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Astrazeneca Pharma India Ltd.

BSE: 506820 Sector: Health care
NSE: ASTRAZEN ISIN Code: INE203A01020
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OPEN 3404.95
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VOLUME 333
52-Week high 3619.70
52-Week low 2437.75
P/E 91.08
Mkt Cap.(Rs cr) 8,391
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Sell Price 0.00
Sell Qty 0.00
OPEN 3404.95
CLOSE 3357.25
VOLUME 333
52-Week high 3619.70
52-Week low 2437.75
P/E 91.08
Mkt Cap.(Rs cr) 8,391
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Astrazeneca Pharma India Ltd. (ASTRAZEN) - Director Report

Company director report

Your Directors are pleased to present the 43rd Annual Report together withthe Audited Financial Statements of the Company for the financial year ended March312022.

Financial Results

(Rs in million)

Particulars 2021-22 2020-21
Sales and Other Income 8204 8264
Profit/(Loss) Before Tax 830 1271
Provision for Taxation
- Income Tax 226 348
- Adjustment for Deferred Tax (12) (10)
Total Tax 214 338
Profit/(Loss) after Taxation 616 933
Other comprehensive income/(loss) for the year (17) 34
Total comprehensive income for the year 599 967
Surplus brought forward from the previous year 3241 2324
Impact of Ind AS 116 - -
Total amount available for appropriation 3840 3291
Appropriation made by Directors
Transfer to General Reserve - -
Appropriation recommended by Directors
Dividend (50) (50)
Tax on proposed Dividend - -
Surplus carried over 3790 3241

Dividend

During the year the Board recommended an interim dividend of Rs 2/- per equity sharewhich was paid out during the year. The Board is pleased to recommend a final dividend ofRs 8/- per equity share of Rs 2 each which if approved at the forthcoming Annual GeneralMeeting will be paid to all those equity shareholders of the Company whose names appearin the Register of Members and whose names appear as beneficial owners as per thebeneficiary list furnished for the purpose by National Securities Depository Limited andCentral Depository Services (India) Limited as on record date fixed for this purpose. Thetotal dividend for the year would be Rs 10/- per equity share carrying face value of Rs 2each.

Business

The Company registered sales of Rs 7614 million versus last year sales of Rs 7768million and achieved a total comprehensive income of Rs 599 million during financial year2021-22. The performance for the current year was impacted due to generic proliferation oflow priced products in the Dapagliflozin market.

The second wave of COVID-19 during the year 2021 had very serious and unprecedentedeffects across various parts of the country and led to tremendous stress on healthcare andhealth delivery system.

The growth platform of the Company keeps performing well with innovative molecules likeOsimertinib Olaparib Durvalumab and Acalabrutinib. Brilinta (Ticagrelor) is approved fortreatment in Acute Coronary Syndrome and high-risk Post MI patients and gained momentumwith an achievement of 6.8% growth y-o-y despite Loss of Exclusivity by parent company.Brilinta continues to be the market leader with value share of 16.5% as against 15.8% lastyear in Oral Anti Platelets market as per IQVIA report MAT March 2022.

In the current year the Company introduced Benralizumab (Fasenra) which is aninnovative therapy to treat Severe Uncontrolled Asthma. Fasenra is also the Company'sfirst Monoclonal Antibody to target Eosinophilic Pathway of Asthma (One of the Phenotype).Launched in the beginning of the year Fasenra has gained significant advocacy amongst thePulmonologists it is being regarded as effective and safer therapy. Since launch it hastouched the lives of more than 200 patients.

Forxiga as part of the SGLT2 class of drug (Sodium Glucose Cotransporter Inhibitors)also experienced volume growth of 9.3% in trade channel despite strong headwinds from anumber of companies who launched generic versions of Dapagliflozin.

The efficacy of the Company's molecule and its wide acceptance among physicians andbenefits to numerous diabetic patients is quite evident. Dapagliflozin after gettingapproval in Chronic Kidney Disease & Heart failure with reduced ejection fraction ishelping the patients of these two chronic diseases of high unmet need and is now alsobeing endorsed by Global guidelines in these indications.

