Professional Documents
Culture Documents
2010
GO!
LUPIN LIMITED
Corporate Office
Laxmi Towers, 'B' Wing, Bandra Kurla Complex
Bandra (East), Mumbai 400 051
Tel: + 91 22 6640 2222
Fax: + 91 22 6640 2130
Registered Office
159, C.S.T. Road, Kalina
Santacruz (East), Mumbai 400 098
Tel: + 91 22 6640 2323
Fax: + 91 22 2652 8806
Email
investorservices@lupinpharma.com
hocommunications@lupinpharma.com
Website
www.lupinworld.com
1993 Lupin goes public and is listed on major Indian stock exchanges
2009
th
Lupin becomes 8 largest generic company in the US (by Rx's)
Enters Primary Care space in the US with the acquisition of Antara®
Makes it to the Top 5 in the Indian pharmaceutical market
GO!
chairman's message
02
GO!
the science and art of Lupin
My Dear Shareowners
Every business strives to create value and achieve success. This however has many interpretations. Some
view it purely financially, others in terms of market share or ability to survive a hostile economic
environment. Over 40 years of operations have taught us many lessons but what remains sacrosanct at
Lupin is the balance between vision and execution, between dreams and hard work, between financial and
human capital. This defines the culture of our company, which we refer to as the science and art of Lupin.
This year's annual report showcases our performance as a billion dollar company. But for me this heralds the
beginning of a new journey, not just a milestone to reflect upon.
As expected, our robust vertically integrated business model is unlocking increasingly higher revenues and
margins and strong sustainable growth. We are outperforming our peers in every global market and therapy
segment we are present in. We have established new beachheads in Europe, Africa and other important
regions like Japan and Australia and we continue to explore and enter new territories to extend our global
footprint. The triad of the US, Europe and Japan shall continue driving our major growth. In addition, our plan is
to develop Lupin's onshore presence in all major pharmerging markets which by 2018 are expected to become
equal to the US and Japan put together.
Our prime focus has always been to consistently exceed customer expectations in terms of quality, value and
service, which is the mantra of our business strategy. Underpinned by years of commitment to each of our
markets and now our investment into proprietary Research & Development, the stage is set for our next phase
of growth as a major global player.
I believe that Lupin is at the 'tipping point' between its heritage and its destiny. We have earned our rights of
passage into the major international arena and our determination and commitment to continue to
outperform has never been stronger.
It is the behaviour of our leadership team and our people, their passion and shared wisdom that defines Lupin.
Together, we have created a business democracy, where entrepreneurship can flourish within a corporate
environment. Where dreams are embraced, unraveled and turned into realities through diligence, discipline
and a strong work ethic.
Against the backdrop of a more realistic and confident world economy, I am sure that we have the assets and
momentum for an exceptional future. When I review our journey so far and look at the road ahead, our
achievements and milestones seem just the preparation for the next chapter in our story. We can say that Lupin
is now truly ready to GO!
17,503
doing 100%
Konosuke Matsushita
FY 06 FY 07 FY 08 FY 09 FY 10
Advanced Markets
Formulations
49 FY 06 FY 07 FY 08 FY 09 FY 10
7
FY 06 FY 07 FY 08 FY 09 FY 10 FY 06 FY 07 FY 08 FY 09 FY 10
06
GO!
financial highlights
Exports
(INR million) 5,562
API 22 23 35 47 50
Formulations 5,047
5,260
5,555 4,938
78 77 65 53 50
FY 06 FY 07 FY 08 FY 09 FY 10 FY 06 FY 07 FY 08 FY 09 FY 10
27 25 20 18 17
48 39 30 19 16
22 23 35 47 50
52 61 70 81 84
51 52 45 35 33
FY 06 FY 07 FY 08 FY 09 FY 10 FY 06 FY 07 FY 08 FY 09 FY 10
135
60.84 125
50.01
100
37.79
65
21.12 50
FY 06 FY 07 FY 08 FY 09 FY 10 FY 06 FY 07 FY 08 FY 09 FY 10
FORWARD-LOOKING STATEMENT
In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects
and take informed investment decisions. This report and other statements - written and oral that we periodically make,
contain forward-looking statements that set out anticipated results based on the management's plans and assumptions.
We have tried, wherever possible, to identify such statements by using words such as 'anticipate', 'estimate', 'expects',
'projects', 'intends', 'plans', 'believes' and words of similar substance in connection with any discussion of future
performance.
We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in
assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known
or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary
materially from those anticipated, estimated or projected. Readers should bear this in mind.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information,
future events or otherwise.
10
unleashing the power within
Dear Shareholders
As expected, this has been a strong year for the and careful planning. We have a strong, truly world-
Company - one which ushers in a new era in Lupin's class leadership team in place and an
story. For the past 5 years we have been carefully entrepreneurial, democratic and transparent
putting in place the strategic foundations for a robust culture that empowers all our people worldwide to
and, what I believe will be, remarkable future journey. excel and defines 'how we do things at Lupin'.
Over the years, we have targeted and invested in the
higher value segments of the pharmaceutical value MARKET EXPANSION
chain, which now would result in increased Our international business continues to grow and
momentum, consistent growth and better financial increased by 29% in FY 2010 to INR 31,966 million
performance. We have transformed our Company from INR 24,701 million in FY 2009. It is also
into one of the highest growth major players in all the heartening to know that Formulations today
markets and product segments we operate in, across contribute 84% of our overall revenues with the rest
the globe. coming from API's.
1,568 918
FY 05 FY 06 FY 07 FY 08 FY 09 FY 10 FY 05 FY 06 FY 07 FY 08 FY 09 FY 10 FY 05 FY 06 FY 07 FY 08 FY 09 FY 10
12
GO!
Yours Sincerely
Dr Kamal K Sharma
Managing Director
Lupin Limited
Ms Vinita Gupta
Group President & CEO
Lupin Pharmaceuticals Inc., USA
14
the growth leader
MD& A
13,567 million during the previous fiscal, a growth of out of which 13 are market
37%. The Company's Formulations sales in the US leaders. Lupin also holds
market grew to INR 16,497 million during FY 2010, up
Top 3 positions for 25 of
US Formulations Revenue What has been unique about Lupin, is its ability to
(INR million)
increase and build on existing market shares for
16,497
most of the 26 marketed products in the US on the
11,894
back of flawless execution and excellent
7,205 relationships with trade partners, all serviced by an
3,553 agile and responsive supply chain. The Company
2,240
continues to record the highest per product
revenues amongst its Indian peers.
FY 06 FY 07 FY 08 FY 09 FY 10
Delivering value by Leveraging Intellectual Indian peers but also emerged as one of the Top 10
Property ANDA filers globally. The cumulative number of ANDA
FY 2010 was marked with several examples where the filings now stands at 127, with 40 approvals to date.
Company was able to leverage its intellectual property Lupin has 55 Para IV Filings with the US FDA, out of which
capabilities into driving organisation growth. During 24 were filed during FY 2010. The cumulative first-to-file
the year, the Company settled all ongoing litigation and exclusive opportunities now stand at 12.
with Novartis on Lotrel (Benazepril/Amlodipine)
capsules and then launched the product in the US On the Drug Delivery front, in FY 2010 Lupin and Salix
Market. The Company also settled all litigation relating entered into an agreement under which the two
to Memantine tablets, Lupin's generic version of Forest companies will collaborate in the development and
Laboratories Inc.'s Alzheimer disease treatment commercialisation of Lupin's extended release
"Namenda®" Tablets. In addition, the Company sold its Rifaximin product for the US market. Lupin will also
first-to-file ANDA on Antara® (Fenofibrate) Tablets to supply Rifaximin API to Salix. Salix made a USD 5
Dr. Reddy's before buying the brand for the US. Lupin million up-front payment to Lupin and the alliance also
and Natco Limited have an alliance to jointly envisages typical milestone and royalty payments.
commercialise generic equivalents of Shire's
FOSRENOL® (Lanthanum Carbonate) Tablets. Natco is Quality and Regulatory Compliance
one of the first-to-files on the product. FY 2010 was a landmark year for Lupin on the Quality
and Regulatory Compliance front. We were able to
During FY 2010, the Company filed 37 Abbreviated New successfully resolve the Warning Letter issued to our
Drug Applications (ANDAs) with the United States Food Mandideep site in under 8 months. Earlier in the year,
and Drug Administration. Lupin not only clocked in one the UK MHRA and the Australian TGA had also
of the highest number of ANDA filings amongst its conducted a joint inspection of the Mandideep
127 104
85
90 74
60
62 46
51
36
FY 06 FY 07 FY 08 FY 09 FY 10 FY 06 FY 07 FY 08 FY 09 FY 10
16
facility and had found it acceptable. Clearing the Antara® (Fenofibrate Capsules 43 mg and 130 mg)
Warning Letter in such a short timeframe is even from Oscient Pharmaceuticals under the procedures of
more commendable in the current heightened the US Bankruptcy Court. Antara® recorded net sales of
MD& A
regulatory environment and is strong testimony of USD 70 million for 2008 (IMS Dec '08). Antara® has strong
how the Company has kept pace and stayed ahead of brand equity with primary care physicians and is
the regulatory curve. prescribed for treatment of hypercholesterolemia (high
18
GO!
MD& A
a growth of over 100% during FY 2010. French market with its Cefpodoxime Proxetil
tablets, accounting for over 72% market share. The
Company also launched Cefpodoxime Proxetil
UK
20
revving our engines
In FY 2010, Lupin's India Region Formulations formidable player in important chronic therapies
business continued its outstanding growth and like Cardiology, Central Nervous System (CNS),
further enhanced its market shares across multiple Diabetology, Anti-Asthma, Anti-Infective, Gastro
MD& A
therapy segments. During FY 2010, Lupin's domestic Intestinal and Oncology. Lupin's smart, lean
formulations business outpaced and outperformed business model coupled with sharp marketing
the Indian Pharmaceutical Market (IPM) and recorded strategies is reflected by its success in the
growing at twice the market rate. The division Super Speciality Division catering to the nephrology
launched two new brands during FY 2010. segment. Already 7 of 11 Lupin CVN brands feature
22
GO!
within the Top 3 in ORG IMS with 5 new brands launched LUPIN WITHIN THE MEDICAL COMMUNITY
during FY 2010. Novastat was relaunched and has Lupin has always focused on working with the
achieved the 7th position in its first year. medical fraternity by creating knowledge sharing
MD& A
platforms to keep them abreast of the latest
technological advances and breakthroughs.
Mindvision and Oncology
With the Indian CNS market growing at about 20%, FY 2010 marks the 5th year of the acclaimed
24
gathering momentum
Lupin's AAMLA Business division covers the markets Finished Dosages Filings (Rest of World)
MD& A
321 344
the fastest growing SBUs of the Company. 243
1,788
329 478 JAPAN
Valued at USD 75 billion, Japan is the second largest
FY 06 FY 07 FY 08 FY 09 FY 10 pharmaceutical market in the world. Almost 100%
of Japanese citizens are covered through National
subsidiaries. The Company started filing DMF's of in- Health Insurance, funded by the Japanese
house API's for Japan, sourced 18 new products for Government. To reduce the healthcare expenditure
the Philippines and negotiated better sourcing rates burden, the Government has introduced a series of
for its products in South Africa. The division also reforms that would expand Generic penetration to
introduced value added, differentiated and novel 30% of the overall Japanese pharmaceutical market
products in multiple therapy areas across various by 2012 with an estimated market size of USD 6.5
countries. These concerted efforts are already billion. The Government is also offering financial
26
market growth. Patent expiries in the forthcoming sales personnel, MultiCare has created significant
years will also set the pace for the creation of brand equity and a commendable franchise with
MD& A
additional growth opportunities. the medical fraternity in the Philippines, which is
further augmented by strong distribution alliances.
For FY 2010, Pharma Dynamics recorded revenues
of ZAR 218 million (INR 1,328 million) registering a For FY 2010, MultiCare recorded revenues of PHP
28
GO!
CIS
MD& A
drivers for value creation lifestyles, steadily rising incomes and increased
Government spending in health-care are all
indicators that back Lupin's decision to expand its
30
fueling growth
MD& A
44% 34%
India. While India has fewer API players than China, it Others
Anti TB Family
is more prolific than its counterpart in the API industry
Cardio Vascular
largely because of India's Quality and credentials as
Today, the Company has established global through efficient productivity and prudent
leadership position for its APIs and holds a firm procurement planning.
grip in the Cephalosporins, Cardiovascular and
Anti-TB space. The compounding growth in captive consumption
from Lupin's fast expanding Formulations business
Despite the on-going price volatility on PenG, one of has added a continual thrust to the volumes
the vital inputs for the building blocks of oral produced by the API division. Lupin expects its
Cephalosporins, the Company protected its margins Formulations business to thrive on the back of
32
GO!
MD& A
in the financial year under review, the Company's
API output has grown significantly in both volume thrive on the back of
and value.
efficiencies stemming from
FY 2010 was a landmark year for Research and Lupin's Research and Development covers the
Development at Lupin. Lupin's Research program not following broad areas:
only witnessed heightened activity but also gathered
momentum across the entire R&D value chain, be it p Generics Research
Intellectual Property Management, Generics Research, − Process Research
Advanced Drug Delivery Systems Research, the newly − Pharmaceutical Research
recast Novel Drug Discovery and Development p Advanced Drug Delivery Systems (ADDS)
Program or the Company's Biotechnology Research. Research
p Intellectual Property Management
p Novel Drug Discovery and Development (NDDD)
The state-of-the-art Lupin Research Park at Pune,
p Biotechnology Research
Lupin's global R&D hub, was the epicenter of all these
rapid changes as the Group went about creating new
In FY 2010, the Company's Research Program was firing
infrastructure and launching new development
on all cylinders. The Group filed an unprecedented 37
initiatives and programs. Lupin Research Park today
ANDAs, 19 DMFs and 11 European applications. The
Company also licensed out its drug delivery technology
Scientific Pool - LRP (%)
based Rifaximin product to Salix Pharmaceuticals for
13%
the US. The Company also completed the restructuring
14%
and staffing of its Novel Drug Discovery and
M.Sc
51% Development Program. We are now truly set to take
M.Pharm's /M.tech's
Lupin Research to the next level.
Ph.D/ MBBS
GENERICS RESEARCH
Lupin's Generic Research Program develops APIs and
Pharmaceutical Products for US, Europe, Japan and
houses a pool of over 800 scientists, compared to 550 other Advanced Markets. The Program comprises
research scientists last year. During FY 2010, the Process Research, Pharmaceutical Research,
Company invested 8.7% of its net sales for R&D and Analytical support and Bio-clinical Research.
related spends, amounting to INR 4,119 million.
PROCESS RESEARCH
Lupin is well known for its research and manufacturing
Research & Development Spend
4119 capabilities for developing and producing cost-
2669
effective and reliable APIs. The Company has built
2038 strong capabilities for developing cost-effective, non-
1421 infringing, safe and eco-conscious technologies for
the synthesis of APIs. The Company's Process Research
capabilities have helped build a robust vertically
integrated model for complex and difficult-to-
FY 07 FY 08 FY 09 FY 10 develop ingredients.
34
firing on all cylinders
MD& A
a truly world-class R&D
program to propel the
PHARMACEUTICAL RESEARCH
The last three years have been landmark years for
Lupin in the generic pharmaceutical research space.
In FY 2010, Lupin's Pharmaceutical Research Group
filed 37 Abbreviated New Drug Applications (ANDAs)
with the United States Food and Drug
Administration. Lupin not only registered one of the
highest number of ANDA filings amongst its Indian
peers but also emerged as one of the Top 10 ANDA
filers globally. The cumulative number of ANDA
filings now stands at 127, with 40 approvals,
including 6 tentative approvals granted by the US
FDA to date. The total cumulative filings within the
EU stands at 65, with 31 total approvals.
90
62
51
36
FY 06 FY 07 FY 08 FY 09 FY 10
36
FY 2010 saw the addition of development in new p Matrix/Coated Extended Release
therapeutic areas such as Ophthalmics, not to
p Taste Masking Technologies
mention the Company expanding the number of
MD& A
filings for Oral Contraceptives to 23 ANDAs to date. p Improved Bioavailability through Solubilisation
Furthermore, the cumulative first-to-file and and Nano-particle technology
exclusive opportunities now stand at 12. As part of its current strategy, the Company aims to
product pipeline, with a strong accent on controlled successfully settling all ongoing litigation with Novartis
release, exclusive and unique first-to-file filings. on Lotrel® (Benazepril/Amlodipine) capsules and then
launching the product in the American Market. The
During FY 2010, the Company filed a record 37 New Company successfully litigated and settled all
Drug Applications (ANDAs), with as many as 4 first-to- ongoing litigation relating to Memantine tablets,
file opportunities with the US. The Company had 4 first- Lupin's generic version of Forest Laboratories Inc.'s
to-files for the generic versions of Glumetza®, Lo Alzheimer disease treatment “Namenda®” Tablets.
Seasonique®, Ciprofloxacin® and Ranexa®. Lupin has 55 Namenda® tablets had US sales of USD 949 million in
Para IV Filings with the US FDA so far, out of which 24 2009 (IMS Data).
were filed during FY 2010. Furthermore, the cumulative
first-to-file and exclusive opportunities now stand at 12. Lupin and Natco Limited, established an alliance to
jointly commercialise generic equivalents of Shire plc's
FOSRENOL® (Lanthanum Carbonate) tablets. Natco is
one of the first-to-files on the product. FOSRENOL®
tablets achieved sales of USD 131 million (IMS Data).
38
NOVEL DRUG DISCOVERY AND
DEVELOPMENT our goal is to be world-
The essence and the soul of Lupin's vision in the class in any of the
MD& A
Novel Drug Discovery and Development (NDDD)
space is to discover, develop, out-license and
therapy and target areas
commercialise novel drugs that address disease that we work in
40
GO!
quality & regulatory compliance
At Lupin, we have always identified Quality and 2010 also saw the introduction of Lupin's Global
Regulatory Compliance as a true enabler and the Pharmacovigilance Cell. Pharmacovigilance
critical differentiator between a market leader and involves the monitoring of the safety profile of
MD& A
the rest - the mainstay of long-term competitiveness. medicinal products from clinical trials to the pre-
Over the years, we have built and nurtured an marketing period, when the drug is introduced to
environment around deep respect for quality and the general population and thereafter - it continues
employee development
and engagement is at the
core of our consistent
business growth
Divakar Kaza
President - Human Resources Development
42
GO!
nurturing innovation
MD& A
We are proud of their passion and commitment to the
multiculturalism is needed to manage diversity
company and the alignment of their aspirations and
effectively. Lupin realises that managing diversity
dreams to our shared vision. Our growth and successes
means acknowledging people's differences and
are met equally by even greater steps to ensure that we
robust financial
performance and a strong
Balance Sheet give us the
confidence to go for even
bigger opportunities as we
move ahead
Ramesh Swaminathan
President - Finance & Planning
44
stable and on-course
The Company recorded a growth of 25% in and Lupin is today the 8 th Largest and fastest
consolidated revenues to INR 47,678 million in growing Top 10 generic pharmaceutical players
FY 2010 from INR 38,238 million in FY 2009. The
MD& A
in the US market, not to mention the largest
Company also generated INR 6,816 million in net Indian generic player.
profits, an increase of 36% over the previous year's
profit of INR 5,015 million. All the subsidiaries of the Company be they in Japan,
46
GO!
