Your Directors are pleased to present the annual report and audited statement of
accounts of the Company for the year ended on March 31, 2023.
1. FINANCIAL RESULTS
The summary of financial performance of the Company for the year under review is given
below:
|
|
(Rs. crores) |
Particulars |
2022-23 |
2021-22 |
A Operations |
|
|
Total Income |
517.61 |
443.15 |
Profit before depreciation, interest and tax |
107.49 |
89.35 |
Less: Interest |
0.31 |
0.52 |
Less: Depreciation |
15.50 |
15.66 |
Profit before tax |
91.68 |
73.17 |
Tax (including deferred tax) |
24.04 |
21.69 |
B Profit for the year after tax |
67.64 |
51.48 |
C Other Comprehensive Income net of tax |
0.07 |
(0.25) |
D Total Comprehensive Income |
67.71 |
51.23 |
E Appropriations: |
|
|
Dividend on equity shares |
- |
15.88 |
2. DIVIDEND
Y our Directors recommend a dividend H 12 (150%)of per equity share of H 8/- each for
the financial year ended March 31, 2023.
3. DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing
Regulations"), the Company has formulated a Dividend Distribution Policy which
details various considerations based on which the Board may recommend or declare Dividend.
The Policy is available on the website of the Company at
https://rpglifesciences.com/website/code_policies_ forms.php.
4. TRANSFER TO RESERVES
The Company has not transferred any sum to the General Reserve during the financial
year ended March 31, 2023.
5. OPERATIONS
The Company earned a total income of H 517.61 crores for the year as compared to H
443.15 crores during the previous year and a profit after tax from existing operations of
H 67.64 crores, as against H 51.48 crores during the previous year. The increase in sales
and net profit was driven by improved performance of the Domestic Formulations and
International Formulations business.
The Company's Formulation facility at Ankleshwar, Plant (F1) has WHO GMP, Nigeria and
Kenya Health Authority certifications and Plant (F2) has WHO GMP, EU GMP, TGA Australia
GMP, Health Canada Drug Establishment License, Kenya, Ethiopia, Nigeria and Sudan Health
Authority certifications. API facility at Navi Mumbai plant has WHO GMP, TGA Australia and
PMDA Japan GMP certifications.
Domestic Formulations Business:
Performance
During the year under review, the Domestic Formulations business achieved sales revenue
of H337.10 crores, higher by 20% over the previous year. The division's performance
improvement was a result of sustained prescription generation, product portfolio
augmentation through new product launches and line extensions and healthy sales hygiene
parameters. The portfolio has been strengthened by new launches in Cardiovascular,
Diabetology, Nephrology, Rheumatology, Oncology and Urology segments.
Outlook
The Company will continue its emphasis on product portfolio rejuvenation by building
chronic and specialty portfolios. The Company will also continue its strategy of building
brand assets through life cycle management by introducing line extensions, customer
coverage deepening in targeted therapies, skill building of field force and control of
sales hygiene parameters.
International Formulations Business:
Performance
The International Formulations business achieved sales revenue of H92.16 crores in
FY23, registering a growth of 18.3% as against the previous year mainly on account of
increased sales to markets namely Myanmar, Canada, Colombia, Germany, Egypt, Philippines,
South Africa, and Poland. The Company focused on expanding the business with existing
customers in EU, Canada, Australia, UK, Asia and Latin America, new customer development,
targeting new markets and offering new products. The Company has executed its first PAN
European Out-license and supply deal for an immunosuppressant drug. The Company has filed
for two new products dossier in ANZ market. The Company has won AOK, Germany tender for
its flagship product.
Outlook
The International Formulations business is focused on increasing the penetration of
existing and new products in multiple countries within EU as well as expanding its product
offerings in UK, Australia, Canada, Myanmar and other emerging markets. The Company is
also actively scouting for opportunities for geographic expansion through strategic
partnerships in various international markets in India and South East Asian markets
Sri Lanka, Vietnam, Philippines, Thailand, Egypt and increasing the penetration of the
current product assets -
Active Pharmaceutical Ingredients (API) Business:
Performance
The API business achieved sales of H 79.82 crores, growing 1.9% over the previous year.