The Oncology Business Unit continues to expand its access helping more patients gainaccess to novel treatment solutions. ADAURA indication (adjuvant treatment after completetumor resection in patients with early non-small cell lung cancer (NSCLC) whose tumorshave epidermal growth factor receptor (EGFR) exon 19 deletions or exon 21 (L858R)substitution mutations) which was approved by the regulatory authorities in India duringmonth of March 2021 benefitted 17 number of patients during the year [ADAURA Trialpresented in 2020 had revealed a 79% reduction in the risk of disease recurrence or deathwith Tagrisso (osimertinib) a third-generation EGFR inhibitor versus placebo in theadjuvant setting in EGFR mutant patients with early-stage disease (stage IB II andIIIA)]. The newer launch of previous year Acalabrutinib started gaining strong tractionwith the top Physicians preferring the molecule over the competing alternative treatmentsolutions due to long term safety. The molecule is promoted in India under the brand nameof "Calquence".

Tagrisso (Osimertinib) maintained its leadership as the largest brand in the area oflung cancer treatment in India as per the IPSOS report released in December 2021. InFebruary 2022 the brand reduced its MRP as a part of strategy to increase the access ofthe novel solution considering the affordability challenge in the India market. Thereduction in the pricing has been received well in the market and brand continues to seestrong growth momentum consequent to the price dilution.

Lynparza (Olaparib) an Oral PARP Inhibitor used to treat PARP dependent tumors likeovarian cancer breast cancer prostate cancer and for pancreatic cancer which waslaunched in February 2019 is now a leader in Ovarian Cancer market. After havingestablished BRCA testing as a Standard procedure in Ovarian Cancer patients the Companyhas now created partnerships with ecosystem in bringing Homologous RecombinationDeficiency testing capability in the market helping more number of patients gettingbenefitted from the available targeted treatment therapies like Olaparib.

Imfinzi (Durvalumab) was launched in October 2019 for the patients with unresectableStage III non-small cell lung cancer (NSCLC) whose disease has not progressed followingplatinum-based chemotherapy and radiation therapy and in extensive stage small cell lungcancer continues to progress well. The brand registered a growth of 133.4% during theyear.

During the year two new global clinical studies (HIMALAYA and TOPAZ-1) were read out.Positive results from Himalaya Phase III trial showed a single high priming dose ofTremelimumab added to Imfinzi demonstrated improved overall survival (OS) versus sorafenibin 1st-line unresectable hepatocellular carcinoma (HCC). Positive results fromTOPAZ-1 Phase III trial showed Imfinzi plus Chemotherapy improved OS versus Chemotherapyalone in 1st - Line advanced bilary tract cancer. The Company is preparing forregulatory submission for getting the indication approved in India for promotion.

We are delighted to announce that in the Therapeutic Area of Oncology the Companycontinues to strengthen its ranking and is now ranked fourth largest MNC in India as perthe latest IPSOS report MAT Dec'2021 (released in May'2022).

As COVID-19 changed the working conditions across industries at the Company too werelooked at our day-to-day operations and adopted to the new situation very effectively.Technology played a key role in ensuring a continuous connect with both healthcareprofessionals (HCPs) patients and providing the vital support that they needed. Ourmulti-channel engagement model ensured a high-level engagement with our stakeholders viadiverse digital touch points. We utilised virtual platforms to launch our products andorganised knowledge sharing sessions with doctors. Employees too continued to receiverelevant training and education online.

The Company undertook a vaccination drive for all its employees and their immediatefamilies. A structured process was designed to conduct the vaccination drive across thecountry. The vaccination drive received a good response from the employees and theproactive efforts of the team that was involved in running the drive was very wellappreciated. This drive resulted in 96% of our colleagues getting vaccinated against theCOVID-19 virus.

