plaintiffs filed their final amended FCA Complaint, which the Company launched its ibandronate sodium 150 mg tablet product. On October 1, 2012,opposed and during the three months ended March 31, 2018, the Company obtained dismissal of the FCA Complaint with prejudice. The plaintiffs filed a petition with the Court granted summary judgmentrequesting that the Court reconsider its decision to dismiss the FCA Complaint with prejudice, and that request was denied.

The parallel investigation by the CPSC under the CPSA and the PPPA was referred by the CPSC to the DOJ’s office in Washington, D.C. in April 2016, with the Company’s favor finding U.S. patent number 7,410,957 invalid.recommendation that the DOJ initiate a civil penalty action against the Company. The CPSC matter referred to the DOJ relates to five of the blister pack products.

On November 15, 2012,January 18, 2018, the Court issuedCompany and the DOJ entered into a final judgment in favorsettlement of the Company. Roche filedaction and agreed to a motionconsent decree providing for reconsideration on November 16, 2012 whicha civil penalty of U.S.$5 (Rs.319), and injunctive relief. The settlement was denied by the Court on January 25, 2013. Roche has appealed bothwithout adjudication of the Court’s summary judgment decisions. Argumentany issue of the appeal was heard on December 6, 2013, and on April 11, 2014, the Court of Appeals affirmed that the U.S. patent numbers 7,718,634 and 7,410,957 are invalid as obvious. A petition for rehearing and rehearing en banc was filed by Roche on May 12, 2014,fact or law, and the Company has not admitted any violations of law pursuant to this settlement.

Namenda United States Litigations

In August 2015, Sergeants Benevolent Assoc. Health & Welfare Fund (“Sergeants”) filed its response on June 9, 2014.suit against the Company in the United States District Court for the Southern District of New York. Sergeants alleged that certain parties, including the Company, violated federal antitrust laws as a consequence of having settled patent litigation related to the Alzheimer’s drug Namenda® (memantine) tablets during a period from about 2009 until 2010. Sergeants seeks to represent a class of “end-payor” purchasers of Namenda® tablets (i.e., insurers, other third-party payors and consumers).

Sergeants seeks damages based upon an allegation made in the complaint that the defendants entered into patent settlements regarding Namenda® tablets for the purpose of delaying generic competition and facilitating the brand innovator’s attempt to shift sales from the original immediate release product to the more recently introduced extended release product. The Company believes that the complaint lacks merit and that the Company’s conduct complied with all applicable laws and regulations.

All defendants, including the Company, moved to dismiss the claims. On July 11, 2014,September 13, 2016, the Court denied these motions. However, the petition for rehearingSergeants case is stayed pending resolution of similar claims in another case in which the Company is not a party (JM Smith Corp. v. Actavis PLC). The parties in theJM Smithcase have served the Company with subpoenas, in response to which the Company produced the specific documents subpoenaed and rehearing en banc.provided testimony in a deposition.

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)

data)

 

36.39. Contingencies (continued)

Product and patent related matters (continued)

Four other class action complaints, each containing similar allegations to the Sergeants complaint, have also been filed in the U.S. District Court for the Southern District of New York. However, two of those complaints were voluntarily dismissed, and the other two do not name the Company as a defendant.

In addition, the State of New York filed an antitrust case in the U.S. District Court for the Southern District of New York. The case brought by the State of New York contained some (but not all) of the allegations set forth in the class action complaints, but the Company was not named as a party. The case brought by the State of New York was dismissed by stipulation on November 30, 2015.

The Company believes that the likelihood of any liability that may arise on account of alleged violation of federal antitrust laws is not probable. Accordingly, no provision has been made in these consolidated financial statements.

