Biocon Annual Report 2018 PDF
Biocon Annual Report 2018 PDF
Biocon Annual Report 2018 PDF
Edge
Annual Report 2018
Enduring
Edge
In a world of complexities,
uncertainties and evolving
medical paradigms, Biocon’s
enduring edge leads it to a
position of strength in the
biosimilars domain.
Biocon has been on a quest to make a difference
to global health by developing high quality
biopharmaceuticals, and enhancing access by
making these products affordable for patients
across the world. It has been a journey of
endurance over several decades.
evolved from manufacturing speciality enzymes, to pharmaceuticals like statins
and immunosuppresants, to discovering, developing and producing life-saving
biotherapeutics.
We
‘first’ Company globally to get its biosimilar Trastuzumab and Pegfilgrastim approved
in the U.S. in 2017 and 2018, respectively. We are also amongst the first few to receive
Insulin Glargine approval from the European Commission in 2018.
have... endured the complexities involved in the global scale-up of a wide range of biologics
to attain a strong competitive edge in the marketplace and become one of the leading
biosimilars players for insulins, globally.
established robust regulatory and quality systems to develop and deliver complex
therapeutics spanning insulins to monoclonal antibodies for chronic conditions.
Enduring Edge 03
Key Elements
Differentiation
of Our
Cutting-Edge
Strategy
Operational Excellence
Key Elements 05
Contents
Enduring Edge
08 Biocon's Trastuzumab Journey
12 Biocon's Insulin Glargine Story
16 FY18 at a Glance
18 Chairperson's Review
26 Q&A with the CEO
30 Board of Directors
34 Scientific Advisory Board
35 Key Management Team
36 Q&A with the CFO
40 Financial Highlights
44 Biologics Focus
56 Sustainability
Financial Reports
75 Board’s Report
View More: To access
109 Management Discussion and Analysis the digital edition of the
report, simply open a
120 Corporate Governance Report
QR app on your mobile
133 Business Responsibility Report device and scan the QR
code on the back cover.
144 Standalone Financial Statements
Visit us at: www.biocon.com
195 Consolidated Financial Statements Follow us on twitter: @bioconlimited
Contents 07
B ioco n ' s
T rastu z umab J our n e y
Making Quality
Cancer Care
Affordable
We created history in December
2017 when biosimilar Trastuzumab
co-developed with our partner
Mylan won approval from the U.S.
Food and Drug Administration
(FDA). Ogivri™, a drug for treating
aggressive forms of breast and
gastric cancers, is the first biosimilar
Trastuzumab to be approved in
the U.S. It defines an inflection
point in Biocon’s biosimilars story
as Ogivri™ is not only the first Trastuzumab is a targeted therapy indicated for the
treatment of certain HER2-positive early stage and
biosimilar from our joint portfolio metastatic breast cancers, as well as, metastatic
with Mylan to get a regulatory gastric cancer. HER2-positive cancers are those
that test positive for the human epidermal growth
approval from the U.S. FDA but factor receptor 2 (HER2), which promotes cancer
has also made us the first Indian cell growth. About 25% of the nearly 2 million
women diagnosed with breast cancer each
company to have a biosimilar year worldwide have HER2-positive tumors.
approved in the U.S. Trastuzumab is a monoclonal antibody that binds
to the HER2 protein in tumor cells and flags it for
destruction by the body's immune system. It has
been included in the World Health Organization’s
list of essential cancer medicines.
approved Ogivri™ (trastuzumab-dkst) for all The U.S. FDA approval of our biosimilar
indications included in the label of the reference Trastuzumab was not just a milestone for Biocon,
product, including for the treatment of HER2- but also for India’s pharmaceutical industry.
overexpressing breast cancer and metastatic Representing a landmark achievement for
gastric cancer. the Biocon-Mylan collaboration, it is also an
endorsement of our development, regulatory
Our biosimilar Trastuzumab is currently under
and manufacturing capabilities in the area
regulatory review in Australia, Canada, EU and
of monoclonal antibodies. This journey has
several other markets.
strengthened our resolve to continue to endure
In 2018, we presented the 48-week data from the challenges and stay on the chosen path of
the HERITAGE study at ASCO’s Annual Meeting in enabling access to affordable biotherapeutics.
Chicago. The 48-week data further demonstrated
that Ogivri™ is highly similar to the reference
product and no clinically meaningful differences
exist between them in terms of safety, purity and
potency. We believe this positive data will enable
wider adoption of our biosimilar Trastuzumab,
thus expanding access to this therapy for cancer
patients across the world.
2013-
2014 2016 2017
A Commitment to
Effective
Diabetes
Management
Biocon embarked upon the
Insulin Glargine development
journey after successful launch of
Insugen® (recombinant human
Insulin) in India. We are driven by
our passion to develop affordable
biopharmaceuticals and are
committed to make insulin-based
therapy increasingly accessible for
people with diabetes globally.
of biosimilar Insulin Glargine with the reference plasma glucose and insulin dose, as well as, safety
product in glucose clamp studies. endpoints like systemic reactions, device-related
safety issues and immunogenicity.
Global Trials
On conclusion of the trials, we made a regulatory
In 2013, we expanded an existing global
submission with the European Medicines
partnership with U.S.-based Mylan to include
Agency (EMA) in 2016, which included analytical,
insulin analogs, Glargine, Aspart and Lispro. functional and pre-clinical data, as well as results
Subsequently, we initiated the global INSTRIDE from the PK/PD and confirmatory efficacy/safety
clinical program to establish the efficacy, safety global clinical trials for biosimilar Insulin Glargine.
and immunogenicity of biosimilar Insulin Glargine
in comparison to the reference product in patients Approvals Across the Globe
with Type 1 and Type 2 diabetes. INSTRIDE 1
In 2015, our product became the first Insulin
was a 52-week study in 558 Type 1 diabetes
Glargine to be approved in Mexico as per the
patients, while INSTRIDE 2 was a 24-week study
country’s biologics approval pathway.
in 560 Type 2 diabetes patients. In both the
studies, patients were randomized to receive Subsequently, we achieved a major regulatory
either biosimilar Insulin Glargine or the reference milestone with approval of our Insulin Glargine
product once daily and the primary endpoint in Japan. The approval followed the successful
was change from baseline in HbA1c after 24 completion of initial development by Biocon and
weeks. Secondary endpoints included glycemic local comparative Phase I followed by Phase III
endpoints such as change from baseline in fasting clinical studies in over 250 Type 1 diabetes patients
2013- 2016-
2015 2017 2018
43,359 3,724
H Million H Million
24
%
3,804
H Million
10,000+ 6.3 H
Business Geographic
Revenue Mix* Distribution
5%
32%
33%
31%
68%
14% 17%
Vision
To enhance global healthcare through innovative and
affordable biopharmaceuticals for patients, partners and
healthcare systems across the globe.
Mission
To be an integrated biotechnology enterprise of global
distinction
Essential to this mission is excellence in:
• Intellectual asset creation through discovery, research
and development
• State-of-the-art manufacturing capabilities
• Internationally benchmarked quality and regulatory
systems
• New medical insight through disease specific clinical
research
• Customer relationship through outstanding products
and services
• Human resource development through training,
mentoring and empowering
• Management of research and business partnerships
Values
• Integrity and Ethical Behaviour
• Performance Driven Work Culture
• Value Creation through Innovation and Differentiation
• Quality through Compliance and Best Practices
• Collaboration, Team Work and Mutual Respect
FY18 at a Glance 17
Chairperson's
Review
Kiran Mazumdar-Shaw
Chairperson & Managing Director
Our Journey of
Endurance
2018 marks 40 years of Biocon’s journey of
endurance during which we have pushed many
challenging boundaries to provide us with a
leading edge as India’s premier biopharmaceutical
Dear enterprise.
Shareholders, Developing biologics for global markets takes patience, deep
pockets and an unwavering focus. Navigating the research,
development, manufacturing and regulatory pathways for these
cutting-edge therapies are akin to endurance races. Many
competitors dropped out of the race when faced with the grueling
obstacles of regulatory and investment risks. Skeptics told us that a
small biotech company out of India would find it difficult to meet
the quality and manufacturing standards demanded in developed
markets. We ensured that we thwarted such concerns with a deep
commitment to quality and regulatory compliance. And it is this
never-say-die spirit that has given us an 'enduring edge.'
We demonstrated our competitive edge this fiscal when we
became the first Company from India to get its biosimilar
Trastuzumab approved by the U.S. Food and Drug Administration
(FDA) in December 2017.
Chairperson's Review 19
Biocon: At the Right Place at the Right Time
Differentiating to Lead
Climbing the Learning Curve
Path breaking novel innovation
Managing Risks
Scale-Up
Regulatory Challenges
Financial Highlights
Sustainability Programs and Social Responsibility
Looking Ahead
This product has been co-developed with our partner Mylan and will be
launched in the U.S. market under the brand name Ogivri™.
We crossed another landmark this year when Semglee™, our Mylan-
partnered biosimilar Insulin Glargine, was approved in EU and then in
Australia.
In June 2018, Biocon and its partner Mylan became the first to receive
approval for biosimilar Pegfilgrastim from the U.S. FDA.
These approvals have propelled us into an exclusive league of global
We demonstrated biosimilars players.
our competitive
edge when we Biocon: At the Right Place at the Right Time
became the These achievements will enable us to deliver on our stated promise of
providing affordable access to life saving biologic drugs which represent
first Company a large and increasing portion of the overall prescription drug market. In
from India to 2017, biologics accounted for 11 of Top 15 drugs by value. (Source: Genetic
Engineering & Biotechnology News). As these drugs are complex to develop,
get its biosimilar they are exponentially more expensive than conventional prescription
Trastuzumab and drugs. The advent of biosimilars, or biogenerics, provide relatively lower
cost access to these advanced therapeutics and thereby an opportunity for
Pegfilgrastim significant savings for patients, insurers and the healthcare system overall.
approved by the As patents expire on novel biologics, the biosimilars market is expected
U.S. Food and Drug to grow rapidly, exceeding USD 28 billion by 2020 from the present USD
5 billion. (Source: Genetic Engineering & Biotechnology News). Biocon is
Administration. today well poised to enter the developed markets of U.S. and Europe at a
time of increasing acceptance of biosimilars. The European Union has over
40 biosimilar drugs approved since 2006. The U.S. is catching up fast with
11 biosimilar approvals over the last three years. There is greater clarity now
on “interchangeability” of biosimilars, extrapolation of clinical data to other
indications, and the ability to launch upon approval, subject to patent expiry,
in the U.S. Encouragingly, U.S. pharmacy benefit managers (PBMs) are giving
preference to biosimilars.
It is equally reassuring to see the regulatory willingness to abbreviate
the approval pathway for biosimilars based on advancements in the
understanding of biologic molecules. These developments are helping to
ensure that safe, effective, and affordable biosimilars reach patients faster, as
payors and prescribers gain greater confidence in increasing their adoption.
Differentiating to Lead
At a time when the prevailing business ethos favored predictable and
attractive ROCE (Return On Capital Employed) ventures based on chemically
synthesized generic drugs, Biocon chose to invest in developing biologic
drugs based on recombinant DNA led bio-processing technologies. This
called for a combination of specialized talent, state-of-the-art research and
manufacturing infrastructure and a culture of deep science and regulatory
compliance. The ability to comprehensively deliver on these have given us
Over a span of the ‘edge’ to produce innovative and affordable biologics at a scale that can
address global market needs.
a decade, we
Our core values of quality, affordability, reliability and innovation have
have developed differentiated us in the marketplace and given us a distinct competitive edge.
a rich pipeline We have earned the distinction of being one of the Top 3 global players of
biosimilar insulins in volume terms, which enables us to pursue our goal of
of approved and supporting ‘one in five’ insulin-dependent people with diabetes the world
in-development over.
biosimilars Climbing the Learning Curve
that have
Over a span of a decade, we have developed a rich pipeline of approved and
concurrently built in-development biosimilars that have concurrently built high end R&D and
high end R&D regulatory expertise.
and regulatory Our ‘lab to market’ journey for biologics started with two novel monoclonal
expertise. antibodies, Nimotuzumab for cancer and Itolizumab for autoimmune
diseases. It is this approach that has enabled us to acquire deep insight into
immunology and antibody technology. Additionally, we have leveraged this
knowledge to develop a wide portfolio of biosimilar drugs to address a large
and evolving worldwide demand.
While the opportunity was vast, we realized that the investment and
regulatory challenges posed grave risks. We therefore chose to partner
with Mylan, a global leader in generic medicines, who was willing to share
the risks and co-develop a mutually selected portfolio of biosimilars for
worldwide marketing.
We also recognized the additional risks of developing biosimilars against a
backdrop of evolving regulatory pathways in different global jurisdictions.
To this end, Biocon and Mylan have worked closely to play a key role in the
knowledge exchange with regulators, payors and other stakeholders in order
to enable the evolving regulatory pathway for biosimilars.
Pursuant to our growing stature in the biosimilars arena, we have entered
into another global partnership this fiscal with Sandoz, a Novartis division,
for a set of next-generation biosimilars.
Chairperson's Review 21
Biocon: At the Right Place at the Right Time
Differentiating to Lead
Climbing the Learning Curve
Path breaking novel innovation
Managing Risks
Scale-Up
Regulatory Challenges
Financial Highlights
Sustainability Programs and Social Responsibility
Looking Ahead
Both our partnerships have been forged on cost and profit sharing. Whilst
our partnered program with Mylan addresses market opportunities that
emanate over the next five years, our partnership with Sandoz will address
patent expiration opportunities thereafter.
Scale-Up
Biocon’s mission of making a difference to global healthcare calls for sizable
capital intensive investments in research and manufacturing infrastructure
to deliver economies of scale. Over the last decade, Biocon has built India’s
largest bio-manufacturing facilities in Bengaluru and Asia’s largest Insulins
manufacturing complex in Malaysia. We have also invested in creating one of
the largest fermentation based bulk drug capacities for Statins and Immuno-
suppressants globally. These investments have and will enable us to have a
significant global footprint to serve patient needs.
Over the past year, we initiated the construction of our second antibodies
facility in Bengaluru, to support our projected biosimilars business for the
next decade. The year gone by has also seen capacity expansion of our
Regulatory Challenges
In FY18, our manufacturing sites in India and Malaysia underwent several
inspections by various regulatory agencies as a part of the drug product
approval process. Some of these audits led to regulatory observations that
were largely procedural and aimed at continuous improvement but some
also required remedial measures, including plant modifications in order
We proactively to be fully compliant. We have also proactively engaged qualified third
evaluate party consultants and external experts to assess the effectiveness of the
corrective and preventive actions undertaken by us and evaluate our quality
our quality systems and manufacturing operations in order to be on par with global best
systems and practices.
manufacturing Financial Highlights
operations in FY18 delivered revenue of H43,359 million and a YoY growth of 6%. Net
order to be on par profit for the year stood at H3,724 million. The revenue growth in FY18 was
with global best driven primarily by a 19% increase in our Research Services business, a
strong turnaround post the fire incident in December 2016. Our Biologics
practices. segment revenue delivered a modest 10% growth on account of a plant
shutdown that was required for modifications and requalification post
regulatory audits. Branded Formulations sales increased 11% YoY whilst
our APIs business de-grew marginally due to pricing pressure exerted by
a commoditizing market. Significantly lower licensing income also muted
earnings. Our Group EBITDA at H10,353 million for the year represented an
EBITDA margin of 24%.
Chairperson's Review 23
Biocon: At the Right Place at the Right Time
Differentiating to Lead
Climbing the Learning Curve
Path breaking novel innovation
Managing Risks
Scale-Up
Regulatory Challenges
Financial Highlights
Sustainability Programs and Social Responsibility
Looking Ahead
We ended the year with a strong fourth quarter wherein Biologics and
Research Services businesses grew 47% and 45%, respectively, and the
Small Molecules and Branded Formulations businesses turned in a positive
performance, indicating a normalized business trend.
Looking Ahead
The year gone by has witnessed the significant progress made by our
biosimilars pipeline in gaining approvals from the U.S. FDA, European
Medicines Agency (EMA) and regulators of emerging markets.
These approvals are expected to translate into accelerated revenues in the
years ahead starting with FY19. Syngene is poised to do well on the back
of a vibrant outsourcing market and robust long term demand. We are also
moving up the value chain from APIs to generic finished dosages which we
Today, Biocon is anticipate will drive strong growth in the Small Molecules business and help
at an inflection us recover from the headwinds that we have faced in the year gone by.
point and looks Today, Biocon is at an inflection point and looks set for sustainable long term
growth led by its various businesses.
set for sustainable
long term growth It is sheer endurance that has brought us here. We have stayed the course
and believed in our business model. We have successfully managed both
led by its various failures and risks in a fast changing world that brings new and disruptive
businesses. ideas every day. We have constantly raised the bar by benchmarking
ourselves against the global best. Through a combination of high
technology, talent, and a culture rooted in deep science we have proved
that as an organization, we have what it takes to make world-class, cutting-
edge biologics. We are proud of the fact that we have put India among the
frontrunners in the global biosimilars race. Our ability to endure has ensured
the biosimilars business is no longer perceived as a high-risk bet with a low
probability of success, but a high-value market opportunity.
Finally, I would like to thank our esteemed shareholders, partners and other
stakeholders for believing in our story and reposing their confidence in our
capability and extending their support in our long journey of endurance.
Thank You.
Yours sincerely,
Kiran Mazumdar-Shaw
Chairperson & Managing Director
June 6, 2018
Chairperson's Review 25
Almost 70% of new it presents
Q&A drug approvals are
predicted to be
a significant
opportunity for high
with the CEO biologics by 2025. As
innovator biologics
quality affordable
biosimilars to ease the
Dr. Arun Chandavarkar, lose patent protection strain on healthcare
CEO & Joint Managing Director or exclusivity, budgets.
The
Executive
Edge
Sustaining What are Biocon’s core values that help it create an ’enduring edge‘ ?
integrity and Being amongst the few companies globally to have received approvals from
developed countries like the U.S., EU and Japan, how does Biocon propose
collaboration. to maintain an ‘enduring edge’ in biosimilars ?
Our credibility as a serious player in the biosimilars sector was first
established with the Japanese approval for Insulin Glargine partnered
locally with FUJIFILM Pharma. Our credibility was enhanced by the U.S. FDA
approvals for biosimilar Trastuzumab and Pegfilgrastim and the European
and Australian approvals for Insulin Glargine, both in partnership with Mylan.
We have also established our presence in key emerging markets through
safe, effective and high quality biosimilars including recombinant human
insulin.
Maintaining an ‘enduring edge’ in biosimilars entails nurturing internal
scientific talent and R&D infrastructure to support existing programs as well
as an expanding pipeline; being in constant dialogue with key stakeholders
to drive biosimilar adoption; seeking cost advantages through technology
and operational excellence; being ever vigilant on quality and compliance
through continuous improvement; and striking strategic partnerships to
manage risks and bridge near-term experience gaps.
The foundation lies in our strong internal R&D capabilities across the
entire development continuum spanning clone generation, process and
analytical, pre-clinical and clinical development. Our regulatory strategies
have benefited from the experience of navigating an evolving regulatory
landscape as agencies gain confidence in delineating abbreviated approval
pathways for biosimilars.
CEO's Q&A 27
Our ‘enduring edge’ also stems from our strategic
choice of not operating as a virtual company. We
have made significant investments in commercial
scale, globally compliant manufacturing facilities
across diverse technology platforms.
Our ‘enduring edge’ also stems from our strategic prescription volumes indicates a dramatic expansion of
choice of not operating as a virtual company. We have access to biologic treatment naïve patients.
made significant investments in commercial scale,
Governments and regulatory agencies have recognized
globally compliant manufacturing facilities across
the role of biosimilars in addressing issues of access and
diverse technology platforms spanning insulin analogs,
affordability. They have introduced several measures
monoclonal antibodies and other recombinant proteins.
to support biosimilar development and approval,
We continue to expand our infrastructure in a capital
encourage uptake across multiple indications and
efficient, modular way.
foster reimbursement. Product approvals based on
The long gestation period for development and the a tiered, scientific evidence based approach aim to
capital intensity of creating new capacity for biosimilars provide confidence to patients and prescribers in the
do entail effective management of scientific and safety, efficacy and quality of biosimilar products whilst
regulatory uncertainty and financial risk. We have enabling abbreviated clinical development, which often
created an ‘enduring edge’ by mitigating these risks consumes two-thirds of the development budget.
through shared risk-reward partnerships that bring Judicial pronouncements such as those related to the
in complementary skills and experience. Our long Biologics Price Competition and Innovation Act (BPCIA)
standing, successful global partnership with Mylan for in the U.S. have brought much needed clarity. These,
a range of biosimilar antibodies and insulin analogs coupled with patent related strategies and discouraging
continues to expand. We recently entered into a global anti-competitive responses by innovators, have provided
partnership with Sandoz (a division of Novartis) to greater predictability on accelerated launch timing and
prepare for the next wave of biosimilar opportunities biosimilars adoption.
that open up towards the middle of the next decade.
The small molecule generics industry has encountered
We also have strong regional partnerships in many key
significant headwinds this past year. How is Biocon
emerging markets.
geared to face these challenges and ensure an ‘enduring
It is our endeavor to create an ‘enduring edge’ by edge’?
establishing our brand with patients, prescribers, payors
Historically, the U.S. has been the largest value driver for
and regulators through robust quality systems at an
the small molecule generics industry. This has changed
affordable price.
as consolidation and alliances have led to a handful
How do you see the biosimilars opportunity panning of players controlling a large percentage of generic
out and what can biosimilar players do to accelerate the purchasing. The accelerated rate of product approvals
adoption of biosimilars? and the increase in the number of applicants have
dramatically increased the competitive intensity even
Targeted therapies, especially monoclonal antibodies,
during the period of shared exclusivity.
have revolutionized treatment paradigms for many
chronic diseases. Almost 70% of new drug approvals Biocon has focused on its core biotech capabilities
are predicted to be biologics by 2025. As innovator in selecting its differentiated API portfolio largely
biologics lose patent protection or exclusivity, it comprising fermentation-derived molecules such
presents a significant opportunity for high quality as statins, orlistat, immunosuppresants, and other
affordable biosimilars to ease the strain on healthcare speciality molecules. We have strategically embarked
budgets. Where approved, there has been rapid upon capturing a larger portion of the value chain by
penetration of biosimilars in price conscious emerging developing our own formulation dossiers incorporating
markets. Among developed markets, Europe has led the such differentiated APIs. This vertical integration across
way with over 40 products approved, many of which APIs and formulations is well appreciated by potential
have captured significant market share in a relatively customers who recognize Biocon’s long track record
short time. Importantly, the growth in biosimilar in quality compliance and wish to secure their supply
chain from a continuity of supply perspective.
We will also derive synergies in terms of knowledge biosimilars and high risk in novels. Whilst product
sharing across our complex generics and biosimilar portfolio attrition can be high in the novels segment,
development programs, especially in the areas of it is our hope that the few that succeed will have a
characterization, bioassays, clinical equivalence and disproportionate impact on value creation.
delivery devices. We expect these initiatives to deliver
Our existing novels portfolio has diverse assets acquired
an ‘enduring edge’ over time and enable us to succeed
through early stage partnerships. These include
in limited competition opportunities. Meanwhile, our
monoclonal antibodies against novel targets like CD6,
mature portfolio will deliver modest growth until the
against established targets like CD20 and EGFR, and
new opportunities manifest upon expiry of relevant
a pipeline of bispecific fusion antibodies that exploit
patents.
the recent understanding of the role of checkpoint
How do you plan to accelerate growth and profitability inhibitors. We continue to make clinical progress with
in the Branded Formulations segment? Insulin Tregopil, our orally delivered insulin analog. The
results of a large investigator initiated study on head
Biocon’s Branded Formulations business, currently
and neck cancer patients at the Tata Memorial Hospital,
operational in India and UAE (through a JV), grew 11%
Mumbai, showed that Biocon's novel biologic molecule
in FY18 over the previous year. Whilst the business in
Nimotuzumab combined with chemo-radiotherapy
UAE showed a robust growth, we have had challenges
shows superior efficacy and safety over Standard of
in India.
Care.
Our focus has always been to create large anchor
The catalysts for securing an ‘enduring edge’ in the
brands comprising speciality molecules in chronic
novels portfolio are all about achieving successful proof
therapy segments. We intend to sharpen our attention
of concept especially in diseases with unmet needs. We
on key markets and key segments to drive market share.
intend to initiate clinical development under an IND/
Our key brands continue to do well; in FY18, 10 of our
IMPD or equivalent and ensure that strong science
brands featured among the Top 3 in their respective
and experience underpin our development efforts. We
categories and accounted for over 75% of our India
will focus on accelerating development of select high
sales. We will improve our execution, tracking and
potential assets like the fusion antibodies which are at
sales force effectiveness by leveraging technology. We
the forefront of technological innovation. We already
expect our differentiated product portfolio to expand in
leverage the strong development and operations
sync with the global development and approval cycle
capabilities that we have created in Biocon for our
of our biosimilars and complex generics. Meanwhile,
biosimilars portfolio. The endorsement of our approach
we continue to seek opportunities for partnerships and
is evidenced by the financial and scientific participation
in-licensed speciality products in our core therapy areas
of credible organizations like JDRF (U.S.) in the
as we have done previously. Branded Formulations is
development of Insulin Tregopil for people with Type
a peoples’ business and we will ensure that our core
1 diabetes. Such partnering, combined with a prudent
values and global reputation will continue to be a
stage gate approach to development will mitigate our
magnet for top talent who wish to create large enduring
financial exposure in these high risk but high reward
brands in India and elsewhere.
initiatives.
What are the key catalysts that will pave the way for an
‘enduring edge’ in novel biologics?
Our foray into novel biologics predates our entry into
the biosimilars segment and is core to our diversified
business model spanning low risk investments in
research services and generics, moderate risk in
CEO's Q&A 29
First row: (from left) Mary Harney, Dr. Arun Chandavarkar,
Erudite
Multidisciplinary
Group
Names Nationality Gender Corporate & Financial Research & Global Regulatory &
Management Innovation Healthcare Compliance
Kiran Mazumdar-Shaw India F
John Shaw UK/OCI M
Dr. Arun Chandavarkar India M
Prof. Ravi Mazumdar Canada/OCI M
Russell Walls UK M
Mary Harney Ireland (EU) F
Daniel M. Bradbury U.S. M
Dr. Jeremy Levin U.S. M
Dr. Vijay Kuchroo U.S./OCI M
M. Damodaran India M
*OCI = Overseas Citizen of India
Board of Directors 31
Kiran Mazumdar-Shaw Prof. Ravi Mazumdar
Chairperson & Managing Director Non-Executive Director
First generation entrepreneur with nearly University Research Chair Professor,
43 years’ experience in biotechnology Department of Electrical and Computer
+ Global business leader + Board Engineering, University of Waterloo,
member, Infosys, Narayana Hrudayalaya Canada + J.D. Gandhi Distinguished
+ Recipient of Indian civilian honors Visiting Professor at IIT, Mumbai +
Padma Shri & Padma Bhushan + Highest Member of U.S. Congress
French civilian honor Chevalier de Sub-Committee on Science and
l’Ordre National de la Légion d’Honneur Technology + Fellow of the Royal
+ AWSM Award for Excellence by Statistical Society + Fellow of the
Feinstein Institute for Medical Research Institute of Electrical and Electronics
U.S. + Othmer Gold Medal by Chemical Engineers + Has over 150 refereed
Heritage Foundation, U.S.+ Forbes publications to his credit +
‘World’s Most Powerful Women’ + Forbes Ph. D. from the University of California,
‘World's Self-Made Women Billionaires’ Los Angeles (UCLA) + M.Sc. from
+ No. 1 Business Captain in global Imperial College, London + B. Tech in
Medicine Maker 2018 Power List + TIME Electrical Engineering from IIT, Mumbai.
Magazine’s '100 Most Influential People
in the World' + Signatory to ‘The Giving Russell Walls
Pledge,’ the global philanthropy initiative. Independent Director
Experience of more than 48 years in
John Shaw the field of finance + Fellow member of
Vice Chairman and Non-Executive the Association of Chartered Certified
Director Accountants, UK + Experience as
Foreign promoter + Former Finance Director across pharmaceuticals, textiles,
and Managing Director of Coats Viyella transport and leisure industries.
Group + Former Chairman, Madura
Coats Ltd + Honorary Doctorate from Mary Harney
University of Glasgow, UK + M.A. Independent Director
(Economic Hons.) in History and Political Deputy Prime Minister of the Republic
Economy from University of Glasgow, UK. of Ireland (1997 – 2006) + Held
different ministerial positions in the
Dr. Arun Chandavarkar Irish Government for 18 years + Retired
Chief Executive Officer & Joint Managing from politics in 2011 and now acts as
Director a consultant + Chancellor, University
Core member of Biocon’s leadership of Limerick + Chairperson, Pharmed
team + Ph.D. in Biochemical Engineering Group and VideoDoc + Board member,
from the Massachusetts Institute of Diona Technology and Euro Insurances
Technology (MIT), Cambridge, U.S. + + Chairs a Europe-wide Sustainable
B. Tech in Chemical Engineering from Healthcare Project + Involved in several
the Indian Institute of Technology (IIT), charitable organizations + Board
Mumbai + Past Chairman, Confederation member, Irish Hospice Foundation and
of Indian Industry’s (CII) National Vital Voices Europe.
Committee on Biotechnology.
Board of Directors 33
Scientific
Advisory Board
Prof. Alan D. Cherrington Dr. David M. Essayan Dr Jayesh Desai
Ph.D., Professor & Chairman of M.D., Key Research Interests MBBS, FRACP, Heading the early
Molecular Physiology & Biophysics – Clinical and Regulatory drug development – Clinical
and Professor of Medicine & development for small molecules trials in Victorian Comprehensive
Diabetes Research, Vanderbilt and biologics + Clinical Cancer Centre + Lead investigator
University + Past President of the Immunologist; Former U.S. FDA for multiple early stage oncology
American Diabetes Association. Supervisory Medical Officer; Former trials + Experienced in oncology
Executive Director at Amgen. translational research.
Dr. Brian Kotzin
Medical Degree & Post-Doctoral
Dr. G. Alexander Fleming Dr. Lawrence Steinman
Fellowship in Immunology & M.D., President and CEO of M.D., Key Research Interests –
Rheumatology from Stanford Kinexum LLC + Member of Remission & Relapse in MS, Vaccine
University + Vice President of numerous Scientific Advisory against MS, brain inflammation +
Global Clinical Development Boards and Expert Committees. Co-Inventor of leading MS drug
and Head of the Inflammation Natalizumab and several new
Therapeutic Area, Amgen + Vice Dr. Harold E. Lebovitz therapies for autoimmune diseases.
President & Head of Medical M.D., FACE, Professor of Medicine,
Sciences + Member of the Advisory Endocrinology & Diabetes Division,
Dr Moni Kuriakose
Council of the National Institute State University of New York, Health M.D., FFDRS, Professor of Oncology
of Arthritis and Musculoskeletal Science Center, Brooklyn. + Director, Translational Research
and Skin Diseases, NIH + Associate for Head & Neck/Plastic &
Editor at Clinical Investigation. Prof. Huub Schellekens Reconstructive Surgery, Roswell
Park Cancer Institute.
Dr. Brian Daniels M.D., Ph.D. Professor at Medical
Biotechnology at Utrecht University
M.D., M.S. and B.S. from MIT + + Published more than 300 papers
Dr Susan Jerian
Venture Partner of 5AM Venture on development of therapeutic Regulatory and clinical
Management LLC + Former SVP, proteins + Member of the Dutch development consultant + Focusing
BMS + Directed and conducted Medicine Evaluation Board + on Oncology FDA PreIND/IND/
clinical research at Merck Research National Expert of the EMA. Approval activities + Former
Laboratories and at Genentech + Director of Clinical Research in
Extensive experience in Clinical Dr. Jugnu Jain Amgen.
Development, Medical Affairs +
Ph.D. from Cambridge University
Corporate Strategy across a broad
+ Launched Sapien and Saarum
Dr. Vijay Kuchroo
range of therapeutic areas.
in India + Molecular geneticist D.V.M., Ph.D. Key Research Interests
Dr Chirag Desai and cell biologist + Led Vertex’s – Multiple Sclerosis, co-stimulation,
global immune inflammation team Th17 + Currently on scientific
M.D., D.M., Medical oncologist + + Research on cytokine gene review board of the National
Involved with close to 20 regulation at Harvard + Published Multiple Sclerosis Society,
phase-III clinical trials (national and over 30 papers + 2 patents. New York.
international - multicentre) studies
+ Founder Member of Indian
Collaborative Oncology Network +
Member of ASCO, ESMO.
Key
Management Team
Kiran Dr. Arun Siddharth Dr. Narendra Shreehas Paul V Thomas Prasad BSV
Mazumdar- Chandavarkar Mittal Chirmule Tambe Chief Commercial Chief Operating
Shaw CEO & Joint Chief Financial Head, R&D Chief Operating Officer, Biocon Officer, Biocon
Managing Director Officer Officer, Biocon Biologics Generics & APIs
Chairperson and
Managing Director Biologics
Abhijit Zutshi Nehal Vora Suresh Sriram A.V. Amitava Saha Seema Shah Ahuja
Commercial Head, Commercial Head, Subramanian Head, Quality Head, Human Global Head-Corporate
Biocon Global Biocon Global APIs Head, Branded Resources Communications
Generics Formulations India
Financial
Endurance
Adjusting for How will you describe the overall financial performance of Biocon this year?
the impact of During the year FY18, consolidated revenue grew 6% to H43,359 million
(vs H40,787 million in FY17). Revenue growth was primarily led by the
a decrease in Research Services business, which grew 19% to H14,231 million (vs H11,925
licensing income million in FY17). Biologics business at H7,702 million, reported growth of 10%
from H7,018 million in FY17. However, adjusting for the impact of a decrease
in FY18, Biologics in licensing income in FY18, Biologics segment revenue grew by 28% during
segment the year. Branded Formulations business, which includes sales in India and
revenues grew UAE, grew 11% to H6,115 million (vs H5,489 million in FY17). Revenue from the
Small Molecules business decreased 8% to H15,077 million (vs H16,405 million
by 28% during in FY17).
the year. Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)
declined 9% to H10,353 million (vs. H11,366 million in FY17) and Net Profit
decreased 39% to H3,724 million (vs. H6,121 million in FY17). The overall
profitability for FY18 was largely impacted due to pricing pressures in the
generics business, lower licensing income in biologics, planned shutdown
of biologics fill finish plant for requalification post regulatory audits and
inclusion of fixed and operating costs relating to the Malaysia facility.
With Biocon receiving approvals for biosimilars in large operating expenses. During FY19, we expect to receive
markets like U.S. and EU, do you expect a significant additional facility and Insulin product approvals
ramp-up in Biologics segment revenue? How will from various regulatory agencies globally while our
biosimilar sales in developed markets aid revenue partner Mylan is expected to launch Insulin Glargine in
growth and margins in the consolidated P&L statement Europe and Australia. As a result of these, we expect
in FY19? an operational breakeven in Malaysia in FY19, when
excluding R&D expenses.
FY18 witnessed significant progress of our global
biosimilars pipeline, as we received approvals in the Do you expect the trend of soft realizations on the
U.S. for Trastuzumab and in the EU for Insulin Glargine. licensing income front to continue?
We also received multiple approvals in the emerging
Licensing income relates to upfront or milestone
markets through various partners. We expect a
payments received from the licensing of our Biologics
significant portion of Biologics revenue growth in FY19
and Small Molecule products globally and is dependent
to come from the emerging markets on the back of
on the number and the timing of new products being
recent and expected approvals. We also expect launch
developed. Over the last few years, a significant portion
of biosimilars in developed markets during FY19.
of licensing income accrued from Small Molecule
Higher sales of products in FY19 will help boost products, recombinant human Insulin (rh-Insulin),
Biologics segment margins which will be partly offset Trastuzumab and Insulin Glargine dossiers. These
by increased R&D expenses on biosimilars and novel products have already been licensed in major markets
biologics. At the consolidated level, we expect our till FY17 and, as a result, the licensing income has
core margins percentage, i.e. EBIDTA margins net of reduced from H1,451 million in FY17 to H228 million
licensing, forex gain/ loss and R&D expenses, to be in FY18. Given the current development pipeline, we
broadly similar to core margins percentage in FY18. expect licensing income in FY19 to be around similar
levels as FY18.
You had guided for fixed expenses of around USD 48
million for the Malaysia facility in FY18. Is this likely to What is your estimate for R&D spends in FY19? Does this
change this year? When do you expect the facility to factor in the expenses due to new biosimilar programs
break even? with Sandoz?
At the beginning of FY18, we had guided that fixed In FY18, gross R&D expenses were H3,804 million,
expenses, including depreciation and finance costs representing 14% of our revenues from operations,
related to the Malaysia plant, totaling approximately ex-Syngene. In FY19, we expect gross R&D spends to
USD 48 million annually would be charged to the P&L be approximately 15% of revenues, ex-Syngene. The
account. With an offset of a portion of these costs increase in R&D expenses will primarily be on account
through product sales in Malaysia and other emerging of advancements in our Small Molecules and Novel
markets and utilization of facility towards R&D activities, Molecules pipeline.
we had expected a loss at the Malaysia standalone level.