Key APIs for the Company include Quinfamide, Haloperidol, Haloperidol Decanoate,
Pantoprazole and Risperidone.
Outlook
API business continues to be of strategic importance in the overall growth of the
Company. Backward integration in products ensures lesser dependency on procuring APIs from
external sources and increased reliability of supplies thus playing a crucial role in the
current competitive and external environment. The Government's focus on developing APIs
and reducing dependence on imports, furthers the strategic importance of the business.
6. INDIAN ACCOUNTING STANDARDS (IND AS)
As notified by the Ministry of Corporate Affairs, the Company adopted Indian Accounting
Standards (Ind AS') with effect from April 01, 2017.
7. ANNUAL RETURN
Pursuant to Sections 92 and 134 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the
Annual Return as on March 31, 2023, is available on Company's Website
www.rpglifesciences.com.
8. DISCLOSURE UNDER SECRETARIAL STANDARDS ON MEETINGS OF BOARD OF DIRECTORS
(SS-1):
During the year under review, the Company has complied with all applicable Secretarial
Standards.
9. MEETINGS OF THE BOARD
The details of Board Meetings held during the year are given in the Corporate
Governance Report.
10. MEETINGS OF AUDIT COMMITTEE
The details of Audit Committee meetings and composition of the Committee are given in
the Corporate Governance Report.
11. DIRECTORS'RESPONSIBILITYSTATEMENT
The Directors confirm that a) in the preparation of the annual accounts for the
financial year ended March 31, 2023, the applicable accounting standards had been followed
and there was no material departures; b) the Directors had selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year as at March 31, 2023 and of the profit and loss
of the Company for that period; c) the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d) the Directors had prepared the annual accounts on a going concern
basis; e) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; f) the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
12. ST ATEMENT ON DECLARATION OF
INDEPENDENT DIRECTORS
The Company has received declaration from each of the Independent Directors under
Section 149 (6) and (7) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time. There has been no change
in the circumstances affecting their status as Independent Directors of the Company. The
Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold highest standards of integrity. As
per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, all the Independent Directors of the Company are exempted from undertaking
the online proficiency self- assessment test.
13. PECUNIARY RELATIONSHIP OR TRANSACTIONSOFTHENON-EXECUTIVE
DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS
All pecuniary relationship or transactions of the Non- Executive Directors vis--vis
the Company, along with criteria for such payments and disclosures on the remuneration of
the Directors along with their shareholding are disclosed in Corporate Governance Report
which forms part of this Report.
14.NOMINATION AND REMUNERATION
POLICY
The Company's policy on Directors' appointment and remuneration, including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under Section 178 (3) is annexed with this Report as Annexure A.
15. EXPLANATION AND COMMENTS ON STATUTORY AUDIT AND SECRETARIAL AUDIT REPORT
There is no qualification, disclaimer, reservation or adverse remark made by the
Statutory Auditors in Auditor's Report.
As per the provisions of Section 143 (12) of the Companies Act, 2013 read with Rule 13
of the Companies (Audit & Auditors) Rules, 2014, the Statutory Auditors have not
reported any instances of fraud to the Central Government and/or Audit Committee.
Further, there is no qualification, disclaimer, reservation or adverse remark made by
the Practicing Company Secretary in its Audit Report.
16.P ARTICULARSOFLOANS,GUARANTEES
OR INVESTMENTS
The Loans, Guarantees and Investments made by the Company are within the limits
prescribed under the provisions of Section 186 of the Companies Act, 2013 and the details
are given in the notes to the Financial Statements. There was no application made during
the year nor any proceeding was pending under the Insolvency and Bankruptcy Code, 2016 at
the end of the financial year.
17. RELA TED PARTY TRANSACTIONS
There were no contracts or arrangements or transactions entered into by the Company
with related parties referred to in sub-section (1) of Section 188 of the Companies Act,
2013 during the course of business which were not at arm's length basis. Suitable
disclosure as required by the Indian Accounting Standards (IND AS 24) has been made in the
notes to the Financial Statements. The policy on Related Party Transactions as approved by
the Board is uploaded on the Company's website www.rpglifesciences.com.
