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Director's Report
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Cipla LtdIndustry : Pharmaceuticals - Indian - Bulk Drugs & Formln
BSE Code:500087
ISIN Demat:INE059A01026
Book Value(Rs):215.83
NSE Symbol:CIPLA
Div & Yield %:0.5
Market Cap (Rs Cr.):65059.01
P/E(TTM):29.12
EPS(TTM):27.71
Face Value(Rs):2
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Dear Members,

The Board of Directors ('Board') are pleased to submit its report on the performance of the Company, along with the audited standalone and consolidated financial statements for the year ended 31st March, 2020.

Financial Summary and State of Affairs

Rs. in Crore

Particulars Year ended 31st March, 2019 Year ended 31st March, 2020
Standalone Consolidated Standalone Consolidated
Gross total revenue 12,374.01 16,362.41 12,659.15 17,131.99
Profit before tax and exceptional items 2,492.83 2,079.14 2,964.31 2,178.18
Profit for the year (after tax and attributable to shareholders) 1,888.41 1,527.70 2,318.17 1,546.52
Other comprehensive income for the year (not to be reclassified to P&L) 7.81 34.91 (15.30) (9.42)
Other comprehensive Income for the year (to be reclassified to P&L) 31.75 (324.85) (49.13) (119.98)
Surplus brought forward from last balance sheet 9,214.31 8,988.78 10,828.56 10,251.31
Profit available for appropriation 11,110.53 10,535.40 13,131.43 11,782.08
Appropriations:
Dividend (241.57) (241.57) (564.26) (564.26)
Tax on dividend (40.40) (42.52) (87.45) (99.94)
Surplus carried forward 10,828.56 10,251.31 12,479.72 11,117.88

The financial results and the results of operations, including major developments, have been discussed in detail in the Management Discussion and Analysis report.

The standalone and the consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS).

Share capital

During the year under review, the Company issued and allotted fully paid up 5,34,063 equity shares to its employees under the Employee Stock Option Scheme 2013-A. As a result, the issued, subscribed and paid up share capital of the Company increased from H1,61,14,02,532/- (divided into 80,57,01,266 equity shares of H2/- each) to H1,61,24,70,658/- (divided into 80,62,35,329 equity shares of H2/- each). The equity shares issued under the Employee Stock Option Scheme 2013-A rank pari-passu with the existing equity shares of the Company.

Dividend

The Board of Directors at its meeting held on 12th March, 2020, approved payment of interim dividend of H3 per equity share and one-time special dividend of H1 per equity share of face value of H2 each. The total dividend approved was H4 per equity share (i.e. 200%) of face value of H2 each. The dividend was paid to those shareholders whose name was registered in the Register of Members as on 20th March, 2020 being the record date. The Board does not recommend any final dividend, and accordingly the total interim dividend of H4/- per equity share declared by the Board at its meeting held on 12th March, 2020 is to be considered as the final dividend for FY 2019-20. The Company has paid approximately H322.49 crore (excluding dividend distribution tax of H66.29 crore) on account of dividend, which is equivalent to 13.91% of the standalone profit after tax of the Company.

The Company is in compliance with its Dividend Distribution Policy as approved by the Board. In compliance with the requirements under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Policy is annexed as Exhibit B to the Report on Corporate Governance.

Reserves

The Company has not transferred any amount to any reserve for the financial year ended 31st March, 2020.

Nature of business

The Company is engaged in the development, manufacture, sale and distribution of pharmaceutical generic and branded generic medicines. During the year, there has been no change in the nature of business of the Company.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis report for the year under review, is presented in a separate section, on page no. 121 of this report.

Corporate Social Responsibility (CSR)

A detailed report on Cipla's CSR initiatives has been provided in the Social Capital section forming part of the Integrated Report on page no. 100 and the Annual Report on CSR initiatives, as required under section 135 of the Companies Act, 2013 (Act) is annexed as Annexure I to this report on page no. 149. Details of CSR Committee composition, role and meetings etc. have been provided in the Report on Corporate Governance on page no. 202.

Business Responsibility Report

In compliance with the provisions of Regulation 34 of the Listing Regulations, the Business Responsibility Report (BRR) is presented in a separate section on page no. 175 of this report. Since the Company has adopted the International Integrated Reporting Council (IIRC) framework for publishing the Annual Report, reports on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the Ministry of Corporate Affairs, Government of India, is provided in relevant sections of the Integrated Report with suitable references in the BRR.

Corporate Governance

In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review is presented in a separate section on page no. 182 of this report.