R&D activities for Small Molecule APIs and Generic
In FY18, Malaysia reported an operational loss of
Formulations are expected to pick up in FY19 compared
USD 5 million at a standalone level, excluding R&D
to the slow pace in the last two years. On the Novel
expenses for Insulin products, which are also booked in
Molecules front, a Phase II/III clinical study for Insulin
the legal entity P&L. In FY19, we project fixed expenses
Tregopil is being conducted in India on Type 2 diabetes
to be USD 50 million on account of an increase in
patients, dosing for which commenced in FY18. In addition to the above, we have also planned for
In addition to this, we expect to initiate a multiple upgradation of existing assets at the end of their useful
ascending dose study in Type 1 patients, in partnership life largely in our insulins drug substance facility in
with U.S. based JDRF in FY19. In addition to these two Bengaluru.
clinical programs, we also expect spends towards other
Excluding Syngene’s capex and capitalized R&D/
Novel Molecules in our portfolio.
intangible assets, we expect cumulative capex spend in
R&D spends on biosimilar molecules are expected to FY19 and FY20 to be approximately H14 billion.
be at the same level as in FY18. The new biosimilar
We plan to fund this through a combination of internal
molecules that we have added to the pipeline with
accruals, additional debt, partial monetization of our
Sandoz are in early stages of development. The R&D
stake in Syngene and contribution from our partner,
expenses for these molecules will increase significantly
Mylan.
once they enter the clinic in the coming years.
Going forward, will Biocon continue to fund its high-
Will you continue to capitalize R&D spends? How
margin Biologics business from the revenue generated
can investors track capitalized R&D spends for the
from its Small Molecules business? Or you will have to
Company?
look at alternate sources?
In accordance with requirements of Ind-AS 38:
Thus far, cash flows from the Small Molecules business
Intangible Assets, product development costs are
have funded our biologics programs. Going ahead,
capitalized as intangible assets based on the recognition
however, we would like the Biologics business to be
parameters by the Company. We disclose such R&D
self-funded.
spends capitalized on a quarterly basis as part of the
financials fact sheet. While we do not provide break up Operating cash flows from the Biologics segment
of the amount being capitalized at the molecule level, will ramp up once our biosimilar products are
total capitalization can be tracked on the balance sheet commercialized in the U.S. and EU. We will also
as ‘Intangible assets under development’ under non- consider raising equity capital by unlocking value of
current assets. our biosimilars business at an appropriate time. These
factors coupled with additional debt to fund the capex
With biosimilars approvals coming in developed
will significantly reduce dependency of funding from the
markets, do you plan to make fresh investments in
traditional Small Molecules business.
capacity expansion in FY19? How do you plan to fund
this capex?
In FY18, we initiated construction of our second
antibodies facility in Bengaluru to cater to the
biosimilars pipeline in line with our projected capacity
requirements. This facility will entail an investment of
approximately USD 200 million and the cash outflow
will be in two phases, spread over four years.
2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018#
2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018#
#
2016, 2017 and 2018 figures are as per Ind AS
2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018#
2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018#
Financial Highlights 41
Financial Highlights
EPS & Book Value Per Share*@ EPS & Dividend per Share*@
H H
Book Value Per Share EPS
50 55 67 81 86 7 8 9 10 6
EPS Dividend per share
7 8 9 10 6 2 2 2 1 1
2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018#
2014 2015 2016# 2017# 2018# 2014 2015 2016# 2017# 2018#
Financial Highlights 43
B iologics
Opening
Doors to
Developed
Markets
Biocon has meticulously
scripted a differentiated
story through its biologics
business, from novels to
biosimilars, demonstrating
endurance and
commitment to traverse a
long and arduous journey.
Biocon’s proprietary technology using Pichia pastoris bio-manufacturing facilities ensures cost effective
platform for expressing recombinant protein is used production. Our expertise in Formulation & Product
in the recombinant human insulin and insulin analog Science enables us to convert drug substances into
product lines. Our consistent and scalable mammalian formulations for transfer into vials, cartridges and
CHO and NSO cell-based expression platforms are pre-filled syringes at our biologics drug product
helping us deliver novel and biosimilar monoclonal facilities. Partnerships with key global and strong
antibodies. Our highly robust process sciences local players allow us to take our products to patients
significantly augment our ability to develop world-class worldwide.
biotherapeutics. The upstream and downstream
Our capabilities and technologies have given us the
processes continually incorporate latest innovations in
‘enduring edge’ and helped us emerge as an
cell culture and purification. Our advanced analytical
end-to-end player with a strong pipeline of approved
capability, which is anchored in cutting-edge tools
and in-development biosimilars and novel molecules.
and latest orthogonal approaches, guarantees the
high quality and consistency of our products. The
production of drug substance in the state-of-the-art
Biologics 45
Biosimilars
Biocon has one of the largest global biosimilars
portfolios, spanning recombinant human Insulin (rh-
Insulin), insulin analogs, monoclonal antibodies and
other biologics for diabetes, oncology and immunology.
We have successfully commercialized several of our
biosimilars in various markets across the globe.
MONOCLONAL ANTIBODIES
Biocon has been developing a high-value portfolio of biosimilar mAbs and
recombinant proteins in partnership with Mylan since 2009. During FY18, we made
significant progress with milestone approvals in key developed and emerging markets.
Trastuzumab.
Biologics 47
We also received regulatory approvals CANMAb™ has helped treat ~12,700
for biosimilar Trastuzumab in Brazil HER2-positive metastatic breast cancer
and Turkey, two of the Top 4 emerging patients in India since its launch in 2014.
markets for this key breast cancer drug. (Source: IPSOS 2017).
Our product, sold as Zedora through our
The results of the HERITAGE study were
partner Libbs Farmaceutica, has been
published in the Journal of the American
well received in Brazil.
Medical Association (JAMA) in 2016,
Our biosimilar Trastuzumab is currently as well as, presented at the American
under review by regulatory authorities Society of Clinical Oncology (ASCO)
in Australia, Canada, EU and several Annual Meeting in Chicago, U.S. and the
additional markets. European Society for Medical Oncology
(ESMO) Congress in Copenhagen,
Biocon’s introduction of CANMAb™
Denmark. Recently, Mylan and Biocon
in India in 2014 as the world’s first
presented new 48-week data from
biosimilar Trastuzumab had opened
the HERITAGE study at the 2018 ASCO
the doors for the patients to access an
Annual meeting reinforcing the efficacy,
affordable therapy, which is now the
safety and immunogenicity of Ogivri™,
No. 1 brand of Trastuzumab in the
the first biosimilar for Herceptin® to be
country, has garnered a volume market
approved.
share of over 30% in India. (Source: IMS
TSA February 2018).
6.8 DNA sequence, inserted into the Chinese Bevacizumab is on track. A Phase III trial
USD billion* Hamster Ovary (CHO) cells, transcribed in non-small-cell lung cancer patients is
the Bevacizumab protein. Once the progressing well at more than 100 sites
*Source: Company reports across multiple countries.
protein was transcribed it was purified
4.7
(pegfilgrastim-jmbd) will give cancer
patients in the U.S. the first alternative Regulatory reviews of our biosimilar
USD billion* and affordable treatment option to Pegfilgrastim dossier in EU, Australia and
*Source: Company reports branded Pegfilgrastim. It is the second Canada are progressing well.
biosimilar from Mylan and Biocon’s joint
Biologics 49
INSULINS issued by European Medicines Agency's
(EMA) Committee for Medicinal Products
We made sure-footed progress towards for Human Use (CHMP) recommending
our aspiration of providing our insulins approval of our Insulin Glargine in EU.
to ‘one in five’ insulin-dependent people The first biosimilar approval in EU from
with diabetes globally. our joint portfolio, it is yet another
validation of our development, regulatory
During the year, we received approvals
and manufacturing capabilities.
in key developed and emerging markets
for our rh-Insulin and Insulin Glargine. Semglee™ 100 IU/mL 3 mL prefilled pen
Insulin and analogs present a huge global was also approved by the Therapeutic
opportunity for us with a volume growth Goods Administration (TGA), Australia.
of over 20% between 2013 and 2017.
Semglee™ is expected to be launched by
(Source: IMS MAT June 2017).
our partner Mylan in Australia and Europe
Insulin Glargine in the second half of 2018.
Highlights
As a credible, global insulins player, we Additionally, Biocon received regulatory
Insulin Glargine
are committed to addressing the growing approvals for its biosimilar Insulin
Type: Long-acting healthcare challenges associated with Glargine in Russia and South Korea.
insulin analog diabetes. To deliver on this commitment, Russia is among the Top 3 emerging
we have made significant investments in markets for Glargine.
Indications: Control
of high blood sugar developing and manufacturing a leading During FY18, Biocon launched Glaricon™
in adults with Type 2 portfolio of insulin analogs, including (Insulin Glargine) its first biosimilar
diabetes; adults and Insulin Glargine. product in the UAE market.
pediatric patients with Semglee™ 100 units/mL 3 mL prefilled In the U.S., Mylan's application for Insulin
Type 1 diabetes. disposable pen, our biosimilar Insulin Glargine under the NDA pathway is under
Glargine co-developed with Mylan, was review by the U.S. FDA. A 30-month
Global Sales: approved by the European Commission stay was triggered on Insulin Glargine
for sale in all 28 European Union (EU) approval due to expected patent
5.2
member states and the European litigation initiated by the innovator, which
USD billion* Economic Area (EEA) member states of implies a potential launch timing in 2020.
Norway, Iceland and Liechtenstein. The
*Source: Company reports
approval followed a positive opinion
Biologics 51
Expanding Our Biosimilars for end-to-end development,
manufacturing and global regulatory
Pipeline approvals for a number of products
After successfully collaborating with and will have a cost and profit share
Mylan for near-term biosimilars arrangement globally. Worldwide
opportunities, we have partnered with commercialization responsibilities
Sandoz, a Novartis division and a global will be divided and each company's
player in biosimilars. strengths tapped within specific
geographies. While Sandoz will lead
This collaboration is targeted at
commercialization in North America (U.S.
developing a next-generation biosimilars
& Canada) and the EU, Biocon will lead
portfolio which will help patients
commercialization in Rest of the World
worldwide gain access to a range of
including India, Russia and the CIS.
high quality, affordable immunology and
oncology biologics. Biocon and Sandoz We have agreed to extend the Mylan
will strategically leverage their combined partnership to include two new assets.
strengths to address the next wave of the
Through both these collaborations,
global biosimilars opportunities.
we are targeting opportunities that are
Under the terms of the agreement, both expected to open up in the middle of
companies will share the responsibility next decade.
Novel Biologics
As practitioners of frontier science, we have built a
pipeline of novel biologics that can address the unmet
medical needs in diabetes, cancer and autoimmune
conditions. Our basket of novel assets under
development, representing an interesting combination
of early and advanced stage programs, progressed in the
clinics in FY18.
Biologics 53
is preparing to submit a request for an and impedes cancer cell growth. egfr
investigational new drug application (Epidermal Growth Factor Receptor) is
to initiate clinical trials in various other overexpressed in about 80-100% of head
diseases. and neck cancers.
cancers. BIOMAb EGFR® has helped results also showed that the addition of
treat thousands of patients since launch. Nimotuzumab to chemo-radiotherapy
It has seen nearly 1,200 new patient improved the locoregional control rate,
enrollments in FY18. disease free survival and had a trend
towards improvement in overall survival.
Recently, the results of a randomized
controlled clinical study conducted in The positive results from this study are a
536 patients with our Nimotuzumab significant milestone in Biocon’s ongoing
at the Tata Memorial Hospital (TMH), efforts to establish Nimotuzumab’s ‘best-
Mumbai were presented at the 2018 in-class’ status for the treatment of one
American Society of Clinical Oncology of the most common forms of cancer in
(ASCO) Annual Meeting held in Chicago. India.
The investigator-initiated study, one of QPI-1007 (siRNA)
the largest randomized clinical studies
on head and neck cancer patients in Our partnered program with Quark
India, evaluated the efficacy and safety Pharma, QPI-1007, a novel siRNA
of administering Nimotuzumab during molecule to treat non-arteritic ischemic
concurrent chemo-radiation in locally optic neuropathy (NAION), continued
advanced head and neck squamous cell to make good progress in pivotal global
carcinoma (LAHNSCC). Adult patients Phase II/III studies during the year, with
of LAHNSCC were randomized 1:1 into patients randomized in India. Biocon is
either radical radiotherapy with weekly the first biopharma organization in India
cisplatin (CRT arm) or the same schedule to have forayed into the exciting space
of chemo-radiation with weekly of (small interfering RNA) siRNA-based
Nimotuzumab (NCRT arm). The primary therapeutics.
endpoint of the study was ‘progression
free survival’, while other key secondary FmAb2
endpoints were ‘disease free survival’, In Immuno-Oncology, Biocon’s lead
‘duration of loco-regional control’ and program, FmAb2, is a fusion protein
overall survival. The study successfully of EFGR mAb and TGFß RII ECD. This
met the primary endpoint Median fusion antibody works on the concept
progression free survival of 60.3 months of preferentially delivering immune
in NCRT arm as compared to 21 months modulators to the tumor site, providing
in CRT arm which was statistically a potentially broad clinical opportunity
significant. in multiple tumor types. With this
Dr Kumar Prabhash, Head, Solid Unit, molecule, we have already established
Medical Oncology, TMH and his team Pharmacology and Mechanism of Action
has conducted this large patient study (MoA) via in-vitro and in-vivo tumor
over a period of six years to establish the models. This fusion antibody progressed
superior profile of Nimotuzumab and the in pre-clinical development during FY18.
difference it can make to patients. The
Biologics 55
S ustai n abilit y
Creating a
Sustainable Future
As Biocon partners India in achieving
the country's ambitious target
of becoming a USD 100 billion
bioeconomy by 2025, the company
is equally committed to enable
the nation achieve its sustainable
development goals. Sustainability
continues to remain at the centre
of our integrated outreach strategy
designed to make a meaningful
impact on the environment, people
and society. From preserving the
environment to reducing our
carbon footprint and promoting
the well-being of the communities,
employees and other stakeholders,
our business practices go beyond
compliance, thus contributing
to the larger goal of sustainable
development.
Sustainability 57
Environment
Resource Conservation,
Reuse and Reduction
FY18
FY18
1,614 Reduced CO2 emissions
Kilo Litres
recycled and reused by 59,000 tonnes
every day
In past 5 years
In past 5 years Reduced CO2 emissions
2.8 by 1,02,000
million Kilo Litres tonnes
recycled and reused
Sustainability 59
Focus on Green Power driven by training and communication
programs aimed at waste segregation
and waste minimization across our
operations. Our food waste, is also
treated onsite through composting
which is used in the greenbelt area.
39%
EHS Risk Assessment &
61%
Process Safety Management
With safety at workplace being
paramount, we continuously assess,
identify and manage occupational
health and safety risks. Fitted with
Green Power Grid Power manufacturing equipment designed to
conform to highest safety standards,
we ensure conformance using world
class monitoring equipment and regular
internal and external audits.
It covers all our internal and external
stakeholders and extends to the group, Our integrated process safety
joint ventures, suppliers, contractors and management systems ensure all existing
other stakeholders. processes and new developments
are assessed for risk. Process safety
Environment Management studies such as Process Hazard Analysis,
We have, since long, been making Equipment Safety Study through
concerted efforts at reducing techniques including HAZOP, What-
our environmental footprint. Our if and Risk Matrix are conducted by
comprehensive approach focused cross functional teams. These rigorous
on resource optimization, recycling, processes ensured that Biocon’s
recovery and reuse has brought units in Bengaluru, Hyderabad and
significant results. Vishakapatnam experienced zero
reportable incidents in FY18.
Given that India is fast moving towards
becoming a water stressed country, Biocon’s commitment to safety was
reducing water consumption remains endorsed through the “Unnatha Suraksha
an important part of our agenda. As a Puraskara”, an award for excellence in
resource respecting organization, we safety management across operations
have focused our efforts at making given by the State National Safety
our processes more water efficient. Council.
Substantial investments in zero-
liquid discharge systems across our
EHS Training
manufacturing units have resulted in All our employees, both full-time and
100% wastewater being recycled and contract staff, undergo EHS training to
reused in the processes or utilities. make them well aware of workplace
Effective water treatment technologies hazards and equip them with skills to
and rainwater harvesting have meant effectively deal with a situation when it
significant reduction in per capita water arises. During FY18, 17,000 man hours of
consumption across our campuses. classroom and e-learning training were
conducted. First aid training, specialized
The benefits from our environment
training and workshops by experts and
management initiatives have been
external trainers were also organized.
Sustainability 61
volunteers cleaned the trash around preference for long term commitments
Yarandahalli Lake, leveled the road and is given to suppliers who meet these
painted the walls of the lake boundary criteria. Initiatives are taken to improve
and the nearby government school. awareness about legal compliances to
enhance eco-friendly efficiencies and
As a part of the of World Environment
packaging/logistics improvements at the
Day celebrations, over 1,000 saplings
suppliers end.
were planted by employees along
with nearby school children to create The Company engages with suppliers
awareness about the importance of and transporters at regular meets
environmental conservation. to encourage them to undertake
sustainable practices across the supply
Ensuring Sustainability in the chain. Local sourcing options that
Supply Chain would reduce the logistics involved and
thus our carbon footprint are explored
With a view to ensure our supply chain wherever possible. While reducing
practices support our sustainability our own carbon emissions, we also
goals, we encourage our suppliers encourage our suppliers and consumers
to fulfill their commitments to the to reduce these during sourcing and
society and environment. As a policy, consumption.
People
Sustainability 63
Employer of Choice Talent Profile of Employees
31%
40%
60%
69%
Gender Total
5,214 (%) Age
13% 18-24
Diversity Employees Female Employees 62% 25-34
Sustainability 65
Social
Sustainability 67
with communities having poor access to In FY18, 10 new eLAJ Smart Clinics were
quality healthcare. These Smart Clinics added, taking the total number to 21.
have enabled the Foundation to establish
a link between innovation and scale. eLAJ Smart Clinic Footprint
Over 2.3 lakh patient visits were recorded Number
at the eLAJ clinics during FY18.
Govt of Karnataka 15
In Rajasthan, Biocon Foundation adopted Govt of Rajasthan 3
five PHCs and 32 associated sub-centers Biocon Foundation 3
in 2015. Healthcare services delivery was
improved in several of these centers in Total 21
Jaipur, Sawai Madhopur and Jhalawar Capacity Building of Medical
districts. Within two years (by August Practitioners
2017) the improvement in services was
such that the Government of Rajasthan In rural areas, primary care physicians
declared the upgraded PHCs at Jhalawar are the first, and often the only point
as Adarsh PHCs (Model PHCs) with of contact to manage health related
ownership getting transferred to the issues. It therefore becomes imperative
Government. Under a new Memorandum for physicians to have a comprehensive
of Understanding (MoU), signed in understanding of the disease for
March 2018, the Foundation is providing effective disease management with
services such as electronic capturing of limited resources available. Given their
patient records and diagnostic services at importance for managing the health
the remaining three PHCs. challenges of the rural population, the
Foundation conducts workshops and
Under a MoU signed with the conferences to improve the knowledge
Government of Karnataka in December and skills of front-line health workers.
2016, the Foundation has integrated In FY18, workshops on family planning,
the eLAJ module into operations of 15 mental health and HIV in children,
Government-run PHCs. Additionally, at facilitated improved effectiveness of
the Government’s behest, laboratory these workers.
devices have been provided at the Central
Prison, Parappana Agrahara, Bengaluru. WASH Initiatives
Non-Communicable Diseases Open defecation, unsafe drinking
water and poor hygiene have been
At Biocon, we believe that an the bane of the rural population with
integrated community based risk factor far reaching impact on public health,
management program is a cost-effective education, environment and gender
and efficient approach to address equality. The Foundation's concerted and
non-communicable diseases (NCDs) coordinated strategy to ensure access
such as cancer. To date, the Foundation to Water, Sanitation & Hygiene (WASH)
has screened over 53,000 men and is helping reduce the negative impact
women for oral, cervical and breast of these ills. In FY18, reverse osmosis
cancers and supported patients with (RO) water plants of 1 kilolitre capacity,
potential risks, to undergo further installed in Kyalasanahalli, Marutinagar
evaluation. and Sriramapura villages of Bengaluru,
At our monthly NCD clinics focused enabled access to safe drinking water for
on diabetes mellitus and hypertension, over 6,000 residents. Toilet blocks were
we not only conduct screenings but constructed in the Government Primary
also draw up management plans for School, Mayasandra and Government
diet related NCDs. Continuum of care School & Junior College, Bagalur, under
is ensured through regular follow up by the Biocon sanitation program. Apart
Community Health Workers (CHWs). from improving good hygiene practices,
it is hoped that it would improve the underweight, 21% wasted, 38.4% stunted
enrollment of girls in these educational and only 62% have full immunization
institutions. coverage.
Child Malnutrition The Biocon Foundation has launched
several programs to help India fight
Child malnutrition is one of the biggest
malnutrition. The Foundation has
social challenges facing India, with
been working in partnership with the
half of all childhood deaths being
Government authorities in Bagalkot
attributed to malnutrition. It is also a
district of Karnataka, since 2012 to
major chronic health challenge for the
combat malnutrition. A robust scalable
underprivileged communities. First 5
model to address child malnutrition
years after birth are crucial for a child’s
was rolled out in four Taluks of Bagalkot
growth and development, with potential
district. In FY18 health check-ups
to make long term impact on their
for severely malnourished children
cognitive ability and health. The steep
were coordinated at the PHCs in
rise in malnutrition in children during
collaboration with the Bagalkot district
the first two years of life is indicative of
authorities, benefiting over 460 severely
poor infant feeding practices. As per
malnourished children.
the Global Nutrition Report, 155 million
children are stunted and 52 million Education Programs
children are wasted. NFHS-4 (National
Family Health Survey, India) reports that Biocon’s education initiatives are
35.7% of Under 5 children in India are targeted at underprivileged children in
Sustainability 69
line with the company’s commitment to Awards
ensuring inclusive and equitable quality
education. As a first step, it is important During FY18, Biocon Foundation received
to build a strong foundation of basic recognition from Government and non-
concepts in children. To achieve this government organizations as well as the
objective, Biocon Foundation has, in corporate sector. Some of our initiatives
partnership with Macmillan Publishers, were recognized as the most innovative,
developed Chinnara Ganitha to help sustainable and impactful CSR programs
children develop basic concepts in of the year.
mathematics. Having touched the
lives of over half a million students, Biocon Foundation Awards
since 2006, these workbooks reached
over 1,00,000 students in about 1,000
government schools in the current Indian Drug Manufacturers'
year. The Bangalore Political Action Association (IDMA)
Committee (BPAC), as our distribution
partner ensured that these workbooks Corporate Citizen Award
reached all the students of classes I to VII 2017
at these schools.
The Biocon CSR Wing encourages
employees for community service. The Social Change Award
During the year several members 2017 for eLAJ Smart Clinics
volunteered to teach and assess
fundamental mathematics skills of
the students using Chinnara Ganitha CSR Health Impact Award-
workbooks at 10 government schools
in Karnataka. The sessions proved to India Health and Wellness
be a fulfilling experience for both the Summit 2017
volunteer, teachers and the students.
Skill Development
Biocon Academy
is committed to
create a globally
competitive
Biotech ecosystem
in India through
skill development
programs at
its Center of
Excellence
for Advanced
Learning in Applied
Biosciences.
Sustainability 71
collaboration approach by partnering 400 students have benefited since the
with BITS, Pilani, India, to introduce Academy was launched. We are proud
the BITS Biocon Certificate Program to be able to help life sciences graduates
in Applied Industrial Microbiology. in India build promising careers in
To ensure our students get practical the biotech industry. The Academy
training, this year the Academy continued to maintain its record of 100%
collaborated with the global life sciences placements this year too. More than
company, Thermo Fisher Scientific, India. 55% of the students have been recruited
by some of India’s leading life sciences
Building on the success of these
companies, apart from Biocon.
programs in imparting rigorous academic
and industrial training, the Academy Given that the international programs
introduced two new programs this year: are very expensive, we subside the cost
the Faculty Development Program (FDP) for all students by offering scholarships
and the Clinical Development Program of up to 75% of the program fee. Several
(CDP). The FDP for biotechnology faculty hundred students who have graduated
is designed to give deeper insights into from the Academy over the last four
industry requirements and help them years are contributing immensely to the
equip their students with focused and Indian life sciences industry through their
practical training. This program has knowledge, talent and technological
already benefited 23 Biotechnology orientation.
faculty members from 18 colleges across
Apart from developing a talent pool
the country. The Biocon KGI Certificate
for the industry, we are also lending
Program in Clinical Development, is
our expertise to other academic
aimed at enhancing the quality of clinical
institutions to expand India’s ecosystem
research professionals in India. Students
for biotechnology sector. In FY18,
from the CDP program underwent
we facilitated the development of
practical training at Narayana Health,
new courses by the Delhi Institute of
one of the best hospitals in India and
Pharmaceutical Sciences and Research.
in state-of-the-art facilities of Syngene
International to get hands-on training on Biocon Academy is continuously looking
various operational aspects of Clinical at ways to align with the growing needs
Research. The first batch of this exclusive of the global biotech industry and
program, designed to accelerate learning developing new programs to address
in the fast growing field of clinical such requirements. To strengthen this
development, graduated this year. industry, we are designing an MBA
Program in Biosciences Management
In FY18, nearly 145 students and
and a PG Certificate Program in Quality
faculty members have benefited from
Control Analytical Techniques.
the various courses being delivered
by the Academy. Cumulatively, over
When we look back on our sustainability journey, it gives us a sense of satisfaction. We have
driven our CSR initiatives with a holistic perspective since inception to make a difference to
the lives of marginalized communities. As a socially responsible organization, we have invested
significantly in our sustainability programs. Every initiative has been rooted in the philosophy of
making a sustainable impact on the lives of the communities that we work with.
73
BIOCON LIMITED
Board’s Report
Dear Shareholders,
We present you the Fortieth (40th) Annual Report on business and operations along with the Audited Financial Statements and the Auditor's Report of
your Company for the financial year ended March 31, 2018.
Financial Highlights
In ` Million (except EPS)
Further, a statement containing the salient features of the Financial Statements of our subsidiaries pursuant to sub-section 3 of Section 129 of the
Companies Act, 2013 in the prescribed Form AOC‑1 is appended as Annexure 1 to the Board's Report. The statement also provides the details of
performance and financial positions of the subsidiaries.
State of Affairs
The highlights of your Company’s Standalone performance are as under:
• Revenue from operations for FY18 stood at ` 24,255 mn compared to ` 26,184 mn for FY17. Other income for FY18 amounted to ` 1,247 mn as
against ` 988 mn in FY17, primarily comprised income on investments at ` 628 mn, foreign exchange gain ` 174 mn and dividend income from
subsidiaries at ` 145 mn.
• Core operating margins (EBIDTA margins net of licensing, impact of forex, R&D and dividend from subsidiaries) was 23% compared to 30% in FY18
on account of lower revenues. Profit for the year stood at ` 2,385 mn compared to ` 5,193 mn for FY17.
• Effective Tax Rate (ETR) for the year was 22% as compared to 23% in the previous year before exceptional item.
Board's Reports 75
• During the year, our consolidated revenues registered a growth of 6% to ` 43,359 mn from ` 40,787 mn in FY17. From a segment perspective, the
research services recorded an annual growth of 19% while Biologics and Branded Formulation registered a growth of 10% and 11% respectively. Small
molecules was down 8%.
• Core margins (EBITDA margins net of licensing, impact of forex and R&D) stood at 27% as compared to 32% in FY17. Profit for the year stood at
` 4,531 mn compared to ` 6,881 mn for FY17. Profits for FY17 included tax on exceptional item of ` 78 mn.
During the year ended March 31, 2017, the Company, in its Standalone Financial Statements recorded MAT credit entitlement of ` 1,042 mn on sale of
equity shares of Syngene International Limited in FY16. However, in the Consolidated Financial Statements such entitlement is recognised as a credit in
equity along with the underlying dilution gain on sale of equity stake in Syngene, as it did not impact Group’s control.
During the year ended March 31, 2017, Biocon SA (“BSA”) transferred all of its rights, interests and obligations in Insulin Analogs (IPR) to Biocon Sdn. Bhd.
Consequent to this transfer BSA recorded a net gain in its Standalone books which was offered to tax under the Swiss tax laws. The above restructuring
did not have any impact on Consolidated Financial Statements, except for a tax cost of ` 78 mn representing the tax payable by BSA locally which had
been included within income tax expenses for the year ended March 31, 2017.
Bonus
During FY18, the Company issued and allotted 400 mn equity shares of ` 5 each as fully paid bonus shares in the ratio of two equity shares for every one
equity share held by the Members as on the record date, June 17, 2017. Consequently, issued, subscribed and paid-up share capital of the Company has
increased to ` 3,000 mn.
Dividend
Your Directors are pleased to recommend a Final Dividend of Re. 1/- (20%) per equity share for the financial year ended March 31, 2018, entailing a pay-
out of ` 600 mn. The dividend pay-out is subject to approval of Members at the ensuing Annual General Meeting (AGM).
The dividend will be paid to Members whose names appear in the Register of Members as on the Record Date to be determined by the Board, in respect
of shares held in dematerialised form, it will be paid to Members whose names are furnished by National Securities Depository Limited and Central
Depository Services (India) Limited as beneficial owners as on the record date.
Subsidiaries
Your Company has formulated a Policy for determining ‘Material’ Subsidiaries pursuant to the provisions of SEBI LODR. The said Policy is available at the
Company’s website http://www.biocon.com/docs/PolicyDocument_MaterialSubsidiary.pdf
During the year, Syngene USA Inc., was incorporated on August 24, 2017 as a wholly owned subsidiary of Syngene International Limited and
Biocon Healthcare Sdn. Bhd. was incorporated on August 10, 2017 as a wholly owned subsidiary of your Company. As on March 31, 2018, your Company
has 12 subsidiaries.
A report on the performance and financial position of each of the subsidiary and joint venture is presented below.
During the year ended March 31, 2018, Syngene registered a revenue growth of 17% to ` 14,849 mn in FY18 (FY17 - ` 12,716 mn). The growth was led
by an overall strong performance across all its businesses. EBIDTA margin for the year was 35%, with the operating margin at ` 5,262 mn (FY17 - ` 4,783
mn), registering a growth of 10%.
Pursuant to a fire incident on December 12, 2016, at Syngene, certain fixed assets, inventory and other contents in one of the buildings were damaged.
Syngene lodged an estimate of loss with the insurance company and the survey is currently ongoing. Syngene recorded a loss of ` 795 mn arising from
such incident during the year ended March 31, 2017. During the year ended March 31, 2018, Syngene has additionally recorded losses aggregating to
` 237 mn. Syngene also recognised a minimum Insurance claim receivable for equivalent amounts in the respective periods. The aforementioned loss
and the corresponding credit arising from insurance claim receivable has been presented on a net basis (` Nil) under Exceptional items in these Financial
Statement. During the year ended March 31, 2018, Syngene has received an disbursement of ` 615 mn(March 31, 2017: ` 200mn) from the insurance
company and the same has been adjusted with the amount recoverable from the insurance company.
In addition, Syngene is in the process of determining its final claim for loss of fixed assets and Business Interruption and has accordingly not recorded
any further claim arising therefrom at this stage.
On April 25, 2018, the Board of Directors of Syngene recommended a dividend of ` 1/- (10%) per equity for the financial year ended March 31, 2018,
entailing a pay-out of ` 200 mn. The dividend pay-out is subject to approval of Members of Syngene at the ensuing Annual General Meeting (AGM).
BRL’s current business is directed towards the R&D services for Monoclonal Antibody molecules (mAbs) and Proteins, insulin Tregopil (formally referred
to as IN-105) and other insulin products on behalf of other group companies. The research programs undertaken by BRL have made significant inroads
to the next level of global clinical trials. BRL continues to hold 0.93% shareholding in Syngene.
During FY18, BRL registered a turnover of ` 2,190 mn and reported a net profit of ` 431 mn compared to a turnover of ` 1,657 mn and a net profit of ` 661
mn in FY17. FY18 revenue includes sale of export incentives to Biocon Limited for a consideration of ` 181 mn.
As at March 31, 2018, BPL has not commenced commercial operations and has capital work-in-progress of ` 1,862 mn (FY17 - ` 1,130 mn).
During FY18, BPI commenced commercial operations and has registered a turnover of ` 170 mn and reported a net loss of ` 218 mn.
In the current year, BSA registered a net loss of ` 255 mn against a net profit of ` 684 mn in FY17 primarily due to expenditure incurred on Research and
Development activities. Exceptional gains as explained below resulted in profits for FY17.
During FY17, BSA and Biocon Sdn. Bhd. had entered into an Assignment and License Agreement pursuant to which BSA transferred all of its rights,
interests and obligations in Insulin Analogs (IPR) to Biocon Sdn. Bhd. Consequent to this transfer BSA recorded a gain of ` 1,150 mn, net of tax ` 78 mn.
During the year ended March 31, 2018, BUK earned ` 852 mn as revenue and reported a net loss of ` 201 mn as against revenue of ` 1,826 mn and net
loss of ` 189 mn in FY17, primarily due to higher expenditure incurred on Research and Development activities.
The facility is approved for manufacture of Human insulin and glargine drug product from National Pharmaceutical Regulatory Authority (“NPRA”),
Malaysia. During the current year the facility received cGMP certification from HPRA (EMA). With the receipt of product approval from EMA for our Insulin
Glargine, Biocon Sdn. Bhd. is set to commence export of products to EU. Biocon Sdn. Bhd. also received the product approval from NPRA, Malaysia for
its BASALOG cartridges.
Board's Reports 77
Currently in the second year of commercial operations, Biocon Sdn. Bhd. reported a total revenue of ` 2,716 mn and net loss of ` 697 mn in FY18 against
a total revenue of ` 998 mn and a net profit of ` 5 mn in FY17.
As at March 31, 2018, BBIL has not commenced commercial operations and has capital work-in-progress of ` 152 mn.
Corporate Governance
Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance
and retain investor trust. Our disclosures seek to attain the best practices in corporate governance as prevalent globally. We have implemented several
best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions.
Corporate Governance Report for FY 2017-18 forms part of this Annual Report.
The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under
SEBI LODR is annexed to the corporate Governance Report.
During the year ended March 31, 2018, a total of 1,894,439, shares were transferred from the ESOP Trust to the eligible employees under the Company’s
prevailing ESOP plan. As at March 31, 2018, the ESOP Trust held 9,005,047 equity shares of the Company. During the year ended March 31, 2018, there
has been no material change in the Company’s existing plan and the plan is in compliance with SBEB Regulations. Information as required under SBEB
Regulations read with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 have been uploaded on the Company’s website and can be
accessed at the web-link: http://www.biocon.com/biocon_invrelation_annualreports.asp?subLink=finance
The applicable disclosures as stipulated under the SBEB Regulations as on March 31, 2018 is appended herewith as Annexure 3 to the Board's Report. The
Company has received a certificate from the Statutory Auditor that the scheme has been implemented in accordance with SEBI Share Based Employee
Benefits (SBEB) Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the Members.
Deposits
Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.
Board Diversity
A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back
of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognises the importance of a diverse
composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Policy is available at the web-link: http://www.
biocon.com/docs/PolicyDocument_BoardDiversity.pdf
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI LODR, the Board has carried out the Annual Performance Evaluation
of its own performance, the Directors individually as well as the evaluation of the working of its various committees. A structured questionnaire was
prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance,
ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contribution at meetings etc.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated
on parameters such as participation and contribution by a Director, commitment, including guidance provided to the senior management outside of
Board / Committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders,
independence of behaviour and judgment etc. The Performance Evaluation of the Independent Directors were carried out by the entire Board. The
Performance Evaluation of the Chairperson and Managing Director was carried out by the Independent Directors. The evaluation process has been
explained in the Corporate Governance Report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee.
Mr. Rajiv Balakrishnan has ceased to hold office as Company Secretary and Compliance Officer effective March 2, 2018.
The current term of appointment of Mr. Jeremy Levin and Mr. Vijay Kuchroo, Independent Directors of the Company shall come to an end at the ensuing
AGM. Based on the outcome of the Performance Evaluation, the Nomination and Remuneration Committee has recommended to continue the term
of appointment of the Independent Directors and nominated to the Board, re-appointment of Mr. Jeremy Levin and Mr. Vijay Kuchroo as Independent
Directors for an additional term of five consecutive years. A brief profile of Mr. Jeremy Levin and Mr. Vijay Kuchroo is given in the Notice of AGM dated
June 22, 2018. The Company has received declarations from both the Independent Directors confirming that they meet the criteria of independence as
prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI LODR. The Company has also received requisite
notices in writing from Members signifying the candidatures of Mr. Jeremy Levin and Mr. Vijay Kuchroo as Independent Directors of the Company.
The Board recommends the re- appointment of Mr. Jeremy Levin and Mr. Vijay Kuchroo as Independent Directors.
Mr. Russell Walls, Chairman, Mr. Daniel M Bradbury, Dr. Jeremy M Levin and Mr. M. Damodaran.
A detailed note on the composition of the Board and other Committees is provided in the Corporate Governance Report section of this Annual Report.
Board's Reports 79
Prior omnibus approval from the Audit and Risk Committee are obtained for transactions which are repetitive and also normal in nature. Further,
disclosures on related party contracts and arrangements are made to the Audit and Risk Committee and the Board on a quarterly basis.
During the year under review, there were no material related party transactions under Regulation 23 (4) of SEBI LODR entered into by the Company,
which necessitates approval of shareholders. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies
Act, 2013, in the prescribed Form AOC – 2, is appended herewith as Annexure 5 to the Board's Report.
Credit Ratings
ICRA and CRISIL continued to reaffirm their rating of AA+/ Stable and A1+, respectively, for various banking facilities throughout the year enabling your
Company to avail facilities from banks at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.
