<dhhead>Board's Report:</dhhead>
Your Directors are pleased to present the Twenty Eighth Annual Report
and the Audited Financial Statements of Zydus Lifesciences Limited ("the
Company") for the Financial Year ended on March 31, 2023.
FINANCIAL HIGHLIGHTS:
The financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards ("Ind AS) notified under
section 133 of The Companies Act, 2013 ("the Act"), read with rule 7 of The
Companies (Accounts) Rules, 2014 ("the Accounts Rules").
The standalone and consolidated financial performance of the Company
for the Financial Year ended on March 31, 2023 is summarized below:
H in mio.
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations and
Other Income |
92,800 |
80,156 |
174,240 |
153,346 |
Profit before Interest,
Depreciation, Amortisation and Impairment Expenses & Tax (PBIDT) |
30,028 |
20,968 |
40,465 |
35,654 |
Less: Finance Cost |
2,782 |
1,349 |
1,299 |
1,270 |
Less: Depreciation,
Amortisation and Impairment Expenses |
4,886 |
4,787 |
7,227 |
7,130 |
Less/(Add) : Exceptional
Items |
2,038 |
3,193 |
6,042 |
(1,127) |
Profit Before Tax
(PBT) |
20,322 |
11,639 |
25,897 |
28,381 |
Less: Tax Expenses |
5,030 |
3,060 |
5,878 |
5,117 |
Profit After Tax
(PAT) |
15,292 |
8,579 |
20,019 |
23,264 |
Add: Share of Profit of
Joint Ventures (Net of Tax) |
- |
- |
946 |
462 |
Profit for the year from
continuing operations |
15,292 |
8,579 |
20,965 |
23,726 |
Add: (Loss) / Profit after
tax from discontinued operations |
- |
- |
(46) |
22,457 |
Profit for the year |
15,292 |
8,579 |
20,919 |
46,183 |
Attributable to: |
|
|
|
|
Owners of the Parent |
15,292 |
8,579 |
19,603 |
44,873 |
Non-Controlling Interests |
- |
- |
1,316 |
1,310 |
Other Comprehensive Income
/ (Loss) (Net of Tax) |
(141) |
42 |
(3,144) |
(1,045) |
Total comprehensive income |
15,151 |
8,621 |
17,775 |
45,138 |
Attributable to: |
|
|
|
|
Owners of the Parent |
15,151 |
8,621 |
16,459 |
43,832 |
Non-Controlling Interests |
- |
- |
1,316 |
1,306 |
Opening balance in Retained
Earnings |
92,894 |
87,969 |
154,958 |
113,842 |
Amount available for
appropriation |
108,204 |
96,479 |
174,563 |
158,678 |
Dividend |
2,530 |
3,585 |
2,665 |
3,720 |
Closing Balance in Retained
Earnings |
105,674 |
92,894 |
171,898 |
154,958 |
Earnings Per Share
(EPS) from continuing operations (Face Value of shares of Re. 1/- each) |
15.06 |
8.38 |
19.35 |
21.90 |
EPS from continuing and
discontinued operations (Face Value of shares of Re. 1/- each) |
15.06 |
8.38 |
19.30 |
43.83 |
Note: Previous year figures have been regrouped / re-arranged wherever
necessary.
The Company proposes to retain an amount of H 105,674 mio. (Rupees One
Lakh Five Thousand Six Hundred Seventy Four Million only) in the Statement of Profit and
Loss. The Company proposes not to transfer any amount to general reserve on declaration of
dividend.
RESULTS OF OPERATIONS:
During the year under review, the consolidated revenue from operations
and other income was H 174,240 mio. (Rupees One Lakh Seventy Four Thousand Two Hundred
Forty Million only). The Company has achieved consolidated PBT from continuing operations
of H 25,897 mio. (Rupees Twenty Five Thousand Eight Hundred Ninety Seven Million only) and
consolidated PAT (from continuing and discontinued operations) of H 20,919 mio. (Rupees
Twenty Thousand Nine Hundred Nineteen Million only). The Company achieved a consolidated
total Comprehensive Income of H 17,775 mio. (Rupees Seventeen Thousand Seven Hundred
Seventy Five Million only). The consolidated EPS for the Financial Year ended on March 31,
2023 was H 19.30 (Rupees Nineteen and Paisa Thirty).