A certificate from M/s BNP & Associates, confirming compliance with the conditions of corporate governance, as stipulated under the Listing Regulations, is annexed as Annexure II to this report.

Directors' Responsibility Statement

Pursuant to section 134(3)(c) of the Act it is confirmed that the directors have:

i. Followed applicable accounting standards in the preparation of the annual accounts and there are no material departures for the same;

ii. 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 as on 31st March, 2020 and of the profit of the Company for the year ended 31st March, 2020;

iii. Taken proper and sufficient care for 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 fraud and other irregularities;

iv. Prepared the annual accounts on a going concern basis;

v. Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure III to this report.

Employee Stock Option Scheme

The Company has an Employee Stock Option Scheme, namely, 'Employee Stock Option Scheme 2013-A' (ESOP scheme) that helps the Company to retain and attract the right talent. The Nomination and Remuneration Committee (NRC) administers the ESOP scheme. There was no change in the ESOP scheme during the financial year under review. The ESOP scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). Details of the Employee Stock Option Scheme 2013-A have also been provided in note no. 42 of the standalone financial statement. During FY 2019-20, no employee was issued options equal to or exceeding 1% of the issued share capital (AGM) of the Company at the time of grant.

In compliance with the requirements of the SBEB Regulations, a certificate from auditors confirming implementation of ESOP Scheme in accordance with the said regulations and shareholder's resolution, will be available electronically for inspection by the members during the annual general meeting of the Company.

Details of the shares issued under ESOP scheme and the disclosures in compliance with SBEB Regulations, are uploaded on the Company's website at https://www. cipla.com/investors/annual-reports .

Human Resources

Information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure IV to this report.

Information required under section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. The information will be available on the website of the Company at https://www.cipla.com/investors/annual- reports .

Particulars of loans, guarantees and investments

Particulars of loans, guarantees and investments under section 186 of the Act have been provided in Note No. 44 to the standalone financial statements.

Extract of annual return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Act, extract of the annual return as on

31st March, 2020 in Form MGT-9 is annexed as Annexure V to this report and has also been placed on the website of the Company at https://www.cipla.com/investors/ annual-reports.

Vigil mechanism

Cipla is committed to foster an environment of honest and open communication and discussion, consistent with our values. The Company has formulated a Whistle-Blower Policy, which lays down the process to convey genuine concerns to the management and seek resolution towards the same without fear of retaliation. This policy covers reporting of any violation, wrongdoing or non-compliance, including without limitation, those relating to the Code of Conduct, policies and standard procedures of Cipla, and any incident involving leak or suspected leak of unpublished price sensitive information (UPSI) or unethical use of UPSI, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

Directors, employees and external stakeholders can report their genuine concerns either in writing or by email to the Chairperson of the Ethics Committee or to the Chief Internal Auditor at ethics@cipla.com or to the Chairperson of the Audit Committee at audit.chairman@ cipla.com . An Ethics Committee consisting of the Global Chief People Officer (GCPO) as Chairperson, the Global Chief Financial Officer (GCFO), the Global General Counsel (GC) and the Global Chief Internal Auditor investigate whistle-blower complaints. A report on functioning of the mechanism including the complaints received and actions taken is presented to the Audit Committee on a quarterly basis. The Whistle-Blower Policy is available on the Company's website at https:// www.cipla.com/sites/default/files/2020-02/Whistle%20 Blower%20Policy%20V3-%20Final.pdf .

Detailed updates on the functioning of the WhistleBlower Policy and compliance with the Code of Conduct have also been provided in the Report on Corporate Governance, on page no. 207.

Failure to implement any corporate action

During the year under review, the Company issued shares under its ESOP scheme, paid the final dividend for FY 2018-19 and Interim and Special Dividend for FY 2019-20. There were no instances where the Company failed to implement any corporate action mentioned herewith, within the specified time limit.

Prevention of Sexual Harassment of Women at Workplace

The Company has instituted a policy on Prevention of Sexual Harassment at Workplace, which is available on the Company website at https://www.cipla.com/ sites/default/files/1558508425_POSH-%20Cipla.pdf . All employees, consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company, its subsidiaries and/or its affiliated or group companies are covered by the said policy. Adequate workshops and awareness programmes against sexual harassment are conducted across the organisation.

Your Company has constituted an Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and is accordingly fully compliant.

Details of complaints received/disposed during FY 2019-20 are provided in the Report on Corporate Governance on page no. 211.

Related party transactions

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties has been provided in the Report on Corporate Governance.