Auditors
Statutory Auditors
M/s B S R & Co. LLP, Chartered Accountants (ICAI Registration No. 101248W/W-100022) were appointed as the Statutory Auditors of the Company to
hold office from the conclusion of the 38th AGM held on June 30, 2016 until the conclusion of the 43rd AGM of the Company to be held in the calendar
year 2021 (subject to ratification of their appointment by the Members at every AGM).
As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company had received a written consent from M/s B S R & Co. LLP,
Chartered Accountants to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies
Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.
The Members are requested to ratify the appointment of the Statutory Auditors at the ensuing AGM.
The Auditors’ Report on the Financial Statements of the Company for the year ending March 31, 2018 is unmodified i.e. it does not contain any
qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the Financial Statements forming part of the Annual Report.
Cost Auditors
The Board of Directors on the recommendation of the Audit and Risk Committee, appointed M/s Rao & Murthy, Cost Accountants (Firm Registration
Number 000065), as the Cost Auditors of the Company for the Financial Year 2017-18 under Section 148 of the Companies Act, 2013. M/s Rao & Murthy,
Cost Accountants, have confirmed that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and have also certified that
they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.
The Audit and Risk Committee has also received a certificate from the Cost Auditors certifying their independence and arm’s length relationship with
the Company.
As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a
General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to M/s Rao & Murthy, Cost
Accountants is included in the Notice convening the 40th AGM.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, M/s M. Damodaran & Associates, Practicing Company
Secretaries were appointed to conduct the secretarial audit of the Company for the FY 2017-18. The Secretarial Audit Report for FY 2017-18 is appended
herewith as Annexure 7 to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has appointed M/s. V. Sreedharan & Associates, Practising Company Secretaries as Secretarial Auditor of the Company for the financial year
2018-19.
Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls,
material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the Internal Financial Controls are
subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies
or procedures may deteriorate.
The Company has, in all material respects, an adequate Internal Financial Controls System and such internal financial controls were operating effectively
based on the internal control criteria established by the Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Control over Financial Reporting issued by the Institute of Chartered Accountants of India.
Vigil Mechanism
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and SEBI LODR is implemented through the Company’s
Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate
safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit and Risk Committee.
Whistle Blower Policy of your Company is available on the Company’s website and can be accessed at the web-link:https://www.biocon.com/docs/
Biocon_Group_Integrity_Whistle_Blower_Policy.pdf.
(a) In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material
departures.
(b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for
that period.
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(d) they have prepared the annual accounts on a going concern basis.
(e) they have laid down Internal Financial Controls based on internal controls framework established by the Company, which were adequate and are
operating effectively and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
Particulars of Employees
The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report and is appended herewith as to the Boards’ report.
The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report.
Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the
Members of the Company and others entitled thereto. The said information is available for inspection at the Registered Office of the Company during
business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy
thereof, may write to the Secretarial Team of the Company in this regard.
Primary Healthcare- The Company believes that the most cost-efficient method of ensuring the health of a community is by preventing disease from
occurring in the first place. The Company is providing affordable primary and preventive healthcare services of assured quality. The initiative provides
cushion to low and middle income groups from health shocks, caused by a high out-of-pocket health expenditure and it is catering to healthcare needs
of a population of more than 10 Lakhs living predominantly in rural areas, peri-urban areas and slums in Karnataka & Rajasthan.
Promotion of Education- The Company believes in ensuring inclusive and equitable quality education for all. An afterschool enrichment program
on English and Phonics, Life Skills, Art and Craft, Digital Literacy and games for children of Government schools is also ongoing successfully.
Biocon Academy is an initiative to create a globally competitive Biotech ecosystem in India.
Board's Reports 81
Gender Equality & Empowerment of Women- Promoting gender equality and empowering women is one of the major objectives of the Company.
Biocon Foundation has set up hostels for women who comes from weaker sections of the society. Donation of patrol vehicles to a special cell of
Hebbagodi Police for ensuring safety of women is another initiative undertaken towards providing a safe environment.
Technology Incubation- The Company is keenly aware of the power of technology in transformation of the development indicators and therefore
we support technology incubators which are approved by the Central Government. Under this initiative, Biocon Foundation has provided grants to
The Institute of Bioinformatics and Applied Biotechnology (IBAB), Team Indus & Science Gallery, Bengaluru.
Rural Development- The Company works towards combatting the social and economic problems to ensure the prosperity of rural India.
Biocon Foundation has undertaken many projects to bridge the rural-urban divide in terms of infrastructure. Some of our initiatives include construction
of roads, school buildings, community centre, community toilets, drinking water facilities and so on. In an effort to ensuring rejuvenation of lakes
in Bengaluru, Biocon Foundation has treated Hebbagodi lake by Bio-remediation processes and the similar work on revival of Yarandahalli Lake is
undergoing.
In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has formed a CSR Committee, which monitors and oversees
various CSR initiatives and activities of the Company. The CSR Committee comprises of Ms. Mary Harney (Chairperson), Ms. Kiran Mazumadar-Shaw,
Dr. Vijay Kuchroo and Prof. Ravi Mazumdar.
A detailed report regarding CSR is appended herewith as Annexure 9 to the Boards’ report.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review,
3 complaints with allegations of sexual harassment were filed, 2 of which were disposed-off as per the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Statutory Disclosures
None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made
necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI LODR.
Acknowledgement
We place on record our appreciation for the committed services by every member of the Biocon family globally whose contribution was significant to
the growth and success of the Company. We would like to thank all our clients, partners, vendors, investors, bankers and other business associates for
their continued support and encouragement during the year.
We also thank the Government of India and Malaysia, Government of Karnataka, Government of Telangana, Government of AP, Ministry of Information
Technology and Biotechnology, Ministry of Health, Ministry of Commerce and Industry, Ministry of Finance, Department of Pharmaceuticals, Department
of Scientific and Industrial Research, Ministry of Corporate Affairs, Central Board of Indirect Taxes and Customs, Income Tax Department, CSEZ, and all
other regulatory agencies for their assistance and co-operation during the year and look forward to their continued support in the future.
Board's Reports
83
Biocon Limited
6/15/2018 8:25:29 PM
*Exchange rate considered in the case of foreign subsidiaries - 1 USD = 65.08; 1 AED = 17.72; 1 MYR = 16.85
84
#
Converted at monthly average rates
Part B - Associates & Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Bengaluru,
April 26, 2018
6/15/2018 8:25:29 PM
Biocon Limited
The Dividend Distribution Policy (“the Policy”) establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend
by the Company as well as enable the Company strike balance between pay-out and retained earnings, in order to address future needs of the Company.
The Policy shall come into force for accounting periods beginning from April 01, 2016.
Preamble
The profits earned by the Company may either be retained in business or used for acquisitions, expansion or diversification, or it can be distributed
to the shareholders as dividend. Through this Policy, the Company would endeavour to maintain a consistent approach to dividend pay-out plans by
reconciling between all these needs.
The Company currently has only one class of shares - ordinary equity shares. Therefore, dividend if declared, will be distributed amongst all shareholders,
based on their shareholding on the record date. Dividends will generally be recommended by the Board once a year, after the announcement of the full
year results and before the Annual General Meeting (AGM) of the shareholders, as may be permitted by the Companies Act, 2013. The Board may also
declare Interim Dividends as may be permitted by the Companies Act, 2013.
The Company has had a consistent Dividend Distribution Policy that balances the objective of appropriately rewarding shareholders through dividends
and to support the future growth. The Company would ensure to strike the right balance between the quantum of dividend paid and amount of profits
retained in the business for various purposes.
As in the past, subject to the provisions of the applicable law, the Company’s dividend pay-out will be determined based on available financial
resources, investment requirements and taking into account optimal shareholder return. The Board of Directors will refer to the Policy while
declaring/ recommending dividends on behalf of the Company.
The Company shall comply with the Provisions of Section 123 of Companies Act, 2013, pertaining to recommendation, declaration & payment of
dividend.
Category of Dividends
The Companies Act, 2013 provides for two forms of Dividend - Final & Interim.
A. Final Dividend
Final Dividend is paid once in a financial year after the annual accounts are prepared. The Board of Directors of the Company has the power to
recommend the payment of Final Dividend to the shareholders in a general meeting.
B. Interim Dividend
Interim Dividend may be declared by the Board of Directors one or more times in a financial year as may be deemed fit by the Board. The Board of
Directors of the Company would declare an Interim Dividend, as and when considered appropriate, in line with this Policy. Normally, the Board could
consider declaring an Interim Dividend after finalization of quarterly or half yearly financial results.
The Board at its discretion, may additionally recommend a Special Dividend under certain circumstances such as extraordinary profits from sale of
investments etc.
Internal Factors:
i) Profitable growth of the Company and specifically, profits earned during the financial year as compared with:
a. Previous years and
b. Internal budgets,
ii) Cash flow position of the Company,
iii) Accumulated reserves,
iv) Earnings stability,
v) Future cash requirements for organic growth/expansion and/or for inorganic growth,
vi) Brand acquisitions,
vii) Current and future leverage and under exceptional circumstances, the amount of contingent liabilities,
viii) Deployment of funds in short term marketable investments,
ix) Long term investments,
x) Capital expenditure(s).
External Factors:
i) Business cycles,
ii) Economic environment,
iii) Cost of external financing,
Board's Reports 85
Apart from the above, the Board also considers past dividend history while determining the rate of dividend.
The Board may consider not declaring dividend or may recommend a lower pay-out for a given financial year, after analyzing the prospective
opportunities and threats or in the event of challenging circumstances such as regulatory and financial environment. In such events, the Board will
provide rationale in the Annual Report.
The retained earnings of the Company may be used in any of the following ways:
Policy Review
This Policy will be reviewed periodically by the Board and amended as appropriate. Any changes or revisions to the Policy will be communicated to
shareholders in a timely manner.
The Policy will be available on the Company’s website and disclosed in the Company’s Annual Report.
Sl. Particulars
No.
1 Date of shareholders’ approval September 27, 2001
2 Total number of options approved under ESOP 34,271,460*
3 Vesting requirements
4 Exercise price or pricing formula Refer note 30 of the Standalone Financial Statements
5 Maximum term of options granted
6 Source of shares (primary, secondary or combination) Combination
7 Variation in terms of options No variation
8 Method used to account for ESOP - Intrinsic or fair value
Refer note 30 of the Standalone Financial Statements
9 The impact on the profits and EPS of the Company
*Number of options approved under ESOP 2000 is adjusted for subdivision of face value of equity shares in FY 2001-02 and FY 2003-04 and issue of
bonus shares in FY 2003-04, FY 2008-09 and FY 2017-18.
Sl. Particulars Grant V Grant VI Grant VII Grant VIII Grant IX Grant X
No.
1 Number of options outstanding at the beginning of the 1,487,586 2,883,714 3,660,600 784,500 1,402,500 611,250
period *
2 Number of options granted during the year - - 105,000 90,000 1,695,000 945,000
3 Number of options forfeited / lapsed during the year 201,750 231,189 477,750 31,500 352,500 28,500
4 Number of options vested during the year 444,188 1,087,124 165,750 123,000 - 62,625
5 Number of options exercised during the year 615,339 936,475 185,125 115,500 - 42,000
6 Number of shares arising as a result of exercise of options 615,339 936,475 185,125 115,500 - 42,000
7 Money realized by exercise of options (`), if scheme is - - - - - -
implemented directly by the Company
8 Loan repaid by the Trust during the year from exercise - - - - - -
price received
9 Number of options outstanding at the end of the year 670,497 1,716,050 3,102,725 727,500 2,745,000 1,485,750
10 Number of options exercisable at the end of the year 180,747 459,989 24,725 66,750 - 20,625
11 Weighted-average exercise prices of options outstanding 126 157 163 161 183 163
at the end of year
12 Weighted-average fair values of options granted - - 80 89 242 213
* Includes units on account of bonus issue during the year.
Sl. Name of the Employee Designation Grant No of options granted Exercise price
No.
1 Seema Shah Ahuja Vice President Grant X 60,000 192
2 Rakesh Kumar Bhasin Vice President Grant IX 60,000 166
3 Sundaresan Raman Vice President Grant IX 60,000 307
(b) Any other employee who received a grant during the year, options amounting to 5% or more of option granted during the year - NIL
(c) Identified employees who were granted options during the year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of the Company at the time of grant – NIL
Board's Reports 87
A brief summary of the Policy in relation to the objective, appointment criteria, remuneration and general matters as administered by the Nomination
and Remuneration Committee are reproduced herewith –
Background
Section I
• To guide the Board in relation to appointment, retention and removal of Directors, Key Managerial Personnel and Senior Management.
• To evaluate the Performance of the Members of the Board and provide necessary report to the Board for further evaluation of the Board.
• To recommend to the Board on remuneration payable to the Directors and Key Managerial Personnel.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
• To develop a succession plan for the Board and to regularly review the plan.
The Board has constituted a Nomination and Remuneration Committee (NRC) in line with the requirements of the Companies Act, 2013 which oversees
the functions related to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management personnel.
The terms of composition and requirements as to the meeting of the Committee are as below-
• The Committee shall consist of minimum of 3 Non-Executive Directors and atleast one half of the composition shall be independent.
• Minimum two (2) Members shall constitute a quorum for the Committee meeting.
Definition
‘Act’ means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.
‘Key Managerial Personnel’ means Chief Executive Officer and Managing Director, Whole-Time Director, Chief Financial Officer, Company Secretary and
such other officer as may be prescribed under the Act.
‘Senior Management’ means personnel of the Company who are members of its core management team excluding the Board of Directors including
Functional Heads.
Section II
This section covers the duties of the Committee in relation to various matters and recommendations to be made by the Committee to the Board.
Matters to be dealt with, perused and recommended to the Board by the Committee shall include –
• Formulating the criteria for determining qualifications, positive attributes and independence of a Director.
• Identifying persons who are qualified to become Director and persons who may be appointed in Key Managerial positions in accordance with the
criteria laid down in this Policy.
• Recommending to the Board, appointment and removal of Director, Key Managerial Personnel and Senior Management Personnel.
A. Nomination Matters
• Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.
• Ensuring that there is an appropriate induction in place for new Directors and reviewing its effectiveness.
Board's Reports 89
• Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.
• Evaluating the performance of the Board Members and Senior Management in the context of the Company’s performance, industry benchmarks and
compliance.
• Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the
suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service
contract.
• Recommend necessary changes to the Board in line with Board Diversity Policy.
B. Remuneration Matters
• Considering and determining the Remuneration Policy, based on performance with a reasonable and sufficient need to attract, retain and motivate
Members of the Board.
• To approve the remuneration of Key Managerial Personnel of the Company by maintaining a balance between fixed and incentive pay reflecting
short and long term performance objectives appropriate to the working of the Company, and its growth strategy.
• To manage and administer the Employee Stock Option Plans of the Company.
Section III
This section covers the Policy for appointment, term and retirement of Director and Key Managerial Personnel by the Committee.
• The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key
Managerial Personnel and recommend to the Board his / her appointment.
• A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee
has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
• The Company shall not appoint any person as Whole-Time Director who has attained the age of seventy years. Provided that the term of the person
holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on
the explanatory statement annexed to the Notice for such motion indicating the justification for extension of appointment beyond seventy years.
Term / Tenure
• Managing Director/Whole-Time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or
Executive Director for a term not exceeding such term as may be specified under the Act. No re-appointment shall be made earlier than one year
before the expiry of term, and which shall be done with the approval of the shareholders of the Company.
• Independent Director - An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will
be eligible for reappointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's Report. No
Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after
expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three
years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
Evaluation
The Committee shall carry out evaluation of performance of every Director at regular intervals and at least on an annual basis.
Removal
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder, the Committee may
recommend, to the Board with reasons recorded in writing, removal of a Director or Key Managerial Personnel subject to the provisions and compliance
of the said Act, Rules and Regulations.
Retirement
The Director and Key Managerial Personnel shall retire as per the applicable provisions of the Act and the prevailing Policy of the Company. The Board
will have the discretion to retain the Director or Key Managerial Personnel in the same position/ remuneration or otherwise even after attaining the
retirement age, for the benefit of the Company.
Section IV
This Section of the Policy covers provisions relating to the remuneration for the Whole-Time Director, Key Managerial Personnel and Senior Management
Personnel.
General
• The remuneration to the Whole-Time Director and Key Managerial Personnel will be determined by the Committee and recommended to the
Board for approval. Wherever required, the remuneration / compensation / commission etc. shall be subject to approval of the shareholders of the
Company and Central Government.
• The remuneration and commission including increments recommended to be paid to the Whole-Time Director shall be in accordance with the
percentage / slabs/ conditions laid down as per the provisions of the Act. These would be subject to approval of the shareholders of the Company.
a) Fixed pay: The Whole-Time Director / Managing Director shall be eligible for a monthly remuneration as may be approved by the Board on the
recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to provident
fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board and approved by the shareholders and Central
Government, wherever required. The Committee shall approve the remuneration for the Key Managerial Personnel.
b) Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to
its Whole-Time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the
previous approval of the Central Government.
c) Long-term rewards: The long-term rewards are linked to contribution to the performance of the Company based on relative position of the
personnel in the organisation. These rewards could be in the form / nature of stock options and are based on level of employees and their criticality.
d) Provisions for excess remuneration: If any Whole-Time Director draws or receives, directly or indirectly by way of remuneration any such sums
in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund
such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum
refundable to it unless permitted by the Central Government.
a) Remuneration / Commission: The remuneration / commission shall be fixed as per the limits mentioned in the Act, subject to approval from the
shareholders as applicable.
b) Sitting Fees: The Non-Executive / Independent Director shall receive remuneration by way of fees for attending meetings of Board or Committee
thereof. Provided that the amount of such fees shall not exceed such amount as may be prescribed by the Central Government from time to time.
c) Stock Options: An Independent Director shall not be entitled to any stock option of the Company.
The remuneration structure for Independent Directors per meeting of the Board / Committee effective April 1, 2014 is as follows –
The Nomination and Remuneration Committee periodically shall review this Policy and may recommend amendments to this Policy from time to time
as it deems appropriate, which shall be in accordance with the provisions of the Act. In case of any modifications, amendments or inconsistencies with
the Act, the provisions of the Act and the Rules made thereunder would prevail over the Policy.
Board's Reports 91
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188
of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
B. Technology Absorption
i) The efforts made towards technology absorption
ii) The benefits derived like product improvement, cost reduction, product development
or import substitution
iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) No technology was imported by the Company
(a) The details of technology imported during the year.
(b) The year of import
(c) Whether the technology been fully absorbed
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and
iv) The expenditure incurred on Research and Development (R&D) Detailed disclosure on R&D are provided below
Board's Reports 93
Specific areas in which R&D work has been carried out by the Company are:
1.
Development of Synthetic and Fermentation based Generic Small Molecules for Anti-infective, Oncology, Cardio-vascular, Nephrology and
Transplantation segments.
3. Generation of Intellectual Property Development – Process Patents for manufacture of key Generic Small Molecules and Biotherapeutics.
1. Global presence in supply of fermentation based Small Molecules to the Generic Industry in regulated markets
4. The Company has been granted 1,103 patents and around 666 trademarks as on date in various jurisdictions.
1. Strategic Collaborations for increased speed and cost competitiveness in Drug Discovery.
4. Collaborate with global Academia and Industry to build value & visibility to the portfolio.
Annexure 7 - Secretarial Audit Report for the financial year ended March 31,
2018
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014)
To
The Members,
Biocon Limited,
CIN: L24234KA1978PLC003417,
20th K.M.Hosur Road, Hebbagodi,
Bengaluru.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
Biocon Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and
also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report
that in my opinion, the Company has, during the financial year ended on March 31, 2018 (the audit period) complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company during the audit period
according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made there under;
(ii) The Companies Amendment Act, 2017;
(iii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
(iv) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(v) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial Borrowings;
(vi) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act,
2013 and dealing with client;
I have also examined compliance with the applicable Regulations of the following:
i. The Listing Agreements entered into by the Company with the National Stock Exchange of India Limited and BSE Limited under The Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
ii. Secretarial Standards (SS-1) for Board Meeting and Secretarial Standards (SS-2) for General Meeting including revised SS-1 and SS-2 issued by
The Institute of Company Secretaries of India.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned
above.
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Independent Directors.
Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in
advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting. As per the minutes of the meetings duly recorded and signed by the Chairperson, the decisions of the Board were unanimous
and no dissenting views have been recorded.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor
and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, the special resolution was passed under Section 180(1)(a) of the Companies Act, 2013 through Postal Ballot
result dated 07.12.2017 for Transfer of Biosimilars business of the Company by way of a slump sale as ‘Going Concern’ to Biocon Biologics India Limited,
a step down wholly owned subsidiary of the Company.
M. Damodaran
Chennai FCS No: 5837
April 26, 2018 C P No: 5081
Board's Reports 95
Sl. No. Name of the Director/Key Managerial Personnel and Remuneration Percentage increase in Ratio of the
Designation of Director / Key remuneration of each remuneration of each
Managerial Personnel Director/CFO/CS in the Director to the median
for the year ended FY 2017-18 remuneration of the
March 31, 2018 employees
(` million)
1 Ms. Kiran Mazumdar-Shaw 22.66 11% 50.3
Chairperson & Managing Director
2 Mr. John Shaw * 6.39 14% 43.6
Vice Chairman
3 Mr. Arun Suresh Chandavarkar 37.60 14% 83.5
CEO & Joint Managing Director
4 Ms. Mary Harney 3.15 12%^ 7.0
Independent Director
5 Mr. Russell Walls 3.92 5% ^ 8.7
Independent Director
6 Mr. Daniel M Bradbury 2.96 34% ^ 6.6
Independent Director
7 Dr. Jeremy M Levin 2.32 (28%)^ 5.2
Independent Director
8 Dr. Vijay Kumar Kuchroo 1.34 (37%)^ 3.0
Independent Director
9 Mr. M. Damodaran 2.06 6% ^ 4.6
Independent Director
10 Mr. Siddharth Mittal 21.68 10% NA
Chief Financial Officer
11 Mr. Rajiv Balakrishnan # 3.90 2% NA
Company Secretary
* Mr. John Shaw has been relieved from the position of Whole-Time Director of the Company effective June 30, 2017 and continues to be a
Non-Executive Director of the Company. Remuneration above is for the period of him being in the position of Whole-Time Director. Percentage increase
in remuneration & ratio of remuneration to the median remuneration of employees has been calculated on annualised basis.
# Mr. Rajiv Balakrishnan ceased to hold office as Company Secretary and Compliance Officer effective March 2, 2018 and hence his remuneration is
disclosed only for the period of holding the office.
^ Remuneration of the Independent Directors is as per the Policy on Director’s appointment and remuneration. The comparative increase / decrease
is based on number of meetings attended by them.
Note: Remuneration of the Independent Directors is excluding sitting fees. The remuneration does not include perquisite value on account of stock
options exercised during the year, which has been separately disclosed in Annexure 10.
I Percentage increase / (decrease) in median remuneration The median remuneration of employees increased from ` 408,871 as at March 31,
of employees in the financial year 2017 to ` 450,000 as at March 31, 2018, representing an increase of 10%.
II Number of permanent employees on the rolls of the There were 5,005 permanent employees as on March 31, 2018.
Company
III Average percentile increase in salaries of employees The average increase in employee remuneration other than managerial personnel
other than managerial personnel and its comparison was 13.7%, which has been marginally higher than that for managerial personnel.
with the percentile increase in managerial remuneration The increase in managerial remuneration is in line with the measures to attract and
and justification thereof retain the best talent. The Company also uses a mix of fixed, variable and ESOP based
compensation on a mid-to-long term basis to align middle and senior management
compensation to enhance shareholder values.
It is hereby affirmed that the remuneration paid for the financial year 2017-18 was as per the Policy for Remuneration of the Directors, Key Managerial
Personnel and other Employees.
Biocon believes in making a difference to the lives of millions of people who are underprivileged. It promotes social and economic inclusion by ensuring
that marginalized communities have equal access to health care services, educational opportunities and proper civic infrastructure.
• Biocon Foundation – Works towards the development and implementation of healthcare, education and infrastructure projects for the marginalized
sections of society
• Biocon Academy- Aims to address the skill deficit in the biotechnology space
• External partners- Organisations with an established track record of three years in undertaking development programs or projects.
• To promote social and economic inclusion by ensuring that marginalized communities have equal access to healthcare services, educational
opportunities, and proper civic infrastructure.
• To create a platform for promoting the rich Art & Culture of the country and sensitizing the communities to appreciate fine arts.
Please refer http://www.biocon.com/biocon_csr_about_policy.asp for more details related to the Company’s CSR Policy.
CSR Committee
The CSR Committee of our Board provides oversight of CSR Policy and monitors execution of various activities to meet the set CSR objectives.
Financial details
The provisions pertaining to CSR as prescribed under Section 135 of the Companies Act, 2013 are applicable to the Company. A summary of the financial
details of the Company are as follows -
Particulars In ` Million
Average net profit before tax of the Company for last three financial years 4,411
Prescribed CSR expenditure (2% of the average net profit as computed above) 88
Details of CSR spent during the financial year 2017-18:
Total amount to be spent for the financial year 88
Total amount spent 88
Amount unspent, if any Nil
Board's Reports 97
We hereby confirm that the implementation of the Policy and monitoring of the CSR projects and activities is in compliance with CSR objectives and
CSR Policy of the Company.
Sl. Name and Description of main products / services NIC Code of the Product/ % to total turnover of the
No. service Company
1 Manufacture of pharmaceuticals, medicinal chemical and botanical products 21 100.00%
Sl. Name And Address Of The Company CIN/GLN Holding/ Subsidiary % of shares held Applicable
No. Section
1 Syngene International Limited L85110KA1993PLC014937 Subsidiary 73.54% * 2(87)
2 Biocon Research Limited U73100KA2008PLC046583 Subsidiary 100% 2(87)
3 Biocon Pharma Limited U24232KA2014PLC077036 Subsidiary 100% 2(87)
4 Biocon Biologics India Limited U24119KA2016FLC093936 Subsidiary 100% 2(87)
5 Biocon Academy U80301KA2013NPL072272 Subsidiary 100% 2(87)
6 Biocon SA NA Subsidiary 100% 2(87)
7 Biocon Sdn. Bhd. NA Subsidiary 100% 2(87)
8 Neo Biocon FZ LLC NA Joint Venture 49% 2(6)
9 Biocon Biologics Limited NA Subsidiary 100% 2(87)
10 Biocon Pharma Inc NA Subsidiary 100% 2(87)
11 Biocon FZ LLC NA Subsidiary 100% 2(87)
12 Syngene USA Inc. NA Subsidiary 100% 2(87)
13 Biocon Healthcare Sdn. Bhd. NA Subsidiary 100% 2(87)
*including 0.93% held by Biocon Research Limited
Board's Reports 99
1. Category-wise Shareholding
Category Category Of Shareholder No. of Shares held at the beginning of the No. of Shares held at the end of the year %
Code year 31/03/2017 31/03/2018 * Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the
Shares shares year
(A) Promoter and Promoter Group
(1) Indian
(a) Individual /HUF 79,766,766 - 79,766,766 39.88 238,625,298 - 238,625,298 39.77 (0.11)
(b) Central Govt/State Govt(s) - - - - - - - - -
(c) Bodies Corporate - - - - - - - - -
(d) Financial Institutions / Banks - - - - - - - - -
(e) Others - - - - - - - - -
Sub-Total A(1) 79,766,766 - 79,766,766 39.88 238,625,298 - 238,625,298 39.77 (0.11)
(2) Foreign
(a) Individuals (NRIs/Foreign 2,058,986 - 2,058,986 1.03 6,776,958 - 6,776,958 1.13 0.10
Individuals)
(b) Bodies Corporate 39,535,194 - 39,535,194 19.77 118,605,582 - 118,605,582 19.77 0.00
(c) Institutions - - - - - - - - -
(d) Qualified Foreign Investor - - - - - - - - -
(e) Others - - - - - - - - -
Sub-Total A(2) 41,594,180 - 41,594,180 20.80 125,382,540 - 125,382,540 20.90 0.10
Total A=A(1)+A(2) 121,360,946 - 121,360,946 60.68 364,007,838 - 364,007,838 60.67 (0.01)
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds /UTI 4,296,869 - 4,296,869 2.15 14,355,154 - 14,355,154 2.39 0.24
(b) Financial Institutions /Banks 2,429,062 - 2,429,062 1.21 7,126,830 - 7,126,830 1.19 (0.02)
(c) Central Government / State - - - - - - - - -
Government(s)
(d) Venture Capital Funds - - - - - - - - -
(e) Insurance Companies - - - - - - - - -
(f) Foreign Institutional Investors 35,427,957 - 35,427,957 17.71 101,922,325 - 101,922,325 16.99 (0.72)
(g) Foreign Venture Capital - - - - - - - - -
Investors
(h) Qualified Foreign Investor - - - - - - - - -
(i) Others - - - - - - - - -
Sub-Total B(1) 42,153,888 - 42,153,888 21.08 123,404,309 - 123,404,309 20.57 (0.51)
(2) Non-Institutions -
(a) Bodies Corporate 4,099,910 - 4,099,910 2.05 14,678,299 - 14,678,299 2.45 0.40
(b) Individuals
(i) Individuals holding nominal
share capital upto ` 1 lakh 13,860,069 24,064 13,884,133 6.94 38,088,180 19,548 38,107,728 6.35 (0.59)
(ii) Individuals holding nominal
share capital in excess of ` 1
lakh 8,184,669 - 8,184,669 4.09 30,263,828 47,490 30,311,318 5.05 0.96
(c) Others
Clearing Members 127,359 - 127,359 0.06 1,190,707 - 1,190,707 0.20 0.14
Foreign Nationals 450,818 264,434 715,252 0.36 1,343,374 793,302 2,136,676 0.36 -
Investors Education Protection
Fund - - - - 35,324 - 35,324 0.01 0.01
Non Resident Indians 1,296,201 172,394 1,468,595 0.73 2,025,731 517,182 2,542,913 0.42 (0.31)
NRI Non-Repatriation 193,072 - 193,072 0.10 2,780,284 - 2,780,284 0.46 0.36
Employees ESOP Trust 3,529,870 - 3,529,870 1.76 9,005,047 - 9,005,047 1.50 (0.26)
Trusts 4,282,306 - 4,282,306 2.14 11,799,557 - 11,799,557 1.97 (0.17)
(d) Qualified Foreign Investor - - - - - - - - -
Sub-Total B(2) 36,024,274 460,892 36,485,166 18.24 111,210,331 1,377,522 112,587,853 18.76 0.52
Total B=B(1)+B(2) 78,178,162 460,892 78,639,054 39.32 234,614,640 1,377,522 235,992,162 39.33 0.01
Total (A+B) 199,539,108 460,892 200,000,000 100.00 598,622,478 1,377,522 600,000,000 100.00 -
(C) Shares held by custodians for - - - - - - - - -
GDRs & ADRs
GRAND TOTAL (A+B+C) 199,539,108 460,892 200,000,000 100.00 6,000,00,000 - 600,000,000 100.00 0.00
* Post bonus issue in June 2017
2. Shareholding of Promoters
Sl. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No. No. of % of total %of Shares No. of % of total %of Shares % change in
Shares Shares of the Pledged / Shares * Shares of the Pledged / shareholding
Company encumbered to Company encumbered to during the year
total shares total shares
1 Kiran Mazumdar-Shaw 79,287,564 39.64 - 237,862,692 39.64 - -
2 Glentec International Limited 39,535,194 19.77 - 118,605,582 19.77 - -
3 John Shaw 1,407,558 0.70 - 4,222,674 0.70 - -
4 Ravi Rasendra Mazumdar 565,014 0.28 - 2,295,042 0.38 - 0.10
5 Yamini R Mazumdar 479,202 0.24 0.03 762,606 0.13 - (0.11)
6 Dev Mazumdar 86,414 0.04 - 259,242 0.04 - -
Total 121,360,946 60.68 0.03 364,007,838 60.67 - (0.01)
* Post bonus issue in June 2017.
Sl. Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No.
No. of shares % of total shares of No. of shares * % of total shares of
the Company the Company
1. Kiran Mazumdar-Shaw
At the beginning of the year 79,287,564 39.64 237,862,692 39.64
Increase /Decrease in shareholding during the year - - - -
At the end of the year - - 237,862,692 39.64
2. Glentec International Limited
At the beginning of the year 39,535,194 19.77 118,605,582 19.77
Increase /Decrease in shareholding during the year - - - -
At the end of the year - - 118,605,582 19.77
3. John Shaw
At the beginning of the year 1,407,558 0.70 4,222,674 0.70
Increase /Decrease in shareholding during the year - - - -
At the end of the year - - 4,222,674 0.70
4. Ravi Rasendra Mazumdar
At the beginning of the year 565,014 0.28 1,695,042 0.28
Increase /Decrease in shareholding during the year 600,000 2,295,042 0.10
At the end of the year - - 2,295,042 0.38
5. Yamini R Mazumdar
At the beginning of the year 479,202 0.24 1,437,606 0.24
Increase /Decrease in shareholding during the year (675,000) 762,606 ( 0.11)
At the end of the year - - 762,606 0.13
6. Dev Mazumdar
At the beginning of the year 86,414 0.04 259,242 0.04
Increase /Decrease in shareholding during the year - - - -
At the end of the year - - 259,242 0.04
* Post bonus issue in June 2017.
Increase or Decrease/ Shareholding at the beginning of the Increase/ Cumulative Shareholding during the
Reasons year 01/04/2017 Decrease in share Year 31/03/2018
No. of Shares % of total shares holding No. of Shares % of total shares
of the Company of the Company
At the beginning of the 4,382,761 2.19 4,382,761 2.19
year
01/04/2017
09/06/2017 Increase/Bought 599,461 4,982,222 2.49
16/06/2017 Increase/Bought 182,566 5,164,788 2.58
23/06/2017 Increase/Bought 10,329,576 15,494,364 2.58
08/12/2017 Increase/Bought 5,590,452 21,084,816 3.51
15/12/2017 Increase/Bought 16,660 21,101,476 3.52
22/12/2017 Increase/Bought 149,636 21,251,112 3.54
29/12/2017 Increase/Bought 990,142 22,241,254 3.71
05/01/2018 Increase/Bought 1,150,603 23,391,857 3.90
12/01/2018 Increase/Bought 19,310 23,411,167 3.90
19/01/2018 Increase/Bought 469,309 23,880,476 3.98
26/01/2018 Increase/Bought 122,615 24,003,091 4.00
02/03/2018 Increase/Bought 1,817,739 25,820,830 4.30
09/03/2018 Increase/Bought 43,626 25,864,456 4.31
At the End of the Year 25,864,456 4.31
31/03/2018
(ii) AHAN- I LTD
Increase or Decrease/ Shareholding at the beginning of the Increase/ Cumulative Shareholding during the
Reasons year 01/04/2017 Decrease in share Year 31/03/2018
No. of Shares % of total shares holding No. of Shares % of total shares
of the Company of the Company
At the beginning of the - - - -
year 01/04/2017
18/08/2017 Increase/Bought 256,504 256,504 0.04
25/08/2017 Increase/Bought 897,542 1,154,046 0.19
01/09/2017 Increase/Bought 823,000 1,977,046 0.33
08/09/2017 Increase/Bought 277,300 2,254,346 0.38
22/09/2017 Increase/Bought 588,440 2,842,786 0.47
29/09/2017 Increase/Bought 150,360 2,993,146 0.50
06/10/2017 Increase/Bought 141,741 3,134,887 0.52
13/10/2017 Increase/Bought 364,000 3,498,887 0.58
20/10/2017 Increase/Bought 87,000 3,585,887 0.60
27/10/2017 Increase/Bought 180,000 3,765,887 0.63
At the End of the Year 3,765,887 0.63
31/03/2018
(vii) NATIONAL WESTMINSTER BANK PLC AS TRUSTEE OF THE JUPITER INDIA FUND
Increase or Decrease/ Shareholding at the beginning of the Increase/ Cumulative Shareholding during the
Reasons year 01/04/2017 Decrease in share Year 31/03/2018
No. of Shares % of total shares holding No. of shares % of total shares
of the Company of the Company
At the beginning of the 1,770,387 0.89 1,770,387 0.89
year 01/04/2017
05/05/2017 Increase/Bought 170,000 1,940,387 0.97
19/05/2017 Increase/Bought 400,000 2,340,387 1.17
02/06/2017 Increase/Bought 253,323 2,593,710 1.30
23/06/2017 Increase/Bought 5,187,420 7,781,130 1.30
30/06/2017 Increase/Bought 471,548 8,252,678 1.38
22/09/2017 Increase/Bought 128,455 8,381,133 1.40
26/01/2018 Decrease/Sold (1,099,614) 7,281,519 1.21
09/02/2018 Increase/Bought 65,372 7,346,891 1.22
23/02/2018 Decrease/Sold (518,671) 6,828,220 1.14
At the End of the Year 6,828,220 1.14
31/03/2018
** Mr. John Shaw was relieved from the position of Whole-Time Director of the Company effective June 30, 2017 and continues to be a Non-Executive
Director of the Company.
*** Mr. Rajiv Balakrishnan ceased to hold office as Company Secretary and Compliance Officer effective March 2, 2018.
V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
In ` Million
Particulars Secured Loans Unsecured Loans Deposits Total Indebtedness
excluding deposits
Indebtedness at the beginning of the financial year
In ` Million
(a) Salary as per provisions contained in Section 17(1) 22.63 6.39 37.57 66.59
of the Income-tax Act, 1961
(b)
Value of perquisites under Section 17(2) of the 0.03 - 0.03
Income-tax Act, 1961 0.06
** Mr. John Shaw was relieved from the position of Whole-Time Director of the Company effective June 30, 2017 and continues to be a Non-Executive
Director of the Company.