Class Action and Other Civil Litigation on Pricing/Reimbursement Matters

On December 30, 2015 and on February 4, 2016, respectively, a class action complaint (the “First Pricing Complaint”) and another complaint (not a class action) (the “Second Pricing Complaint”) were filed against the Company and eighteen other pharmaceutical defendants in State Court in the Commonwealth of Pennsylvania. In these actions, the class action plaintiffs allege that the Company and other defendants, individually or in some cases in concert with one another, have engaged in pricing and price reporting practices in violation of various Pennsylvania state laws. More specifically, the plaintiffs allege that: (1) the Company provided false and misleading pricing information to third party drug compendia companies for the Company’s generic drugs, and such information was relied upon by private third party payers that reimbursed for drugs sold by the Company in the United States, and (2) the Company acted in concert with certain other defendants to unfairly raise the prices of generic divalproex sodium ER (bottle of 80, 500 mg tablets ER 24H) and generic pravastatin sodium (bottle of 500, 10 mg tablets).

The First Pricing Complaint was removed to the U.S. District Court for the Eastern District of Pennsylvania (the “E.D.P.A. Federal Court”) and, pending the outcome of the First Pricing Complaint, the Second Pricing Complaint was stayed. On September 25, 2017, the E.D.P.A. Federal Court dismissed all the claims of the plaintiffs in the First Pricing Complaint and denied leave to amend such complaint as futile. Subsequent to this decision, the plaintiffs right to appeal the dismissal of the First Pricing Complaint expired.

Further, on November 17, 2016, certain class action complaints were filed against the Company and a number of other pharmaceutical companies as defendants in the E.D.P.A. Federal Court. Subsequently, these complaints were consolidated into one amended complaint as part of a multi-district, multi-product litigation pending with the E.D.P.A. Federal Court. These complaints allege that the Company and the other named defendants have engaged in a conspiracy to fix prices and to allocate bids and customers in the sale of pravastatin sodium tablets and divalproex sodium extended-release tablets in the United States. In March 2017, plaintiffs agreed by stipulation to dismiss Dr. Reddy’s Laboratories Inc. and Dr. Reddy’s Laboratories Limited from the actions related to pravastatin sodium tablets without prejudice. The Company denies any wrongdoing and intends to vigorously defend against these allegations.

The Company believes that the likelihood of any liability that may arise on account of any of these complaints is not probable. Accordingly, no provision has been made in these consolidated financial statements.

Civil litigation with Mezzion

On January 13, 2017, Mezzion Pharma Co. Ltd. and Mezzion International LLC (collectively, “Mezzion”) filed a complaint in the New Jersey Superior Court against the Company and its wholly owned subsidiary in the United States. The complaint pertains to the production and supply of the active pharmaceutical ingredient (“API”) for udenafil (a patented compound) and an udenafil finished dosage product during a period from calendar years 2007 to 2015. Mezzion alleges that the Company failed to comply with the U.S. FDA’s current Good Manufacturing Practices (“cGMP”) at the time of manufacture of the API and finished dosage forms of udenafil and, consequently, that this resulted in a delay in the filing of a NDA for the product by Mezzion. In this regard, the Company filed a motion to dismiss Mezzion’s complaint on the technical grounds that the Court lacks jurisdiction over the Company. In January 2018, the Court denied the Company’s motion to dismiss the complaint on the jurisdictional matter. Company’s interlocutory appeal of the said denial, was also denied.

The Company denies any wrongdoing or liability in this regard, and intends to vigorously defend against the claims asserted in Mezzion’s complaint. Any liability that may arise on account of this complaint is unascertainable. Accordingly, no provision was made in the consolidated financial statements of the Company.

F-69

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

39. Contingencies (continued)

 

Shareholder Class Action Litigation

On August 25, 2017, a securities class action lawsuit was filed against the Company, its Chief Executive Officer and its Chief Financial Officer in the United States District Court for the District of New Jersey. The Company’s Co-Chairman, its Chief Operating Officer, and Dr. Reddy’s Laboratories, Inc., were also subsequently named as defendants in the case. The operative complaint alleges that the Company made false or misleading statements or omissions in its public filings, in violation of U.S. federal securities laws, and that the Company’s share price dropped and its investors were affected. On May 9, 2018, the Company and other defendants filed a motion to dismiss the complaint in the United States District Court for the District of New Jersey.

The Company believes that the asserted claims are without merit and intends to vigorously defend itself against the allegations. Any liability that may arise on account of this complaint is unascertainable. Accordingly, no provision was made in the consolidated financial statements of the Company.

