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Company Information

Home » Market » Company Information

Cipla Ltd.

Sep 22, 02:10
968.55 +12.50 (+ 1.31 %)
VOLUME : 54557
Prev. Close 956.05
Open Price 951.00
Bid PRICE (QTY.) 968.25 (51)
Offer PRICE (Qty.) 968.70 (201)
Sep 22, 01:59
973.65 +17.55 (+ 1.84 %)
VOLUME : 1597388
Prev. Close 956.10
Open Price 952.25
Bid PRICE (QTY.) 973.40 (2)
Offer PRICE (Qty.) 973.65 (259)
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Market Cap. ( ₹ ) 78539.83 Cr. P/BV 4.29 Book Value ( ₹ ) 227.19
52 Week High/Low ( ₹ ) 997/707 FV/ML 2/1 P/E(X) 32.66
Bookclosure 25/08/2021 TTM EPS ( ₹ ) 31.51 Div Yield (%) 0.51
You can view full text of the latest Director's Report for the company.
Year End :2021-03 

The Board of Directors is 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, 2021.

Financial Summary and State of Affairs

H in Crore

Year ended 31st

March, 2020



Year ended 31st

March, 2021







Gross total revenue





Profit before tax and exceptional items





Profit for the year (after tax attributable to shareholders)






Other comprehensive income for year (not to be reclassified to P&L)






Other comprehensive income for year (to be reclassified to P&L)






Surplus brought forward from balance sheet






Profit available for appropriation











Tax on dividend





Surplus carried forward



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

The standalone as well as the consolidated financial statement have been prepared in accordance with the Indian Accounting Standards (Ind AS).

Share Capital

During the year under review, the Company issued and allotted 2,27,950 equity shares to its employees under the Employee Stock Option Scheme 2013-A. As a result, the issued, subscribed and paid-up share capital of the Company increased from H 1,61,24,70,658/-(divided into 80,62,35,329 equity shares of H 2/- each) to H 1,61,29,26,558/- (divided into 80,64,63,279 equity shares of H 2 each). The equity shares issued under the Employee Stock Option Scheme 2013-A rank pari-passu with the existing equity shares of the Company.


In line with the Dividend Distribution Policy of the Company, we recommend a final dividend of H 5/- per equity share (i.e. 250% of face value) for the financial year ended 31st March, 2021. The dividend, if approved at the Annual General Meeting (AGM), will be paid to those members whose names appear in the Register of Members as on close of Tuesday, 10th August, 2021. The total dividend payout will be approximately H 403.23 crores, 16.34 % of the standalone profit after tax of the

Company. The Dividend Distribution Policy is uploaded on the website at files/2019-01/Dividend%20Distribution%20Policy.pdf


During the year, as per provisions under IndAS 102 -Share-based Payment, the Company has transferred an amount of H 2.02 crores to the General Reserve from the Share Based Payment Reserve, due to lapse of vested options under the Cipla Employee Stock Scheme 2013 - A.

Nature of business

The Company is engaged in the business of development, manufacturing, sale and distribution of pharmaceutical generic medicines, branded generic medicines, specialty medicines, and OTC consumer wellness products. The Company also offers in-licensed patented medicines and in-licensed diagnostics kits for

COVID-19. During the year, there has been no change in the nature of business of the Company.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the 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, has been presented in a separate section on page 129, forming part of this report.

Corporate Social Responsibility (CSR)

A detailed report on Cipla's various CSR initiatives has been provided in the Social Capital section forming part of Integrated Report on page 108 and Annual Report on CSR initiatives, as required under Section 135 of the Companies Act, 2013 (Act) which is annexed as Annexure I to this report on page 160. Details of the CSR Committee composition, role and meetings, etc. have been provided in the Report on Corporate Governance on page 200.

Business Responsibility Report

In compliance with the provisions of Regulation 34 of the Listing Regulations, the Business Responsibility Report (BRR) is presented in a separate section on page 176 of this report. Since the Company has adopted International Integrated Reporting Council (IIRC) framework for publishing the Annual Report, reports on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the Ministry of Corporate Affairs (MCA), Government of India, is provided in relevant sections of the Integrated Report with suitable references in the BRR.

