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PHARMA LIMITED
From 1986 to 2007, AUROBINDO PHARMA has come a long way to
become India’s top five pharmaceutical companies and undisputed
world leader in certain product categories.              Today we have
11 operational plants across the globe, around 6000 employees,
20 overseas subsidiaries, half a billion dollar revenue…………….


And we are just readying for take off!!


Our new corporate logo reflects this pace and leadership. Artistic lines
intersect to make up our initials. Initial “A” which is like the arrow in the
lift, shows the direction in which we are moving - Upwards at a rapid
pace. The way the initial P has been designed to convey our global
coverage. The way the initials “A” and “P” have joined conveys the
spirit of “partnership” with which we conduct our business with all our
stake holders. The logo doesn’t have any boundaries - to communicate
that Aurobindo is not bounded by any limitations - knowledge wise,
resources wise, ambition wise or attitude wise…


A spherical gray line in the center signifies the extent of our positive
influence in our planet.


Our logo colours are green, gray and blue which are pleasant & friendly
colors- not harsh on eyes - which reflect our philosophy of being friendly
to our environment - wherever we operate.


We believe this new look is in tune with the enormous opportunities
that lay ahead of us, which will enable us to become a global
powerhouse!!


                  Committed to healthier life
Highlights 2006-07
           Revenues       Rs.Million                  Net Income              Rs.Million               EPS      Rs.




                                                                                                                    34.51
                                                                        2290.8
                          20228.5
               14825.3




                                                                                                       12.46
                                                           693.8



               06         07                               06           07                             06           07




         Domestic Sales             Rs.Million        Export Sales                Rs.Million    Formulation Sales            Rs.Million
                                                                        11476.8
                                                           8604.5
                          8320.4
               6117.5




                                                                                                                    5728.5
                                                                                                       2703.6




               06         07                               06           07                              06          07



Contents
On track to create long term value pg 2 | Focusing on stakeholder expectations pg 4| On track to profitable growth pg 7
Strategy pg 8 |Action Plan pg 10 | Outlook pg 12 | Management Discussion & Analysis pg 14 | Risks & their Management pg 18
Board of Directors pg 20 | Notice pg 21 |Directors’ Report pg 27 | Report on Corporate Governance pg 36 | Auditors’ Report pg 49
Balance Sheet pg 52 | Profit and Loss Account pg 53 | Cash Flow Statement pg 54 | Schedules pg 56
Statement relating to subsidiary companies pg 89 | Consolidated Financial Statements pg 90
Admission Slip / Proxy pg 127 | Forward Looking Statements - IBC

                                                           Annual Report 2007                                                             1
Message from the Chairman




                           On track to create
                           long term value
                           Dear friends                        transformation to be one of the
                           At the outset, I am happy that      most efficient pharmaceutical
                           we delivered well in 2006-07.       companies.
                           We have reported stellar
                                                               We know our destination; we
                           performance in revenues, net
                                                               have clarity in what we want to
                           income, EBITDA, EPS and other
                                                               do; and have a clear road
                           key parameters such as market
                                                               map to achieve it; we know
                           presence, volumes sold and
                                                               our strengths and are
                           capacity utilization. What
If anyone were to ask                                          consolidating them; we also are
                           excites all of us at Aurobindo is
me what is it that I                                           aware of the areas that we
                           the platform that we have
want, I would say that                                         need to improve to fast track
                           created for launch into the
I want Aurobindo to be                                         our progress, and are
                           future. We are actually market
in high growth markets                                         addressing them.
                           ready.
with high margin                                               The business plan was built
products and               Completion of a financial year
                                                               around the belief that
increasing market          is an opportunity to take a
                                                               Aurobindo puts long-term
share. In essence, I       quick view of where we are
                                                               profitability before short term
want Aurobindo to          and where we are heading. In
                                                               growth.
have long term             the past few years, we got our

sustainable growth and     plans ready, decided where we       Our strengths of expertise,

to create wealth for all   wanted to go, worked out our        quality and security support us

those associated with      strategies, and estimated the       in implementing this strategy.

the Company.               resources required for the          We want to grow but not at

2                                     Annual Report 2007
any price. We are not                      Our volumes are surging, topline             expanding Aurobindo –
interested in entering every               is on a climb, profits are rising            developing products at R&D
therapeutic segment merely to              and the product pipeline gives               that could become stars,
achieve topline growth. We                 many more entry points. We                   entering the high end markets,
seek long term sustainable                 are becoming a billion dollar                adding capacities for active
growth that will add value to              company primarily by the                     ingredients, investing in Special
the Company and all its                    passion of our dedicated team                Economic Zone at Jedcherla
stakeholders. We are on track.             and the momentum of growth.                  near Hyderabad, and Pharma

                                           Yet, there are hundred other                 City near Visakhapatnam. We
I am aware that we have done
                                           things that need to be done.                 are also setting up one more
a hundred things to reach
                                                                                        state-of-the-art R&D facility
where we are, hundred tough                If anyone were to ask me what
                                                                                        exclusively to meet the needs
things such as established world           is it that I want, I would say               of increasing business of
class manufacturing facilities
                                           that I want Aurobindo to be in               contract research.
which were inspected by
                                           high growth markets with high
international regulatory                                                                I would also like to get ready
                                           margin products and increasing
authorities, filed a few hundred                                                        for the second billion. We
                                           market share. In essence, I
dossiers and ANDAs and got                                                              would have a larger team to
                                           want Aurobindo to have long
approvals, created a capable                                                            work with the same zeal and
                                           term sustainable growth and to
marketing infrastructure,                                                               commitment for excellence. We
                                           create wealth for all those
successfully launched products                                                          will strive to replicate the
                                           associated with the Company.
into the most competitive US                                                            success in more markets, on
                                           We are striving to execute this
markets and many others.                                                                newer products as well as
                                           plan from several directions. We
Indeed, it is gratifying to believe                                                     deepen the existing
                                           will do what is good for
that we are present in six                                                              relationships.
                                           Aurobindo.
therapeutic segments that have
                                                                                        The initiatives now being taken
worldwide addressable market               It is in pursuit of this objective
                                                                                        will add to the momentum of
size of US$ 229 billion.                   that my colleagues and I are
                                                                                        growth and add value to
                                                                                        Aurobindo. These are exciting
                   Market size of our therapeutic segments                              times, and I look forward to the
                       Year ending Dec 31, 2006   US$ Million
                                                                                        future with confidence.
                                     US              Europe             Worldwide
 Anti Infectives                 10,263                6,060                   27,593
                                                                                                             Warm regards
 ARVs                              6,441               3,237                   11,775
 CNS                             31,076                9,320                   47,705
 CVS                             37,816               20,158                   81,014
                                                                                                P. V. Ramaprasad Reddy
 Gastroenterologicals            16,603                6,966                   29,463                         Chairman
 Others                          16,495                5,326                   31,915
 Total                          118,693              51,066                   229,465

                                                         Annual Report 2007                                                 3
From the Desk of the Managing Director




                                 Focusing on stakeholder
                                 expectations
                                 I am pleased to report that the          million as against Rs.694 million
                                 year 2006-07 was another                 in the previous year or Rs.34.5
                                 successful year for our                  per diluted share as compared
                                 Company. We continued to                 to Rs.12.4 in the previous year.
                                 achieve significant growth in
                                                                          This is after growing by 97% in
                                 both revenues and earnings,
                                                                          the previous financial year. Our
                                 and we generated an after-tax
                                                                          revenues grew by 36% to
                                 return on beginning equity of
                                                                          Rs.20228 million in 2006-07.
                                 860%. This is a good indication
                                                                          Overall capacity utilisation at
                                 that we are continuing to                our API plants increased to 57%
                                 create significant value for our         from 52% in the previous year.
                                 shareholders.
                                                                          In the year under review, we
                                 We are indebted to our 4,966             made significant progress in
                                 talented and dedicated                   market presence and volumes
                                 associates for their hard work in        sold, and have carved distinct
                                 making this performance                  shelf space for many of our
                                 possible, as well as millions of         products.
                                 consumers who continue to
    Capacity utilisation API                                              We are one of the large
                                 place their trust in our
                      Per cent                                            players within the country, and
                                 Company and our products.
      52             57                                                   have grown by 36% in 2006-07,
      2006          2007         During the year 2006-07, our net         on the back of 5% growth in
                                 income increased to Rs.2291              2005-06. Domestic sales were

4                                            Annual Report 2007
Rs.8320 million in 2006-07 as          peers is testament to our
compared to Rs.6117 in the             strategies to achieve growth
previous year. This leadership         while maintaining high returns

role will be sustained and             on invested capital.

further improved.                      At the same time, these strong

While we have achieved better          results are a foundation for the

than industry average growth in        future, providing us with the
                                       financial strength and the
earnings, we have not
                                       operational excellence needed
compromised our conservative
                                       to continue to grow profitably.
approach to our business.
During the year under review,          We are proud of what we have
we continued our commitment            accomplished and even more
to maintaining a strong                excited about what lies ahead.
balance sheet.                         We will stay focused on

We also raised US $ 200 million
                                       stakeholder expectations and
                                       strive for value unlocking.
                                                                                 On Track
by the FCCB route to help fund
our future growth.                     Looking forward, we will
                                       continue to expand into new
Our recent performance is the          markets that offer attractive
result of strategies that we have      opportunities for us to grow and
put in place over the past             extend our successful business
several years. While we                model. We will continue to offer
continue to benefit from a             and expand our diverse
growing global pharma market,          product mix to meet the
our success in outpacing the           changing needs of the
earnings growth rates of our           pharmaceutical market.
                                                                       Quarterly Performance
  Rs. Millions                        Q1                  Q2               Q3       Q4      FY07


  Revenues                        4445.8             4898.6            5404.2    5479.9   20228.5

  PBDIT                             718.9              789.6            904.9     803.9    3217.3

  PBT                               506.2              605.6            688.4     511.4    2311.6

  PAT                               362.1              546.4            601.2     781.1    2290.8

  EPS Diluted (Rs.)                  5.73                7.99             8.79    11.56     34.51


                                                  Annual Report 2007                                5
The profitability program             ANDAs for the USA market in          improving our operational
includes not only cost savings        addition to several filings in       efficiencies to be ahead of the
but also investments in the           other countries. The pace of         dynamics of the changing
competitiveness of our                filings is matched by rapid          global pharma market.
production facilities to              product approvals from various       Recognising that there will be
overcome the challenges of            markets. Till date Aurobindo         increased competition, we
the market. We are also               received 50 ANDA approvals           have placed greater emphasis
investing in the products and         (both final and tentative) from      on efficiency, process
creating a marketing                  US alone. Today Aurobindo            improvements and competitive
infrastructure in about 15            operates in over 100 countries       differentiations. We are at the
countries of Europe, further          and markets over 180 APIs and        crossroads of this transformation
strengthening the US operations       250 formulations.                    and stand to gain market
and making a foray into                                                    share.
                                      The formulation portfolio is built
Australia.
                                      on six technology platforms          We are implementing new
Aurobindo has products and            such as immediate release            programs that standardize the
markets that display excellent        generics, SR/CR generics, and        best practices across the
strength. We have a very large        orally disintegrating/mouth          Company making us the most
regulatory approved product           dissolving generics, combination     cost effective as well as more
basket of generics for US,            products, sterile/lyophilized        responsive to our customers'
Europe as well as South Africa.       generics and liquids/dry syrups.     needs.

Our greatest strengths are world      Globally expanding businesses        Finally we continue to invest in
class manufacturing facility,         require continuous and               recruitment and training
vertically integrated production      structural adaptation to ensure      programs to attract, retain and
platform from fermentation to         scalability, effectiveness,          motivate the best associates in
active ingredients that meets         consistency and quality. We          the business. Since our past
the needs of manufacturing            have ensured that Aurobindo          success rests on the shoulders
formulations, a large portfolio of    stays on these dynamics to           of our associates, our future
regulatory approved products          implement global strategies          growth in an increasingly
in high demand therapeutic/           consistently to become more          competitive market will depend
product segments such as              effective at operational level.      even more on their creativity,
antibiotics, anti-retrovirals, CVS,   Our efforts are providing            entrepreneurial spirit and
CNS, gastroenterologicals, and        multifold improvements in            dedication.
anti-allergics.                       productivity, and in mastering
                                      processes efficiently.
We at Aurobindo have filed                                                               K. Nityananda Reddy
todate 114 DMFs and 100               We remain committed to                               Managing Director


6                                                Annual Report 2007
On track to profitable
                                     growth
What will it take to lead Aurobindo Pharma into the future?

Everything the past required and more. Strengths               The Company has clearly identified its goals
such as integrated global systems and an                       including when and where it wants to be. The
empowered worldwide talent pool which in the                   strategies, action plans and the resultant outlook
past were worthy objectives, but in the future                 have been mapped with the best interest of all
will be bedrock requirements in support of fast                of Aurobindo's stakeholders.
growing markets.


Globalisation has redrawn the lines between the domestic
and developed markets. Aurobindo is ready.