Environmental matters

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 the then existing undivided state 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.0.0013 per acre for dry land and Rs.0.0017 per acre for wet land. Accordingly, the Company has paid a total compensation of Rs.3. The Company believes that the possibility of additional liability is remote. The Andhra Pradesh High Court disposed of the writ petition on February 12, 2013 and transferred the case to the National Green Tribunal (“NGT”), Chennai, India. The interim orders passed in the writ petitions will continue until the matter is decided by the NGT. The NGT has, through its order dated October 30, 2015, constituted a Fact Finding Committee. The NGT has also permitted the alleged polluting industries to appoint a person on their behalf in the Fact Finding Committee. However, the Company, along with the alleged polluting industries, has challenged the constitution and composition of the Fact Finding Committee. The NGT has directed that until all the applications challenging the constitution and composition of the Fact Finding Committee are disposed of, the Fact Finding Committee shall not commence its operation.

The NGT, Chennai in a judgment dated October 24, 2017, disposed of the matter. The Bulk Drug Manufacturers Association of India (“BDMAI”), in which the Company is a member, subsequently filed a review petition against the judgment on various aspects.

The NGT, Delhi, in a judgment dated November 16, 2017 in another case in which the Company is not a party, stated that the moratorium imposed in the Patancheru and Bollaram areas shall continue until the Ministry of Environment, Forest and Climate Change passes an order keeping in view the needs of the environment and public health.

The Company believes that any additional liability that might arise in this regard is not material to the consolidated financial statements. Accordingly, no provision relating to these claims has been made in the consolidated financial statements as of March 31, 2018.

Water pollution and air pollution

During the year ended March 31, 2012, the Company, along-withalong with 14 other companies, received a notice from the Andhra Pradesh Pollution Control Board (“APP(the “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) cease manufacturing products at such facilities in excess of certain quantities specified by the APP Control Board and (iii) furnish a bank guarantee to assure compliance with the APP Control Board’s orders.

The Company appealed the APP Control Board orders to the Andhra Pradesh Pollution Appellate Board (the “APP Appellate Board”). The APP Appellate Board, on the basis of a report of a fact-finding advisory committee, recommended to the Andhra Pradesh Government to allow expansion of units fully equipped with Zero-Liquid Discharge (“ZLD”) facilities and otherwise found no fault with the Company (on certain conditions).

The APP Appellate Board’s decision was challenged by one of the petitioners in the National Green Tribunal and the matter is currently pending before it.

Separately, the Andhra Pradesh Government, following recommendations of the APP Appellate Board, published a notification in July 2013 that allowed expansion of production of all types of existing bulk drug and bulk drug intermediate manufacturing units subject to the installation of ZLD facilities and the outcome of cases pending in the National Green Tribunal. Importantly, the notification directed pollution load of industrial units to be assessed at the point of discharge (if any) as opposed to point of generation.

In September 2013, the Ministry of Environment and Forests, based on the revised Comprehensive Environment Pollution Index, issued a notification that re-imposed a moratorium on expansion of industries in certain areas where some of the Company’s manufacturing facilities are located. This notification overrides the Andhra Pradesh Government’s notification that conditionally permitted expansion.expansion.

F-70

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

39. Contingencies (continued)

Indirect taxes related matters

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 “Central Excise 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.176 from the vendor, including penalties of Rs.90. Through the same notice, the Central Excise Authorities issued a penalty claim of Rs.70 against the Company. During the year ended March 31, 2005, the Central Excise Authorities issued an additional notice to this vendor demanding Rs.226 from the vendor, including a penalty of Rs.51. Through the same notice, the Central Excise Authorities issued a penalty claim of Rs.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. The Company filed appeals against these notices with the Customs, Excise and Service Tax Appellate Tribunal (the “CESTAT”). 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

The Central Excise Authorities have issued various show causedemand notices to the Company objecting to the Company’s methodology of distributing input service tax credits claimed for one of the Company’s facilities. The below table shows the details of each of such show cause noticesdemand notice, the amount demanded and the consequential actions on andcurrent status of the same.

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)

36. Contingencies (continued)

Indirect taxes related matters (continued)Company’s responsive actions.