In ` Million
Sl. Particulars of Name of Directors
No. Remuneration
1. Independent Directors Russell walls Daniel M Jeremy M Levin Mary Harney Vijay K Kuchroo M. Damodaran Total
Bradbury Amount
-Fee for attending Board/ 0.50 0.50 0.30 0.50 0.20 0.40 2.40
Committee meetings
-Commission 3.92 2.96 2.32 3.15 1.34 2.06 15.75
-Others, please specify - - - - - - -
Total (1) 4.42 3.46 2.62 3.65 1.54 2.46 18.15
Other Non-Executive Ravi Mazumdar
Directors
-Fee for attending Board/
Committee meetings 0.40 0.40
-Commission - -
-Others, please specify - -
Total (2) 0.40 0.40
Total (B)=(1)+(2) 18.55
Total Managerial 93.28
Remuneration (A)+(B)
Ceiling as per the Act 44.11
C. Remuneration to Key Managerial Personnel other than MD/ Manager/ Whole-Time Director
In ` Million
Sl. Particulars Key Managerial Personnel
No. CFO CS Total
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 21.65 3.90 25.55
(b) Value of perquisites under Section 17(2) of the Income Tax Act,1961 0.03 - 0.03
(c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 - - -
2 Stock Option * 13.85 - 13.85
3 Sweat Equity - - -
4 Commission
- as % of profit - - -
- others, specify - - -
5 Others, please specify* - - -
Total 35.53 3.90 39.43
*The amount indicates perquisite value of stock options exercised during the year
Note:
1. Remuneration of CEO is not included above, since he is Joint Managing Director and details are already included in Section (A) above
2. Mr. Rajiv Balakrishnan ceased to hold office as Company Secretary and Compliance Officer effective March 2, 2018 and hence his remuneration is
disclosed only for the period of holding the office.
There were no material penalties/punishment/compounding of offences for the year ended March 31, 2018.
The biopharmaceutical industry therefore continues to remain an attractive business and is expected to enjoy long term growth. In the above
macroeconomic backdrop, the demand for healthcare continues to increase with the global population growing and ageing. Patients around the world,
empowered by access to new information about new treatments are demanding better care, especially in emerging markets. There continues to be a
significant global unmet need especially in the area of non-communicable diseases (NCDs) like cancer, cardiovascular, metabolic as well as respiratory
diseases, which have a disproportionate impact in low and middle income countries.
The healthcare industry is entering a period of significant change bringing opportunities and challenges. The bar for innovation continues to rise as
innovation must have demonstrable benefit to the healthcare system. Payers will continue to put scrutiny on prices and reimbursement, and will demand
demonstration of real life outcomes, coupled with more innovative pricing and contracting practices. Pharma companies are now expending significant
resources to demonstrate the economic as well as therapeutic value of their medicines. This is in line with the shift in the industry focus towards specialty
drugs, demand for which have steadily increased over the past years.
It is an exciting time from a science perspective. Technology is revolutionizing healthcare where advances in science and technology are causing
disruption. Government policy and regulation is being introduced to stimulate innovation and expand patient access to transformative medicine.
Promise of genomics is being realized while precision medicine and digital healthcare are helping transform healthcare delivery. Immuno-oncology
is transforming cancer treatments, greater emphasis on comparative efficacy is being sought by regulators, and proof of concept is increasingly being
used to improve R&D productivity.
The biologics market is growing rapidly with increased efforts in the past few years towards more personalized/ targeted treatments emerging. It is no
surprise that the top drugs by sales are now biologics that come with a higher price tag for patients and healthcare systems. Approval growth rates for
new biologics entities (NBEs) have outpaced new small molecule approvals in the last few years.
In recent years, concerns about escalating medicine costs have captured significant attention. Cost containment reforms and shifting market
dynamics are further constraining healthcare providers while difficult economic conditions burden patients who have out of pocket expenses relating
to their medicines. Therefore medicine spending growth appears to be slowing rather than driving upward, especially in the developed markets. The
causes of slowing growth are directly linked to payers’ concerns about budgets and to newly emerging mechanisms to adjudicate value and thus limit
the potential for out-of-control spending growth. While growth of the industry in the developed world have slowed down, emerging markets continue
to demonstrate strong growth.
The biopharmaceutical industry is trying to maximising social impact, ensuring the availability and reliability of high quality products to as many people
as possible. While companies are developing products that advance the standard of care of disease with significant unmet needs, they are also focusing
on increasing affordable access thereby helping meet obligations to all stakeholders including society as a whole.
Biosimilars development has accelerated as biologic therapies, the industry’s biggest growth driver of late, lack affordability and access to large sections
of the global population, especially in emerging markets. This is providing tailwinds for biosimilar development. The emergence of biosimilars has shown
to have had a sizable impact in lowering biopharmaceutical costs in Europe, and it is anticipated that such savings will be realized both in the U.S. and
elsewhere globally. This reduction in costs will increase overall product affordability and availability to patients.
Over the past two years, nine biosimilars (Table 2) have been approved by the FDA, including three for the anti-inflammatory drug infliximab, two for
adalimumab and one each for filgastrim, etanercept, trastuzumab and bevacizumab. The range of healthcare savings in the US from biosimilars is
projected to range from USD 24 bn up to USD 150 bn between 2018 and 2027.
R&D outsourcing continues to increase with Contract Research Organizations (CROs) providing support to the pharmaceutical, biotechnology and
related industries through outsourced research and development services that span drug discovery, preclinical research, clinical research, clinical
trial management, commercialization, and pharmacovigilance. They help companies in these sectors to address today’s complex drug development
challenges. Companies are increasingly engaging CROs to provide data-driven insights and help them overcoming today’s changing drug development
landscape. The global CRO market value is expected to exceed USD 32 bn in 2017 and reach USD 45 bn by 2022 (Grandview Research Report) and
expected to benefit integrated CROs (like our subsidiary Syngene) that are emerging as one-stop shops providing services from drug discovery,
development all the way to commercialisation to their clients.
Our vision is to enhance global healthcare through innovative and affordable biopharmaceuticals for patients, partners and healthcare systems across
the globe.
As an integrated, innovation-led biopharmaceutical company, we leverage the strength of our science and technology platforms and world-class GMP
compliant global scale manufacturing capabilities to develop complex small molecule APIs, generic formulations, biosimilars as well as novel biologics
for diabetes, cancer, autoimmune and other medical conditions, and offer these at price points that make them affordable and thus accessible to patients
globally. We also provide a one-stop service platform to global pharmaceutical and biotechnology companies through various service offerings to
increase R&D productivity and reduce time to market, thereby helping them navigate the complex drug development landscape.
Our business segments and choices therein involve a specialty play underpinned on complexity of development and vertical integration that we believe
give us differentiation and provide a competitive advantage.
COMPANY REVIEW
b) Biologics - Biosimilars (Insulins, MAbs & other Biologics) & Novel Biologics
Business Review
We have built an enduring edge in this segment by leveraging our strengths in manufacturing products that have a high degree of complexity in most
cases and using fermentation as the preferred route. Our portfolio comprises active pharmaceutical ingredients (API) as well generic formulations. The
API portfolio consists of various statins, immunosuppressants, and other products that are sold to third party customers who in turn formulate and sell
the finished dosages in global markets including the United States, Europe and large emerging markets. Our large scale, world-class manufacturing and
research capabilities and a proven track record of cGMP compliance have resulted in multi-year associations with our clients. We were among the early
movers in developing a portfolio of fermentation-derived statins, which gave us a leadership position in many of the molecules we manufacture. Over
the years, we have built capability to develop complex immunosuppressants and other speciality molecules, which has made us a preferred partner
for multiple global pharma companies. We have consistently met diverse regulatory requirements of various markets in order to enable our partners to
introduce formulations of our APIs.
The Company continues to work on developing newer APIs - both fermentation and chemical synthesis based which may have technical barriers for
entry, e.g. complexity in manufacturing, potent compounds or a mix of both. Over the past few years, we have been investing in diversifying this business
by getting into generic finished dosages. We have leveraged our strengths in fermentation technology and product characterization to become a
vertically integrated player in the niche space of difficult-to-make generic formulations.
As part of our generic formulations foray, we launched Rosuvastatin Calcium formulation in the US and select European markets in FY18. More launches
are scheduled in the next 2-3 years, which cumulatively should provide a decent growth opportunity to this segment. We also have commissioned our
oral solid dosage facility and are working towards getting necessary regulatory approvals.
We have been judicious in selecting our portfolio of generic formulations for development which is reflective of market pricing dynamics faced by
the industry in the US market; we continue to pursue select opportunities which meet our internal selection bar for complexity in manufacturing or
development and vertical integration.
Molecule Status
Rosuvastatin Calcium Launched – US & EU
Fingolimod Tentative Approval (US)
Simvastatin Acquired dossier
Performance of Small Molecules segment in FY18 - Small molecules is the largest segment for our Company contributing 35% of consolidated revenues
from operations in FY18 as compared to 40% in FY17. Revenues for FY18 were ` 15,007 mn, as compared to ` 16,330 mn in FY17. This segment faced
headwinds as a result of pricing pressure and channel consolidation faced by our clients in the US, impacting statin sales. Continued demand for
immunosuppressants helped offset some of the pressure on this segment. We anticipate this trend continue in the near future.
Despite the pressures, we were able to increase market share for some of our specialty APIs in key markets. Also, our API customers in key developed
markets received regulatory approvals while we made regulatory submissions for a few in key emerging markets, which augur well for the future.
During the year, Biocon's API manufacturing facility in Vishakhapatnam, Andhra Pradesh successfully completed a US FDA audit without any observations.
The successful audit of this facility reflects our strong commitment to cGMP compliance at our manufacturing facilities.
Our edge as one of the earliest players in the realm of biologics in India has enabled us to create a rich pipeline of novel and biosimilar assets aimed at
addressing local as well as global unmet medical needs associated with non-communicable diseases. We have a pipeline of disclosed and undisclosed
biosimilar molecules that includes human insulin/insulin analogues, monoclonal antibodies and other biologics apart from a pipeline of novel biologic
products. The therapeutic focus has been in developing molecules in the area of diabetes, oncology, and immunology. We have partnered our biosimilar
portfolio with global generic majors - Mylan and Sandoz to develop a portfolio for global markets. The Novel Molecules portfolio has both in-house as
well as partnered and in-licensed products also targeting the same therapeutic area as biosimilars.
Biosimilars
Biocon has one of the largest global biosimilars portfolios, spanning human insulin/insulin analogues, monoclonal antibodies and other biologics which
involve multiple commercial scale manufacturing platforms with capacities to support a global play.
Biocon has endured early challenges to be in an advantageous early mover position today. There was early identification by the Company that biosimilars
or follow-on biologics as they were referred at that time, would be the next big opportunity for us. The Company started work in this area without full
information on regulatory requirements and approval pathways. Along with our partners, we have invested several hundred million dollars in research
and development to develop our portfolio assets, and in creating commercial scale manufacturing capacities to address global volume requirements
across multiple manufacturing platforms.
Given the high risks in development of a biosimilar, we believe it was prudent to share risks by partnering when we first started global development with
Mylan. As costs and risks of development of biosimilars continue to remain high, we have continued to follow the collaboration model in the recently
announced global partnership with Sandoz. Sandoz, a division of Novartis, is a global leader in biosimilars with extensive experience in developing and
commercialising biosimilars globally. At the same time, we continues to work independent of these partnerships towards augmenting our portfolio with
more biosimilar candidates under development.
Sticking to our path of conviction has paid off well with Biocon at an advantageous early mover position as the global markets have begun to accept
biosimilars and the role they are expected to play in increasing access to high quality and yet affordable products and improve quality of life for patients
around the world. This is expected to help reduce financial burden on healthcare systems globally, allowing them to afford and hence expand access of
new advanced treatments to their patient populations, in line with the philosophy of our Company.
FY18 has been an eventful year for the Company. The major highlight of the fiscal was the US Food and Drug Administration's (FDA) approval in
December'17 for Ogivri™, a biosimilar Trastuzumab co-developed by Biocon and Mylan. It is the first biosimilar Trastuzumab and the first biosimilar
from Mylan and Biocon's joint portfolio to be approved in the US. It has earned Biocon the distinction of being the first company from India to secure
a biosimilar approval in the US. Ogivri™ was approved for all indications included in the label of the reference product, including for the treatment of
HER2-overexpressing breast cancer and metastatic stomach cancer.
This was followed by the European Commission and TGA, Australia approving our biosimilar Insulin Glargine in March’18. Our partner Mylan plans to
launch insulin glargine in Australia later in CY18 and across various markets in Europe in the second half of CY18. We also filed our generic glargine
application with the USFDA in September’17. The file is under active review.
In emerging markets, we received approval for biosimilar Trastuzumab in Brazil, through our partner Libbs Farmaceutica. This was the first biosimilar
Trastuzumab to be approved in Brazil, which is among the top three emerging markets globally for the key breast cancer drug. Our recombinant human
insulin was also approved by Brazil’s ANVISA under the biosimilar pathway, enabling participation in future government contracts. Additionally, Biocon
received regulatory approvals for its biosimilar Insulin Glargine in the key emerging markets of Russia and South Korea. Russia is amongst the top three
emerging markets for Glargine.
We launched our biosimilar Bevacizumab in India after receiving approval from the Indian drug regulator.
Clearly, FY18 was a landmark year in terms of regulatory achievement for the biosimilars business. These approvals are a key validation of our development,
regulatory and manufacturing capabilities in the complex area of biosimilars, which require stringent quality controls and advanced scientific capabilities.
While we enjoyed successes as described above, we encountered some temporary setbacks as well.
We had to withdraw and re-file our biosimilar Trastuzumab and Pegfilgrastim dossiers in the EU which pushed back approvals by a few quarters. Even
though this event is not expected to have a major impact in terms of expected revenue generation in the EU, it clearly was an unexpected event triggered
due to observations received by the Company on its sterile injectable fill-finish facility. The FDA also gave us the Complete Response Letter (CRL) for our
biosimilar Pegfilgrastim application for a similar reason. There were no specific scientific issues related to our biosimilar applications called out by EMA
or FDA, which clearly was the big positive coming out of these regulatory actions.
To address the issues related to the facility, the Company took a shutdown to carry out facility modifications along with addressing other observations
given by both the regulators as part of the Corrective Actions and Preventive Actions (CAPAs) schemes submitted to the respective regulator. We then
re-qualified the facility to resume normal operations in Q3 FY18. Subsequently, Trastuzumab and Pegfilgrastim dossiers were refiled and are under review
in the EU, and response to Pegfilgrastim CRL issued by the FDA was submitted. The facility shut-down did however impact the financial performance for
this segment given lost sales during the shutdown and re-qualification period in India and emerging markets.
Our Insulins manufacturing facilities in Bengaluru and Malaysia, underwent key audits that would enable regulatory approvals in few emerging markets,
going forward. The Malaysia facility received GMP approvals for Drug Substance and Drug Product from both the EMA and ANVISA. The Malaysia facility
was inspected by FDA, post which we received a few observations. The Company submitted the response to the observations in a timely manner. Our
Bengaluru site received GMP Certification for Insulin Glargine Drug Substance and Drug Product from NPRA, Malaysia and MFDS, South Korea.
On the clinical development front, we completed the global Phase I clinical study for our biosimilar Insulin Aspart program. A global Phase III trial for
biosimilar Bevacizumab is progressing well in various sites in the EU and India as first line treatment for patients with stage-IV non-squamous small cell
lung cancer.
Novel Molecules
Biocon’s novel biologics portfolio is comprised of therapeutics that aims at treating diabetes, oncology and auto-immune/inflammatory diseases. These
therapeutics span across a broad range of platforms including recombinant proteins, monoclonal antibodies (mAbs); novel fusion mAbs; and small
interfering RNA (SiRNA).
We are the pioneers in developing, manufacturing and launching a couple of novel biologics in India, including antibodies like BIOMAb-EGFR®, India’s
first indigenously produced novel monoclonal antibody for the treatment of head and neck cancer.
We also launched ALZUMAb™, the world’s first novel anti-CD6 monoclonal antibody, in India, for psoriasis. Biocon is the first global company to
biologically and clinically validate CD6 as a target for autoimmune diseases. In FY17, a bridging Phase I pharmacokinetic (PK) and safety study in normal
healthy volunteers was initiated in Australia to evaluate the pharmacokinetics of a sub-cutaneous route of administration of Itolizumab in comparison to
intravenous route for which, the Company has marketing approval in India. The asset is IND ready.
In the field of diabetes, Biocon’s lead program is Insulin Tregopil, a first-in-class oral prandial insulin molecule for post-prandial glycaemic control. It is
among the most advanced programs in the global oral insulin space and promises to transform diabetes management. A pivotal Phase II/III study in Type
2 diabetes patients in India was initiated in FY18 with dosing having commenced. Likewise, for Type 1 diabetes patient population, a multiple ascending
dose study is planned in FY19 in partnership with US based JDRF, a leading global organisation funding Type 1 diabetes (T1D) research and advocacy
worldwide. These combined studies in different diabetic populations will form the foundation of a broad global program envisioned for Insulin Tregopil.
QPI-1007, a novel SiRNA molecule to treat non-arteritic ischemic optic neuropathy (NAION), based on Quark Pharma’s SiRNA (small interfering RNA)
technology platform, is in-licensed for India and related markets. QPI – 1007 continues to make good progress following the initiation of pivotal global
Phase II/III studies by our partner Quark Pharma. The study which was initiated in FY17 in the US, includes patients randomized in India as well. Biocon is
the first biopharma organization in India to have forayed into the exciting space of SiRNA-based therapeutics.
In immuno-oncology, Biocon’s lead program FmAb2; is in pre-clinical development – a fusion protein of EFGR mAb and TGFß RII ECD. This fusion
antibody works on the concept of preferentially delivering immune modulators to tumour site, enhancing efficacy and delivering larger doses of TGFß
to the tumour micro-environment. IND filing for this molecule is planned for FY19 and is currently ready with Pharmacology and Mechanism of Action
(MoA) established in in-vitro and in-vivo tumour models. It provides us with a potentially broad clinical opportunity in multiple tumour types.
We also have a second generation humanized antibody targeting CD20 for which, the path to IND has been mapped out and we plan to advance this
asset in neuro-inflammatory diseases (for e.g. Multiple Sclerosis).
Biocon’s focus on innovation for global markets continues to be strengthened via increasing the depth and emphasis on our in-house research
capabilities – including access to novel IP, therapeutic modalities, in-vivo and in-vitro models, toxicology studies, early regulatory filings, academic
collaborations etc. In development, broader global advancement of our novel programs assets will likely be driven via external collaborations to further
fund the larger studies required to bring these to market and realize the full value of our innovations.
Performance of Biologics segment in FY18 – Overall, the segment revenues grew by 9% to ` 6,286 mn as compared to ` 5,793 mn in FY17. The growth
was led by insulin sales in Malaysia via the offtake agreement and higher sales in Mexico (government tender win by our partner). Antibodies product
revenues increased on account of increased offtake of products (Trastuzumab, Bevacizumab) by our partner for India and emerging markets. Growth
in insulins and antibodies was partially offset by decrease in licensing income. When adjusting for licensing income, product sales grew 28% over FY17.
Biocon's Branded Formulations business focuses on regional markets and is currently operational in India and the UAE. This business has focused on
specialty brands in critical therapies to build an enduring edge as a biologics-led healthcare company offering affordable and differentiated medicines
of world-class quality to thousands of patients in India and UAE. Beyond therapy, we support select products with patient friendly initiatives in disease
awareness, prevention and management. We also assist healthcare professionals and patients with the treatment of complex medical conditions. This,
along with our portfolio approach focused on chronic disease segments, has enabled us to build considerable brand equity for our differentiated
products in chronic therapy areas like diabetes, cancer, nephrology, immunology and other life threatening conditions.
Performance of Branded Formulations segment in FY18 - In FY18, Branded Formulations segment grew 11% from ` 5,489 mn to ` 6,115 mn, led by strong
growth in the UAE business. Performance in India was muted with low margins, dragging the overall profitability of the segment.
India - During the year under review, we launched KRABEVA®, a biosimilar Bevacizumab and our second oncology biosimilar launch in India. Developed
for the treatment of metastatic colorectal cancer and other types of lung, kidney, cervical, ovarian and brain cancers, it is an important addition to our
current Oncology portfolio in India. The initial feedback based on a few months of launch in India has been very encouraging. While this was a key
positive for the India business, the overall growth of the India business remained sluggish and performance impacted due to various challenges faced
by the business. Comprehensive Care, Market Access and Nephrology units showed meaningful growth over last year while the performance of other
business units remained more of less flat. Overall, we had to take price reductions in some of our products (both mandatory as well as market based) and
there was a temporary volume shortfall for certain biologic products due to the shutdown of our biologics facility in Q2/Q3 FY18. There was of course
GST related impact on the business in the first half which normalized towards the third quarter.
Biocon is one of the strongest companies in India in the Insulins space with Basalog® ranked as the number two Insulin Glargine brand in India, while
Insugen® retained its position among the Top 3 brands of Recombinant Human Insulin.
Our Oncotherapeutics portfolio continued to make a significant impact in the realm of cancer care in India. BIOMAb EGFR®, our novel biologic for head
and neck cancer, witnessed ~1,200 new enrolments in FY18. CANMAb™, our biosimilar Trastuzumab brand, has helped treat ~12,700 HER2-positive
metastatic breast cancer patients in India since its launch in 2014 (Source: IPSOS 2017). CANMAb™, which ranks as the No. 1 brand of Trastuzumab in
the country, garnered a value market share of 30% (Source: IMS TSA Feb'18).
Our novel biologic ALZUMAb™ (Itolizumab) has made psoriasis management easier for several hundred patients in India since its launch in 2013. In FY18,
we commenced a 40-patient, multi-center, pan-India study to identify potential biomarkers for treating subgroups of chronic plaque psoriasis patients
with ALZUMAb™.
UAE – Our UAE Branded business is supported by 35 brands and its sales are well diversified across a portfolio of products. The Top 10 brands contribute
48% of sales and grew 19% in FY18 as compared to FY17. Biocon brands are ranked in Top 3 in their respective therapy segments in the UAE market. Our
UAE business operates in Acute, Cardiovascular, Diabetes, Respiratory, and Gastrointestinal therapy segments in the local market.
During FY18, Biocon launched biosimilar Insulin Glargine in UAE under the brand name Glaricon™, which was our first biosimilar launch in the UAE
market. We also in-licensed two more innovator brands from Novartis, Imprida® (Amlodipine + Valsartan) & ImpridaHCT® (Amlodipine + Valsartan +
Hydrochlorothiazide), which will fortify our position in the UAE cardiovascular market, where we currently rank among the Top 10 companies. The UAE
business reported an overall strong revenue growth driven by metabolic portfolio comprising novel in-licensed products like Jalra® and Imprida® and
our brand of biosimilar Insulin Glargine, Glaricon™. Sales momentum of our other branded generic products also boosted revenue during the year.
&
Brands having value of more than ` 50 mn
Our listed subsidiary, Syngene International Limited, is India’s largest Contract Research Organization (CRO). Syngene started as India’s first CRO and has
over the years built an enduring edge as an end-to-end drug discovery and development services provider for novel molecular entities to the global life
sciences sector. It provides integrated discovery, development and manufacturing services for novel molecules across multiple platforms including small
molecules, large molecules, Antibody-Drug Conjugates and Oligonucleotides.
Syngene brings together a state-of-the-art infrastructure spread across 1.3 mn sq ft and a pool of over 3500 scientists, to help R&D focused organizations
achieve better R&D efficiency and reduce development time. Syngene provides a ‘plug-and-play’ business model that creates opportunities for increased
customer engagement and project expansion across the continuum. Syngene enhances a customer’s engagement choice to suit their specific business
requirements. While pharma and biopharma are the mainstay sectors, Syngene also caters to other industries like nutrition, agrochemicals, specialty
chemicals, and animal health.
Besides a number of multi-year contracts, Syngene has five long-duration, multi-disciplinary partnerships, each with a dedicated research centre, with
Bristol-Meyers Squibb Co. (BMS), Amgen Research and Development Center (SARC), Herbalife Nutrition Company, Baxter International Inc. (Baxter) and
GlaxoSmithKline (GSK).
During the year, Syngene added some of the world's top scientific organizations as strategic partners as well as expanded its collaboration with existing
ones.
Performance of Research Services segment in FY18 - During the year under review, Syngene’s revenues grew 20% to ` 13,889 mn driven by broad based
growth across three verticals. While Discovery Services and Development & Manufacturing Services recorded robust strong momentum, the Dedicated
Centres continued to be on a strong footing. Biologic services clocked in a strong performance during the year.
3. Strategic collaboration with GSK focusing on discovery services for new product development
4. Strategic collaboration involving a multi-year development and manufacturing relationship with Zoetis, a world leader in animal health
One of Syngene’s research facility in Bengaluru, which was damaged in a fire incident in December 2016, is expected to become operational during
the first quarter of FY19. The under construction API manufacturing facility at Mangalore is scheduled to go live in FY20. With a proven track record
and an effective combination of scientific talent, global accredited systems, advanced R&D infrastructure and continued investments in world-class
infrastructure and services, supported by strong intellectual property protection systems, Syngene remains well-positioned to benefit from the expected
growth in the CRO industry.
Operational Performance
Overview of the financial performance of the Company is given on the next page, which forms part of the MDA.
Resource Review
Employees
Employees remain the cornerstone of Biocon’s success. We believe that good employee culture translates individual performance into success for all
our shareholders.
In light of our steady growth and ambitious plans, attracting, grooming and retaining talent is of utmost importance. In pursuit of our belief that a healthy
workplace and engaged workforce translates individual performance into success for all stakeholders, we endeavour to create an enabling environment
in the Company.
A detailed discussion on human capital is provided in the Sustainability section of the Annual Report.
Intellectual Property
Value creation through IP (Intellectual Property), is one of the key strategic pillars of our business model based on innovation and differentiation.
In pursuing this path, we have continued to deliver on our promise of generating a competitive advantage and building potential for exponential and
enduring value. With approximately 1103 granted patents in various jurisdictions for novel molecules, small molecules and various related formulations
and processes. Biocon has 666 granted trademarks as on date in various jurisdictions and three registered designs in India.
The following table highlights the Consolidated Balance Sheet as on March 31, 2018 (FY18) and March 31, 2017 (FY17)
Non-current assets grew 9% primarily due to additions in tangible assets and capitalisation of product development expenses. Additions to tangible
assets primarily pertains to Research Services (Syngene), Malaysian facility, Generic Formulations and other manufacturing facilities.
We have an equity share capital that comprises of 600,000,000 equity shares having a face value of ` 5 each. During the year, the Company has allotted
400,000,000 equity shares of ` 5 each fully paid up as bonus shares in the ratio of 2:1 by capitalisation of securities premium account.
Other equity majorly comprises of share premium, treasury shares, retained earnings and other reserves. The total other equity of the Company increased
by 3% in FY18, due to profit accumulation during the year, net of bonus issue.
Non-controlling interests
The profit attributable to minority shareholders increased 24% in FY18, attributable to accumulation of profits of current year.
Non-current liabilities
Non-current liabilities reduced by 12%, primarily due to partial repayment of term-loan obtained by Biocon Sdn. Bhd., and reclassification of debt to be
repaid next fiscal year to current liabilities.
Working capital as at March 31, 2018 stood at ` 20,073 mn, down by 15% as compared to FY17 due to current maturities of term-loan to be repaid next
fiscal year.
The following table highlights key components of the Statement of Profit and Loss for the fiscal years ended March 31, 2018 (FY18) and March 31, 2017
(FY17)
During the year under review, revenues grew by 6% on a consolidated basis from ` 40,787 mn to ` 43,359 mn. The Small Molecules segment revenues
decreased 8%, as it continued to face headwinds arising from pricing pressure and channel consolidation in the US impacting the statins business.
The Biologics segment grew by 9% year on year primarily due to growth of insulins and Trastuzumab sales to emerging markets. Also, the Branded
Formulations segment showed a growth of 11% supported by strong sales in UAE. Contract Research segment (Syngene) turnover of grew 20% driven
by dedicated centers and biologics.
The total revenue composition for FY18 and FY17 is detailed below:
Table 3
FY18 FY17 FY18 FY17
Particulars
(` mn) (` mn) (%) (%)
Small Molecules 15,007 16,330 35 40
Biologics 6,286 5,793 14 14
Branded Formulations 6,115 5,489 14 13
Research Services 13,889 11,604 32 28
Revenue from operations 41,297 39,216
Other income 2,062 1,571 5 4
Total revenue 43,359 40,787
The material costs comprised of raw materials, packing materials, traded goods and change in inventories. In FY18, material costs, as a percentage of
revenue from operations ex-licensing, increased by 1% as compared to FY17.
• Amortisation of employees stock compensation expenses and welfare expenses (including employee insurance schemes)
These expenses increased 25% in FY18, driven majorly by increased employee strength, annual increments and inclusion of employee benefit expenses #
The net R&D expenditure for FY18 decreased 19% to ` 2,158 mn (` 2,662 mn in FY17). These spends were ~8% of revenue ex-Syngene as compared to
~10% in the previous year. We capitalized ` 1,646 mn, taking gross R&D spend to ` 3,804 mn for the year compared to ` 4,019 mn in FY17. The gross R&D
spend reduced due of lower spend in our biosimilar development programs whereas the expenditure related to in-house novel programs increased in
FY18.
During this fiscal, depreciation and amortization increased 39% to ` 3,851 mn from ` 2,772 mn in FY17. Malaysia facility was capitalised towards the end
of FY17, which resulted in additional depreciation for the current year.
Finance Costs
The finance cost for FY18 is ` 615 mn, which represents interest cost on borrowings for Malaysia facility and working capital requirements in Research
Services. The interest cost related to the Malaysian facility borrowings was capitalised until FY17.
Tax Expenses
Tax expenses for the fiscal stood at ` 1,569 mn in comparison to ` 1,538 mn in FY17. The increase in effective tax rate in FY18 is primarily due to reduction
in tax benefits on scientific research expenditure pursuant to change in tax laws in India and higher losses in overseas subsidiaries as compared to the
previous year.
The Exceptional items during the previous year (FY17) comprised the following:
During the year ended March 31, 2017, Biocon SA (“BSA”) and Biocon Sdn. Bhd. (“Biocon Malaysia”) had entered into an Assignment and License
Agreement pursuant to which BSA transferred all of its rights, interests and obligations in Insulin Analogs (IPR) to Biocon Malaysia. Consequent to this
transfer BSA recorded a net gain in its standalone books which was offered to tax under the Swiss tax laws. The above restructuring did not have any
impact on consolidated financial statements, except for a tax cost of ` 78 mn representing the tax payable by BSA locally which had been included within
income tax expenses for the year ended March 31, 2017.
Other comprehensive income includes re-measurement gains/losses on defined benefit plans, gain/losses on hedging instruments designated as cash
flow hedges and exchange differences on translation of foreign operations. The decrease is primarily due to lower gains on hedging instruments in FY18
as compared to the previous year.
Risk is a potential event or non-event, the occurrence or non-occurrence of which, can adversely affect the objectives or strategy of the Company or
result in opportunities being missed.
Process
Risk Assessment
Risk Mitigation
Structure
The risk management process at Biocon consists of the following three steps:
• Risk assessment
• Risk mitigation
An effective risk management process entails these three steps being aligned with regular operations of the enterprise to ensure relevant and timely
reporting and action on all risks which the organization faces. In the process of risk assessment, the risks which the organization faces from time to time
gets identified and prioritized.
Risk mitigation is the process of initiating responsive action for managing the key risks which the organisation faces and restricting them at a tolerable
level. The entire process can be broken down into “4 T”:
1. Treat (Mitigation)
2. Terminate
3. Transfer
4. Take (Acceptance)
The risk monitoring and reporting process is aimed at assuring the management that risks have been adequately identified and prioritised and significant
risks are well managed. The Audit & Risk Committee reviews the critical risks, gross exposure, mitigation action status and their net exposure on a
periodic basis.
The global pharma industry bears a striking resemblance with the financial services industry of a decade ago. The industry landscape is affected by
product safety and quality issues, intellectual property tangles, inappropriate marketing practices and corruption thereby leading to penalties, product
recalls, brand loss and revenue loss. The regulatory landscape of the international pharma industry is complex and dynamic. The primary industry driver
is patient health and safety even as regulatory approach to patient protection can vary from market to market. Besides rapid change, increased scrutiny,
sophisticated risk-monitoring techniques and coordination across agencies and regions also impact the industry landscape. In such a context, it is
imperative to respond with a holistic risk mitigation framework.
The Company has carved a niche on the back of its steadfastness in conducting business in accordance with all applicable statutory laws and regulations,
and pursuing its core organizational values. Our established risk management framework addresses strategic, operational, legal, political, and financial
and compliance risks that are inherent to the pharma business and impact our strategic goals. Risk management, coupled with a robust internal control
framework, helps the Company to emphasize qualitative consistency, employee safety and long-term sustainability.
The global pharma business is marked by a variety of risks. Pharmaceutical companies struggle to globally enforce IP protection, particularly in
some emerging markets. Enhanced regulatory scrutiny is set against a backdrop of increasing patient advocacy, social media and affiliate marketing
programmes. The digitisation and proliferation of electronic medical records, networked medical devices, mobile health applications, cloud-based
technologies and data-sharing among industry stakeholders have increased the complexity in managing information assets, particularly protected /
patient health information and intellectual property. The success of new products in the global pharmaceutical industry will more than offset global
pricing pressures, supporting an outlook change from stable to positive for the industry.
Although the comprehensive eradication of risks associated with our business of the Company is unfeasible, constant efforts are made to analyse their
potential impact, assess the changes to risk environment and define actions to mitigate their adverse impact. The Company has implemented a precise
methodology entailing the timely identification, analysis and assessment of risks and their potential consequences, formulation of specific mitigation
strategies and seamless execution. An enterprise-wide risk evaluation and validation process is conducted regularly and reviewed by the Audit & Risk
Committee and Board of Directors.
In addition to the above, the key risks relating to our current operations, which we believe could cause our actual results to differ materially from
expected and historical results include human capital risk such as loss of key personnel, timely non-replenishment of critical vacant roles with the apt
skillset, concentration or reliance on third party sole suppliers or service providers including regional supplier reliance, risk of our R&D programs failing
or not getting completed on a timely basis, risk of non-adherence to good manufacturing practices on an ongoing basis, risk arising out of strategic
co-development arrangements with a partner, disruption of operations or loss of information from natural disasters, risk arising out of strategic projects
where significant investments are made, foreign exchange fluctuations, changing global political and regulatory landscape, continued adherence to
environment and safety related requirements, critical information loss, losses due to treasury activities, failure to report accurate financial information in
compliance with accounting standards and applicable legislation, change in Company strategy etc.
Internal Controls
The Company is responsible for establishing and maintaining adequate and effective internal controls and the preparation and presentation of the
financial statements, including assertions on the internal financial controls in accordance with a broad criteria that it has set for itself.
A robust, comprehensive internal control system is a prerequisite for an organisation to function ethically and in commensuration with its abilities and
objectives. We have established a strong internal control system for the Company, which is comprised of policies, guidelines and procedures adopted by
the Company to ensure the orderly and efficient business conduct, including adherence to policies, asset safeguarding, fraud cum error prevention and
detection, accounting records accuracy and completeness, and the timely preparation and presentation of reliable financial information.
This internal control system is aimed at providing assurance of our operational effectiveness and efficiency, compliance with laws and regulations, asset
safeguarding and reliability of financial and management reporting.
The Company is staffed by experienced qualified professionals who play an important role in designing, implementing, maintaining and monitoring the
internal control environment.
An independent firm of Chartered Accountants performs periodic internal audits to provide a reasonable assurance of internal control effectiveness and
advise the Company on industry-wide best practices. The Audit & Risk Committee, consisting of Independent Directors, reviews important issues raised
by the internal and statutory auditors on a regular basis and status of rectification measures to ensure that risks are mitigated appropriately on a timely
basis.
Outlook
Fiscal year 2017-18 witnessed significant progress of our global biosimilar pipeline with of our first US and EU biosimilar approvals coming through along
with approvals in key emerging markets. We also expanded our biosimilar portfolio with a new collaboration with Sandoz. Syngene returned to growth,
extended its BMS contract, added GSK to its list of marquee clients and continued to make investments to expand its capacities and service offerings.
Prospects for fiscal 2018-19 look exciting with growth in the Biologics segment led by emerging markets expected to take off and Syngene continuing
to deliver. While market dynamics for Small Molecules and India Branded Formulations remain challenging, we expect the segment to recover from the
pressures faced in the year under review.
Biocon also believes that sound corporate governance is critical to enhance and retain investor trust. Hence Biocon’s business policies are based on
ethical conduct, health, safety and a commitment to building long term sustainable relationships with relevant stakeholders. The Company continues
to strengthen its governance principles to generate long term value for its stakeholders on sustainable basis thus ensuring ethical and responsible
leadership both at the Board and Management levels.
At Biocon, we also consider it as our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as
well as the leadership and governance of the Company. All Bioconites are committed to a balanced corporate governance system which provides the
framework for attaining the Company’s objectives encompassing practically every sphere of management from action plans and internal controls to
corporate disclosures.
Your Company is not only in compliance with the requirements stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
(“SEBI LODR”) with regard to corporate governance but is also committed to sound corporate governance principles and practice and constantly strives
to adopt emerging best corporate governance practises being followed worldwide.
A report on compliance with corporate governance principles as prescribed under SEBI LODR is given below.
As on March 31, 2018 the Board of Directors has ten members. Ms. Kiran Mazumdar-Shaw is the Chairperson & Managing Director of your Company.
The other Executive Member of the Board as at March 31, 2018, is Dr. Arun S Chandavarkar, Chief Executive Officer & Joint Managing Director.
