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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):195.78
NSE Symbol:CIPLA
Div & Yield %:0.66
Market Cap (Rs Cr.):36577.09
P/E(TTM):16.69
EPS(TTM):27.19
Face Value(Rs):2
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Dear Members,

The Board of Directors are pleased to submit its report on the performance of the Company along with the audited Standalone as well as Consolidated financial statements for the year ended 31st March, 2019.

Financial Summary and State of Affairs

Particulars

Year ended 31st March, 2019

Year ended 31st March, 2018

Standalone Consolidated Standalone Consolidated
Gross Total revenue 12374.01 16362.41 11444.81 15219.25
Profit before tax and exceptional item 2492.83 2079.14 1988.92 1746.98
Profit for the year (after tax and attributable to shareholders) 1888.41 1527.70 1468.52 1410.53
Other Comprehensive Income for the year (not to be reclassified to P&L) 7.81 34.91 1.77 24.30
Other Comprehensive Income for the year (to be reclassified to P&L) 31.75 (324.85) 0.47 369.23
Surplus brought forward from last balance sheet 9214.31 8988.78 7933.29 7774.11
Profit available for appropriation 11110.53 10535.40 9403.58 9188.05
Appropriations:
Dividend (241.57) (241.57) (160.94) (160.94)
Tax on Dividend (40.40) (42.52) (28.33) (28.33)
Surplus carried forward 10828.56 10251.31 9214.31 8998.78

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

The Standalone as well as the Consolidated financial statements have been prepared in accordance with the Indian Accounting Standards ('Ind AS').

Share Capital

During the year under review, 582102 equity shares were issued and allotted under Employee Stock Option Scheme. Consequently, the issued, subscribed and paid up share capital of the Company as on 31st March, 2019 stood at H1,61,14,02,532/- divided into 805701266 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

In line with the Dividend Distribution Policy of the Company, we recommend a final dividend of H3/- per equity share (i.e. 150 % of face value) for the FY 18-19. The dividend, if approved at the Annual General Meeting (AGM), will be paid to those members whose names will appear in the Register of Members as on close of Thursday, 1st August, 2019. The total dividend pay-out will amount to approximately H241.71 crore (excluding dividend distribution tax of H49.69 crore) resulting in a pay-out of 12.80% of the Standalone profit after tax of the Company.

Reserve

The Company has not transferred any amount to the Reserve for the financial year ended 31st March, 2019.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

Corporate Social Responsibility (CSR)

At Cipla, we consider it as our responsibility to support underprivileged people, to live a life with dignity and quality. Cipla undertake its CSR activities primarily in quality health, education and skilling. A detailed report on Cipla's various CSR initiatives has been provided in a separate section "Corporate Social Responsibility". The Corporate Social Responsibility Report also contains the Annual Report on CSR initiatives as required under section 135 of the Companies Act, 2013 (the Act) which is annexed as Annexure I to this report.

Business Responsibility Report

As mandated by the Securities and Exchange Board of India (SEBI), the Business Responsibility Report (BRR) forms part of the Annual Report. Since the Company is publishing Annual Report under International Integrated Reporting Council (IIRC) framework, report 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 is provided in relevant sections of the IR with suitable references to the BRR.

Corporate Governance

In compliance with the provisions of the Listing Regulations, the Report on Corporate Governance for the year under review, is presented in a separate section, forming part of the Annual Report.

A certificate from M/s. BNP & Associates, confirming compliance of 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, 2019 and of the profit of the Company for the year ended 31st March, 2019;

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 to this report as Annexure III.

Employee Stock Option Scheme

The Company has an Employee Stock Option (ESOP) scheme, namely "Employee Stock Option Scheme 2013-A" (ESOP Scheme) which helps the Company to retain and attract right talent. The Nomination and Remuneration Committee (NRC) administers the Company's ESOP scheme. There were no changes 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 [SEBI (SBEB) Regulations, 2014].

In compliance with the requirement of SEBI (SBEB) Regulations, 2014, a certificate from auditor, confirming implementation of ESOP Scheme in accordance with the said regulations and shareholder's resolution, will be placed at the ensuing annual general meeting of the Company.

The requisite applicable disclosures under the SEBI (SBEB) Regulations, 2014 as on 31st March, 2019 will be uploaded on the Company's website at www.cipla.com.