We made sure that our manufacturing plant remained fully operational despite thechallenges around us because we know that our medicines are helping patients to lead ahealthier life.

Our resilient manufacturing operations supply chain robust inventory managementprocess and efficient distribution network enabled us to maintain business continuity.

Management has considered its liquidity position as at March 31 2022 and over the nexttwelve months by performing cash flow assessments and a sensitivity analysis thereon andhas concluded that the Company will have adequate liquidity in the ordinary course ofbusiness.

Manufacturing

In Operations as COVID challenges with Wave 3 continued we maintained strict Covidappropriate behaviours. Despite the ongoing challenges the factory delivered strongresults for 2021.

Our excellent safety and quality performance at manufacturing site continued with zeroLost Time Injury and no critical observations in both internal and external qualityaudits.

Our supply performance was strong with 100% stock availability and zero stockoutsensuring unrestricted supply to patients.

Our lean and digital journey continues focusing on low cost/no cost digital solutions.Multiple power apps dashboards have been deployed giving us real time data making ourprocesses more efficient and providing significant tangible benefits.

Major projects executed were:

• Solar Panels Installation - Approx 1100 panel - >90% Green energy usage atsite.

• Boiler fuel changed from Diesel to LPG.

People development and building capability of our people is also a focus for the site.In 2021 the Operations deployed virtual job rotation programme and local job rotations.

Material changes and commitment if any affecting financial position of the Companyfrom the end of the Financial Year and till the date of this Report

There has been no material change and commitment affecting the financial performance ofthe Company which occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this Report.

Deposits

During the year under review the Company has neither accepted nor renewed any depositsfrom the public within the meaning of Section 73 of the Companies Act 2013 and TheCompanies (Acceptance of Deposits) Rules 2014.

Safety Health and Environment

Safety Health and well-being of employees continued to be an important focus area forthe Company especially in light of the Covid Wave 2. ‘We Care For YouRs initiativewas ramped up. In addition to awareness sessions Covid screening Home Isolationmonitoring & hospitalisation introduced in 2020 vaccination camps were conducted inPAN India locations and Oxygen concentrators provided to employees on SOS basis. Oximeterswere provided to employees. We continued to distribute quality PPE on a regular basis toall teams in order to provide a safe working environment for our employees. Additionalstate of the art Covid precautions were introduced in the Head Office.

Human Resources and Employee Relations

The Company is committed to provide career opportunities for its employees and enabletheir growth and development. In the year 2021-22 to enable our workforce readiness inthe new normal context digital has been a key area of focus both for Sales Force andfunctional teams. To support our colleagues in the digital skill-set there has been anextensive investment on capability building to strengthen virtual/remote connect skillsalong with scientific and technical knowledge across the business.

There is continued focus on enabling career development and learning opportunities forthe employees. During the year we continued with India Development Week for all employeeswhich was focused on building capabilities and competencies aligned to our futureportfolio. We also had a dedicated "Power of Diversity" Week to embed aninclusive culture and reinforce our commitment to nurturing and building a diverseorganisation with employees from different backgrounds and cultures. We also transitionedfrom rating based Performance Management approach to Performance Development approachfocused on continuous coaching and feedforward culture. The Company also continued toinvest in talent development programmes to accelerate our talent pipeline for countryleadership role with continued investment on education exposure and experience throughGlobal Regional and Local programme.

Number of Employees

The total number of employees of the Company as on March 31 2022 was 1183 as against1283 as on March 312021.

Legal Matters

In the last year's Board's Report members were inter alia informed about Arbitrationproceedings initiated by National Highway Authority of India (NHAI) before Arbitrator atBengaluru in relation to first acquisition of land made by NHAI in 2004 and thearbitration proceedings invoked by the Company seeking inter alia enhancement ofcompensation from NHAI in respect of second acquisition of land made by NHAI in 2011.Further the members were also informed about Writ Petition filed by the Company beforethe Hon'ble High Court of Karnataka challenging demand notice received from BruhatBengaluru Mahanagar Palike dated August 7 2014 demanding improvement charges from theCompany and the interim stay granted by the Hon'ble High Court of Karnataka. During thefinancial year under review there have been no reportable developments on the abovematters.