During the year under review, the standalone revenue from operations
and other income was H 92,800 mio. (Rupees Ninety Two Thousand Eight Hundred only). The
Company has achieved standalone PBT of H 20,322 mio. (Rupees Twenty Thousand Three Hundred
Twenty Two Million only) and standalone PAT of H 15,292 mio. (Rupees Fifteen Thousand Two
Hundred Ninety Two Million only). The Company achieved a standalone total Comprehensive
Income of H 15,151 mio. (Rupees Fifteen Thousand One Hundred Fifty One Million only). The
standalone EPS for the Financial Year ended on March 31, 2023 was H 15.06 (Rupees Fifteen
and Paisa Six).
DIVIDEND:
Your Directors have recommended a final dividend of H 6.00/- (Rupees
Six only) (i.e. 600%) per equity share of Re. 1/- (Rupee One only) each fully paid-up for
the Financial Year ended on March 31, 2023. The final dividend, if declared by the members
at the ensuing Annual General Meeting ("AGM), will result into cash outflow of
H 6,073.22 mio. (Rupees Six Thousand Seventy Three Million Two Hundred Twenty Thousand
only) and will be paid to those members, whose names stand registered in the Register of
Members on Friday, July 28, 2023 i.e. the record date. In respect of shares held in
demateriaLized mode, it will be paid to the members whose names are furnished by the
National Securities Depository Limited and the Central Depository Services (India)
Limited, as beneficiaL owners. The Dividend Payout Ratio for the Financial Year ended on
March 31, 2023 is 31.01% of profits from continuing operations.
Pursuant to and in compliance with regulation 43A of The Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("the Listing Regulations"), the Company has formulated Dividend
Distribution Policy, which is approved by the Board of Directors ("the Board)
and is uploaded on Company's website and the webLink of the
same is provided in a separate section of Corporate Governance Report,
which forms a part of this Annual Report.
BUYBACK OF EQUITY SHARES:
The Board at its meeting held on May 20, 2022 passed a resolution to
buyback 1,15,38,461 (one crore fifteen Lakh thirty eight thousand four hundred sixty one)
equity shares of H 1/- (Rupee One only) each fully paid-up, representing 1.13% of the
total number of pre-buyback equity shares at a price of H 650/- (Rupees Six Hundred Fifty
only) aggregating to H 7,500 mio. (Rupees Seven Thousand Five Hundred Million only), being
6.85% and 4.36% of the aggregate of the fuLLy paid-up equity share capital and free
reserves of the Company as per the audited standalone and consolidated financial
statements of the Company as at March 31, 2022, respectively (which is within the
statutory Limits of 10% of the aggregate of the fully paid- up equity share capital and
free reserves of the Company, based on both standalone and consolidated financial
statements of the Company, under the Board approval route as per the provisions of the Act
and The SEBI (Buyback of Securities) Regulations, 2018 ("the Buyback
Regulations)), excluding the transaction cost reLating to the buyback, from the
members of the Company, including the promoters of the Company, on a proportionate basis
under the tender offer route in accordance with the provisions of the Buyback ReguLations
and the Act and RuLes made thereunder.
Pursuant to and in compliance with the provisions of section 68 of the
Act read with rule 17 of The Companies (Share Capital and Debentures) RuLes, 2014 and the
Buyback ReguLations, the amount of buyback was distributed to the members on July 15, 2022
and the corresponding equity shares were extinguished on July 19, 2022. Pre and post
buyback shareholding structure is as under:
Pre buyback shareholding |
No. of shares bought back |
Post buyback shareholding |
102,37,42,600 equity shares
of H 1/- each fully paid-up |
1,15,38,461 equity shares
of H 1/- each fully paid-up |
101,22,04,139 equity
shares of H 1/- each fully paid-up |
SECRETARIAL STANDARDS:
The Company is in compliance with Secretarial Standards on Meetings of
Board of Directors and General Meetings issued by The Institute of Company Secretaries of
India.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
Pursuant to and in compliance with the provisions of regulation
34(2)(e) of the Listing Regulations, MDA for the Financial Year ended on March 31, 2023 is
presented in a separate section which forms a part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to and in compLiance with the provisions of Ind AS-110 on
Consolidation of Financial Statements read with Ind
AS-28 on Accounting for Investments in Associates and Joint Ventures
and as prescribed under the provisions of the Act read with Schedule III of the Act and
Rules made thereunder and the Listing Regulations, the Audited Consolidated Financial
Statements are provided in the Annual Report, which show the financial resources, assets,
liabilities, income, profits and other details of the Company, its associate companies and
its subsidiary companies after elimination of minority interest, as a single entity.