 

Period covered under the notice

Amount demanded

Status

March 2008 to September 2009Rs.102 plus 100% penalties of Rs.102 and interest thereonThe Company has filed an appeal before the CESTAT.CESTAT
October 2009 to March 2011Rs.125 plus penalties of Rs.100 and interest thereonThe Company has filed an appeal before the CESTAT.CESTAT
April 2011 to March 2012Rs.51 plus interest and penaltiesThe Company has responded to such show cause notice and is currently awaiting a hearing withfiled an appeal before the Central Excise Commissioner.CESTAT
April 2012 to March 2013Rs.54 plus interest and penaltiesThe Company has responded to such show cause notice and is currently awaiting a hearing withfiled an appeal before the Central Excise Commissioner.CESTAT
April 2013 to March 2014Rs.69 plus interest and penaltiesThe Company has filed an appeal before the CESTAT
April 2014 to March 2015Rs.108 plus interest and penaltiesThe Company has respondedfiled an appeal before the CESTAT
April 2015 to such show causeMarch 2016Rs.157 plus interest and penaltiesThe Company is in the process of responding to the notice and is currently awaiting a hearing with the Central Excise Commissioner.

The Company believes that the possibilitylikelihood of any liability that may arise on account of the allegedly inappropriate distribution of input service tax credits is not probable. Accordingly, no provision relating to these claims has been made in the Company’sthese consolidated financial statements as of March 31, 2015.2018.

Value Added Tax (“VAT”) matter

The Company has received various show causedemand notices from the Government of Telangana’s Commercial Taxes Department objecting to the Company’s methodology of calculation of VAT input credit. The below table shows the details of each of such show cause noticesdemand notice, the amount demanded and the consequential actions on andcurrent status of the same.Company’s responsive actions.

 

Period covered under
the notice

Amount demanded

Status

April 2006 to March 2009Rs.66 plus 10% penaltyThe Company has filed an appeal before the Sales Tax Appellate Tribunal.Tribunal
April 2009 to March 2011Rs.59 plus 10% penaltyThe Company has filed an appeal before the Sales Tax Appellate Tribunal.Tribunal
April 2011 to March 2013Rs.86Rs.16 plus 10% penaltyThe Company has filed an appeal before the Appellate Deputy Commissioner.Commissioner issued an order partially in favor of the Company

The Company has recorded a provision of Rs.27 as of March 31, 2018, and believes that the possibilitylikelihood of any further liability that may arise on account of the allegedly inappropriate claims to VAT credits is not probable. Accordingly, no provision relating to these claims has been made in the Company’s consolidated financial statements as of March 31, 2015.

Others

Additionally, the Company is in receipt of various show causedemand notices from the Indian Sales and Service Tax authorities. The disputed amount is Rs.43.Rs.278. The Company has responded to such show causedemand notices and believes that the chances of any liability arising from such notices are less than probable. Accordingly, no provision is made in the Company’s consolidatedthese financial statements as of March 31, 2015.2018.

Fuel Surcharge Adjustments

The Andhra Pradesh Electricity Regulatory Commission (the “APERC”) passed various orders approving the levy of Fuel Surcharge Adjustment (“FSA”) charges for the period from April 1, 2008 to March 31, 2013 by power distribution companies from all the consumers of electricity in the then existing undivided state of Andhra Pradesh, India where the Company’s headquarters and principal manufacturing facilities are located. Separate writ petitions filed by the Company for various periods, challenging and questioning the validity and legality of this levy of FSA charges by the APERC, are pending before the High Court of Andhra Pradesh and the Supreme Court of India.

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)

36. Contingencies (continued)

Fuel Surcharge Adjustments (continued)

After taking into account all of the available information and legal provisions, the Company has recorded an amount of Rs.219 as the potential liability towards FSA charges. The total amount approved by APERC for collection by the power distribution companies from the Company in respect of FSA charges for the period from April 1, 2008 to March 31, 2013 is Rs.482. AsAfter taking into account all of March 31, 2015,the available information and legal provisions, the Company has made “paymentsrecorded Rs.219 as the potential liability towards FSA charges. However, the Company has paid, under protest”protest, an amount of Rs.354 as demanded by the power distribution companies as part of monthly electricity bills. The Company remains exposed to additional financial liability should the orders passed by the APERC be upheld by the Courts.

