Your Directors are pleased to present the Twenty Fourth Annual Reportand the Financial Statements for the Financial Year ended on March 31 2019.
The financial statements of the Company have been prepared inaccordance with the Indian Accounting Standards ("Ind AS") notified undersection 133 of the Companies Act 2013 ("the Act") read with rule 7 ofthe Companies (Accounts) Rules 2014.
The standalone and consolidated financial performance of the Companyfor the Financial Year ended on March 31 2019 is summarized below:
| ||र Million |
|Particulars ||Standalone ||Consolidated |
| || |
For the year ended on March 31 2019
|For the year ended on March 31 2018 || |
For the year ended on March 31 2019
|For the year ended on March 31 2018 |
|Revenue from Operations and other Income ||71043 ||60305 ||133667 ||120676 |
|Profit before Interest Depreciation Amortisation and Impairment Expenses & Tax [PBIDT] ||23667 ||18542 ||31742 ||29607 |
|Less: Finance Cost ||884 ||639 ||1935 ||911 |
|Less: Depreciation Amortization and Impairment ||3498 ||2931 ||5986 ||5388 |
|Expenses || || || || |
|Profit Before Tax [PBT] ||19285 ||14972 ||23821 ||23308 |
|Less: Tax Expenses ||3264 ||4064 ||5303 ||5644 |
|Profit After Tax [PAT] ||16021 ||10908 ||18518 ||17664 |
|Share of Profit of Joint venture (net of tax) ||- ||- ||469 ||628 |
|Profit for the year from Continuing Operations ||16021 ||10908 ||18987 ||18292 |
|Less: Loss after tax from Discontinued Operations ||- ||- ||- ||188 |
|Profit for the year ||16021 ||10908 ||18987 ||18104 |
|Attributable to: || || || || |
|Owners of the Parent ||16021 ||10908 ||18488 ||17758 |
|Non-Controlling Interests ||- ||- ||499 ||346 |
|Other Comprehensive Income/(Loss) (net of tax) ||(320) ||362 ||(1680) ||195 |
|Total Comprehensive Income ||15701 ||11270 ||17307 ||18299 |
|Attributable to: || || || || |
|Owners of the Parent ||15701 ||11270 ||16808 ||17953 |
|Non-Controlling Interests ||- ||- ||499 ||346 |
|Opening balance in Retained Earnings ||58127 ||47315 ||67707 ||50073 |
|Amount available for appropriation ||74108 ||58127 ||90061 ||67717 |
|Transferred to Debenture Redemption Reserve ||- ||- ||3750 ||- |
|Dividend: || || || || |
|Dividend ||3583 ||- ||3583 ||- |
|Corporate Dividend Tax on Dividend (net of CDT Credit) ||9 ||- ||85 ||10 |
|Closing Balance in Retained Earnings ||70516 ||58127 ||82643 ||67707 |
|Earnings Per Share [EPS] from Continuing Operations ||15.65 ||10.66 ||18.06 ||17.53 |
|[Face Value of shares of Rs 1/- each] || || || || |
|Earnings Per Share [EPS] from Continuing and Discontinued Operations [Face Value of shares of Rs 1/- each] ||15.65 ||10.66 ||18.06 ||17.35 |
The Company proposes to retain an amount of Rs 70516 million in theStatement of Profit and Loss.
RESULTS OF OPERATIONS:
During the year under review the consolidated revenue from operationsand other income was Rs 133667 million. The Company has achieved consolidated ProfitBefore Tax of Rs 23821 million and Profit After Tax of Rs 18987 million. The Companyachieved a consolidated total Comprehensive Income of Rs 17307 million. The EPS fromcontinuing operations on consolidated financials for the year ended on March 31 2019 wasRs 18.06.