SUBSIDIARY COMPANIES:
i. The Company has 15 (fifteen) Indian subsidiary companies (including
6 (six) step down subsidiaries), 29 (twenty nine) foreign subsidiary companies (including
19 (nineteen) step down subsidiaries) and 3 (three) joint venture companies as at March
31, 2023. There has been no material change in the nature of business of the Company,
subsidiary companies and joint venture companies. There is 1 (one) partnership firm in the
group, in which 2 (two) subsidiary companies of the Company are the partners. More details
are provided in the Audited Financial Statements. During the year under review, the Board
has reviewed the performance / affairs of the subsidiary companies.
ii. The Company has incorporated Zydus Pharmaceuticals UK Limited in
United Kingdom as a wholly owned subsidiary company on February 8, 2023.
iii. The Company has incorporated Zynext Ventures Pte. Ltd.
("ZVPL) in Singapore as a wholly owned subsidiary on February 21, 2023.
iv. ZVPL has incorporated Zynext Ventures USA LLC as its wholly owned
subsidiary in the United States of America on March 3, 2023.
v. Pursuant to the provisions of section 136 of the Act, the Balance
Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are
not being attached with the Balance Sheet of the Company. The Company will make available
free of cost the Audited Financial Statements of the subsidiary companies and the related
detailed information to any member of the Company who may be interested in obtaining the
same. The Financial Statements of the subsidiary companies will also be kept open for
inspection. Pursuant to and in compliance with the provisions of sections 129, 134 and 136
of the Act and Rules made thereunder and regulation 33 of the Listing Regulations, the
Consolidated Financial Statements presented by the Company include financial results of
its subsidiary companies.
vi. Pursuant to and in compliance with the provisions of section 129(3)
of the Act and Rules made thereunder, a statement containing the salient features of the
financial statements of its subsidiaries and joint venture companies in the format
prescribed under the rules is attached to the audited financial statements. The policy
relating to material subsidiaries, pursuant to the provisions of regulation
16(1)(c) of the Listing Regulations is uploaded on Company's website
and the weblink of the same is provided in a separate section of Corporate Governance
Report, which forms a part of this Annual Report.
vii. Pursuant to and in compliance with the provisions of section 134
and rule 8(1) of the Accounts Rules, the details of performance of subsidiaries and joint
ventures of the Company are covered in the MDA and Audited Financial Statements.
viii. Your Company funds its subsidiaries, from time to time, in the
ordinary course of business and as per their funding requirements, through equity, loan,
guarantee and/or other means for their business purposes.
ix. Pursuant to the Company's policy to determine material subsidiary
companies, read with the provisions of the Act and the Listing Regulations, Zydus
Healthcare Limited, Zydus Wellness Limited, Zydus Wellness Products Limited, Zydus Animal
Health and Investments Limited and Zydus Pharmaceuticals USA Inc., USA are the material
subsidiary companies of the Company, the details of which are provided in the Corporate
Governance Report, which forms a part of this Annual Report.
WIND SOLAR HYBRID POWER PROJECT:
In line with the philosophy to enhance the share of renewable power
source in its operations and to comply with regulatory requirement for being a
captive user' under Electricity Laws, 2003, the Company has entered into Share
Purchase, Subscription and Shareholders' Agreement to acquire stake in AMP Energy Green
Nine Private Limited ("AMP), for setting up captive Wind Solar Hybrid Power
Project in Gujarat. The Company has invested in the equity shares and Compulsorily
Convertible Debentures ("CCDs) equivalent to 12.17% of the equity share capital
and CCDs of AMP, on a fully diluted basis, as at March 31, 2023 and the details of
investment are provided in the Note No. 4-Investments of the Audited Standalone Financial
Statements.
ACQUISITION OF BUSINESS UNDERTAKING:
The Company has entered into a Business Transfer Agreement
("BTA) for purchase of one of the business undertakings ("Business
Undertaking) of Watson Pharma Private Limited ("Watson) on a going
concern basis by way of slump sale, without values being assigned to individual assets and
liabilities, on cash-free and debt-free basis at a lump-sum consideration of H 467.70 mio.
(Rupees Four Hundred Sixty Seven Million Seven Hundred Thousand only), subject to certain
closing date adjustments as provided in the BTA, with effect from such date and in such
manner and on the terms and conditions as mentioned in the BTA.