All contracts, arrangements and transactions entered into by the Company with related parties during FY 2019-20 were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company's policy on dealing with related party transactions. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However, detailed disclosure on related party transactions as per IND AS- 24 containing the name of the related party and details of the transactions entered with such related party have been provided under Note No. 41 of the standalone financial statements on page no. 295.

The policy on dealing with related party transactions is available on the Company's website https://www.cipla.com/ sites/default/files/2020-06/Policy%20on%20dealing%20 with%20Related%20Party%20Transactions.pdf.

Material changes and commitments affecting financial position between end of financial year and date of report

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

Significant and material orders passed by regulators or courts or tribunals

No significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

Internal financial controls and their adequacy

Cipla has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial controls is aligned with the statutory requirements and is in line with the globally accepted risk-based framework issued by the Committee of Sponsoring Organisations (COSO) of the Treadway Commission. The internal financial controls are adequate and operating effectively.

Effectiveness of internal financial controls is ensured through management reviews, controlled selfassessment and independent testing by the Internal Audit Team.

The Chairman on behalf of Audit Committee has confirmed the adequacy of internal financial controls in the Audit Committee Report which forms part of Report of Corporate Governance on page no. 196.

Risk management

The Board of Directors of the Company has formed an Investment and Risk Management Committee (IRMC) which oversees the Enterprise Risk Management (ERM) process. An update on ERM activities is presented and deliberated upon in the IRMC meetings on quarterly basis and atleast once in a year at the Board level. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In terms of the provisions of Section 134 of the Act, a detailed note on Risk Management has been provided on page no. 48 of this report.

Deposits

During FY 2019-20, the Company did not accept any deposit within the meaning of sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on 31st March, 2020.

Board evaluation

The evaluation of all the directors including the Chairman, the Executive Vice-Chairperson and the Managing Director and Global Chief Executive Officer, Board committees and the Board as a whole was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance on page no. 190.

Subsidiaries, associates and joint ventures

At the beginning of the year, the Company had 49 subsidiaries and 1 associate, as against 51 subsidiaries and 4 associates as on 31st March, 2020. During the year, the following companies were incorporated, acquired, liquidated or divested:

o Incorporation of Cipla Pharmaceuticals Limited in India for setting up facilities for DPI dosage and for further expansion of MDI and FFS Respule Dosage, Cipla (Colombia) SAS in Colombia and Cipla (China) Pharmaceutical Co. Limited in China for strengthening its business portfolio in foreign markets;

o Incorporation of Cipla (Jiangsu) Pharmaceutical Co, Limited as Joint venture between Cipla (EU) Limited and Jiangsu Acebright Pharmaceutical Co. Limited for exploring business opportunities and manufacture of pharmaceutical products in China;

o Acquisition of the remaining 40% stake in Cipla Pharma Lanka Private Limited (CPL) by Cipla (EU) Limited, to further strengthen its presence in Sri Lanka. Upon acquisition CPL has become a wholly owned subsidiary of Cipla (EU) Limited;

o Acquisition of a 30% stake in Brandmed (Pty) Limited by Cipla Medpro South Africa (Pty) Limited to enhance its diversified portfolio in the noncommunicable diseases area;

o Acquisition of a 26% stake in AMPSolar Power Systems Private Limited to enhance the proportion of renewable (solar) based power consumption, and to comply with regulatory requirement for captive power consumption under electricity laws; and

o Liquidation of Tasfiye Halinde Cipla ilag Ticaret Anonim irketi, Turkey.

Details of these subsidiaries and associates are set out on page no. 361 of the Annual Report. Pursuant to section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of the subsidiary and associate companies in Form AOC-1 is given on page no. 420 of the Annual Report. The statement also provides details of the performance and the financial position of each of the subsidiaries and associates. The consolidated financial statements presented in this annual report include financial results of the subsidiary and associate companies.

Copies of the financial statements of the subsidiary companies are available in the Investors section on the Company's website www.cipla.com .

Directors and Key Managerial Personnel

Mr Peter Lankau, Independent Director, resigned from the Board of the Company effective 1st July, 2019 due to his other professional engagement in the same industry in the USA resulting in conflict of interest. He confirmed that there were no other material reasons for his resignation other than the one stated above.

Pursuant to the provisions of sections 149 and 152 of the Act, the recommendation of the Nomination and Remuneration Committee and on the basis of the performance evaluation report, the Board after considering the integrity, expertise and experience of Ms Naina Lal Kidwai, recommends her re-appointment as Independent Director of the Company for a second term of five consecutive years w.e.f. the expiry of her present term i.e. 6th November, 2020.