During the year the Company received a demand notice for an amount of Rs 157.39 crore(and interest thereupon) under Trade Margin Rationalisation notification (TMRnotification) from National Pharmaceutical Pricing Authority (NPPA) alleging overchargingof a patented anti-cancer drug sold during the period of March 8 2019 to January 312021. The said drug has been included with certain other anti-cancer medicines on whichtrade margin caps are applicable under TMR notification. Based on evaluation managementis of the view that the TMR notification is not applicable to the aforesaid patented drugand all applicable laws relating to the pricing of the product have been complied with.The Company has filed a Writ Petition before the High Court of Delhi challenging theNPPA's demand notice and the Writ Petition is currently pending hearing.

Transfer to Investor Education and Protection Fund

There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company in the financial year 2021-22.

Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors state in terms of Section 134 (5) of theCompanies Act 2013 (the Act):

(a) that in the preparation of the annual financial statements for the year ended March312022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any.

(b) that they had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312022 and of the profit ofthe Company for the year ended on that date.

(c) that they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

(d) that they had prepared the annual financial statements on a going concern basis.

(e) that they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.

(f) that they had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

The details in respect of internal financial controls and their adequacy are includedin the Management Discussion & Analysis Report which forms part of this Report.

Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company is committed to provide a healthy environment to all its employees. Thereis zero tolerance of discrimination and/or harassment in any form. The Company has inplace a Prevention of Sexual Harassment Policy and an Internal Complaints Committee as perthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the financial year under review there was 1 complaint received by the InternalComplaints Committee and the same was resolved.

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Board Meetings

During the financial year 5 meetings of the Board were held. For details of themeetings of the Board please refer to the Corporate Governance Report which forms partof this Report.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘Listing Regulations') performanceevaluation exercise was carried out for evaluation of the performance of the Board as aWhole the Chairman Independent Directors and the Non-Independent Directors.

The Company had formulated a questionnaire to carry out the evaluation exercise. Thequestionnaire has been structured to embed various parameters based on identified criteriasuch as composition functioning of board/committees process individualroles/obligations etc. and framework to carry out the evaluation effectively.

Further as part of the process the Chairman of the Board provided feedback to theBoard members on the evaluation carried.

As required under Listing Regulations the Independent Directors held a separatemeeting on February 8 2022. All Independent Directors attended the meeting. TheIndependent Directors discussed/reviewed the matters specified in Regulation 25(4) of theListing Regulations.

Nomination and Remuneration Policy of the Company

The Company has adopted a Nomination and Remuneration Policy relating to appointmentand remuneration of Directors Key Managerial Personnel and Senior Executives of theCompany which inter alia govern the selection/nomination of Board members appointment toSenior Management levels review and approval of their remuneration etc. The policy isavailable at https://www. astrazeneca.in/content/dam/az-in/pdf/files/AprNomination%20and%20Remuneration%20Policy.pdf.

Vigil Mechanism/Whistle-Blower Policy

The Company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behaviour actual or suspected fraud or violation of the Company's code ofconduct.

The mechanism provides for adequate safeguards to Director(s)/ Employee(s) who avail ofthe mechanism. In exceptional cases Directors and Employees have direct access to theChairman of the Audit Committee. The Whistle Blowing Policy is available athttps://www.astrazeneca.in/content/dam/azin/pdf/2019/Whistle%20 Blowing%20Policy.pdf.

Dividend Distribution Policy:

The Company has adopted a Dividend Distribution Policy which is annexed herewith asAnnexure - I which forms part of this Report. The Dividend Distribution Policy is alsoavailable at https:// www.astrazeneca.in/content/dam/az-in/pdf/2017/Dividend%20Distribution%20Policy.pdf.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The information on Conservation of Energy Technology Absorption and Foreign Exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed as Annexure - II whichforms part of this Report.