Business Undertaking of Watson is engaged in the business of
developing, manufacturing, marketing and sale of Active Pharmaceutical Ingredients
("APIs). The said transaction will help the Company to expand its presence in
the APIs space through increase in product pipeline and manufacturing capacity.
EXTRA ORDINARY GENERAL MEETING:
During the Financial Year ended on March 31, 2023, 1 (one) extra
ordinary general meeting of the members of the Company was held on December 30, 2022 to
appoint Mr. Akhil Monappa (DIN-09784366) and Ms. Upasana Konidela (DIN-02781278) as the
Independent Directors ("IDs) of the Company for the first term of 5 (five)
consecutive years.
INSURANCE:
The Company's plants, properties, equipments and stocks / inventory are
adequately insured against all major risks. The Company has insurance cover for product
liability and clinical trials. The Company has also taken Directors' and Officers'
Liability Policy to provide coverage against the liabilities arising on them.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from public as per the
provisions of sections 73 and 74 of the Act read with Rules made thereunder and as such,
no amount on account of principal or interest on deposits from public was outstanding as
on the date of the balance sheet.
COST ACCOUNTS AND RECORDS:
The Company has made and maintained the cost accounts and records as
specified under section 148(1) of the Act and Rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
In terms of provisions of section 134(3)(g) of the Act, details of
loans, guarantees and investments covered under section 186(4) of the Act are given in the
notes to the Audited Standalone Financial Statements.
FRAUDS:
In terms of section 134(3)(ca) of the Act, during the Financial Year
ended on March 31, 2023, the statutory auditors, cost auditors and the secretarial auditor
have not reported to the Audit Committee, under section 143(12) of the Act, any instances
of fraud committed against the Company by its officers or employees, the details of which
would need to be mentioned in the Board's Report.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered into by the Company
during the Financial Year ended on March 31, 2023 with related parties were in the
ordinary course of business and on an arm's length basis and had no conflict with the
interest of the Company. All related party transactions are placed before the Audit
Committee on quarterly basis for review and approval. As provided under section 134(3)(h)
of the Act and Rules made and the Listing Regulations, disclosure of particulars of
material transactions (i.e. transactions exceeding H 10,000 mio. (Rupees Ten Thousand
Million only) or 10% of the annual consolidated
turnover as per the last Audited Financial Statements) with related
parties entered into by the Company in the prescribed Form No. AOC-2 is annexed to this
report as Annexure-A. Disclosures on related party transactions are set out in Note No. 41
of the Audited Standalone Financial Statements.
The weblink to view the policy on materiality of related party
transactions and dealing with related party transactions is provided in a separate section
of Corporate Governance Report, which forms a part of this Annual Report.
Pursuant to and in compliance with provisions of regulation 23(9) of
the Listing Regulations, the Company has filed the related party transactions with the
stock exchanges.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As at March 31, 2023, your Company's Board comprised of 10 (ten)
Directors, of which 2 (two) are Executive Directors, 2 (two) are Non-Executive Directors
and 6 (six) are IDs (including 2 (two) woman IDs). Other statutory details are provided in
the Corporate Governance Report, which forms a part of this Annual Report.
i. Appointment and re-appointment of IDs:
Based on the recommendation of Nomination and Remuneration Committee
("NRC) and the Board, the members at their extra ordinary general meeting held
on December 30, 2022 passed special resolutions to appoint Mr. Akhil Monappa
(DIN-09784366) and Ms. Upasana Konidela (DIN-02781278) as the IDs of the Company for the
first term of 5 (five) consecutive years.
Mr. Bhadresh K. Shah (DIN-00058177) was appointed as an ID of the
Company at the AGM held on August 19, 2019, to hold office for the first term of 5 (five)
consecutive years with effect from December 6, 2018 till to December 5, 2023. The NRC has
considered his diverse skills, leadership capabilities, knowledge and expertise in
manufacturing, marketing, business and management. In view of the above and based on his
performance evaluation by the NRC, the NRC and the Board have recommended the
re-appointment of Mr. Bhadresh K. Shah as an ID of the Company for the second term of 5
(five) consecutive years with effect from December 6, 2023 to December 5, 2028,
notwithstanding that he shall attain the age of 75 (seventy five) years during the said
second term, in accordance with the provisions of sections 149, 150 and 152 of the Act and
regulations 16(1)(b), 17(1A) and 25(2A) of the Listing Regulations.