The reputed firm of Chartered Accountants M/s Lupin's acquisition philosophy is predicated on
Khimji Kunverji and Co., are engaged as the internal the need to enter into certain markets which are
auditors who submit their reports to the Audit of strategic interest. The acquisitions have been
MD& A
Committee of the Board, which reviews the same and carried through in such a way that there were no
provides guidance on measures to be initiated to disruptions to extant managements. All our
further enhance the efficiency and effectiveness of acquisitions were well evaluated and deliberated
be the change
you want to see
in the world
Mahatma Gandhi
We truly believe that it is our obligation to do all we uplifting people and families below the poverty line
can to enrich the communities that we live in. Over as well as women empowerment. Today, as many as
the years, The Lupin Human Welfare & Research 56,000 families are covered under the aegis of the
Foundation (LHWRF) has been successful in creating Foundation through agriculture, animal husbandry
and undertaking well-planned sustainable and and the rural industry activities of LHWRF.
integrated rural development programs - social and
economic initiatives that continue to touch and
ECONOMIC DEVELOPMENT
transform the lives of over two millions rural folk in LHWRF's principal focus is on creating employment
over 2,200 villages spread across 4 states in India - and employability by imparting skills and creating
Rajasthan, Madhya Pradesh, Maharashtra and
programs that would create job opportunities -
Uttarakhand. The Foundation through its work has
specifically for the youth and women. During FY
emerged as a social and economic catalyst
2010, the Foundation worked on strengthening
empowering rural communities.
areas like agriculture and animal husbandry by
The Foundation continues to work on enriching the working on programs that would yield higher output
lives of the poorest of the poor. Our focus is on and offer value addition to help improve the overall
48
GO!
empowering communities
economic realisation of the rural communities. The slum and rural areas. The Foundation is planning
Foundation also emphasised on promoting 100% coverage to ensure that all children are fully
secondary occupations such as the local cottage immunized and vaccinated in these areas.
MD& A
industry, handicrafts and services sector by creating
fairs and promoting them. It also worked on The foundation has always believed that creating
introducing better technologies and best practices the right infrastructure is the key to progress and
50
GO!
billion is the new zero
Your Company has achieved several benchmarks this year. Not just in terms of revenues but in
improved product development, market entries and in our research initiatives. Importantly there
is a groundswell of continued and passionate commitment from our people across the business
units and around the world.
As current mentors of the organisation, we must also ensure that our pace and successes are met
equally by ever greater steps to ensure that we not only comply but lead in areas of human
relations, safety, technology, innovation and corporate responsibility or, as we say at Lupin, our
obligations to the communities who touch our lives directly or indirectly.
We have carefully planned, innovated and engineered a future that will take Lupin across new
thresholds to higher milestones. At the same time we are recalibrating our already high standards
of performance, corporate governance and responsibility. So, Lupin is resetting the achievements
of the past as the “new Zero”. We're proud to have been born in India, but we live in the knowledge
that we now operate on a global stage as a transnational company and must be ready to take our
place as a responsible global pharmaceutical major.
Thank you for being a part of the Lupin story. We welcome your correspondence on any issue as
we develop and prepare for the future of Lupin. It's going to be a great journey.
SOURCES OF FUNDS
Shareholders' funds
Equity Share Capital 401.4 803.4 820.8 828.2 889.4
Reserves and Surplus 5,831.4 7,929.7 11,976.0 13,420.0 24,788.9
6,232.8 8,733.1 12,796.8 14,248.2 25,678.3
Minority Interest 15.8 94.5 142.5 254.9
[31.03.2007 Rs.27/-]
Loan Funds
Secured Loans 4,409.5 3,911.2 7,080.6 7,569.2 8,722.4
Unsecured Loans 4,839.5 4,736.4 4,948.2 4,663.5 2,676.1
9,249.0 8,647.6 12,028.8 12,232.7 11,398.5
Deferred Tax Liabilities (net) 956.1 1,027.2 1,248.0 1,387.2 1,630.4
TOTAL 16,453.7 18,407.9 26,168.1 28,010.6 38,962.1
APPLICATION OF FUNDS
Fixed Assets
Gross Block 8,561.3 9,527.9 14,858.8 18,200.3 22,937.1
Less : Depreciation and Amortisation 2,095.6 2,382.1 4,697.5 6,188.3 7,072.2
Net Block 6,465.7 7,145.8 10,161.3 12,012.0 15,864.9
Capital Work-in-Progress 252.1 825.5 963.8 2,239.7 3,578.7
6,717.8 7,971.3 11,125.1 14,251.7 19,443.6
Goodwill on Consolidation - - 1,872.3 3,173.7 3,196.8
Investments 28.0 28.0 58.2 215.6 264.3
Deferred Tax Assets (net) 17.1 1.3 141.2 222.8 195.4
Current Assets, Loans & Advances
Inventories 3,429.1 4,298.1 7,893.4 9,571.6 9,714.9
Sundry Debtors 3,111.6 4,038.5 7,439.0 9,179.7 11,265.7
Cash and Bank Balances 4,774.2 3,844.5 2,741.8 777.7 2,015.3
Loans and Advances 1,999.6 2,448.2 2,367.0 2,779.7 4,758.6
13,314.5 14,629.3 20,441.2 22,308.7 27,754.5
Less: Current Liabilities & Provisions
Current Liabilities 3,146.9 3,515.2 6,018.8 10,334.8 9,649.4
Provisions 476.8 706.8 1,451.1 1,827.1 2,243.1
3,623.7 4,222.0 7,469.9 12,161.9 11,892.5
Net Current Assets 9,690.8 10,407.3 12,971.3 10,146.8 15,862.0
TOTAL 16,453.7 18,407.9 26,168.1 28,010.6 38,962.1
52
CONSOLIDATED PROFIT AND LOSS ACCOUNT (INR million)
INCOME
EXPENDITURE
Note : Figures for the previous years have been suitably regrouped to make them comparable.
54
Directors' Report
To the Members
Your Directors have pleasure in presenting their report on the business and operations of your Company for
the year ended March 31, 2010.
Financial results
(Rs. in million)
Standalone Consolidated
2009-10 2008-09 2009-10 2008-09
Sales (Gross) 36660.6 29419.4 47678.4 38237.8
Profit before interest, depreciation and tax 8186.1 5792.5 9981.0 7438.9
Less: Interest and finance charges 283.8 415.2 384.9 498.6
Less: Depreciation and amortisation 815.7 663.5 1239.2 879.9
Profit before tax 7086.6 4713.8 8356.9 6060.4
Less: Provision for taxation (including wealth tax, deferred
tax and fringe benefit tax) 597.3 544.1 1360.2 983.0
Net Profit before Minority Interest and Share of loss in Associates - - 6996.7 5077.4
Less: Minority Interest and Share of loss in Associates - - 180.4 62.0
Net Profit 6489.3 4169.7 6816.3 5015.4
Add: Surplus brought forward from previous year 6368.5 4910.1 6688.6 4407.8
Amount available for Appropriation 12857.8 9079.8 13504.9 9423.2
Appropriations:
Transfer to General Reserve 1500.0 1500.0 1500.0 1500.0
Dividend on Ordinary Shares by an Overseas Subsidiary - - 36.6 21.2
Proposed dividend on Equity Shares 1200.7 1035.3 1224.7 1035.3
Dividend on Equity Shares for previous year 10.8 0.1 10.8 0.1
Corporate tax on dividend 201.2 175.9 211.0 178.0
Balance carried to Balance Sheet 9945.1 6368.5 10521.8 6688.6
12857.8 9079.8 13504.9 9423.2
Performance Review
Your Company scaled newer heights and benchmarks in terms of sales and profits for the year ended March 31,
2010. Consolidated sales at Rs.47678.4 mn., grew by 25% over Rs.38237.8 mn. of the previous year.
International markets accounted for 67% of the revenues. Net Profit at Rs.6816.3 mn. as against Rs.5015.4 mn.,
registered a growth of 36%. Earning per share was higher at Rs.79.18 as compared with Rs.60.84 for the
previous year.
Dividend
Your Directors are pleased to recommend dividend of Rs.13.50 per equity share of Rs.10/- each, absorbing an
amount of Rs.1400.1 mn., inclusive of tax on dividend.
Share Capital
During the year, the paid-up equity share capital of your Company rose by Rs. 61.2 mn. consequent to: -
a) allotment of 5816742 equity shares of Rs.10/- each upon conversion of Foreign Currency Convertible
Bonds aggregating US $ 71.3 mn. and
b) allotment of 307541 equity shares of Rs.10/- each to eligible employees under the 'Lupin Employees Stock
Option Plan 2003', 'Lupin Employees Stock Option Plan 2005' and 'Lupin Subsidiary Employees Stock
Option Plan 2005'.
56
ii) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company at the end of the financial year ended March 31, 2010 and of the profit of your
Company for that year;
iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing
and detecting fraud and other irregularities; and
iv) the Directors had prepared the annual accounts on a 'going concern' basis.
Directors
Mr. K. V. Kamath, Dr. Vijay Kelkar and Mr. Richard Zahn, who were appointed as Additional Directors
w.e.f. January 29, 2010, hold office up to the date of the forthcoming Annual General Meeting. Notices have
been received from certain shareholders proposing their names for appointment as directors.
Due to professional commitments, Mr. Marc Desaedeleer and Mr. Sunil Nair resigned from the directorship of
the Company w.e.f. January 29, 2010 and May 5, 2010 respectively. The Board records its sincere appreciation
for the valuable contributions made by Mr. Marc Desaedeleer and Mr. Sunil Nair during their tenure as directors
of the Company.
Dr. Kamal K. Sharma and Mr. D. K. Contractor retire by rotation at the forthcoming Annual General Meeting and
are eligible for re-appointment.
Conservation of Energy,Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars as prescribed by Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure
of particulars in the report of Board of Directors) Rules, 1988 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in Annexure 'A'.
Fixed Deposits
Your Company has not accepted any fixed deposit during the year under review. No deposit was outstanding
as on March 31, 2010. As on March 31, 2010, 106 deposits aggregating Rs.1.18 mn. were lying unclaimed with
the Company, of which four deposits aggregating Rs.20,000/- have since been claimed. Reminders are
continuously sent to the depositors concerned to claim repayment of their matured deposits.
Auditors
The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the
conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit
Committee and the Board recommend the re-appointment of M/s. Deloitte Haskins & Sells, Chartered
Accountants, as Statutory Auditors of your Company.
M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai, are the Internal Auditors of the Company.
Cost Auditors
Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the
Central Government, Mr. S. D. Shenoy and Mr. D. H. Zaveri, practising Cost Accountants, were appointed to
conduct audit of cost records of Bulk Drugs and Finished Dosages respectively. Cost Audit Reports would be
submitted to the Central Government within the prescribed time.
Employees Stock Option Plans
Pursuant to the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999, the details of stock options granted by the Company as
on March 31, 2010 under 'Lupin Employees Stock Option Plan 2003', 'Lupin Employees Stock Option Plan 2005'
and 'Lupin Subsidiary Companies Employees Stock Option Plan 2005' are set out in Annexure 'B' forming part
of this Report.
58
Annexure 'A' to the Directors' Report
Pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.
A. CONSERVATION OF ENERGY
NOTE:
There are no specific standards, as the consumption per unit depends upon the product mix. Variations in
consumption are due to different product mix.
60
B. TECHNOLOGY ABSORPTION:
e) Efforts made in technology absorption as per Form B are given below:
FORM 'B'
(See Rule 2)
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTI0N
62
Annexure 'B' to the Directors' Report
DETAILS OF STOCK OPTIONS AS ON MARCH 31, 2010
In terms of Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 (“the SEBI Guidelines”) the particulars of options on March
31, 2010 are as under :
No. Description Details
a) Options granted during the year l 151000 options under ESOP 2003
l 38000 options under ESOP 2005
l 75350 options under SESOP 2005
Each option is convertible into one equity share of nominal
value of Rs.10/- each.
b) The pricing formula l Exercise price for 254350 options is the market price of
the shares, as defined under the SEBI Guidelines.
l Exercise price for 10000 options is 50% of the market
price of the shares, as defined under the SEBI Guidelines.
c) Options vested during the year l 206551 options under ESOP 2003
l 169748 options under ESOP 2005
l 26080 options under SESOP 2005
d) Options exercised during the year l 204024 options under ESOP 2003
l 99267 options under ESOP 2005
l 4250 options under SESOP 2005
e) Total number of shares arising as result of l 204024 shares under ESOP 2003
exercise of options l 99267 shares under ESOP 2005
l 4250 shares under SESOP 2005
f) Options lapsed during the year Lapsed on account of resignation of employees:
l 23850 options under ESOP 2005
l 14850 options under SESOP 2005
g) Variation of terms of options There has been no variation in terms of the options granted
during the year, from those approved by the shareholders.
h) Money realised by exercise of options l Rs.59,522,162 under ESOP 2003
l Rs.46,109,696 under ESOP 2005
l Rs.1,844,394 under SESOP 2005
i) Total no. of options in force l 308421 options under ESOP 2003
l 436902 options under ESOP 2005
l 151850 options under SESOP 2005
j) Employee-wise details of options granted to
i. Senior Managerial Personnel 1. Dr. Kamal K. Sharma 10000 options under ESOP 2005
2. Dr. Dhananjay Bakhle 12000 options under ESOP 2003
ii. Employees to whom options granted 1. Dr. Dhananjay Bakhle 12000 options Under
amounting to 5% or more, of the total 2. Mr. Meneleo Hernandez 8000 options ESOP 2003
options granted during the year. 3. Dr. Kamal K. Sharma 10000 options
4. Mr. Lalit Singal 6500 options
5. Mr. Arun Khedkar 6500 options Under
6. Mr. Amit Kumar Jain 5000 options ESOP 2005
7. Mr. Amit Trivedi 5000 options
8. Mr. Krishna Mohan B 5000 options
9. Mr. William Gileza 7750 options
10. Mr. Tony Amato 10000 options
11. Mr. Larry Weaver 4400 options
12. Ms. Melody Sies 4000 options
13. Dr. Karl Roberts 9900 options Under
14. Ms. Ursula Lockl 7900 options SESOP 2005
15. Mr. Watanbe Kenji 10000 options
16. Mr. Ryo Akai 6500 options
17. Mr. Yoshiro Mukai 6500 options
18. Mr. Hiroshi Kobayashi 4000 options
iii. Employees to whom options equal to or Nil
exceeding 1% of the issued capital have
been granted during the year.
64
Corporate Governance Report
66
Brief profiles, other directorships and committee memberships etc. of directors seeking re-appointment
/ appointment at the 28th Annual General Meeting: -
Dr. Kamal K. Sharma
Dr. Kamal K. Sharma is a chemical engineer from the Indian Institute of Technology (lIT), Kanpur with a
post-graduate diploma in industrial management from Jamnalal Bajaj Institute of Management Studies,
Mumbai and a Ph.D. in Economics from lIT, Mumbai. He has also completed an advanced management
programme from Harvard Business School, Boston. Dr. Sharma has vast industry experience spanning
more than three decades and has held a range of senior management positions in the fields of projects,
operations, corporate development and general management in pharma and chemical industries.
List of other directorships Chairman/member of the committees of the board
of the companies on which he is a director
Faisa Financial Pvt. Ltd., Director -
Templetree Properties Pvt. Ltd., Director
Lupin Pharmacare Ltd., Director
Kyowa Pharmaceutical Industry Co., Ltd., Japan, Director
Generic Health Pty. Ltd., Australia, Director
Pharma Dynamics (Proprietary) Ltd., South Africa, Director
Amel Touhoku, Japan, Director
Mr. D. K. Contractor
Mr. D. K. Contractor is a commerce graduate from Mumbai University and a certified Associate and Fellow
of the Indian Institute of Bankers. He held several senior positions in the Central Bank of India and retired as
its Executive Director. Mr. Contractor has vast experience of over 40 years in the areas of banking, finance
and administration.
Dr.Vijay Kelkar
Dr. Vijay Kelkar holds an M.S. from the University of Minnesota and Ph.D. from the University of
California. He held senior positions in the Government of India and was Chairman/Member of several
high-powered Committees, Councils, Task Forces, Working Groups, set up by different ministries and
Departments of the Government of India. He was Finance Secretary, Government of India, during
1998 -1999, Executive Director for India, Sri Lanka, Bangladesh and Bhutan on the IMF, Washington,
D.C., from 1999 to 2002 and Advisor to the Minister of Finance, Government of India, in the rank of a
Minister of State from 2002 to 2004.
Dr. Kelkar delivered lectures at the Universities of California, Pennsylvania, Vanderbilt, Harvard and
Cornell in the US and was visiting Professor at the South Asia Institute, Heidelberg University, West
Germany and the Center for Economic Development and Administration, Government of Nepal. He was
a senior faculty member of the Administrative Staff College of India, Hyderabad, and Instructor -
Microeconomics, University of California, and U.S.A. Dr. Kelkar has authored several books, publications
and journals on micro and macroeconomics, functioning of Indian public sector undertakings, trade
policies and reforms in India.
Dr. Kelkar was an Independent Director on the Board of the Company during the period October 19, 2005
to December 31, 2007. On his appointment as Chairman of the 13th Finance Commission, Dr. Kelkar
relinquished his directorship w.e.f. December 31, 2007.
68
3 Audit Committee:
The Audit Committee comprises Dr. K. U. Mada (Chairman) and Mr. D. K. Contractor, independent
directors, and Dr. Kamal K. Sharma, Managing Director. Dr. K. U. Mada is an eminent economist and
development banker. Mr. D. K. Contractor retired as Executive Director, Central Bank of India. All the
members of the Audit Committee are financially literate. Mr. R. V. Satam, Company Secretary &
Compliance Officer, acts as the Secretary of the Committee. The head of finance, representatives of
accounts, statutory auditors, internal auditors and cost auditors attend meetings of the Audit Committee.
The Audit Committee addresses matters pertaining to adequacy of internal controls, reliability of financial
statements, adequacy of provisions for liabilities and appropriateness of audit tests and checks. Emphasis
is on proper disclosures and compliance with all relevant statues.
The Chairman of the Committee attended the last Annual General Meeting of the Company held on
July 29, 2009.
The Committee performs the functions spelt out in Clause 49 of the Listing Agreement and Section 292A
of the Companies Act, 1956. The matters deliberated upon by the Committee include: -
a) Overseeing and reviewing the financial reporting process and dissemination of financial information.
b) Recommending to the Board, the appointment/re-appointment of statutory auditors and fixation of
audit fees as also approving payments for any other services.
c) Reviewing with the management the quarterly and annual financial statements before submission to
the Board for approval with particular reference to: -
i) matters required to be included in the Directors' Responsibility Statement in terms of Clause
(2AA) of Section 217 of the Companies Act, 1956;
ii) changes, if any, in accounting policies and practices and reasons for the same;
iii) major accounting entries involving estimates based on the exercise of judgment by management;
iv) significant adjustments made in the financial statements arising out of audit findings;
v) compliance with listing and other legal requirements relating to financial statements;
vi) disclosure of related party transactions; and
vii) qualifications in the draft audit report, if any.
d) Reviewing the financial statements of subsidiary companies as also the consolidated financial
statements including investments made by the subsidiary companies.
e) Reviewing with the management, the performance of statutory and internal auditors and adequacy
of the internal control systems.
f) Reviewing the adequacy of the internal audit function, including the structure of the internal audit
department, its staffing, reporting structure and frequency of audits.
g) Discussing with internal auditors, significant findings and follow-up thereon and reviewing findings
of internal auditors and reporting them to the Board.
h) Discussion with statutory auditors before the audit commences about the nature and scope of audit
as also post-audit discussion to ascertain areas of concern.
i) Look into the reasons for any defaults in the payment to depositors, debenture holders, members (in
case of non-payment of declared dividends) and creditors.
j) Review the functioning of the Whistle Blower mechanism.
k) Review and discuss with the management the status and implications of major legal cases and matters.
l) Carrying out such functions as may be mentioned in the terms of reference of the Audit Committee.
In addition, the Committee reviews the management discussion and analysis report and management letters.