Corporate Governance

In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review, is presented in a separate section on page 183 of this report.

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

Directors' Responsibility Statement

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

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

ii. Selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2021 and of the profit of the Company for the year ended 31st March, 2021;

iii. Taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure III to this report.

Employee Stock Option Scheme

Cipla Employee Stock Option Scheme 2013-A

The Company has an Employee Stock Option (ESOP) Scheme, namely "Employee Stock Option Scheme 2013-A” (ESOP Scheme) that acts as a retention tool and helps to promote a culture of ownership among employees of the Company and its subsidiary companies. There was no change in the ESOP scheme during the financial

year under review and no employee was granted options equal to or exceeding 1% of the issued share capital of the Company.

Cipla Employee Stock Appreciation Rights Plan 2021

In order to align employee rewards with the Company's long-term growth and shareholder value creation and also to attract, retain and motivate the best available talent, pursuant to the shareholder's approval dated 25th March, 2021 the "Cipla Employee Stock Appreciation Rights Scheme 2021" (ESAR Scheme) for issue of stock appreciation rights was implemented by the Board during FY 2020-21. Under the Scheme, the ESAR grantees are entitled to receive appreciation in the value of vested ESARs in the form of equity shares. During the year, no ESARs were granted under the scheme.

The NRC administers the ESOP Scheme and the ESAR Scheme (collectively referred to as 'Schemes'). The Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). Details of the Schemes have also been provided in Note No. 42 of the standalone financial statement. The disclosure in compliance with SBEB Regulations, is available on the Company's website at investors/annual-reports.

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

Human Resources

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

Information required under Section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate exhibit forming part of this report and is available on the website of the Company at investors/annual-reports.

Particulars of Loans, Guarantees and Investments

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

Annual Return

The Annual Return as on 31st March, 2021 has been placed on the website of the Company and can be accessed at

Vigil Mechanism

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

Directors, employees and external stakeholders can report their genuine concerns either in writing or by email to the Chairperson of the Ethics Committee or to the Chief Internal Auditor at ethics@cipla. com or to the Chairperson of the Audit Committee at An Ethics Committee comprising 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 as members, investigates whistle-blower complaints. A report on the functioning of the mechanism, including the complaints received and actions taken, is presented to the Audit Committee on a quarterly basis. The Whistle-Blower Policy is available on the Company's website at https://www. Blower%20Policy%20V3-%20Final.pdf.

Detailed update on the functioning of the Whistle-Blower Policy and compliance with the Code of Conduct has also been provided in the Report on Corporate Governance, on page 204.

Prevention of Sexual Harassment of Women at Workplace

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

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

Details of complaints received/disposed during FY 2020-21 are provided in the Report on Corporate Governance on page 207.

Related Party Transactions

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 on page 206.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2020-21 were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, that could be considered material in accordance with the Company's Policy on Dealing with Related Party Transactions. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However, disclosure on related party transactions as per IND AS-24 has been provided under Note No. 41 of the standalone financial statements on page 290 and Note No. 48 of the consolidated financial statements on page 409.

During the year, the Company amended the Policy on Dealing with Related Party Transactions ('RPT Policy') to simplify the process of transaction approval sought from the Audit Committee. The RPT Policy is available on the Company's website at default/files/2020-06/Policy%20on%20dealing%20 with%20Related%20Party%20Transactions.pdf

Internal Financial Control and its adequacy6

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

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

Effectiveness of IFC is ensured through Management reviews, controlled self-assessment and independent testing by the Internal Auditor.

Risk Management

The Board of Directors has formed an Investment and Risk Management Committee (IRMC) which oversees the Enterprise Risk Management (ERM) process. An update on ERM activities is presented and deliberated upon in the IRMC meetings on quarterly basis and periodically at the Board level from time to time but at least once a year. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In terms of the provisions of Section 134 of the Act, a detailed note on Risk Management has been provided on page 52 of this report.

Board Evaluation

In order to ensure that the Board and board committees are functioning effectively and to comply with statutory requirements, the annual performance evaluation of the Board, board committees and individual directors was conducted during the year. The evaluation was carried out based on the criteria and framework approved by the NRC. A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance on page 189.