Prof Ravi Mazumdar is a Non-Executive Non-Independent Director. During the year under consideration, Mr. John Shaw had requested to be relieved
from the position of Whole-Time Director of the Company effective June 30, 2017 and continue to be a Non-Executive Director of the Company. The
Board of Directors at its meeting held on July 27, 2017 approved the request and passed a resolution to that effect. The remaining Directors on the Board
of your Company comprises six Independent Directors as on March 31, 2018 and are renowned professionals drawn from diverse fields, possessing
requisite qualifications and experience in general corporate management, finance, banking, insurance, economics, science, technology and other allied
fields which enable them to contribute effectively to your Company and enhance the quality of Board’s decision making process.
The Company’s day-to-day affairs are managed by competent management team under the overall supervision of the Board. The Board is committed
to representing the long term interest of the stakeholders and in providing effective governance over the Company’s affairs and exercise reasonable
business judgement on the affairs of the Company.
The Directors are elected based on their qualifications and experience in varied fields. At the time of induction of a Director, a formal invitation to join
the Board is sent out and a Directors' handbook comprising a compendium of the role, powers and duties to be performed is given to the new Director.
The Independent Directors annually provide a Certificate of Independence in accordance with the applicable laws which is taken on record by the Board.
All Board members are encouraged to meet and interact with the management. Board members are invited at key meetings of strategic guidance and advice.
The Board of your Company comprises of ten Directors as on March 31, 2018. The names and categories of Directors, the number of Directorships
and Committee positions held by them are given below. None of the Directors is a Director in more than 10 public limited companies (as specified in
Section 165 of the Companies Act, 2013 (“the Act”)) or act as an Independent Director in more than 7 listed companies or 3 listed companies in case he/
she serves as a Whole-Time Director in any listed company (as specified in Regulation 25 of SEBI LODR). Further, none of the Directors on the Board is a
member of more than 10 committees and chairman of more than 5 committees (as specified in Regulation 26 of SEBI LODR), across all the Indian public
limited companies in which he/she is a Director.
Name of the Director Category Directors' Total Number of Directorships, Committee Chairmanships
Identification Number and Memberships of public limited companies*,
as on March 31, 2018
Directorships$ Committee Committee
Chairmanships^ Memberships^
Ms Kiran Mazumdar-Shaw# Promoter & Executive 00347229 8 - 3
Mr. John Shaw# Promoter & Non-Executive 00347250 4 - 2
Dr. Arun S Chandavarkar Executive 01596180 4 - 2
Prof. Ravi Mazumdar# Promoter & Non-Executive 00109213 1 - 1
Mr. Russell Walls Independent 03528496 3 1 4
Ms. Mary Harney Independent 05321964 1 - -
Mr. Daniel M. Bradbury Independent 06599933 1 1 2
Dr. Vijay K Kuchroo Independent 07071727 2 - -
Dr. Jeremy M Levin Independent 07071720 1 - 1
Mr. M Damodaran Independent 02106990 5 3 8
*Excludes private limited companies, foreign companies, companies registered under Section 8 of the Act and Government Bodies
$ Includes Additional Directorships and Directorship in Biocon Limited
^ Committees considered as Audit Committee and Stakeholders Relationship Committee, including that of Biocon Limited
# Ms. Kiran Mazumdar-Shaw, Chairperson & Managing Director is the spouse of Mr. John Shaw, Vice Chairman and Non-Executive Director and sister
of Prof. Ravi Mazumdar, Non-Executive Director
B. Board Procedure
Detailed agenda is sent to each Director at least 7 days in advance of Board and Committee meetings. All material information is incorporated in the
agenda along with supporting documents and relevant presentations. Where it is not practicable to attach any document to the agenda, the same is
tabled at the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s)
on the agenda are permitted. To enable the Board to discharge its responsibilities effectively, the Chairperson presents during each Board meeting, the
overall performance of the Company.
The Board reviews strategy and business plans, annual operating plans and capital expenditure budgets, investment and exposure limits, compliance
reports of all laws applicable to the Company, as well as steps taken by the Company to rectify instances of non-compliances, if any. The Board also
reviews major legal issues, minutes of meeting of various Committees of the Board and subsidiary companies, significant transactions and arrangements
entered into by the subsidiary companies, adoption of financial results, transaction pertaining to purchase or disposal of properties, major accounting
provisions and write-offs, corporate restructuring details of any joint ventures or collaboration agreement, material default in financial obligations, if any,
fatal or serious accidents, any material effluent or pollution problems, transactions that involve substantial payment towards goodwill, brand equity or
intellectual property, any issue that involves possible public product liability, claims of substantial quarterly details of foreign exchange exposures and
the steps taken by the management to limit the risks of adverse exchange rate movement and information on recruitment of Senior Officer just below
the Board level of Key Management Personnel.
The Company Secretary records minutes of the proceedings of each Board and Committee meetings. Draft minutes are circulated to Board /Committee
members within 15 days from the meeting for their comments. Directors communicate their comments (if any) in writing on the draft minutes within
seven days from the date of circulation. The Minutes are entered in the Minute Books within 30 days from the conclusion of the meeting and signed by
the Chairperson at the subsequent meeting.
The guidelines for Board and Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the
Board and Committees thereof. Important decisions taken at Board/Committee meetings are promptly communicated to the concerned departments/
divisions. Action taken Report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Committee for noting.
Apart from Board members and the Company Secretary, the Board and Committee meetings are also attended by the Chief Financial Officer and
wherever required by the heads of various corporate functions.
C. Number of Board meetings, attendance of the Directors at meetings of the Board and the Annual General Meeting (“AGM”)
During the year April 01, 2017 to March 31, 2018, five Board meetings were held on the following dates – April 27, 2017, July 27, 2017, August 21, 2017,
October 26, 2017 and January 24, 2018. The Board met at least once in every calendar quarter and the gap between two meetings did not exceed
one hundred and twenty days. These meetings were well attended. The 39th AGM of the Company was held on July 28, 2017.
The details of Company’s shares held by Non-Executive Directors as on March 31, 2018 are as below:
Directors No. of shares held as on March 31, 2018
Mr. John Shaw 4,222,674
Prof. Ravi Mazumdar* 2,295,042
Mr. Russell Walls NIL
Ms. Mary Harney NIL
Mr. Daniel M Bradbury NIL
Dr. Vijay K. Kuchroo NIL
Dr. Jeremy M Levin NIL
Mr. M Damodaran NIL
*Joint holding with spouse
The Independent Directors of your Company met once during the year on April 27, 2017 without the presence of Non-Independent Directors and
members of the management. The meeting was conducted in an informal and flexible manner to enable the Independent Directors to inter alia, discuss
matters pertaining to review of performance of Non Independent Directors and the Board as a whole, review the performance of the Chairperson of
the Company after taking into account the views of the Executive and Non-Executive Directors, asses the quality, quantity and timeliness of flow of
information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
During the year, the Independent Directors were apprised at frequent intervals on the industry trends, business model and the overview of the Company
and its operations by the senior management team. Further, various business unit heads made presentations to the Independent Directors at periodic
intervals on the performance and future strategy of their respective business units. The Independent Directors were also regularly apprised of all
regulatory and policy changes including their roles, rights and responsibilities. Presentations on Internal Control over Financial Reporting, Operational
Control over Financial Reporting, Prevention of Insider Trading Regulations, SEBI LODR, framework for Related Party Transactions, etc. were made to the
Board members during the year.
The Company’s familiarisation policy and the details of programmes attended and hours spent by the Independent Directors during the financial year
2017-18 is available in Company’s website https://www.biocon.com/biocon_invrelation_cor_keygovernance.asp?subLink=gover.
The powers, role and terms of reference of the Audit and Risk Committee are in line with the provisions of Section 177 of the Act and Part C of the
Schedule II of the LODR. The Audit and Risk Committee discharges such duties and functions generally indicated under Regulation 18 of SEBI LODR,
Companies Act, 2013 and such other functions as may be specifically assigned to it by the Board from time to time.
The Company has put in place an enterprise wide Risk Management Framework which is overseen by the Audit and Risk Committee. This holistic
approach provides the assurance that, to the best of its capabilities, the Company and all its business units identify, assess and mitigate risks that could
materially impact its performance in achieving the stated objectives. The Committee ensures that the Company is taking appropriate measures to
achieve the prudent balance between risk and reward in both ongoing and new business activities, reviews strategic decisions of the Company and on
regular basis reviews the Company’s portfolio of risks considering it against the Company’s risk appetite. The Committee also recommends changes as
appropriate to the risk management technique and/or associated frameworks, processes and practices of the Company.
II. Composition
4. Mr. M Damodaran
All members of the Committee are Independent Directors. The Committee members possess sound knowledge of accounts, finance, audit, governance
and legal matters.
Senior staff from Accounts/Finance Department and representatives of Statutory and Internal Auditors attend all Audit and Risk Committee meetings.
Mr. Rajiv Balakrishnan was the Company Secretary of the Company and was acting as Secretary to the Committee up to March 2, 2018. The Chairman
of the Audit and Risk Committee, Mr. Russell Walls was present at the last Annual General Meeting held on July 28, 2017.
During the year, four meetings of the Audit & Risk Committee were held. The dates of the meetings are April 27, 2017, July 27, 2017, October 26, 2017
and January 24, 2018.
The terms of reference of the Stakeholders' Relationship Committee are in line with the provisions of Section 178 of the Act and Part D of the Schedule II
of the SEBI LODR.
The Stakeholders’ Relationship Committee is primarily responsible for redressal of Shareholders’ / Investors’ / Security holders' grievances including
complaints related to transfer of shares, non-receipt of declared dividends, annual reports etc.
II. Composition
All the members of the Committee are Non-Executive Directors and majority are independent. Mr. Rajiv Balakrishnan, was the Company Secretary & Compliance
Officer up to March 2, 2018. Effective March 3, 2018, Mr. Akhilesh Nand, Head Legal, has been appointed as the Compliance Officer of the Company.
During the year, the Committee met 4 times on April 27, 2017, July 27, 2017, October 26, 2017 and January 24, 2018.
Members No. of meetings
Held Attended
Mr. Daniel M Bradbury 4 3
Mr. Russell Walls 4 4
Prof. Ravi Mazumdar 4 4
During the year, 364 complaints were received and resolved to the satisfaction of the investors. As on March 31, 2018 there are no outstanding complaints
from the investors. The quarterly statement on investor complaint received and disposed of are filed with stock exchanges within 21 days from the end
of each quarter and the statement filed is also placed before the subsequent meeting of Board of Directors.
The terms of reference of the Committee are in line with the provisions of Section 135 of the Companies Act, 2013 (Act).
The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating, monitoring and implementing
a framework in line with the Corporate Social Responsibility policy of the Company.
II. Composition
All members of the Committee are Non-Executive Directors and majority are Independent.
The terms of reference of the Nomination and Remuneration Committee are in line with the provisions of Section 178 of the Act and Part D of Schedule II
of SEBI LODR.
The Nomination and Remuneration Committee has been vested with the authority to, inter alia, recommend nominations for Board membership,
develop and recommend policies with respect to composition of the Board commensurate with the size, nature of the business and operations of the
Company, establish criteria for selection of Board Members with respect to competencies, qualifications, experience, track record, integrity, devise
appropriate succession plans and determine overall compensation policies of the Company.
The scope of the Committee also includes review of the market practises and decide on remuneration packages to the Executive Director(s), lay down
performance parameters for the Chairperson & Managing Director, the Executive Director(s), Senior Management, Key Managerial Personnel etc., and
review the same.
In addition to the above, the Committee’s role includes identifying persons who may be appointed in senior management in accordance with the criteria
laid down recommending to the Board their appointment and removal.
The Committee also formulates the criteria for determining qualifications, positive attributes and independence of a Director and recommends to the
Board periodically, policies relating to the remuneration of the Directors, Key Managerial Personnel and other Employees.
The Committee also carries out a separate exercise to evaluate the performance of individual Directors. Feedback is sought by way of structured
questionnaires covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governances. Performance evaluation is carried out based on the responses received from
the Directors.
The performance evaluation of Independent Directors is based on various criteria including experience and expertise, independent judgement, ethics
and values, adherence to the corporate governance norms, interpersonal relationships, attendance and contribution at meetings etc.
II. Composition
Majority of the members of the Committee are Non-Executive Directors and half of the committee composition consist of Independent Directors.
The Committee met four times during the year, on April 27, 2017, July 27, 2017, October 26, 2017 and January 24, 2018. The attendance at the meetings
is as under:
Your Company has a well-defined policy for remuneration of the Directors, Key Management Personnel and other Employees. The policy is furnished
as Annexure 4 to the Board’s Report.
The elements of remuneration package of the Executive Directors include fixed and variable salary, performance bonus, contribution to provident fund,
superannuation, gratuity, perquisites and allowance, reimbursement of expenses etc., as applicable to the employees of the Company. The Executive
Directors are the employees of the Company and are subject to service conditions as per the Company policy, which is three months’ notice period, or
such period as mutually agreed upon. There is no provision for payment of severance fees to Executive/ Non-Executive Directors. Independent Directors
are paid remuneration in the form of commission apart from the sitting fees and are not subject to any notice period and severance fees.
Pursuant to approval granted by the Shareholders of the Company at the 35th AGM held on July 26, 2013, the Independent Directors are paid commission
up to a maximum of 1 % of the net profits of the Company for each financial year, as computed in the manner laid down in the Act.
Subject to the above limits, the Independent Directors are eligible for commission as outlined below for participation in various meetings and meeting
the various performance parameters/criteria including but not restricted to participation and contribution by a Director, commitment, guidance provided
to the senior management outside of Board/Committee meetings, effective deployment of knowledge and expertise, effective management of the
relationship with various stakeholders, independence of behaviour and judgement etc., as set out by the Nomination and Remuneration Committee.
Besides the above commission, Foreign Independent Directors are paid travel allowance of USD 4,000 in case of travel from United States and USD 3,000
in case of travel from any other country for attending the meetings. The Non-Executive Directors are paid a consolidated sitting fee of ` 100,000 for
attending the Board and Committee meetings. The Company also reimburses the out of pocket expenses incurred by the Directors for attending the
meetings.
The Non-Executive Directors bring with them significant professional expertise and rich experience across a wide spectrum of functional areas such
as marketing, technology, corporate strategy, legal, finance and other corporate functions. The Company seeks their expert advice on various matters
in science & technology, legal and governance matters. There were no pecuniary relationship or transactions of Non-Executive Directors vis-à-vis the
Company during financial year 2017-18.
The Shareholders at their 37th AGM held on July 24, 2015 appointed Ms. Kiran Mazumdar-Shaw as the Chairperson & Managing Director for a period of
five years effective April 01, 2015 on certain terms and conditions including her remuneration subject to a limit of 5% of net profits of the Company as
calculated pursuant to Section 198 of the Companies Act, 2013. The remuneration includes fixed and variable salary, performance bonus, contribution to
provident fund, superannuation, gratuity, perquisites and allowances, reimbursement of expenses etc., as applicable to the employees of the Company.
The Shareholders at their 35th AGM held on July 25, 2013 approved the increase in remuneration of Mr. John Shaw, which was up to 5% of net profits of the
company or such remunerations as may be recommended by Nomination and Remuneration Committee from time to time which shall not be more than
5% of the profits of the Company as calculated pursuant to Section 198 of the Act. During the year under consideration, Mr. John Shaw had requested to be
relieved from the position of Whole-Time Director of the Company effective June 30, 2017 and continue to be a Non-Executive Director of the Company.
The Board of Directors at its meeting held on July 27, 2017 approved the request and passed a resolution to that effect. Hence, he received the remuneration
during the year 2017-18 up to June 30, 2017. He continues to serve as the Vice-Chairman of the Board of Directors of your Company.
Dr. Arun S Chandavarkar was appointed as the CEO & Joint Managing Director for a period of five years effective April 24, 2014, by the Shareholders at
their 36th AGM on certain terms and conditions including his salary comprising of fixed and variable salary, performance bonus, contribution to provident
fund, superannuation, gratuity, perquisites and allowances, reimbursement of expenses etc., as applicable to the employees of the Company.
The details of remuneration paid to each of the Directors during the year ended March 31, 2018 are given below:
` in Million
Dr. Arun S Chandavarkar was granted 76,500 Restricted Stock Units (RSUs) of Company's subsidiary, Syngene International Limited in April 2015 at nil
exercise price which doesn’t form part of his remuneration shown above. RSUs shall vest over a period of 4 years from the date of grant. During the year
2017-18, 15,300 RSUs were exercised by Dr. Arun S Chandavarkar.
No options under the Company’s ESOP plan were granted to Executive / Non-Executive Directors during the financial year.
The date, time and location of Annual General Meetings held during the last three years and the special resolutions passed thereat are as follows:
During the financial year ended March 31, 2018 two postal ballots were held:
» 1 Ordinary Resolution
» 1 Special Resolution
» 1 Special Resolution
Mr. M. Damodaran, Company Secretary in practice, and partner of M. Damodaran & Associates, Chennai, (Membership No. F5837 and Certificate of
Practice No. 5081) was appointed as scrutinizer to conduct the postal ballot process in both the cases.
In compliance with the provisions of Sections 108 and 110 of the Act, read with appropriate Rules, the Company provides electronic voting (e-voting)
facility to all its members. The Company engages the services of Karvy Computershare Private Limited (KARVY) for the purpose of providing e-voting
facility to all its members. The members have the option to vote either by physical ballot or through e-voting. The Company dispatches the postal ballot
notices and forms along with postage prepaid business reply envelopes to its members in electronic form to the email addresses registered with their
depository participants and to their registered addresses (in case of physical shareholding). The Company also publishes a notice in the newspaper
declaring the details of completion of dispatch and other requirements as mandated under the Act and applicable Rules.
Voting rights are reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off date. Members desiring to
exercise their votes by physical postal ballot forms are requested to return the forms, duly completed and signed, to the scrutinizer on or before the
close of the voting period. Members desiring to exercise their votes by electronic mode are requested to vote before close of business hours on the last
date of e-voting.
The scrutinizer submits his report to the Chairperson, after the completion of scrutiny and the consolidated results of the voting by the postal ballot
are then announced by the Chairperson/any Director of the Company/Company Secretary. The results are also displayed on the Company website,
www.biocon.com, besides being communicated to the stock exchanges, depository and registrar and share transfer agent. The date of declaration of
postal ballot shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.
B. Means of communication
I. Quarterly results
The quarterly financial results are published in Financial Express and Vijayavani (Kannada edition) and are also displayed on Company’s website
www.biocon.com.
Official news/Press releases are sent to the stock exchanges and are displayed on the Company’s website www.biocon.com
Presentations are made to institutional investors and financial analysts on quarterly financial results of the Company. These presentations are also
uploaded on the Company’s website www.biocon.com and are sent to stock exchanges. The schedule of meetings with institutional investors/financial
analysts are intimated in advance to the stock exchanges and disclosed on Company’s website.
IV. Website
The Company’s website www.biocon.com contains a separate and dedicated section “Investors” where Shareholder information is available.
The information such as press releases, notice of the Board meeting, revision in credit rating, clippings of newspaper publications etc., are uploaded on
the website. The Company’s Annual Report is also uploaded on the website in a user-friendly and downloadable form.
NEAPS is a web based application designed by NSE for Corporates. All periodical compliance filings like shareholding pattern, corporate governance
report, media releases are electronically filed on NEAPS.
BSE’s Listing Centre is a web based application designed for Corporates. All periodical compliance filings like shareholding pattern, corporate governance
report, media releases are electronically filed on the Listing Centre.
The investor complaints are processed in a centralized web-based complaints redressal system. Centralised database of all complaints received, online
upload of the Action Taken Reports (ATRs) by the Company and online viewing by investors of actions taken on the complaint and its current status are
updated/resolved electronically in the SEBI SCORES system.
The Company is registered in the State of Karnataka, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate
Affairs (MCA) is L24234KA1978PLC003417.
BSE Limited
PJ Towers, Dalal Street, Mumbai- 400 001
Stock Code/Symbol NSE - BIOCON | BSE - 532523
International Securities Identification Number INE376G01013
Payment of Annual listing fees to stock exchanges Paid
I. Market Price data during FY 2017-18
The monthly high/low closing prices and volume of shares of the Company from April 1, 2017 to March 31, 2018 are given below
The chart below shows performance of the Company’s share price in comparison to broad based indices such as BSE Sensex and NSE Nifty.
The Biocon Management cautions that the stock movement shown in the graph below should not be considered indicative of potential future stock
price performance.
Biocon & BSE Sensex share price movement from April 01, 2017 to March 31, 2018.
180
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Note: The shares traded during the period April 1, 2017 to June 14, 2017 have been indexed to post bonus share issue quantum.
Biocon & NSE Nifty share price movement from April 01, 2017 to March 31, 2018
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100
80
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20
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Note: The shares traded during the period April 1, 2017 to June 14, 2017 have been indexed to post bonus share issue quantum
Share transfers are processed and share certificates duly endorsed are returned within a period of fifteen days from the date of receipt, subject to
documents being valid and complete in all respects. The Stakeholders Relationship Committee has delegated authority for approving transfer,
transmission etc., of the Company’s securities to the Share Transfer Committee consisting of Kiran Mazumdar-Shaw, Chairperson & Managing Director
and Mr. John Shaw, Vice Chairman & Non-Executive Director of the Company. A summary of transfer/transmission of securities of the Company so
approved by the Share Transfer Committee is placed at every Stakeholders Relationship Committee meeting. The Company obtains from a Company
Secretary in Practice half-yearly Certificate of Compliance with the share transfer formalities as required under SEBI LODR and files a copy of the said
certificate with the stock exchanges.
99.77% of the equity shares of the Company are in electronic form as on March 31, 2018. Trading in equity shares of the Company is permitted only in
dematerialized form. The Company’s equity shares are actively traded on both National Stock Exchange (NSE) and BSE Limited (BSE). The average daily
turnover for the financial year 2017-18 is given below:
The Company has not issued any ADRs/GDRs/Warrants or any convertible instruments
VIII. Commodity Price risk or foreign exchange risk and hedging activities
The input pricing risk is managed through appropriate long term rate contracts and constant evaluation of alternate support sources for key raw
materials, Company has an approved Foreign Exchange Risk Management Policy and accordingly, during the year ended March 31, 2018, the Company
has managed foreign exchange risk and hedged to the extent considered necessary. The details of foreign currency exposure and hedging are disclosed
in Notes to Standalone Financial Statements.
1 2 3 4
20th KM, Hosur Road, Electronic Biocon Park, Plot No. 2, 3, 4 & 5, Plot 213-215, IDA Phase -II, Plot No. 2, J.N. Pharma
City PO, Bengaluru- 560 100 Bommasandra- Jigani Link Road, Pashamylaram, Medak District City, IDA, Parvada,
Bengaluru- 560 099 -502307, Andhra Pradesh, India Vishakapatnam – 531021
X. Address for correspondence
Financial Disclosure Media & Corporate Communications
Mr. Siddharth Mittal Ms. Seema Ahuja
President - Finance & Chief Financial Officer Head - Corporate Communications
Tel: 91 80 - 2808 2808 Tel: 91 80- 2808 2808
E-mail id: siddharth.mittal@biocon.com E-mail id: seema.ahuja@biocon.com
Investor Relations (Institutional Investors & Research Analysts) Corporate Governance & Compliance
Mr. Saurabh Paliwal Akhilesh Nand
Head - Investor Relations Compliance Officer
Tel: 91 80 2808 2808 Tel: 91 80 2808 2808
E-mail id: investor.relations@biocon.com Email: co.secretary@biocon.com
Registrar and Share Transfer Agents Registered Office
Karvy Computershare Private Limited Biocon Limited
(Unit: Biocon Limited) 20th KM, Hosur Road,
Plot 31-32, Karvy Selenium, Tower B, Gachibowli, Financial District, Electronic City P.O.,
Nanakramgud, Hyderabad – 500 032 Bengaluru - 560 100
E-mail id:einward.ris@karvy.com
C. Other Disclosures:
During the financial year 2017-18, there were no materially significant transactions or arrangements entered into between the Company and its
promoters, management, Directors or their relatives, subsidiaries, etc. that may have potential conflict with the interests of the Company at large.
The Company has formulated a policy on dealing with Related Party Transactions which specifies the manner of entering into Related Party Transactions.
This policy has also been posted on the web site of the Company and can be accessed through web link https://www.biocon.com/biocon_invrelation_
cor_keygovernance.asp?subLink=gover.
During the last three years, there were no instances of non-compliances by the Company related to the capital markets and no penalty or strictures
were imposed on the Company by the stock exchanges or SEBI or any statutory authorities. The Company has also complied with the requirements of
Corporate Governance Report of paras (2) to (10) mentioned in Part “C” of the Schedule V of SEBI LODR and disclosed necessary information as specified
in Regulation 17 to 27 and Regulation 46(2)(b) to (i) as appropriately in the Annual Report.
The vigil mechanism as envisaged in the Companies Act, 2013 and SBI LODR [Rule 22] is implemented through the Company’s Whistle Blower Policy to
provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the
Audit and Risk Committee. The address of the Chairman of the Audit and Risk Committee has been given in the policy for the employees, Directors, vendors,
suppliers or other stakeholders associated with the Company to report any matter of concern. Whistle blower policy of the Company is available on the
website of the Company and can be accessed through the web link https://www.biocon.com/docs/Biocon_Group_Integrity_Whistle_Blower_Policy.pdf.
Apart from complying with the mandatory requirements prescribed by SEBI LODR, 2015, the Company has complied with a few non-mandatory
requirements, such as,
• During the year under review, there is no audit qualification in your Company’s Financial Statements. Your Company continues to adopt best
practices to ensure regime of unqualified Financial Statements
• The post of Chairperson & Managing Director and Chief Executive Officer are separately held
V. Material Subsidiary
All the Company’s subsidiaries are Board managed with their respective Boards having the rights and obligations to manage such Companies in the best
interest of their stakeholders. The Audit & Risk Committee reviews the Financial Statements, in particular investments made by the unlisted subsidiary
companies. Minutes of the Board meetings of the unlisted subsidiary companies are placed and reviewed periodically by the Company’s Board.
A statement containing all significant transactions and arrangements entered into by unlisted subsidiary companies is placed before the Board periodically.
Your Company has formulated a policy for determining “Material” subsidiaries as defined in Regulation 16 of the SEBI LODR. This policy is also posted on
the website of the Company and can be accessed through web link https://www.biocon.com/docs/PolicyDocument_MaterialSubsidiary.pdf.
The Company does not have any securities in the Demat Suspense Account/Unclaimed Suspense Account
The Code of Conduct (“the Code”) for Board members and senior management personnel as adopted by the Board, is a comprehensive Code applicable
to Directors and senior management personnel. The Code lays down in detail, the standards of business conduct, ethics and strict governance norms
for the Board and senior management personnel. A copy of the Code has been put on the Company’s website www.biocon.com. The Code has been
circulated to Directors and senior management personnel and its compliance is affirmed by them annually. A declaration signed by the Chief Executive
Officer to this effect is published in this report.
The Company has formulated a comprehensive Code of Conduct for Prevention of Insider Trading for its designated persons, in compliance with
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Directors, officers,
designated persons and other connected persons of the Company are governed by the Code.
The senior management of your Company have made disclosures to the Board confirming that there are no material, financial and commercial
transactions where they have personal interest that may have a potential conflict of interest with the Company at large.
X. CEO/CFO Certification
The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company have furnished to the Board, the requisite Compliance Certificate
under Regulation 17(8) of SEBI LODR for the financial year ended March 31, 2018.
Biocon group is committed to conducting its business in accordance with the applicable laws, Rules and Regulations and with the highest standards of
business ethics. The Company has adopted a “Code of Ethics and Business Conduct” which is applicable to all directors, officers and employees.
I hereby certify that the Board Members and senior management personnel of the Company have affirmed compliance with the Code of Ethics and
Business conduct for the year 2017-18.
We have examined the compliance of conditions of Corporate Governance by Biocon Limited, for the year ended 31 March 2018, as per Regulations 17
to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 [“Listing Regulations”].
Management’s Responsibility
The Company’s Management is responsible for compliance of conditions of Corporate Governance requirements as stipulated under the Listing
Regulations. This responsibility includes the design, implementation and maintenance of corporate governance process relevant to the compliance
of the conditions. Responsibility also includes collecting, collating and validating data and designing, implementing and monitoring of Corporate
Governance process suitable for ensuring compliance with the above mentioned Listing Regulations.
Auditors’ Responsibility
Pursuant to the requirements of the above mentioned Listing Regulations, our examination was limited to procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion
on the Financial Statements of the Company.
We conducted our examination of the corporate governance compliance by the Company as per the Guidance Note on Reports or Certificates for
Special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note requires that we comply with the
ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits
and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the
conditions of Corporate Governance as per Regulations 17 to 27, Clause (b) to (i) of Regulation 46(2) and paragraph C, D and E of Schedule V of the
Listing Regulations, as applicable.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
Restriction on Use
This Certificate has been solely issued for the purpose of complying with the aforesaid Regulations and may not be suitable for any other purpose.
Accordingly, we do not accept or assume any liability or duty of care for any other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in writing.
S Sethuraman
Partner
Membership number: 203491
Bengaluru
April 26, 2018
4. Website : www.biocon.com
5. E-mail id : co.secretary@biocon.com
8. List three key products/services that the Company manufactures/provides (as in balance sheet)
(a) Number of International Locations: 5 (United States of America, Switzerland, United Kingdom, Malaysia and United Arab Emirates)
(b) Number of National Locations: 3 Manufacturing Locations (Bengaluru – 2 plants, Hyderabad and Vishakhapatnam) + Marketing Offices in India
In addition to serving Indian markets, the Company has global footprints and serves market of 120 countries.
4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): 4%
5. List of activities in which expenditure in 4 above has been incurred: Refer Annexure 9 - Corporate Social Responsibility of the Board’s Report.
2. D
o the Subsidiary Company/Companies participate in the BR Initiatives of the parent Company? If yes, then indicate the number of such
subsidiary Company(s)
Yes. The Company’s subsidiary, Biocon Academy participates in the Business Responsibility (BR) initiatives of the Company.
3. D
o any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the
Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]
As per corporate risk governance process, suppliers and distributors work closely with supply chain on several risk mitigation programs including
business continuity plans, geographic risk mitigation, reducing environmental burden by using recycled solvents and training user teams within
Biocon Group, to manage product functioning and related hazards (products where specific product handling and usage procedures set by suppliers
are required to be followed).
P1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
P2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
P4: Businesses should respect the interests of, and be responsive towards all Stakeholders, especially those who are disadvantaged, vulnerable and
marginalized.
P6: Businesses should respect, protect, and make efforts to restore the environment.
P7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
P9: Businesses should engage with and provide value to their customers and consumers in a responsible manner.
Sl. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No. Ethics & Product Well- Responsiveness Respect Environmental Public Support Engagement with
Transparency Responsibility being of to Stakeholders Human Rights Responsibility Policy Inclusive Customers
Employees Advocacy@ Growth
1 Do you have a policy/ Y Y Y Y Y Y N Y Y
policies for…
2 Has the policy Y Y Y Y Y Y N Y Y
being formulated
in consultation
with the relevant
Stakeholders?
3 Does the policy Y Y Y N Y Y N Y Y
conform to
any national /
international
standards? If
yes, specify? (50
words)
4 Has the policy being Y Y Y Y Y Y N Y Y
approved by the
Board? If yes, has
it been signed by
MD/ owner/ CEO/
appropriate Board
Director?
Sl. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No. Ethics & Product Well- Responsiveness Respect Environmental Public Support Engagement with
Transparency Responsibility being of to Stakeholders Human Rights Responsibility Policy Inclusive Customers
Employees Advocacy@ Growth
5 Does the Company Y Y Y N Y Y N Y Y
have a specified
committee of the
Board/ Director/
Official to oversee
the implementation
of the policy?
6 Indicate the link Refer to the Y Refer to Y* Refer to the http://www. N http:// http://www.biocon.
for the policy to be table below the table table below biocon.com/ www. com/biocon_
viewed online? below biocon_ biocon. invrelation_
aboutus_ com/ cor_code.
ehspolicy. biocon_ asp?subLink=gover
asp csr_
about_
policy.
asp
7 Has the policy Y Y Y Y Y Y N Y Y
been formally
communicated to all
relevant internal
and external
Stakeholders?
8 Does the Company Y Y Y Y Y Y N Y Y
have in-house
structure to
implement the
policy/policies.
9 Does the Company Y Y Y Y Y Y N Y Y
have a grievance
redressal mechanism
related to the policy/
policies to address
Stakeholders’
grievances related to
the policy/ policies?
10 Has the Company Y Y Y N Y Y N N Y
carried out
independent audit/
evaluation of the
working of this policy
by an internal or
external agency?
*Note 1: The Company doesn’t have a formal all Stakeholder Responsiveness Policy. However, specific Stakeholder engagement policies exist like
Biocon Communications Policy and Social Media Policy for internal and external Stakeholders, which also outlines the issue management and crisis
communications SOP. It has been Company’s practice to upload all policies on BioSpace, the intranet site for the information and implementation by
the internal Stakeholders.
@Note 2: Public Policy Advocacy is yet to be formulated. However, the Company plays a strong role in public policy advocacy through regular
engagement with specific external Stakeholders including industry associations, government bodies and regulatory departments.
The Company has formulated certain internal guidelines which are aligned to the values underlying the herein stated Principles. Those guidelines
vis-à-vis the principles are mentioned below:
Principle 1: Businesses should conduct and govern Principle 3: Businesses should promote the Principle 5: Businesses should respect
themselves with Ethics, Transparency and Accountability wellbeing of all employees and promote human rights
Code of Conduct Code of Conduct Code of Conduct
Standing Orders Employment Policy
Standing Orders
It has been Company’s practice to upload all policies on the intranet site for information and implementation by the internal Stakeholders.
However, Code of Conduct, Integrity Policy which is applicable to both internal and external Stakeholders are available on the Company website
www.biocon.com.
i) I ndicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company.
(within 3 months, 3-6 months, annually, more than 1 year).
Corporate Social Responsibility Committee of the Board meets at an interval of six months to assess the BR performance of the Company.
ii) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?
BR report is being published annually as part of the Company’s Annual Report in compliance with the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/ No. Does it extend to the Group/Joint Ventures/
Suppliers/Contractors/NGOs /Others?
2. How many Stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the
management? If so, provide details thereof, in about 50 words or so.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities
2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product(optional):
(a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain?
Sustainable thinking is the core aspect of our corporate responsibility. It has helped us move beyond statutory compliances to create responsible
business practices that guarantee safe work environment, healthy workforce and sustainable environment across value chain. Our Company
prefers to enter into long term commitments with those suppliers who fulfil their responsibility towards society as well as environment. Initiatives
are taken to improve awareness about legal compliances, to enhance eco-friendly efficiencies and packaging/logistics improvements at the
suppliers’ end. Supplier and transporter meets are held on a periodical basis where the Company engages and encourages them to undertake
sustainable practices across supply chain. Company drives its distribution plan using an ERP (Enterprise Resource Planning) system to optimize
freight cost. Our approach is to add value in such a manner that not only are our products affordable and accessible, but our practices are also
sustainable and equitable.
Along with spreading wellness through our products, we also work for the welfare of the neighbourhood economy by sourcing local material
and labour wherever possible. Local sourcing is also an environmentally sustainable option as decrease in logistics significantly reduces the
carbon footprint.
(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?
As a resource-respecting organization, we make every effort to be environment-friendly and we take steps to be in compliance with the best
practices. Biocon has adopted principles of natural resource conservation, reuse, reduce, recycle, and waste minimization and renewable energy.
All manufacturing units are certified for OHSAS 18001:2007 and ISO 14001:2015 standards. Accordingly, Biocon has made large investments in a
zero liquid discharge system across all manufacturing units. This system recycles the recovered water for onward use within our utilities. Rain water
harvesting system is in place covering building roof tops and harvested rain water is used for gardening purpose and utilities.
The waste generated in the Company’s operations is either recycled or disposed of in a responsible way in line with legal requirements.
100% of wastewater is recycled and reused back in the process or utilities. Water consumption forms an important part of our agenda. At all
our manufacturing units across India, efforts are continuously underway to reduce our fresh water consumption. There are several initiatives
in the areas of energy conservation and clean energy. We have shifted to piped natural gas for steam generation replacing conventional fossil
fuels thus adopting a clean, environment friendly and highly efficient form of energy. Around 40% of power requirement of Biocon Bengaluru
units is from Wind Power. Renewable energy like wind power doesn’t pollute the environment and doesn’t contribute to global warming and
greenhouse effects. We also have installed solar water heaters for domestic hot water requirements. We are in the process of phasing out
fluorescent lighting with LED based lighting across our facilities.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was
sourced sustainably? Also, provide details thereof, in about 50 words or so.