ii. Retirement by rotation:
Pursuant to and in compliance with the provisions of section 152(6) of
the Act and in terms of the Articles of Association of the Company, Dr. Sharvil P. Patel,
Managing Director (DIN-00131995) and Mr. Ganesh N. Nayak, Executive Director (DIN-0
0017481), will retire by rotation at the ensuing AGM and being eligible, offer themselves
for re-appointment. The Board recommends their re-appointment.
iii. Declaration of independence:
Pursuant to and in compliance with the provisions of section 134(3)(d)
of the Act, the Company has received declaration of independence as stipulated under
sections 149(6) and 149(7) of the Act and regulations 16(1)(b) and 25 of the Listing
Regulations from IDs confirming that they are not disqualified for continuing as an ID.
There has been no change in the circumstances affecting their status as an ID of the
Company.
All the Directors of the Company, who are required to get registered,
have registered themselves with The Indian Institute of Corporate Affairs. Further, as per
the declarations received, none of the Directors of the Company are required to give
online proficiency test, except 1 (one) ID (who shall comply with the provisions within
the prescribed time frame), as per the first proviso to rule 6(4) of The Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.
iv. Profile of Directors seeking re-appointment:
Pursuant to and in compliance with the provisions of regulation 36(3)
of the Listing Regulations and standard 1.2.5 of Secretarial Standard on General Meetings,
particulars of Directors (Dr. Sharvil P. Patel, Mr. Ganesh N. Nayak and Mr. Bhadresh K.
Shah) seeking re-appointment at the ensuing AGM are annexed to the notice convening Twenty
Eighth AGM.
v. Key Managerial Personnel:
The following persons are the Key Managerial Personnel
("KMP) as on March 31, 2023:
1. Dr. Sharvil P. Patel, Managing Director,
2. Mr. Ganesh N. Nayak, Executive Director,
3. Mr. Nitin D. Parekh, Chief Financial Officer and
4. Mr. Dhaval N. Soni, Company Secretary.
vi. Board Evaluation:
Pursuant to and in compliance with the provisions of the Act and Rules
made thereunder and as provided in Schedule IV of the Act and the Listing Regulations, the
NRC and the Board have carried out an annual evaluation of its own performance, the
Directors individually as well as its committees. In terms of section 134(3)(p) of the Act
read with rule 8(4) of the Account Rules, the manner in which the evaluation was carried
out is provided in the Corporate Governance Report, which forms a part of this Annual
Report.
In a separate meeting of IDs, the performance of the non-independent
directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors.
The Board and the NRC reviewed the performance of individual directors
on the basis of criteria fixed by the Board / NRC.
The functioning of the Board, the Committees and performance of
individual Directors was found satisfactory.
vii. Nomination and Remuneration Policy:
The Board has, on the recommendation of the NRC, framed a policy on
selection and appointment of Directors, Senior Management and their remuneration. The
Nomination and Remuneration Policy and weblink of the same is provided in a separate
section of Corporate Governance Report, which forms a part of this Annual Report.
viii. Pecuniary relationship:
During the year under review, except those disclosed in the Audited
Financial Statements, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company.
CREDIT RATING:
The details of credit ratings obtained during the Financial Year ended
on March 31, 2023 are provided in below table:
Sr.
No. |
Facility / Instrument |
Amount (RS in mio.) |
Ratings |
1. |
Various Bank Facilities |
47,240 |
Long term rating CRISIL
AA+/Positive (reaffirmed) Short term rating CRISIL A1+ (reaffirmed) |
2. |
Commercial Papers (CPs) * |
2,000 |
CRISIL A1+ (reaffirmed) |
3. |
Non-Convertible Debentures |
500 |
CRISIL AA+/Positive
(reaffirmed) |
4. |
(NCDs) * |
750 |
CRISIL AA+/Positive
(reaffirmed) |
* No CPs / NCDs were issued during the Financial Year ended on March
31, 2023.