Subsidiaries, Associates and Joint Ventures

At the beginning of the year, the Company had 51 subsidiaries and 4 associates, as against 46 subsidiaries and 5 associates as on 31st March, 2021. During the year, the following companies were incorporated, acquired, liquidated or divested:

o Incorporation of Cipla Therapeutics Inc., USA, to expand business in specialty segment in the US market.

o Acquisition of 21.85% stake in GoApptiv Private Limited to enable wider reach of key brands in the tier 3 towns through GoApptiv's solutions for end-to-end brand marketing and channel engagement.

o Amalgamation of Cipla Pharma Lanka (Private) Limited with Breath Free Lanka (Private) Limited to eliminate duplication resulting in operational synergies and reduction of costs together with focused operational efforts, rationalisation, standardisation and simplification of business processes.

o Divestment of stake in the following subsidiaries:

o Anmarate (Pty) Limited, South Africa by Cipla Medpro South Africa (Pty) Limited, South Africa (wholly owned subsidiary) as a part of over-all group simplification process.

o Quality Chemicals Limited, Uganda, for eliminating complexity and enhancing focus by exiting non-core business.

o Voluntary liquidation of following wholly-owned subsidiaries as a part of internal reorganisation:

o Cipla (Mauritius) Limited, Mauritius

o Cape to Cairo Exports (Pty) Limited, South Africa

o Cipla (UK) Limited, UK

Details of these subsidiaries and associates are set out on page 355 of the Annual Report. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of the subsidiary and associate companies in form no. AOC-1 is given on page 417 of the Annual Report. The statement also provides details of the performance and the financial position of each of the subsidiaries and associates. The consolidated financial statements presented in this Annual Report include financial results of the subsidiary and associate companies.

Copies of the financial statements of the subsidiary companies are available on the Company's website

Scheme of Arrangement

During the year, the Board of Directors had approved the Scheme of Arrangement ("Scheme") between the Company ("Demerged Company"), Cipla BioTec Limited ("Resulting Company 1") and Cipla Health Limited ("Resulting Company

2") and their respective shareholders for the transfer of India based US business undertaking ("Demerged Undertaking 1") of the Demerged Company into the Resulting Company 1 and transfer of consumer business undertaking ("Demerged Undertaking 2") of the Demerged Company to Resulting Company 2 by way of demerger. The Company has received all necessary approvals and is in the process of filing an application before the National Company Law Tribunal for approval of the Scheme.

The Scheme details, rationale and benefits, along with other documents, are available on the Company's website at

Directors and Key Managerial Personnel

At the 84th AGM of the Company held on 27th August, 2020, the shareholders approved the (i) re-appointment of Ms Naina Lal Kidwai as Independent Director for a second term of five years effective 6th November, 2020, (ii) re-appointment of Ms Samina Hamied as Executive Vice-Chairperson for a period of five years effective 10th July, 2020, and (iii) re-appointment of Mr S Radhakrishnan as non-executive director liable to retire by rotation.

On the recommendation of the NRC, the Board recommends the following appointments /

re-appointment: (i) re-appointment of Mr M K

Hamied, who retires by rotation and being eligible has offered himself for re-appointment as director liable to retire by rotation (ii) re-appointment of Mr Umang Vohra as Managing Director and Global Chief Executive Officer for a period of five (5) years commencing from 1st April, 2021 till 31st March, 2026 (iii) appointment of Mr Robert Stewart as Independent Director of the Company for a for a period of five (5) years commencing from 14th May, 2021 to 13th May, 2026.

In the opinion of the Board, all the directors, as well as the directors proposed to be appointed / re-appointed, possess the requisite qualifications, experience and expertise and hold high standards of integrity. All of the independent directors except Mr. Robert Stewart, are exempt from the requirement of passing the proficiency test. Unless exempted, Mr. Robert Stewart will be required to pass the proficiency test within the permissible time limit. The list of key skills, expertise and core competencies of the Board of Directors is provided in the Report on Corporate Governance at page 186 of this Annual Report.

Details such as brief resumes, nature of expertise in specific functional areas, names of companies in which the above-named directors hold directorships, committee memberships/ chairpersonships, shareholding in Cipla, etc. are furnished in the Notice of the AGM.