Related Party Transactions

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel and Senior Management which may have apotential conflict with the interest of the Company at large.

The Company entered into materially significant related party transactions withAstraZeneca UK Limited for purchase transfer and receipt of products goods materialservices and reimbursement on account of transfer price or other obligations. The same iswithin the limits duly approved by the members at the 40th Annual GeneralMeeting.

Further the Company has taken the approval of members of the Company through postalballot for the transactions to be entered by the Company with AstraZeneca UK from March312022.

All related party transactions are placed before the Audit Committee for its priorapproval. Omnibus approval of the Audit Committee is obtained for transactions which arerepetitive in nature or when the need for them cannot be foreseen in advance.

The Company has adopted a Policy for dealing with Related Party Transactions. ThePolicy as approved by the Board is available athttps://www.astrazeneca.in/content/dam/az-in/pdf/files/Policy%20on%20Related%20Party%20TransactionsS.pdf

Details of the related party transactions as required under Section 134(3)(h) read withRule 8 of the Companies (Accounts) Rules 2014 are attached as Annexure - III whichforms part of this Report.

Risk Management

The Company has in place a mechanism to inform the Board about the risk assessment andminimisation procedures and periodical review is carried out to ensure that executivemanagement controls risks by means of a properly defined framework.

The Company has formulated a Risk Management Policy which will guide the RiskManagement Committee and the internal team to effectively manage the risks that thebusiness faces.

The details of Risk Management Committee and its terms of reference are set out in theCorporate Governance Report which forms part of this report.

Corporate Social Responsibility

Inspired by our Values and what science can do the Company focused on accelerating thedelivery of life-changing medicines that create enduring value for patients and society.The Company committed to operating in a way that recognises the interconnection betweenbusiness growth the needs of society and the limitations of our planet. In the year 2021while at one end the Company continued our focus on access to healthcare the Company alsolooked at ways we can contribute in protecting the environment.

The Company's flagship initiative "Ganga Godavari Screening Programme"continued its focus on early detection via preventive screening of non-communicablediseases in the under resourced communities.

(a) At one end the Company cancer screening programme that were launched in the year2019 entered phase 2. In consensus with National Health Mission and the Ministry ofHealth and Family Welfare the programme moved and was implemented in Tikri village inUttar Pradesh. In order to make the programme more sustainable the Company created atri-party support model that could bring in local medical support for patient referenceand community-based intelligence to catalyse field work and outreach. Indian CancerSociety being the Company's primary partner worked closely with Banaras Hindu Universitythat supported our mission to conduct specialised health camps that focused on checkingwomen for Ovarian Breast and Cervical cancer. Despite multiple interruptions given thepandemic-based lockdowns the camps touched about 5500 beneficiaries where over 220suspected positive cases were referred for further medical treatment.

(b) The initiative was supported by a public facing campaign ‘New Normal SameCancer' that was developed in collaboration between AstraZeneca and the global cancerpatient community touched about 18.4 million people this year. The campaign that wasinitially developed alongside a steering committee of advocacy partners from around theworld during the pandemic to raise awareness on the need for people to get back to cancercare services despite the disruption caused by the COVID-19 expanded its focus onbringing about awareness on Cancer its causes better management and importance ofpreventive treatment. This was implemented by on-boarding multiple influencers fromdifferent walks of life such as real-life survivors celebrities renowned care takers whohave seen the journey of a cancer patient closely to build awareness. This World CancerDay these influencers helped the Company disseminate its message that ‘Cancerdoesn't wait and neither should you' directly through multi-media such as radio facebookInstagram etc.