INSIDER TRADING REGULATIONS:
The Company has adopted the Code for Insider Trading as per The SEBI
(Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading
Regulations). Other details on Insider Trading Regulations are provided in the
Corporate Governance Report, which forms a part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of sections 134(3)(c) and 134(5) of the Act and to the best of
their knowledge and belief, and according to the information and explanations provided to
them, your Directors hereby make the following statements:
i. that in preparation of the Financial Statements, the applicable
accounting standards have been followed along with proper explanations relating to
material departures, if any,
ii. that such accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on March 31, 2023 and
of the profit of the Company for the year ended on that date,
iii. that proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for prevention and detection of fraud and other
irregularities,
iv. that the annual financial statements have been prepared on a going
concern basis,
v. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively, and
vi. that the systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
TRANSFER OF SHARES AND DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF):
During the year under review, pursuant to and in compliance with the
provisions of sections 124 and 125 of the Act and Rules made thereunder, the Company has
transferred-
i. 86,432 (eighty six thousand three hundred forty two) equity shares
held by 69 (sixty nine) members whose dividend has remained unclaimed / unpaid for a
consecutive period of 7 (seven) years to IEPF and
ii. ' 5.99 mio. (Rupees Five Million Nine Hundred Ninety
Thousand only) held by 2,634 (two thousand six hundred thirty four) members, being the
unclaimed dividend, pertaining to the interim dividend for the Financial Year ended on
March 31, 2015 to IEPF after giving notice to the members to claim their unclaimed /
unpaid dividend.
As at March 31, 2023, 14,78,733 (one million four hundred seventy eight
thousand seven hundred thirty three) equity shares are lying with IEPF.
Further, during April / May 2023, the Company has transferred-
i. 42,464 (forty two thousand four hundred sixty four) equity shares
held by 66 (sixty six) members whose dividend has remained unclaimed / unpaid for a
consecutive period of 7 (seven) years to IEPF and
Thousand only) held by 3,443 (three thousand four hundred forty three)
members, being the unclaimed dividend, pertaining to the interim dividend for the
Financial Year ended on March 31, 2016 to IEPF after giving notice to the members to claim
their unclaimed / unpaid dividend.
BOARD MEETINGS:
5 (five) Board meetings were held during the Financial Year ended on
March 31, 2023 and in compliance with provisions of section 173(1) of the Act, time gap
between any 2 (two) Board meetings was not more than 120 (one hundred twenty) days. The
Board approved 2 (two) resolutions by circulation, vide circulars dated April 1, 2022 and
March 30, 2023. Other information with regard to the Board meetings is given in the
Corporate Governance Report, which forms a part of this Annual Report.
AUDIT COMMITTEE:
Pursuant to and in compliance with the provisions of section 177(8) of
the Act and regulation 18 of the Listing Regulations, the information about composition of
Audit Committee and other details are given in the Corporate Governance Report, which
forms a part of this Annual Report.
RECOMMENDATION OF COMMITTEES:
The Board has accepted the recommendations of all the committees
constituted by the Board.
CORPORATE GOVERNANCE:
The Company has complied with the Corporate Governance requirements
under the Act and as stipulated under the Listing Regulations. A separate section on
detailed report on the Corporate Governance practices followed by the Company under the
Listing Regulations, along with a certificate from Manoj Hurkat & Associates,
Practicing Company Secretaries, confirming the compliance, forms a part of this Annual
Report.
AUDITORS:
i. Statutory Auditors and Audit Report:
Deloitte Haskins & Sells LLP, Chartered Accountants
("Deloitte), were appointed as the Statutory Auditors of the Company for a
period of 5 (five) consecutive years from the conclusion of Twenty Second AGM till the
conclusion of Twenty Seventh AGM.
Based on the recommendation of the Audit Committee and the Board,
members at their Twenty Seventh AGM passed the resolution to re-appoint Deloitte as the
Statutory Auditors of the Company for a further period of 5 (five) consecutive years from
the conclusion of Twenty Seventh AGM till the conclusion of Thirty Second AGM in the
calendar year 2027, with an authority to the Audit Committee and the Board to decide the
remuneration payable to them.
Deloitte have furnished a declaration confirming their independence as
well as their arm's length relationship
with the Company and that they have not taken up any prohibited
non-audit assignments for the Company.