18.MATERIAL CHANGES AND
COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial position of
the Company which have occurred between the end of the financial year on March 31, 2023 to
which the financial statements relate and the date of this report.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 (3) of Companies (Accounts) Rules, 2014, are given in Annexure B
to this report.
20.RISK MANAGEMENT
The details of Risk Management Committee (RMC) and its terms of reference are set
out in the Corporate Governance Report. The Company has a robust Risk Management framework
to identify, evaluate business risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on the business objectives and enhance the Company's
competitive advantage.
The business risk framework defines the risk identification and its management approach
across the enterprise at various levels including documentation and reporting. The
framework help in identifying risks trend, exposure and potential impact analysis at
Company's business.
21.SUSTAINABILITY AND CORPORATE
SOCIAL RESPONSIBILITY (SCSR)
In accordance with the provisions of Section 135 read with Schedule VII of the
Companies Act, 2013, the Company, as a part of its Corporate Social Responsibility
("CSR") initiative, has adopted a CSR Policy outlining various CSR activities to
be undertaken by the Company in the area of health, water, sanitation, promoting
education, skill development, etc. The CSR policy of the Company is available on the
Company's website i.e. https://www.rpglifesciences.com/website/code_
policies_forms.php under Investors' tab.
During the year under review, the Company has contributed H 81.29 Lakhs to RPG
Foundation, the implementing agency towards CSR activities and H 31.14 Lakhs was
transferred to a separate Bank Account viz. RPG Life Sciences Limited Unspent
Corporate Social Responsibility Account FY 2022- 23' to be disbursed in the future towards
approved projects pursuant to CSR rules dated January 22, 2021.
The Board has constituted a SCSR Committee inter alia to recommend on the CSR projects/
programs, recommend the amount on each CSR activity and to monitor such CSR activities,
being undertaken by the Company. The report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure
C.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rajat Bhargava, Non-Executive Director, retires by rotation and being eligible
offers himself for re-appointment at the ensuing Annual General Meeting.
None of the Directors and Key Managerial Personnel (KMP) is related to any other
Director of the Company. Mr. Yugal Sikri, Managing Director, Mr. Vishal Shah, Chief
Financial Officer and Mr. Rajesh Shirambekar, Head Legal and Company Secretary are
Key Managerial Personnel of the Company within the meaning of Section 203 of the Companies
Act, 2013.
23.SUBSIDIARY COMPANIES
There were no Companies which have become or ceased to be our subsidiaries, joint
ventures or associate companies during the year.
24.FIXED DEPOSITS
The Company has not accepted any fixed deposit from the public during the year
under review under Chapter V of the Companies Act, 2013. As on March 31, 2023, no deposit
was lying unclaimed or unpaid with the Company.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
26. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of business.
27. INTERNAL FINANCIAL CONTROL
Details in respect of adequacy of internal financial controls with reference to the
Financial Statements are stated in Management Discussion and Analysis which forms part of
this annual report.
28. INFORMATION PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL REMUNERATION) RULES, 2014
1 The ratio of the remuneration of each director to the
median remuneration of the employees of the company for the financial year; |
Mr. Harsh V. Goenka (Chairman) |
1.12 |
Dr. Lalit S. Kanodia |
1.21 |
Mr. Mahesh S. Gupta |
1.86 |
|
Mr. Manoj Maheshwari |
1.12 |
|
Mr. Narendra Ambwani |
1.79 |
|
Ms. Zahabiya Khorakiwala |
0.70 |
|
Mr. Bhaskar Iyer |
1.72 |
|
Mr. Sachin Nandgaonkar |
0.89 |
|
Mr. Rajat Bhargava |
1.72 |
|
Mr. Yugal Sikri (Managing Director) |
96.35 |
director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year; |
Dr. Lalit S. Kanodia |
Nil |
|
Mr. Mahesh Gupta |
Nil |
|
Mr. Manoj Maheshwari |
|
|
|
Nil |
|
Mr. Narendra Ambwani |
Nil |
|
Ms. Zahabiya Khorakiwala |
Nil |
|
Mr. Bhaskar Iyer |
Nil |
|
Mr. Sachin Nandgaonkar |
Nil |
|
Mr. Rajat Bhargava |
Nil |
|
Mr. Yugal Sikri |
11.5% |
|
Mr. Vishal Shah |
7.5% |
|
Mr. Rajesh Shirambekar |
7.0% |
3 The percentage increase in the median remuneration of employees in
the financial year; |
9.77%* |
4 The number of permanent employees on the rolls of Company; |
1,235 employees as on March 31, 2023. |
5 Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration; |
Average Salary increase of non-managerial employees is around
10.7%. Average Salary increase of managerial employees is around 9.1%. There
are no exceptional circumstances in increase of managerial remuneration. |
6 Affirmation that the remuneration is as per the remuneration policy
of the Company. |
Remuneration paid during the year ended March 31, 2023 is as per the
Remuneration Policy of the Company. |
Note: *The percentage increase in the median remuneration of employee has been
calculated after excluding Managing Director's remuneration.