(c) The Company entered into cardiac care as another area posing a significant burdenon the healthcare ecosystem of the country. AstraZeneca joined hands with UmmeedFoundation to support Gauri Healthy Heart a project that was conceptualised by Padma ShriDr. Upendra Kaul in the year 2020 that focuses on preventing heart attacks and strokes.With a No-heart-attack-mission-2025 the project is a collaboration between central &state/union territory government health departments medical education & academicresearch centres pharma companies social & development organisations armyvolunteers and civil society at grass root levels. In its early years it has targetedremoter parts of the country starting with union territory of Jammu and Kashmir andfanning out to various selected parts of India. These healthy heart screening campsevaluate numerous patients with high blood pressure or diabetes with or without a heartdisease already on treatment. The project is driven by an objective of making qualityheart care available to underprivileged people by early identification and treatment ofheart attacks and strokes prevention of reoccurring cardiovascular events and reductionin deaths from cardiovascular ailments.

Our global ‘Young Health Programme' expanded its boundaries from Delhi toKarnataka this year. An over a decade old programme implemented in multiple communities ofDelhi helped us build a model ‘community development' approach that could influencebehaviours especially in youngsters between 10-24 years of age.

This programme founded in partnership with John Hopkins School of Public Health andPlan International AstraZeneca global aims at improving health outcomes of vulnerableyouth by building awareness on ill-effects of behaviours such as tobacco and alcoholconsumption smoking unhealthy lifestyle etc. that could lead to NCDs such as CancerDiabetes heart ailments etc. in the long run. With a unique working model this projectis implemented by developing youth from the community itself as ‘Peer Educators' whonot only believe in the objective of the programme but also act as influencers in drivingchange within the community. Thus far the programme has over 21 ‘Health InformationCenters' - that are the focal points in identified communities helping us spread the rightinformation on NCD Prevention and Management from generating awareness to identifyingsustainable solutions to influence behaviour. This year with the help of the impact wehave created we garnered support from the local government both in Karnataka and Delhiincluding MoHFW NCD Cell national health mission in not only implementing the programmebut also strategically strengthening our grassroot connect by involving communitygovernment health offices to be able to engage with the community. This programme has thusfar touched more than 460000 young people with health information and trained more than7800 Peer Educators who have delivered numerous health promotion activities with thetarget community from time to time. Specifically in Karnataka we aim to touch about50000 lives in its first year.

Once the vaccination drive against COVID-19 began in India vaccine hesitancy becamethe next big matter of concern. There were multiple reports emerging from differentregions where general pubic was hesitant to administer their dose due to myths fear ofside effects and misconceptions. This needed quick and strong community intervention toensure that more and more people came forward for vaccination of both the doses to curbthe spread of COVID-19 infection. The Company recognising the gap made an effort tostrengthen community action for the COVID vaccination drive through Plan India.‘Vaccine Hesitancy Programme' was curated with two-fold objectives: supportinggovernment efforts to combat the outbreak of COVID-19 in the country by addressingvaccination hesitancy and promoting COVID appropriate behaviour through community-ledaction. The Company collaborated to curate and support "COVID VaccinationCampaign" for end-to-end outreach in Bawana and Jahangirpuri area of North Delhi topromote COVID appropriate behaviour and thereby improve the vaccine uptake throughcommunity mobilisation. The target groups in the project included men women and childrenfrom these resettlement colonies. Over 11000 people were vaccinated about 40000 reachedwith targeted messages through 7300 household visits and over 395000 people weresensitised on COVID appropriate behaviour and COVID-19 Vaccination through mass awareness.

‘AZ ForestRs initiative by the Company looks forward to restoring forests andbiodiversity by planting trees worldwide in partnership with local governments andnon-profit organisations. Tree plantation across globe is often seen as a quantity drivenactivity with the goal of planting a certain number of trees in a day or an hour. But thisis associated with certain maintenance and ownership challenges. In India with an aim toconvert a denuded area of land into a lush green forest to create an ecosystem involvingcommunity the Company collaborated with SankalpTaru Foundation focused on afforestationthroughout India and providing livelihood to farmers along the way. We flagged off a masssapling plantation campaign in Bengaluru and committed to planting 5000 smartlygeo-tagged trees in phase 1 that would enable individualistic tracking of each plantremotely. This unique model will help in ensuring that the growth and management of aplant is well monitored and timely interventions can be planned as and when required. Theapproach here was to lay the foundation of greenery on a denuded community land convert abarren land into forest owning the plantation of trees and maintaining them for an agreedperiod of three years of time and lastly transferring a healthy and green forest back tothe community owner at the end of its agreed tenure.