5 Remuneration/Compensation Committee:
The Remuneration/Compensation Committee comprises Dr. K. U. Mada (Chairman) and Mr. R. A. Shah,
independent directors. The Committee inter alia performs functions spelt out in Clause 49 of the Listing
Agreement and Schedule XIII of the Companies Act, 1956. The Committee reviews and recommends to
the Board, the remuneration payable to executive directors. The Company follows a market-linked
remuneration policy. The Committee determines and recommends remuneration after evaluating
criteria viz. position, experience, expertise, leadership qualities, responsibilities shouldered by the
individual as also the volume of Company's business and profits earned by it. To attract, reward and
retain talented and qualified personnel as also to create a sense of belonging among them, the
Company had formulated employees stock option plans. The Committee approves grant of stock
options to employees of the Company and its subsidiaries and performs such functions as may be
required under various stock option plans.
Details of the Remuneration/Compensation Committee Meetings
During the year, four meetings of the Remuneration/Compensation Committee were held on September
22, 2009, October 26, 2009, December 17, 2009 and January 29, 2010 and the attendance was as under: -
Sl. No. Name of the director No. of Meetings
Held Attended
a) Dr. K. U. Mada, Chairman 4 4
b) Mr. R. A. Shah 4 4
The Committee passed by circulation two resolutions dated May 29, 2009 and November 4, 2009.
70
6 General Body Meetings:
Details of the last three Annual General Meetings: -
Year Day, Date and Time Location No. of Special Resolutions passed
2006 - 07 Thursday, July 19, 2007 Birla Matushri Sabhagar -
at 2.30 p.m. (Bombay Hospital Trust),
19, Marine Lines,
Mumbai - 400 020
2007 - 08 Tuesday, July 22, 2008 Rang Sharda Natyamandir, -
at 2.30 p.m. Bandra Reclamation,
Bandra (West),
Mumbai - 400 050
2008 - 09 Wednesday, July 29 2009 Rang Sharda Natyamandir, One
at 2.30 p.m. Bandra Reclamation,
Bandra (West),
Mumbai - 400 050
No business was required to be transacted through postal ballot at the above meetings. Similarly, no
business is required to be transacted through postal ballot at the forthcoming Annual General Meeting.
7 Disclosure on materially significant related party transactions:
During the year under review, there have been no materially significant related party transactions,
monetary dealings or relationships between the Company and its promoters, directors, management
or their relatives, subsidiaries etc. which may have potential conflict with the interests of the Company
at large. Statements of transactions in summary form with related parties in the ordinary course
of business were placed at meetings of the Audit Committee. The Audit Committee reviewed statements
of related party transactions submitted by the management. The Register of Contracts contains
details of transactions in which Directors are interested and the same is placed before meetings of the
Board. During the year under review, Crawford Bayley & Co., Solicitors & Advocates of which Mr. R. A. Shah,
non-executive director, is a senior partner was paid Rs.0.45 million towards professional fees. Apart
from payment of sitting fees, commission and professional fees (if any), there is no pecuniary transaction
with the non-executive directors. In compliance with Accounting Standard AS 18, details of related
party transactions are disclosed in the notes to accounts. The Company has complied with the
requirements of Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital
markets during the last three years and they have not imposed any penalties on, or passed any strictures
against the Company.
8 Means of communication:
Quarterly and annual financial results of the Company are communicated to the stock exchanges
immediately after the Board approves them and thereafter, they are published in prominent English (The
Economic Times, all editions) and Marathi (Maharashtra Times, Mumbai edition) newspapers. The results
are also posted on the Company's website viz. www.lupinworld.com and on the Electronic Data
Information Filing and Retrieval (EDIFAR) website maintained by the National Informatics Centre, as
required by SEBI. The website also displays official news releases and presentations made to institutional
investors and analysts. Disclosures pursuant to various clauses of the Listing Agreement are promptly
communicated to the stock exchanges.
9 General Members' information:
X INVESTORS' SERVICES DEPARTMENT - AT THE SERVICE OF THE ESTEEMED INVESTORS
Expeditious redressal of investor queries and highest standards of regulatory compliances are the
thrust areas of the Investors' Services Department (ISD). Accent and focus of ISD is towards innovative
and proactive services. The Department is committed through its proficient and experienced team to
render services commensurate to the expectations and needs of the esteemed shareholders. It has,
over the years, fine-tuned its service delivery mechanism to attain its objectives.
X FINANCIAL CALENDAR
First quarter results : July 2010
Second quarter results : October 2010
Third quarter results : January 2011
Annual results : April/May 2011
Annual General Meeting : July/August 2011
X BOOK CLOSURE
The Register of Members and the Share Transfer Register will remain closed from Wednesday, July 21,
2010 to Wednesday, July 28, 2010, both days inclusive.
Dividend for the year ended March 31, 2010, if declared, at the Annual General Meeting, shall be paid to:
a) beneficial owners at the end of business day on Tuesday, July 20, 2010 as per lists furnished by NSDL
and CDSL in respect of shares held in electronic form; and
b) persons whose names appear on the Register of Members as at the end of the business day on
Tuesday, July 20, 2010 in respect of shares held in physical form.
72
X DIVIDEND PAYMENT DATE
Dividend, if declared, shall be paid within three days from the date of the Annual General Meeting.
Dividend shall be remitted through National Electronic Clearing Service (NECS), wherever bank details
including MICR no. are available with the Company, and in other cases, through warrants payable at par.
X SHARES LISTED AT
The equity shares of the Company are listed on:
Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai Samachar Marg,
Mumbai - 400 001.
National Stock Exchange of India Limited (NSE)
Exchange Plaza,
Bandra Kurla Complex, Bandra (East),
Mumbai - 400 051.
Annual Listing fees for the year 2010-11 have been paid to stock exchanges. The Company has also
paid the Annual Custodial fees to both the depositories.
X STOCK CODES
The stock codes of the Company are:
BSE 500257
NSE LUPIN
BSE NSE
(Rs.) (Rs.) (Rs.) (Rs.)
MONTH HIGH DATE LOW DATE HIGH DATE LOW DATE
APR-2009 748.00 28.04.09 630.00 08.04.09 748.00 28.04.09 621.05 08.04.09
MAY-2009 905.00 20.05.09 703.60 13.05.09 906.00 20.05.09 715.00 04.05.09
JUN-2009 901.00 25.06.09 803.00 01.06.09 905.00 25.06.09 792.15 02.06.09
JUL-2009 991.90 24.07.09 754.90 08.07.09 989.95 24.07.09 767.90 09.07.09
AUG-2009 1055.20 26.08.09 918.30 04.08.09 1059.00 26.08.09 903.05 31.08.09
SEP-2009 1190.00 25.09.09 950.00 03.09.09 1188.40 29.09.09 935.40 09.09.09
OCT-2009 1314.00 14.10.09 1125.00 05.10.09 1309.95 12.10.09 1129.00 01.10.09
NOV-2009 1400.25 27.11.09 1216.10 03.11.09 1402.20 27.11.09 1196.00 04.11.09
DEC-2009 1564.00 31.12.09 1353.00 01.12.09 1554.70 18.12.09 1371.00 02.12.09
JAN-2010 1494.00 04.01.10 1310.00 22.01.10 1494.80 04.01.10 1310.10 22.01.10
FEB-2010 1624.00 02.02.10 1419.00 01.02.10 1609.90 15.02.10 1425.00 01.02.10
MAR-2010 1673.70 23.03.10 1495.00 02.03.10 1710.00 15.03.10 1496.10 03.03.10
BSE NSE
Month Lupin share price Sensex Lupin share price S&P CNX Nifty
(Rs.) (Rs.)
APR - 2009 717.05 11403.25 718.55 3473.95
MAY - 2009 833.85 14625.25 836.15 4448.95
JUN - 2009 817.10 14493.84 816.20 4291.10
JUL - 2009 945.90 15670.31 950.40 4636.45
AUG - 2009 1015.15 15666.64 1015.15 4662.10
SEP - 2009 1136.85 17126.84 1135.00 5083.95
OCT - 2009 1226.25 15896.28 1229.95 4711.70
NOV - 2009 1374.45 16926.22 1375.30 5032.70
DEC - 2009 1490.30 17464.81 1474.10 5201.05
JAN - 2010 1420.45 16357.96 1422.65 4882.05
FEB - 2010 1497.65 16429.55 1500.70 4922.30
MAR - 2010 1624.55 17527.77 1627.35 5249.10
X EVOLUTION OF CAPITAL
Equity shares in the Company of face value of Rs.10/- each have been issued as under:
* Amalgamation of Lupin Laboratories Limited with Lupin Chemicals Limited whose name was changed to Lupin Limited.
74
X SHARE TRANSFER SYSTEM
The equity shares of the Company are being traded compulsorily in demat form and they are
transferable only through depository system. The activities related to transfer of shares in physical
form are carried out by the Investors' Services Department of the Company and placed before the
Share Transfer Committee for its approval.
The Board has constituted a Share Transfer Committee comprising Dr. Desh Bandhu Gupta, or in his
absence, Dr. Kamal K. Sharma as Chairman of the Committee. Mrs. M. D. Gupta and Mr. D. K.
Contractor are the members. The Committee met 23 times during the year and approved transfer of
13290 equity shares.
In terms of Clause 47 (c) of the Listing Agreement, every six months, a qualified Practising Company
Secretary undertakes audit of the share transfer related activities carried out by the Investors' Services
Department and issues a compliance certificate, which is submitted to the stock exchanges.
X ALLOTMENT COMMITTEE
The Board has delegated powers to the Allotment Committee of Directors to allot the shares of the
Company. Dr. Desh Bandhu Gupta, or in his absence, Dr. Kamal K. Sharma is Chairman of the
Committee. Mrs. M. D. Gupta is a member.
During the year 17 meetings of the Allotment Committee were held. The Committee approved
allotment of 307541 shares to the employees, upon exercising the options granted under Lupin
Employees Stock Option Plans and 5816742 shares upon conversion of Foreign Currency
Convertible Bonds.
Executives of the Company are authorised by the Allotment Committee to comply with post-
allotment formalities, including execution of corporate actions to credit the shares into demat
account of the allottees through depositories and listing them with the stock exchanges.
State Shareholders
Nos. %
Andhra Pradesh 1851 4.02
Bihar 649 1.41
Chhattisgarh 120 0.26
Delhi 2807 6.10
Gujarat 5289 11.49
Haryana 680 1.48
Jharkhand 208 0.45
Karnataka 2393 5.20
Kerala 553 1.20
Madhya Pradesh 1235 2.68
Maharashtra 19159 41.62
North Eastern States 322 0.71
Orissa 235 0.51
Punjab 816 1.77
Rajasthan 1629 3.54
Tamilnadu 2027 4.40
Uttarakhand 439 0.95
Uttar Pradesh 2559 5.56
West Bengal 2549 5.54
Others 510 1.11
Total: 46030 100.00
X DIVIDEND PROFILE
Financial year Book closure/Record date Dividend Date of Date of payment
declared declaration
2008 - 09 22.07.09 - 29.07.09 125 % 29.07.2009 30.07.2009
2007 - 08 15.07.08 - 22.07.08 100 % 22.07.2008 23.07.2008
2006 - 07 12.07.07 - 19.07.07 50 % * 19.07.2007 20.07.2007
2005 - 06 11.07.06 - 12.07.06 65 % 25.07.2006 26.07.2006
2004 - 05 19.07.05 - 20.07.05 65 % 28.07.2005 29.07.2005
2003 - 04 15.07.04 - 16.07.04 65 % 29.07.2004 30.07.2004
2002 - 03 17.07.03 - 18.07.03 50 % 06.08.2003 07.08.2003
2001 - 02 (Final) 20.08.02 - 21.08.02 25 % 02.09.2002 03.09.2002
2001 - 02 (Interim) 07.02.02 25 % 17.01.2002 15.02.2002
2000 - 01 13.09.01 - 14.09.01 35 % 25.09.2001 26.09.2001
* On enhanced share capital consequent to Bonus Issue in the ratio of 1:1
76
and Central Depository Services (India) Limited (CDSL). As on March 31, 2010, 99.10% of the share
capital of the Company was held in dematerialised form.
With a view to expedite dematerialisation of Company's shares, requests received from depository
participants for dematerialisation are being regularly monitored. During the year, the Company has
electronically confirmed demat requests in respect of 109414 equity shares.
The Company has obtained necessary approvals for grant of options and allotment of shares. The
allotted shares have been listed on BSE and NSE.
The following are particulars of shares allotted during the year 2009-10:
The Company has complied with necessary formalities in this regard and listed the said shares on BSE
and NSE.
78
X STATUS OF UNCLAIMED DIVIDENDS
Year of dividend Date of Status of unclaimed Entitlement
dividend dividend
1993-94 {LCL} 08.12.1994 Transferred to General Amount can be claimed from The
1993-94 {LLL} (Interim) 09.08.1994 Revenue a/c of Registrar of Companies, Maharashtra,
1993-94 {LLL}(Final) 20.12.1994 Central Government. C.G.O. Bldg, 2nd Floor, C.B.D. Belapur,
Navi Mumbai - 400 614.
1994-95 (LLL) 01.02.1996 Transferred to Investor Amount cannot be claimed as
1995-96 (LLL) 01.02.1997 Education & Protection per the relevant provisions.
1996-97 (LLL) 02.02.1998 Fund (IEPF).
1997-98 (LLL) 05.01.1999
1997-98 (LCL) 19.01.1999
1998-99 (LLL) 03.01.2000
1998-99 (LCL) 04.01.2000
1999-2000 (LLL) 22.05.2000
1999-2000 (LCL) 08.11.2000
2000-01 26.09.2001
2001-02 (Interim) 15.02.2002
2001-02 (Final) 03.09.2002
With a view to safeguard interests of the shareholders, the Company initiates proactive and
innovative steps like sending personalised reminders to the shareholders of the Company to
claim their unpaid dividend, before it becomes necessary to transfer them to the Investor
Education & Protection Fund (IEPF).
Unclaimed dividends for the year 2002 - 03 onwards will be transferred to the IEPF, as required; the
details are given below:
Year Date of Declaration Due date for transfer to IEPF
2002 - 03 06.08.2003 11.09.2010
2003 - 04 29.07.2004 03.09.2011
2004 - 05 28.07.2005 02.09.2012
2005 - 06 25.07.2006 30.08.2013
2006 - 07 19.07.2007 24.08.2014
2007 - 08 22.07.2008 27.08.2015
2008 - 09 29.07.2009 03.09.2016
Shareholders are advised to confirm with their records and claim the amount well before the due date,
if not encashed earlier.
X R & D CENTRES
i) Lupin Research Park ii) Lupin Bioresearch Centre iii) Kyowa Pharmaceutical
Survey Nos. 46A/47A, S No 1462\2\1b, Sai Trinity Complex, Industry Co. Ltd.,
Nande Village, Wing A, Above Cosmos Bank, 6-7-2 Yurinokidai, Sanda,
Mulshi Taluka, Dist. Pune, Pashan Sus Road, Pashan, Pune, Hyogo 669 - 1324,
Maharashtra - 411 042. Maharashtra - 411 021. Japan.
80
DECLARATION PURSUANT TO CLAUSE 49 I (D) (II) OF THE LISTING AGREEMENT
In accordance with Clause 49 I(D)(ii) of the Listing Agreement with the Stock Exchanges, I hereby declare that the
Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct as
applicable to them for the year ended March 31, 2010.
To,
The Members of Lupin Limited
We have examined the compliance of conditions of Corporate Governance by Lupin Limited, for the year ended on
March 31, 2010, as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of
the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing
Agreement.
We state that no investor grievance is pending for a period exceeding one month against the Company, based on the
records maintained by Investors Services Department and as certified by the Compliance Officer of the Company.
We further state that such compliance is neither an assurance as to the future validity of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
M. S. Dharmadhikari
Partner
Membership No. 30802
Place: Mumbai
Date: May 5, 2010
82
Auditors' Report
To The Members of Lupin Limited
1. We have audited the attached Balance Sheet of Lupin Limited ("the Company") as at 31st March, 2010, the
Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date,
both annexed thereto. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by the management, as well
as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in
terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:
(a) we have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit;
(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
(c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report
are in agreement with the books of account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with
by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(e) in our opinion and to the best of our information and according to the explanations given to us, the
said accounts give the information required by the Companies Act, 1956 in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;
(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that
date and
(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on
that date.
5. On the basis of the written representations received from the Directors as on 31st March, 2010 taken on
record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2010 from being
appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.
M. S. Dharmadhikari
Place: Mumbai Partner
Dated: May 5, 2010 Membership No. 30802
(i) Having regard to the nature of the Company's business/activities, clauses (iii), (x), (xii), (xiii), (xiv) and (xx) of
CARO are not applicable.
(ii) In respect of its fixed assets :
(a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the management in accordance with a regular
programme of verification which, in our opinion, provides for physical verification of all the fixed assets at
reasonable intervals. According to the information and explanation given to us, no material discrepancies
were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the
fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status
of the Company.
(iii) In respect of its inventory:
(a) As explained to us, the inventories were physically verified during the year by the management at
reasonable intervals.
(b) In our opinion and according to the information and explanation given to us, the procedures of physical
verification of inventories followed by the management were reasonable and adequate in relation to the
size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company has maintained
proper records of its inventories and no material discrepancies were noticed on physical verification.
(iv) In our opinion and according to the information and explanations given to us, having regard to the
explanations that some of the items purchased are of special nature and suitable alternative sources are not
readily available for obtaining comparable quotations, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business with regard to purchases of
inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not
observed any major weakness in such internal control system.
(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the
Companies Act, 1956, to the best of our knowledge and belief and according to the information and
explanations given to us:
(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the
Register maintained under the said Section have been so entered.
(b) Where each of such transaction is in excess of Rs 5 lakhs in respect of any party during the year, have been
made at prices which are reasonable having regard to the prevailing market prices at the relevant time,
where such prices are available.
(vi) According to the information and explanations given to us, the Company has not accepted any deposit from
the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of
Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956.
(vii) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed
by the management have been commensurate with the size of the Company and the nature of its business.
(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by
the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act,
1956 in respect of the manufacture of bulk drugs and formulations and are of the opinion that prima facie the
prescribed accounts and records have been made and maintained. We have, however, not made a detailed
examination of the records with a view to determining whether they are accurate or complete.
(ix) According to the information and explanations given to us in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund,
Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax,
Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the
appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise
Duty, Cess and other material statutory dues in arrears as at 31st March, 2010 for a period of more than six
months from the date they became payable.
84
(c) Details of dues of Sales Tax and Excise Duty which have not been deposited as on 31st March, 2010 on
account of disputes are given below:
Name of the Statute Nature of Forum where Dispute Period to which Amount involved
the Dues is pending the amounts relate (Rs. in Millions)
Central Excise Act, 1944 Excise duty Customs, Excise and Service Tax 1997-2009 132.0
Appellate Tribunal (CESTAT)
Commissioner of Central Excise 1998-2009 0.7
(Appeals)
Central and various Sales tax Commissioner of Sales Tax (Appeals) 1992-2003 16.7
States' Sales Tax Acts Joint Commissioner of Sales Tax 2002-2009 6.3
(Appeals)
Deputy Commissioner of Sales Tax 1998-2006 1.9
(Appeals)
Sales Tax Tribunal 1992-2003 3.7
Appellate Commissioner of 2005-2006 0.6
Commercial taxes
High Court, Jabalpur 2001-2006 14.9
(x) In our opinion and according to the information and explanations given to us, the Company has not defaulted
in the repayment of dues to banks, financial institutions and debenture holders.
(xi) In our opinion and according to the information and explanations given to us, the terms and conditions of the
guarantees given by the Company for loans taken by others from banks and financial institutions are not prima
facie prejudicial to the interests of the Company.
(xii) In our opinion and according to the information and explanations given to us, the term loans have been applied
for the purposes for which they were obtained.
(xiii) In our opinion and according to the information and explanations given to us and on an overall examination of
the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long-
term investment.
(xiv) The Company has not made any preferential allotment of shares to parties and companies covered in the
Register maintained under Section 301 of the Companies Act, 1956 and hence, the question of whether the
price at which shares have been issued is prejudicial to the interest of the Company does not arise.