Details of the Employee Stock Option Scheme 2013-A have also been provided under Note No. 42 of the Standalone financial statement.

Human Resources

Details of remuneration as 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 annexed as Annexure IV.

Particulars of employee remuneration as 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 Company's website www.cipla.com and is also available for inspection at the registered office of the Company during working hours for a period of 21 days before the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Particulars of Loans, Guarantees and Investments

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

Extract of Annual Return

An extract of the annual return of the Company has been placed on the website of the Company and can be accessed at www.cipla.com under the investor information section. The extract of the annual return for FY 18-19 is given as Annexure V.

Vigil Mechanism

The Company has formulated a Whistle-Blower Policy, which serves as a mechanism for its directors, employees and external stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. 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 has been constituted to investigate whistle-blower complaints. Directors, employees and external stakeholders can report their genuine concerns either in writing or by an email to the Chairperson of Ethics Committee or to the Chief Internal Auditor at ethics@cipla.com or to the Chairperson of Audit Committee at audit.chairman@cipla.com. The complaints, reports and actions taken are presented to the Audit Committee on a quarterly basis. The WhistleBlower Policy is available on the Company's website at https://www.cipla.com//uploads/investor/1530187336_ Whistle%20Blower%20Policy%20V1%20fc.pdf

A brief note on the highlights of the Whistle-Blower Policy and compliance with the Code of Conduct has also been provided in the Report on Corporate Governance, which forms part of this Annual Report.

Failure to implement any Corporate Action

There were no instances where the Company failed to implement any corporate action within the specified time limit.

Prevention of Sexual Harassment of Women at Workplace

The Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is available on the Company website at https://www.cipla.com// uploads/investor/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.

The Company is in compliance with the provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Contract and Arrangements with Related Parties

A detailed note on procedure adopted by the Company in dealing with contracts and arrangements with related parties has been provided in the Report on Corporate Governance, which forms part of this Annual Report.

All contracts, arrangements and transactions entered by the Company with related parties during FY 18-19 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 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 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.

The policy on dealing with related party transactions is available on the Company's website at https://www. cipla.com//uploads/investor/1532683654_Cipla%20 Limited%20-%20Policy%20on%20Dealing%20with%20 Related%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 its Adequacy

Cipla has an adequate system of internal controls that is commensurate with the nature of our business and the size and complexity of our operations. The Company has adopted policies and procedures covering all financial and operating functions. These controls have been designed to provide reasonable assurance over:

• Effectiveness and efficiency of operations

• Prevention and detection of frauds and errors

• Safeguarding of assets from unauthorised use or losses

• Compliance with applicable laws and regulations

• Accuracy and completeness of accounting records

• Timely preparation of reliable financial information

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

The Company has an internal audit function, which is supported by dedicated outsourced teams. The internal audit plan is approved by the Audit Committee at the beginning of every year. Every quarter, the Audit Committee is presented with key control issues and the actions taken on issues highlighted in the previous reports.

The Audit Committee deliberates with the management, considers the systems as laid down, and meets the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. The Company recognises the fact that any internal control framework would have some inherent limitations and hence has inculcated a process of periodic audits and reviews to ensure that such systems and controls are updated at regular intervals.

Risk Management

The Company has put in place an Enterprise Risk Management (ERM) framework. Every quarter, a detailed update on ERM is presented and deliberated upon in the meetings of the Investment and Risk Management Committee of the Board. In terms of the provisions of Section 134 of the Act, a detailed note on Risk Management has been provided on page no. 36 of this report.

Deposits

During FY 18-19, 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.

Board Evaluation

The evaluation of all the Directors including the Chairman, the Executive Vice-Chairperson and the Managing Director and Global CEO, 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 Corporate Governance Report.

Subsidiaries and Associates

At the beginning of the year, the Company had 49 subsidiaries and 1 associate as against 48 subsidiaries and 2 associates as on 31st March, 2019. During the year, the following companies were incorporated, acquired, liquidated or divested:

During the year, Madison Pharmaceuticals Inc. was incorporated in USA and Cipla Gulf FZ- LLC in Dubai for strengthening its business operations. In South Africa, Mirren (Pty) Limited was acquired as a part of strategy to strengthen its OTC portfolio. In USA, 33.3% stake was acquired in Avenue Therapeutics Inc. for building specialty business in USA. The Company's wholly owned subsidiary Goldencross Pharma Private Limited acquired minority stake i.e. 11.71% in Wellthy Therapeutics Private Limited.