Yes. The Company has protocol on operating procedure to approve vendors. Materials are procured from approved vendors both, local and
international. The quality assurance team of the Company conducts periodic audit of the vendors, especially those who supply key materials
on various parameters towards evaluating business sustainability. Our integrated Supply Chain Management (SCM) function, which encompasses
multiple products, verticals and manufacturing locations, revolves around meticulous planning, smart sourcing and disciplined monitoring. Some of
the initiatives in place for sustainable sourcing are as below:
i. We believe that for strategic suppliers, in the interest of business, its best have minimum touch-points at multiple levels. This helps in
driving a common corporate message across without it having to fly through multiple channels. Towards this, sourcing strategies have
been consolidated for all plants at our Bengaluru Headquarters. We strive to achieve a balance between the benefits of centralization and
de-centralization.
ii. Consolidating vendors also helps us in keeping transactions to a minimum thereby minimizing operational loads. Consolidating requirements
also helps in better planning and effective negotiations.
i. Biocon has made tremendous strides in moving from animal-origin to recombinant supply base for some of our key product portfolio
which includes Insulins. We believe this has contributed significantly to our environment friendly initiatives apart from being a social cause
in itself.
ii. Sourcing team at Biocon focus on use of ‘Green Solvents’ which are non-petrochemicals based eg. Ethanol for majority of our business
units thereby reducing the dependency on non-renewable forms of energy.
iii. Deployment of professional and regulatory compliant logistics providers helps in consolidating solvents deliveries which further helps in
achieving reduction in fuel cost per unit of solvent consumed at Biocon.
i. All Suppliers (small, medium and large) are periodically evaluated on the basis of the supply performance. Matrices used to evaluate include
OTIF (On-Time, In-Full Deliveries) & number of quality complaints
ii. We conduct monthly reviews for each supply chain function to address issues with suppliers
iii. We have also entrusted vendor evaluation to 3rd party international agencies like Dun & Bradstreet
4. Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding their place
of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
Yes. Biocon has always strived to work and develop most of the small and medium enterprises around its area of operation. The Company procures
a considerable part of its goods and avails services from local and small vendors, particularly those located around its manufacturing locations.
15-20% of our total supplier base are small and medium enterprises. There is also a strong corporate directive of develop sourcing capabilities
locally. This enables us in achieving multiple benefits like
Besides, we also help in long term capacity planning for such vendors by sharing forecasts for upto 12 months.
5. Does the Company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste
(separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so
Yes. A mechanism for recycling products as well as waste is in place in the Company. Since the Company is a zero liquid discharge facility, 100%
of wastewater is recycled and reused back in the utilities. STP treated water is used for gardening in Company premises thereby reducing usage of
fresh water. Used solvents is distilled and recovered and it is reused internally to reduce usage of fresh solvent. Efforts are made to further strengthen
the recovery processes in a) Biologics b) Small molecules and c) cross functional projects to drive further reduction in utilities and solvents through
novel technology platforms which will help in making significant progress towards long term reduction in consumption of fresh solvents.
1. Company is committed to promote diversity in work place and provide equal opportunity for all employees regardless of race, colour, religion, age,
gender, sexual orientation, national origin, disability and other factors. Employees have the right to work in an environment free from any form of
discrimination which can be considered harassing, coercive or disruptive, particularly behaviour that tantamount to sexual harassment. Company
asserts a zero tolerance policy towards any sexual harassment. The intent is to provide a work environment free from all forms of harassment,
provide equal opportunity to all, respect privacy and recognize the right to be heard.
Company ensures providing a safe, healthy and clean working environment for all its employees. Employees are provided with transport and canteen
facilities at subsidised prices. Employee engagement activities are conducted regularly to maintain a healthy work environment. Comprehensive
health check-up is mandatory for all employees annually.
No
4. What percentage of your permanent employees is members of this recognized employee association?
NA
5. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year
and pending, as on the end of the financial year.
6. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?
The mapping and management of Stakeholders is one of the core principles of our business strategy.
The CSR board approves CSR strategies, budgets, project plans, manage internal governance and play oversight role with regard to compliance with
Company’s policy. The CSR committee identifies intervention areas based on the needs of the community, reviews policy, recommends budget,
monitors implementation of programs and report the results to the board on quarterly basis. The foundation has developed and nurtured strong
relationships with local community and other Stakeholders. We have nurtured long-term strategic partnership with- suppliers to maintain supply
chain effectiveness, tertiary health providers to get technical support and with the Government to fulfil mutual obligation based on PPP mode.
Communicating CSR achievements to shareholders, customers, employees, communities, public officials and other partners is at the heart of our
strategy. It’s a continuous process at Biocon which is carried out in board meetings, town-hall presentations, annual general meetings, CSR forums
and also through various internal and external reporting and presentations. The value which is delivered to the Stakeholders is also conveyed with
the help of online social networks and print media.
ii) Employees
iii) Customers
vi) Suppliers
2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized Stakeholders?
At Biocon, we imply scientific methods of determining and addressing needs of the community. Our various social interventions are serving a
population of more than 10 lakhs living predominantly in rural areas, peri-urban areas and slums. In compliance with the CSR Act 2014, preference is
also given to the areas around where the Company operates. Our approach gives especial emphasis on the socio-economic development of most
disadvantaged sections of the society which includes women, children and elderly populations.
3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized Stakeholders. If so, provide
details thereof, in about 50 words or so.
The primary healthcare initiatives have been designed to bring quality and affordable healthcare to the underserved population in order to reduce
morbidity and mortality and significantly reduce the out of pocket expenditure (OPE) by minimizing trips to secondary and tertiary health centres.
Monthly camps are being organised in support of Pradhan Mantri Surakshit Matritva Abhiyan (PMSMA) to provide antenatal care to pregnant women
in rural areas. Breast Cancer and Cervical Cancer screenings are other women oriented programs. The Geriatric camps serve healthcare needs
of elderly population. Our education program and mid-day meal initiatives cater to the educational and nutritional needs of children studying in
Government schools. We have implemented intervention to manage severe acute malnourishment in children of Anganwadi centres. Our rural
development initiatives address the rural urban divide in infrastructure. In addition, we promote gender equality and empowerment of women by
supporting vocational skills and safe environment for them.
1. Does the policy of the Company on human rights cover only the Company or extend to the Group/ Joint Ventures/ Suppliers/ Contractors/
NGOs/ Others?
2. How many Stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?
Principle 6: Business should respect, protect, and make efforts to restore the environment
1. Does the policy related to Principle 6 cover only the Company or extends to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ others.
Yes. Biocon is committed to adopt best global practices in Environment, Health and Safety (EHS). Our comprehensive governance systems are
bolstered by best-in-class infrastructure, specialized EHS systems, competent teams and comprehensive programs. Biocon has well defined
Environment, Health & Safety Policy in place to motivate employees so as to minimize environmental impacts and to prevent injuries and ill
health at workplace. It covers all our internal and external Stakeholders and extends to the Group, Joint Ventures, suppliers, contractors and other
Stakeholders like NGOs who work with us. The policy is communicated to all our Stakeholders to ensure that they are in compliance with the policy.
Adherence to EHS policy is emphasized to all stake holders by the top management as well as through appropriate communications within the
Company.
2. Does the Company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes,
please give hyperlink for webpage etc.
Yes. Commitment pertaining to global warming, climate change and biodiversity is clearly stressed in the Company’s EHS policy. Relevant projects
and initiatives are in place. Hyperlink for the webpage: http://www.biocon.com/biocon_aboutus_ehspolicy.asp
3. Does the Company identify and assess potential environmental risks? Y/N
Yes. A risk based approach i.e. ‘Aspect impact identification’ methodology is in place to assess and identify environmental risks for all the activities,
processes and new projects and any modifications.
4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if
Yes, whether any environmental compliance report is filed?
As on date, the Company does not have any project registered with Clean Development Mechanism (CDM), but we are having various projects
related to clean technology and we strive to identify CDM potential in all of our projects. Some of the projects in line with CDM methodologies in
our organisation are
• Switched over to piped natural gas to fuel boilers instead of conventional fossil fuels thus reducing our GHG emissions
• Usage of biogas generated by our effluent treatment unit anaerobic digesters as a co-fuel in boilers
5. Has the Company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give
hyperlink for web page etc.
Yes. Some energy efficiency, clean technology and renewable energy projects implemented at our sites are
v) Reduction in CO2 emissions by using PNG (piped natural gas) for steam generation
ix) Installation of two stage scrubber system at multiple effect evaporator system to ensure better air quality in and around facility
6. Are the Emissions/Waste generated by the Company within the permissible limits given by CPCB/SPCB for the financial year being reported?
Yes. Air emissions and waste generated by Biocon Limited are well within the permissible limits prescribed by the environmental regulators and
reported for the last financial year.
7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of financial year.
There were no show cause/legal notices received from CPCB/SPCB which are pending as at the end of financial year 17-18.
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
1. Is your Company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:
Yes. CII, ABLE, IDMA, KDPMA, Federation of Karnataka Chambers of Commerce & Industry.
2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes, specify the broad
areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security,
Sustainable Business Principles, Others)
As a pioneering biotechnology Company, Biocon engages with various Stakeholders including various government departments to facilitate
progressive and pragmatic policies that can address the daunting healthcare challenges of the country. Biocon’s CMD Kiran Mazumdar-Shaw, is a
Biotech pioneer, well regarded globally, she is passionate about enabling affordable healthcare and therefore contributes selflessly towards creating
an enabling ecosystem that promotes science, encourages start-ups and enables access to affordable universal healthcare. Biocon’s CEO is also
the Chairperson of the National CII Committee on Biotechnology, which engages with the government to enable creation of an optimal biotech
ecosystem.
1. Does the Company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes, details thereof.
The Company has been focusing on empowerment of underprivileged communities through sustainable development projects; pivoted on
innovation, grass roots implementation, grant support and knowledge sharing, in the realms of-
• Primary Healthcare
• Education
• Environmental Sustainability
• Technology Incubation
The Company has also provided grants to promote interventions mandated under Schedule VII in the Companies Act 2013. To maximise impact at
the national and state level, all our programs are in partnership with government agencies on strong footing of public private partnerships.
(i) Primary Healthcare: The paradigm of ‘eLAJ Smart Clinic’ model developed by the Biocon Foundation is an integration of preventive and
outpatient primary healthcare services to address the health dilemmas, bridge the rural-urban healthcare divide and reduce patient movement to
overburdened secondary and tertiary centres. Health services include promotion, maintenance and restoration of health. The productive model
of healthcare delivery has been adopted in 3 private clinics of Biocon Foundation, 3 Government Primary Health Centres of Rajasthan and 15
Government Primary Health Centres of Karnataka. The intervention is serving a population of more than 10 lakhs living predominantly in rural areas,
peri-urban areas and slums.
The primary healthcare approach, early detection and case management, is effective in reducing morbidity and mortality from infectious and
non-communicable diseases. It involves a data driven approach with the help of an in-house electronic patient record system which enables
our clinics to digitally record every patient encounter. The indispensable electronic data is also amalgamated with the health delivery model to
address the basic preventive and primary health concerns in the areas of Communicable Diseases, Maternal and Child Health (MCH), Diet-related
Non Communicable Diseases (NCDs) and prevention of cancers (Cervical cancer, Breast cancer and Oral cancer) through special health camps.
This crucial model of outpatient primary care is also complemented by health promotion, prevention, and comprehensive health environment
monitoring and risk assessment in the communities with the application of mHealth.
(a) Aata Paata Wadi- An afterschool enrichment program on English and Phonics, Life Skills, Art and Craft, Digital Literacy and games for
children of classes 5 & 6 from government schools at Thithimati, Coorg. In February 2018, the program moved to the Ashrama Residential
School in Thithimati which is run by the State Social Welfare Department. Students from classes 1 to 7 are responding well to the enrichment
program.
(b) Biocon Academy- is a Centre of Excellence for Advanced Learning in Applied Biosciences and the institution is funded under Grand-in-Aid
initiative.
(iii) Promoting Gender Equality and Empowering Women: The Company promotes gender equality and empowerment of women through various
measures.
(a) Women’s Hostel, Haliyal, Uttara Kannada: A hostel building has been constructed and furnished for women who come from weaker
sections of the society and aspire to undergo vocational training at the Canara Bank Deshpande Rural Self-Employment Training Institute.
(iv) Environmental Sustainability: The Company promotes conservation of natural resources, improve the ecosystem as to maintain quality of soil,
air and water.
(a) Hebbagodi Lake Rejuvenation: Hebbagodi Lake which is spread over 35 acres was severely polluted due to 5 sewage inlets from surrounding
developments and 2 storm water inlets. Due to Company’s relentless efforts, the lake water has been treated by Bio-remediation processes.
A children’s park area has been completely levelled and fenced around the rejuvenated lake.
(b) Yarandahalli Lake Rejuvenation: In the first phase of the project, bund strengthening, bridge construction, cleaning of inlets and installation
of a bar screen has been completed.
(v) Art and Culture: The Company values promotion and restoration of national heritage, art and culture. India Foundation for the Arts has been
supported under our Grant-in-Aid initiative to encourage research and education in the arts and culture.
(vi) Technology Incubation: The Company is keenly aware of the power of technology in transformation the development indicators and therefore
we provide grants to technology incubators which are approved by the Central Government.
(a) Science Gallery Bengaluru has been supported through Grant-in-Aid initiative to provide young adults with an interface between science
and the arts.
(b) The Institute of Bioinformatics and Applied Biotechnology (IBAB) has been supported through Grant-in-Aid initiative so as to promote
education, research and entrepreneurship in Biological Sciences.
(c) Team Indus has been supported through Grant-in-Aid initiative so as to promote development of path-breaking solutions on critical
challenges of humanity.
(b) Commissioning of class rooms at Government Higher Primary School, Hennagara and Government Composite Junior College, Anekal
(c) Handover of building with furniture and fixtures to the Gram Panchayat, Mangalagudda to use for their administrative and community
activities.
(e) Donation of furniture, fixtures, electrical and medical devices to Taluka Hospital, Haliyal
2.
Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other
organization?
The CSR initiatives are primarily implemented in house in close collaboration with local governments and grants are provided to Trusts/NGOs doing
impactful work for the marginalized sections of the society.
• More than 1,91,000 electronic records of around 93,000 OPD patients captured across all eLAJ Smart Clinics. These records are stored on a
secure server and used for providing continuum of care to the patients.
• Family Planning Coverage of around 80% in the catchment areas of eLAJ Smart Clinics Rajasthan
• Around 90% coverage of full immunization in children aged 12-23 months achieved by eLAJ Smart Clinics Rajasthan
• A footfall of 4,500 in 50 camps organised under Pradhan Mantri Surakshit Matritva Abhiyan (PMSMA) for pregnant women at eLAJ Smart Clinics
Rajasthan
• More than 3,900 beneficiaries screened for diet-related NCDs in workplace settings, 55 hyperglycaemia, and 100 high Blood Pressure cases
diagnosed and managed
• More than 4,000 footfall in the camps organised for screening and treatment of diet-related NCDs in community setting, 63% control rate in BP
(SBP <140 mmhg & DBP <90 mmhg) & 35% control rate in hyperglycaemia (PPBS <180 mg/dl) achieved amongst DM & HT patients respectively
• More than 700 women screened for Cervical Cancer in workplace settings and an incidence of 5 atypical cells referred on diagnosis and around
50 cases of reproductive tract infections managed
• Around 900 women screened for breast lumps and an incidence of 128 abnormal cells recorded and referred
• More than 16,000 individuals screened for Oral Cancer and 771 cases of positive precancerous lesions identified and treated. More than 4,600
cases of various other oral health issues also diagnosed and treated
4. What is your Company’s direct contribution to community development projects- Amount in INR and the details of the projects undertaken?
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50
words, or so?
The CSR team organises community workshops, perform field visits, carry out need assessment & feedback surveys, map community resources as
well as maintain environmental health surveillance in community. The regular awareness and education in the community not just popularize social
initiatives but also helps us in understanding their priorities and perspectives and tailor the intervention as per the need of the community. Informed
consent from beneficiary is always taken before screening, counselling, testing or treatment and ethical approval is ensured before carrying out any
survey or study.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.
No. Since the Company’s products are bio-pharmaceuticals, only product information that is approved by the regulatory authorities is displayed on
the product label.
3. Is there any case filed by any Stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/or anti-competitive
behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.
NIL.
4. Did your Company carry out any consumer survey/ consumer satisfaction trends?
No.
Report on the Audit of the Standalone Indian Accounting Standards (‘Ind AS’) Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Biocon Limited (‘the Company’), which comprise the Balance Sheet as
at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and
summary of the significant accounting policies and other explanatory information (herein after referred to as “standalone Ind AS financial statements”).
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Management is also responsible for assessing the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit
report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10)
of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind
AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to
the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We are also responsible to conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to
the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS
financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements
give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at 31 March 2018, its profit (including other comprehensive income), changes in equity and
its cash flows for the year ended on that date.
(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit;
(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those
books;
(c) the Balance Sheet, the Statement of Profit and Loss, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report
are in agreement with the books of account;
(d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133
of the Act;
(e) on the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of
the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;
(f) with respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure B”; and
(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer
Note 34 to the standalone Ind AS financial statements;
ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on
long-term contracts including derivative contracts. Refer Note 36 to the standalone Ind AS financial statements;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
and
iv. the disclosures in the standalone Ind AS financial statements regarding holdings as well as dealings in specified bank notes during the
period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March
2018. However amounts as appearing in the audited Standalone Ind AS financial statements for the period ended 31 March 2017 have been
disclosed.
S Sethuraman
Partner
Membership number: 203491
Place: Bengaluru
Date: 26 April 2018
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and
equipment.
(b) The Company has a regular programme of physical verification of its property, plant and equipment by which all property, plant and equipment
are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard
to the size of the Company and the nature of its assets. In accordance with this programme, certain property, plant and equipment were verified
during the year and no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and basis our examination of the records of the Company, the title deeds of
immovable properties are held in the name of the Company except for one immovable property amounting to ` 35 million as at 31 March 2018
for which the Company is in the process of obtaining registration.
(ii) Inventories apart from goods in transit and inventories lying with outside parties have been physically verified by the Management during the year
and the discrepancies noticed on such verification between the physical stock and book records were not material. In our opinion, the frequency of
such verification is reasonable. Inventories lying with outside parties have been substantially confirmed by them as at the year-end and no material
discrepancies were noticed in respect of such confirmations.
(iii) The Company has granted loans to Companies covered in the register maintained under Section 189 of the Companies Act, 2013 (‘the Act’).
(a) In our opinion, the rate of interest and other terms and conditions on which the loans have been granted to the companies listed in the register
maintained under Section 189 of the Act are not, prima facie, prejudicial to the interest of the Company.
(b) In the case of the loans granted covered in the register maintained under Section 189 of the Act, the borrower has been regular in the payment
of the principal and interest as stipulated.
(c) There are no overdue amounts in respect of the loans granted to companies covered in the register maintained under Section 189 of the Act.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and
186 of the Act, with respect to the loans given, investments made and, guarantees and securities given.
(v) According to information and explanations given to us, the Company has not accepted any deposits. Accordingly, paragraph 3(v) of the Order is not
applicable to the Company.
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 as
amended, prescribed by the Central Government under Section 148 of the Act and are of the opinion that, prima facie, the prescribed accounts and
records have been made and maintained. However we have not made a detailed examination of such records.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance,
income-tax, sales tax, value added tax, duty of customs, excise duty, service tax, goods and service tax, cess and other material statutory dues
have been generally regularly deposited during the year with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state
insurance, income tax, sales tax, value added tax, duty of customs, excise duty, service tax, goods and service tax, cess and other material
statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, value added tax, service tax, duty of
customs, duty of excise which have not been deposited with the appropriate authorities on account of any disputes other than those set out in
Appendix I.
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks,
financial institutions or government. The Company did not have any borrowings during the year by way of debentures.
(ix) According to the information and explanations given to us, the Company has not raised any money by way of public issue or further public offer
(including debt instruments) during the year. The term loans raised by the Company have been applied for the purpose for which they were raised.
(x) According to the information and explanations given to us, no material fraud on the Company by its officers and employees or fraud by the
Company has been noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/
provided for managerial remuneration in accordance with the requisite approvals as per provisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of
the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the
related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the
standalone Ind AS financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has
not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly
para 3 (xiv) of the Order is not applicable.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not
entered into non-cash transactions with directors or persons connected with him.
(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank
of India Act, 1934.
S Sethuraman
Partner
Membership number: 203491
Place: Bengaluru
Date: 26 April 2018
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our
audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls,
both applicable to an audit of Internal Financial Controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting
and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal
financial controls system over financial reporting.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal
financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the ICAI.
S Sethuraman
Partner
Membership number: 203491
Place: Bengaluru
Date: 26 April 2018
Appendix I referred to in paragraph vii (b) of Annexure A to the Independent Auditor’s Report
Name of the statute Nature of dues Amount Amount paid Period to which the amount Forum where dispute is
disputed under protest relates pending
(` in (` in million)
million)
Income-tax Act, 1961 Income tax 4 4 1996 – 97 Supreme Court
Income-tax Act, 1961 Income tax 1,639 162 2009-10, 2012-13 and 2013-14 Commissioner (Appeals)
Income-tax Act, 1961 Income tax 960 213 2008-09 and 2010-11 to 2012-13 Income Tax Appellate Tribunal
(“ITAT”)
Income-tax Act, 1961 Income tax 31 31 1997-98 and 2003-04 to 2006-07 High Court
Finance Act, 1994 Service-tax 54 - 2009-10 to 2012-13 Commissioner
Finance Act, 1994 Service-tax 91 - 2006-07 to 2010-11 Customs, Excise and Service Tax
Appellate Tribunal (“CESTAT”)
Finance Act, 1994 Service-tax 1 - 2008-09 to 2012-13 Additional Commissioner
Finance Act, 1994 Service-tax 11 - 2014-15 Principal Commissioner, LTU
Entry Tax Entry Tax 20 - 2012-13 to 2016-17 High Court
Value Added Tax Act, 2005 Value Added Tax 1 1 2006-07 and 2007-08 Commissioner (Appeals)
Value Added Tax Act, 2005 Value Added Tax 1 - 2007-08 and 2008-09 Revision Board
Value Added Tax Act, 2005 Value Added Tax 1 - 2010-11 High Court
Central Sales Tax Act 1956 CST 42 - 2010-11, 2012-13 and 2014-15 Karnataka Appellate Tribunal
Central Sales Tax Act 1956 CST 248 - 2011-12 to 2013-14 Commercial tax officer
The Central Excise Act, 1944 Excise Duty 361 53 2005-06 to 2012-13 CESTAT
The Central Excise Act, 1944 Excise Duty 59 - 2007-08 to 2013-14 Commissioner (Appeals)
The Customs Act, 1962 Customs duty 47 46 1994-95, 2004-05 and 2006-07 to CESTAT
2008-09
The Customs Act, 1962 Customs duty 7 4 2003-04, 2005-06, 2007-08, Commissioner (Appeals)
2008-09, 2010-11 and 2011-12
Statement of Profit and Loss for the year ended March 31, 2018
(All amounts are in Indian Rupees Million, except share data and per share data, unless otherwise stated)
Note Year ended Year ended
March 31, 2018 March 31, 2017
INCOME
Revenue from operations 21 24,255 26,184
Other income 22 1,247 988
Total income 25,502 27,172
EXPENSES
Cost of raw materials and packing materials consumed 23 9,587 9,915
Purchases of traded goods 925 902
Changes in inventories of traded goods, finished goods and work-in-progress 24 (18) (465)
Excise duty 63 305
Employee benefits expense 25 4,086 3,650
Finance costs 26 10 38
Depreciation and amortisation expense 27 1,361 1,506
Other expenses 28 6,479 5,963
22,493 21,814
Less: Recovery of cost from co-development partners (net) 29 (49) (4)
Total expenses 22,444 21,810
Profit before tax 3,058 5,362
Tax expense 33
Current tax 606 1,269
Deferred tax
MAT credit entitlement 62 (1,172)
Other deferred tax 5 72
Total tax expense 673 169
Profit for the year 2,385 5,193
Other comprehensive income/(expense)
(i) Items that will not be reclassified subsequently to profit or loss
Re-measurement on defined benefit plans (11) (27)
Income tax effect 4 9
(7) (18)
(ii) Items that will be reclassified subsequently to profit or loss
Effective portion of gains/(losses) on hedging instrument in cash flow hedges (89) 149
Income tax effect 31 (47)
(58) 102
Other comprehensive income for the year, net of taxes (65) 84
Total comprehensive income for the year 2,320 5,277
Earnings per share 31
Basic (in `) 4.04 8.82
Diluted (in `) 4.02 8.76
The accompanying notes are an integral part of the standalone financial statements.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of Biocon Limited
Chartered Accountants
Firm Registration Number: 101248W/W-100022
S Sethuraman Kiran Mazumdar-Shaw Arun Chandavarkar
Partner Chairperson & Managing Director Jt. Managing Director & CEO
Membership No.: 203491 DIN: 00347229 DIN: 01596180
Siddharth Mittal
President - Finance & Chief
Financial Officer
Bengaluru Bengaluru
April 26, 2018 April 26, 2018
152
(All amounts are in Indian Rupees Million, except share data and per share data, unless otherwise stated)
(A) Equity share capital March 31, 2018 March 31, 2017
Opening balance 1,000 1,000
6/15/2018 8:25:39 PM
Biocon Limited
Statement of Cash Flows for the year ended March 31, 2018
(All amounts are in Indian Rupees Million, except share data and per share data, unless otherwise stated)
March 31, 2018 March 31, 2017
I Cash flows from operating activities
Profit for the year 2,385 5,193
Adjustments to reconcile profit for the year to net cash flows
Depreciation and amortisation expense 1,361 1,506
Unrealised foreign exchange (gain)/loss (97) 213
Share based compensation expense 124 125
Provision/(reversal) of doubtful debts, net 15 16
Interest expense 10 38
Interest income (337) (669)
Net (gain)/loss on financial assets measured at fair value through profit or loss 39 (69)
Profit on fixed assets sold, (net) (30) -
Dividend income from current investments - (13)
Dividend income from subsidiaries (145) -
Net gain on sale of investments (291) (39)
Tax expense 673 169
Operating profit before working capital changes 3,707 6,470
VI Cash and cash equivalents at the beginning of the year 3,416 2,901
VII Cash and cash equivalents at the end of the year (IV + V + VI) 891 3,416
Reconciliation of cash and cash equivalents as per statement of cash flow
Cash and cash equivalents (Note 13)
Balances with banks - on current accounts 885 3,410
Balances with Banks - on unpaid dividend accounts* 6 6
Balance as per statement of cash flows 891 3,416
*The Company can utilize these balances only towards settlement of the respective unpaid dividend liabilities.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of Biocon Limited
Chartered Accountants
Firm Registration Number: 101248W/W-100022
S Sethuraman Kiran Mazumdar-Shaw Arun Chandavarkar
Partner Chairperson & Managing Director Jt. Managing Director & CEO
Membership No.: 203491 DIN: 00347229 DIN: 01596180
Siddharth Mittal
President - Finance & Chief
Financial Officer
Bengaluru Bengaluru
April 26, 2018 April 26, 2018
Notes to the standalone financial statements for the year ended March 31, 2018
(All amounts are in Indian Rupees Million, except share data and per share data, unless otherwise stated)
1. Company Overview
1.1 Reporting entity
Biocon Limited (“Biocon” or “the Company”), is engaged in the manufacture of biotechnology products and research services. The Company is a
public limited company incorporated and domiciled in India and has its registered office in Bengaluru, Karnataka, India. The Company’s shares are
listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) in India.
a) Statement of compliance
The standalone financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian
Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.
These standalone financial statements have been prepared for the Company as a going concern on the basis of relevant Ind AS that are effective
at the Company’s annual reporting date, March 31, 2018. These standalone financial statements were authorised for issuance by the Company’s
Board of Directors on April 26, 2018.
These standalone financial statements are presented in Indian rupees (`), which is also the functional currency of the Company. All amounts
have been rounded-off to the nearest million, unless otherwise indicated.
c) Basis of measurement
These standalone financial statements have been prepared on the historical cost basis, except for the following items:
– Certain financial assets and liabilities (including derivative instruments) are measured at fair value;
– Net defined benefit assets/(liability) are measured at fair value of plan assets, less present value of defined benefit obligations;
The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgements and assumptions.
These estimates, judgements and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities,
the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses
during the period. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate
changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates
are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the
standalone financial statements.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the
financial statements is included in the following notes:
– Note 2(b), 2(c) and 2(d) — Useful lives of property, plant and equipment, intangible assets and investment property;
– Note 2(l) and 33 — Provision for income taxes and related tax contingencies and Evaluation of recoverability of deferred tax assets.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending March
31, 2019 is included in the following notes:
— Note 2(g)(ii) – impairment test of non-financial assets; key assumptions underlying recoverable amounts including the recoverability of
expenditure on internally-generated intangible assets;
— Note 18 and 33 – recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used;
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets
and liabilities.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
— Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
— Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
— Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure
the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety
in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has
occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are
initially recognised when the Company becomes a party to the contractual provisions of the instrument.
A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction
costs that are directly attributable to its acquisition or issue.
Financial assets
— amortised cost;
— FVTPL
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model
for managing financial assets.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
— the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
— the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
— the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets;
and
— the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in
the investment’s fair value in OCI (designated as FVOCI – equity investment). This election is made on an investment‑ by‑ investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative
financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to
be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would
otherwise arise.
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognised in statement of profit and loss. However, see Note 36 for derivatives
designated as hedging instruments.
Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognised in statement of profit and loss. Any gain or loss on derecognition is
recognised in statement of profit and loss.
Debt These assets are subsequently measured at fair value. Interest income under the effective interest
method, foreign exchange gains and losses and impairment are recognised in statement of profit
investments at FVOCI and loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses
accumulated in OCI are reclassified to statement of profit and loss.
Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised as income in statement
of profit and loss unless the dividend clearly represents a recovery of part of the cost of the investment.
Other net gains and losses are recognised in OCI and are not reclassified to statement of profit and
loss.
Financial liabilities: Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held‑ for‑
trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains
and losses, including any interest expense, are recognised in statement of profit and loss. Other financial liabilities are subsequently measured
at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in statement of
profit and loss. Any gain or loss on derecognition is also recognised in statement of profit and loss.
iii. Derecognition
Financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the
rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset
are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain
control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of
the risks and rewards of the transferred assets, the transferred assets are not derecognised.
Financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially
different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying
amount of the financial liability extinguished and the new financial liability with modified terms is recognised in statement of profit and loss.
iv. Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company
currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle
the liability simultaneously.
The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are
separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are
generally recognised in statement of profit and loss.
The Company designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable
forecast transactions arising from changes in foreign exchange rates and interest rates.
At inception of designated hedging relationships, the Company documents the risk management objective and strategy for undertaking the
hedge. The Company also documents the economic relationship between the hedged item and the hedging instrument, including whether the
changes in cash flows of the hedged item and hedging instrument are expected to offset each other.
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is
recognised in OCI and accumulated in other equity under ‘effective portion of cash flow hedges’. The effective portion of changes in the fair
value of the derivative that is recognised in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present
If a hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then
hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been
accumulated in other equity remains there until, for a hedge of a transaction resulting in recognition of a non‑financial item, it is included in the
non‑financial item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods
as the hedged expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are immediately
reclassified to statement of profit and loss.
The Company has created an Employee Welfare Trust (EWT) for providing share-based payment to its employees. Own equity instruments that
are reacquired (treasury shares) are recognised at cost and deducted from equity. When the treasury shares are issued to the employees by EWT,
the amount received is recognised as an increase in equity and the resultant gain / (loss) is transferred to / from securities premium.
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three
months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash
equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral
part of the Company’s cash management.
The Company recognises a liability to make cash to equity holders when the distribution is authorised and the distribution is no longer at
the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A
corresponding amount is recognised directly in equity. Interim dividends are recorded as a liability on the date of declaration by the Company’s
Board of Directors.
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any. The
cost of an item of property, plant and equipment comprises the cost of materials and direct labor, any other costs directly attributable to
bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the site on
which it is located.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major
components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit and loss.
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the
Company.
ii. Depreciation
Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values over their estimated useful lives
using the straight-line method. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives
unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Freehold land is not depreciated.
The estimated useful lives of items of property, plant and equipment for the current and comparative periods are as follows:
Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. Based on technical
evaluation and consequent advice, the management believes that its estimates of useful lives as given above best represent the period over
which management expects to use these assets.
Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready for use (disposed of).
When the use of a property changes from owner-occupied to investment property, the property is reclassified as investment property at its
carrying amount on the date of reclassification.
c. Intangible assets
Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure can be measured reliably, the
product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient
resources to complete development and to use or sell the asset. Otherwise, it is recognised in statement of profit and loss as incurred. Subsequent
to initial recognition, the asset is measured at cost less accumulated amortisation and any accumulated impairment losses.
Others
Other intangible assets are initially measured at cost. Subsequently, such intangible assets are measured at cost less accumulated amortization and
any accumulated impairment losses.
i. Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All
other expenditure, including expenditure on internally generated goodwill and brands, is recognised in statement of profit and loss as incurred.
ii. Amortisation
Intangible assets are amortised on a straight line basis over the estimated useful life as follows:
—
Computer software 3-5 years
—
Customer related intangibles 5 years
Amortisation method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate.
d. Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course
of business, use in the production or supply of goods or services or for administrative purposes. Upon initial recognition, an investment property
is measured at cost. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated
impairment losses, if any.
Based on technical evaluation and consequent advice, the management believes a period of 25 years as representing the best estimate of the period
over which investment properties (which are quite similar) are expected to be used. Accordingly, the Company depreciates investment properties
over a period of 25 years on a straight-line basis. The useful life estimate of 25 years is different from the indicative useful life of relevant type of
buildings mentioned in Part C of Schedule II to the Act i.e. 30 years.
Any gain or loss on disposal of an investment property is recognised in statement of profit and loss.
e. Business combination
In accordance with Ind AS 103, Business combinations, the Company accounts for business combinations after acquisition date using the acquisition
method when control is transferred to the Company. The cost of an acquisition is measured at the fair value of the assets given, equity instruments
issued and liabilities incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of any contingent consideration
and deferred consideration, if any. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in OCI
and accumulated in equity as capital reserve if there exists clear evidence of the underlying reasons for classifying the business combination as
resulting in a bargain purchase; otherwise the gain is recognised directly in equity as capital reserve. Transaction costs are expensed as incurred.
f. Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out formula, and includes
expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location
and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of fixed production overheads
based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The
net realisable value of work-in-progress is determined with reference to the selling prices of related finished products.
The comparison of cost and net realisable value is made on an item-by-item basis.
g. Impairment
In accordance with Ind AS 109, the Company applies expected credit loss (“ECL”) model for measurement and recognition of impairment loss
on following:
Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime expected credit losses.
For all other financial assets, ECL are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit
risk from initial recognition in which case those are measured at lifetime ECL.
Loss allowance for financial assets measured at amortised cost are deducted from gross carrying amount of the assets.
The Company assess at each reporting date whether there is any indication that the carrying amount may not be recoverable. If any such
indication exists, then the asset’s recoverable amount is estimated and an impairment loss is recognised if the carrying amount of an asset or
CGU exceeds its estimated recoverable amount in the statement of profit and loss.
Goodwill is tested annually for impairment. For the purpose of impairment testing, goodwill arising from a business combination is allocated to
CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of a CGU (or an individual asset) is higher of its value in use and its fair value less costs to sell. Value in use is based on
the estimated future cash flow, discounted to their present value using a pre-tax discount rate that reflects current market assessment of the
time value of money and the risks specific to CGU (or the asset).
The Company’s non-financial assets, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For impairment testing, assets that do
not generate independent cash inflows are grouped together into cash-generating units (CGUs). Each CGU represents the smallest group of
assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs.
Impairment loss recognised in respect of a CGU is allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then
to reduce the carrying amounts of the other assets of the CGU (or groups of CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is not subsequently reversed. In respect of other assets for which impairment loss has been recognised
in prior periods, the Company reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only
to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
h. Employee benefits
i. Gratuity
The Company provides for gratuity, a defined benefit plan (“the Gratuity Plan”) covering the eligible employees of the Company. The Gratuity
Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount
based on the respective employee’s salary and the tenure of the employment with the Company.
Liability with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at each balance sheet
date using the projected unit credit method. The defined benefit plan is administered by a trust formed for this purpose through the Company
gratuity scheme.
The Company recognises the net obligation of a defined benefit plan as a liability in its balance sheet. Gains or losses through re-measurement
of the net defined benefit liability are recognised in other comprehensive income and are not reclassified to profit and loss in the subsequent
periods. The actual return of the portfolio of plan assets, in excess of the yields computed by applying the discount rate used to measure the
defined benefit obligation is recognised in other comprehensive income. The effect of any plan amendments are recognised in the statement
of profit and loss.
Eligible employees of the Company receive benefits from provident fund, which is a defined contribution plan. Both the eligible employees
and the Company make monthly contributions to the Government administered provident fund scheme equal to a specified percentage of the
eligible employee’s salary. Amounts collected under the provident fund plan are deposited with in a government administered provident fund.
The Company has no further obligation to the plan beyond its monthly contributions.
The Company has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost
of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet
date using the projected unit credit method on the additional amount expected to be paid/availed as a result of the unused entitlement that
has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognised in the period in which the
absences occur.
The grant date fair value of equity settled share-based payment awards granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised
as expense is based on the estimate of the number of awards for which the related service and non-market vesting conditions are expected
to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and
non-market vesting conditions at the vesting date.
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and
it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected
future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-
tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is
recognised as finance cost. Expected future operating losses are not provided for.
Onerous contracts
A contract is considered to be onerous when the expected economic benefits to be derived by the Company from the contract are lower than the
unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the present value of the lower
of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before such a provision is made, the
Company recognises any impairment loss on the assets associated with that contract.
j. Revenue
i. Sale of goods
Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration
is probable, the associated costs and possible return of goods can be estimate reliably, there is no continuing management involvement with
the goods and the amount of revenue can be measured reliably. The timing of transfers of risks and rewards varies depending on the individual
terms of sale. Revenue from the sale of goods includes excise duty and is measured at the fair value of the consideration received or receivable,
net of returns, sales tax and applicable trade discounts and allowances.
The Company enters into certain dossier sales, licensing and supply arrangements that, in certain instances, include certain performance
obligations. Based on an evaluation of whether or not these obligations are inconsequential or perfunctory, the Company recognise or defer
the upfront payments received under these arrangements. The deferred revenue is recognised in the Standalone statement of operations in the
period in which our remaining performance obligations are completed.