Your Directors have recommended a dividend of Rs 3.50 (350%) per equityshare on 1023742600 Equity Shares of Rs 1/- each fully paid-up for the financial yearended on March 31 2019 amounting to Rs 3583 million [Corporate Dividend tax (net ofCDT) is Nil]. The dividend if declared by the members at the ensuing Annual GeneralMeeting ("AGM") will be paid to those shareholders whose names standregistered in the Register of Members on August 9 2019. In respect of shares held indematerialized form it will be paid to the members whose names are furnished by theNational Securities Depository Limited and the Central Depository Services (India)Limited as beneficial owners. The Dividend Payout Ratio for the current year (inclusiveof Corporate Dividend Tax) is 18.87% of profits.
During the year the unclaimed dividend pertaining to the dividend forthe year ended March 31 2011 was transferred to Investors Education and Protection Fund.
As per SEBI Notification the Company has formulated DividendDistribution Policy which is approved by the Board of Directors and is uploaded onCompany's website www.zyduscadila.com. The link for the same ishttps://zyduscadila.com/wp-content/ uploads/2017/05/Dividend-Distribution-Policy-CHL.pdf.
The Company is in compliance with Secretarial Standards on Meetings ofBoard of Directors and General Meetings issued by the Institute of Company Secretaries ofIndia.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
MDA for the year under review as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("theListing Regulations") is presented in a separate section which forms a part ofthe Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Ind AS110 on Consolidation of FinancialStatements read with Ind AS28 on Accounting for Investments in Associates and JointVentures and as provided under the provisions of the Act read with Schedule III to the Actand Rules made thereunder and the Listing Regulations the Audited Consolidated FinancialStatements are provided in the Annual Report which show the financial resources assetsliabilities incomes profits and other details of the Company its associate companiesand its subsidiaries after elimination of minority interest as a single entity.
SUBSIDIARY COMPANIES: i. With an objective to expand pharmamanufacturing footprint during the year the Company acquired 51% shareholding of WindlasHealthcare Private Limited ("Windlas"). In view of the same Windlas hasbecome a subsidiary of the Company. ii. The Company had signed Share Purchase Agreementjointly with Zydus Wellness Limited ("ZWL") a subsidiary of the Companyfor acquisition of 100% equity share capital of Heinz India Private Limited ("HIPL").ZWL and Zydus WellnessSikkim (a partnership firm) wholly owned entity of ZWLacquired 100% of the equity shares of HIPL. In view of the same the Company has nofurther obligations under the share purchase agreement. With the acquisition HIPL hasbecome subsidiary of ZWL. iii. During the year the Company acquired 8483754 equityshares of Rs 10/- each issued and allotted at a price of Rs 1385/- (including premium ofRs 1375/-) of ZWL a subsidiary of the Company on a preferential issue basis.Consequently the shareholding of the Company in ZWL increased to 36647509 equityshares from 28163755 equity shares. However due to additional equity share capitalraised by ZWL the percentage shareholding of the Company in ZWL has decreased from 72.08%to 63.55% iv. Zydus WellnessSikkim a partnership firm in which ZWL was 98%partner was converted into a limited liability company under the provisions of ChapterXXI of the Act in the name of Zydus Nutritions Limited ("ZNL"). ZNL is awholly owned subsidiary of ZWL. v. HIPL was amalgamated with ZNL pursuant to the Orderpassed by the Hon'ble National Company Law Tribunal Bench at Ahmedabad dated May 102019 effective from May 24 2019 and with Appointed Date of March 1 2019. vi. TheCompany has incorporated a section 8 Company in the name of Zydus Foundation as a whollyowned subsidiary Company for carrying out CSR activities. Zydus Foundation is setting up amulti-speciality hospital and medical college at Dahod under Public Private Partnershipmodel. vii. Zydus Pharmaceuticals USA Inc. USA a wholly owned subsidiary Company hasincorporated a new Company in the name of Zyvet Animal Health Inc. USA as its whollyowned subsidiary Company on April 9 2019. viii. As provided in section 136 of the Actthe Balance Sheet Statement of Profit and Loss and other documents of the subsidiarycompanies are not being attached with the Balance Sheet of the Company. The Company willmake available free of cost the Audited Financial Statements of the subsidiary companiesand the related detailed information to any member of the Company who may be interested inobtaining the same. The Financial Statements of the subsidiary companies will also be keptopen for inspection at the Registered Office of the Company and that of the respectivesubsidiary companies. The Consolidated Financial Statements presented by the Companyinclude financial results of its subsidiary companies. ix. As provided under section129(3) of the Act and Rules made thereunder a statement containing the salient featuresof the financial statements of its subsidiaries in the format prescribed under the rulesis attached to the financial statements. The policy relating to material subsidiaries asamended by the Board of Directors at their meeting held on February 7 2019 pursuant tothe provisions of the Listing Regulations may be accessed on the Company's website atthe link: https://zyduscadila.com/public/pdf/CHL_Policy_on_Material_Subsidiary_Revised_February_7_2019.pdf.