                                          Global marketing
                                            infrastructure




                   Financial                                                Technical skills in
                   strength                                                  manufacturing

                                             Profitable
                                              growth




                    Scalability of
                                                                         R&D knowledge
                     operations




                                                  Annual Report 2007                                           7
Targets


                                                                      Skills


                                                                          People


                                                                               Leadership



                            Building blocks of continuous improvements



                                                 Strategy
                                                 Formulated towards profitability
Our objective                                                    our global network of marketing

                                                                  infrastructure and replicate our successes
Aurobindo's objective is to be one of the
                                                                  in markets such as US and Canada and
leading global pharmaceutical company
                                                                  achieve the same levels of
and to create lasting value and quality.
                                                                  accomplishment in Europe and Australia;
Our strengths
                                                                 our financial strength.
We aim for market leadership in those
areas where we see opportunities for                       Our product launches in North America has
profitable business development. In so                     begun to take firm footholds. The team has
doing, we build on our strengths:                          created a marketing and distribution network
                                                           that gives some of Aurobindo's products
    our technical skills in manufacturing
     processes;                                            significant market share in the generics market.
                                                           This acceleration has been achieved in a very
    our RD knowledge and our
                                                           short time.
     competence which we are
     systematically expanding with regard                  North American learnings and success will be
     to the launch of products of the                      replicated in all other major markets. We count
     future;                                               on the know-how of our staff throughout the

    our capacity for innovation which                     world, their experience and their specialist and

     supports us in commercialising the                    intercultural knowledge and strive to achieve a

     products developed by the in-house                    strong presence in all the carefully chosen
     RD;                                                  markets.
8                                            Annual Report 2007
Our transformation so far                                      fermentation to formulations, Aurobindo is
                                                               straddling the value chain.
Over the last few years we have adopted
strategic courses, which shaped our decisions in               The Company is far better placed to provide
the year under review.                                         quality products with raw materials under its
                                                               control, within shortest time to market and at
    Since our shift from domestic market bias
                                                               prices that are competitive.
     to developed market orientation, we have
     consistently geared our pharmaceutical                    Our strategic guidelines
     business to the objective of profitability
                                                               Profitability with growth. We keep both
     and growth;
                                                               perspectives in the interest of all the
    We have prioritised our target markets,                   stakeholders.
     customers and products according to
                                                               Our application for ANDAs, pipeline of approvals
     anticipated earnings;
                                                               and product mix are geared to long-term
    We have substantially reduced the risks in                sustainable profitability. This commitment to

     our market and product portfolio;                         consistent earnings preference recognises
                                                               margin oriented growth.
    We have significantly strengthened our
     cash flow.                                                Our simultaneous involvement in APIs and
                                                               formulations improves our internal balance of
Our challenges and market prospects
                                                               risks and results and creates a greater overall

The demand for effective and affordable drugs                  stability. It is our objective to achieve

is increasing in all markets. While healthcare                 sustainable profitability in all business segments.

costs are increasing, customers have been                      Decision making tools are fine tuned to
seeking for more effective drugs at affordable                 developments in our business environment. At
prices. These challenges need to be met, for in                Aurobindo, the team realises that sustainable
the long run there is no getting round the fact                companies tend to outperform their peers.
that healthcare needs to be inexpensive and
                                                               Our sustainability emphasis enables us to initiate
within reach of the common man.
                                                               change and structure our future. At Aurobindo
Aurobindo has a vertically integrated                          the sustainability practices include commitment
manufacturing platform that enables costs to be                to quality, consistent performance, a history of
contained and facilitates offering the products                good execution in business and strong balance
at competitive prices. Being a producer from                   sheet.




                                                  Annual Report 2007                                                 9
Action Plan
                                                              We work for future growth

Focus areas                                                   Market oriented

To capitalize on opportunities to expand into                 Aurobindo means to be the preferred supplier in
new market segments, we have developed                        each of its markets, providing value exceeding
specific action plans for each of the key areas               anything available from other sources. This is
of our business. These strategies are to:                     why the Aurobindo manufacturing systems are
                                                              based on producing for use in the specific
    Expand the generic business by increasing
                                                              market, not for inventory.
     exports to developed markets;
                                                              For an Aurobindo customer, this means getting
    Enhance our established base in API;
                                                              exactly what you want, when you want it - at
    Build strong customer relationships through              the most competitive cost - anywhere in the
     value added products and services;                       world.

    Achieve manufacturing excellence;                        In the process, we work with and for our
                                                              customers. They are our partners.
    Develop technology solutions through path
     finding RD;
                                                              Sound on base business
    improve efficiency and reduce operating
                                                              Ensure the base business is on sound
     costs while maintaining quality;
                                                              foundations. Our strength has been a large
    Strengthen our competitive position                      portfolio of pharmaceutical ingredients, and we
     through alliances;                                       have leadership positions in many of them. We
                                                              shall grow this business and consolidate our
    Pursue acquisition opportunities that
                                                              market presence.
     enhance our range of products and
     global presence.
10                                              Annual Report 2007
RD to find solutions                                           quality. Our lab-to-market process is already fast
                                                                tracked. World class facilities and trained
While we deal with complex chemistry, we have
                                                                operational staff demonstrate on a daily basis,
kept our innovation processes very simple. We
                                                                excellence in manufacturing is the first step
are market and customer driven, take care to
                                                                towards offering reliability to the customer.
be reliable and ensure that we are ahead of
the curve. This is a simple process, with a large
                                                                Strengthen competitive presence in the market
team of professionals dedicated to creating
product pipeline that will protect and enhance                  We work with some of the best names in the
human health.                                                   pharmaceutical industry and look forward to
                                                                strengthening the alliances - whether for being
Commitment to customers is being enlarged by
                                                                a vendor of first choice for its products, in
developing the existing business of contract
                                                                contract research and as a contract
research. India offers a dependable alternative
                                                                manufacturer. Aurobindo will extend the present
for customers across the world and Aurobindo
                                                                linkages and build them into strong relationships.
with its proven track record in complex
chemistry and ensuring compliance with
                                                                Seek inorganic growth
regulatory needs is cementing the relationship
with a few large customers. A new RD facility                  Aurobindo sees huge potential for its products
is likely to be set up in the near future.                      and will strive to have organic growth. However,
                                                                there is a felt need to shorten-the-time-and-
Consistent manufacturing quality                                distance to the market. Wherever there is

The production facilities are effective to ship out             synergy and where there is a cultural fit, the

batch after batch of consistent quality. The                    Company will attempt to fast track by growing

infrastructure has scalability to cater to large                the inorganic way.

volume needs and is manned by committed                         Unlocking organisational value demands that we
professionals.
                                                                make the best use of our resources. We shall
Aurobindo believes in being cost effective and                  seek growth, both by organic and inorganic
improving productivity while maintaining the                    routes.


                                Status of regulatory filings
                                                                          Filed      Approved
                     DMFs/CoS
                                         US FDA                            114                *
                                         EDMF/CoS                           93                *
                     ANDAs                                                 160               74
                                         US FDA                            100               50
                                         Europe                             40                7
                                         WHO                                20               17
                     Patents                                               272               40
                     * No statutory approval required for DMF                     As on July 31, 2007
                                                   Annual Report 2007                                             11
Expand gross
                                                                 profit margin




              Grow
              revenues

                                           Volume
                                                                                                Increase market
                                                                                                presence
                                                      to
                                            Value
                  Improve
                  mix


                                                                                   Drive
                                                                                   innovation




                                                                Outlook
                                                                Sustained profitable growth
Its called a virtuous cycle.                                    The Company has

Profitable growth builds financial strength which                     strategy of carefully planned growth and
underwrites the profitable growth to come. Over                        balance sheet discipline;
the past five years, Aurobindo has invested in
                                                                      the commitment to make performance the
growth with capital improvements and talent
                                                                       fulcrum of the organisation;
pool. Assets have grown, and so have
productivity and rate of return.                                      the will to do what works for our
                                                                       customers, our business, our suppliers, our
Result - a larger, stronger and powerful
                                                                       employees and our investors.
Aurobindo with abundant resources to capitalise
on future opportunities.

While the destination and milestones are clear,
carefully calibrated, effective steps are being
taken towards the needs of the market.
12                                                Annual Report 2007
Planned growth                                                    What is good for the customer will be good for
                                                                  our business.
Organizational plans are to reach one billion
revenues by 2010, with margins rising faster than                 Enhance value for stakeholder
the topline. Focus will be on high value, high
                                                                  Our stakeholder trust and confidence will be
margin products.
                                                                  reciprocated. They have been our inspiration
Performance the fulcrum                                           and we understand their perspective. Our
                                                                  suppliers are valuable and they help us to
Every transaction and each customer is being
                                                                  perform better. We shall strive to become the
treated as the best that value can offer. Very
                                                                  preferred employer and for our investors the
high due date performance backed up by
                                                                  preferred investment decision.
service that meets critical customer expectations
will continue to be pursued.




                               Distinct manufacturing sites
                                  for different segments
                   Unit            Segments                         Certifications
                                                           APIs
                   Unit I       CVS, CNS, Anti-allergics           US FDA, WHO
                   Unit I A     Cephs                               US FDA
                   Unit VA      SSPs                                US FDA
                   Unit VI      Cephs                              US FDA, WHO, Health Canada
                   Unit VIII    CNS, CVS,                          US FDA, WHO
                                Gastroentrological, ARVs
                   Unit XI A    ARVs                                US FDA, WHO
                                                    Formulations
                   Unit III     Multi-purpose                      US FDA, UK MHRA, WHO,
                                Non-Betalactums                    Health Canada, MCC (SA) 
                                                                   ANVISA (Brazil)
                   Unit VI B    Cephs                              US FDA, MCC (SA),
                                                                   Health Canada, Brazil ANVISA
                   Unit XII     SSPs                                US FDA, UK MHRA,
                                                                    Health Canada, MCC (SA)
                                                                     ANVISA (Brazil)
                                Bio-equivalence centre              US FDA, WHO, ANVISA (Brazil)




                                                    Annual Report 2007                                            13
Management Discussion  Analysis
                                                                          The US and European pharmaceutical markets are heading
                                                                          toward generics, and this move is expected to offer enormous
                                                                          benefits to India. Thanks to high priced drugs in western world,
                                                                          manufacturers are pressurized from their government to control
Global Developments                                                       cost, and this implies that they'll have to move their
                                                                          manufacturing base to India.
The pharmaceutical industry worldwide showed 7% growth in
2006 with USA growing at 8.2%. During the same period,                    Indian pharmaceutical market is poised to grow by 10% by
Europe grew at 4.4% with an industry size of US$ 156 billion.             the year 2010. Some of the best players in the world are in
Some of the other markets such as Canada and Australia grew               India, and are taking the initiative to lead the country on a
by 7% and 6% respectively.                                                trajectory of growth.

North America and Europe are the largest markets and account              Growth in the country is primarily on account of commitment
for 48% and 28% respectively of the global industry. The highly           to intellectual property rights, strict patent regime, growing
regulated US market includes drugs which are under patent                 pool of skilled professionals, and opportunities for both up
and those that have gone off patent, and is valued at around              and down stream businesses.
US$ 276 billion.                                                          Company Perspective
The regulated markets protect intellectual property rights of             This is the right time for a research led company such as
the product including process of manufacture. These are also              Aurobindo Pharma with quality products, regulatory approvals
markets which have stringent quality standards, and stipulate             and a competitive approach to gain significant market share
regulatory inspection of manufacturing facilities and approval            in the process creating a name for itself. The Company
of products marketed.                                                     recognizes this opportunity and has positioned itself to make
Rising healthcare costs have led to many governments                      its presence felt in the regulated pharmaceutical markets. The
enforcing stricter cost containment measures. The effect of               Company has initiated and completed quality and capacity
this is a growing market for generic pharmaceutical products.             upgrades and is ready to make the shift.
The generics market is notching percentage growth higher than             Aurobindo Pharma is a fast track integrated pharmaceutical
the industry growth.                                                      company headquartered in Hyderabad, India, developing,
Under the new patent regime, the innovator (patent holder)                manufacturing and marketing active pharmaceutical ingredients
of the drug retains the product patent for a fixed period of              (APIs also referred as bulk actives), intermediates and generic
twenty years. Generic manufacturers are permitted to compete              formulations. The Company ranks among the top five
with the innovator after patent expiry.                                   pharmaceutical companies in India and is a multi product,
                                                                          multi technology, and transnational company. Today the
The growth prospects for the industry are attractive. The global          Company's products are serving consumers in India and over
pharmaceutical market is forecast to grow to US$ 842 billion              100 other countries, including the premium markets of US 
in 2010, an equivalent CAGR of 6.9% over the next few years.              Europe.
More significant, the world's leading drugs are facing patent             Aurobindo today is a manufacturer of anti-infectives,
expiry in the near future. In the United States alone, close to           intermediates and active ingredients for anti-infectives with
US$ 50 billion worth of branded revenue will be made available
                                                                          leadership positions in India and a significant presence in
to generic competition.
                                                                          emerging global markets. These markets are growing fast and
Indian industry trends                                                    offer steady profitability.