During the three months ended June 30, 2016, the Supreme Court of India dismissed the Special Leave Petition filed by the Company in this regard for the period from April 1, 2012 to March 31, 2013. As a result, for the quarter ended June 30, 2016, the Company recognized an expenditure of Rs.55 (by de-recognizing the payments under protest) representing the FSA charges for the period from April 1, 2012 to March 31, 2013.

F-71

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

39. Contingencies (continued)

Direct taxes related matters

During the year ended March 31, 2014, the Indian Income Tax authorities disallowed for tax purposes certain business transactions entered into by the parent company with its wholly-owned subsidiaries. The associated tax impact is Rs.570. The Company believes that such business transactions are allowed for tax deduction under Indian Income Tax laws and has accordingly filed an appeal with the Income Tax Appellate Authorities. The Company further believes that the probability of succeeding in this matter is more likely than not and therefore no provision was made in respect of this matter in the Company’s consolidated financial statements as of March 31, 2015.

Additionally, theThe Company is contesting various other disallowances by the Indian Income Tax authorities. The associated tax impact is Rs.611.Rs.1,727. The Company believes that the chances of an unfavorable outcome in each of such disallowances are less than probable and, accordingly, no provision wasis made in these financial statements as of March 31, 2018.

During the years ended March 31, 2014, 2015 and 2016, Industrias Quimicas Falcon de Mexico, S.A. de CV, a wholly-owned subsidiary of the Company in Mexico, received a notice from Mexico's Tax Administration Service,Servicio de Administracion Tributaria (“SAT”), with respect to disallowance on account of transfer pricing adjustments pertaining to the calendar years ended December 31, 2006, December 31, 2007 and December 31, 2008. The associated tax impact is Rs.703 (MXN 196.9). The Company filed administrative appeals with the SAT by challenging these mattersdisallowances and, during February and March 2017, the Company received orders of the SAT confirming these disallowances by dismissing its administrative appeals. The Company disagrees with the SAT’s disallowances and filed an appeal with the Tribunal Federal de Justicia Administrativa (Federal Tax and Administrative Court of Mexico) in the Company’sMarch and April 2017.

The Company believes that possibility of any liability that may arise on account of this litigation is not probable. Accordingly, no provision has been made in these consolidated financial statements as of March 31, 2015.2018.

Others

Additionally, the Company is 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. Except as discussed above, the Company does not believe that there are any such contingent liabilities that are expected to have any material adverse effect on its consolidated financial statements.

37.

40. Nature of Expense

The following table shows supplemental information related to certain “nature of expense” items for the years ended March 31, 2015, 20142018, 2017 and 2013:2016:

 

   For the Year Ended March 31, 2015 

Particulars

  Cost of
revenues
   Selling, general and
administrative
expenses
   Research and
development
expenses
   Total 

Employee benefits

  Rs.9,469    Rs.15,400    Rs.4,098    Rs.28,967  

Depreciation and amortization

   4,154     3,023     923     8,100  
  For the Year Ended March 31, 
Employee benefits 2018  2017  2016 
Cost of revenues Rs.10,434  Rs.10,515  Rs.9,574 
Selling, general and administrative expenses  17,004   15,838   16,641 
Research and development expenses  4,711   4,716   4,959 
  Rs.32,149  Rs.31,069  Rs.31,174 

 

   For the Year Ended March 31, 2014 

Particulars

  Cost of
revenues
   Selling, general and
administrative
expenses
   Research and
development
expenses
   Total 

Employee benefits

  Rs.8,526    Rs.13,727    Rs.2,684    Rs.24,937  

Depreciation and amortization

   3,771     2,901     434     7,106  
  For the Year Ended March 31, 
Depreciation and amortization 2018  2017  2016 
Cost of revenues Rs.6,595  Rs.6,117  Rs.5,241 
Selling, general and administrative expenses  3,883   3,935   3,933 
Research and development expenses  1,232   1,225   1,076 
  Rs.11,710  Rs.11,277  Rs.10,250 

 

   For the Year Ended March 31, 2013 

Particulars

  Cost of
revenues
   Selling, general and
administrative
expenses
   Research and
development
expenses
   Total 

Employee benefits

  Rs.7,096    Rs.11,960    Rs.1,357    Rs.20,413  

Depreciation and amortization

   2,983     2,197     369     5,549  

In addition, for details relating to cost of material consumed refer to Note 11 of these consolidated financial statements.