The Board has duty reviewed the Statutory Auditor's Report and the
observations and comments, appearing in the report, are self-explanatory and do not call
for any further explanation / clarification by the Board as provided under section
134(3)(f) of the Act.
ii. Cost Auditors:
Pursuant to the provisions of section 148(3) of the Act and rules 3 and
4 of The Companies (Cost Records and Audit) Rules, 2014, ("the Cost Rules") the
cost audit records maintained by the Company in respect of Drugs and Pharmaceuticals are
required to be audited. The Board had, on the recommendation of the Audit Committee,
appointed Dalwadi & Associates, Cost Accountants to audit the cost records of the
Company for the Financial Year ending on March 31, 2024 on a remuneration of '
1.41 mio. (Rupees One Million Four Hundred Ten Thousand only) plus applicable Goods and
Services Tax and out of pocket expenses at actuals. Pursuant to the provisions of section
148 of the Act and rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditors is required to be placed before the members in a
general meeting for ratification. Accordingly, a resolution seeking ratification by
members for the remuneration payable to Dalwadi & Associates is included at Item No. 7
of the Notice convening Twenty Eighth AGM.
iii. Secretarial Auditors and Secretarial Audit Report:
Pursuant to and in compliance with the provisions of section 204 of the
Act , rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ("Managerial Personnel Rules") and regulation 24A(1) of the Listing
Regulations, the Board has appointed Manoj Hurkat & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended
on March 31, 2023. The Secretarial Audit Report is annexed herewith as Annexure-B. The
Board has duly reviewed the Secretarial Audit Report and the observations and comments,
appearing in the report are self-explanatory and do not call for any further explanation /
clarification by the Board as provided under section 134(3)(f) of the Act.
Further, pursuant to and in compliance with the provisions of
regulation 24A(1) of the Listing Regulations, the secretarial audit reports of Zydus
Healthcare Limited and Zydus Animal Health and Investments Limited, unlisted material
subsidiary companies incorporated in India are annexed herewith as Annexure-B1 and
Annexure-B2 respectively.
Zydus Wellness Products Limited ("ZWPL") is a wholly owned
subsidiary of Zydus Wellness Limited ("ZWL"), a listed entity and a subsidiary
of the Company. ZWL and ZWPL are also material subsidiaries of the Company. In view of the
same, secretarial audit reports of ZWL and
ZWPL are not required to be annexed with the Boards' Report of the
Company.
iv) Annual Secretarial Compliance Report:
Pursuant to and in compliance with the provisions of regulation 24A(2)
of the Listing Regulations, Manoj Hurkat & Associates, Practicing Company Secretaries
have issued Annual Secretarial Compliance Report for the Financial Year ended March 31,
2023. Said report was presented at the Board meeting held on May 18, 2023.
AWARDS AND RECOGNITIONS:
Details of awards and recognitions are provided in separately in this
Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
Pursuant to and in compliance with the provisions of regulation
34(2)(f) of the Listing Regulations, a separate section on BRSR forms a part of this
Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ENVIRONMENT
SOCIAL AND GOVERNANCE (ESG) COMMITTEE:
Pursuant to and in compliance with section 135 of the Act read with
section 134(3)(o) and rule 5 of The Companies (Corporate Social Responsibility Policy)
Rules, 2014 ("the CSR Rules"), the Board has constituted a CSR and ESG
Committee. CSR Policy is placed on the Company's website. The details of the CSR and ESG
Committee constitution, CSR activities and other details, as required under section 135 of
the Act and the CSR Rules, are given in the CSR Report at Annexure-C.
The Board at its meeting held on August 10, 2022 adopted the charter
for ESG part of the CSR and ESG Committee.
BUSINESS RISK MANAGEMENT:
Pursuant to and in compliance with the provisions of section 134(3)(n)
of the Act and regulation 21 of the Listing Regulations, the Company has constituted a
Risk Management Committee ("RMC"). The details of the RMC and its terms of
reference are set out in the Corporate Governance Report, which forms a part of this
Annual Report.
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate them. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks. The Company has framed
a Risk Management Policy to identify and assess the key risk areas, monitor and report
compliance and effectiveness of the policy and procedure.
Discussion on risks and concerns are covered in the MDA, which forms a
part of this Annual Report.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:
Pursuant to and in compliance with the provisions of section 134(5)(e)
of the Act read with rule 8(5) of the Account Rules, the Company has designed and
implemented a process driven framework for Internal Financial Controls ("IFC).
For the Financial Year ended on March 31, 2023, the Board is of the opinion that the
Company has sound IFC commensurate with the size, scale and complexity of its business
operations. The IFC operates effectively and no material weakness exists. The Company has
a process in place to continuously monitor the same and identify gaps, if any, and
implement new and / or improved internal controls whenever the effect of such gaps would
have a material effect on the Company's operations.
The Company has a well-placed, proper and adequate IFC system, which
ensures:
The orderly and efficient conduct of its business,
Safeguarding of its assets,
The prevention and detection of frauds and errors,
The accuracy and completeness of the accounting records and
The timely preparation of reliable financial information.