The pharmaceutical industry in India is set to expand and                 The Company has an established reputation as a supplier in
demonstrate tremendous growth, with western manufacturers                 domestic as well as other emerging markets. This position
seeking to shift jobs to this country to reduce cost and to tap           shall be maintained and expanded upon. The Company plans
the skilled pool of professionals available here.                         to leverage this strength to open new markets for its products.
14                                                          Annual Report 2007
In the past two years, concerted efforts have been made                 65 APIs in the non-antibiotics and 55 APIs in the antibiotic
successfully, to gain a toe-hold in the developed markets such          segment. These segments have an addressable worldwide
as US  Europe. Aurobindo will pursue to gain a significant             market size of US$ 229 billion, including US$ 118 billion in
presence in such generic markets.                                       US and US$ 51 billion in Europe.

The Company values its contribution to its customers and the            Infrastructure
medical profession and growth plans have been made keeping
                                                                        The company has received approvals for several of its
this perspective. Aurobindo Pharma proactively responds to
                                                                        manufacturing facilities from leading regulatory agencies like
the changing requirements of the medical profession and
                                                                        US FDA, UK MHRA, WHO, Health Canada, MCC South Africa. A
enables its core customers to meet their market needs while
                                                                        large infrastructure supports the operations.
taking care to remain a quality conscious cost efficient
producer.                                                               Threats  Challenges
Aurobindo's goal is to build a globally successful                      Aurobindo's success in regulatory markets depends on its ability
pharmaceutical company and its mission is to make quality               to successfully develop, register, produce and market its generic
pharmaceutical products affordable to all. The Company seeks            equivalents. Typically, the market for generics is highly active
to establish a strong presence for its generic formulation              in the first two years following patent expiry of the brand
products in the regulated markets.                                      name drug. Prices fall after this period. The timing of the
                                                                        Company's product launch is therefore crucial.
Products
                                                                        There is sensitivity in the ability to sell, as well. All these
                                                                        have been addressed. Of course, Aurobindo is confident of
                                                                        meeting the needs of the market, given the fact the Company
                                                                        is possibly the most cost effective producer in its industry.

                                                                        The Company had planned its entry into generics much in
                                                                        advance. The Company had initiated RD efforts to make
                                                                        possible a timely entry. Drugs due for patent expiry are
                                                                        identified early and their generic equivalents developed. The
                                                                        next step is to file for and receive patents and plant approvals.
                                                                        The Company has filed its patent applications.

                                                                        Reliable production of quality products is the Company's forte
                                                                        and recent capacity increases have seen to it that large volume
                                                                        manufacture can be undertaken.

                                                                        One of Aurobindo's strength has been effective marketing of
The Company's robust product portfolio is spread over six major         its products. With an eye on the future, the Company has
therapeutic/product areas (antibiotics, anti-retrovirals, CVS,          entered into agreements with strategic partners for widening
CNS, gastroenterologicals, and anti-allergics) encompassing             its reach.


                                             ABRIDGED PROFIT  LOSS ACCOUNT
                                                                                                        Rs. Millions

                                                             2004               2005        2006           2007
                   Gross Sales                          13,410.7         11,591.7        14,722.0     19,797.2
                   Other Income                             182.5             91.1           103.3        431.3
                   Gross Profit (PBDIT)                   2,351.2          1,159.5         1,888.5      3,217.3
                   Interest                                 284.3            325.4           448.3        187.3
                   Depreciation                             341.6            404.9           511.2        718.4
                   Tax                                      455.1             78.4           235.2         20.8
                   Net Profit                            1,270.2            350.8           693.8      2,290.8


                                                           Annual Report 2007                                                         15
The Company has therefore identified and mitigated its                    Financial management and internal controls
immediate risks and concerns and does not pursue any risks
                                                                          The Company has a disciplined approach to costs and follows
or concerns other than those which are common to the industry             prudential norms. Systems are strictly enforced, and costs are
such as exchange risks and other commercial and business                  closely monitored. Careful planning ensures there are no time
related risks. These are being addressed separately, in detail.           over-runs. As in earlier years, there are certain events or
                                                                          transactions during the year that need mention.
Quality and Cost Management
                                                                          Aurobindo through its wholly owned subsidiary Agile Pharma
Aurobindo has derived significant business advantages from
                                                                          B.V., the Netherlands, has acquired 100% holding in Pharmacin
responsible product stewardship. Noteworthy advancements
                                                                          International B.V. This enterprise is engaged in the business
in the form of reduced manufacturing costs and consistent                 of supply of licensing of generic pharmaceuticals in Netherlands
quality standards have been ensured while all legal and                   and select key markets in Europe. Pharmacin International
regulatory requirements are met.                                          B.V. has further two subsidiary companies viz., Pharmacin
                                                                          Products B.V. and Pharmacin B.V. The Company believes that
A conscious awareness for applying quality controls and cost
                                                                          similar to the acquisition of Milpharm Limited in U.K. in early
leadership has permeated the organization at all levels. The
                                                                          2006, these acquisitions reduce the time to market and enhance
skilled and experienced team at all the plants is conscious of
                                                                          the relationships in the generic value chain and help build a
its responsibility and delivers what the market wants.                    broad and formidable product portfolio.
Aurobindo's cost synergies accruing from its holistic integration         The Company also shed assets, facilities, equipments and
policy and its insistence on quality have attractively positioned         products where the returns are not commensurate with the
the company to become a competitive player in the increasingly            investments or effort. Aurobindo TongLing (Datong)
cost-conscious markets of the future.                                     Pharmaceutical Company Limited (ATDPL) located at Datong,




                                                          ABRIDGED BALANCE SHEET
                                                                                                             Rs. Millions

                                                                      2004          2005          2006           2007
                 Fixed Assets
                     Gross Block                                     6,960.1      9,062.4     10,223.5        11256.0
                     Less: Depreciation                              1,114.1      1,516.9      1,952.2         2318.1
                     Net Block                                       5,846.0      7,545.5      8,271.3         8937.9
                 Intangible Assets                                         –        167.3        367.4           18.3
                 Investments                                         1,488.9      1,512.7      1,741.6         2027.3
                 Current Assets, Loans  Advances                    9,037.2      9,922.8     14,427.1        22210.1
                 Less: Current Liabilities  provisions              1,753.4      2,061.4      2,982.1         3464.8
                       Bank Borrowings                               2,255.5      2,602.6      3,291.7         5362.0
                 Net Working Capital                                 5,028.3      5,258.8      8,153.3        13383.3
                 Net Tangible Assets                                12,363.2     14,484.3     18,533.6        24366.8
                 Less: Secured Term Loans                            2,890.6      3,641.4      3,149.5         1497.5
                       Unsecured Loans                               1,037.8      2,047.2      5,611.0        12903.9

                 Net Worth                                          8,434.8      8,795.7       9,773.1        9965.4
                 Represented by
                 Equity Shares                                         253.9        253.9         266.7         266.9
                 Share Warrants                                        350.0        350.0             –             –
                 Reserves  Surplus                                  7,309.9      7,632.0       8,787.8        9026.3
                 Total                                              7,913.8      8,235.9       9,054.5        9293.2
                 Deferred Tax liability                                521.0        559.8         718.6         672.2
                 Net Worth                                          8,434.8      8,795.7       9,773.1        9965.4

16                                                          Annual Report 2007
Shanxi, China, a wholly owned subsidiary engaged in a                      The Company will continue to focus on talent and their
manufacture of pharmaceutical products catering to local                   retention in what is already a skill driven organization.
Chinese markets had been incurring losses and in the best                  Continuous program of training to help enhance skills has
interests of the Company, the entire holding was disinvested.              ensured that there is a large reservoir of knowledgeable
                                                                           professionals in each function.
Similarly, products, which gave low returns, have been shed.
At the same time, addition to product portfolio has been made              While the Company today delivers what the customer wants,
where there is competitive advantage.                                      and is consciously charting its growth with the objective of
                                                                           meeting all the aspirations of the stakeholders, the
The Company works on tight controls and hence the borrowings
and therefore interest costs are pegged to the required                    management has been professionalised in key functions of
minimum. Borrowings are made at competitive rates, and                     the organisation. The team is working to institutionalise
utilization is monitored for end use.                                      systems and turn Aurobindo into effective and self-generating
                                                                           machinery.
The system of internal controls is supplemented by internal
audit carried out by competent professionals retained by the               Outlook
Company.                                                                   Aurobindo is climbing the value chain. The goal is to build a
Aurobindo has selected Oracle applications for its ERP                     vertically integrated global pharmaceutical company that is
implementation. The package has been selected to fulfill the               strong in its therapeutic segments across the premium markets.
needs of finance, distribution and manufacturing activities of             Considerable work has been done, and the Company has reached
the Company. The project went live effective April 1, 2006                 the cross roads. Mapping has been done in all macro and micro
and is fully operational. The Company would benefit from                   areas, and the direction has been set.
enhanced integrity of systems, better decision-making tools,
                                                                           The Company has powerful core competencies. Adding to this
and effectiveness of management.
                                                                           is a strong balance sheet, cost effectiveness and a widening
Finance, purchasing, sales, inventory, process manufacturing,              knowledge base.
quality control, plant maintenance areas are now fully
                                                                           The Company has proven ability to confront challenges and
operational. Projects, OPM financials, fixed assets and human
                                                                           turn them into strengths. People skills, RD initiatives,
resources are in the process of getting implemented. Apart
                                                                           manufacturing facilities and systems, marketing infrastructure
from core ERP, additional areas like business intelligence, CRM
                                                                           and strategically positioned organisational presence in key
(Customer Relation Management) modules, analytical
                                                                           markets would be unlocking value for all stakeholders.
applications such as financial analyzer and sales analyzer will
also be implemented to fulfill the needs of the Company.                   Competent human resources and intelligent management have
In the opinion of the Board, internal control systems are                  built this organization into a potential pharmaceutical
adequate to safe guard the interests of the Company.                       powerhouse.

Subsidiaries / Joint Ventures                                              Aurobindo has been on a process of metamorphosis, and now
                                                                           has gained the confidence to take a leap and participate in
Today, Aurobindo Pharma is an acknowledged leader in APIs                  the emerging opportunities of premium markets. Indeed, the
particularly in anti-infectives, anti-virals and select life style         Company is fast tracking towards its goals.
disease drugs and has a significant presence in large parts of
the world.                                                                 RD will continue to provide the head wind, with the Company
                                                                           entering in a big way the business of contract research. Not
In order to further strengthen operations and penetrate the                only the present strengths would get fully utilized, but the
API and dosage formulations segments both in regulated and                 Company would be able to draw on downstream gains when
other global markets, Aurobindo Pharma has established a                   the projects turn commercially viable. This is an attempt to
number of wholly owned subsidiaries, joint ventures, and
                                                                           meets the needs of the global industry with significant
representative offices at strategic locations.
                                                                           potential for Aurobindo to improve its business stream.
Human Resources
                                                                           The strategies and action plans are in place and the final
The Company currently employs 4,966 competent men and                      equation reveals that Aurobindo is poised for sustainable and
women. Aurobindo is aware that its own people are the key to               profitable long-term growth. The Company has set itself targets
the future realization of its goals. To this end, the Company is           which include becoming a billion dollar company by 2009-10
initiating steps towards a better work environment.                        with bottomline to grow at a faster clip.
                                                              Annual Report 2007                                                       17
Risks  their Management



The management of Aurobindo periodically assesses the risks and takes comprehensive
steps to pre-empt, manage and control them. While all productive assets are insured,
some of the industry specific risks need iteration:

Risk related to Human Resources                                          Risk related to economic and political conditions in the
                                                                         world
Aurobindo’s success depends largely upon the highly-skilled
professionals and the ability to attract and retain competent            An economic slowdown in the U.S. or Europe could adversely
managerial personnel. The industry is human capital intensive            affect the Company’s business and results of operations.
with a high rate of attrition.
                                                                         The Company holds approvals for large number of products in
The Company has a proactive approach to people management                US and Europe in a bid to improve the geographical spread by
and gives them a free hand to take responsibility in line with           seeking new business. The portfolio is being dispersed, so as
their roles. Accountability is earmarked and the staff at all            to increase the proportion of markets and individual customers.
levels is challenged to perform to their potential. The
                                                                         Slowdown in any one economy will not have a major influence
professional approach in day to day management has enabled
                                                                         on the industry. Overall, the healthcare industry is not price
the staff to stay motivated. They are encouraged to learn and
                                                                         elastic, and is reasonably insulated from recessionary trends.
develop their work content and are supported to take leadership
roles.                                                                   Risk related to high dependence on specific markets
Aurobindo has been refining its HR practices with the objective          Current operations are mainly at USA for generic business. Large
of providing excellent working environment. The organisation             percentage of the API is sold within India. High dependence on
is on fast tracked growth and the systems are strengthened in            any market could adversely affect the business, results of
anticipation of future needs. At all key functions, managers             operations and financial condition.
take care to create a succession plan with hierarchy of trained
staff.                                                                   The Company has been consciously spreading its risks.
                                                                         Formulations business is growing as a proportion of the
                                                                         revenues, which has reduced the dependence on APIs.

                                                                         While the initial thrust for the generic business was made to
                                                                         gain foothold in USA, the Company has commenced making
                                                                         significant inroads into the European markets, especially in
                                                                         UK and The Netherlands. Aurobindo would be further
                                                                         accelerating with its marketing strategy to gain business
                                                                         volume in 15 more countries of Europe.