41. Change in the functional currency of a foreign operation

Until July 31, 2016, the functional currency of the Swiss Subsidiary, was determined to be the Indian rupee. During the three months ended September 30, 2016, the Swiss Subsidiary borrowed U.S.$350 from certain institutional lenders to acquire eight ANDAs in the United States (refer to Note 33 of these consolidated financial statements for further details). The Company believes that the aforesaid transactions have had significant impact on the primary economic environment of the Swiss Subsidiary and, accordingly, the Swiss Subsidiary’s operating, investing and financing activities will have a greater reliance on the United States dollar.

Accordingly, effective August 1, 2016, the functional currency of the Swiss Subsidiary was changed to the United States dollar. The change in functional currency of the Swiss subsidiary was applied prospectively from date of change in accordance with IAS 21, “The Effect of Changes in Foreign Exchange Rate”.

42. Subsequent events

None

F-72

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)

data)

 

38. Agreement with Novartis Consumer Health Inc.43. Organizational structure

On October 18, 2014, the Company, through its wholly owned subsidiary

Dr. Reddy’s Laboratories SA, entered into an asset purchase agreement with Novartis Consumer Health Inc. to acquireLimited is the titleparent company. Tabulated below is the list of subsidiaries and rights to its Habitrol® brand (an over-the-counter nicotine replacement therapy transdermal patch)joint ventures as of March 31, 2018:

Name of the subsidiary/joint ventureCountry of
Incorporation
Percentage of
Direct/Indirect
Ownership Interest
Aurigene Discovery Technologies (Malaysia) Sdn. Bhd.Malaysia100%(3)
Aurigene Discovery Technologies Inc.U.S.A.100%(3)
Aurigene Discovery Technologies LimitedIndia100%
beta Institut gemeinnützige GmbHGermany100%(8)
betapharm Arzneimittel GmbHGermany100%(8)
Cheminor Investments LimitedIndia100%
Cheminor Employees Welfare TrustIndiaRefer to footnote 16
Chirotech Technology LimitedUnited Kingdom100%(5)
Dr. Reddy’s Research FoundationIndiaRefer to footnote 16
Dr. Reddy’s Farmaceutica Do Brasil Ltda.Brazil100%
Dr. Reddy’s Laboratories (EU) LimitedUnited Kingdom100%(10)
Dr. Reddy’s Laboratories (Proprietary) LimitedSouth Africa100%(10)
Dr. Reddy’s Laboratories (UK) LimitedUnited Kingdom100%(5)
Dr. Reddy’s Laboratories Canada, Inc.Canada100%(10)
Dr. Reddy's Laboratories Chile SPA. (from June 16, 2017)Chile100%(10)
Dr. Reddy’s Laboratories Inc.U.S.A.100%(10)
Dr. Reddy’s Laboratories International SASwitzerland100%(10)
Dr. Reddy’s Laboratories Japan KKJapan100%(10)
Dr. Reddy’s Laboratories Kazakhstan LLPKazakhstan100%(10)
Dr. Reddy’s Laboratories Louisiana LLCU.S.A.100%(6)
Dr. Reddy’s Laboratories Malaysia Sdn. Bhd. (from July 10, 2017)Malaysia100%(10)
Dr. Reddy’s Laboratories New York, Inc.U.S.A.100%(10)
Dr. Reddy’s Laboratories Romania S.R.L.Romania100%(10)
Dr. Reddy’s Laboratories SASwitzerland100%
Dr. Reddy's Laboratories Taiwan Limited (from February 23, 2018)Taiwan100%(10)
Dr. Reddy’s Laboratories Tennessee, LLCU.S.A.100%(6)
Dr. Reddy’s Laboratories, LLCUkraine100%(10)
Dr. Reddy’s New Zealand Limited.New Zealand100%(10)
Dr. Reddy’s Singapore PTE LimitedSingapore100%(10)
Dr. Reddy’s SrlItaly100%(11)
Dr. Reddy's Bio-Sciences LimitedIndia100%
Dr. Reddy's Laboratories (Australia) Pty. LimitedAustralia100%(10)
Dr. Reddy's Laboratories SASColombia100%(10)
Dr. Reddy's Research and Development B.V. (formerly Octoplus B.V.)Netherlands100%(12)
Dr. Reddy's Venezuela, C.A.Venezuela100%(10)
Dr. Reddy’s (WUXI) Pharmaceutical Company Limited (from June 2, 2017)China100%(10)
DRANU LLCU.S.A.50%(13)
DRES Energy Private LimitedIndia26%(14)
DRL Impex LimitedIndia100%(15)
DRSS Solar Power Private Limited (liquidated on November 1, 2017)India26%(14) (2)
Eurobridge Consulting B.V.Netherlands100%(1)
Idea2Enterprises (India) Pvt. LimitedIndia100%
Imperial Credit Private LimitedIndia100%
Industrias Quimicas Falcon de Mexico, S.A. de CVMexico100%
Kunshan Rotam Reddy Pharmaceutical Co. LimitedChina51.33%(4)
Lacock Holdings LimitedCyprus100%(10)
OOO Dr. Reddy's Laboratories LimitedRussia100%(10)