The Company's ‘Back2school' campaign was curated given a need found at the groundlevel where people started putting their children away from school once the lockdown werelifted. This 3 month long campaign in two communities of New Delhi had a straight forwardobjective to mobilise parents and nudge them to ensure that the education for theirchildren continued. With the help of local youth and peer educators this programme saw aparticipation from 5400 parents over 1500 education kits distribution to young girlsand 1200 safety kits were distributed to help children return to school.

Taking the promise of care forward with an underlying objective of adherence totreatment the Company committed to fulfil the wishes of about 830 children suffering fromcritical ailments across the country in collaboration with Make-A-Wish Foundation. It hasproven to have created an impact in a patient's treatment cycle as indicated during theinteractions with multiple health professionals treating children. This support is animportant adjunct to medical treatment and health experts have observed their patientsfeel better and comply more readily with treatment protocols when they experience theirwish come true. The community volunteers who grant wishes say the wish granting processheightens both their ability to see the best in others and their commitment to activelyhelp more people in need. The Company supported a series of 11 events organised eithervirtually or on-ground across Bengaluru Goa Mumbai Kolkata Jaipur Delhi PuneHyderabad Chennai Ahmedabad and Baroda in an effort to reach out as many childrenbetween the age of 3 to 18 years as possible and leave them with joyous memories.

The Corporate Social Responsibility Policy is available at https://www.astrazeneca.in/content/dam/az-in/pdf/files/Corporate%20Social%20Responsibility%20PolicyS.pdf.

The Annual Report on CSR activities in terms of the requirements of Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed herewith as Annexure - IVwhich forms part of this Report.

Annual Return of the Company

In terms of the requirements of Section 92(3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return is available atwww.astrazeneca.com/india.

Details of remuneration of Directors/Key Managerial Personnel

The information relating to remuneration of Directors/ Key Managerial Personnel asrequired under Section 197(12) read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 of the Act is given in Annexure - Vwhich forms part of this Report.

Particulars of Employees

The statement under Rule 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are set out in Annexure - VI which forms part ofthis Report.

However the said Annexure shall be provided to Members on a specific request made inwriting to the Company. The said information is open for inspection and any memberinterested in obtaining the copy of the same may write to the Company Secretary.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the Listing Regulations isannexed as Annexure - VII which forms part of this Report.

Corporate Governance

A detailed report on corporate governance as required under the Listing Regulations isannexed as Annexure - VIII which forms part of this Report. Certificate of the PracticingCompany Secretary regarding compliance with the conditions stipulated in the ListingRegulations forms part of the Report on Corporate Governance.

Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or the Board as required underSection 143(12) of the Act and Rules framed thereunder.

Particulars of Loans Guarantees or Investments

During the year under review the Company has not granted any Loan Guarantees or madeInvestments within the meaning of Section 186 of the Companies Act 2013.

Significant and material orders passed by the Regulators or Courts or Tribunals

During the year under review there was no significant and material orders passed bythe Regulators or Courts or Tribunals impacting the going concern status of the Company.

Committees

Pursuant to Section 178 of the Companies Act 2013 and the rules made thereunder theBoard of Directors at its meeting held on May 30 2014 had constituted the Nomination& Remuneration Committee and the Stakeholders' Relationship Committee.

Pursuant to Section 135 of the Companies Act 2013 and the rules made thereunder theBoard of Directors at its meeting held on August 12 2014 had constituted the CorporateSocial Responsibility Committee. Further pursuant to Regulation 21 of the ListingRegulations the Board of Directors at its meeting held on February 6 2019 hadconstituted the Risk Management Committee. Details of these Committees including the AuditCommittee are given in the Corporate Governance Report.