                                                                         Ongoing efforts are to widen the geographical spread by
                                                                         foraying into markets with large potential such as South Africa,
                                                                         Brazil, Australia and Japan. In order to improve the business,
                                                                         results of operations and financial condition, the strategy is
                                                                         being implemented with a time bound action plan.
18                                                         Annual Report 2007
Risk related to competitive pressures                                      The Company strictly follows cGMP standards and the best
                                                                           industry practices. Senior officials conduct internal audits
All the markets, both domestic and export, are subject to high
                                                                           regularly to validate systems and processes as well as identify
competitive pressures. Volumes, prices and margins could be
                                                                           probable failures. Training to the operational staff is given
under pressure.
                                                                           with intent to increase awareness levels and to ensure
Aurobindo has unique strengths which enable the Company to                 conformity with the best manufacturing processes.
face its competitive pressures better than its peers. This risk
                                                                           Beyond the regulatory needs, the organisational commitment
perception would not apply to Aurobindo since it is vertically             is to good health. The staff are responsible and sensitive to
integrated. For most of its generic formulations, the Company              the importance of discipline and the needs of healthcare
has captive manufacture of APIs. This helps keep the cost                  industry. The consciousness of the Aurobindo team is aligned
under control, and improve margins. In a price sensitive                   with good health of the consumers.
industry, Aurobindo is able to offer products at competitive
prices. This is one of the major strengths of the Company.                 Risk related to currency moves

Risk related to lack of pricing power                                      Currency exchange rates could undergo change with Indian rupee
                                                                           gaining strength. This could reduce earnings.
There is almost no control on pricing of products. There is a risk
of margins being under pressure.                                           The rupee is showing signs of strength in relation to the USD
                                                                           and the Company is conscious of the possibility of weakening
With near perfect competition in the generic industry, prices              dollar impacting earnings. This is being mitigated by the
are a function of supply and demand. Prices do trend in                    following actions:
response to supplies as well as competitive pressures. Domestic
pricing is also influenced by global trends in both availability           Hedging of the dollar is likely to minimise the adverse impact
and price of imported APIs.                                                of rupee appreciation. Need based forward cover has been
                                                                           taken on a selective basis.
Industry players with marked presence in segments with
demand are able to differentiate themselves and offer value                Operating margins are being improved by larger proportion of
proposition. In some segments, the brand value and offer has               formulations sales. This will help drive the margins mitigating
enabled players to price the products appropriately. Aurobindo             the possible currency exchange loss.
is able to cope with pricing pressures and the emphasis on                 In the ultimate analysis, Aurobindo is in the business of
quality has minimised the possibilities of commoditization.                manufacturing and marketing APIs and formulations and will
Aurobindo strives to protect margins and has been responsive               always make effort to mitigate the temporary shading of profits.
to the needs of growth as well as profitability.
                                                                           Risk related to interest rate
Risk related to litigation against product launch
                                                                           Higher interest rates can shade the bottomline.
Product launches in markets such as US and Europe could face
various pre-emptive actions including legal issues by competitors          The Company’s financial instruments comprise borrowings, cash
aimed at restricting or impeding the launch. This can not only             and liquid resources and various items such as trade debtors
deter the launch but result in high legal costs.                           and trade creditors, that arise directly from operations. The
                                                                           principal risk arising from the Company’s financial instruments
Aurobindo is conscious of such attempts in the market and                  is interest rate risk.
takes precautions from the initial stage of product
                                                                           Aurobindo finances its operations through a mixture of retained
development. The Company ensures that no infringement is
                                                                           profits and borrowings from financial institutions and banks.
ever done with processes and products of the patent owners,
                                                                           Borrowings are at both fixed and floating rates of interest.
and all development work involves non-infringing processes.
                                                                           The Company’s operations are principally financed by floating
Risk related to serious observations during regulatory                     rate borrowings, whereas significant investment, are generally
audits and inspections                                                     financed through fixed rate borrowings.

There is the risk related to regulatory audits and inspections             Interest rate regime has hardened, although it is seen as a
making serious observations that can apply a set back from                 temporary phenomenon caused by the central bank’s attempt
obtaining product approvals. This can have serious repercussions           at controlling inflation. The rates are expected to ease during
in the business.                                                           the latter half of 2007.

                                                              Annual Report 2007                                                        19
Board of Directors

                     Chairman                                                   Non-executive Directors
                     Mr. P. V. Ramaprasad Reddy                                 Mr. Srinivas Lanka
                     Managing Director                                          Dr. K. Ramachandran
                     Mr. K. Nityananda Reddy                                    Mr. V. S. Janardhanam

                     Wholetime Directors
                                                                                Dr. S. Bimal Singh
                     Dr. M. Sivakumaran                                         Dr. K. A. Balasubramanian
                     Mr. M. Madan Mohan Reddy                                   Mr. B. Sivaprasad Reddy




     Chief Financial Officer               Statutory Auditors                                      Bankers
     Mr. Sudhir B. Singhi                  M/s. S.R. Batliboi  Co.                                Andhra Bank
                                           Chartered Accountants                                   Canara Bank
     Company Secretary                     205, Ashoka Bhoopal Chambers,
                                                                                                   HDFC Bank Limited
     Mr. A. Mohan Rami Reddy               Sardar Patel Road,
                                           Secunderabad – 500 003                                  ICICI Bank Limited
                                                                                                   IDBI Bank Limited
                                           Registrars  Share Transfer Agents                      Standard Chartered Bank
     Internal Auditors
     M/s. K. Nagaraju  Associates         M/s. Karvy Computershare Private Limited                State Bank of Hyderabad
     Chartered Accountants                 46, Avenue – 4, Street No.1                             State Bank of India
     1-8-197, Chikkadpally,                Banjara Hills, Hyderabad – 500 034
     Hyderabad - 500 020                   Tel Nos. +91 40 2342 0818 to 0825
                                           Fax Nos. +91 40 2342 0814
                                           E-mail: mailmanager@karvy.com




20                                                     Annual Report 2007
Notice

NOTICE is hereby given that the Twentieth Annual General                    hereby appointed as a Director of the Company, to
Meeting of the Company will be held on Thursday the                         fill the vacancy caused by retirement of Dr. K.A.
27th day of September, 2007 at 3.00 p.m. at Katriya                         Balasubramanian in respect of which vacancy the
Hotel  Towers, 8, Rajbhavan Road, Somajiguda,                              Company has received a notice in writing pursuant
Hyderabad-500 082 to transact the following business:                       to Section 257(1) of the Companies Act, 1956, from
                                                                            a Member of the Company proposing the
ORDINARY BUSINESS
                                                                            appointment of Dr. P. L. Sanjeev Reddy as Director
1.   To receive, consider and adopt the Audited Balance                     of the Company and whose period of office shall be
     Sheet as at March 31, 2007 and Profit and Loss                         liable to determination by the retirement of Directors
     Account and Cash Flow Statement for the year ended                     by rotation.”
     on that date and the Report of the Board of Directors
                                                                    6.      To consider and if thought fit, to pass, with or
     and the Auditors thereon.
                                                                            without modification(s), the following
2.   To declare dividend for the year ended March 31,                       Resolution as an Ordinary Resolution:
     2007 on the Equity Shares.
                                                                            “RESOLVED that Mr. P. Sarath Chandra Reddy, who
3.   To appoint M/s. S.R. Batliboi  Co., Chartered                         has consented to act as Director if appointed, be
     Accountants as Statutory Auditors of the Company                       and is hereby appointed as a Director of the
     to hold office from the conclusion of this Annual                      Company, to fill the vacancy caused by retirement
     General Meeting until the conclusion of the next                       of Mr. B. Sivaprasad Reddy in respect of which
     Annual General Meeting and to authorise the Board                      vacancy the Company has received a notice in writing
     of Directors to fix their remuneration.                                pursuant to Section 257 (1) of the Companies
SPECIAL BUSINESS                                                            Act,1956, from a Member of the Company proposing
                                                                            the appointment of Mr. P. Sarath Chandra Reddy as
4.   To consider and if thought fit, to pass, with or                       Director of the Company and whose period of office
     without modification(s), the following                                 shall be liable to determination by the retirement
     Resolution as an Ordinary Resolution:                                  of Directors by rotation.”
     “RESOLVED that Mr. M. Sitarama Murthy, who has                 7.      To consider and if thought fit, to pass, with or
     consented to act as Director if appointed, be and is                   without modification(s), the following
     hereby appointed as a Director of the Company, to                      Resolution as a Special Resolution:
     fill the vacancy caused by retirement of Mr. V.S.
     Janardhanam in respect of which vacancy the                            “RESOLVED that pursuant to Section 31 and other
     Company has received a notice in writing pursuant                      applicable provisions of the Companies Act, 1956
     to Section 257 (1) of the Companies Act,1956, from                     the Articles of Association of the Company be and
     a Member of the Company proposing the                                  are hereby amended in the manner set out below:
     appointment of Mr. M. Sitarama Murthy as Director
                                                                            1.   a.   The following Article 1(ii) (c) be deleted:
     of the Company and whose period of office shall be
     liable to determination by the retirement of Directors                           “Agreement” shall mean the Shareholders
     by rotation.”                                                                    Agreement dated February 1, 2004
                                                                                      between the Company, Promoters and
5.   To consider and if thought fit, to pass, with or
                                                                                      Merlion and any modifications thereto
     without modification(s), the following
                                                                                      which have been agreed to in writing by
     Resolution as an Ordinary Resolution:
                                                                                      all Parties from time to time, and shall
     “RESOLVED that Dr. P. L. Sanjeev Reddy who has                                   include all attachments, annexures and
     consented to act as Director if appointed, be and is                             schedules to the Agreement.
                                                       Annual Report 2007                                                            21
b.   The following Article 1(ii) (h) be deleted:                      issue of equity shares on the same terms and
                                                                                conditions as granted to any other new or
               “Majority Affirmative Vote” means the
                                                                                existing Member provided that such right is
               consent of the nominee Director of Merlion
                                                                                exercised by Merlion within 7 days of the
               (or his/her alternate) unless there are
                                                                                Company informing Merlion of the proposed
               more than two Private Equity Investors
                                                                                issue with relevant details and provided further
               and the nominee Director of Merlion (or
                                                                                that for 18 months from February 14, 2004,
               his/her alternate) refuses consent, in
                                                                                the Company shall not issue equity and/or
               which case any two Private Equity
                                                                                equity linked instruments at a price lower than
               Investors voting in favour will constitute
                                                                                the price offered to Merlion and/or with rights
               Majority Affirmative Vote;
                                                                                that are materially superior to the ones given
          c.   The following Article 1(ii) (j) be deleted:                      to Merlion in terms of the Agreement.”

               “Merlion” means Merlion India Fund I                        4.   The following Article 24B be deleted:
               Limited a Company incorporated under the
                                                                                “Subject only to regulatory and procedural
               laws of the Republic of Mauritius and
                                                                                feasibility, notwithstanding anything that may
               having its registered office at TM Building,
                                                                                be contained in these Articles, Merlion shall
               Pope Hennessy Street, Port Louis,
                                                                                have a tag-along right proportionate to
               Mauritius
                                                                                Merlion’s shareholding in the Company in the
          d.   The following Article 1(ii) (k) be deleted:                      event of any sale by the Promoters that would
                                                                                result in the aggregate shareholding of the
               “Merlion Shares” shall mean 2,370,000
                                                                                Promoters falling below the threshold
               fully paid-up equity shares of the Company
                                                                                mentioned in the Agreement.”
               issued and allotted in terms of the
               Agreement.                                                  5.   The following Article 24C be deleted:
          e.   The following Article 1(ii) (p) be deleted:                      “Subject only to applicable laws,
                                                                                notwithstanding anything that may be
               “Private Equity Investors” shall
                                                                                contained in these Articles, if any Shares or
               collectively mean and include Templeton
                                                                                other securities of the Company are listed or
               Strategic Emerging Markets Fund, Merlion,
                                                                                proposed to be listed on one or more stock
               and any other financial investor(s) who
                                                                                exchanges overseas, the Company shall take
               subscribe(s) to an aggregate of up to four
                                                                                all steps, do all such things, execute all such
               million equity shares in tranche(s) by
                                                                                writings and make all regulatory applications
               preferential allotment in terms of the
                                                                                and filings as may be required by law for
               Agreement;
                                                                                permitting or facilitating the unrestricted sale
               Subject to the above amendment, the sub                          and distribution of the Merlion Shares on such
               numbers in Article 1(ii) be renumbered.                          exchanges such that the Merlion Shares are
                                                                                freely transferable on such stock exchanges.
     2.   The following Article 2A be deleted:
                                                                                In connection therewith, Merlion will be
          “In the event of any contradiction between                            entitled to demand any piggyback registration
          Articles 24-A, 24-B, 24-C, 26-A, 39-A, 39-B,                          rights to be exercised at any time at the
          55-A, 55-B, 80-A and/or 80-B and the other                            discretion of Merlion, and for this purpose the
          Articles, the provisions of Articles 24-A, 24-B,                      Company and Merlion shall negotiate and
          24-C, 26-A, 39-A, 39-B, 55-A, 55-B, 80-A and                          execute a Registration Rights Agreement in
          80-B shall prevail.”                                                  customary form and on customary terms and
                                                                                conditions, within thirty (30) days after such
     3.   The following Article 24A be deleted:
                                                                                request by Merlion.”
          “Notwithstanding anything that may be
                                                                           6.   The following Article 26A be deleted:
          contained in these Articles, Merlion shall have
          the right to participate, in proportion to its                        “Notwithstanding anything that may be
          shareholding in the Company, in any future                            contained in these Articles, all the rights and