During the year, 4 non-operating subsidiaries viz. Xeragen Laboratories (Pty) Limited, Galilee Marketing (Pty) Ltd, Med Man Care (Pty) Ltd in South Africa and Cipla FZE in Dubai were liquidated.

Details of these subsidiaries and associates are set out on Page 283 of the Annual Report. Pursuant to section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, a statements containing salient features of the financial statement of the subsidiary and associate companies is given on Page 334 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 subsidiaries will be available on the Company's website www.cipla.com and will also be available for inspection by the members at the registered office of the Company during business hours. Copies of the said financial statements will be made available to any member of the Company and those of the respective subsidiaries upon request.

Directors and Key Managerial Personnel

Ms lreena Vittal, Independent Director resigned from the Board of the Company effective 1st April, 2019 due to her other professional commitments resulting in her inability to devote as much time as she need to. She has confirmed that there were no other material reasons for her resignation other than the one stated above. Consequent to the said resignation, she also ceased to be the member of the Audit Committee and the Nomination and Remuneration Committee w.e.f. 1st April, 2019. The Board places on record its sincere appreciation for the contribution made by her as a member of the Board.

Mr Adil Zainulbhai was appointed as the member of Audit Committee and Dr Peter Mugyenyi was appointed as the member of Nomination and Remuneration Committee w.e.f. 7th February, 2019

The tenure of appointment of Mr Ashok Sinha, Dr Peter Mugyenyi and Mr Adil Zainulbhai as independent directors will conclude on 2nd September 2019 and the tenure of appointment of Ms Punita Lal as independent director will conclude on 12th November, 2019. Pursuant to the provisions of section 149 and 152 of the Companies Act 2013, the recommendation of the Nomination and Remuneration Committee and the report of performance evaluation, the Board recommends re-appointment of the above-mentioned Independent directors for a further term of 5 consecutive years.

Mr Umang Vohra, Managing Director and Global Chief Executive Officer, retires by rotation and being eligible, offers himself for re-appointment. The Board on the basis of recommendation of the Nomination and Remuneration Committee recommends the re-appointment of Mr Umang Vohra as Director liable to retire by rotation.

Brief resume, nature of expertise in specific functional areas, names of companies in which the above-named directors hold directorships, committee memberships/ chairmanships, 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 Nomination, Remuneration and Board Diversity Policy, disclosed as Exhibit A to the Report on Corporate Governance.

As on 31st March 2019, the Company had the following Key Managerial Personnel ("KMP") as per section 2(51) of the Act:

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

Except Mr Peter Lankau, who received remuneration from InvaGen Pharmaceuticals Inc. a wholly owned subsidiary of Cipla Limited, none of the directors including the Managing Director and Global CEO nor 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 of the Company 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. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

Committees of 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 five 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 of various Board Committees, 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) were appointed as the Statutory Auditor of the Company at the AGM held on 28th September, 2016 to hold office till the conclusion of 85th AGM of 2021. The Company has received a certificate from the Statutory Auditor confirming 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 Auditor to the Audit Committee or the Board pursuant to section 143(12) of the Act. The Auditor's Report for FY 18-19 does not contain any qualification, reservation or adverse remark.

Secretarial Auditor & its Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed to this report as Annexure VI. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s BNP & Associates, Company Secretaries, Mumbai to conduct the secretarial audit of the Company for the FY 19-20. They have confirmed that they are eligible for the said appointment.

Cost Auditor and Cost Audit Report

The Cost Records of the Company are maintained in accordance with the provisions of section 148(1) of the Act as specified by the Central Government. The Cost Audit Report, for the year ended 31st March, 2018, was filed with the Central Government within the prescribed time.

The Board, on 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, 2019. The Cost Auditor will submit his report for the FY 18-19 on or before the due date.

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 Auditor for FY 19-20 is required to be ratified by the members, the Board recommends the same for approval by members at the ensuing 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 in the Integrated Report section of the Annual Report.

Acknowledgements

We wish to place on record our appreciation to the Government of various countries where the Company has its operations. We thank the Ministry of Chemicals & Fertilizers, Central Government, State Government, 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 also like to place on record our deep sense of appreciation to the employees for their contribution and services.

On behalf of the Board
Date: 22nd May, 2019 Y. K. Hamied
Place: New York Chairman

   

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