These arrangements typically also consist of subsequent payments dependent on achieving certain milestones in accordance with the terms
prescribed in the agreement. Milestone payments which are contingent on achieving certain clinical milestones are recognised as revenues
either on achievement of such milestones, if the milestones are considered substantive, or over the period we have continuing performance
obligations, if the milestones are not considered substantive. If milestone payments are creditable against future royalty payments, the
milestones are deferred and released over the period in which the royalties are anticipated to be paid.
The Company accounts for sales return by recording an allowance for sales return concurrent with the recognition of revenue at the time of a
product sale. The allowance is based on Company’s estimate of expected sales returns. The estimate of sales return is determined primarily by
the Company’s historical experience in the markets in which the Company operates.
iv. Dividends
Dividend is recognised when the Company’s right to receive the payment is established, which is generally when shareholders approve the
dividend.
v. Rental income
Rental income from investment property is recognised in statement of profit and loss on a straight-line basis over the term of the lease except
where the rentals are structured to increase in line with expected general inflation. Lease incentives granted are recognised as an integral part
of the total rental income, over the term of the lease.
vi. Contribution received from customers/co-development partners towards plant and equipment
Contributions received from customers/co-development partners towards items of property, plant and equipment which require an obligation
to supply goods to the customer in the future, are recognised as a credit to deferred revenue. The contribution received is recognised as
revenue from operations over the useful life of the assets. The Company capitalises the gross cost of these assets as the Company controls
these assets.
The Company recognises government grants only when there is reasonable assurance that the conditions attached to them will be complied with,
and the grants will be received. Government grants received in relation to assets are recognised as deferred income and amortized over the useful
life of such asset. Grants related to income are deducted in reporting the related expense.
l. Income taxes
Income tax comprises current and deferred income tax. Income tax expense is recognised in statement of profit and loss except to the extent that
it relates to an item recognised directly in equity in which case it is recognised in other comprehensive income. Current income tax for current year
and prior periods is recognised at the amount expected to be paid or recovered from the tax authorities, using the tax rates and laws that have been
enacted or substantively enacted by the balance sheet date.
Deferred income tax assets and liabilities are recognised for all temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements except when:
— temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit or loss at the time of transaction;
— temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control
the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
Deferred income tax assets and liabilities are measured using the tax rates and laws that have been enacted or substantively enacted by the balance
sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect of changes in tax rates on deferred income tax assets and liabilities is recognised as income or expense in the period that includes the
enactment or substantive enactment date. A deferred income tax assets is recognised to the extent it is probable that future taxable income will
be available against which the deductible temporary timing differences and tax losses can be utilised. The Company offsets income-tax assets and
liabilities, where it has a legally enforceable right to set off the recognised amounts and where it intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
m. Borrowing cost
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are
regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition
or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalised as part of the cost
of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
n. Leases
Leases of property, plant and equipment that transfer to the Company substantially all the risks and rewards of ownership are classified as
finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum
lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to similar
owned assets.
Assets held under leases that do not transfer to the Company substantially all the risks and rewards of ownership (i.e. operating leases) are not
recognized in the Company’s Balance sheet.
Payments made under operating leases are generally recognised in profit or loss on a straight-line basis over the term of the lease unless such
payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares
held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the
period, using the treasury stock method for options and warrants, except where the results would be anti-dilutive.
Following new standard and amendment to Ind AS have not been applied by the Company as they are effective for annual periods beginning on or
after April 1, 2018:
In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2018, notifying Ind AS
115 ‘Revenue from Contracts with Customers’ (New Revenue Standard), which replaces Ind AS 11 ‘Construction Contracts’ and Ind AS 18‘Revenue’.
The core principle of the New Revenue Standard is that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Some of the key changes introduced by the New Revenue Standard include additional guidance for multiple-element arrangements, measurement
approaches for variable consideration, specific guidance for licensing of intellectual property. The new standard also provides guidance on evaluation
of performance obligations being distinct to enable separate recognition and could impact timing of recognition of certain elements of multiple
element arrangements.
Significant additional disclosures in relation to revenue are also prescribed. The New Revenue Standard also provides two broad alternative transition
options – Retrospective Method and Cumulative Effect Method – with certain practical expedients available under the Retrospective Method. The
Company is in the process of evaluating the impact of the New Revenue Standard on the present and future arrangements and shall determine the
appropriate transition option once the said evaluation has been completed.
The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The
appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-
monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for
each payment or receipt. The Company is evaluating the impact of this amendment on its financial statements.
Accumulated depreciation
At April 01, 2016 - 1,028 1 7,932 831 265 21 10,078 -
Depreciation for the year - 158 - 1,109 78 54 6 1,405 -
Disposals - - - (9) - (2) (5) (16) -
At March 31, 2017 - 1,186 1 9,032 909 317 22 11,467 -
Depreciation for the year - 164 - 933 76 57 24 1,254 -
Disposals - (6) - - - - (4) (10) -
Transfer from investment property - 27 - - - - - 27 -
Transfer to investment property - (4) - - - - - (4) -
At March 31, 2018 - 1,367 1 9,965 985 374 42 12,734 -
4. Investment property
Gross carrying amount
At April 01, 2016 533
Additions 20
At March 31, 2017 553
Transfer from property, plant and equipment 29
Transfer to property, plant and equipment (34)
At March 31, 2018 548
Accumulated depreciation
At April 01, 2016 94
Depreciation for the year 20
At March 31, 2017 114
Depreciation for the year 19
Transfer from property, plant and equipment 4
Transfer to property, plant and equipment (27)
At March 31, 2018 110
The fair value of investment property as at March 31, 2018 is ` 491 (March 31, 2017 - ` 479), based on market observable data.
5. Intangible assets
Intellectual Computer Marketing and Customer Total
property rights software Manufacturing related
rights intangibles
Gross carrying amount
At April 01, 2016 81 218 294 77 670
Additions - 31 - - 31
At March 31, 2017 81 249 294 77 701
Additions - 43 - - 43
At March 31, 2018 81 292 294 77 744
Accumulated amortisation
At April 01, 2016 81 86 153 8 328
Amortisation for the year - 39 27 15 81
At March 31, 2017 81 125 180 23 409
Amortisation for the year - 46 27 15 88
At March 31, 2018 81 171 207 38 497
Net carrying amount
At March 31, 2017 - 124 114 54 292
At March 31, 2018 - 121 87 39 247
9. Other assets
(a) Non-current
Capital advances 160 409
Duty drawback receivable 217 329
Balances with statutory/government authorities 1,780 1,101
Prepayments 6 8
2,163 1,847
(b) Current
Advance to suppliers 163 144
Prepayments 132 204
295 348
10. Inventories
Raw materials, including goods-in-bond* 1,147 988
Packing materials 430 386
Work-in-progress 2,423 2,494
Finished goods 1,325 1,305
Traded goods 292 223
5,617 5,396
* includes goods in-transit ` 12 (March 31, 2017 - ` Nil)
Write-down of inventories to net realisable value amounted to ` 12 (March 31, 2017 - ` 3). These were recognised as an expense during the year and
included in ‘changes in inventories of traded goods, finished goods and work-in-progress’ in statement of profit and loss.
(i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Equity shares March 31, 2018 March 31, 2017
No. ` Million No. ` Million
At the beginning of the year 200,000,000 1,000 200,000,000 1,000
Issue of bonus shares 400,000,000 2,000 - -
Outstanding at the end of the year 600,000,000 3,000 200,000,000 1,000
(ii) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of ` 5 per share. Each holder of equity shares is entitled to one vote per share. The
Company declares and pays dividends in Indian Rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution
of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.
(iii) Details of shareholders holding more than 5% shares in the Company
March 31, 2018 March 31, 2017
No. % holding No. % holding
Equity shares of ` 5 each fully paid
Dr Kiran Mazumdar-Shaw 237,862,692 39.64% 79,287,564 39.64%
Glentec International Limited 118,605,582 19.77% 39,535,194 19.77%
As per records of the Company, including its register of shareholders/members, the above shareholding represents both legal and beneficial ownerships
of shares.
(iv) Shares reserved for issue under options
For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, refer note 30.
(v) Aggregate number of bonus shares issued during the period of five years immediately preceding the reporting date:
Particulars Year ended March 31
2018 2017 2016 2015 2014
Equity shares of ` 5 each 400,000,000 - - - -
The Company has allotted 400,000,000 equity shares of ` 5 each fully paid up as bonus shares on June 19, 2017 in the ratio of 2:1 (two equity shares
of ` 5 each for every one equity share of ` 5 each held in the Company as on the record date i.e. June 17, 2017) by capitalisation of securities premium
account. In accordance with Ind AS 33, Earnings per share, the Earnings per share data has been adjusted to give effect to the bonus issue.
(a) During the year ended March 31, 2016, the Company had obtained an external commercial borrowing facility of USD 20 million from a bank. The
term loan facility is secured by first priority pari-passu charge on the plant and machinery of the proposed expanded facility line in the existing facility
with a carrying amount of ` 1,478. The long-term loan is repayable in 4 equal quarterly instalments of USD 5 million each commencing from December
31, 2018 and carries an interest rate of LIBOR + 0.95% p.a. During the year ended March 31, 2016, the Company had entered into interest rate swap to
convert floating rate to fixed rate.
(b) On March 31, 2005, the Company entered into an agreement with the Council of Scientific and Industrial Research (‘CSIR’), for an unsecured loan of
` 3 for carrying out part of the research and development project under the New Millennium Indian Technology Leadership Initiative (‘NMITLI’) Scheme.
The loan is repayable over 10 equal annual instalments of ` 0.3 starting from April 2009 and carry an interest rate of 3% p.a.
(c) On March 31, 2009, the Department of Scientific and Industrial Research (‘DSIR’) sanctioned financial assistance for a sum of ` 17 to the Company
for part financing one of its research projects. The assistance is repayable in the form of royalty payments for three years post commercialisation of the
project in five equal annual instalments of ` 3 each, starting from April 1, 2013.
(d) On August 25, 2010, the Department of Science and Technology (‘DST’) under the Drugs and Pharmaceutical Research Programme (‘DPRP’) has
sanctioned financial assistance for a sum of ` 70 to the Company for financing one of its research projects. The loan is repayable over 10 annual
instalments of ` 7 each starting from July 1, 2012, and carries an interest rate of 3% p.a.
(e) In respect of the financial assistance received under the aforesaid programmes (refer note (b) to (d) above), the Company is required to utilise the
funds for the specified projects and is required to obtain prior approvals from the said authorities for disposal of assets/Intellectual property rights
acquired/developed under the above programmes.
The Company’s exposure to liquidity, interest rate and currency risks are disclosed in note 36.
17. Provisions
(a) Non-current
Provision for employee benefits
Gratuity [refer note 35] 172 133
172 133
(b) Current
Provision for employee benefits
Gratuity [refer note 35] 95 88
Compensated absences 85 96
Provision for sales return 136 136
316 320
On September 27, 2001, Biocon’s Board of Directors approved the Biocon Employee Stock Option Plan (‘ESOP Plan 2000’) for the grant of stock options
to the employees of the Company and its subsidiaries/joint venture company. The Company recognises the cost towards the options granted to the
employees of the subsidiaries/joint venture company through equity settled method. The Nomination and Remuneration Committee (‘Remuneration
Committee’) administers the plan through a trust established specifically for this purpose, called the Biocon India Limited Employee Welfare Trust (ESOP
Trust).
The ESOP Trust shall make additional purchase of equity shares of the Company using the proceeds from the loan obtained from the Company, other
cash inflows from allotment of shares to employees under the ESOP Plan and shall subscribe, when allotted to such number of shares as is necessary
for transferring to the employees. The ESOP Trust may also receive shares from the promoters for the purpose of issuance to the employees under the
ESOP Plan. The Remuneration Committee shall determine the exercise price which will not be less than the face value of the shares.
Grant IV
In July 2006, the Company approved the grant of 3,478,200 options (face value of shares - ` 5 each) to its employees under the existing ESOP Plan 2000.
The options under this grant would vest to the employees as 25%, 35% and 40% of the total grant at the end of first, second and third year from the date
of grant for existing employees and at the end of 3rd, 4th and 5th year from the date of grant for new employees. Exercise period is 3 years for each
grant. The conditions for number of options granted include service terms and performance grade of the employees. These options are exercisable at a
discount of 20% to the market price of Company’s shares on the date of grant.
Details of Grant IV
In April 2008, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 25%, 35% and 40% of the total grant at the end of first, second and third year from the date of grant for existing employees and at the
end of 3rd, 4th and 5th year from the date of grant for new employees. Exercise period is 3 years for each grant. The conditions for number of options
granted include service terms and performance grade of the employees. These options are exercisable at the market price of Company’s shares on the
date of grant.
Details of Grant V
In July 2014, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at the closing market price of Company’s shares existing on the date preceding to the date of grant.
In July 2014, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at the closing market price of Company’s shares existing on the date preceding to the date of grant.
In July 2015, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at the closing price as per National Stock Exchange as on the last day of the month preceding the month of first grant.
In June 2016, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at 50% of the closing price as per National Stock Exchange as on the preceding day to the date of grant.
In June 2016, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at 50% of the closing price as per National Stock Exchange as on the preceding day to the date of grant.
Assumptions used in determination of the fair value of the stock options under the Black Scholes Model are as follows:
On March 11, 2015, Biocon’s Remuneration Committee approved the Biocon - Restricted Stock Units (RSUs) of Syngene (‘RSU Plan 2015’) for the grant
of RSUs to the employees of the Company and its subsidiaries other than Syngene. The Remuneration Committee administers the plan through a trust
established specifically for this purpose, called the Biocon Limited Employee Welfare Trust. For this purpose, on March 31, 2015, the Company transferred
2,000,000 equity shares of Syngene to Biocon Limited Employees Welfare Trust.
In April 2015, the Company approved the grant to its employees under the RSU Plan 2015. The RSUs under this grant would vest to the employees as
10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an exercise period
ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees. Exercise price of
RSUs will be Nil.
Summary of movement in respect of equity shares of Syngene held by the RSU Trust is as follows:
Opening balance 1,989,258 2,000,000
Less: Shares exercised by employees (197,353) (10,742)
Closing balance 1,791,905 1,989,258
Shares
Basic outstanding shares 600,000,000 600,000,000
Less: Weighted average shares held with the ESOP Trust (10,051,402) (11,106,587)
Weighted average shares used for computing basic EPS 589,948,598 588,893,413
Add: Effect of dilutive options granted but not yet exercised/not yet eligible for exercise 3,965,858 4,129,461
Weighted average shares used for computing diluted EPS 593,914,456 593,022,874
Earnings per share
Basic (in `) 4.04 8.82
Diluted (in `) 4.02 8.76
*adjusted for the effect of bonus shares. Refer note 14.
Financial Report
Department (‘CED’)
181
Biocon Limited
6/15/2018 8:25:42 PM
Sl. Name of the related party Relationship Description of transaction April 1, 2017 to Balance as at April 1, 2016 to Balance as at
182
No. March 31, 2018 March 31, 2018 March 31, 2017 March 31, 2017
Income/ (Payable)/ Income/ (Payable)/
(Expenses)/ Receivable/ (Expenses)/ Receivable/
Other Others Other Others
6/15/2018 8:25:43 PM
Sl. Name of the related party Relationship Description of transaction April 1, 2017 to Balance as at April 1, 2016 to Balance as at
No. March 31, 2018 March 31, 2018 March 31, 2017 March 31, 2017
Income/ (Payable)/ Income/ (Payable)/
(Expenses)/ Receivable/ (Expenses)/ Receivable/
Other Others Other Others
Financial Report
183
Biocon Limited
6/15/2018 8:25:43 PM
Sl. Name of the related party Relationship Description of transaction April 1, 2017 to Balance as at April 1, 2016 to Balance as at
No. March 31, 2018 March 31, 2018 March 31, 2017 March 31, 2017
184
Income/ (Payable)/ Income/ (Payable)/
(Expenses)/ Receivable/ (Expenses)/ Receivable/
Other Others Other Others
6/15/2018 8:25:43 PM
Biocon Limited
Tax effects of amounts which are not deductible/(taxable) in calculating taxable income:
Weighted deduction on research and development expenditure (294) (520)
Exempt income and other deductions (324) (254)
Non-deductible expense 97 74
Tax on exceptional item - (1,042)
Basis difference that will reverse during the tax holiday period 11 22
Others 125 33
Income tax expense 673 169
Other than the matters disclosed above, the Company is also involved in taxation and other disputes, lawsuits, proceedings etc. including patent and
commercial matters that arise from time to time in the ordinary course of business. Management is of the view that the resolution of these proceedings
will not have any material adverse effect on the Company’s financial position or results of operations.
(iii) Guarantees given by banks on behalf of the Company for contractual obligations of the Company. The 19 18
necessary terms and conditions have been complied with and no liabilities have arisen.
(ii) Commitments:
(a) Estimated amount of contracts remaining to be executed on capital
account and not provided for, net of advances 1,052 401
(b) Operating lease commitments
Where the Company is a lessee:
(i) Vehicles
The Company has taken vehicles for certain employees under operating leases, which expire over a period
upto January, 2022. Gross rental expenses for the year aggregate to ` 5 (March 31, 2017 - ` 16).
The committed lease rentals in future are as follows:
Not later than one year 1 19
Later than one year and not later than five years 2 22
The following table sets out the status of the gratuity plan and the amounts recognised in the Company’s financial statements as at balance sheet date:
Assumptions regarding future mortality experience are set in accordance with published statistics and mortality tables.
The weighted average duration of the defined benefit obligation was 6 years (March 31, 2017 - 8 years).
The defined benefit plan exposes the Company to actuarial risks, such as longevity and interest rate risk.
Sensitivity of significant actuarial assumptions is computed by varying one actuarial assumption used for the valuation of defined benefit obligation
by one percentage, keeping all other actuarial assumptions constant. Although the analysis does not take account of the full distribution of cash
flows expected under the plan, it does provide an approximation of the sensitivity of the assumption shown.
As of March 31, 2018 and March 31, 2017, the plan assets have been invested in insurer managed funds and the expected contribution to the fund
during the year ending March 31, 2019, is approximately ` 55 (March 31, 2018 - ` 51)
Maturity profile of defined benefit obligation
Particulars ` Million
1st Following year 55
2nd Following year 36
3rd Following year 49
4th Following year 35
5th Following year 29
Years 6 to 10 130
Years 11 and above 299
March 31, 2017 FVTPL FVTOCI Amortised Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non-current investments - - 1,459 1,459 - - - -
Loans - - 1,923 1,923 - - - -
Current investments 3,127 - 2,120 5,247 3,127 - - 3,127
Trade receivables - - 7,982 7,982 - - - -
Cash and bank balances - - 3,829 3,829 - - - -
Other financial asset - 142 1,084 1,226 - 142 - 142
3,127 142 18,397 21,666 3,127 142 - 3,269
Financial liabilities
Borrowings - - 1,335 1,335 - - - -
Trade payables - - 4,505 4,505 - - - -
Other financial liabilities - - 1,155 1,155 - - - -
- - 6,995 6,995 - - - -
B. Measurement of fair values
Fair value of liquid mutual funds are based on quoted price. Derivative financial instruments are valued based on quoted prices for similar assets and
liabilities in active markets or inputs that are directly or indirectly observable in the market place.
Sensitivity analysis
For the fair values of forward contracts of foreign currencies, reasonably possible changes at the reporting date to one of the significant observable
inputs, holding other inputs constant, would have the following effects.
The Company has exposure to the following risks arising from financial instruments:
- Credit risk
- Liquidity risk
- Market risk
The Company’s risk management is carried out by the treasury department under policies approved by the Board of Directors. The Board provides
written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use
of derivative and non-derivative financial instruments and investment of excess liquidity.
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract, leading to financial loss. The
credit risk arises principally from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and
financial institutions and other financial instruments.
Customer credit risk is managed by each business unit subject to Company’s established policy, procedures and control relating to customer credit
risk management. The Audit and Risk Management Committee has established a credit policy under which each new customer is analysed individually
for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes external
ratings, where available, and other publicly available financial information. Outstanding customer receivables are regularly monitored and any shipments
to major customers are generally covered by letters of credit or other forms of credit insurance.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. The
maximum exposure to credit risk as at reporting date is primarily from trade receivables amounting to ` 7,399 (March 31, 2017-` 7,982). The movement
in allowance for impairment in respect of trade and other receivables during the year was as follows:
Credit risk on cash and cash equivalent and derivatives is limited as the Company generally transacts with banks and financial institutions with high credit
ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units, bonds and
non-convertible debentures.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity
to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Company’s reputation.
The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
The table below provides details regarding the undiscounted contractual maturities of significant financial liabilities as of March 31, 2018:
The table below provides details regarding the undiscounted contractual maturities of significant financial liabilities as of March 31, 2017:
Particulars Less than 1 year 1 - 2 years 2-5 years 5 - 7 years Total
Long-term borrowings 11 655 669 - 1,335
Trade payables 4,505 - - - 4,505
Other financial liabilities 1,153 2 - - 1,155
Total 5,669 657 669 - 6,995
(iv) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices, such as foreign
exchange rates, interest rates and equity prices.
The Company operates internationally and a major portion of the business is transacted in several currencies and consequently, the Company is exposed
to foreign exchange risk through operating and borrowing activities in foreign currency. The Company holds derivative instruments such as foreign
exchange forward, interest rate swaps and option contracts to mitigate the risk of changes in exchange rates and foreign currency exposure.
The sensitivity of profit or loss to changes in exchange rates arises mainly from foreign currency denominated financial instruments and the impact on
other components of equity arises from foreign exchange forward/option contracts designated as cash flow hedges.
The following table gives details in respect of outstanding foreign exchange forward and option contracts:
The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.
During the year ended March 31, 2018 and March 31, 2017 the Company’s borrowings at variable rate were mainly denominated in USD.
The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as follows:
The Company policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this when necessary. They are therefore not
subject to interest rate risk as defined under Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of change in
market interest rates.
The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods.
The amount of future dividends of equity shares will be balanced with efforts to continue to maintain an adequate liquidity status.
The capital structure as of March 31, 2018 and March 31, 2017 was as follows:
(a) Gross amount required to be spent by the Company during the year is ` 88; and
Amount in `
43. The previous year’s figures have been re-grouped/reclassified, where necessary to confirm to current year’s classification.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of Biocon Limited
Chartered Accountants
Firm Registration Number: 101248W/W-100022
S Sethuraman Kiran Mazumdar-Shaw Arun Chandavarkar
Partner Chairperson & Managing Director Jt. Managing Director & CEO
Membership No.: 203491 DIN: 00347229 DIN: 01596180
Siddharth Mittal
President - Finance & Chief
Financial Officer
Bengaluru Bengaluru
April 26, 2018 April 26, 2018
Report on the Audit of Consolidated Indian Accounting Standards (‘Ind AS’) Financial Statements
We have audited the accompanying consolidated Ind AS financial statements of Biocon Limited (hearinafter referred to as “the Holding Company”)
and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its associates and its joint venture, which comprise
the Consolidated Balance Sheet as at 31 March 2018, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity
and the Consolidated Cash Flow Statement for the year then ended, including a summary of the significant accounting policies and other explanatory
information (hereinafter referred to as “the consolidated Ind AS financial statements”).
The respective Board of Directors of the Companies included in the Group and its associates and a joint venture are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associates and a joint venture
and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind
AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for
the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the Companies included in the Group and of its associates
and a joint venture are responsible for assessing the ability of the Group and of its associates and a joint venture to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required
to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of
the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the consolidated Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the
Holding Company’s preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.
We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Group and of its
associates and a joint venture to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the
auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Group
and its associates and a joint venture to cease to continue as a going concern.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to the Other
Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other
auditors on separate financial statements and on the other financial information of the subsidiaries, associates and a joint venture, the aforesaid
consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its associates and a joint venture as at 31
March 2018, and their consolidated profit (including other comprehensive income), consolidated statement of changes in equity and consolidated cash
flows for the year ended on that date.
Other matters
We did not audit the financial statements/ financial information of a subsidiary and a joint venture both incorporated outside India included in the
consolidated Ind AS financial statements of the Group. This subsidiary accounts for ` 696 million of net loss and ` 2,719 million of revenues for the year
ended 31 March 2018 and ` 23,527 million of total assets as at 31 March 2018. The consolidated Ind AS financial statements also include the Group’s
Our opinion on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in
respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial
information certified by the Management.
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit of the aforesaid consolidated Ind AS financial statements;
(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have
been kept so far as it appears from our examination of those books and reports of other auditors;
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the
Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose
of preparation of the consolidated Ind AS financial statements;
(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section
133 of the Act;
(e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2018 taken on record by the
Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of
the directors of the Group companies incorporated in India is disqualified as on 31 March 2018 from being appointed as a director in terms of
Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary
companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”; and
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the
report of the other auditors on the separate financial statements and other financial information of the subsidiary companies, associates and a
joint venture, as noted in the ‘Other Matters’ paragraph:
i. the consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group,
its associates and a joint venture. Refer Note 34 to the consolidated Ind AS financial statements;
ii. provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or accounting standards,
for the material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer Note 36 to the consolidated Ind AS
financial statements in respect of such items as it relates to the Group, its associates and joint venture;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding
Company and its subsidiary companies incorporated in India during the year ended 31 March 2018; and
iv. the disclosures in the consolidated Ind AS financial statements regarding holdings as well as dealings in specified bank notes during the
period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March
2018. However amounts as appearing in the audited consolidated financial statements for the period ended 31 March 2017 have been
disclosed.
S Sethuraman
Partner
Membership number: 203491
Place: Bengaluru
Date: 26 April 2018
Annexure - A to the Independent Auditor’s Report of even date on the consolidated financial statements of Biocon
Limited
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of the Group as of and for the year ended 31 March 2018, we have audited
the internal financial controls over financial reporting of Biocon Limited (“the Holding Company”) and its subsidiary companies which are companies
incorporated in India, as of that date.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted
our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI
and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of
internal financial controls, both issued by theICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting
and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal
financial controls system over financial reporting.
Opinion
In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate
internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31
March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
S Sethuraman
Partner
Membership number: 203491
Place: Bengaluru
Date: 26 April 2018
Consolidated Statement of Profit and Loss for the year ended March 31, 2018
(All amounts are in Indian Rupees Million, except share data and per share data, unless otherwise stated)
Year ended Year ended
Note
March 31, 2018 March 31, 2017
Income
Revenue from operations 21 41,297 39,216
Other income 22 2,062 1,571
Total income (I) 43,359 40,787
Expenses
Cost of raw materials and packing materials consumed 23 14,450 13,224
Purchases of traded goods 2,328 1,932
Changes in inventories of traded goods, finished goods and work-in-progress 24 (417) (690)
Excise duty 63 305
Employee benefits expense 25 9,311 7,470
Finance costs 26 615 260
Depreciation and amortisation expense 27 3,851 2,772
Other expenses 28 9,018 8,463
39,219 33,736
Less: Recovery of cost from co-development partners (net) 29 (1,747) (1,283)
Total expenses (II) 37,472 32,453
Profit before tax, share of profit of joint venture/associate, exceptional items and tax (I-II) 5,887 8,334
Share of profit of joint venture and associate, net 213 163
Profit before tax and exceptional items 6,100 8,497
Exceptional items, net 32 - -
Profit before tax 6,100 8,497
Tax expense
Current tax 38 1,522 2,082
Deferred tax
MAT credit entitlement (259) (369)
Other deferred tax 306 (97)
Total tax expense 1,569 1,616
Other comprehensive income for the year, net of taxes 153 870
Financial Report
201
Biocon Limited & Subsidiaries
6/15/2018 8:25:45 PM
Consolidated Statement of Changes in Equity for the year ended March 31, 2018 (contd.)
202
(All amounts are in Indian Rupees Million, except share data and per share data, unless otherwise stated)
(B) Other equity
Particulars Attributable to owners of the Company Non- Total
The accompanying notes are an integral part of the consolidated financial statements.
6/15/2018 8:25:46 PM
Biocon Limited & Subsidiaries
Consolidated Statement of Cash Flow for the year ended March 31, 2018
(All amounts are in Indian Rupees Million, except share data and per share data, unless otherwise stated)
March 31, 2018 March 31, 2017
I Cash flows from operating activities
Profit for the year 4,531 6,881
Adjustments to reconcile profit for the year to net cash flows
Depreciation and amortisation expense 3,851 2,772
Tax expense 1,569 1,616
Unrealised foreign exchange (gain)/loss (57) 311
Share-based compensation expense 301 266
Provision/(reversal) of doubtful debts, net 47 34
Bad debts written off 4 6
Interest expense 615 260
Interest income (427) (1,115)
Dividend income (25) (156)
Net gain on financial assets measured at fair value through profit or loss (16) (132)
Net gain on sale of current investments (583) (39)
Loss/(profit) on sale of fixed assets (net) 60 -
Share of profit of joint venture (213) (163)
Operating profit before working capital changes 9,657 10,541
V Effect of exchange differences on cash and cash equivalents held in foreign currency 4 (113)
VI Cash and cash equivalents at the beginning of the year 7,102 7,575
VII Cash and cash equivalents at the end of the year (IV + V + VI) 4,490 7,102
Notes to the Consolidated Financial Statements for the year ended March 31, 2018
(All amounts are in Indian Rupees Million, except share data and per share data, unless otherwise stated)
1. Company Overview
1.1 Reporting entity
Biocon Limited (“Biocon” or the “parent company” or “the Company”), together with its subsidiaries, joint venture and associates (collectively, the
“Group”) is engaged in the manufacture of biotechnology products and research services. The Company is a public limited company incorporated
and domiciled in India and has its registered office in Bengaluru, Karnataka, India. The Company’s shares are listed on the Bombay Stock Exchange
(BSE) and the National Stock Exchange (NSE) in India.
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies
(Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.
These consolidated financial statements have been prepared for the Group as a going concern on the basis of relevant Ind AS that are effective at
the Company’s annual reporting date, March 31, 2018. These consolidated financial statements were authorised for issuance by the Company’s
Board of Directors on April 26, 2018.
These consolidated financial statements are presented in Indian rupees (INR), which is also the functional currency of the parent Company. All
amounts have been rounded-off to the nearest million, unless otherwise indicated. In respect of subsidiaries and associates whose operations
are self-contained and integrated, the functional currency has been determined to be the currency of the primary economic environment in
which the entity operates.
c. Basis of measurement
These consolidated financial statements have been prepared on the historical cost basis, except for the following items:
– Certain financial assets and liabilities (including derivative instruments) are measured at fair value; and
– Net defined benefit assets/(liability) are measured at fair value of plan assets, less present value of defined benefit obligations;
The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgements and assumptions.
These estimates, judgements and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities,
the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses
during the period. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate
changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates
are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the
consolidated financial statements.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the
financial statements is included in the following notes:
– Note 2(d), 2(e) and 2(f) — Useful lives of property, plant and equipment, intangible assets and investment property;
– Note 2(n), 8 and 38 — Provision for income taxes and related tax contingencies and evaluation of recoverability of deferred tax assets
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending
March 31, 2018 is included in the following notes:
— Note 2(i)(ii) – impairment test of non-financial assets; key assumptions underlying recoverable amounts including the recoverability of
expenditure on internally-generated intangible assets;
— Note 2(n), 8 and 38 – recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be
used;
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets
and liabilities.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
— Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
— Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
— Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the inputs used to measure
the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its
entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has
occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
i. Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements
of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which
control ceases.
The financial statements of the Group are consolidated on line-by-line basis. Intra-group transactions, balances and any unrealised gains
arising from intra-group transactions, are eliminated. Unrealised losses are eliminated, but only to the extent that there is no evidence
of impairment. All temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions are
recognised as per Ind AS 12, Income Taxes.
For the purpose of preparing these consolidated financial statements, the accounting policies of subsidiaries have been changed where
necessary to align them with the policies adopted by the Group.
NCI are measured at their proportionate share of the acquiree’s net identifiable assets at the date of acquisition.
Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other
components of equity. Any interest retained in the former subsidiary is measured at fair value at the date the control is lost. Any resulting
gain or loss is recognised in statement of profit or loss.
The Group’s interests in equity accounted investees comprise interests in associates and a joint venture.
An associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating
policies. A joint venture is an arrangement in which the Group has joint control and has rights to the net assets of the arrangement, rather
than rights to its assets and obligations for its liabilities.
Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost which includes
transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of profit or loss and
other comprehensive income (OCI) of equity- accounted investees until the date on which significant influence or joint control ceases.
b. Foreign currency
Transactions in foreign currencies are translated into the respective functional currencies of companies at the exchange rates at the dates
of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the
reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional
currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on
historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences are recognised
in statement of profit or loss, except exchange differences arising from the translation of the qualifying cash flow hedges to the extent that
the hedges are effective which are recognised in OCI.
Under previous GAAP exchange differences arising on restatement of long-term foreign currency monetary items related to acquisition of
depreciable assets was added to/ deducted from the cost of the depreciable assets. In accordance with Ind AS 101 First time adoption of
Indian Accounting Standards the Group continues the above accounting treatment in respect of the long-term foreign currency monetary
items recognised in the financial statements as on March 31, 2016.
The assets and liabilities of foreign operations (subsidiaries, associates, joint arrangements) including goodwill and fair value adjustments
arising on acquisition, are translated into INR, the functional currency of the Group, at the exchange rates at the reporting date. The income
and expenses of foreign operations are translated into INR at the exchange rates at the dates of the transactions or an average rate if the
average rate approximates the actual rate at the date of the transaction.
Foreign currency translation differences are recognised in OCI and accumulated in equity (as exchange differences on translating the
financial statements of a foreign operation), except to the extent that the exchange differences are allocated to NCI.
c. Financial instruments
Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities
are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL),
transaction costs that are directly attributable to its acquisition or issue.
Financial assets
—
amortised cost;
—
FVTPL
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes its business model
for managing financial assets.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
— the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
— the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
— the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets; and
— the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes
in the investment’s fair value in OCI (designated as FVOCI – equity investment). This election is made on an investment‑ by‑ investment
basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all
derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements
to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that
would otherwise arise.
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognised in statement of profit or loss. However, see Note 36 for derivatives
designated as hedging instruments.
Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognised in statement of profit or loss. Any gain or loss on derecognition is
recognised in statement of profit or loss.
Debt These assets are subsequently measured at fair value. Interest income under the effective interest
method, foreign exchange gains and losses and impairment are recognised in statement of profit
investments at FVOCI or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses
accumulated in OCI are reclassified to statement of profit or loss.
Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised as income in
statement of profit or loss unless the dividend clearly represents a recovery of part of the cost of the
investment. Other net gains and losses are recognised in OCI and are not reclassified to profit or loss.
Financial liabilities: Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held‑
for‑ trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and
net gains and losses, including any interest expense, are recognised in statement of profit or loss. Other financial liabilities are subsequently
measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in
statement of profit or loss. Any gain or loss on derecognition is also recognised in statement of profit or loss.
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the
rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial
asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and does not
retain control of the financial asset.
If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of
the risks and rewards of the transferred assets, the transferred assets are not derecognised.
Financial liabilities
The Group de-recognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Group also de-recognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially
different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying
amount of the financial liability extinguished and the new financial liability with modified terms is recognised in statement of profit or loss.
iv. Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group
currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.
The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are
separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein
are generally recognised in statement of profit or loss.
The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable
forecast transactions arising from changes in foreign exchange rates and interest rates.
At inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the
hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether
the changes in cash flows of the hedged item and hedging instrument are expected to offset each other.
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is
recognised in OCI and accumulated in other equity under ‘effective portion of cash flow hedges’. The effective portion of changes in
the fair value of the derivative that is recognised in OCI is limited to the cumulative change in fair value of the hedged item, determined
on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognised
immediately in statement of profit or loss.
If a hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then
hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been
accumulated in other equity remains there until, for a hedge of a transaction resulting in recognition of a non‑financial item, it is included
in the non‑financial item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period
or periods as the hedged expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in other equity are
immediately reclassified to profit or loss.
The Group has created an Employee Welfare Trust (EWT) for providing share-based payment to its employees. Own equity instruments that
are reacquired (treasury shares) are recognised at cost and deducted from equity. When the treasury shares are issued to the employees by
EWT, the amount received is recognised as an increase in equity and the resultant gain / (loss) is transferred to / from securities premium.
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of
three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and
cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an
integral part of the Group’s cash management.
The Group recognises a liability to make cash distribution to equity holders when the distribution is authorised and the distribution is no
longer at the discretion of the Group. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders.
A corresponding amount is recognised directly in equity. Interim dividends are recorded as a liability on the date of declaration by the
Company’s Board of Directors.
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any.
The cost of an item of property, plant and equipment comprises the cost of materials and direct labor, any other costs directly attributable
to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the
site on which it is located.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items
(major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit or loss.
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to
the Group.
ii. Depreciation
Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values over their estimated useful
lives using the straight-line method. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful
lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated.
The estimated useful lives of items of property, plant and equipment for the current and comparative periods are as follows:
When the use of a property changes from owner-occupied to investment property, the property is reclassified as investment property at its
carrying amount on the date of reclassification.
i. Goodwill
For measurement of goodwill that arises on a business combination refer note 37. Subsequent measurement is at cost less any accumulated
impairment losses.
Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure can be measured reliably,
the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and
has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in statement of profit or loss as
incurred. Subsequent to initial recognition, the asset is measured at cost less accumulated amortisation and any accumulated impairment
losses.
Others
Other intangible assets are initially measured at cost. Subsequently, such intangible assets are measured at cost less accumulated
amortization and any accumulated impairment losses.