22                                                    Annual Report 2007
obligations of Merlion under the Agreement                         such meetings includes any of the matters set
     shall terminate and relevant definitions                           out in Articles 80-A and 80-B of the Articles of
     contained in Article 1(ii), as well as Articles                    the Company unless Merlion’s nominee Director
     24-A, 24-B, 24-C, 39-A, 39-B, 55-A, 55-B, 80-                      agrees to a shorter notice. The agenda setting
     A and 80-B of the Articles of Association of                       out in reasonable detail the items of business
     the Company shall be deemed to be deleted                          proposed to be transacted at such meetings of
     without any further act or deed, upon the earlier                  the Board (the “Agenda”) shall be sent to the
     of (i) expiry of 5 years from the date of                          Merlion nominee Director (and his/her
     allotment of Merlion shares or (ii) the shares                     alternate) at least 7 days before the date of
     held by Merlion and its affiliates falling below                   each such meeting of the Board. In general,
     1,580,000 shares or (iii) a change in control                      the items not specified in the Agenda may not
     of Merlion shares from Standard Chartered Plc                      be discussed at any Board meeting. However,
     or its affiliates to any other Person without                      in circumstances where the Chairman considers
     the prior written consent of the Company, such                     it fit and expedient to do so, items not specified
     consent not to be unreasonably withheld.”                          in the Agenda may also be disclosed at a Board
                                                                        meeting so long as the same do not include
7.   The following Article 39A be deleted:
                                                                        any of the matters set out in Articles 80-A and
     “Notwithstanding anything that may be                              80-B of the Articles of the Company. For any
     contained in these Articles, Merlion shall have                    matter other than the matters set out in Articles
     the right to nominate a Director (and the                          80-A and 80-B of the Articles of the Company,
     alternate director for this Director) on the Board                 the nominee Director of Merlion will also be
     for a period of 5 years from February 14, 2004,                    duly informed of the agenda prior to the
     unless its shareholding falls below 1,580,000                      meeting of the Board. Quorum for Board
     Shares. Merlion shall ensure that its nominee                      meetings of the Company which deal with any
     Director (1) shall not, during the tenure of his/                  of the matters set out in Articles 80-A and 80-
     her Directorship in the Company, is a director                     B of the Articles of the Company shall require
     on the board of any competitor Company and,                        the presence of the Director nominated by
     (2) shall at all times keep confidential all                       Merlion. In the event that quorum is not present
     proprietary information of the Company. For the                    within half an hour of the time appointed for
     purposes of these Articles, a ‘competitor’ shall                   holding the meeting, for any reason whatsoever,
     mean any company whose primary business is                         the meeting shall stand adjourned to the same
     the manufacture of pharmaceutical products.                        day in the next week (or such other later date
                                                                        as the Chairman may decide) at the same time
8.   The following Article 39B be deleted:
                                                                        and place and the Directors present at such
     “Notwithstanding anything that may be                              adjourned meeting shall constitute a quorum
     contained in these Articles, Merlion shall have                    provided that:
     the right to recommend by written notice to
     the Company the removal of their nominee                           a.   written notice of the adjournment was
     Director (or his/her alternate, as the case may                         given to the Merlion nominee Director and
     be) at any time, and the appointment of another                         his/her alternate at their usual address for
     person in his/her place and to fill any vacancy                         service of notices of Board meetings not
     in the office of such nominee Director/alternate                        less than five (5) days before the date of
     Director.”                                                              the adjourned meeting;

9.   The following Article 55A be deleted:                              b.   no agenda items are considered at the
                                                                             adjourned meeting which were not on the
     “Notwithstanding anything that may be                                   Agenda for the meeting which was
     contained in these Articles, at least 7 (seven)                         adjourned; and
     days notice of each Board meeting shall be
     given to Merlion’s nominee Director, in the                        c.   the requisite quorum as per the Act is
     event that the business to be transacted at                             present.”
                                                   Annual Report 2007                                                        23
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Annual Report 2008