The Board reviews the effectiveness of controls documented as a part of
IFC framework and take necessary corrective and preventive actions wherever weaknesses are
identified as a result of such reviews. This review covers entity level controls, process
level controls, fraud risk controls and Information Technology environment.
Based on this evaluation, no significant events had come to notice
during the Financial Year ended on March 31, 2023 that have materially affected, or are
reasonably likely to materially affect, our IFC. The management has also come to a
conclusion that the IFC and other financial reporting was effective during the Financial
Year ended on March 31, 2023 and is adequate considering the business operations of the
Company. The Statutory Auditors of the Company have audited the IFC with reference to
Financial Reporting and their Audit Report is annexed as an Annexure to the Independent
Auditors' Report under Standalone Financial Statements and Consolidated Financial
Statements.
MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:
i. Vigil Mechanism / Whistle Blower Policy:
The Company has built a reputation for doing business with honesty and
integrity and it has zero tolerance for any type of unethical behavior or wrongdoing. The
Company has in place a stringent vigil system to report unethical behavior in order to
promote professionalism, fairness, dignity and ethical behavior in its employees.
Pursuant to and in compliance with the provisions of section 177(9) of
the Act, rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and
regulation 22 of the Listing Regulations, the Company has established vigil mechanism and
framed Whistle Blower Policy for Directors and employees to report concerns about
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or Ethics Policy and Insider Trading Regulations. Whistle Blower Policy is
uploaded on Company's website and the weblink of the same is provided in a separate
section of Corporate Governance Report, which forms a part of this Annual Report.
ii. Zydus Business Conduct Policy:
The Company has framed "Zydus Business Conduct Policy
("Business Conduct Policy) and is monitored by the President-Group Human
Resources. Every employee is required to review and sign the policy at the time of joining
and an undertaking shall be given for adherence to the Business Conduct Policy. The
objective of the Business Conduct Policy is to conduct the business in an honest,
transparent and ethical manner. The Business Conduct Policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company has constituted an Internal Complaints Committee as required under the said
Act. The Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has in place a
robust policy on prevention of sexual harassment at workplace. The policy aims at
prevention of harassment of employees and lays down the guidelines for identification,
reporting and prevention of sexual harassment.
During the Financial Year ended on March 31, 2023, 1 (one) complaint
was received and the same was resolved. No complaint was pending to be resolved as at
March 31, 2023.
ANNUAL RETURN:
Pursuant to and in compliance with the provisions of section 92(3) read
with section 134(3)(a) of the Act, Annual Return for the Financial Year ended on March 31,
2023, in prescribed Form No. MGT-7 is available on the website of the Company at https://www.zvduslife.com/investor/#FinancialInformation1785.
PARTICULARS OF EMPLOYEES:
The information required under section 197(12) of the Act read with
rule 5(1) of Managerial Personnel Rules is provided in Annexure-D.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the
Act read with rule 8(3) of the Accounts Rules, is provided in Annexure-E.
GENERAL DISCLOSURES:
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134(3) of the Act and rule 8 of the Accounts
Rules to the extent the transactions took place on those items during the year under
review.
During the Financial Year ended on March 31, 2023, the Company has not
issued any shares with differential voting rights and sweat equity shares.
There are no proceedings initiated/pending against your Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
There were no instances where your Company required the valuation for
one time settlement or while taking the Loan from the Banks or Financial institutions.
In terms of section 134(3)(L) of the Act, apart from what is mentioned
in this report, there are no materiaL changes and commitments affecting the financial
position of the Company between the end of the financial year to which the financial
statements relate and the date of this report.
ACKNOWLEDGMENT:
Your Directors pLace on record their sincere appreciation for the
continued co-operation and support extended to the Company by various Banks. Your
Directors also thank the MedicaL Profession, the Trade and Consumers for their patronage
to the Company's products. Your Directors aLso pLace on record sincere appreciation of the
continued hard work put in by the employees at all levels. The Directors aLso thank the
Company's customers, vendors, investors, business associates, Stock Exchanges, Government
of India, State Governments and various departments and agencies for their support and
co-operation.
Your Directors appreciate and value the contribution made by every
member of the Zydus group.
On behalf of the Board of Directors
|
Pankaj R. Patel |
Place : Ahmedabad |
Chairman |
Date : May 18, 2023 |
DIN: 00131852 |
|