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it
relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in statement of profit or
loss as incurred.
iv. Amortisation
Other intangible assets are amortised on a straight line basis over the estimated useful life as follows:
—
Computer software 3-5 years
—
Customer related intangibles 5 years
Amortisation method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate.
f. Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course
of business, use in the production or supply of goods or services or for administrative purposes. Upon initial recognition, an investment property
is measured at cost. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated
impairment losses, if any.
Based on technical evaluation and consequent advice, the management believes a period of 25 years as representing the best estimate of the
period over which investment properties (which are quite similar) are expected to be used. Accordingly, the Group depreciates investment
properties over a period of 25 years on a straight-line basis. The useful life estimate of 25 years is different from the indicative useful life of
relevant type of buildings mentioned in Part C of Schedule II to the Act i.e. 30 years.
Any gain or loss on disposal of an investment property is recognised in statement of profit or loss.
g. Business combination
In accordance with Ind AS 103, Business combinations, the Group accounts for business combinations after acquisition date using the
acquisition method when control is transferred to the Group (see Note 37). The cost of an acquisition is measured at the fair value of the assets
given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value
of any contingent consideration and deferred consideration, if any. Any goodwill that arises is tested annually for impairment. Any gain on a
bargain purchase is recognised in OCI and accumulated in equity as capital reserve if there exists clear evidence of the underlying reasons for
classifying the business combination as resulting in a bargain purchase; otherwise the gain is recognised directly in equity as capital reserve.
Transaction costs are expensed as incurred.
h. Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out formula, and
includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their
present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of fixed
production overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products.
Raw materials, components and other supplies held for use in the production of finished products are not written down below cost except in
cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value.
The comparison of cost and net realisable value is made on an item-by-item basis.
i. Impairment
In accordance with Ind AS 109, the Group applies Expected Credit Loss (“ECL”) model for measurement and recognition of impairment loss
on following:
Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime expected credit
losses. For all other financial assets, ECL are measured at an amount equal to the 12-month ECL, unless there has been a significant
increase in credit risk from initial recognition in which case those are measured at lifetime ECL.
Loss allowance for financial assets measured at amortised cost are deducted from gross carrying amount of the assets.
The Group assesses at each reporting date whether there is any indication that the carrying amount may not be recoverable. If any such
indication exists, then the asset’s recoverable amount is estimated and an impairment loss is recognised if the carrying amount of an asset
or CGU exceeds its estimated recoverable amount in the statement of profit or loss.
Goodwill is tested annually for impairment. For the purpose of impairment testing, goodwill arising from a business combination is allocated
to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of a CGU (or an individual asset) is higher of its value in use and its fair value less costs to sell. Value in use is based
on the estimated future cash flow, discounted to their present value using a pre-tax discount rate that reflects current market assessment
of the time value of money and the risks specific to CGU (or the asset).
The Group’s non-financial assets, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For impairment testing, assets
that do not generate independent cash inflows are grouped together into cash-generating units (CGUs). Each CGU represents the smallest
group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs.
Impairment loss recognised in respect of a CGU is allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and
then to reduce the carrying amounts of the other assets of the CGU (or Group of CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is not subsequently reversed. In respect of other assets for which impairment loss has been
recognised in prior periods, the Group reviews at each reporting date whether there is any indication that the loss has decreased or no
longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a
reversal is made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been recognised.
j. Employee benefits
i. Gratuity
The Group provides for gratuity, a defined benefit plan (“the Gratuity Plan”) covering the eligible employees of the Company and its Indian
subsidiaries. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of
employment, of an amount based on the respective employee’s salary and the tenure of the employment with the Group.
Liability with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at each balance sheet
date using the projected unit credit method. The defined benefit plan is administered by a trust formed for this purpose through the group
gratuity scheme.
The Group recognises the net obligation of a defined benefit plan as a liability in its balance sheet. Gains or losses through re-measurement
of the net defined benefit liability are recognised in other comprehensive income and are not reclassified to profit and loss in the subsequent
periods. The actual return of the portfolio of plan assets, in excess of the yields computed by applying the discount rate used to measure
the defined benefit obligation is recognised in other comprehensive income. The effect of any plan amendments are recognised in the
statement of profit and loss.
Eligible employees of the Company and its Indian subsidiaries receive benefits from provident fund, which is a defined contribution plan.
Both the eligible employees and the respective Companies make monthly contributions to the Government administered provident fund
scheme equal to a specified percentage of the eligible employee’s salary. Amounts collected under the provident fund plan are deposited
with in a government administered provident fund. The Companies have no further obligation to the plan beyond its monthly contributions.
The Group has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of
accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet
date using the projected unit credit method on the additional amount expected to be paid/availed as a result of the unused entitlement that
has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognised is the period in which the
absences occur.
The grant date fair value of equity settled share-based payment awards granted to employees is recognised as an employee expense,
with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount
recognised as expense is based on the estimate of the number of awards for which the related service and non-market vesting conditions
are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the
related service and non-market vesting conditions at the vesting date.
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably,
and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the
expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date)
at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the
discount is recognised as finance cost. Expected future operating losses are not provided for.
Onerous contracts
A contract is considered to be onerous when the expected economic benefits to be derived by the Group from the contract are lower than the
unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the present value of the
lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before such a provision is
made, the Group recognises any impairment loss on the assets associated with that contract.
l. Revenue
i. Sale of goods
Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration
is probable, the associated costs and possible return of goods can be estimate reliably, there is no continuing management involvement
with the goods and the amount of revenue can be measured reliably. The timing of transfers of risks and rewards varies depending on the
individual terms of sale. Revenue from the sale of goods includes excise duty and is measured at the fair value of the consideration received
or receivable, net of returns, sales tax and applicable trade discounts and allowances.
The Group enters into certain dossier sales, licensing and supply arrangements that, in certain instances, include certain performance
obligations. Based on an evaluation of whether or not these obligations are inconsequential or perfunctory, the Group recognise or defer
the upfront payments received under these arrangements. The deferred revenue is recognized in the consolidated statement of operations
in the period in which our remaining performance obligations are completed.
These arrangements typically also consist of subsequent payments dependent on achieving certain milestones in accordance with the
terms prescribed in the agreement. Milestone payments which are contingent on achieving certain clinical milestones are recognized as
revenues either on achievement of such milestones, if the milestones are considered substantive, or over the period we have continuing
performance obligations, if the milestones are not considered substantive. If milestone payments are creditable against future royalty
payments, the milestones are deferred and released over the period in which the royalties are anticipated to be paid.
In respect of contracts involving research services, in case of ‘time and materials’ contracts, contract research fee are recognised as services
are rendered, in accordance with the terms of the contracts. Revenues relating to fixed price contracts are recognised based on the
percentage of completion method determined based on efforts expended as a proportion to total estimated efforts. The Group monitors
estimates of total contract revenue and cost on a routine basis throughout the contract period. The cumulative impact of any change
in estimates of the contract revenue or costs is reflected in the period in which the changes become known. In the event that a loss is
anticipated on a particular contract, provision is made for the estimated loss.
In respect of contracts involving sale of compounds arising out of contract research services for which separate invoices are raised, revenue
is recognised when the significant risks and rewards of ownership of the compounds have passed to the buyer, and comprise amounts
invoiced for compounds sold.
In respect of services, the Group collects service tax as applicable, on behalf of the government and, therefore, it is not an economic benefit
flowing to the Group. Hence, it is excluded from revenue.
The Group accounts for sales return by recording an allowance for sales return concurrent with the recognition of revenue at the time of
a product sale. The allowance is based on Group’s estimate of expected sales returns. The estimate of sales return is determined primarily
by the Group’s historical experience in the markets in which the Group operates.
v. Dividends
Dividend is recognised when the Group’s right to receive the payment is established, which is generally when shareholders approve the
dividend.
Rental income from investment property is recognised in statement of profit or loss on a straight-line basis over the term of the lease
except where the rentals are structured to increase in line with expected general inflation. Lease incentives granted are recognised as an
integral part of the total rental income, over the term of the lease.
vii. Contribution received from customers/co-development partners towards plant and equipment
Contributions received from customers/co-development partners towards items of property, plant and equipment which require an
obligation to supply goods to the customer in the future, are recognised as a credit to deferred revenue. The contribution received is
recognised as revenue from operations over the useful life of the assets. The Group capitalises the gross cost of these assets as the Group
controls these assets.
m. Government grants
The Group recognizes government grants only when there is reasonable assurance that the conditions attached to them will be complied with,
and the grants will be received. Government grants received in relation to assets are recognised as deferred income and amortized over the
useful life of such asset. Grants related to income are deducted in reporting the related expense.
n. Income taxes
Income tax comprises current and deferred income tax. Income tax expense is recognised in statement of profit or loss except to the extent that
it relates to an item recognised directly in equity in which case it is recognised in other comprehensive income. Current income tax for current
year and prior periods is recognised at the amount expected to be paid or recovered from the tax authorities, using the tax rates and laws that
have been enacted or substantively enacted by the balance sheet date.
Deferred income tax assets and liabilities are recognised for all temporary differences arising between the tax bases of assets and liabilities and
their carrying amounts in the financial statements except when:
— temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss at the time of transaction;
— temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to
control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit
will be realized.
Deferred income tax assets and liabilities are measured using the tax rates and laws that have been enacted or substantively enacted by the
balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognised as income or expense in the period that
includes the enactment or substantive enactment date. A deferred income tax assets is recognised to the extent it is probable that future taxable
income will be available against which the deductible temporary timing differences and tax losses can be utilized. Deferred income taxes are
not provided on the undistributed earnings of subsidiaries where it is expected that the earnings of the subsidiary will not be distributed in the
foreseeable future. The Group offsets income-tax assets and liabilities, where it has a legally enforceable right to set off the recognised amounts
and where it intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
o. Borrowing cost
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they
are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to
acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalised as
part of the cost of that asset.
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury
shares held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding
during the period, using the treasury stock method for options and warrants, except where the results would be anti-dilutive.
q. Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses,
including revenues and expenses that relate to transactions with any of the Group’s other components, and for which discrete financial
information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The Chairperson and Managing Director of the Company is responsible for allocating resources and assessing performance of
r. Leases
Leases of property, plant and equipment that transfer to the Group substantially all the risks and rewards of ownership are classified
as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of
the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy
applicable to similar owned assets.
Assets held under leases that do not transfer to the Group substantially all the risks and rewards of ownership (i.e. operating leases) are not
recognized in the Group’s Balance sheet.
Payments made under operating leases are generally recognised in profit or loss on a straight-line basis over the term of the lease unless
such payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost
increases.
Following new standard and amendment to Ind AS have not been applied by the Group as they are effective for annual periods beginning on or
after April 1, 2018:
In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2018, notifying Ind
AS 115 ‘Revenue from Contracts with Customers’ (New Revenue Standard), which replaces Ind AS 11 ‘Construction Contracts’ and Ind AS
18‘Revenue’. The core principle of the New Revenue Standard is that an entity should recognize revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those
goods or services. Some of the key changes introduced by the New Revenue Standard include additional guidance for multiple-element
arrangements, measurement approaches for variable consideration, specific guidance for licensing of intellectual property. The new standard
also provides guidance on evaluation of performance obligations being distinct to enable separate recognition and could impact timing of
recognition of certain elements of multiple element arrangements.
Significant additional disclosures in relation to revenue are also prescribed. The New Revenue Standard also provides two broad alternative
transition options – Retrospective Method and Cumulative Effect Method – with certain practical expedients available under the Retrospective
Method. The Group is in the process of evaluating the impact of the New Revenue Standard on the present and future arrangements and shall
determine the appropriate transition option once the said evaluation has been completed.
The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency.
The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of
the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is
established for each payment or receipt. The Group is evaluating the impact of this amendment on its financial statements.
The fair value of the investment property as at March 31, 2018 is ` Nil (March 31, 2017 - ` 8).
5. Intangible assets
Goodwill Intangible assets Intangible assets under development
Other Marketing and IP under Customer Total Product Marketing Total
intangible Manufacturing commercialisation related under rights
assets rights intangible development
(internally
generated)
Gross carrying amount
At April 01, 2016 264 336 165 81 77 659 1,798 - 1,798
Additions - 169 - - - 169 1,342 - 1,342
Other adjustments
- Foreign currency translation - - - - - - (75) - (75)
At March 31, 2017 264 505 165 81 77 828 3,065 - 3,065
Additions - 114 - - - 114 1,669 484 2,153
Other adjustments
- Foreign currency translation - - - - - - 36 4 40
At March 31, 2018 264 619 165 81 77 942 4,770 488 5,258
Accumulated amortisation
At April 01, 2016 - 138 24 81 8 251 - - -
Amortisation for the year - 77 27 - 15 119 - - -
At March 31, 2017 - 215 51 81 23 370 - - -
Amortisation for the year - 96 27 - 15 138 19 - 19
At March 31, 2018 - 311 78 81 38 508 19 - 19
Net carrying amount
At March 31, 2017 264 290 114 - 54 458 3,065 - 3,065
At March 31, 2018 264 308 87 - 39 434 4,751 488 5,239
9. Other assets
(a) Non-current
Capital advances 795 516
Duty drawback receivable 217 329
Balances with statutory / government authorities 2,056 1,589
Prepayments 118 341
3,186 2,775
(b) Current
Balances with statutory / government authorities 547 241
Prepayments 823 756
1,370 997
10. Inventories
Raw materials, including goods-in-bond 1,848 1,531
Packing materials 524 386
Traded goods 292 223
Finished goods* 1,903 1,747
Work-in-progress 2,658 2,466
7,225 6,353
* includes goods in-transit ` 48 (March 31, 2017 - Nil)
Write-down of inventories to net realisable value amounted to ` 75 (March 31, 2017 - ` 3). These were recognised as an expense during the year and
included in ‘changes in inventories of traded goods, finished goods and work-in-progress’ in statement of profit and loss.
The Group’s exposure to credit and currency risks, and loss allowances are disclosed in note 36.
(i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
Equity shares March 31, 2018 March 31, 2017
No. ` Million No. ` Million
At the beginning of the year 200,000,000 1,000 200,000,000 1,000
Issue of bonus shares [refer note (v) below] 400,000,000 2,000 - -
Outstanding at the end of the year 600,000,000 3,000 200,000,000 1,000
(ii) Terms/ rights attached to equity shares
The Company has only one class of equity shares having a par value of ` 5 per share. Each holder of equity shares is entitled to one vote per share. The
Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders
in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution
of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.
(iii) Details of shareholders holding more than 5% shares in the Company
March 31, 2018 March 31, 2017
No. % holding No. % holding
Equity shares of ` 5 each fully paid
Dr Kiran Mazumdar-Shaw 237,862,692 39.64% 79,287,564 39.64%
Glentec International Limited 118,605,582 19.77% 39,535,194 19.77%
As per records of the Company, including its register of shareholders/ members, the above shareholding represents both legal and beneficial ownerships
of shares.
Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.
General reserve
General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.
Retained earnings
The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the standalone financial statements
of the Company and also considering the requirements of the Act. Thus the amounts reported are not distributable in entirety.
The SEZ re-investment reserve has been created out of profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act,
1961. The reserve has been utilised for acquiring new plant and machinery for the purpose of its business in terms of section 10AA(2) of the Income-tax
Act, 1961.
The Group has established various equity settled share-based payment plans for certain categories of employees of the Group. Also refer note 30 for
further details on these plans.
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity.
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the
Group’s reporting currency (i.e. `) are accumulated in the foreign currency translation reserve.
The cash flow hedging reserve represents the cumulative effective portion of gains or losses (net of taxes, if any) arising on changes in fair value of
designated portion of hedging instruments entered into for cash flow hedges.
(b) During the year ended March 31, 2016, Biocon Pharma Limited (‘BPL’) had obtained an external commercial borrowing of USD 20 million from a
bank, carrying interest of Libor + 1.75% p.a. The loan is payable in 11 unequal quarterly instalments commencing from June 28, 2019. The loan is
secured by first priority pari-passu charge on the plant and machinery of the facility for the manufacture of pharmaceuticals. BPL has entered into
interest rate swap to convert floating rate to fixed rate.
(c) Biocon Sdn. Bhd., Malaysia (‘Biocon Malaysia’) had obtained a term loan facility of USD 130 million from a consortium of banks. During the year ended
March 31, 2016, Biocon Malaysia has refinanced the existing term loan from Standard Chartered Bank (Hong Kong) Limited. The loan is repayable in
quarterly instalments which commenced from March, 2017. On July 6, 2015, Biocon Sdn. Bhd. had entered into a new term loan agreement with Standard
Chartered Bank (Hong Kong) Limited for an amount of USD 70 million. The loan is repayable in quarterly instalments commenced from March, 2017.
The term loans are denominated in USD and carries an interest rate of LIBOR + 2.25% p.a. (March 31, 2017: LIBOR + 3.25% p.a.) and LIBOR + 1.80%
p.a. (March 31, 2017: LIBOR + 4.25% p.a.) for facility of USD 130 million and USD 70 million respectively. The term loan is secured by a fixed and
floating charge over all present and future assets and a charge over the freehold property of Biocon Malaysia.
(d) (i) Syngene has entered into External Commercial Borrowing agreement with The Hong Kong and Shanghai Banking Corporation Limited (the
Agent), Citibank N.A. and HSBC Bank (Mauritius) Limited (the Lead arrangers) dated March 30, 2016 to borrow USD 100 million comprising (a)
USD 50 million term loan facility (‘Facility A’); and (b) USD 50 million term loan facility (‘Facility B’). The facilities are borrowed to incur capital
expenditure at Bengaluru and Mangalore premises of Syngene.
(ii) ‘Facility A’ of USD 50 million carries an interest rate of Libor + 1.04% p.a. and is repayable in two instalments of USD 12.5 million in March 2019
and USD 37.5 million in March 2020; and ‘Facility B’ of USD 50 million carries an interest rate of Libor + 1.30% p.a. and is repayable in March 2021.
(iii) The facilities provided are secured by first priority pari passu charge on fixed assets and second charge on current assets of Syngene with a
carrying amount of ` 6,700.
(e) Syngene International Limited (‘Syngene’) has obtained foreign currency denominated long term secured buyer’s credit loans of USD 6.42 million
(March 31, 2017: USD 9.41 million) as of March 31, 2018 from HSBC Bank (Mauritius) Limited that carry interest rate in the range of Libor + 0.60% p.a.
to Libor + 0.80% p.a. The loan is guaranteed by Hong Kong and Shanghai Banking Corporation Limited, India to HSBC Bank (Mauritius) Limited. All of
the credit facilities provided by Hong Kong and Shanghai Banking Corporation Limited, India is secured by a pari passu charge on the current assets
and movable fixed assets of Syngene with a carrying amount of ` 1,636. The loans are repayable at end of 960 days to 1,079 days from the date of its
origination.
(f) Syngene has obtained lease of utilities for its office use from Velankani Information Systems Limited (VISL) on a ten year non-cancellable basis.
Finance Lease obligations reflect present value of such discounted monthly payments payable to VISL over the tenure of the lease contract.
(g) On March 31, 2005, the Company entered into an agreement with the Council of Scientific and Industrial Research (‘CSIR’), for an unsecured loan
of ` 3 for carrying out part of the research and development project under the New Millennium Indian Technology Leadership Initiative (‘NMITLI’)
Scheme. The loan is repayable over 10 equal annual instalments of ` 0.3 starting from April 2009 and carry an interest rate of 3 % p.a.
(h) On March 31, 2009, the Department of Scientific and Industrial Research (‘DSIR’) sanctioned financial assistance for a sum of ` 17 to the Company
for part financing one of its research projects. The assistance is repayable in the form of royalty payments for three years post commercialisation of
the project in five equal annual instalments of ` 3 each, starting from April 1, 2013 and has been repaid during the year.
(i) On August 25, 2010, the Department of Science and Technology (‘DST’) under the Drugs and Pharmaceutical Research Programme (‘DPRP’) has
sanctioned financial assistance for a sum of ` 70 to the Company for financing one of its research projects. The loan is repayable over 10 annual
instalments of ` 7 each starting from July 1, 2012, and carries an interest rate of 3 % p.a.
(j) In respect of the financial assistance received under the aforesaid programmes (refer note (g) to (i) above), the Company is required to utilise the
funds for the specified projects and is required to obtain prior approvals from the said authorities for disposal of assets / Intellectual property rights
acquired/ developed under the above programmes.
(k) The Group has met all the covenants under these arrangements as at March 31, 2018 and March 31, 2017.
(l) The Group’s exposure to liquidity, interest rate and currency risks are disclosed in note 36.
17. Provisions
(a) Non-current
Provision for employee benefits
Gratuity [refer note 35] 493 360
493 360
(b) Current
Provision for employee benefits
Gratuity [refer note 35] 130 131
Compensated absences 199 201
Provision for sales return 136 136
465 468
On September 27, 2001, Biocon’s Board of Directors approved the Biocon Employee Stock Option Plan (‘ESOP Plan 2000’) for the grant of stock
options to the employees of the Company and its subsidiaries / joint venture company. The Nomination and Remuneration Committee (‘Remuneration
Committee’) administers the plan through a trust established specifically for this purpose, called the Biocon India Limited Employee Welfare Trust (ESOP
Trust).
The ESOP Trust shall make additional purchase of equity shares of the Company using the proceeds from the loan obtained from the Company, other
cash inflows from allotment of shares to employees under the ESOP Plan and shall subscribe, when allotted to such number of shares as is necessary
for transferring to the employees. The ESOP Trust may also receive shares from the promoters for the purpose of issuance to the employees under the
ESOP Plan. The Remuneration Committee shall determine the exercise price which will not be less than the face value of the shares.
Grant IV
In July 2006, the Company approved the grant of 3,478,200 options (face value of shares - ` 5 each) to its employees under the existing ESOP Plan 2000.
The options under this grant would vest to the employees as 25%, 35% and 40% of the total grant at the end of first, second and third year from the date
of grant for existing employees and at the end of 3rd, 4th and 5th year from the date of grant for new employees. Exercise period is 3 years for each
grant. The conditions for number of options granted include service terms and performance grade of the employees. These options are exercisable at a
discount of 20% to the market price of Company’s shares on the date of grant.
Details of Grant IV
In April 2008, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 25%, 35% and 40% of the total grant at the end of first, second and third year from the date of grant for existing employees and at the
end of 3rd, 4th and 5th year from the date of grant for new employees. Exercise period is 3 years for each grant. The conditions for number of options
granted include service terms and performance grade of the employees. These options are exercisable at the market price of Company’s shares on the
date of grant.
Details of Grant V
In July 2014, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at the closing market price of Company’s shares existing on the date preceding to the date of grant.
In July 2014, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at the closing market price of Company’s shares existing on the date preceding to the date of grant.
In July 2015, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at the closing price as per National Stock Exchange as on the last day of the month preceding the month of first grant.
Grant IX
In June 2016, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at 50% of the closing price as per National Stock Exchange as on the preceding day to the date of grant.
In June 2016, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at 50% of the closing price as per National Stock Exchange as on the preceding day to the date of grant.
Assumptions used in determination of the fair value of the stock options under the Black Scholes Model are as follows:
On March 11, 2015, Biocon’s Remuneration Committee approved the Biocon - Restricted Stock Units (RSUs) of Syngene (‘RSU Plan 2015’) for the grant
of RSUs to the employees of the Company and its subsidiaries other than Syngene. The Remuneration Committee administers the plan through a trust
established specifically for this purpose, called the Biocon Limited Employee Welfare Trust. For this purpose, on March 31, 2015, the Company transferred
2,000,000 equity shares of Syngene to Biocon Limited Employees Welfare Trust.
In April 2015, the Company approved the grant to its employees under the RSU Plan 2015. The RSUs under this grant would vest to the employees as 10%, 20%,
30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an exercise period ending one year from
the end of last vesting. The vesting conditions include service terms and performance grade of the employees. Exercise price of RSUs will be Nil.
On July 20, 2012, Syngene Employee Welfare Trust (‘Trust’) was created for the welfare and benefit of the employees and directors of Syngene. The Board
of Directors of Syngene approved the employee stock option plan of Syngene. On October 31, 2012 the Trust subscribed 6,680,000 equity shares (Face
Value of ` 10 per share) of Syngene using the proceeds from interest free loan of ` 150 obtained from Syngene, adjusted for the consolidation of shares
and bonus issue. As at March 31, 2018, the Trust holds 3,065,964 (March 31, 2017: 4,513,525) equity shares of face value of ` 10/- each, adjusted for the
consolidation of shares and bonus issue. As at March 31, 2018, the Trust transferred 2,166,475 (March 31, 2017 - 2,166,475) equity shares to the employees
of Syngene on exercise of their stock options.
Grant
Pursuant to the Scheme, Syngene has granted options to eligible employees of Syngene under Syngene Employee Stock Option Plan - 2011. Each option
entitles for one equity share. The options under this grant will vest to the employees as 25%, 35% and 40% of the total grant at end of second, third
and fourth year from the date of grant, respectively, with an exercise period of three years for each grant. The vesting conditions include service terms
and performance of the employees of Syngene. These options are exercisable at an exercise price of ` 22.50 per share (Face Value of ` 10 per share).
Details of Grant
Assumptions used in determination of the fair value of the stock options under the Black Scholes Model are as follows:
Summary of movement in respect of equity shares of Syngene held by the RSU Trust is as follows:
Opening balance 1,989,258 2,000,000
Less: Shares exercised by employees (197,353) (10,742)
Closing balance 1,791,905 1,989,258
232
Related parties where control exists and related parties with whom transactions have taken place during the year are listed below:
Sl. Name of the related party Relationship Description of transactions April 1, 2017 to Balance as at April 1, 2016 to Balance as at
No. March 31, 2018 March 31, 2018 March 31, 2017 March 31, 2017
6/15/2018 8:25:50 PM
Biocon Limited & Subsidiaries
(b) Guarantees
(i) Corporate guarantees given to Central Excise Department 148 648
(ii) Guarantees given by banks on behalf of the Group for contractual obligations of the Group.
21 20
(ii) Commitments:
(a) Estimated amount of contracts remaining to be executed on capital account and not provided for, net of 5,270 1,925
advances
(II) Rent
The Group has entered into lease agreements for use of land and buildings which expires over a period ranging
upto 2027. Gross rental expenses for the year aggregate to ` 97 (March 31, 2017 - ` 57).
Future minimum rentals payable under non-cancellable operating leases are as follows:
Not later than one year 30 -
Later than one year and not later than five years 44 -
Later than five years 180 -
Assumptions regarding future mortality experience are set in accordance with published statistics and mortality tables.
The weighted average duration of the defined benefit obligation was 6 years (March 31, 2017 - 8 years).
These defined benefit plans expose the Group to actuarial risks, such as longevity and interest rate risk.
March 31, 2017 FVTPL FVTOCI Amortised Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non-current investments - - 1,458 1,458 - - - -
Derivative assets 71 2,080 - 2,151 - 2,151 - 2,151
Current investments 8,530 - 2,120 10,650 8,530 - - 8,530
Trade receivables - - 8,832 8,832 - - - -
Cash and cash equivalents - - 7,102 7,102 - - - -
Other bank balances - - 3,341 3,341 - - - -
Other financial assets - - 2,340 2,340 - - - -
8,601 2,080 25,193 35,874 8,530 2,151 - 10,681
Financial liabilities
Borrowings - - 23,025 23,025 - - - -
Trade payables - - 7,397 7,397 - - - -
Derivative liability - 124 - 124 - 124 - 124
Other financial liabilities - - 3,116 3,116 - - - -
- 124 33,538 33,662 - 124 - 124
Fair value of liquid investments are based on quoted price. Derivative financial instruments are valued based on quoted prices for similar assets and
liabilities in active markets or inputs that are directly or indirectly observable in the market place.
Sensitivity analysis
For the fair values of forward contracts of foreign currencies, reasonably possible changes at the reporting date to one of the significant observable
inputs, holding other inputs constant, would have the following effects.
The Group has exposure to the following risks arising from financial instruments:
- Credit risk
- Liquidity risk
- Market risk
The Group’s risk management is carried out by the treasury department under policies approved by the Board of Directors. The Board provides written
principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of
derivative and non-derivative financial instruments and investment of excess liquidity.
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract, leading to financial loss. The
credit risk arises principally from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and
financial institutions and other financial instruments.
Customer credit risk is managed by each business unit subject to Group’s established policy, procedures and control relating to customer credit risk
management. The Audit and Risk Management Committee of the respective Company’s has established a credit policy under which each new customer
is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s review
includes external ratings, where available, and other publicly available financial information. Outstanding customer receivables are regularly monitored
and any shipments to major customers are generally covered by letters of credit or other forms of credit insurance.
The Group establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. The
maximum exposure to credit risk as at reporting date is primarily from trade receivables amounting to ` 10,639 (March 31, 2017: ` 8,832). The movement
in allowance for impairment in respect of trade receivables, unbilled revenue and other receivables during the year was as follows:
Allowance for credit loss March 31, 2018 March 31, 2017
Opening balance 90 56
Allowance for credit loss recognised / (reversed) 47 34
Closing balance 137 90
Receivable from one customer of the Group’s trade receivables is ` 1,281 (March 31, 2017 - ` 785) which is more than 10 percent of the Group’s total
trade receivables.
Credit risk on cash and cash equivalent and derivatives is limited as the Group generally transacts with banks and financial institutions with high credit
ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units, bonds and
non-convertible debentures.
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity
to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Group’s reputation.
The Group believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived. In addition, the Group
maintains lines of credit as stated in note 15 and note 19.
A future breach of covenants may require the Group to repay the borrowings earlier than indicated in the below table. The covenants are monitored on
a regular basis by the treasury department and regularly reported to management to ensure compliance with the agreements.
The table below provides details regarding the undiscounted contractual maturities of significant financial liabilities as of March 31, 2018:
Particulars Less than 1 year 1 - 2 years 2-5 years 5 - 7 years Total
Long-term borrowings 3,439 5,823 11,554 521 21,337
Short-term borrowings 1,303 - - - 1,303
Trade payables 10,053 - - - 10,053
Other financial liabilities 2,186 185 - - 2,371
Total 16,981 6,008 11,554 521 35,064
The table below provides details regarding the undiscounted contractual maturities of significant financial liabilities as of March 31, 2017:
Particulars Less than 1 year 1 - 2 years 2-5 years 5 - 7 years Total
Long-term borrowings 971 3,418 15,230 2,434 22,053
Short-term borrowings 972 - - - 972
Trade payables 7,397 - - - 7,397
Other financial liabilities 3,177 63 - - 3,240
Total 12,517 3,481 15,230 2,434 33,662
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices, such as foreign
exchange rates, interest rates and equity prices.
The Group operates internationally and a major portion of the business is transacted in several currencies and consequently, the Group is exposed to
foreign exchange risk through operating and borrowing activities in foreign currency. The Group holds derivative instruments such as foreign exchange
forward and option contracts to mitigate the risk of changes in exchange rates and foreign currency exposure.
The currency profile of financial assets and financial liabilities as at March 31, 2018 and March 31, 2017 are as below:
The sensitivity of profit or loss to changes in exchange rates arises mainly from foreign currency denominated financial instruments and the impact on
other components of equity arises from foreign exchange forward/option contracts designated as cash flow hedges.
Particulars Impact on profit or loss Impact on other
components of equity
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
USD Sensitivity
INR/USD - Increase by 1% (152) (165) (501) (387)
INR/USD - Decrease by 1% 152 165 501 388
EUR Sensitivity
INR/EUR - Increase by 1% 1 (2) (2) (2)
INR/EUR - Decrease by 1% (1) 2 2 2
Derivative financial instruments
The following table gives details in respect of outstanding foreign exchange forward and option contracts:
Particulars March 31, 2018 March 31, 2017
(in Million)
Foreign exchange forward contracts to buy USD 383 USD 30
European style option contracts with periodical maturity dates USD 190 USD 320
European style option contracts with periodical maturity dates - USD 2
European style range forward contracts with periodical maturity dates USD 52 -
European style range forward contracts with periodical maturity dates EUR 9 EUR 6
The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk. During
the year ended March 31, 2018 and March 31, 2017 the Group’s borrowings at variable rate were mainly denominated in USD.
The exposure of the Group’s borrowing to interest rate changes at the end of the reporting period are as follows:
The Group policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this when necessary. They are therefore not
subject to interest rate risk as defined under Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of change in
market interest rates.
The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods.
The amount of future dividends of equity shares will be balanced with efforts to continue to maintain an adequate liquidity status.
The capital structure as of March 31, 2018 and 2017 was as follows:
Tax effects of amounts which are not deductible / (taxable) in calculating taxable income
Difference in overseas tax rates - 203
Weighted deduction on research and development expenditure (294) (520)
Exempt income and other deductions (851) (1,020)
Non-deductible expense 149 123
Tax losses 535 (131)
Tax on exceptional items - 78
Share in profit of joint venture (65) (56)
Others (16) (2)
Income tax expense 1,569 1,616
For the year ended March 31, 2017 Opening balance Recognised in Recognised Recognised Closing
profit or loss in OCI in equity balance
Deferred tax liability
Property, plant and equipment, investment 686 (1) - - 685
property and intangible assets
Derivative assets - - 201 - 201
Others - 30 - - 30
Gross deferred tax liability 686 29 201 - 916
Below is the summarised financial information for Syngene International Limited that has non-controlling interests that is material to the Group. The
amounts disclosed for the subsidiary are before inter-company eliminations.
The group had only one joint venture in the name of NeoBiocon FZ LLC (“NeoBiocon”) , incorporated in Dubai as at March 31, 2018 holding 49% (March 31,
2017: 49%) of the equity stake and accounted for using the equity method. In the opinion of the directors is material to the Group. NeoBiocon has share
capital solely consisting of equity shares, which are held directly by ownership interest in the same proportion of voting rights held.
Non-current liabilities 44 34
Current liabilities 400 299
Total liabilities 444 333
Net assets 1,396 947
Percentage ownership interest 49% 49%
Accumulated Group’s share of net assets 638 422
Other Information
Segment assets 17,681 36,038 2,927 31,890 - - 88,536
Unallocable corporate assets - - - - 11,361 - 11,361
Total assets 99,897
Segment liabilities 4,320 7,704 1,872 14,686 - - 28,582
Unallocable corporate liabilities - - - - 14,830 - 14,830
Total liabilities 43,412
Other Information
Segment assets 16,116 34,111 2,386 27,738 - - 80,351
Unallocable corporate assets - - - - 13,591 - 13,591
Total assets 93,942
Segment liabilities 3,548 8,251 1,650 13,607 - - 27,056
Unallocable corporate liabilities - - - - 14,748 - 14,748
Total liabilities 41,804
Geographical segments
Revenues, net April 1, 2017 to April 1, 2016 to
March 31, 2018 March 31, 2017
India 13,390 11,799
United States of America 10,072 8,997
Rest of the world 17,835 18,420
Total 41,297 39,216
No customer individually account for more than 10% of the revenue in the year ended March 31, 2018 and March 31, 2017.
The expenses that are not directly attributable and that can not be allocated to a business segment on a reasonable basis are shown as unallocated
corporate expenses.
Segment assets include all operating assets used by the business segment and consist principally of fixed assets and current assets. Segment liabilities
comprise of liabilities which can be directly allocated against the respective segments. Assets and liabilities that have not been allocated between
segments are shown as part of unallocated corporate assets and liabilities respectively.
246
Name of Entity Net assets as at Share in profit or loss Share in other comprehensive income Share in total comprehensive income
March 31, 2018 for the year ended for the year ended for the year ended
March 31, 2018 March 31, 2018 March 31, 2018
6/15/2018 8:25:53 PM
Name of Entity Net assets as at Share in profit or loss Share in other comprehensive income Share in total comprehensive income
March 31, 2017 for the year ended for the year ended for the year ended
March 31, 2017 March 31, 2017 March 31, 2017
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
Financial Report
247
Biocon Limited & Subsidiaries
6/15/2018 8:25:54 PM
42. Other notes
(a) The Company had entered into transactions of sale of products to a private company during the year ended March 31, 2013 and 2012 amounting
to ` 28 and ` 17 respectively that required prior approval from Central Government under Section 297 of the Companies Act, 1956. These transactions,
entered into at prevailing market prices were approved by the Board of Directors of the Company. During the year ended March 31, 2014, the Company
had filed application with the Central Government for approval of such transactions and for compounding of such non-compliance and same is pending
with Central Government as at March 31, 2018.
(a) Gross amount required to be spent by the Group during the year is ` 141; and
Amount in Rupees
Particulars SBNs* Other Total
denomination
notes
Closing cash in hand as on November 8, 2016 523,000 1,398,946 1,921,946
(+) Permitted receipts - 1,956,642 1,956,642
(-) Permitted payments - (2,556,809) (2,556,809)
(-) Amount deposited in Banks (523,000) - (523,000)
Closing cash in hand as on December 30, 2016 - 798,779 798,779
* For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India,
in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the November 8, 2016.
45. The previous year’s figures have been re-grouped/ reclassified, where necessary to confirm to current year’s classification.
Biocon Limited
20th KM Hosur Road
Electronic City
Bengaluru – 560 100, India
T – +91 80 2808 2808
W – www.biocon.com
@bioconlimited
company/biocon
bioconlimited
bioconblog.com
NOTE: The Financial Report Section of the Annual Report 2018 has been printed on eco-friendly, recycled paper as part of our
commitment to sustainability. Keeping the weather condition in mind, a plastic envelope has been used, however, we have taken
care to use recycled plastic.
Biocon Limited
20th KM Hosur Road, Electronic City, Bengaluru – 560 100, India
T – +91 80 2808 2808
E – corporate.communications@biocon.com
W – www.biocon.com