  • 2. From 1986 to 2007, AUROBINDO PHARMA has come a long way to become India’s top five pharmaceutical companies and undisputed world leader in certain product categories. Today we have 11 operational plants across the globe, around 6000 employees, 20 overseas subsidiaries, half a billion dollar revenue……………. And we are just readying for take off!! Our new corporate logo reflects this pace and leadership. Artistic lines intersect to make up our initials. Initial “A” which is like the arrow in the lift, shows the direction in which we are moving - Upwards at a rapid pace. The way the initial P has been designed to convey our global coverage. The way the initials “A” and “P” have joined conveys the spirit of “partnership” with which we conduct our business with all our stake holders. The logo doesn’t have any boundaries - to communicate that Aurobindo is not bounded by any limitations - knowledge wise, resources wise, ambition wise or attitude wise… A spherical gray line in the center signifies the extent of our positive influence in our planet. Our logo colours are green, gray and blue which are pleasant & friendly colors- not harsh on eyes - which reflect our philosophy of being friendly to our environment - wherever we operate. We believe this new look is in tune with the enormous opportunities that lay ahead of us, which will enable us to become a global powerhouse!! Committed to healthier life
  • 3. Highlights 2006-07 Revenues Rs.Million Net Income Rs.Million EPS Rs. 34.51 2290.8 20228.5 14825.3 12.46 693.8 06 07 06 07 06 07 Domestic Sales Rs.Million Export Sales Rs.Million Formulation Sales Rs.Million 11476.8 8604.5 8320.4 6117.5 5728.5 2703.6 06 07 06 07 06 07 Contents On track to create long term value pg 2 | Focusing on stakeholder expectations pg 4| On track to profitable growth pg 7 Strategy pg 8 |Action Plan pg 10 | Outlook pg 12 | Management Discussion & Analysis pg 14 | Risks & their Management pg 18 Board of Directors pg 20 | Notice pg 21 |Directors’ Report pg 27 | Report on Corporate Governance pg 36 | Auditors’ Report pg 49 Balance Sheet pg 52 | Profit and Loss Account pg 53 | Cash Flow Statement pg 54 | Schedules pg 56 Statement relating to subsidiary companies pg 89 | Consolidated Financial Statements pg 90 Admission Slip / Proxy pg 127 | Forward Looking Statements - IBC Annual Report 2007 1
  • 4. Message from the Chairman On track to create long term value Dear friends transformation to be one of the At the outset, I am happy that most efficient pharmaceutical we delivered well in 2006-07. companies. We have reported stellar We know our destination; we performance in revenues, net have clarity in what we want to income, EBITDA, EPS and other do; and have a clear road key parameters such as market map to achieve it; we know presence, volumes sold and our strengths and are capacity utilization. What If anyone were to ask consolidating them; we also are excites all of us at Aurobindo is me what is it that I aware of the areas that we the platform that we have want, I would say that need to improve to fast track created for launch into the I want Aurobindo to be our progress, and are future. We are actually market in high growth markets addressing them. ready. with high margin The business plan was built products and Completion of a financial year around the belief that increasing market is an opportunity to take a Aurobindo puts long-term share. In essence, I quick view of where we are profitability before short term want Aurobindo to and where we are heading. In growth. have long term the past few years, we got our sustainable growth and plans ready, decided where we Our strengths of expertise, to create wealth for all wanted to go, worked out our quality and security support us those associated with strategies, and estimated the in implementing this strategy. the Company. resources required for the We want to grow but not at 2 Annual Report 2007
  • 5. any price. We are not Our volumes are surging, topline expanding Aurobindo – interested in entering every is on a climb, profits are rising developing products at R&D therapeutic segment merely to and the product pipeline gives that could become stars, achieve topline growth. We many more entry points. We entering the high end markets, seek long term sustainable are becoming a billion dollar adding capacities for active growth that will add value to company primarily by the ingredients, investing in Special the Company and all its passion of our dedicated team Economic Zone at Jedcherla stakeholders. We are on track. and the momentum of growth. near Hyderabad, and Pharma Yet, there are hundred other City near Visakhapatnam. We I am aware that we have done things that need to be done. are also setting up one more a hundred things to reach state-of-the-art R&D facility where we are, hundred tough If anyone were to ask me what exclusively to meet the needs things such as established world is it that I want, I would say of increasing business of class manufacturing facilities that I want Aurobindo to be in contract research. which were inspected by high growth markets with high international regulatory I would also like to get ready margin products and increasing authorities, filed a few hundred for the second billion. We market share. In essence, I dossiers and ANDAs and got would have a larger team to want Aurobindo to have long approvals, created a capable work with the same zeal and term sustainable growth and to marketing infrastructure, commitment for excellence. We create wealth for all those successfully launched products will strive to replicate the associated with the Company. into the most competitive US success in more markets, on We are striving to execute this markets and many others. newer products as well as plan from several directions. We Indeed, it is gratifying to believe deepen the existing will do what is good for that we are present in six relationships. Aurobindo. therapeutic segments that have The initiatives now being taken worldwide addressable market It is in pursuit of this objective will add to the momentum of size of US$ 229 billion. that my colleagues and I are growth and add value to Aurobindo. These are exciting Market size of our therapeutic segments times, and I look forward to the Year ending Dec 31, 2006 US$ Million future with confidence. US Europe Worldwide Anti Infectives 10,263 6,060 27,593 Warm regards ARVs 6,441 3,237 11,775 CNS 31,076 9,320 47,705 CVS 37,816 20,158 81,014 P. V. Ramaprasad Reddy Gastroenterologicals 16,603 6,966 29,463 Chairman Others 16,495 5,326 31,915 Total 118,693 51,066 229,465 Annual Report 2007 3
  • 6. From the Desk of the Managing Director Focusing on stakeholder expectations I am pleased to report that the million as against Rs.694 million year 2006-07 was another in the previous year or Rs.34.5 successful year for our per diluted share as compared Company. We continued to to Rs.12.4 in the previous year. achieve significant growth in This is after growing by 97% in both revenues and earnings, the previous financial year. Our and we generated an after-tax revenues grew by 36% to return on beginning equity of Rs.20228 million in 2006-07. 860%. This is a good indication Overall capacity utilisation at that we are continuing to our API plants increased to 57% create significant value for our from 52% in the previous year. shareholders. In the year under review, we We are indebted to our 4,966 made significant progress in talented and dedicated market presence and volumes associates for their hard work in sold, and have carved distinct making this performance shelf space for many of our possible, as well as millions of products. consumers who continue to Capacity utilisation API We are one of the large place their trust in our Per cent players within the country, and Company and our products. 52 57 have grown by 36% in 2006-07, 2006 2007 During the year 2006-07, our net on the back of 5% growth in income increased to Rs.2291 2005-06. Domestic sales were 4 Annual Report 2007
  • 7. Rs.8320 million in 2006-07 as peers is testament to our compared to Rs.6117 in the strategies to achieve growth previous year. This leadership while maintaining high returns role will be sustained and on invested capital. further improved. At the same time, these strong While we have achieved better results are a foundation for the than industry average growth in future, providing us with the financial strength and the earnings, we have not operational excellence needed compromised our conservative to continue to grow profitably. approach to our business. During the year under review, We are proud of what we have we continued our commitment accomplished and even more to maintaining a strong excited about what lies ahead. balance sheet. We will stay focused on We also raised US $ 200 million stakeholder expectations and strive for value unlocking. On Track by the FCCB route to help fund our future growth. Looking forward, we will continue to expand into new Our recent performance is the markets that offer attractive result of strategies that we have opportunities for us to grow and put in place over the past extend our successful business several years. While we model. We will continue to offer continue to benefit from a and expand our diverse growing global pharma market, product mix to meet the our success in outpacing the changing needs of the earnings growth rates of our pharmaceutical market. Quarterly Performance Rs. Millions Q1 Q2 Q3 Q4 FY07 Revenues 4445.8 4898.6 5404.2 5479.9 20228.5 PBDIT 718.9 789.6 904.9 803.9 3217.3 PBT 506.2 605.6 688.4 511.4 2311.6 PAT 362.1 546.4 601.2 781.1 2290.8 EPS Diluted (Rs.) 5.73 7.99 8.79 11.56 34.51 Annual Report 2007 5
  • 8. The profitability program ANDAs for the USA market in improving our operational includes not only cost savings addition to several filings in efficiencies to be ahead of the but also investments in the other countries. The pace of dynamics of the changing competitiveness of our filings is matched by rapid global pharma market. production facilities to product approvals from various Recognising that there will be overcome the challenges of markets. Till date Aurobindo increased competition, we the market. We are also received 50 ANDA approvals have placed greater emphasis investing in the products and (both final and tentative) from on efficiency, process creating a marketing US alone. Today Aurobindo improvements and competitive infrastructure in about 15 operates in over 100 countries differentiations. We are at the countries of Europe, further and markets over 180 APIs and crossroads of this transformation strengthening the US operations 250 formulations. and stand to gain market and making a foray into share. The formulation portfolio is built Australia. on six technology platforms We are implementing new Aurobindo has products and such as immediate release programs that standardize the markets that display excellent generics, SR/CR generics, and best practices across the strength. We have a very large orally disintegrating/mouth Company making us the most regulatory approved product dissolving generics, combination cost effective as well as more basket of generics for US, products, sterile/lyophilized responsive to our customers' Europe as well as South Africa. generics and liquids/dry syrups. needs. Our greatest strengths are world Globally expanding businesses Finally we continue to invest in class manufacturing facility, require continuous and recruitment and training vertically integrated production structural adaptation to ensure programs to attract, retain and platform from fermentation to scalability, effectiveness, motivate the best associates in active ingredients that meets consistency and quality. We the business. Since our past the needs of manufacturing have ensured that Aurobindo success rests on the shoulders formulations, a large portfolio of stays on these dynamics to of our associates, our future regulatory approved products implement global strategies growth in an increasingly in high demand therapeutic/ consistently to become more competitive market will depend product segments such as effective at operational level. even more on their creativity, antibiotics, anti-retrovirals, CVS, Our efforts are providing entrepreneurial spirit and CNS, gastroenterologicals, and multifold improvements in dedication. anti-allergics. productivity, and in mastering processes efficiently. We at Aurobindo have filed K. Nityananda Reddy todate 114 DMFs and 100 We remain committed to Managing Director 6 Annual Report 2007
  • 9. On track to profitable growth What will it take to lead Aurobindo Pharma into the future? Everything the past required and more. Strengths The Company has clearly identified its goals such as integrated global systems and an including when and where it wants to be. The empowered worldwide talent pool which in the strategies, action plans and the resultant outlook past were worthy objectives, but in the future have been mapped with the best interest of all will be bedrock requirements in support of fast of Aurobindo's stakeholders. growing markets. Globalisation has redrawn the lines between the domestic and developed markets. Aurobindo is ready. Global marketing infrastructure Financial Technical skills in strength manufacturing Profitable growth Scalability of R&D knowledge operations Annual Report 2007 7
  • 10. Targets Skills People Leadership Building blocks of continuous improvements Strategy Formulated towards profitability Our objective our global network of marketing infrastructure and replicate our successes Aurobindo's objective is to be one of the in markets such as US and Canada and leading global pharmaceutical company achieve the same levels of and to create lasting value and quality. accomplishment in Europe and Australia; Our strengths our financial strength. We aim for market leadership in those areas where we see opportunities for Our product launches in North America has profitable business development. In so begun to take firm footholds. The team has doing, we build on our strengths: created a marketing and distribution network that gives some of Aurobindo's products our technical skills in manufacturing processes; significant market share in the generics market. This acceleration has been achieved in a very our RD knowledge and our short time. competence which we are systematically expanding with regard North American learnings and success will be to the launch of products of the replicated in all other major markets. We count future; on the know-how of our staff throughout the our capacity for innovation which world, their experience and their specialist and supports us in commercialising the intercultural knowledge and strive to achieve a products developed by the in-house strong presence in all the carefully chosen RD; markets. 8 Annual Report 2007
  • 11. Our transformation so far fermentation to formulations, Aurobindo is straddling the value chain. Over the last few years we have adopted strategic courses, which shaped our decisions in The Company is far better placed to provide the year under review. quality products with raw materials under its control, within shortest time to market and at Since our shift from domestic market bias prices that are competitive. to developed market orientation, we have consistently geared our pharmaceutical Our strategic guidelines business to the objective of profitability Profitability with growth. We keep both and growth; perspectives in the interest of all the We have prioritised our target markets, stakeholders. customers and products according to Our application for ANDAs, pipeline of approvals anticipated earnings; and product mix are geared to long-term We have substantially reduced the risks in sustainable profitability. This commitment to our market and product portfolio; consistent earnings preference recognises margin oriented growth. We have significantly strengthened our cash flow. Our simultaneous involvement in APIs and formulations improves our internal balance of Our challenges and market prospects risks and results and creates a greater overall The demand for effective and affordable drugs stability. It is our objective to achieve is increasing in all markets. While healthcare sustainable profitability in all business segments. costs are increasing, customers have been Decision making tools are fine tuned to seeking for more effective drugs at affordable developments in our business environment. At prices. These challenges need to be met, for in Aurobindo, the team realises that sustainable the long run there is no getting round the fact companies tend to outperform their peers. that healthcare needs to be inexpensive and Our sustainability emphasis enables us to initiate within reach of the common man. change and structure our future. At Aurobindo Aurobindo has a vertically integrated the sustainability practices include commitment manufacturing platform that enables costs to be to quality, consistent performance, a history of contained and facilitates offering the products good execution in business and strong balance at competitive prices. Being a producer from sheet. Annual Report 2007 9
  • 12. Action Plan We work for future growth Focus areas Market oriented To capitalize on opportunities to expand into Aurobindo means to be the preferred supplier in new market segments, we have developed each of its markets, providing value exceeding specific action plans for each of the key areas anything available from other sources. This is of our business. These strategies are to: why the Aurobindo manufacturing systems are based on producing for use in the specific Expand the generic business by increasing market, not for inventory. exports to developed markets; For an Aurobindo customer, this means getting Enhance our established base in API; exactly what you want, when you want it - at Build strong customer relationships through the most competitive cost - anywhere in the value added products and services; world. Achieve manufacturing excellence; In the process, we work with and for our customers. They are our partners. Develop technology solutions through path finding RD; Sound on base business improve efficiency and reduce operating Ensure the base business is on sound costs while maintaining quality; foundations. Our strength has been a large Strengthen our competitive position portfolio of pharmaceutical ingredients, and we through alliances; have leadership positions in many of them. We shall grow this business and consolidate our Pursue acquisition opportunities that market presence. enhance our range of products and global presence. 10 Annual Report 2007