Key Managerial





Ms Samina Hamied

Executive ViceChairperson

Managing Director and


Mr Umang Vohra

Global Chief Executive Officer


Mr Kedar Upadhye

Global Chief Financial Officer


Mr Rajendra Chopra

Company Secretary and Compliance Officer

The criteria for determining qualification, positive attributes and independence of a director are given in the Nomination, Remuneration and Board Diversity Policy, disclosed as Annexure E to the Report on Corporate Governance. During the year, the Board, on the recommendation of the NRC, amended the policy twice to add the evaluation criteria while appointing any Key Managerial Personnel or Senior Management Personnel, and to modify the sitting fees for nonexecutive directors.

As on 31st March, 2021, the Company has the following Key Managerial Persons (KMP) as per Section 2(51) of the Act:

Except Dr Peter Mugyenyi and Mr S Radhakrishnan, none of the other directors, including the Managing Director and Global CEO and the Whole-Time Director, received any remuneration or commission from any of the Company's subsidiaries.

Declaration by Independent Directors

All independent directors have submitted requisite declaration confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and (ii) are compliant of the Code of Conduct laid down under Schedule IV of the Act.

All the directors have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Board Committees and Number of Meetings of the Board and Board Committees

The Board has following committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

iv) Stakeholders Relationship Committee

v) Investment and Risk Management Committee

vi) Operations and Administrative Committee

The Board constituted one special committee i.e. Committee of Independent Directors pursuant to the requirement of the SEBI Circular No. SEBI/HO/CFD/ DIL1/CIR/P/2020/249 dated 22nd December 2020. All the independent directors were appointed as the members of the Committee.

All the recommendations of the board committees, including the Audit Committee, were accepted by the Board.

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

Auditor and Auditor's Report

M/s. Walker Chandiok & Co LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on 28th September, 2016, for a term of five consecutive years i.e. upto the conclusion of ensuing 85th AGM.

As per the provisions of Section 139 of the Act, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants for a further period of five years i.e. upto the conclusion of 90th AGM.

M/s. Walker Chandiok & Co LLP, Chartered Accountants, (i) have expressed their willingness to be reappointed for a further term, (ii) have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141 (3)(g) of the Act.

A resolution proposing re-appointment of M/s. Walker Chandiok & Co LLP as the Statutory Auditor of the Company and their remuneration pursuant to Section 139 of the Act, along with the explanatory statement, forms part of the Notice of 85th AGM.

The Auditor's Report for FY 2020-21 does not contain any qualification, reservation, adverse remark or disclaimer. Further, there are no instances of any fraud reported by the Auditors to the Audit Committee or to the Board pursuant to Section 143(12) of the Act.

Secretarial Auditor and Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2021 is annexed as Annexure V to this report.

The Board of Directors, 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 FY 2021-22. They have confirmed their eligibility for the re-appointment.

The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

Cost Auditor and Cost Audit Report

The Board of Directors, on the recommendation of the Audit Committee, had appointed Mr D H Zaveri, practising Cost Accountant (Fellow Membership No. 8971) as Cost Auditor to conduct the audit of Company's cost records for the financial year ended 31st March, 2021. The Cost Auditor has confirmed that they are not disqualified pursuant to the provisions of Section 141 of the Act read with Section 139 and 148 of the Act. The Cost Auditor will submit their report for the FY 2020-21 on or before the due date. The Cost Audit Report, for the year ended 31st March, 2020, was filed with the Central Government within the prescribed time. The Company maintains the Cost Records as per the provisions of Section 148(1) of the Act.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditor for FY 2021-22 is required to be ratified by the members, the Board of Directors recommends the same for approval by members at the ensuing AGM. The proposal forms part of the Notice of the AGM.

Key Initiatives with respect to Stakeholder Relationship, Customer Relationship, Environment, Sustainability, Health and Safety

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

Other Disclosures

During the financial year under review:

o 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.

o the Company issued and allotted equity shares under the ESOP scheme and there were no instances wherein the Company failed to implement any corporate action within the statutory time limit.

o the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on 31st March, 2021.

o the Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

o 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.

o 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.


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

On behalf of the Board

Date: 14th May, 2021 Y K Hamied

Place: Mumbai Chairman