29. WHISTLE BLOWER POLICY
The Audit Committee's terms of reference inter-alia include vigil mechanism which also
incorporates a Whistle Blower Policy in terms of Section 177(10) of the Companies Act,
2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company has adopted Whistle Blower Policy. The Whistle Blower
mechanism provides for Directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Company's Code of Governance and
Ethics. The Whistle Blower Policy is uploaded on the Company's website
www.rpglifesciences.com.
30. F AMILIARISATION PROGRAMMES
INDEPENDENT DIRECTORS
The Company conducts familiarization programme for Independent Directors and the
details are uploaded on the website of the Company on the below mentioned link:
https://www.rpglifesciences.com/website/code_ policies_forms.php
31. FORMAL ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES
Pursuant to provisions of Section 134 of the Companies Act, 2013, the Nomination and
Remuneration Committee laid down a criteria for evaluating Board effectiveness by
assessing performance of the Board as a whole, performance of individual Director and
Committees of the Board namely Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Sustainability and Corporate Social Responsibility
Committee and Risk Management Committee. The Board approved the criteria laid down by
Nomination and Remuneration Committee for evaluating Board effectiveness and engaged a
third party agency to conduct Board effectiveness survey during the year under review. The
Board has carried out annual performance evaluation of its own performance, the Directors
individually and of its Committees as mandated under the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
32. AUDITORS
Statutory Auditors:
The members of the Company at its Annual General meeting held on July 29, 2022
appointed M/s. SRBC
& Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003), as
Statutory Auditors of the Company, for a period of 5 (five) consecutive years from the
conclusion of fifteenth Annual General meeting till the conclusion of Twentieth Annual
General Meeting. The auditors confirmed that their appointment shall be in compliance with
Sections 139 and 141 of the Companies Act, 2013.
Internal Auditors:
M/s Deloitte Touche Tohmatsu India LLP carried out the internal audit of the Company
for FY 2022-23.
At the Board meeting of the Company held on April 28, 2023, M/s PricewaterhouseCoopers
Services LLP, were appointed as the Internal Auditors of the Company for a period of 3
financial years from April 1, 2023 to March 31, 2026 on expiry of term of M/s. Deloitte
Touche Tohmatsu India LLP.
Secretarial Auditors:
M/s. Parikh Parekh & Associates, Practicing Company Secretaries, are the
Secretarial Auditors of the Company.
The Secretarial Audit Report required pursuant to subsection (3) of Section 134 and
Section 204 (1) of the Companies Act, 2013, is given in Annexure D to this
report.
Cost Auditors:
The Company maintains cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013.
Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, M/s. Kirit
Mehta & Co. (Registration No. 000353), Cost Accountants, was appointed to conduct
audit of cost records of Pharmaceutical Activities for the year ended March 31, 2023. Cost
Audit reports would be submitted to the Central Government within the prescribed time.
Pursuant to Rule 6 of the Companies (Cost Records and Audit) Rules, 2014, cost audit
reports for Pharmaceutical Activities for the year ended March 31, 2022 was filed with the
Central Government on August 26, 2022.
33. EMPLOYEES STOCK OPTION PLAN
The Company has no employee stock option scheme.
34. PARTICULARS OF EMPLOYEES
RELATED DISCLOSURES
The particulars of employees in compliance with the provisions of Section 134 (3)
(q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 will be provided to the shareholder upon request. The
said information is open for inspection and any Member interested in obtaining a copy of
the same may write to the Company.