  • 13. RD to find solutions quality. Our lab-to-market process is already fast tracked. World class facilities and trained While we deal with complex chemistry, we have operational staff demonstrate on a daily basis, kept our innovation processes very simple. We excellence in manufacturing is the first step are market and customer driven, take care to towards offering reliability to the customer. be reliable and ensure that we are ahead of the curve. This is a simple process, with a large Strengthen competitive presence in the market team of professionals dedicated to creating product pipeline that will protect and enhance We work with some of the best names in the human health. pharmaceutical industry and look forward to strengthening the alliances - whether for being Commitment to customers is being enlarged by a vendor of first choice for its products, in developing the existing business of contract contract research and as a contract research. India offers a dependable alternative manufacturer. Aurobindo will extend the present for customers across the world and Aurobindo linkages and build them into strong relationships. with its proven track record in complex chemistry and ensuring compliance with Seek inorganic growth regulatory needs is cementing the relationship with a few large customers. A new RD facility Aurobindo sees huge potential for its products is likely to be set up in the near future. and will strive to have organic growth. However, there is a felt need to shorten-the-time-and- Consistent manufacturing quality distance to the market. Wherever there is The production facilities are effective to ship out synergy and where there is a cultural fit, the batch after batch of consistent quality. The Company will attempt to fast track by growing infrastructure has scalability to cater to large the inorganic way. volume needs and is manned by committed Unlocking organisational value demands that we professionals. make the best use of our resources. We shall Aurobindo believes in being cost effective and seek growth, both by organic and inorganic improving productivity while maintaining the routes. Status of regulatory filings Filed Approved DMFs/CoS US FDA 114 * EDMF/CoS 93 * ANDAs 160 74 US FDA 100 50 Europe 40 7 WHO 20 17 Patents 272 40 * No statutory approval required for DMF As on July 31, 2007 Annual Report 2007 11
  • 14. Expand gross profit margin Grow revenues Volume Increase market presence to Value Improve mix Drive innovation Outlook Sustained profitable growth Its called a virtuous cycle. The Company has Profitable growth builds financial strength which strategy of carefully planned growth and underwrites the profitable growth to come. Over balance sheet discipline; the past five years, Aurobindo has invested in the commitment to make performance the growth with capital improvements and talent fulcrum of the organisation; pool. Assets have grown, and so have productivity and rate of return. the will to do what works for our customers, our business, our suppliers, our Result - a larger, stronger and powerful employees and our investors. Aurobindo with abundant resources to capitalise on future opportunities. While the destination and milestones are clear, carefully calibrated, effective steps are being taken towards the needs of the market. 12 Annual Report 2007
  • 15. Planned growth What is good for the customer will be good for our business. Organizational plans are to reach one billion revenues by 2010, with margins rising faster than Enhance value for stakeholder the topline. Focus will be on high value, high Our stakeholder trust and confidence will be margin products. reciprocated. They have been our inspiration Performance the fulcrum and we understand their perspective. Our suppliers are valuable and they help us to Every transaction and each customer is being perform better. We shall strive to become the treated as the best that value can offer. Very preferred employer and for our investors the high due date performance backed up by preferred investment decision. service that meets critical customer expectations will continue to be pursued. Distinct manufacturing sites for different segments Unit Segments Certifications APIs Unit I CVS, CNS, Anti-allergics US FDA, WHO Unit I A Cephs US FDA Unit VA SSPs US FDA Unit VI Cephs US FDA, WHO, Health Canada Unit VIII CNS, CVS, US FDA, WHO Gastroentrological, ARVs Unit XI A ARVs US FDA, WHO Formulations Unit III Multi-purpose US FDA, UK MHRA, WHO, Non-Betalactums Health Canada, MCC (SA) ANVISA (Brazil) Unit VI B Cephs US FDA, MCC (SA), Health Canada, Brazil ANVISA Unit XII SSPs US FDA, UK MHRA, Health Canada, MCC (SA) ANVISA (Brazil) Bio-equivalence centre US FDA, WHO, ANVISA (Brazil) Annual Report 2007 13
  • 16. Management Discussion Analysis The US and European pharmaceutical markets are heading toward generics, and this move is expected to offer enormous benefits to India. Thanks to high priced drugs in western world, manufacturers are pressurized from their government to control Global Developments cost, and this implies that they'll have to move their manufacturing base to India. The pharmaceutical industry worldwide showed 7% growth in 2006 with USA growing at 8.2%. During the same period, Indian pharmaceutical market is poised to grow by 10% by Europe grew at 4.4% with an industry size of US$ 156 billion. the year 2010. Some of the best players in the world are in Some of the other markets such as Canada and Australia grew India, and are taking the initiative to lead the country on a by 7% and 6% respectively. trajectory of growth. North America and Europe are the largest markets and account Growth in the country is primarily on account of commitment for 48% and 28% respectively of the global industry. The highly to intellectual property rights, strict patent regime, growing regulated US market includes drugs which are under patent pool of skilled professionals, and opportunities for both up and those that have gone off patent, and is valued at around and down stream businesses. US$ 276 billion. Company Perspective The regulated markets protect intellectual property rights of This is the right time for a research led company such as the product including process of manufacture. These are also Aurobindo Pharma with quality products, regulatory approvals markets which have stringent quality standards, and stipulate and a competitive approach to gain significant market share regulatory inspection of manufacturing facilities and approval in the process creating a name for itself. The Company of products marketed. recognizes this opportunity and has positioned itself to make Rising healthcare costs have led to many governments its presence felt in the regulated pharmaceutical markets. The enforcing stricter cost containment measures. The effect of Company has initiated and completed quality and capacity this is a growing market for generic pharmaceutical products. upgrades and is ready to make the shift. The generics market is notching percentage growth higher than Aurobindo Pharma is a fast track integrated pharmaceutical the industry growth. company headquartered in Hyderabad, India, developing, Under the new patent regime, the innovator (patent holder) manufacturing and marketing active pharmaceutical ingredients of the drug retains the product patent for a fixed period of (APIs also referred as bulk actives), intermediates and generic twenty years. Generic manufacturers are permitted to compete formulations. The Company ranks among the top five with the innovator after patent expiry. pharmaceutical companies in India and is a multi product, multi technology, and transnational company. Today the The growth prospects for the industry are attractive. The global Company's products are serving consumers in India and over pharmaceutical market is forecast to grow to US$ 842 billion 100 other countries, including the premium markets of US in 2010, an equivalent CAGR of 6.9% over the next few years. Europe. More significant, the world's leading drugs are facing patent Aurobindo today is a manufacturer of anti-infectives, expiry in the near future. In the United States alone, close to intermediates and active ingredients for anti-infectives with US$ 50 billion worth of branded revenue will be made available leadership positions in India and a significant presence in to generic competition. emerging global markets. These markets are growing fast and Indian industry trends offer steady profitability. The pharmaceutical industry in India is set to expand and The Company has an established reputation as a supplier in demonstrate tremendous growth, with western manufacturers domestic as well as other emerging markets. This position seeking to shift jobs to this country to reduce cost and to tap shall be maintained and expanded upon. The Company plans the skilled pool of professionals available here. to leverage this strength to open new markets for its products. 14 Annual Report 2007
  • 17. In the past two years, concerted efforts have been made 65 APIs in the non-antibiotics and 55 APIs in the antibiotic successfully, to gain a toe-hold in the developed markets such segment. These segments have an addressable worldwide as US Europe. Aurobindo will pursue to gain a significant market size of US$ 229 billion, including US$ 118 billion in presence in such generic markets. US and US$ 51 billion in Europe. The Company values its contribution to its customers and the Infrastructure medical profession and growth plans have been made keeping The company has received approvals for several of its this perspective. Aurobindo Pharma proactively responds to manufacturing facilities from leading regulatory agencies like the changing requirements of the medical profession and US FDA, UK MHRA, WHO, Health Canada, MCC South Africa. A enables its core customers to meet their market needs while large infrastructure supports the operations. taking care to remain a quality conscious cost efficient producer. Threats Challenges Aurobindo's goal is to build a globally successful Aurobindo's success in regulatory markets depends on its ability pharmaceutical company and its mission is to make quality to successfully develop, register, produce and market its generic pharmaceutical products affordable to all. The Company seeks equivalents. Typically, the market for generics is highly active to establish a strong presence for its generic formulation in the first two years following patent expiry of the brand products in the regulated markets. name drug. Prices fall after this period. The timing of the Company's product launch is therefore crucial. Products There is sensitivity in the ability to sell, as well. All these have been addressed. Of course, Aurobindo is confident of meeting the needs of the market, given the fact the Company is possibly the most cost effective producer in its industry. The Company had planned its entry into generics much in advance. The Company had initiated RD efforts to make possible a timely entry. Drugs due for patent expiry are identified early and their generic equivalents developed. The next step is to file for and receive patents and plant approvals. The Company has filed its patent applications. Reliable production of quality products is the Company's forte and recent capacity increases have seen to it that large volume manufacture can be undertaken. One of Aurobindo's strength has been effective marketing of The Company's robust product portfolio is spread over six major its products. With an eye on the future, the Company has therapeutic/product areas (antibiotics, anti-retrovirals, CVS, entered into agreements with strategic partners for widening CNS, gastroenterologicals, and anti-allergics) encompassing its reach. ABRIDGED PROFIT LOSS ACCOUNT Rs. Millions 2004 2005 2006 2007 Gross Sales 13,410.7 11,591.7 14,722.0 19,797.2 Other Income 182.5 91.1 103.3 431.3 Gross Profit (PBDIT) 2,351.2 1,159.5 1,888.5 3,217.3 Interest 284.3 325.4 448.3 187.3 Depreciation 341.6 404.9 511.2 718.4 Tax 455.1 78.4 235.2 20.8 Net Profit 1,270.2 350.8 693.8 2,290.8 Annual Report 2007 15
  • 18. The Company has therefore identified and mitigated its Financial management and internal controls immediate risks and concerns and does not pursue any risks The Company has a disciplined approach to costs and follows or concerns other than those which are common to the industry prudential norms. Systems are strictly enforced, and costs are such as exchange risks and other commercial and business closely monitored. Careful planning ensures there are no time related risks. These are being addressed separately, in detail. over-runs. As in earlier years, there are certain events or transactions during the year that need mention. Quality and Cost Management Aurobindo through its wholly owned subsidiary Agile Pharma Aurobindo has derived significant business advantages from B.V., the Netherlands, has acquired 100% holding in Pharmacin responsible product stewardship. Noteworthy advancements International B.V. This enterprise is engaged in the business in the form of reduced manufacturing costs and consistent of supply of licensing of generic pharmaceuticals in Netherlands quality standards have been ensured while all legal and and select key markets in Europe. Pharmacin International regulatory requirements are met. B.V. has further two subsidiary companies viz., Pharmacin Products B.V. and Pharmacin B.V. The Company believes that A conscious awareness for applying quality controls and cost similar to the acquisition of Milpharm Limited in U.K. in early leadership has permeated the organization at all levels. The 2006, these acquisitions reduce the time to market and enhance skilled and experienced team at all the plants is conscious of the relationships in the generic value chain and help build a its responsibility and delivers what the market wants. broad and formidable product portfolio. Aurobindo's cost synergies accruing from its holistic integration The Company also shed assets, facilities, equipments and policy and its insistence on quality have attractively positioned products where the returns are not commensurate with the the company to become a competitive player in the increasingly investments or effort. Aurobindo TongLing (Datong) cost-conscious markets of the future. Pharmaceutical Company Limited (ATDPL) located at Datong, ABRIDGED BALANCE SHEET Rs. Millions 2004 2005 2006 2007 Fixed Assets Gross Block 6,960.1 9,062.4 10,223.5 11256.0 Less: Depreciation 1,114.1 1,516.9 1,952.2 2318.1 Net Block 5,846.0 7,545.5 8,271.3 8937.9 Intangible Assets – 167.3 367.4 18.3 Investments 1,488.9 1,512.7 1,741.6 2027.3 Current Assets, Loans Advances 9,037.2 9,922.8 14,427.1 22210.1 Less: Current Liabilities provisions 1,753.4 2,061.4 2,982.1 3464.8 Bank Borrowings 2,255.5 2,602.6 3,291.7 5362.0 Net Working Capital 5,028.3 5,258.8 8,153.3 13383.3 Net Tangible Assets 12,363.2 14,484.3 18,533.6 24366.8 Less: Secured Term Loans 2,890.6 3,641.4 3,149.5 1497.5 Unsecured Loans 1,037.8 2,047.2 5,611.0 12903.9 Net Worth 8,434.8 8,795.7 9,773.1 9965.4 Represented by Equity Shares 253.9 253.9 266.7 266.9 Share Warrants 350.0 350.0 – – Reserves Surplus 7,309.9 7,632.0 8,787.8 9026.3 Total 7,913.8 8,235.9 9,054.5 9293.2 Deferred Tax liability 521.0 559.8 718.6 672.2 Net Worth 8,434.8 8,795.7 9,773.1 9965.4 16 Annual Report 2007
  • 19. Shanxi, China, a wholly owned subsidiary engaged in a The Company will continue to focus on talent and their manufacture of pharmaceutical products catering to local retention in what is already a skill driven organization. Chinese markets had been incurring losses and in the best Continuous program of training to help enhance skills has interests of the Company, the entire holding was disinvested. ensured that there is a large reservoir of knowledgeable professionals in each function. Similarly, products, which gave low returns, have been shed. At the same time, addition to product portfolio has been made While the Company today delivers what the customer wants, where there is competitive advantage. and is consciously charting its growth with the objective of meeting all the aspirations of the stakeholders, the The Company works on tight controls and hence the borrowings and therefore interest costs are pegged to the required management has been professionalised in key functions of minimum. Borrowings are made at competitive rates, and the organisation. The team is working to institutionalise utilization is monitored for end use. systems and turn Aurobindo into effective and self-generating machinery. The system of internal controls is supplemented by internal audit carried out by competent professionals retained by the Outlook Company. Aurobindo is climbing the value chain. The goal is to build a Aurobindo has selected Oracle applications for its ERP vertically integrated global pharmaceutical company that is implementation. The package has been selected to fulfill the strong in its therapeutic segments across the premium markets. needs of finance, distribution and manufacturing activities of Considerable work has been done, and the Company has reached the Company. The project went live effective April 1, 2006 the cross roads. Mapping has been done in all macro and micro and is fully operational. The Company would benefit from areas, and the direction has been set. enhanced integrity of systems, better decision-making tools, The Company has powerful core competencies. Adding to this and effectiveness of management. is a strong balance sheet, cost effectiveness and a widening Finance, purchasing, sales, inventory, process manufacturing, knowledge base. quality control, plant maintenance areas are now fully The Company has proven ability to confront challenges and operational. Projects, OPM financials, fixed assets and human turn them into strengths. People skills, RD initiatives, resources are in the process of getting implemented. Apart manufacturing facilities and systems, marketing infrastructure from core ERP, additional areas like business intelligence, CRM and strategically positioned organisational presence in key (Customer Relation Management) modules, analytical markets would be unlocking value for all stakeholders. applications such as financial analyzer and sales analyzer will also be implemented to fulfill the needs of the Company. Competent human resources and intelligent management have In the opinion of the Board, internal control systems are built this organization into a potential pharmaceutical adequate to safe guard the interests of the Company. powerhouse. Subsidiaries / Joint Ventures Aurobindo has been on a process of metamorphosis, and now has gained the confidence to take a leap and participate in Today, Aurobindo Pharma is an acknowledged leader in APIs the emerging opportunities of premium markets. Indeed, the particularly in anti-infectives, anti-virals and select life style Company is fast tracking towards its goals. disease drugs and has a significant presence in large parts of the world. RD will continue to provide the head wind, with the Company entering in a big way the business of contract research. Not In order to further strengthen operations and penetrate the only the present strengths would get fully utilized, but the API and dosage formulations segments both in regulated and Company would be able to draw on downstream gains when other global markets, Aurobindo Pharma has established a the projects turn commercially viable. This is an attempt to number of wholly owned subsidiaries, joint ventures, and meets the needs of the global industry with significant representative offices at strategic locations. potential for Aurobindo to improve its business stream. Human Resources The strategies and action plans are in place and the final The Company currently employs 4,966 competent men and equation reveals that Aurobindo is poised for sustainable and women. Aurobindo is aware that its own people are the key to profitable long-term growth. The Company has set itself targets the future realization of its goals. To this end, the Company is which include becoming a billion dollar company by 2009-10 initiating steps towards a better work environment. with bottomline to grow at a faster clip. Annual Report 2007 17