F-73

DR. REDDY’S LABORATORIES LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and to marketper share data)

43. Organizational structure (continued)

Name of the subsidiaryCountry of
Incorporation
Percentage of Direct/Indirect
Ownership Interest
OOO DRS LLCRussia100%(9)
Promius Pharma LLCU.S.A.100%(6)
Reddy Antilles N.V.Netherlands100%
Reddy Holding GmbHGermany100%(10)
Reddy Netherlands B.V.Netherlands100%(10)
Reddy Pharma Iberia SASpain100%(10)
Reddy Pharma Italia S.R.L.Italy100%(7)
Reddy Pharma SASFrance100%(10)
Regkinetics Services Limited (formerly Dr. Reddy’s Pharma SEZ Limited)India100%

(1) Indirectly owned through Dr. Reddy’s Research and development B.V. (from March 29, 2018), formerly a subsidiary of Reddy Antilles N.V.

(2) Entities liquidated during the productyear.

(3) Indirectly owned through Aurigene Discovery Technologies Limited.

(4) Kunshan Rotam Reddy Pharmaceutical Co. Limited is a subsidiary, as the Company holds a 51.33% stake. However, the Company accounts for this investment by the equity method and does not consolidate it in the United States.Company’s financial statements.

After obtaining the necessary approvals from the U.S. Federal Trade Commission, the Company completed the acquisition of Habitrol® on December 17, 2014. The total purchase consideration was Rs.5,097 (U.S.$80).

The transaction has been recorded as an acquisition of a product related intangible asset with a useful life of 8 years. The carrying amount of the asset as at March 31, 2015 was Rs.4,911.

39. Venezuela operations

(5) Indirectly owned through Dr. Reddy’s Venezuela, C.A., a wholly owned subsidiary of the Company, is primarily engaged in import of pharmaceutical products from parent company and other subsidiaries of the Company and the sale of such products in Venezuela. During the year ended March 31, 2015, the Company’s revenues from Venezuela were Rs.8,335 (Venezuelan bolivar (“VEF”) 813).

In February 2015, the Venezuelan government launched an overhaul of the exchange rate system and introduced a new exchange rate mechanism. The Marginal Currency System (known as “SIMADI”), is the third mechanism in the new three-tier exchange rate regime and allows for legal trading of the Venezuelan bolivar for foreign currency with fewer restrictions than other mechanisms in Venezuela (CENCOEX and SICAD) .

The new second tier, SICAD, is a combination of the former second and third tiers, SICAD I and SICAD II, with a rate of approximately 12.0 VEF per U.S.$1.00. The first tier, the official exchange rate, is unchanged and sells dollars at 6.30 VEF per U.S.$1.00 for preferential goods.

As on March 31, 2015 the exchange rates in all the three aforesaid tiers are as follows:Laboratories (EU) Limited.