35. MANAGEMENT DISCUSSION AND ANALYSIS, BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT AND CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34 read with Schedule V of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, Management Discussion and
Analysis, Business Responsibility and Sustainability Report and Corporate Governance
Report, as approved by the Board of Directors, together with a certificate from a
Practicing Company Secretary confirming the compliance with the requirements of Corporate
Governance policies are set out in the Annexures forming part of this annual report.
36.DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
Internal Complaints Committee has been set up to redress complaints.
During the financial year 2022-23, the Company has not received any complain of sexual
harassment.
37. MATERIAL TRANSACTIONS WITH RELATED PARTIES
The Company has not entered into any transaction with related parties during the
year under review which requires reporting in Form AOC-2 in terms of Companies Act, 2013
read with Companies (Accounts) Rules, 2014.
38. SAFETY
The Company conducts regularly Safety audit and Environment audit through competent
authorities for its manufacturing facilities located at Navi Mumbai and Ankleshwar. The
Company also organises various safety awareness programmes to impart safety training to
its employees.
39. AWARDS
The Company was conferred with the prestigious Jamnalal Bajaj award for Fair Business
Practices by Jamnalal Bajaj Council. One of the Company's key brands, Naprosyn+ won
Champion of the Year award by Pronto Consult.
40. APPRECIATION
Your Directors record their appreciation of the valuable services rendered by all
employees of the Company, their gratitude to the banks for their assistance and to the
Company's shareholders, customers and suppliers for their continued support.
|
For and on behalf of the Board of Directors |
Place: Mumbai |
Harsh V. Goenka |
Date: April 28, 2023 |
Chairman |
NOMINATION AND REMUNERATION POLICY
1. Introduction:
This policy on Nomination and Remuneration Directors, Key Managerial Personnel
("KMP"), Senior Management Personnel ("SMP") and other employees has
been formulated in terms of the provisions of the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), as amended from time to time, in order to appoint and pay equitable
remuneration to Directors, KMP, SMP and other employees of the Company.
2. Objective:
The Policy sets out the guiding principles on:
i. Appointment and remuneration of the Directors, KMP and SMP;
ii. Determining qualifications, positive attributes and independence for appointment of
a Director (Executive / Non-Executive / Independent) and recommend to the Board a policy
relating to the remuneration for the Directors, KMP and SMP;
iii. Formulating the criteria for performance evaluation of all Directors, Board and
its Committee;
iv. Board diversity.
3. Constitution of the Nomination and Remuneration Committee:
The Board has constituted the Nomination and Remuneration Committee (NRC) on April 08,
2014 as per Companies Act, 2013.
4. Definitions:
"Act" means the Companies Act, 2013 and Rules framed thereunder, as
amended from time to time.
"Board" means Board of Directors of the Company. "Company" means
RPG Life Sciences Limited. "Directors" means Directors of the Company.
"Independent Director" (ID) means a Director referred to in Section 149 (6) of
the Companies Act, 2013 and Rules made thereunder and Regulation 16(1)(b) of the Listing
Regulations.
"Key Managerial Personnel" (KMP) means
1. Chief Executive Officer or the Managing Director or the Manager;
2. Whole-time Director(s);of
3. Chief Financial Officer;
4. Company Secretary; and
5. Such other officer, not more than one level below the directors who is in whole time
employment and designated as KMP by the Board.
"Senior Management Personnel" (SMP) means officers/ personnel of the Company,
who are members of its core management team excluding Board of Directors and shall
comprise all members of management one level below the Chief Executive Officer/Managing
Director/Whole Time Director/Manager (including Chief Executive Office/Manager, in case
they are not part of the Board) and shall include Company Secretary and Chief Financial
Officer.
Unless the context otherwise requires, words and expressions used in this policy and
not defined herein but defined in the Companies Act, 2013 and, as may be amended from time
to time, shall have the meaning respectively assigned to them therein.