Directors and Key Managerial Personnel

The Companies Act 2013 provides for appointment of Independent Directors who shallhold office for a term of up to 5 consecutive years on the Board of the Company and shallbe eligible for re-appointment on passing of a special resolution by the Company. Furtherthe provisions of retirement by rotation as envisaged under Section 152 of the CompaniesAct 2013 shall not apply to such Independent Directors. The Independent Directors of theCompany Mr. Narayan K. Seshadri Ms. Revathy Ashok and Ms. Shilpa Shridhar Divekar havefurnished the required declaration under the provisions of Section 149 of the CompaniesAct 2013 affirming that they meet the criteria of independence.

Changes to the Board of Directors

Pursuant to Section 152 of the Companies Act 2013 Mr. Rajesh Marwaha (ExecutiveDirector) will retire by rotation at the ensuing Annual General Meeting and beingeligible offer himself for re-appointment. A resolution in this behalf is set out at ItemNo. 3 of the Notice of the Annual General Meeting.

Based on the recommendations of the Nomination & Remuneration Committee Ms. ShilpaShridhar Divekar (Non-Executive Independent Director) was appointed as an AdditionalDirector of the Company by the Board of Directors on December 29 2021. A proposal isplaced before the members for appointment of Ms. Shilpa Shridhar Divekar as a Director tohold office for a term of 5 consecutive years i.e. up to December 28 2026.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Secretarial Standard on General Meetingsbrief resume and other disclosures relating to the Directors who are proposed to beappointed/re-appointed are given in the Annexure to the Notice of the 43rdAnnual General Meeting.

The details of familiarisation programme and annual board evaluation process forDirectors have been provided in the Corporate Governance Report.

As on date Mr. Gagandeep Singh Bedi Managing Director Mr. Rajesh Marwaha ChiefFinancial Officer & Director and Mr. Pratap Rudra Company Secretary & LegalCounsel are the Key Managerial Personnel of the Company.

Auditors

Statutory Auditors:

At the Annual General Meeting held on August 9 2021 the present statutory auditorsM/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration No.304026E/E-300009) were re-appointed as statutory auditors of the Company for a period of5 years viz. till the conclusion of 47th Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andamendments made thereto the Company engaged the services of Mr. Vijayakrishna K.T.Practicing Company Secretary to conduct the Secretarial Audit of the Company for thefinancial year ended March 312022. The Secretarial Audit Report in Form MR-3 is annexedas Annexure - IX which forms part of this Report.

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meetings and Annual General Meetings.

Cost Auditors:

The Board of Directors of the Company based on recommendation of the Audit Committeehas appointed M/s. Rao Murthy & Associates Cost Accountants Bengaluru (holdingRegistration No.000065) as Cost Auditor of the Company for conducting the Cost Audit forthe financial year 2022-23 on a remuneration as mentioned in the Notice convening the 43rdAnnual General Meeting.

A Certificate from M/s. Rao Murthy & Associates Cost Accountants has beenreceived to the effect that their appointment as Cost Auditor of the Company is inaccordance with the limits specified under Section 141 of the Act and Rules framedthereunder.

Cost Audit Report for the year 2020-21 was filed with the Ministry of Corporate Affairson September 6 2021.

The Company maintains the cost records as specified by the Central Government underSection 148 (1) of the Act.

Acknowledgements

Your Directors take this opportunity to thank AstraZeneca Pharmaceuticals AB Swedenand AstraZeneca PLC UK for their valuable guidance and strong support to the Company'soperations during the year.

Your Directors would also like to thank the Central and the State Governments otherStatutory and Regulatory Authorities the Company's Bankers the Medical Profession andTrade Vendors & Business Associates and the Members for their continued valuablesupport to the Company's operations.

Your Directors place on record their sincere appreciation of the significantcontribution and continued support of the employees at all levels to the Company'soperations during the year.

For and on behalf of the Board of Directors
Place: Bengaluru Narayan K. Seshadri
Date: May 26 2022 Chairman

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