 

CENCOEX preferential rate – 6.3 VEF per U.S.$;(6) Indirectly owned through Dr. Reddy’s Laboratories Inc.

 

SICAD rate - 12 VEF per U.S.$; and(7) Indirectly owned through Lacock Holdings Limited.

 

SIMADI rate - approximately 193 VEF per U.S.$.(8) Indirectly owned through Reddy Holding GmbH.

As per the existing laws

(9) Indirectly owned through Eurobridge Consulting B.V.

(10) Indirectly owned through Dr. Reddy’s Laboratories SA.

(11) Indirectly owned through Reddy Pharma Italia S.R.L.

(12) Indirectly owned through Reddy Netherlands B.V.

(13) DRANU LLC is consolidated in Venezuela, payments towards the importation of pharmaceutical products qualify for the CENCOEX preferential rate of 6.3 VEF per U.S.$1.00, and the Company has been receiving approvals from the CENCOEX at such preferential rate. Accordingly, monetary assets of VEF 245 which equate to the amount of import payments (U.S.$39) that are eligible and pending for approval are translated at such preferential rate.

The balance of the Company’s Venezuelan monetary assets and liabilities, in the net amount of VEF 88, may not qualify for the preferential rate of 6.3 VEF per U.S.$1.00. Following theaccordance with guidance available in IAS 21, the Company assessed the rate at which such balances are likely to be realized or settled and believes that it is appropriate to use the SIMADI rate (VEF 193 per U.S.$1.00) to translate such balances. Consequently, foreign exchange loss amounting to Rs.843 on translation of such monetary assets and liabilities at the SIMADI rate was recorded under “finance expenses” during the year ended March 31, 2015.

40. Subsequent events

Acquisition of select established brand portfolio of UCB

On April 1, 2015, the Company entered into a definitive agreement with UCB India Private Limited and other UCB group companies (together referred to as “UCB”) to acquire a select portfolio of established products’ business in the territories of India, Nepal, Sri Lanka and Maldives. The purchased business was acquired on a slump sale basis (an Indian tax law concept which refers to the transfer of a business as a going concern without values being assigned to individual assets and liabilities). The transaction includes approximately 350 employees engaged in operations of the acquired India business. The acquisition is expected to strengthen the Company’s presence in the areas of dermatology, respiratory and pediatric products. The total purchase consideration was Rs.8,000. The acquisition was closed on June 16, 2015 and the Company is currently in the process of finalizing the purchase price allocation to various assets acquired and liabilities assumed.

Item 19. EXHIBITSIFRS 10.

 

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 Merrill 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.  

(14) Accounted in accordance with IFRS 11 ‘Joint Arrangements’.

(15) Indirectly owned through Idea2Enterprises (India) Pvt. Limited.

(16) The Company does not have any equity interests in this entity, but has significant influence or control over it.

F-74

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)
1.6. Amended and Restated Articles of Association of the Registrant dated September 17, 2015. (9)
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 Merrill Lynch Capital Limited (regarding liquidity facility for our bonus debentures). (8)
2.6 Asset Purchase Agreement between Teva Pharmaceutical Industries Ltd. and Dr. Reddy’s Laboratories S.A. dated as of June 10, 2016. Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC. (10)
2.7 Asset Purchase Agreement between Watson Laboratories, Inc. and Dr. Reddy’s Laboratories S.A. dated as of June 10, 2016. Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC. (10)
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, associates and joint ventures of the Registrant.  
15.1 Consent of Independent Registered Public Accounting Firm.  
15.2 Copy of letter addressed to the SEC by KPMG in response to our disclosures in Item 16 F.  
12.1 Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  
12.2 Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  
13.1 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.  
13.2 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.  

 

(1)

Previously filed on March 26, 2001 with the SEC along with Form F-1

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.

(9)Incorporated by reference to Exhibit 99.1 to the Company’s Form 6-K dated September 25, 2015.

(10)Previously filed with the Company’s Form 20-F for the fiscal year ended March 31, 2017.

136

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
Co-Chairman and Chief Executive Officer
By:/s/Saumen Chakraborty
Saumen Chakraborty
President and Chief Financial Officer

Hyderabad, India

June 17, 2015

15, 2018

  

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