5. Matters to be dealt with and recommendedby NRC to the Board
The following matters shall be dealt by the Committee:
a) Directors
Formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommending candidates to the Board, when circumstances
warrant the appointment of a new Director, having regard to the variety of skills,
experience and expertise on the Board and who will best complement the Board.
b) Evaluation of performance
Making recommendations to the Board on appropriate performance criteria for the
Directors. Formulate criteria and framework for evaluation of the Board, its committees,
and every Director and review the implementation and compliance of the manner in which
evaluation is carried out. c) Familiarization
Identifying familiarization and training programs for the Board to ensure that
Non-Executive Directors are provided adequate information regarding the operations of the
business, the industry and their duties and legal responsibilities.
d) Remuneration framework and policies
NRC is responsible for reviewing and making recommendations to the Board on the
following:
i. The remuneration of MD, KMP and SMP.
ii. Remuneration of Non-Executive Directors and Chairman.
iii. Remuneration Policy for all employees including
KMP and SMP which requires:
a. Attract and motivate talent to accomplish Company's long term growth.
b. Demonstrate a clear link between executive compensation and performance.
6. Board Diversity
NRC shall ensure a transparent nomination process to the Board of Directors with the
diversity of gender, thought, experience, qualification, knowledge, core skills,
competencies and perspective in the Board.
Diversity at the Board level shall be used as a tool for supporting the attainment of
the strategic objectives of the Company and also to drive business results.
Accordingly, while designing the composition of the Board, diversity shall be
considered on all aspects and all appointments shall be based on the above parameters.
7. Policy for appointment and removal of Director, KMP and SMP:
A. Appointment criteria and qualifications
NRC shall formulate the criteria for determining the qualification, positive
attributes, expertise, experience and independence of the person, wherever required,
eligible for appointment as Director, KMP or SMP. It shall identify such person and
recommend to the Board his/ her appointment.
For every appointment of an independent director, the Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an Independent
Director. The person recommended to the Board for appointment as an Independent Director
shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may avail the services of an external agencies, if
required, consider candidates from a wide range of backgrounds, having due regard to
diversity and also consider the time commitments of the candidates.
B. Term /Tenure
1. Managing Director
Term of appointment or re-appointment of Managing Director not to exceed five years
at a time. No reappointment shall be made earlier than one year before the expiry of term.
2. Independent Director
An Independent Director shall hold office on the Board of the Company for a term as may
be determined by the Board but in any case, not exceeding five years and shall not hold
office for more than two consecutive terms. Such Independent Director shall be eligible
for appointment after the expiry of such period as prescribed under the applicable law.
C. Retirement
The Director, KMP and SMP shall retire as per the provisions of the applicable Act, and
the prevailing policy of the Company. On the recommendation of the NRC, the Board if it
considers to be in the Company's interest, shall have the discretion to retain Director,
KMP and SMP even after attaining the retirement age.
D. Removal
In case any Director or KMP or SMP incurs any disqualification as provided under the
Act or Rules made thereunder or is in breach of Code of Governance and Ethics adopted by
the Company, the NRC may recommend to the Board removal of such Director or KMP or SMP.
8.
Policy for remuneration to MD, NEDs, KMP & SMP:
MD: i. The remuneration to be paid to the MD at the time of his/her appointment
shall be recommended by the NRC and approved by the Board of Directors and the
shareholders of the Company.
ii. Annual increment /subsequent variation in remuneration to the MD shall be approved
by the NRC/Board of Directors, within the overall limits approved by the shareholders of
the Company.
NEDs: i. NEDs shall be entitled to sitting fees as may be decided by the Board of
Directors from time to time for attending the Meeting of the Board and sub Committees of
the Board.
ii. Remuneration (including Commission) as may be recommended by NRC and subsequently
approved by the Board of Directors and shareholders of the Company, wherever required. and
the same shall be paid in accordance with the applicable laws.
iii. The NEDs shall be eligible for remuneration of professional services rendered if
in the opinion of the NRC, the NED possesses the requisite qualification for rendering
such professional services in accordance with applicable laws.
KMP & SMP: i. The remuneration to be paid to the KMP and SMP, at the time of
his/her appointment shall be recommended by the NRC and approved by the Board considering
relevant qualification, experience and performance of the individual as well as the
prevailing market conditions. The remuneration may be combination of fixed and variable
pay;
ii. Annual increment /subsequent variation in remuneration to the KMP/SMP shall be
approved by the NRC/Board of Directors.