(xv) According to the information and explanations given to us, during the period covered by our audit report, the
Company had issued short term MIBOR linked secured debentures, which have been repaid prior to creation of
security in favour of the debenture holders.
(xvi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the
Company and no material fraud on the Company has been noticed or reported during the year.
M. S. Dharmadhikari
Place: Mumbai Partner
Dated: May 5, 2010 Membership No. 30802
Schedules As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
I. SOURCES OF FUNDS
Shareholders' Funds
Share Capital 1 889.4 828.2
Reserves and Surplus 2 24,416.1 12,924.8
25,305.5 13,753.0
Loan Funds
Secured Loans 3 7,040.0 5,651.2
Unsecured Loans 4 2,028.1 3,797.9
9,068.1 9,449.1
Deferred Tax Liabilities (net) 1,582.5 1,347.3
[Refer note no.5 of Schedule 18(B)]
TOTAL 35,956.1 24,549.4
II. APPLICATION OF FUNDS
Fixed Assets 5
Gross Block 16,165.2 13,313.7
Less: Depreciation and Amortisation 4,251.3 3,557.5
Net Block 11,913.9 9,756.2
Capital Work in Progress 1,408.3 1,163.1
13,322.2 10,919.3
Investments 6 7,240.7 4,738.7
Current Assets, Loans and Advances
Inventories 7 7,137.0 7,158.8
Sundry Debtors 8 9,165.9 7,090.6
Cash and Bank Balances 9 374.2 121.3
Loans and Advances 10 6,466.0 3,666.4
23,143.1 18,037.1
Less: Current Liabilities and Provisions 11
Current Liabilities 6,081.8 7,721.8
Provisions 1,668.1 1,423.9
7,749.9 9,145.7
Net Current Assets 15,393.2 8,891.4
TOTAL 35,956.1 24,549.4
Significant Accounting Policies and Notes to Accounts 18
86
Profit and Loss Account
For the year ended March 31, 2010
Current Previous
Year ended Year ended
31.03.2010 31.03.2009
Rs. in million Rs. in million
A. Cash Flow from Operating Activities
Net Profit before Tax 7,086.6 4,713.8
Adjustments for:
Depreciation and Amortisation 815.7 663.5
Loss on sale/discard of Fixed Assets (net) 74.2 32.5
Profit on sale of Current Investments - Non Trade - (0.4)
Interest and Finance Charges 283.8 415.2
Interest on Long Term Investments - Non Trade - (0.2)
Interest on Fixed Deposits with Banks (1.0) (30.2)
Dividend on Long Term Investment - Trade
[31.03.2010 Rs. 4,410/- , 31.03.2009 Rs. 33,820/-]
Dividend on Current Investments - Non Trade - (1.7)
Provision for Doubtful Debts 16.5 23.5
Employee share based payment cost 4.7 0.7
Exchange (gain) / loss on revaluation of foreign currency loans (257.1) 42.9
Provision for Diminution in value of Long Term investments written back - (0.5)
Operating Profit before Working Capital Changes 8,023.4 5,859.1
Adjustments for:
Trade and other Receivables (2,519.8) (772.6)
Inventories 21.8 (900.3)
Trade Payables 847.0 578.0
Cash Generated from Operations 6,372.4 4,764.2
Direct Taxes paid (net) (1,049.5) (474.4)
Fringe Benefit Tax paid 2.8 (151.6)
Net Cash Generated from Operating Activities 5,325.7 4,138.2
B. Cash Flow from Investing Activities
Additions to Fixed Assets / Capital Work-in-Progress (3,321.1) (2,239.7)
Sale of Fixed Assets 14.7 4.1
Purchase of Investments in Subsidiaries (2,502.0) (1,834.4)
Purchase of Investments in others - (1,330.0)
Sale of Investments - 1,351.5
Loans and Advances to Subsidiary Companies (1,033.7) (905.9)
Interest on Long Term Investments - Non Trade - 0.2
Dividend on Long Term Investment - Trade
[31.03.2010 Rs. 4,410/- , 31.03.2009 Rs. 33,820/-]
Dividend on Current Investments - Non Trade - 1.7
Interest on Fixed Deposits with Banks 1.0 30.2
Net Cash Used in Investing Activities (6,841.1) (4,922.3)
C. Cash Flow from Financing Activities
Proceeds from Borrowings (net) 3,238.4 72.8
Repayment of Foreign Currency Convertible Bonds (64.7) -
Premium on repayment of Foreign Currency Convertible Bonds (12.6) -
Issue of Equity Shares (ESOPs) 3.0 1.7
Securities Premium Received (ESOPs) 104.4 51.9
Interest and Finance Charges paid (net) (278.1) (412.6)
Dividend paid (1,044.4) (819.8)
Corporate Dividend Tax paid (177.7) (139.4)
Net Cash Generated / (used in) from Financing Activities 1,768.3 (1,245.4)
Net increase / (decrease) in Cash and Cash equivalents 252.9 (2,029.5)
Cash and Cash equivalents as at the beginning of the year 121.3 2,150.8
Cash and Cash equivalents as at the end of the year 374.2 121.3
88
Notes :
1. Cash and Cash equivalents include cash and bank balances in current accounts and in deposit accounts
(refer Schedule 9 of the Balance Sheet).
2. Rs. 5.4 million (previous year Rs. 2.9 million) being deposits under lien lodged with banks as margin money
not readily available to the Company.
3. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the
Accounting Standard 3 (AS-3) "Cash Flow Statement".
4. Previous year figures have been regrouped wherever necessary.
As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 1 - SHARE CAPITAL
Authorised
100,000,000 (previous year 100,000,000) Equity Shares of Rs 10/- each 1,000.0 1,000.0
TOTAL 1,000.0 1,000.0
Issued, Subscribed and Paid-up
88,943,833 (previous year 82,819,550) Equity Shares of Rs 10/- each
fully paid-up 889.4 828.2
TOTAL 889.4 828.2
Notes:
Of the above Equity Shares-
i) 37,311,048 (previous year 37,311,048) Equity Shares of Rs. 10/- each were allotted as fully paid-up without payment
being received in cash, pursuant to the Scheme of Amalgamation with erstwhile Lupin Laboratories Limited.
ii) 40,152,494 (previous year 40,152,494) Equity shares of Rs 10/- each have been allotted as fully paid-up bonus shares by
way of capitalisation of General Reserve.
iii) 606,294 (previous year 298,753) Equity Shares of Rs. 10/- each, fully paid-up have been allotted pursuant to Lupin
Employees Stock Option Plans. [Refer note no.14(a) of Schedule 18(B)].
Particulars of options on unissued share capital [Refer note no.14(a) of Schedule 18(B)].
iv) 8,043,911 (previous year 2,227,169) Equity Shares of Rs. 10/- each, fully paid - up have been allotted on conversion of
Foreign Currency Convertible Bonds in accordance with the terms of the issue. [Refer note no.19 of Schedule 18(B)].
90
As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 2 - RESERVES AND SURPLUS
Capital Reserve
- Investment Subsidies from Central Government
Balance as per last Balance Sheet 1.0 1.0
- Investment Subsidies from State Government
Balance as per last Balance Sheet 8.2 8.2
- On restructuring of capital of the Company under the Scheme
of Amalgamation
Balance as per last Balance Sheet 254.7 254.7
263.9 263.9
General Reserve
Balance as per last Balance Sheet 7,015.4 5,515.4
Add: Transferred from Profit and Loss Account 1,500.0 1,500.0
8,515.4 7,015.4
Amalgamation Reserve
Balance as per last Balance Sheet 317.9 317.9
* Represents amount received on allotment of 307,541 ( previous year 167,586) Equity Shares of Rs. 10/- each,
pursuant to "Lupin Employees Stock Option Plans" and 5,816,742 ( previous year 571,069) Equity Shares of
Rs. 10/- each on conversion of Foreign Currency Convertible Bonds in accordance with the terms of the issue.
[Refer notes no.14(a) and 19 of Schedule 18(B)].
Notes :
1. Working Capital Loans from Banks comprise of Cash Credit, Short Term Loans, Packing Credit, Post Shipment Credit,
Bills Discounted and Overseas Import Credit and are secured by hypothecation of inventories and book debts and
moveable current assets at godowns, depots, in course of transit or on high seas and a second charge on immovable
properties and movable assets of the Company both present and future situated at (a) Aurangabad, Pune and
Tarapur in Maharashtra, (b) Ankleshwar in Gujarat, ( c) Mandideep in Madhya Pradesh, (d) Verna in Goa and (e) Bari
Brahmana in Jammu and Kashmir.
2. Working Capital Loans from Banks include foreign currency loans of Rs. 5,212.3 million (previous year Rs. 2,928.4 million).
As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 4 - UNSECURED LOANS
Foreign Currency Convertible Bonds - 3,363.1
[Refer note no.19 of Schedule 18(B)].
Working Capital Loans from Banks 634.2 -
Foreign Currency Term Loans from Bank 960.9 -
Other Loans
a) Sales Tax Deferment Loan - Government of Maharashtra 63.0 64.8
b) Loans from Council for Scientific and Industrial Research, Department of 370.0 370.0
Science and Technology, Government of India
TOTAL 2,028.1 3,797.9
Notes :
1. Working Capital Loans from Banks include foreign currency loans of Rs. 634.2 million (previous year Rs. nil).
2. Unsecured Loans (other than working capital loans) include Rs. 64.9 million (previous year Rs. 0.2 million) repayable
within one year.
92
93
SCHEDULE 5 - FIXED ASSETS (Rs. in million)
* Amounts written off in respect of leasehold land for the period of lease which has expired.
Notes :
1. Cost of Buildings include cost of shares in co-operative societies of Rs. 1,000/- (previous year Rs. 1,000/-).
2. Capital Work-in-Progress includes capital advances paid, machinery under installation / in transit and construction and erection materials (including those lying with contractors) and pre-
operative expenses [Refer note no. 4 of Schedule 18(B)].
3. Additions to Fixed Assets include items of fixed assets aggregating Rs. 720.4 million (previous year Rs. 440.8 million) located at Research and Development Centres of the Company.
94
As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 7 - INVENTORIES
Stock-in-trade
- Raw Materials 2,307.3 2,371.4
- Packing Materials 449.1 384.6
- Work-in-Process 1,728.8 1,833.8
- Finished Goods (including Traded Goods) 2,492.9 2,407.7
Consumable Stores, Spares and Fuel 158.9 161.3
TOTAL 7,137.0 7,158.8
96
Schedules Forming Part of the Profit and Loss Account
Current Previous
Year Ended Year Ended
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 12 - OTHER OPERATING INCOME
Export Benefits and Other Incentives 249.4 345.8
Income from Research Services 251.0 94.0
Income from Product Registration Services (Dossiers) 78.6 79.3
Insurance Claims 8.9 12.0
Compensation Received 51.8 0.7
Credit balances written back - 4.1
Exchange Rate Difference (net) - 113.4
Miscellaneous Income 44.5 36.4
TOTAL 684.2 685.7
98
Schedules Forming Part of the Accounts
measurement principles stated in Accounting Standard 30 (AS 30) "Financial Instruments: Recognition and
Measurements".The amount removed from the Cash Flow Hedge Reserve, on the occurrence of the hedged
transaction, is included in the Profit and Loss Account, against the related hedged item.
g) Investments:
Long term investments are stated at cost which includes expenses directly incurred on acquisition of
investments. Investments in equity/ordinary shares in foreign currency are stated at cost by converting at
exchange rate prevailing at the time of acquisition. Provision for diminution in the value of long term
investments is made only if such decline is other than temporary. Current investments are carried at cost or
fair value, whichever is lower.
h) Inventories:
Stock-in-trade and stock of consumable stores, spares and furnace oil are valued at lower of cost and net
realisable value. Cost is computed based on moving weighted average in respect of all procured materials
and traded finished goods and includes appropriate share of utilities and other overheads in respect of
Work-in-Process and finished goods. Cost also includes all charges incurred for bringing the inventories to
their present location and condition.
i) Revenue recognition:
i) Revenue from sale of goods is recognised when the significant risks and rewards in respect of ownership
of products are transferred by the Company.
ii) Revenue (including in respect of insurance or other claims, interest, etc.) is recognised when it is
reasonable to expect that the ultimate collection will be made.
iii) Revenue from product sales is stated net of returns, sales tax/VAT and applicable trade discounts
and allowances.
iv) Income from research and product registration (dossiers) services and sale of patent rights is recognised
as revenue when earned in accordance with the terms of the relevant agreements.
v) Dividend from investment is recognised as revenue when right to receive the payments is established.
vi) Interest income is recognised on time proportionate basis.
j) Export Benefits:
Export benefits available under prevalent schemes are accrued in the year in which the goods are exported
and are accounted to the extent considered receivable.
k) Excise Duty:
Excise duty is accounted on the basis of payments made in respect of goods cleared and provision is made
for goods lying in bonded warehouses.
l) Depreciation and Amortisation:
Depreciation on fixed assets is provided on straight line basis in the manner and at the rates prescribed in
Schedule XIV to the Companies Act, 1956, except for the following Fixed Assets and Intangible Assets which
are depreciated/amortized over their useful life (being lower than the life considering the rates prescribed
in Schedule XIV to the Companies Act, 1956) as determined by the management on the basis of technical
evaluation, etc.
m) Employee Benefits:
a) Post Employment Benefits and Other Long Term Benefits:
i) Defined Contribution Plan:
Company's contribution for the year paid/payable to defined contribution retirement benefit
schemes are charged to Profit and Loss Account.
100
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
102
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
B) NOTES TO ACCOUNTS
1. Estimated amount of contracts remaining to be executed on capital account and not provided for, net of
advances, Rs. 525.2 million (previous year Rs. 680.0 million).
2. Contingent Liabilities:
(Rs. in million)
As at As at
31.03.2010 31.03.2009
a) Income tax demands/matters in respect of earlier years, pending in 107.8 46.9
appeals [including Rs. 90.3 million (previous year Rs. Nil) consequent to
department preferring appeals against the orders of the Appellate
Authorities passed in favour of the company].
Amount paid thereagainst and included under Schedule 10 “Advances
recoverable in cash or in kind” Rs. 17.5 million (previous year Rs. 38.0
million).
b) Excise duty, Service tax and Sales tax demands disputed in appeals and 194.7 118.3
pending decisions. Amount paid thereagainst and included under
Schedule 10 Rs. 17.9 million (previous year Rs. 13.8 million).
c) Claims against the Company not acknowledged as debts [excluding 258.5 298.9
interest (amount unascertained) in respect of a claim].
Amount paid thereagainst without admitting liability and included
under Schedule 10 Rs. 76.5 million (previous year Rs. 64.2 million).
d) Counter guarantee given to GIDC in connection with loan sanctioned by 7.5 7.5
a financial institution to a company, jointly promoted by an Association
of Industries (of which, the Company is a member) and GIDC.
3. During the year, the Company through its wholly owned subsidiary Lupin Holdings B.V., Netherlands
(LHBV), acquired/subscribed to the equity stake of the following:
i) Additional Investment in Lupin Atlantis Holdings SA, Switzerland (100% subsidiary of the Company) at a
total cost of Rs. 2349.2 million.
ii) Additional Investment in Generic Health Pty Ltd., Australia (Associate) at a total cost of Rs. 122.2 million.
iii) 100% equity stake of Lupin Pharma Canada Ltd., Canada at a total cost of Rs. 125.3 million.
The above acquisitions/subscriptions are based on the net assets values, the future projected revenues,
operating profits and cash flows, etc. of the investee companies.
4. Pre-operative expenses, included in Capital Work-in-Progress (Schedule 5) represent the expenses incurred
for projects, which are yet to be commissioned. The details of the pre-operative expenses are:
(Rs. in million)
Particulars 2009-2010 2008-2009
Opening balance 13.5 9.0
Incurred during the current year:
Salaries, allowances and contribution to funds 22.9 19.6
Professional fees 0.1 0.5
Travelling expenses 1.7 3.4
Others 9.6 2.1
Total 47.8 34.6
Less : Capitalised during the year 35.1 21.1
Closing balance 12.7 13.5
5. The Deferred Tax Assets/ (Liabilities) arising out of significant timing differences are as under:
(Rs. in million)
Particulars As at As at
31.03.2010 31.03.2009
Deferred Tax Liabilities:
Depreciation (1769.6) (1514.0)
Other timing difference (4.8) -
Deferred Tax Assets:
Provision for doubtful debts and advances 25.4 20.3
FCCB issue expenses - 6.0
VRS Compensation 87.7 100.0
Other timing differences 78.8 40.4
Net Deferred Tax Liabilities (1582.5) (1347.3)
6. Segment Reporting:
The Company has presented data relating to its segments based on its consolidated financial statements,
which are presented in the same Annual Report. Accordingly, in terms of the provisions of Accounting
Standard 17 (AS 17) "Segment Reporting", no disclosures related to segments are presented in its
standalone financial statements.
7. Additional information pursuant to the Provisions of Paragraphs 3, 4C, and 4D of Part II of Schedule VI to the
Companies Act, 1956.
a) Consumption of Raw Materials:
2009-2010 2008-2009
Item Unit Quantity (Rs. in million) Quantity (Rs. in million)
DL2 (RECEMIC) M.T. 1418.4 774.6 1226.9 615.4
PEN G M.T. 4397.9 1692.6 3485.4 1763.4
Others 7066.0 5637.2
TOTAL 9533.2 8016.0
104
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
d) Expenditure in Foreign currencies (subject to deduction of tax where applicable) on account of:
(Rs. in million)
2009-2010 2008-2009
i) Interest 33.3 54.8
ii) Travelling 33.6 33.3
iii) Commission 179.7 143.1
iv) Selling and Promotion expenses 1235.2 896.0
v) Clinical and Analytical charges 31.5 60.8
vi) Legal and Professional charges (net of recoveries) 494.7 219.4
vii) Personnel Expenses 101.5 152.5
viii) Others 125.4 205.1
TOTAL 2234.9 1765.0
9. a) Managerial Remuneration:
(Rs. in million)
Particulars 2009-2010 2008-2009
Salary and Allowances 101.1 70.1
Contribution to Provident and Other Funds 10.7 7.2
Perquisites 8.5 2.6
Commission to Whole time Director 70.0 47.3
Commission to Non Executive Directors 5.0 2.5
Sitting fees to Non Executive Directors 0.8 0.7
TOTAL 196.1 130.4
Notes:
(i) Above amount does not include remuneration paid by a wholly owned foreign subsidiary company to a
director aggregating Rs. 89.3 million (previous year Rs.68.7 million).
ii) Remuneration for the current year includes increased remuneration of the Managing Director and an
Executive Director w.e.f. 1st July 2009 in accordance with the Shareholder's resolutions.
iii) The provision for gratuity and compensated absences is made on the basis of actuarial valuation for all
the employees of the Company, including for the managerial personnel. Proportionate amount of
gratuity and compensated absences is not included in the above disclosure, since the exact amount is
not ascertainable.
b) Computation of Net Profit under Section 349 of the Companies Act, 1956 and commission payable to
Whole-time Director/ Non Executive Directors:
(Rs. in million)
Particulars 2009-2010 2008-2009
Profit before tax 7086.6 4713.8
Add :
i) Loss on sale/discard of fixed assets (net) 74.2 32.5
ii) Provision for doubtful debts 16.5 23.5
iii) Directors remuneration 196.1 130.4
Less:
Provision for diminution in value of long term investments written back - 0.5
Net Profit as per Section 349/350 7373.4 4899.7
Commission (as approved and restricted by the Board of Directors.
Refer note no. 21)
- To Executive Chairman (Whole-time Director) 70.0 47.3
- To Non Executive Directors 5.0 2.5
106
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
11. The Company procures on lease, equipments, vehicles and office premises under operating leases. These
rentals recognised in the Profit and Loss Account for the year are Rs. 46.7 million (previous year Rs. 40.0 million).