The Board, on the basis of recommendation of the Nomination and Remuneration Committee, recommends the re-appointment of Ms Samina Hamied as a Whole-Time Director designated as Executive Vice-Chairperson of the Company for a period of five years, w.e.f. 10th July, 2020.

Mr S Radhakrishnan, Non-Executive Director, retires by rotation and, being eligible, has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends the re-appointment of Mr S Radhakrishnan as director, liable to retire by rotation.

The Board recommends the aforementioned appointments for approval of the members at the ensuing AGM. Brief resume, expertise in specific functional areas, names of listed companies in which the above-named directors hold directorships, committee memberships/ chairmanships, disclosure of relationships between directors inter-se, shareholding in Cipla etc., are furnished in notice of the ensuing AGM.

Criteria for determining qualification, positive attributes and independence of a director is given under the Nomination, Remuneration and Board Diversity Policy, disclosed as Exhibit A to the Report on Corporate Governance.

As on 31st March, 2020, the Company has the following Key Managerial Personnel (KMPs) as per section 2(51) of the Act:

Sr. No Name of the KMP Designation
1 Ms Samina Hamied Executive ViceChairperson Managing Director
2 Mr Umang Vohra and Global Chief Executive Officer
3 Mr Kedar Upadhye Global Chief Financial Officer
Company Secretary
4 Mr Rajendra Chopra & Compliance officer

Except for Mr Peter Lankau, Dr Peter Mugyenyi and Mr S Radhakrishnan, none of the directors including the Managing Director and Global Chief Executive Officer and the Whole-Time Director, received any remuneration or commission from any of the Company's subsidiaries during the previous year.

Declaration by independent directors

All independent directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and are independent. The independent directors have also confirmed compliance with the Code of Conduct laid down under Schedule IV of the Act. Details on the same have also been provided in the

Report on Corporate Governance, which forms part of this report.

Committees of the Board, number of meetings of the Board and Board committees

The Board currently has six committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee, the Investment and Risk Management Committee and the Operations and Administrative Committee. All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board.

The Board met six times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. A detailed update on the Board, its committees, its composition, detailed charter including terms of reference, number of Board and Committee meetings held and attendance of the directors at each meeting is provided in the Report on Corporate Governance, which forms part of this report.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively.

Auditor and Auditor's Report

M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No 001076N/ N500013) was appointed as the Statutory Auditor of the Company at the AGM held on 28th September, 2016 to hold the office till the conclusion of the 85th AGM of 2021. The Statutory Auditor has confirmed that they continue to remain eligible to act as the Statutory Auditor of the Company.

There are no instances of any fraud reported by the Auditors to the Audit Committee or to the Board pursuant to section 143(12) of the Act. The Auditor's Report for FY 2019-20 does not contain any qualification, reservation or adverse remark.

Secretarial Auditor and its Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2020 is annexed as Annexure VI to this report. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Board, on the recommendation of the

Audit Committee, has reappointed M/s BNP & Associates, Company Secretaries, Mumbai to conduct the secretarial audit of the Company for FY 2020-21. They have their eligibility for the re-appointment.

Cost Auditor and Cost Audit Report

The Board, on the recommendation of the Audit Committee, had appointed Mr D H Zaveri, practising Cost Accountant (Fellow Membership No. 8971) as cost auditor to conduct the audit of Company's cost records for the financial year ended 31st March, 2020. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) read with Section 148 of the Act. The Cost Auditors will submit their report for FY 2019-20 on or before the due date.

The Cost Records of the Company are maintained in accordance with the provisions of section 148(1) of the Act and the Cost Audit Report, for the year ended 31st March, 2019, was filed with the Central Government within the prescribed time.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors for FY 2020-21 is required to be ratified by the members, the Board recommends the same for approval of the members at the ensuing AGM. The proposal forms part of the notice of the AGM.

Key initiatives with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety

The key initiatives taken by the Company with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety are provided separately under various Capitals in the Integrated Report section of this report.

Acknowledgements

We wish to place on record our appreciation to the governments of various countries where the Company has its operations. We thank Ministry of Chemicals & Fertilizers, India, Central Government, State governments and other regulatory bodies/ authorities, banks, business partners, shareholders, medical practitioners and other stakeholders for the assistance, co-operation and encouragement extended to the Company. We would also like to place on record our deep sense of appreciation to Cipla employees for their contribution and services.

On behalf of the Board
Date: 15th May, 2020 Y K Hamied
Place: London Chairman

   

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