9. Director and Officer Liability Insurance:
Wher e Insurance Policy is taken by the Company for its Directors, KMP, SMP and
employees indemnifying them against any liability, the premium paid by the Company for
such insurance cover shall not be treated as part of the remuneration payable to such
personnel. However, if such person is proved to be guilty, the premium paid on such
insurance shall be recovered from such persons.
10. General:
This policy is framed based on the provisions of the Companies Act, 2013 and Rules
framed thereunder and the requirements of Listing Regulations, as amended from time to
time. In the event of any conflict between the provisions of this Policy and of the Act or
Listing Regulations or any other statutory enactments, rules, the provisions of such Act
or Listing Regulations or statutory enactments, rules shall prevail over this Policy.
Any subsequent amendment / modification in the Listing Regulations, Act and/or other
applicable laws in this regard shall mutatis mutandis apply to /prevail upon this Policy.
Subject to applicable laws the Board can further delegate any of its powers herein to the
Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(Pursuant to the Rule 8 (3) of the Companies (Accounts) Rules, 2014)
A. Conservation of Energy:
(i) Energy Conservation measures taken during the year:
Multiple energy conservation measures were taken across all manufacturing facilities
such as strong vigilance, employee awareness, minimizing leakages and energy waste.
The following significant energy conversation measures taken during the year:
1. Chilled water system was installed for optimum usages which used 300 TR instead of
400 TR during winter season.
2. VFD and pressure transmitter were provided for controlled RPM.
3. Efficient air compressor replaced with old Air compressor and capacity enhanced.
4. Chilled water existing open loop converted in closed loop to save energy.
5. Staggering usages of Transformer during silent hours to save copper losses of power.
6. Modification of jet mill for reduction in batch cycle time.
7. Using of one cooling tower for two utilities.
8. VFD for air compressor for reduction in load.
9. Heat recovery wheel of Air Handling.
(ii) Impact of measures mentioned above for energy conservation and consequent impact
on cost of production of goods during the year: The energy conservation measures
undertaken during the year contributed to reduction in the cost of production by H 67.9
lakhs.
(iii) Measures taken for utilizing alternate sources of energy: a) Company has
signed Power Purchase Agreement for hybrid (solar + wind) power supply and it is
implemented from February 2023.
b) Agreement executed for outsourced steam operating on solid fuel and it is
implemented from September 2022.
(iv) Capital investment on energy conservation equipment: Various energy
conservation equipment's were added to the production facilities across all Plant
locations with approximate cost of H 78.9 Lakhs.
B. Technology Absorption:
1. Efforts made towards technology absorption: The company has full-fledged API and
Formulation R&D functions which are continuously engaged in R&D activities with
respect to new product development and process improvement/excellence.
Focus is on in-house new product development as well as technology transfer of products
(tablets and capsules) meant for domestic, emerging and developed markets.
2. Benefits derived like product improvement, cost reduction, product
development or import substitution: Successful development of complex generic products
is being accomplished through innovation and deployment of latest technology. Products are
developed using the principle of Quality by Design (QbD) that results into product
robustness and optimal cost.
Examples are in-house development of 2 major drug products belonging to
immunosuppressant therapeutic category for export market with successful bio equivalence
study completed for one such product and another one is in progress.
Also product and process development is being undertaken for one of the key drugs in
CVM segment.
A major project for cost reduction has been formulation re-engineering of multiple SKUs
of our legacy products.
New APIs have been taken for process development at R&D.
APIs belonging to therapy areas of Immunosuppressant, Antihypertensive,
Aquaretic, Antiepileptic, Antidepressant, Antihistamine and Antifungal are under
development.
3. In case of imported technology:
Technology transfer of some of the oral solid dosage forms have been undertaken.
4. Expenditure incurred on Research & Development:
Item |
(Rs. Lakhs) |
Capital |
480 |
Recurring |
722 |
Total |
1,202 |
C. Foreign Exchange Earnings and Outgo:
For eign Exchange earned in terms of actual inflowswas Rs.16,242 lakhs
Foreign Exchange outgo in terms of actual outflow was Rs.2,005 lakhs.
|