The future minimum lease payments and payment profile of non cancellable operating leases are as under:
(Rs. in million)
2009-2010 2008-2009
Not later than one year 39.4 32.4
Later than one year but not later than five years 37.5 22.3
Later than five years - 0.1
TOTAL 76.9 54.8
13. Details of loans and advances in the nature of loans as per the requirements under clause 32 of the Listing
Agreement with Stock Exchanges :
(Rs. in million)
Name of the company Nature of relationship Amount outstanding Maximum amount
as at March 31, 2010 outstanding
during the year
Novodigm Limited Wholly-owned subsidiary 200.0 200.0
(175.0) (175.0)
Lupin Pharmacare Limited Wholly-owned subsidiary 2059.3 2059.3
(1030.7) (1030.7)
Notes:
i) The above loans are interest free, long term, repayable on demand.
ii) The loans to employees as per the Company's policy and security deposits paid towards premises taken
on leave and license/lease basis, against business conducting agreements, have not been considered.
iii) There are no investments by loanees in the shares of the Parent Company and/or the subsidiary
companies.
iv) Previous year figures are given in brackets.
108
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
b) The Company has followed the intrinsic value based method of accounting for stock options granted
after April 1, 2005 based on Guidance Note on Accounting for Employee Share-based Payments, issued
by the Institute of Chartered Accountants of India. Had the compensation cost for the Company's stock
based compensation plans been determined in the manner consistent with the fair value approach as
described in the said Guidance Note, the Company's net income would be lower by Rs. 52.5 million
(previous year Rs. 57.8 million) and earnings per share as reported would be lower as indicated below:
(Rs. in million)
Particulars Year Ended Year Ended
March 31, 2010 March 31, 2009
Net profit as reported 6489.3 4169.7
Less: Total stock-based employee compensation expense
determined under fair value based method 57.2 58.5
Add: Total stock-based employee compensation expense
determined under intrinsic value based method 4.7 0.7
Adjusted net profit 6436.8 4111.9
Basic earnings per share
- As reported (in Rs.) 75.38 50.58
- Adjusted (in Rs.) 74.77 49.88
Diluted earnings per share
- As reported (in Rs.) 74.08 50.07
- Adjusted (in Rs.) 73.48 49.38
The fair value of each option granted during the year is estimated on the date of grant based on the
following assumptions:
Particulars Grant dated Grant dated Grant dated Grant dated Grant dated
September 22, January 29, May 29, September 22, November 4,
2009 from 2010 from 2009 from 2009 from 2009 from
ESOP 2003 plan ESOP 2003 plan ESOP 2005 plan ESOP 2005 plan ESOP 2005 plan
110
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
The following table sets out the status of the gratuity plan and the amounts recognised in the Company's
financial statements as at the Balance Sheet date.
(Rs. in million)
Sr. Particulars Gratuity (Funded)
No. As on 31.03.2010 As on 31.03.2009
I) Reconciliation in present value of obligations (PVO)
- defined benefit obligation :
Current Service Cost 20.5 17.3
Interest Cost 14.9 14.6
Actuarial loss 34.0 22.5
Benefits paid (11.6) (50.2)
PVO at the beginning of the year 186.5 182.3
PVO at end of the year 244.3 186.5
II) Change in fair value of plan assets :
Expected return on plan assets 18.0 15.6
Actuarial gain/(loss) - -
Contributions by the employer 41.8 21.4
Benefits paid (11.6) (50.2)
Fair value of plan assets at beginning of the year 165.1 178.3
Fair value of plan assets at end of the year 213.3 165.1
III) Reconciliation of PVO and fair value of plan assets:
PVO at end of year 244.3 186.5
Fair Value of planned assets at end of year 213.3 165.1
Funded status (31.0) (21.4)
Unrecognised actuarial gain/ (loss) - -
Net liability recognised in the balance sheet (31.0) (21.4)
IV) Net cost for the year ended March 31,2010 :
Current Service cost 20.5 17.3
Interest cost 14.9 14.6
Expected return on Plan assets (18.0) (15.6)
Actuarial losses 34.0 22.5
Net cost 51.4 38.8
V) Category of assets as at March 31, 2010:
Insurer Managed Funds (100%) (Fund is Managed by 213.3 165.1
LIC of India as per IRDA guidelines, category-wise
composition of the Plan assets is not available)
VI Actual return on the plan assets 18.0 15.6
VII) Assumption used in accounting for the gratuity plan:
Discount rate (%) 8.0 8.0
Salary escalation rate (%) 6.0 5.0
Expected rate of return on plan assets (%) 9.5 9.1
16. The Company enters into Forward Exchange Contracts for hedge purpose and not intended for trading or
speculation purposes, to establish the amount of currency in Indian Rupees required or available at the
settlement date of certain payables and receivables. The following were the outstanding Forward Exchange
Contracts entered into by the Company:
Currency Buy or Sell Cross Currency Amount in US$
March 31, 2010 March 31, 2009
US $ Buy Indian Rupees - 27494783
The year end foreign currency exposures that have not been hedged by a derivative instrument or
otherwise are as below:
a. Amount receivable in foreign currency on account of the following:
112
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
Particulars As at As at
31.03.2010 31.03.2009
Amount US$ Amount US$
in million in million
Forward contracts 423.5 373.8
Option contracts 72.0 114.0
The Company, based on the Announcement of The Institute of Chartered Accountants of India
“Accounting for Derivatives” has accounted for derivative forward and option contracts at fair values,
considering the principles of recognition and measurement stated in Accounting Standard 30 (AS-30)
“Financial instruments: Recognition and Measurement” and the accounting policy followed by the
Company in this respect.
The changes in the fair value of the derivative instruments during the year ended 31st March 2010
aggregating Rs. 3078.0 million (previous year Rs. 2754.0 million debited) designated as effective have
been credited to the Cash Flow Hedge Reserve Account and Rs. 13.3 million is credited (previous year Rs.
34.0 million debited) to the Profit and Loss Account, being the ineffective portion thereof.
18. The aggregate amount of revenue expenditure incurred during the year on Research and Development and
shown in the respective heads of account is Rs. 2738.3 million (previous year Rs. 1905.0 million).
19. During the year, in accordance with the terms of issue, Foreign Currency Convertible Bonds aggregating US
$ 71.3 million (aggregate to date US $ 98.6 million) were converted into 5,816,742 equity shares (aggregate
to date 8,043,911 equity shares) of Rs. 10/- each, fully paid-up, at a predetermined price of Rs. 567.04 per
share, resulting in an increase in the paid-up share capital by Rs. 58.2 million (aggregate to date Rs. 80.4
million) and securities premium by Rs. 3240.1 million (aggregate to date Rs. 4480.7 million). Balance FCCBs
aggregating US $ 1.4 million were redeemed during the year and the redemption premium of Rs. 12.6
million (net of tax of Rs. 6.5 million) is adjusted against securities premium account. There were no Bonds
outstanding as on March 31, 2010.
20. The information regarding Micro Enterprises and Small Enterprises has been determined to the extent such
parties have been identified on the basis of information available with the Company. This has been relied
upon by the auditors.
Amount due to Micro Enterprises and Small Enterprises as on March 31, 2010 is Rs. 88.3 million, interest
Rs. nil (previous year Rs. 64.1 million, interest Rs. nil), interest paid during the year Rs. nil (previous year Rs. nil).
21. a) Lupin Pharmacare Limited, Lupin Herbal Limited and Novodigm Limited (wholly owned subsidiaries of
the Company) had filed petitions before the Honourable High Courts of Mumbai and Gujarat for
amalgamation with the Company, the appointed date being April 1, 2009.
b) Vide its order dated January 8, 2010, the High Court of Mumbai sanctioned the scheme of amalgamation
between Lupin Pharmacare Ltd., Lupin Herbal Ltd. and the Company subject to the order to be passed
by the High Court of Gujarat sanctioning the scheme of amalgamation between Novodigm Ltd. and the
Company. The order of the Gujarat High Court is awaited pending which, the results of these
subsidiaries have not been considered in these financial statements of the Company.
c) Based on the audited accounts of the aforesaid wholly-owned subsidiary companies, aggregate net loss
for the year ended March 31, 2010 is Rs. 280.5 million. While calculating commission payable to
Executive Chairman, this has been considered on a conservative basis.
114
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
Installed Installed
Classification Unit 31.03.2010 31.03.2009
Formulations :
Tablets No. in million 9646.0 5534.3
Liquids Kilo-litres 3840.0 3225.0
Capsules No. in million 2033.0 1402.5
Injections:
- Liquids Kilo-litres 42.0 42.0
- Vials No. in million 12.0 12.0
Creams and Powder M. T. 312.0 312.0
Inhalers No. in million 4.3 3.6
Bulk Drugs, Intermediates
and Chemicals M. T. 4856.7 4677.4
Notes :
i) In terms of Press Note No.4 (1994 series) dated October 25, 1994 issued by the Department of Industrial
Development, Ministry of Industry, Government of India and Notification no. S.O.137(E) dated March
01,1999 issued by the Department of Industrial Policy & Promotion, Ministry of Industry, Government of
India, industrial licencing has been abolished in respect of bulk drugs and formulations. Hence, there is no
registered / licenced capacities for these bulk drugs and formulations.
ii) Installed capacities, being a technical matter, are as certified by the management and relied upon by the auditors.
B) Details of production and purchases of finished goods:
(Value Rs. in million)
Production Purchase of goods
Year ended Year ended Year ended Year ended
31.03.2010 31.03.2009 31.03.2010 31.03.2009
Classification Unit Quantity Quantity Quantity Value Quantity Value
A) Formulations :
Tablets No. in million 7783.6 5912.9 2241.7 1834.6 1732.6 1529.9
Liquids Kilo-litres 2078.1 1381.0 5220.2 542.2 4917.7 481.4
Capsules No. in million 1013.2 808.2 432.8 513.3 398.0 493.9
Injections:
- Liquids Kilo-litres 88.2 92.5 87.2 99.3 65.7 90.5
- Vials No. in million 28.0 27.5 24.4 918.2 18.8 738.0
Creams and
Powder M. T. 406.8 371.1 552.2 115.9 496.8 135.1
Inhalers No. in million 2.5 1.9 312000 Nos. 6.5 13000 Nos. 0.3
B) Bulk Drugs, M.T. 2605.4 2113.8 - - - -
Intermediates
and Chemicals
C) Others 32.5 5.5
TOTAL 4062.5 3474.6
Notes:
i) Production includes goods manufactured for replacement and on loan licence basis by other parties but
excludes manufactured on job work basis for other parties and manufactured for research and
development activities.
ii) Production consists of saleable bulk drugs and intermediates. It excludes bulk drugs consumed for
manufacture of formulations.
iii) Production/Purchases of formulations includes samples.
116
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
B. Transactions with the related parties. (Rs. in million unless other wise stated)
Sr. Transactions Subsidiaries Associates Key Others Total
No. Management
Personnel
1 Sale of Goods 13,288.6 44.6 - 13.6 13,346.8
(9,788.4) (33.9) (-) (3.2) (9,825.5)
2 Miscellaneous income on account - - - - -
of sale of by-products (-) (-) (-) (2.9) (2.9)
3 Rent Expenses - - - 103.6 103.6
(-) (-) (-) (98.7) (98.7)
4 Business Conducting Expenses - - - Rs.6,000/- Rs.6,000/-
(-) (-) (-) (Rs.6,000/-) (Rs.6,000/-)
5 Agency Commission Expenses - 15.2 - 20.1 35.3
(-) (-) (-) (14.5) (14.5)
6 Expenses Recovered/Rent Received 37.1 - - 1.6 38.7
(5.5) (-) (-) (2.0) (7.5)
7 Remuneration Paid - - 190.3 - 190.3
(-) (-) (127.2) (10.2) (137.4)
8 Purchase of Goods/Materials 224.9 - - 31.2 256.1
(231.2) (-) (-) (31.8) (263.0)
9 Investments during the year 2,502.0 - - - 2,502.0
(1,834.4) (-) (-) (-) (1,834.4)
10 Donations Paid - - - 35.0 35.0
(-) (-) (-) (21.7) (21.7)
11 Dividend Paid - - 15.9 509.5 525.4
(-) (-) (11.7) (408.9) (420.6)
12 Services Received 994.7 - - - 994.7
(646.1) (-) (-) (-) (646.1)
13 Loans/Advances given 1,053.6 - - - 1,053.6
(905.9) (-) (-) (-) (905.9)
14 Sale of Fixed Assets 11.2 - - 9.0 20.2
(3.6) (-) (-) (-) (3.6)
15 Expenses Reimbursed 61.8 2.6 - 11.6 76.0
(47.3) (-) (-) (11.0) (58.3)
16 Sale of other assets 21.7 - - - 21.7
(-) (-) (-) (-) (-)
17 Guarantees given against standby 57.4 - - - 57.4
Letter of Credit issued by Company's (239.0) (-) (-) (-) (239.0)
bankers to the bankers of wholly
owned subsidiary companies.
18 Letter of Comfort issued by the 195.1 - - - 195.1
Company to the bankers of (425.3) (-) (-) (-) (425.3)
subsidiary companies.
19 Corporate guarantee issued by 40.5 - - - 40.5
the Company to the bankers of (-) (-) (-) (-) (-)
wholly owned subsidiary companies.
118
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
Out of the above items transactions in excess of 10% of the total related party transactions are as under :
120
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (CONTD.)
C. Balances due from/to the related parties. (Rs. in million unless other wise stated)
Sr. Transactions Subsidiaries Associates Key Others Total
No. Management
Personnel
1 Investments 7,230.1 - - - 7,230.1
(4,728.1) (-) (-) (-) (4,728.1)
2 Deposit paid under Leave and Licence - - - 71.7 71.7
arrangement for Office Premises (-) (-) (-) (71.7) (71.7)
3 Deposit given for Business - - - 180.0 180.0
Conducting Arrangement (-) (-) (-) (180.0) (180.0)
4 Debtors 5,476.6 32.6 - 10.5 5,519.7
(3,784.0) (9.9) (-) (-) (3,793.9)
5 Creditors 551.8 5.4 - 3.7 560.9
(416.0) (-) (-) (1.8) (417.8)
6 Commission Payable - - 70.0 - 70.0
(-) (-) (47.3) (1.1) (48.4)
7 Expenses payable 3.3 - - - 3.3
(3.6) (-) (-) (-) (3.6)
8 Expenses receivable 29.7 - - - 29.7
(-) (-) (-) (-) (-)
9 Loans and advances 2,259.3 - - - 2,259.3
(1,225.6) (-) (-) (-) (1,225.6)
10 Guarantees given against standby 181.6 - - - 181.6
Letter of Credit issued by Company's (239.0) (-) (-) (-) (239.0)
bankers to the bankers of
wholly owned subsidiary companies.
11 Letter of Comfort issued by the 620.4 - - - 620.4
Company to the bankers of (425.3) (-) (-) (-) (425.3)
subsidiary companies.
12 Corporate guarantee issued by the 40.5 - - - 40.5
Company to the bankers of (-) (-) (-) (-) (-)
wholly owned subsidiary companies.
Notes:
i) Figures in brackets are for previous year.
ii) Related party relationship is as identified by the Company and relied upon by the Auditors.
24. Excise duty (Schedule 16) includes Rs. 22.0 million being net impact of the excise duty provision on opening and
closing stock.
25. Previous year figures have been regrouped wherever necessary to correspond with the figures of the current year.
Signatures to Schedule 1 to 18
For Lupin Limited
Sources of Funds
Paid-Up Capital 889,438 Reserves and Surplus 24,416,011
Deferred Tax 1,582,534 Secured Loans 7,040,027
Unsecured Loans 2,028,014
Application of Funds
Net Fixed Assets 13,322,248 Investments 7,240,839
Net Current Assets 15,392,937 Misc Expenditure -
Accumulated Losses -
122
Auditors' Report
To the Board of Directors of Lupin Limited
1. We have audited the attached Consolidated Balance Sheet of Lupin Limited ("the Company"), and its
subsidiaries, (the Company and its subsidiaries constitute "the Group") as at 31st March, 2010, the
Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement of the Group for the year
ended on that date, both annexed thereto. The Consolidated Financial Statements include investments in
associates accounted on the equity method in accordance with Accounting Standard 23 (Accounting for
Investments in Associates in Consolidated Financial Statements) as notified under the Companies
(Accounting Standards) Rules, 2006. These financial statements are the responsibility of the Company's
management and have been prepared on the basis of the separate financial statements and other
information regarding components. Our responsibility is to express an opinion on these Consolidated
Financial Statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by the management, as well
as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. We did not audit the financial statements of 8 subsidiaries, whose financial statements reflect total assets
of Rs. 7520.2 million as at 31st March, 2010, total revenues of Rs. 7823.7 million and net cash inflows
amounting to Rs. 228.6 million for the year ended on that date as considered in the Consolidated Financial
Statements. These financial statements have been audited by other auditors whose reports have been
furnished to us and our opinion in so far as it relates to the amounts included in respect of these
subsidiaries is based solely on the reports of the other auditors.
4. We report that the Consolidated Financial Statements have been prepared by the Company in accordance
with the requirements of Accounting Standard 21 (Consolidated Financial Statements), Accounting
Standard 23 (Accounting for Investment in Associates in Consolidated Financial Statements) as notified
under the Companies (Accounting Standards) Rules, 2006.
5. Based on our audit and on consideration of the separate audit reports on the individual financial
statements of the Company, and the aforesaid subsidiaries and associates, and to the best of our
information and according to the explanations given to us, in our opinion, the Consolidated Financial
Statements give a true and fair view in conformity with the accounting principles generally accepted
in India:
(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2010;
(ii) in the case of the Consolidated Profit and Loss Account, of the profit of the Group for the year ended on
that date and
(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended
on that date.