  • 20. Risks their Management The management of Aurobindo periodically assesses the risks and takes comprehensive steps to pre-empt, manage and control them. While all productive assets are insured, some of the industry specific risks need iteration: Risk related to Human Resources Risk related to economic and political conditions in the world Aurobindo’s success depends largely upon the highly-skilled professionals and the ability to attract and retain competent An economic slowdown in the U.S. or Europe could adversely managerial personnel. The industry is human capital intensive affect the Company’s business and results of operations. with a high rate of attrition. The Company holds approvals for large number of products in The Company has a proactive approach to people management US and Europe in a bid to improve the geographical spread by and gives them a free hand to take responsibility in line with seeking new business. The portfolio is being dispersed, so as their roles. Accountability is earmarked and the staff at all to increase the proportion of markets and individual customers. levels is challenged to perform to their potential. The Slowdown in any one economy will not have a major influence professional approach in day to day management has enabled on the industry. Overall, the healthcare industry is not price the staff to stay motivated. They are encouraged to learn and elastic, and is reasonably insulated from recessionary trends. develop their work content and are supported to take leadership roles. Risk related to high dependence on specific markets Aurobindo has been refining its HR practices with the objective Current operations are mainly at USA for generic business. Large of providing excellent working environment. The organisation percentage of the API is sold within India. High dependence on is on fast tracked growth and the systems are strengthened in any market could adversely affect the business, results of anticipation of future needs. At all key functions, managers operations and financial condition. take care to create a succession plan with hierarchy of trained staff. The Company has been consciously spreading its risks. Formulations business is growing as a proportion of the revenues, which has reduced the dependence on APIs. While the initial thrust for the generic business was made to gain foothold in USA, the Company has commenced making significant inroads into the European markets, especially in UK and The Netherlands. Aurobindo would be further accelerating with its marketing strategy to gain business volume in 15 more countries of Europe. Ongoing efforts are to widen the geographical spread by foraying into markets with large potential such as South Africa, Brazil, Australia and Japan. In order to improve the business, results of operations and financial condition, the strategy is being implemented with a time bound action plan. 18 Annual Report 2007
  • 21. Risk related to competitive pressures The Company strictly follows cGMP standards and the best industry practices. Senior officials conduct internal audits All the markets, both domestic and export, are subject to high regularly to validate systems and processes as well as identify competitive pressures. Volumes, prices and margins could be probable failures. Training to the operational staff is given under pressure. with intent to increase awareness levels and to ensure Aurobindo has unique strengths which enable the Company to conformity with the best manufacturing processes. face its competitive pressures better than its peers. This risk Beyond the regulatory needs, the organisational commitment perception would not apply to Aurobindo since it is vertically is to good health. The staff are responsible and sensitive to integrated. For most of its generic formulations, the Company the importance of discipline and the needs of healthcare has captive manufacture of APIs. This helps keep the cost industry. The consciousness of the Aurobindo team is aligned under control, and improve margins. In a price sensitive with good health of the consumers. industry, Aurobindo is able to offer products at competitive prices. This is one of the major strengths of the Company. Risk related to currency moves Risk related to lack of pricing power Currency exchange rates could undergo change with Indian rupee gaining strength. This could reduce earnings. There is almost no control on pricing of products. There is a risk of margins being under pressure. The rupee is showing signs of strength in relation to the USD and the Company is conscious of the possibility of weakening With near perfect competition in the generic industry, prices dollar impacting earnings. This is being mitigated by the are a function of supply and demand. Prices do trend in following actions: response to supplies as well as competitive pressures. Domestic pricing is also influenced by global trends in both availability Hedging of the dollar is likely to minimise the adverse impact and price of imported APIs. of rupee appreciation. Need based forward cover has been taken on a selective basis. Industry players with marked presence in segments with demand are able to differentiate themselves and offer value Operating margins are being improved by larger proportion of proposition. In some segments, the brand value and offer has formulations sales. This will help drive the margins mitigating enabled players to price the products appropriately. Aurobindo the possible currency exchange loss. is able to cope with pricing pressures and the emphasis on In the ultimate analysis, Aurobindo is in the business of quality has minimised the possibilities of commoditization. manufacturing and marketing APIs and formulations and will Aurobindo strives to protect margins and has been responsive always make effort to mitigate the temporary shading of profits. to the needs of growth as well as profitability. Risk related to interest rate Risk related to litigation against product launch Higher interest rates can shade the bottomline. Product launches in markets such as US and Europe could face various pre-emptive actions including legal issues by competitors The Company’s financial instruments comprise borrowings, cash aimed at restricting or impeding the launch. This can not only and liquid resources and various items such as trade debtors deter the launch but result in high legal costs. and trade creditors, that arise directly from operations. The principal risk arising from the Company’s financial instruments Aurobindo is conscious of such attempts in the market and is interest rate risk. takes precautions from the initial stage of product Aurobindo finances its operations through a mixture of retained development. The Company ensures that no infringement is profits and borrowings from financial institutions and banks. ever done with processes and products of the patent owners, Borrowings are at both fixed and floating rates of interest. and all development work involves non-infringing processes. The Company’s operations are principally financed by floating Risk related to serious observations during regulatory rate borrowings, whereas significant investment, are generally audits and inspections financed through fixed rate borrowings. There is the risk related to regulatory audits and inspections Interest rate regime has hardened, although it is seen as a making serious observations that can apply a set back from temporary phenomenon caused by the central bank’s attempt obtaining product approvals. This can have serious repercussions at controlling inflation. The rates are expected to ease during in the business. the latter half of 2007. Annual Report 2007 19
  • 22. Board of Directors Chairman Non-executive Directors Mr. P. V. Ramaprasad Reddy Mr. Srinivas Lanka Managing Director Dr. K. Ramachandran Mr. K. Nityananda Reddy Mr. V. S. Janardhanam Wholetime Directors Dr. S. Bimal Singh Dr. M. Sivakumaran Dr. K. A. Balasubramanian Mr. M. Madan Mohan Reddy Mr. B. Sivaprasad Reddy Chief Financial Officer Statutory Auditors Bankers Mr. Sudhir B. Singhi M/s. S.R. Batliboi Co. Andhra Bank Chartered Accountants Canara Bank Company Secretary 205, Ashoka Bhoopal Chambers, HDFC Bank Limited Mr. A. Mohan Rami Reddy Sardar Patel Road, Secunderabad – 500 003 ICICI Bank Limited IDBI Bank Limited Registrars Share Transfer Agents Standard Chartered Bank Internal Auditors M/s. K. Nagaraju Associates M/s. Karvy Computershare Private Limited State Bank of Hyderabad Chartered Accountants 46, Avenue – 4, Street No.1 State Bank of India 1-8-197, Chikkadpally, Banjara Hills, Hyderabad – 500 034 Hyderabad - 500 020 Tel Nos. +91 40 2342 0818 to 0825 Fax Nos. +91 40 2342 0814 E-mail: mailmanager@karvy.com 20 Annual Report 2007
  • 23. Notice NOTICE is hereby given that the Twentieth Annual General hereby appointed as a Director of the Company, to Meeting of the Company will be held on Thursday the fill the vacancy caused by retirement of Dr. K.A. 27th day of September, 2007 at 3.00 p.m. at Katriya Balasubramanian in respect of which vacancy the Hotel Towers, 8, Rajbhavan Road, Somajiguda, Company has received a notice in writing pursuant Hyderabad-500 082 to transact the following business: to Section 257(1) of the Companies Act, 1956, from a Member of the Company proposing the ORDINARY BUSINESS appointment of Dr. P. L. Sanjeev Reddy as Director 1. To receive, consider and adopt the Audited Balance of the Company and whose period of office shall be Sheet as at March 31, 2007 and Profit and Loss liable to determination by the retirement of Directors Account and Cash Flow Statement for the year ended by rotation.” on that date and the Report of the Board of Directors 6. To consider and if thought fit, to pass, with or and the Auditors thereon. without modification(s), the following 2. To declare dividend for the year ended March 31, Resolution as an Ordinary Resolution: 2007 on the Equity Shares. “RESOLVED that Mr. P. Sarath Chandra Reddy, who 3. To appoint M/s. S.R. Batliboi Co., Chartered has consented to act as Director if appointed, be Accountants as Statutory Auditors of the Company and is hereby appointed as a Director of the to hold office from the conclusion of this Annual Company, to fill the vacancy caused by retirement General Meeting until the conclusion of the next of Mr. B. Sivaprasad Reddy in respect of which Annual General Meeting and to authorise the Board vacancy the Company has received a notice in writing of Directors to fix their remuneration. pursuant to Section 257 (1) of the Companies SPECIAL BUSINESS Act,1956, from a Member of the Company proposing the appointment of Mr. P. Sarath Chandra Reddy as 4. To consider and if thought fit, to pass, with or Director of the Company and whose period of office without modification(s), the following shall be liable to determination by the retirement Resolution as an Ordinary Resolution: of Directors by rotation.” “RESOLVED that Mr. M. Sitarama Murthy, who has 7. To consider and if thought fit, to pass, with or consented to act as Director if appointed, be and is without modification(s), the following hereby appointed as a Director of the Company, to Resolution as a Special Resolution: fill the vacancy caused by retirement of Mr. V.S. Janardhanam in respect of which vacancy the “RESOLVED that pursuant to Section 31 and other Company has received a notice in writing pursuant applicable provisions of the Companies Act, 1956 to Section 257 (1) of the Companies Act,1956, from the Articles of Association of the Company be and a Member of the Company proposing the are hereby amended in the manner set out below: appointment of Mr. M. Sitarama Murthy as Director 1. a. The following Article 1(ii) (c) be deleted: of the Company and whose period of office shall be liable to determination by the retirement of Directors “Agreement” shall mean the Shareholders by rotation.” Agreement dated February 1, 2004 between the Company, Promoters and 5. To consider and if thought fit, to pass, with or Merlion and any modifications thereto without modification(s), the following which have been agreed to in writing by Resolution as an Ordinary Resolution: all Parties from time to time, and shall “RESOLVED that Dr. P. L. Sanjeev Reddy who has include all attachments, annexures and consented to act as Director if appointed, be and is schedules to the Agreement. Annual Report 2007 21
  • 24. b. The following Article 1(ii) (h) be deleted: issue of equity shares on the same terms and conditions as granted to any other new or “Majority Affirmative Vote” means the existing Member provided that such right is consent of the nominee Director of Merlion exercised by Merlion within 7 days of the (or his/her alternate) unless there are Company informing Merlion of the proposed more than two Private Equity Investors issue with relevant details and provided further and the nominee Director of Merlion (or that for 18 months from February 14, 2004, his/her alternate) refuses consent, in the Company shall not issue equity and/or which case any two Private Equity equity linked instruments at a price lower than Investors voting in favour will constitute the price offered to Merlion and/or with rights Majority Affirmative Vote; that are materially superior to the ones given c. The following Article 1(ii) (j) be deleted: to Merlion in terms of the Agreement.” “Merlion” means Merlion India Fund I 4. The following Article 24B be deleted: Limited a Company incorporated under the “Subject only to regulatory and procedural laws of the Republic of Mauritius and feasibility, notwithstanding anything that may having its registered office at TM Building, be contained in these Articles, Merlion shall Pope Hennessy Street, Port Louis, have a tag-along right proportionate to Mauritius Merlion’s shareholding in the Company in the d. The following Article 1(ii) (k) be deleted: event of any sale by the Promoters that would result in the aggregate shareholding of the “Merlion Shares” shall mean 2,370,000 Promoters falling below the threshold fully paid-up equity shares of the Company mentioned in the Agreement.” issued and allotted in terms of the Agreement. 5. The following Article 24C be deleted: e. The following Article 1(ii) (p) be deleted: “Subject only to applicable laws, notwithstanding anything that may be “Private Equity Investors” shall contained in these Articles, if any Shares or collectively mean and include Templeton other securities of the Company are listed or Strategic Emerging Markets Fund, Merlion, proposed to be listed on one or more stock and any other financial investor(s) who exchanges overseas, the Company shall take subscribe(s) to an aggregate of up to four all steps, do all such things, execute all such million equity shares in tranche(s) by writings and make all regulatory applications preferential allotment in terms of the and filings as may be required by law for Agreement; permitting or facilitating the unrestricted sale Subject to the above amendment, the sub and distribution of the Merlion Shares on such numbers in Article 1(ii) be renumbered. exchanges such that the Merlion Shares are freely transferable on such stock exchanges. 2. The following Article 2A be deleted: In connection therewith, Merlion will be “In the event of any contradiction between entitled to demand any piggyback registration Articles 24-A, 24-B, 24-C, 26-A, 39-A, 39-B, rights to be exercised at any time at the 55-A, 55-B, 80-A and/or 80-B and the other discretion of Merlion, and for this purpose the Articles, the provisions of Articles 24-A, 24-B, Company and Merlion shall negotiate and 24-C, 26-A, 39-A, 39-B, 55-A, 55-B, 80-A and execute a Registration Rights Agreement in 80-B shall prevail.” customary form and on customary terms and conditions, within thirty (30) days after such 3. The following Article 24A be deleted: request by Merlion.” “Notwithstanding anything that may be 6. The following Article 26A be deleted: contained in these Articles, Merlion shall have the right to participate, in proportion to its “Notwithstanding anything that may be shareholding in the Company, in any future contained in these Articles, all the rights and 22 Annual Report 2007
  • 25. obligations of Merlion under the Agreement such meetings includes any of the matters set shall terminate and relevant definitions out in Articles 80-A and 80-B of the Articles of contained in Article 1(ii), as well as Articles the Company unless Merlion’s nominee Director 24-A, 24-B, 24-C, 39-A, 39-B, 55-A, 55-B, 80- agrees to a shorter notice. The agenda setting A and 80-B of the Articles of Association of out in reasonable detail the items of business the Company shall be deemed to be deleted proposed to be transacted at such meetings of without any further act or deed, upon the earlier the Board (the “Agenda”) shall be sent to the of (i) expiry of 5 years from the date of Merlion nominee Director (and his/her allotment of Merlion shares or (ii) the shares alternate) at least 7 days before the date of held by Merlion and its affiliates falling below each such meeting of the Board. In general, 1,580,000 shares or (iii) a change in control the items not specified in the Agenda may not of Merlion shares from Standard Chartered Plc be discussed at any Board meeting. However, or its affiliates to any other Person without in circumstances where the Chairman considers the prior written consent of the Company, such it fit and expedient to do so, items not specified consent not to be unreasonably withheld.” in the Agenda may also be disclosed at a Board meeting so long as the same do not include 7. The following Article 39A be deleted: any of the matters set out in Articles 80-A and “Notwithstanding anything that may be 80-B of the Articles of the Company. For any contained in these Articles, Merlion shall have matter other than the matters set out in Articles the right to nominate a Director (and the 80-A and 80-B of the Articles of the Company, alternate director for this Director) on the Board the nominee Director of Merlion will also be for a period of 5 years from February 14, 2004, duly informed of the agenda prior to the unless its shareholding falls below 1,580,000 meeting of the Board. Quorum for Board Shares. Merlion shall ensure that its nominee meetings of the Company which deal with any Director (1) shall not, during the tenure of his/ of the matters set out in Articles 80-A and 80- her Directorship in the Company, is a director B of the Articles of the Company shall require on the board of any competitor Company and, the presence of the Director nominated by (2) shall at all times keep confidential all Merlion. In the event that quorum is not present proprietary information of the Company. For the within half an hour of the time appointed for purposes of these Articles, a ‘competitor’ shall holding the meeting, for any reason whatsoever, mean any company whose primary business is the meeting shall stand adjourned to the same the manufacture of pharmaceutical products. day in the next week (or such other later date as the Chairman may decide) at the same time 8. The following Article 39B be deleted: and place and the Directors present at such “Notwithstanding anything that may be adjourned meeting shall constitute a quorum contained in these Articles, Merlion shall have provided that: the right to recommend by written notice to the Company the removal of their nominee a. written notice of the adjournment was Director (or his/her alternate, as the case may given to the Merlion nominee Director and be) at any time, and the appointment of another his/her alternate at their usual address for person in his/her place and to fill any vacancy service of notices of Board meetings not in the office of such nominee Director/alternate less than five (5) days before the date of Director.” the adjourned meeting; 9. The following Article 55A be deleted: b. no agenda items are considered at the adjourned meeting which were not on the “Notwithstanding anything that may be Agenda for the meeting which was contained in these Articles, at least 7 (seven) adjourned; and days notice of each Board meeting shall be given to Merlion’s nominee Director, in the c. the requisite quorum as per the Act is event that the business to be transacted at present.” Annual Report 2007 23