M. S. Dharmadhikari
Place : Mumbai Partner
Dated: May 5, 2010 Membership No. 30802
Schedules As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
I. SOURCES OF FUNDS
Shareholders' Funds
Share Capital 1 889.4 828.2
Reserves and Surplus 2 24,788.9 13,420.0
25,678.3 14,248.2
Minority Interest 254.9 142.5
[Refer note no. 18 of Schedule 18(B)]
Loan Funds
Secured Loans 3 8,722.4 7,569.2
Unsecured Loans 4 2,676.1 4,663.5
11,398.5 12,232.7
Deferred Tax Liabilities (Net) 1,630.4 1,387.2
[Refer note no. 5 (ii) (a) of Schedule 18(B)]
TOTAL 38,962.1 28,010.6
II. APPLICATION OF FUNDS
Fixed Assets 5
Gross Block 22,937.1 18,200.3
Less: Depreciation and Amortisation 7,072.2 6,188.3
Net Block 15,864.9 12,012.0
Capital Work-in-Progress 3,578.7 2,239.7
19,443.6 14,251.7
Goodwill On Consolidation 3,196.8 3,173.7
[Refer note no.16 (b) of Schedule 18(B)]
Investments 6 264.3 215.6
Deferred Tax Assets (Net) 195.4 222.8
[Refer note no. 5 (ii) (b) of Schedule 18(B)]
Current Assets, Loans and Advances
Inventories 7 9,714.9 9,571.6
Sundry Debtors 8 11,265.7 9,179.7
Cash and Bank Balances 9 2,015.3 777.7
Loans and Advances 10 4,758.6 2,779.7
27,754.5 22,308.7
Less: Current Liabilities and Provisions 11
Current Liabilities 9,649.4 10,334.8
Provisions 2,243.1 1,827.1
11,892.5 12,161.9
Net Current Assets 15,862.0 10,146.8
TOTAL 38,962.1 28,010.6
Significant Accounting Policies and Notes to Accounts 18
In terms of our report attached
For Deloitte Haskins & Sells For Lupin Limited
Chartered Accountants
M. S. Dharmadhikari Dr. Desh Bandhu Gupta Dr. Kamal K. Sharma M. D. Gupta
Partner Chairman Managing Director Executive Director
Nilesh Gupta D. K. Contractor Vinita Gupta
Executive Director Director Director
K. V. Kamath Dr. Vijay Kelkar Dr. K. U. Mada
Director Director Director
Sunil Nair R. A. Shah Richard Zahn
Director Director Director
124
Consolidated Profit and Loss Account
For the year ended March 31, 2010
Current Previous
Year ended Year ended
31.03.2010 31.03.2009
Rs. in million Rs. in million
A. Cash Flow from Operating Activities
Net Profit before Tax and Minority Interest and Share of Loss in Associates 8,356.9 6,060.4
Adjustments for:
Depreciation and Amortisation 1,239.1 879.9
Loss on sale/discard of Fixed Assets (net) 86.1 37.3
Interest and Finance Charges 384.9 498.6
Profit on sale of Current Investments - Non trade - (0.4)
Profit on sale of Long Term Investments - Trade (1.8) -
Interest on Long Term Investments - Non Trade - (0.2)
Interest on Deposits with Banks (2.7) (37.1)
Dividend on Long Term Investment - Trade
[31.03.2010 Rs. 4,410/- , 31.03.2009 Rs. 33,820/-]
Dividend on Long Term Investments - Non Trade (0.8) (0.6)
Dividend on Current Investments - Non Trade - (1.7)
Provision for doubtful debts 34.0 24.1
Employee share based payment cost 4.7 0.7
Profit on sale of Subsidiary [Refer note no. 22 of Schedule 18(B)] (90.9) -
Provision for Diminution in value of Long Term Investments - 1.5
Provision for Diminution in value of Long Term Investments written back - (0.5)
Exchange difference on transactions / translation (net) (252.2) 29.2
Net unrealised exchange difference during the year (Refer note 1 below) 42.9 11.3
Operating Profit before Working Capital Changes 9,800.2 7,502.5
Adjustments for:
Trade and other Receivables (3,113.4) (2,012.2)
Inventories (279.7) (1,283.4)
Trade Payables 2,026.9 1,556.7
Cash Generated from Operations 8,434.0 5,763.6
Direct Taxes paid (net) (1,672.4) (916.1)
Fringe Benefit Tax paid 2.5 (152.1)
Net Cash Generated from Operating Activities 6,764.1 4,695.4
B. Cash Flow from Investing Activities
Additions to Fixed Assets/Capital Work-in-Progress/Intangible Assets (6,708.5) (3,399.1)
Sale of Fixed Assets 16.8 12.1
Purchase of Investments (29.3) (1,534.3)
Sale of Investments 2.0 1,351.5
Loans given to an associate (83.8) -
Consideration for acquisition of subsidiary companies - (1,566.0)
Interest on Long Term Investments - Non Trade - 0.2
Dividend on Long Term Investment - Trade
[31.03.2010 Rs. 4,410/- , 31.03.2009 Rs. 33,820/-]
Dividend on Long Term Investments - Non Trade 0.8 0.6
Dividend on Current Investments - Non Trade - 1.7
Interest on Deposits with Banks 2.7 37.1
Net Cash used in Investing Activities (6,799.3) (5,096.2)
126
Current Previous
Year ended Year ended
31.03.2010 31.03.2009
Rs. in million Rs. in million
C. Cash Flow from Financing Activities
Proceeds from / (Repayments) of Borrowings (net) 2,972.7 (246.4)
Repayments of Foreign Currency Convertible Bonds (64.7) -
Premium on repayment of Foreign Currency Convertible Bonds (12.6) -
Issue of Equity Shares (ESOPs) 3.0 1.7
Securities Premium Received (net) (ESOPs) 104.4 51.9
Interest and finance charges paid (net) (379.2) (496.1)
Dividend paid (1,081.0) (841.0)
Corporate Dividend Tax paid (181.3) (141.6)
Net Cash Generated / (used in) from Financing Activities 1,361.3 (1,671.5)
Net increase / (decrease) in Cash and Cash Equivalents 1,326.1 (2,072.3)
Cash and Cash equivalents as at the beginning of the year 680.8 2,706.6
Cash and Cash equivalents taken over of subsidiary companies
on acquisition - 46.5
Cash and Cash equivalents transferred on sale of investment in
subsidiary company [Refer note no. 22 of Schedule 18(B)] (24.6) -
Cash and Cash equivalents as at the end of the year 1,982.3 680.8
Notes :
1. Cash and Cash equivalents include
Cash and Bank Balances (Refer Schedule 9) 2,015.3 777.7
Unrealised (gain) on foreign currency cash and cash equivalents (33.0) (96.9)
Total Cash and Cash equivalents 1,982.3 680.8
Net unrealised exchange difference during the year debited to
Profit and Loss Account 42.9 11.3
2. Rs. 6.7 million (previous year Rs. 3.8 million) being deposits under lien lodged with banks as margin money
not readily available to the Company.
3. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting
Standard 3 (AS-3), "Cash Flow Statement".
4. Previous year figures have been regrouped wherever necessary.
128
As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 2 - RESERVES AND SURPLUS
Capital Reserve
- Investment Subsidies from Central Government
Balance as per last Balance Sheet 1.0 1.0
- Investment Subsidies from State Government
Balance as per last Balance Sheet 8.2 8.2
- On restructuring of capital of the Company under the Scheme
of Amalgamation
Balance as per last Balance Sheet 254.7 254.7
263.9 263.9
General Reserve
Balance as per last Balance Sheet 7,015.4 5,515.4
Add: Transferred from Profit and Loss Account 1,500.0 1,500.0
8,515.4 7,015.4
Amalgamation Reserve
Balance as per last Balance Sheet 317.9 317.9
As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 4 - UNSECURED LOANS
Bonds 423.2 368.7
Foreign Currency Term Loans from Banks 1,174.5 496.9
Foreign Currency Convertible Bonds - 3,363.1
[Refer Note no. 15 of Schedule 18(B)]
Working Capital Loans from Banks (Refer note 1 below) 645.4 -
Other Loans:
a) Sales Tax Deferment Loan - Government of Maharashtra 63.0 64.8
b) Loans from Council for Scientific and Industrial Research, 370.0 370.0
Department of Science and Technology, Government of India
TOTAL 2,676.1 4,663.5
Notes :
1. Working Capital Loans from Banks include Foreign currency loans of
Rs. 645.4 million (previous year Rs. nil)
2. Amounts due within a year
a) Bonds 240.5 111.2
b) Term Loans from Banks 241.2 267.4
c) Other loans (Sales Tax Deferment Loan - Government of Maharashtra) 2.0 0.2
130
SCHEDULE 5 - FIXED ASSETS (Rs. in million)
131
Particulars Gross Block Depreciation and Amortisation Net Block
As at Additions on Additions Deductions/ As at Up to Additions on For the Deductions/ Upto As at As at
April 01, acquisition of Adjustments March 31, March 31, acquistion of Year Adjustments March 31, March 31, March 31,
2009 subsidiary 2010 2009 subsidiary 2010 2010 2009
companies companies
A) Owned Assets
Free Hold Land 789.3 - 24.5 49.8 764.0 - - - - - 764.0 789.3
Lease Hold Land 235.1 - 166.4 - 401.5 20.8 - 6.1 - 26.9* 374.6 214.3
Buildings 4,084.0 - 721.9 65.3 4,740.6 1,032.6 - 133.6 37.8 1,128.4 3,612.2 3,051.4
Plant , Machinery and Equipments 12,097.4 - 2,401.2 390.4 14,108.2 4,603.5 - 828.1 268.5 5,163.1 8,945.1 7,493.9
Furniture and Fixtures 329.0 - 110.8 5.5 434.3 147.0 - 30.3 4.2 173.1 261.2 182.0
Vehicles 52.4 - 31.2 9.7 73.9 26.5 - 7.4 17.3 16.6 57.3 25.9
Intangible Assets - Acquired :
- Goodwill 10.0 - - 10.0 - 10.0 - - 10.0 - - -
- Computer softwares 100.0 - 39.9 3.5 136.4 89.7 - 12.3 2.7 99.3 37.1 10.3
- Trademarks and Licences 10.1 - - - 10.1 8.8 - 0.5 0.1 9.2 0.9 1.3
- Dossiers and Marketing Rights 365.7 - 1,919.7 193.8 2,091.6 220.3 - 200.5 26.1 394.7 1,696.9 145.4
B) Assets Under Finance Lease
Plant , Machinery and Equipment 85.6 - 59.2 9.2 135.6 11.4 - 16.0 1.7 25.7 109.9 74.2
Vehicles 41.7 - 1.4 2.2 40.9 17.7 - 8.3 (9.2) 35.2 5.7 24.0
TOTAL 18,200.3 - 5,476.2 739.4 22,937.1 6,188.3 - 1,243.1 359.2 7,072.2 15,864.9 12,012.0
Previous Year 14,858.8 487.5 2,213.3 (640.7) 18,200.3 4,697.5 263.6 883.4 (343.8) 6,188.3 12,012.0
Capital Work-in-Progress 3,578.7 2,239.7
TOTAL 19,443.6 14,251.7
* Amounts written off in respect of leasehold land for the period of lease which (Rs.in million)
has expired. Note no. 4 (Contd.) 2009-10 2008-09
Notes : Particulars Gross Block Depreciation Gross Block Depreciation
1. Cost of Buildings includes cost of shares in co-operative societies of Rs. 1,000/- Free Hold Land 49.8 - (153.0) -
(previous year Rs. 1,000/-). Buildings 59.6 36.6 (155.0) (81.9)
Plant, Machinery and Equipments 145.5 112.2 (435.7) (334.3)
2. Capital work-in-progress includes capital advances paid, machinery under Furniture and Fixtures 3.5 3.5 (9.6) (8.4)
installation/in transit and construction and erection materials (including those Vehicles 1.0 0.9 (0.4) (0.4)
lying with contractors) Manufacturing Knowhow/Product Marketing Rights and Intangible Assets
pre-operative expenses. [ Refer Note no. 4 (a) and (b) in Schedule 18(B)] -Goodwill - - 1.1 0.4
3. Additions to Fixed Assets include items of fixed assets aggregating Rs. 741.9 -Computer software 3.4 2.5 (7.5) (5.3)
-Trademark and Licences # 0.1 (6.2) (5.8)
million (previous year Rs. 458.1 million) located at Research and Development -Dossiers/Marketing rights 186.1 24.6 (40.9) (34.6)
centres of the Company. Plant, Machinery and Equipments
4. Adjustments from the Gross Block and Depreciation and Amortisation includes under finance lease 11.4 2.6 (8.9) (1.2)
adjustments on account of exchange loss / (gain) (net) on translation into INR Total 460.3 183.0 (816.1) (471.5)
in respect of the non-integral foreign operations of the group. # Rs. 2,591/-
5. Depreciation for the year includes Rs. 4.0 million (previous year Rs. 3.5 million) being depreciation
132
Face As at As at
Number Value 31.03.2010 31.03.2009
Rs. in million Rs. in million Rs. in million
- Risona Holdings, Japan 4,100 10.0 10.7
(4,100)
60.7 65.0
Less: Provision for diminution in 32.5 33.5
value of investments
28.2 31.5
3. In Bonds
- DWS Top 50 - EURO - 0.3
(35.39) 104.23
- Lingohr-Systematik - EURO - 0.4
(62.94) 88.65
- Allianz-dit BRIC - EURO - 0.2
(23.43) 157.49
- First Private Europa - EURO - 0.4
(82.59) 67.56
- 1.3
TOTAL 264.3 215.6
Notes :-
1) a) Quoted Investments : Aggregate Cost/Carrying Value 28.2 32.8
: Aggregate Market/Repurchase Value of Shares/Bonds 28.2 32.2
b) Unquoted Investments : Aggregate Cost/Carrying Value 236.1 182.8
2) 38,480 shares of Senshu Ikeda Holdings were received in exchange of 2,080 shares of Ikeda Bank.
3) All the Investments in shares/bonds are fully paid up.
As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 7 - INVENTORIES
Stock-in-trade
- Raw and Packing Materials 3,089.3 3,141.6
- Work-in-Process 2,062.4 2,147.6
- Finished Goods (including Traded Goods) 4,390.6 4,113.1
Consumable Stores, Spares and Fuel 172.6 169.3
TOTAL 9,714.9 9,571.6
134
As at As at
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 11 - CURRENT LIABILITIES AND PROVISIONS
Current Liabilities
Acceptances 1,733.0 1,265.1
Sundry Creditors
- Total outstanding dues of Micro Enterprises and Small Enterprises 88.5 65.8
[Refer note no. 19 of Schedule 18(B)]
- Total outstanding dues of creditors other than Micro Enterprises
and Small Enterprises 6,999.7 5,771.6
Other Liabilities (Refer note below) 762.1 3,172.9
Interest Accrued but not due on loans 52.1 45.9
Unclaimed Dividend * 11.1 9.4
Unclaimed Matured Fixed Deposits * 1.9 2.7
Unclaimed Interest Warrants * 1.0 1.4
* There are no amounts due and outstanding to be credited to
Investor Education and Protection Fund
9,649.4 10,334.8
Note :
Other Liabilities includes fair value of foreign exchange forward,
currency option and interest rate swap contracts Rs. 538.0 million
(previous year Rs. 2971.3 million).
Provisions
For Gratuity 33.2 23.0
For Other Retirement Benefits 88.0 53.4
For Compensated Absences 251.3 194.3
For Taxation (including Wealth Tax) (net of Advance Tax) 381.3 332.2
For Proposed Dividend on Equity Shares 1,224.7 1,035.3
For Corporate Tax on Dividend 205.5 175.9
For Other Provisions [Refer note no. 20 of schedule 18(B)] 59.1 13.0
2,243.1 1,827.1
TOTAL 11,892.5 12,161.9
Current Previous
Year Ended Year Ended
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 12 - OTHER OPERATING INCOME
Export Benefits and other Incentives 249.4 345.8
Income from Research Services 251.0 111.8
Income from Product Registration Services (Dossiers) 80.1 79.3
Service Charges 332.4 212.6
Insurance Claims 41.0 12.0
Compensation Received 58.1 2.1
Credit balances written back 12.6 4.1
Exchange Rate Difference (net) - 79.4
Exchange Rate Difference on translation (net) 209.1 -
Miscellaneous Income 69.0 60.5
TOTAL 1,302.7 907.6
136
Current Previous
Year Ended Year Ended
31.03.2010 31.03.2009
Rs. in million Rs. in million
SCHEDULE 16 - MANUFACTURING AND OTHER EXPENSES
Processing Charges 524.4 372.0
Consumable Stores and Spares 1,094.2 898.6
Repairs and Maintenance:
- Buildings 144.6 94.5
- Plant and Machinery 305.1 234.7
- Others 223.0 126.6
Rent 266.3 213.9
Rates and Taxes 114.8 69.9
Insurance 181.8 136.5
Power and Fuel 1,546.6 1,391.1
Contract Labour Charges 287.5 224.8
Excise Duty (net) 77.6 (2.2)
Selling and Promotion Expenses 3,042.7 2,278.1
Commission, Brokerage and Discounts 774.1 656.5
[Including cash discount of Rs. 5.5 million (previous year Rs. 4.8 million)]
Freight and Forwarding 652.9 610.2
Lease Rent and Hire Charges 140.1 110.4
Postage and Telephone Expenses 157.7 134.8
Travelling and Conveyance 842.7 629.1
Legal and Professional Charges 847.2 494.2
[Net of recoveries of Rs. 143.6 million (previous year Rs. 152.2 million)].
Donations 100.4 52.6
Clinical and Analytical Charges 863.7 662.2
Loss on Sale/Discard of Fixed Assets (net) 86.1 37.3
Bad Debts/Advances written off 6.9 18.1
Provision for Doubtful Debts 34.0 24.1
Provision for diminution in value of long term investment - 1.5
Directors Sitting Fees 1.2 0.7
Exchange Rate Difference on translation (net) - 257.2
Exchange Rate Difference (net) 152.1 -
Miscellaneous Expenses 835.6 631.8
(includes Printing and Stationery, Vehicle Expenses,
Product Registration Fees, Audit Fees, etc.)
TOTAL 13,303.3 10,359.2
138
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
d) Fixed Assets:
Fixed Assets are stated at cost net of cenvat, less accumulated depreciation and accumulated impairment
losses, if any. Cost includes directly attributable cost of bringing the assets to their working conditions for
their intended use.
e) Intangible Assets:
Intangible Assets are recognised only if it is probable that the future economic benefits that are attributable
to the assets will flow to the enterprise and the cost of the assets can be measured reliably. The Intangible
Assets are recorded at cost and are carried at cost less accumulated amortisation and accumulated
impairment losses, if any.
f) Foreign Currency Transactions / Translation:
i) Transactions in foreign currency are recorded at the original rate of exchange in force at the time
transactions are effected.
ii) Exchange difference arising on settlements during the year of short term monetary items denominated
in foreign currency; and exchange difference arising on the reporting of short term monetary items
denominated in foreign currency which are outstanding at the year-end using the exchange rates
prevailing at the balance sheet date, are recognized in the Profit and Loss Account.
iii) In terms of the Notification relating to AS 11 issued by the Ministry of Corporate Affairs in March 2009:
a) The exchange difference arising on reporting of the "Long Term Foreign Currency Monetary
Items" at the rates different from those at which they were initially recorded during the period or
reported in the previous financial statements and the exchange difference on settlement of such
items, in so far as such items relate to the acquisition of a depreciable capital asset, are added or
deducted as the case may be, from the cost of the respective asset and depreciated over the
balance life of those assets and
b) In other cases, these are accumulated in a "Foreign Currency Monetary Item Translation Difference
Account" and amortised over the balance period of such long term asset/liability but not beyond
31st March, 2011.
iv) In case of forward exchange contracts entered into to hedge the foreign currency exposure in respect of
short term monetary items, the difference between the exchange rate on the date of such contracts and
the year end rate is recognized in the Profit and Loss Account. Any profit/loss arising on cancellation of
forward exchange contract is recognized as income or expense of the year. Premium/discount arising on
such forward exchange contracts is amortised as income/expense over the life of contract.
v) Foreign offices/branches:
In respect of the foreign offices/branches of the Company, which are integral foreign operations, all
revenues and expenses (except depreciation) during the year are reported at average rate. Monetary
assets and liabilities are restated at the year-end exchange rate. Non monetary assets and liabilities are
stated at the rate prevailing on the date of the transaction. Net gain/loss on foreign currency translation
is recognised in the Profit and Loss Account.
vi) Foreign Subsidiaries:
In case of foreign subsidiaries, the local accounts are maintained in their local currency. The financial
statements of the subsidiaries, whose operations are integral foreign operations for the Company, have
been translated to Indian Rupees on the following basis:
i) All income and expenses are translated at the average rate of exchange prevailing during the year.
ii) Monetary assets and liabilities are translated at the closing rate on the Balance Sheet date.
iii) Non monetary assets and liabilities are translated at historical rates.
iv) The resulting exchange difference is accounted in 'Exchange Rate Difference on Translation
Account' and is charged/credited to the Profit and Loss Account.
The financial statements of subsidiaries, whose operations are non integral foreign operations for the
Company, have been translated to Indian Rupees on the following basis:
i) All income and expenses are translated at the average rate of exchange prevailing during the year.
ii) Monetary and non monetary assets and liabilities are translated at the closing rate on the Balance Sheet date.
iii) The resulting exchange difference is accounted in 'Foreign Currency Translation Reserve' and
carried in the Balance Sheet.
139 LUPIN Annual Report 2010
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
140
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
i) The Company
n) Employee Benefits :
a) Post Employment Benefits and Other Long Term Benefits:
i) Defined Contribution Plan:
Contribution for the year paid/payable to defined contribution retirement benefit schemes are
charged to Profit and Loss Account.
ii) Defined Benefit and Other Long Term Benefit Plans:
Liabilities towards defined benefit plans and other long term benefits viz. gratuity and compensated
absences expected to occur after twelve months, are determined using the Projected Unit Credit
Method. Actuarial valuations under the Projected Unit Credit Method are carried out at the balance
sheet date. Actuarial gains and losses are recognised in the Profit and Loss Account in the period of
occurrence of such gains and losses. Past service cost is recognised immediately to the extent
benefits are vested, otherwise it is amortised on straight-line basis over the remaining average
period until the benefits become vested.
The retirement benefit obligation recognised in the Balance Sheet represents the present value of the
defined benefit obligation as adjusted for unrecognised past service cost, and as reduced by the fair
value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the
present value of available refunds and reductions in future contributions to the scheme.
b) Short-Term Employee Benefits:
Short-term employee benefits expected to be paid in exchange for the services rendered by employees
are recognised undiscounted during the period employee renders services. These benefits include
performance incentives.
c) Employee Termination Benefits Costs:
Compensation to employees who have opted for retirement under the Voluntary Retirement Scheme of
the Company is charged to the Profit and Loss Account in the year of exercise of option by the employees.
o) Taxes on Income:
Income Taxes are accounted for in accordance with Accounting Standard 22 (AS- 22) "Accounting for Taxes
on Income". Tax expense comprises both Current Tax and Deferred Tax. Current tax is measured at the
amount expected to be paid or recovered from the tax authorities using the applicable tax rates.
142
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
Minimum Alternate Tax (MAT) credit entitlement is recognized as an asset by crediting the Profit and Loss
Account and disclosing an equivalent amount as an asset under 'Loans and Advances' in accordance with
guidance note on "Accounting for Credit Available in respect of Minimum Alternate Tax under the Income
Tax Act, 1961" issued by the Institute of Chartered Accountants of India.
Deferred Tax assets and liabilities are recognised for future tax consequence attributable to timing differences
between taxable income and accounting income that are measured at relevant enacted or substantively
enacted tax rates. At each Balance Sheet date the Company reassesses unrecognised deferred tax assets, to the
extent they become reasonably certain or virtually certain of realisation, as the case may be.
The deferred tax assets and deferred tax liabilities are off set if -
i) there exists a legally enforceable right to set off the assets against liabilities representing current tax and
ii) the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same
governing taxation laws.
p) Fringe Benefit Tax:
Fringe Benefit Tax was recognised by the Company and Indian subsidiaries in accordance with the relevant
provision of the Income Tax Act, 1961 and the Guidance Note on Fringe Benefits Tax issued by The Institute
of Chartered Accountants of India.
q) Operating Leases:
Assets taken on lease under which all risks and rewards of ownership are effectively retained by the lessor
are classified as operating lease. Lease payments under operating leases are recognised as expenses on
accrual basis in accordance with the respective lease agreements.
r) Finance Leases:
Assets acquired under lease where the Company has substantially all the risks and rewards of ownership are
classified as finance leases. Such assets are capitalised at the inception of the lease at the lower of the fair
value or the present value of minimum lease payments and a liability is created for an equivalent amount.
The rent obligations net of interest charges are reflected as secured loans.
s) Provisions, Contingent Liabilities and Contingent Assets:
Provisions involving substantial degree of estimation in measurement are recognised when there is a
present obligation as a result of past events and it is probable that there will be an outflow of resources.
Contingent Liabilities are not recognised but are disclosed in the Notes to Accounts. Contingent Assets are
neither recognised nor disclosed in the financial statements.
t) Borrowing Costs:
Borrowing costs attributable to the acquisition or construction of qualifying assets are capitalised as part of
the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get
ready for its intended use. All other borrowing costs are charged to revenue.
u) Stock based Compensation:
The compensation cost of stock options granted to employees is measured by the intrinsic value method,
i.e. the difference between the market price of the Company's shares on the date of the grant of options and
the exercise price to be paid by the option holders. The compensation cost if any, is amortised uniformly
over the vesting period of the options.
v) Government Grants:
Government grants are accounted when there is reasonable assurance that the enterprise will comply with
the conditions attached to them and it is reasonably certain that the ultimate collection will be made.
Capital grants relating to specific fixed assets are reduced from the gross value of the respective fixed assets.
Revenue grants are recognised in the Profit and Loss Account.
w) Research and Development :
Revenue Expenditure incurred on research and development is charged to the respective heads in the
Profit and Loss Account, in the year it is incurred and Capital Expenditure there on is included in the
respective heads under Fixed Assets.
x) Impairment of assets:
An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value. An
impairment loss is charged to Profit and Loss account in the year in which an asset is identified as impaired.
The impairment loss recognised in prior accounting periods is reversed if there has been a change in the
estimate of recoverable amount.
1. The Consolidated Financial Statements present the consolidated accounts of Lupin Limited ("the
Company") and the following subsidiaries and associates:
The consolidated accounts thus include the results of the aforesaid subsidiaries and associates and there are no
other body corporate/entities, where the Company holds more than 50% of the share capital or where the
Company can control the composition of the Board of Directors/Governing Bodies of such Companies/Entities,
where the holding may be less than 50%.
2. Estimated amount of contracts remaining to be executed on capital account and not provided for, net of
advances, Rs. 907.1 Million (previous year Rs. 1147.5 Million).
144
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
3. Contingent Liabilities:
(Rs. in million)
As at As at
31.03.2010 31.03.2009
a) Income tax demands/matters in respect of earlier years, 107.8 46.9
pending in appeals [including Rs. 90.3 million (previous year
Rs. nil ) consequent to department preferring appeals against
the orders of the Appellate Authorities passed in favour of the
Company]. Amount paid thereagainst and included under
Schedule 10 "Advances recoverable in cash or in kind" Rs. 17.5
million (previous year Rs. 38.0 million).
b) Excise duty, Sales tax, Service tax demands disputed in appeals 197.1 120.8
and pending decisions. Amount paid thereagainst and
included under Schedule 10 Rs. 18.9 million (previous year
Rs. 14.8 million).
259.2 299.1
c) Claims against the Company not acknowledged as debts
(excluding interest (amount unascertained) in respect of a
claim) Amount paid thereagainst without admitting liability
and included under Schedule 10 Rs. 76.5 million (previous year
Rs. 64.2 million).
4. a) Pre-operative expenses, included in Capital Work in Progress (Schedule 5) represent the expenses
incurred for projects, which are yet to be commissioned. The details of the pre-operative expenses are:
(Rs. in million)
Particulars 2009-2010 2008-2009
Opening balance 13.5 9.0
Incurred during the current year :
Salaries, allowances and contribution to funds 22.9 19.6
Professional fees 0.1 0.5
Travelling expenses 1.7 3.4
Others 9.6 2.1
Total 47.8 34.6
Less : Capitalised during the year 35.1 21.1
Closing balance 12.7 13.5
b) One of the Indian subsidiary is setting up a plant in a Special Economic Zone at Pithampur, Indore,
Madhya Pradesh.
i) The expenditure incurred during the construction period and directly attributable to the project is
classified as "Project Development Expenditure". Such expenses will be apportioned to the cost of
the respective fixed assets on commissioning of the plant. Necessary details as per part II of Schedule
VI of the Companies Act, 1956 have been disclosed below:
Project Development Expenditure (included under Capital Work-in-Progress):
(Rs. in million)
Particulars 2009-2010 2008-2009
Opening Balance 55.4 8.7
Payments to and Provisions for Employees
- Salaries, Wages and Bonus 2.6 5.7
- Contribution to Provident Fund, Gratuity Fund and Other Funds, etc. 0.2 0.2
- Employee Welfare and Other Amenities 0.3 0.8
Rent - 0.6
Rates and Taxes (31.03.2009 Rs. 2500/-) -
Insurance - 0.3
Lease Rent and Hire Charges 4.8 13.5
Printing and Stationery (31.03.2010 Rs. 26,879/-) 0.9
License and Registration - 0.3
Maintenance Charges 1.5 6.0
Travelling and Conveyance Expenses 0.1 1.3
Legal and Professional Fees 0.9 3.6
Depreciation 4.0 3.5
Power and Fuel 4.7 4.3
Miscellaneous Expenses 3.5 5.7
Closing Balance 78.0 55.4
ii) Research and Development expenditure debited to Profit and Loss Account aggregating Rs. 233.1
million (previous year Rs. 85 million) included in the various expenditure heads in the Profit and Loss
account being costs incurred by the said subsidiary company on various stability testing, test runs
and experimental production of exhibit batches of various products which the company may
manufacture on successful commissioning of the plant for commercial production and upon
obtaining necessary regulatory approvals.
5. (i) The current tax in respect of foreign subsidiaries has been computed considering the applicable tax laws and tax
rates of the respective countries, as certified by the local tax consultants/local management of the said subsidiary.
(ii) The Deferred Tax Assets/ Liabilities arising out of significant timing differences are as under:
a) Break-up of net deferred tax liabilities :
i) Company and an Indian subsidiary : (Rs. in million)
As at As at
Particulars 31.03.2010 31.03.2009
Deferred Tax Liabilities:
Depreciation (1822.5) (1556.5)
Other timing differences (4.8) -
Deferred Tax Assets:
Provision for doubtful debts and advances 25.4 20.3
FCCB issue expenses - 6.0
VRS Compensation 87.7 100.0
Other timing differences 84.1 43.0
Net Deferred Tax Liabilities (1630.1) (1387.2)
146
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
Total deferred tax liabilities (Net) as referred in (i) to (ii) above aggregate to Rs. 1630.4 million
b) Break-up of net deferred tax assets:
i) Lupin Pharmaceutical Inc., USA
(Rs. in million)
Ast at As at
Particulars 31.03.2010 31.03.2009
Deferred Tax Liabilities:
Depreciation (1.1) (0.8)
Prepaid Expenses (9.1) (11.9)
Deferred Tax Assets:
Provision for Price Differential 4.9 4.5
Provision for Sales Return 43.6 31.0
Provision for Expenses - 13.4
Other timing differences 0.6 6.3
Net Deferred Tax Assets 38.9 42.5
Total deferred tax assets (Net) as referred in (i) to (iii) above aggregate to Rs. 195.4 million
c) On the basis of current tax computation as referred to in note 5(i) above, there are no timing differences
and hence no deferred tax assets/liabilities in respect of the other subsidiaries.
6. Segment Reporting :
i) Primary segment :
The Company is exclusively in the Pharmaceutical business segment and has only one reportable
business segment.
ii) Secondary segment data:
(Rs. in million)
India Outside India Total
Particulars 2009-2010 2008-2009 2009-2010 2008-2009 2009-2010 2008-2009
Revenue by Geographical Segment 15604.4 13142.0 33103.5 25524.4 48707.9 38666.4
Carrying amount of Segment Assets 26637.4 23134.7 22716.3 16162.4 49353.7 39297.1
Capital Expenditure 4520.5 3252.8 2294.7 1761.8 6815.2 5014.6
Notes :
a) The segment revenue in geographical segments considered for disclosure is as follows :
- Revenue within India includes sales to customers located within India and other operating income
earned in India.
- Revenue outside India includes sales to customers located outside India and other operating income
outside India.
b) Segment revenue comprises:
(Rs. in million)
India Outside India Total
Particulars 2009-2010 2008-2009 2009-2010 2008-2009 2009-2010 2008-2009
Sales (net of excise duty) 15438.7 13057.7 31966.5 24701.1 47405.2 37758.8
Other Operating Income 165.7 84.3 1137.0 823.3 1302.7 907.6
Total Revenue 15604.4 13142.0 33103.5 25524.4 48707.9 38666.4
148
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
8. Managerial Remuneration:
(Rs. in million)
Particulars 2009-2010 2008-2009
Salary and Allowances 101.1 70.1
Contribution to Provident and Other Funds 10.7 7.2
Perquisites 8.5 2.6
Commission to Whole time Director 70.0 47.3
Commission to Non Executive Directors 5.0 2.5
Sitting fees to Non Executive Directors 0.8 0.7
TOTAL 196.1 130.4
Notes :
i) Above amount does not include remuneration of Rs. 175.8 million (previous year Rs. 131.5 million) paid
by the subsidiary companies to its directors.
ii) Remuneration for the current year includes increased remuneration of the Managing Director and an
Executive Director of the Company w.e.f. 1st July 2009 in accordance with the Shareholder's resolutions.
iii) The provision for gratuity and compensated absences is made on the basis of actuarial valuation, for all
the employees of the Company, including for the managerial personnel. Proportionate amount of
gratuity and compensated absences is not included in the above disclosure, since the exact amount is
not ascertainable.
9. a) The Company procures on lease equipments, vehicles and office premises under operating leases.
These rentals recognised in the Profit and Loss Account for the year are Rs. 119.1 million (previous year
Rs. 59.6 million). The future minimum lease payments and payment profile of non cancellable operating
leases are as under:
(Rs. in million)
2009-2010 2008-2009
Not later than one year 108.5 77.7
Later than one year but not later than five years 213.6 102.0
Later than five years 8.3 7.8
TOTAL 330.4 187.5
b) Subsidiary companies at Japan, South Africa and Philippines have future obligations under finance
lease for procurement of Plant, Machinery, Equipments and Vehicles which are payable as under:
(Rs. in million)
2009-2010
Present Value Future Minimum
of minimum Interest lease
lease payment cost payment
Not later than one year 28.8 4.3 33.1
(20.0) (4.2) (24.2)
Later than one year but not later than five years 93.5 8.3 101.8
(62.0) (5.7) (67.7)
Later than five years 8.4 0.4 8.8
(12.9) (0.3) (13.2)
TOTAL 130.7 13.0 143.7
(94.9) (10.2) (105.1)
Note:
Previous year figures are given in bracket.
150
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
b) The Company has followed the intrinsic value based method of accounting for stock options granted
after April 1, 2005 based on Guidance Note on Accounting for Employee Share-based Payments, issued
by the Institute of Chartered Accountants of India. Had the compensation cost for the Company's stock
based compensation plans been determined in the manner consistent with the fair value approach as
described in the said Guidance Note, the Company's net income would be lower by Rs. 52.5 million
(previous year Rs. 57.8 million) and earnings per share as reported would be lower as indicated below:
(Rs. in million)
Particulars Year Ended Year Ended
March 31, 2010 March 31, 2009
Net profit as reported 6816.3 5015.4
Less: Total stock-based employee compensation expense
determined under fair value based method 57.2 58.5
Add: Total stock-based employee compensation expense
determined under intrinsic value based method 4.7 0.7
Adjusted net profit 6763.8 4957.6
Basic earnings per share
- As reported (in Rs.) 79.18 60.84
- Adjusted (in Rs.) 78.57 60.13
Diluted earnings per share
- As reported (in Rs.) 77.81 60.22
- Adjusted (in Rs.) 77.21 59.53
The fair value of each option granted during the year is estimated on the date of grant based on the
following assumptions:
Particulars Grant dated Grant dated Grant dated Grant dated Grant dated
September 22, January 29, May 29, September 22, November 4,
2009 from 2010 from 2009 from 2009 from 2009 from
ESOP 2003 plan ESOP 2003 plan ESOP 2005 plan ESOP 2005 plan ESOP 2005 plan
Dividend yield (%) 1.29 1.29 1.29 1.29 1.29
Expected life (years) 6.45 6.45 6.45 6.45 5.5
Risk free interest rate (%) 7.14 7.49 6.66 7.14 7.08
Volatility (%) 40.95 39.87 41.83 40.95 38.79
152
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
The following table sets out the status of the gratuity plan and the amounts recognised in the Company's
financial statements as at the Balance Sheet date:
(Rs. in million)
Sr. Particulars Gratuity (Funded)
No. As on 31.03.2010 As on 31.03.2009
I) Reconciliation in present value of obligations (PVO)
- defined benefit obligation:
Current service cost 22.4 18.5
Interest cost 15.3 15.1
Actuarial loss 34.3 23.9
Benefits paid (11.9) (51.1)
Past service cost - -
PVO at the beginning of the year 193.1 186.7
PVO at end of the year 253.2 193.1
II) Change in fair value of plan assets:
Expected return on plan assets 18.5 16.0
Actuarial gain - 1.9
Contributions by the employer 43.3 23.2
Benefits paid (11.9) (51.1)
Fair value of plan assets at beginning of the year 170.1 180.1
Fair value of plan assets at end of the year 220.0 170.1
III) Reconciliation of PVO and fair value of plan assets:
PVO at end of year 253.2 193.1
Fair Value of planned assets at end of year 220.0 170.1
Funded status (33.2) (23.0)
Unrecognised actuarial gain/(loss) - -
Net liability recognised in the balance sheet (33.2) (23.0)
IV) Net cost for the year ended March 31, 2010:
Current service cost 22.4 18.5
Interest cost 15.3 15.1
Expected return on plan assets (18.5) (16.0)
Actuarial loss 34.3 22.0
Net cost 53.5 39.6
V) Category of assets as at March 31, 2010:
Insurer Managed Funds (100%) 220.0 170.1
(Fund is Managed by LIC of India as per IRDA
guidelines, category wise composition of the Plan
Assets is not available)
VI) Actual return on the plan assets 18.5 16.0
VII) Assumption used in accounting for the gratuity plan:
Discount rate (%) 8.0 7.0 to 8.0
Salary escalation rate (%) 6.0 5.0 to 7.0
Expected rate of return on plan assets (%) 9.5 9.0 to 9.1
b) Kyowa Pharmaceutical Industry Co., Ltd., Japan
The Company's subsidiary at Japan has retirement and pension plans to cover all its employees. The plans
consist of a defined benefit pension plan and a lump sum payment plan.
Under the plans, employees are entitled to benefits based on level of salaries, length of service and certain
other factors at the time of retirement or termination.
The Company makes annual contributions to a private bank to fund defined benefit pension plan for
qualifying employees.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for
retirement benefits, for all employees other than directors, were carried out as at March 31, 2010. The present
value of the defined benefit obligations and the related current service cost and past service cost, were
measured using the Projected Unit Credit Method.
Retirement allowances for directors are provided for liability of the amount that would be required if all
directors retired at the balance sheet date.
The following table sets out the status of the retirement plan and the amounts recognised in the Company's
financial statements as at March 31, 2010.
(Rs. in million)
Sr. No. Particulars Lump sum Pension Lump sum Pension
Retirement Benefits Retirement Benefits
Benefits (funded) Benefits (funded)
(non funded) (non funded)
As on 31.03.2010 As on 31.03.2009
I) Reconciliation in present value of obligations (PVO)
- defined benefit obligation:
Current Service Cost 9.5 2.7 8.4 2.3
Interest Cost 1.2 0.6 0.9 0.5
Actuarial loss/(gain) 5.2 0.3 (2.7) (0.3)
Benefits paid (9.2) (0.9) (4.0) (0.7)
Past service cost - - - -
Foreign exchange translation difference (4.6) (2.5) 13.4 7.3
PVO at the beginning of the year 62.3 34.2 46.3 25.1
PVO at end of the year 64.4 34.4 62.3 34.2
II) Change in fair value of plan assets:
Expected return on plan assets - 1.2 - 1.1
Actuarial loss / (gain) - 5.2 - (12.0)
Contributions by the employer - 5.5 - 4.9
Benefits paid - (0.9) - (0.7)
Foreign exchange translation difference - (3.6) - 10.3
Fair value of plan assets at beginning of the year - 43.1 - 39.5
Fair value of plan assets at end of the year - 50.5 - 43.1
III) Reconciliation of PVO and fair value of plan assets:
PVO at end of year 64.4 34.4 62.3 34.2
Fair Value of planned assets at end of year - 50.5 - 43.1
Funded status (64.4) 16.1 (62.3) 8.9
Unrecognised actuarial gain/(loss) - - - -
Net asset/(liability) recognised in the balance sheet (64.4) 16.1 (62.3) 8.9
IV) Net cost for the year ended March 31,2010:
Current Service cost 9.5 2.7 8.4 2.3
Interest cost 1.2 0.6 0.9 0.5
Expected return on plan assets - (1.2) - (1.1)
Actuarial (gain) / losses 5.2 (4.9) (2.7) 11.7
Net cost 15.9 (2.8) 6.6 13.4
V) Category of assets as at March 31, 2010:
Funds managed by private bank (100%) (Category-wise - 50.5 - 43.1
composition of the Plan Assets are not available)
VI) Actual return on the plan assets: - 1.2 - 1.1
VII) Assumption used in accounting for the gratuity plan:
Discount rate (%) 1.9 1.9 1.9 1.9
Salary escalation rate (%) 0 0 0 0
Expected rate of return on plan assets (%) - 2.5 - 2.5
Notes:
1) Liability of lump sum retirement benefit as above along with liability for retirement benefits of directors
Rs. 15.9 million (previous year Rs. 18.5 million) is shown under provisions.
2) Net Assets under pension plan are shown under Loans and Advances.
154
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
12. The Company has entered into Forward Exchange Contracts for hedge purpose and not intended for
trading or speculation purposes, to establish the amount of currency in Indian Rupees required or available
at the settlement date of certain payables and receivables. The following are the outstanding Forward
Exchange Contracts entered into by the Company:
The year-end foreign currency exposures that have not been hedged by a derivative instrument or
otherwise are as below:
a. Amount receivable in foreign currency on account of the following:
Other receivable
- - Rs.6673/- 200 SGD
0.5 15565040 0.7 20873608 UZS
8.3 183936 153.6 3028461 US$
1.5 1014909 0.4 261537 RUB
0.1 333320 0.8 2498750 KZT
- - 15.3 210537 GBP
1.5 234405 1.2 160840 RMB
0.2 32731 0.3 47087 UAH
0.2 64450467 - - VND
156
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
Particulars Foreign As at As at
Currency 31.03.2010 31.03.2009
Amounts Amounts
in million in million
The Company and the subsidiary companies based on the Announcement of The Institute of Chartered
Accountants of India "Accounting for Derivatives" has accounted for derivative forward and option
contracts and interest rate swap contracts at fair values, considering the principles of recognition and
measurement stated in Accounting Standard (AS-30) "Financial Instruments: Recognition and
measurement" and the accounting policy followed by the Company in this respect.
The changes in the fair value of the derivative instruments during the year ended 31st March 2010,
aggregating Rs. 3087.4 million (previous year Rs. 2766.0 million debited) designated as effective have
been credited to the Cash Flow Hedge Reserve Account and Rs. 13.3 million is credited (previous year
Rs. 34.0 million debited) to the Profit and Loss Account , being the ineffective portion thereof.
14. The aggregate amount of revenue expenditure incurred by the Company and subsidiary companies during
the year on Research and Development and shown in the respective heads of account is Rs. 3570.1 million
(previous year Rs. 2318.1 million).
15. During the year, in accordance with the terms of issue, Foreign Currency Convertible Bonds aggregating
US $ 71.3 million (aggregate to date US $ 98.6 million) were converted into 5,816,742 equity shares
(aggregate to date 8,043,911 equity shares) of Rs. 10/- each, fully paid-up, at a predetermined price of
Rs. 567.04 per share, resulting in an increase in the paid-up share capital by Rs. 58.2 million (aggregate to
date Rs. 80.4 million) and securities premium by Rs. 3240.1 million (aggregate to date Rs. 4480.7 million).
Balance FCCBs aggregating US $ 1.4 million were redeemed during the year and the redemption premium
of Rs. 12.6 million (net of tax of Rs. 6.5 million) is adjusted against securities premium account. There were no
Bonds outstanding as on March 31, 2010.
16. a) During the year, the Company through its wholly owned subsidiary Lupin Holdings B.V., Netherlands
(LHBV), acquired/subscribed to the equity stake of the following:
i) Additional Investment in Lupin Atlantis Holdings SA, Switzerland (100% subsidiary of the Company)
at a total cost of Rs. 2349.2 million.
ii) Additional Investment in Generic Health Pty Ltd., Australia (Associate) (GH) at a total cost of Rs. 122.2 million.
iii) 100% equity stake of Lupin Pharma Canada Ltd., Canada at a total cost of Rs. 125.3 million.
The above acquisitions/subscriptions are based on the net assets values, the future projected revenues,
operating profits and cash flows, etc. of the investee companies.
b) Goodwill on consolidation comprises of:
(Rs. in million)
Goodwill in respect of As on As on
31.03.2010 31.03.2009
Kyowa Pharmaceuticals Industry Co., Ltd., Japan 1828.3 1695.7
Novodigm Ltd., India 218.2 218.2
Hormosan Pharma GmbH, Germany 230.1 250.7
Pharma Dynamics (Proprietary) Ltd., South Africa 732.5 799.0
Multicare Pharmaceuticals Philippines Inc., Philippines 187.7 210.1
TOTAL 3196.8 3173.7
158
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
17. a) Foreign Currency Translation Reserve (Schedule 2) represents the net exchange difference on
translation of the financial statements of foreign subsidiaries located at Japan, Australia, Germany,
South Africa, Philippines, Switzerland and Canada from their local currency to the Indian currency.
Such operations are considered as 'non integral' to the Company. Consequently, in accordance with
the Accounting Standard (AS-11) 'The Effects of Changes in Foreign Exchange Rates (Revised 2003)',
the exchange loss on translation of Rs. 388.4 million (previous year gain of Rs. 58.5 million) during the
year is debited/credited to such reserve instead of to the Profit and Loss Account.
b) The subsidiary at Switzerland commenced its trading operations during the year and based on its
methods of operations, financing models and relationship to its ultimate holding company, has re-
classified its operations as 'non-integral operations', which were hitherto classified as 'integral
operations'. Accordingly, the said subsidiary has applied the translation procedures in accordance
with the Accounting Standard (AS-11) 'The Effects of Changes in Foreign Exchange Rates (Revised
2003)' applicable for non-integral foreign operations and the resulting net exchange difference is
accumulated in the Foreign Currency Translation Reserve (refer schedule 2). Consequently, the net
profit after tax for the year and the shareholders funds as at the year-end are higher by
Rs. 371.9 million.
18. Minority interest represents the minority's share in equity of the subsidiaries as below:
(Rs. in million)
As on As on
31.03.2010 31.03.2009
Max Pharma Pty. Ltd., Australia
- Share in Equity Capital - 10.8
- Share in Reserves and Surplus (Refer note no. 22 below) - (9.7)
- 1.1
Pharma Dynamics (Proprietary) Ltd., South Africa
- Share in Equity Capital 0.2 0.2
- Share in Reserves and Surplus 207.3 100.9
207.5 101.1
Multicare Pharmaceuticals Philippines Inc., Philippines
- Share in Equity Capital 13.2 13.2
- Share in Reserves and Surplus 34.2 27.1
47.4 40.3
TOTAL 254.9 142.5
19. The information regarding Micro Enterprises and Small Enterprises has been determined to the extent such
parties have been identified on the basis of information available with the Company. This has been relied
upon by the auditors.
Amount due to vendors under Micro Enterprises and Small Enterprises for the year ended March 31, 2010 is
Rs. 88.5 million, interest paid during the year and outstanding at the year end Rs. nil (previous year Rs. 65.8
million, interest Rs. nil).
20. Disclosures as required by Accounting Standard 29 (AS-29) "Provisions, Contingent Liabilities and
Contingent Assets"
a) Lupin Pharmaceuticals Inc, USA (Rs. in million)
Particulars Provision for Price Differential
(refer note below)
As at As at
March 31,2010 March 31,2009
Opening balance 13.0 99.9
Additions 82.0 542.2
Utilisation 81.0 627.6
Reversal - 1.5
Closing balance 14.0 13.0
Note:
The subsidiary company at USA, in accordance with the terms of agreements/understanding with the
customers, offers differential price due to reduction in the market prices of products launched. Accordingly,
the said subsidiary company has made a provision for price differential based on historical data and future
market price trend expected. Actual outflow is expected in future.
b) Lupin Atlantis Holdings SA, Switzerland
In accordance with the terms of 'Asset Purchase Agreement' entered into with the vendor, with respect
to purchase of Marketing Right, the subsidiary company located at Switzerland has made provision of
Rs. 45.1 million on best estimate basis with regard to assumed liabilities on which actual outflow of
resources is expected in future.
21. a) During the year, the subsidiary company located at Netherlands, acquired certain assets
(Manufacturing Knowhow/ Product Marketing Rights, etc.), in accordance with the terms of Agreement
entered into by the Company. Subsequently these assets were assigned to the another subsidiary
located at Switzerland.
b) The subsidiary at Switzerland is in the process of carrying out the activities necessary for product
availability, which are at an advanced stage. Pending completion of such activities, the cost of such
assets referred to in (a) above of Rs. 345.7 million (including directly attributable pre-operative cost -
legal and professional fees of Rs. 8.4 million) is included under capital work in progress (Schedule 5) as at
the year end.
22. The Company through its wholly owned subsidiary at Netherlands was holding 2,000,000 ordinary shares of
AUD 1 each in a subsidiary company - Max Pharma Pty Limited (Max) representing 87.5% stake therein.
During the year the Company purchased the balance stake in that subsidiary through its wholly owned
subsidiary at Netherlands. Consequently, Max became a wholly owned subsidiary company of the
Company.
At the beginning of the year, the Company through its wholly owned subsidiary at Netherlands was holding
18,667,967 shares of Euro 3,163,683, Rs. 204.5 million in an associate company - Generic Health Pty Ltd.,
Australia (GH) representing 36.65% stake in that company. With a view to gain the benefit of synergies,
better market penetration and saving in overhead costs, the Company decided to consolidate the
operations of Max and GH. To achieve such consolidation, the Company sold its entire investment in Max to
GH for a consideration primarily comprising of 9,500,000 shares of Euro 1,579,146, Rs. 96.5 million in GH.
The Company through its wholly owned subsidiary at Netherlands further acquired 2,031,247 shares from
other shareholders as a result of which the aggregate holding of the Company in GH has increased to
49.91% at the year end.
23. a) Lupin Pharmacare Limited, Lupin Herbal Limited and Novodigm Limited (wholly owned subsidiaries of
the Company) had filed petitions before the Honourable High Courts of Mumbai and Gujarat for
amalgamation with the Company, the appointed date being April 1, 2009.
b) Vide its order dated January 8, 2010, the High Court of Mumbai sanctioned the scheme of amalgamation
between Lupin Pharmacare Ltd., Lupin Herbal Ltd. and the Company subject to the order to be passed
160
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
by the High Court of Gujarat sanctioning the scheme of amalgamation between Novodigm Ltd and the
Company. The order of the Gujarat High Court is awaited.
24. (a) The Company through it's wholly owned subsidiary at Netherlands holds 100% equity stake at cost Euro
4,704,449, Rs. 310.7 million in Hormosan Pharma GmbH, Germany (Hormosan). The goodwill on
consolidation of the said subsidiary is Rs. 230.1 million as at the year end. The said subsidiary continued
to incur losses during the year and has negative net worth at the end of the year. However, considering
the financial support from the Company and Hormosan's projections/plans for introducing many new
products (including products from the Company) in the German Market in the near future, a growth in
the turnover is expected, which will result in improvement in net worth, over a period of time.
(b) As stated in note 22 above, the Company through its wholly owned subsidiary at Netherlands has
increased its stake in GH to 49.91%. The aggregate cost of the investment in this associate amounts to
Rs. 326.6 million. In addition the wholly owned subsidiary at Netherlands has also given interest bearing
loan of Rs. 83.8 million to GH. Further debts due from the said associate aggregate Rs. 32.6 million as at
the year end. During the year, GH has incurred losses resulting into further erosion of its net worth. GH
has plans to introduce the products including the products from the Company in the market in near
future. As a result of this it is expected that its turnover would increase leading to profitability and
improvement in networth over a period of time.
Based on these and considering that these investments are held as strategic long term investments, in
the opinion of the management, the diminution in the value of the aforesaid investments is considered
temporary and the loan/debts are considered good of recovery and there is no impairment in the value
of goodwill. Accordingly, no provision is considered necessary, in respect thereof.
25. Excise duty (Schedule 16) includes Rs. 19.8 million being net impact of the excise duty provision on opening
and closing stock.
26. In terms of the Share Sale agreement dated September 16, 2008 between the Company and the
distribution shareholders, a subsidiary located at South Africa has declared a dividend relating to the
post acquisition period. Such dividend amounting to Rs. 36.6 million (previous year Rs. 21.2 million) was
paid before March 31, 2010.
Category III: Others (Relatives of Key Management Personnel and Entities in which the Key Manage-
ment Personnel have control or significant influence)
Dr. Anuja Gupta
Mrs. Kavita Gupta Sabharwal
Mr. Nilesh Gupta (upto October 7, 2008)
Dr. Richa Gupta
Mrs. Pushpa Khandelwal
Adhyatma Investments Pvt. Limited
Bharat Steel Fabrication and Engineering Works
Concept Pharmaceuticals Limited
D. B. Gupta (HUF)
Enzal Chemicals (India) Limited
B. Transactions with the related parties. (Rs. in million unless other wise stated)
Sr. Transactions Associates Key Others Total
No. Management
Personnel
1 Sale of Goods 131.3 - 13.6 144.9
(101.7) (-) (3.2) (104.9)
2 Miscellaneous Income on account of - - - -
sale of by-products (-) (-) (2.9) (2.9)
3 Rent Expenses - - 103.6 103.6
(-) (-) (98.7) (98.7)
4 Business Conducting Expenses - - Rs. 6,000/- Rs. 6,000/-
(-) (-) (Rs. 6,000/-) (Rs. 6,000/-)
5 Agency Commission Expenses 15.2 - 20.1 35.3
(-) (-) (14.5) (14.5)
6 Expenses Recovered / Rent Received - - 1.6 1.6
(-) (-) (2.0) (2.0)
7 Remuneration Paid - 279.6 - 279.6
(-) (195.9) (10.2) (206.1)
8 Purchase of Goods/Materials - - 31.2 31.2
(-) (-) (31.9) (31.9)
9 Donations Paid - - 35.0 35.0
(-) (-) (21.7) (21.7)
10 Dividend Paid - 16.0 509.4 525.4
(-) (11.7) (408.9) (420.6)
11 Expenses Reimbursed 2.6 - 11.6 14.2
(-) (-) (11.0) (11.0)
12 Sale of Fixed Assets - - 9.0 9.0
(-) (-) (-) (-)
13 Investments during the year 99.7 - - 99.7
(-) (-) (-) (-)
14 Loan given during the year 92.9 - - 92.9
(-) (-) (-) (-)
15 Interest income received 2.9 - - 2.9
(-) (-) (-) (-)
162
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
Out of the above items transactions in excess of 10% of the total related party transactions are as under :
Notes:
i) Figures in brackets are for previous year.
ii) Related party relationship is as identified by the Company and relied upon by the Auditors.
164
SCHEDULE 18 - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS (CONTD.)
28. The Consolidated Financial Statement includes results of operations of two new subsidiaries incorporated during
the year and the results of operations for the entire 12 months of two subsidiaries acquired during previous year.
Accordingly, the current year figures are not strictly comparable with those of the previous year. Previous year
figures have been regrouped wherever necessary to correspond with the figures of the current year.
Signatures to Schedule 1 to 18
For Lupin Limited
166
4. Lupin Holdings B.V., Netherlands, holds 280,000,000 Shares and Lupin Atlantis Holdings SA, Switzerland, holds 100 Shares.
5. Shares were held by Lupin Holdings B.V., Netherlands, which were transferred to Generic Health Pty Ltd., Australia, an associate of the Company.
167
FOR THE YEAR ENDED MARCH 31, 2010
(As per the exemption letter of the Ministry of Corporate Affairs, Government of India)
Name of the Lupin Kyowa Novodigm Ltd., Lupin Lupin Australia Lupin Pharma Hormosan Multicare Lupin Lupin Amel Touhoku, Lupin Lupin Pharma Max Pharma
subsidiary company Pharmaceuticals Pharmaceutical India Pharmacare (Pty) Ltd., Holdings B.V., Dynamics Pharma Pharmaceuticals Herbal Ltd., Atlantis Japan (Europe) Canada Ltd., Pty Ltd.,
Inc., USA Industry Ltd., India Australia Netherlands (Proprietary) Ltd., GmbH, Philippines India Holdings SA, Ltd.,U.K. Canada Australia
Co., Ltd., Japan South Africa Germany Inc., Philippines Switzerland
The financial year/ Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended From From From
period ended on March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 June 5, 2009 to June 18, 2009 to April 1,2009 to
March 31, 2010 March 31, 2010 May 31, 2009
Rs. in million Rs. in million Rs. in million Rs. in million Rs. in million Rs. in million Rs. in million Rs. in million Rs. in million Rupees Rs. in million Rs. in million Rs. in million Rs. in million Rs. in million
Capital 13.8 33.5 23.8 10.5 16.9 6,705.5 0.5 8.1 26.9 500,000 2,352.5 1.0 20.0 125.3 103.7
Reserves 817.0 1,967.1 214.4 (281.5) 4.0 33.5 387.3 (137.3) 69.8 (116,469) 1,381.7 0.9 (6.5) (5.4) (101.9)
Total Liabilities 9071.9 3,558.6 583.5 2,173.4 1.7 137.3 255.0 458.6 111.5 446,322 763.6 58.8 95.5 7.9 37.4
Total Assets 9902.7 5530.8 820.7 1,902.4 22.6 6,549.7 642.8 329.4 208.2 829,853 4,497.8 60.7 109.0 127.8 39.2
Investment (Other
than in subsidiaries) - 28.4 1.0 - - 326.6 - - - - - - -
Turnover (Net) 16,542.0 5,281.2 470.6 - 0.4 37.0 1,327.6 426.4 327.6 - 2,808.8 173.2 76.9 - 2.9
Profit/(Loss)
before Tax 415.9 705.4 4.2 (284.7) 3.1 44.3 354.1 (127.3) 24.8 (9,651) 1,922.4 (0.1) (3.4) (4.1) (12.1)
Provision for Tax 231.0 250.5 7.7 - 95.5 (0.1) 8.1 10,000 166.5 0.5 3.1 - -
Profit/(Loss) after Tax 184.9 454.9 (3.5) (284.7) 3.1 44.3 258.6 (127.2) 16.7 (19,651) 1,755.9 (0.6) (6.5) (4.1) (12.1)
Proposed dividend - - - - - - 61.0 - - - - - - - -
Notes:
1. The Ministry of Corporate Affairs has exempted the Company from attaching to its Balance Sheet, certain information specified in Section 212(1) except that mentioned in Section 212(1)(e) of the said Act, pertaining to
subsidiary companies.
2. Investment (other than in subsidiaries) in Multicare Pharmaceuticals Philippines Inc., Philippines is Rs. 15,896/- and in Hormosan Pharma GmbH, Germany is Rs. 30,270/-
3. Provision for Tax in Lupin Australia Pty Ltd., Australia is Rs. 15,592/- and Lupin Pharmacare Ltd., India is (Rs. 19,975/-)
4. The negative figures of Reserves in case of few subsidiaries are net impact of accumulated losses.
5. In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements form part of this Annual Report.
6. Full accounts of the aforesaid subsidiaries are available for inspection at the Registered Office of the Company and on request will be sent to members free of cost.
168
Notes
170
Spine has to adjusted by the printer at his end
LUPIN LIMITED
Corporate Office
Laxmi Towers, 'B' Wing, Bandra Kurla Complex
Bandra (East), Mumbai 400 051
Tel: + 91 22 6640 2222
Fax: + 91 22 6640 2130
Registered Office
159, C.S.T. Road, Kalina
Santacruz (East), Mumbai 400 098
Tel: + 91 22 6640 2323
Fax: + 91 22 2652 8806
Email
investorservices@lupinpharma.com
hocommunications@lupinpharma.com
Website
www.lupinworld.com
2010
GO!