The Company's plant properties equipment and stocks areadequately insured against all major risks. The Company has insurance cover for productliability and clinical trials. The Company has also taken Directors' andOfficers' Liability Policy to provide coverage against the liabilities arising onthem.
COST ACCOUNTS AND RECORDS:
The Company has made and maintained the cost accounts and records asspecified by the Central Government under section 148(1) of the Act and Rules madethereunder.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Details of loans guarantees and investments covered under section 186of the Act are given in the notes to the financial statements.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered into by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. As provided under section 134(3)(h) of the Act and Rulesmade thereunder disclosure of particulars of material transactions with related partiesentered into by the Company in the prescribed format is annexed to this report as AnnexureA.Disclosures on related party transactions are set out in Note No. 40 to the financialstatements.
The Policy on materiality of related party transactions and dealingwith related party transactions amended by the Board of Directors at their meeting heldon February 7 2019 pursuant to the provisions of the Listing Regulations may be accessedon the Company's website at the link: https://zyduscadila.com/public/pdf/Policy_on_Related_Party_Transactions_and_dealing_with_Material_Related_Party_Transactions_February_7_2019.pdf.
POLICY ON PRESERVATION AND UTILIZATION OF STATIONERY:
Pursuant to the provisions of SEBI Circular dated April 20 2018 theBoard of Directors at their meeting held on February 7 2019 approved a Policy onPreservation and Utilization of StationeryBlank Security Certificates warrants etc.and the same is uploaded on the website of the Company the link of which ishttps://zyduscadila.com/public/pdf/Policy_for_monitoring_stationery_etc_as_per_SEBI_Circular_february_7_2019.pdf.
i) Appointment of Directors:
During the year upon recommendation of Nomination and RemunerationCommittee Mr. Bhadresh K. Shah (DIN00058177) was appointed as an AdditionalIndependent Director of the Company for a consecutive period of 5 (five) years w.e.f.December 6 2018 subject to approval of the shareholders at the ensuing AGM.
Ms. Dharmishtaben N. Raval (DIN 02792246) was appointed as anIndependent Director ("ID") on July 30 2014 for a period of 5 (five)consecutive years i.e. upto the conclusion of Twenty Fourth AGM in the calendar year 2019.Based on the performance evaluation and upon the recommendation of Nomination andRemuneration Committee the Board of Directors at their meeting held on May 29 2019approved her re-appointment as an ID of the Company subject to approval of theshareholders by way of a special resolution to hold office for a second term of 5 (five)consecutive years with effect from the conclusion of Twenty Fourth AGM upto the conclusionof Twenty Ninth AGM in the calendar year 2024.
ii) Retirement by rotation:
In accordance with the provisions of section 152(6) of the Act and interms of the Articles of Association of the Company Mr. Mukesh M. PatelNonExecutive Director (DIN00053892) will retire by rotation at the ensuing AGMand being eligible offers himself for reappointment. The Board recommends hisreappointment.
iii) Reappointment of Directors:
Mr. H. Dhanrajgir (DIN00004006) and Mr. Nitin R. Desai(DIN00140239) were appointed as IDs on July 30 2014 for a period of 5 (five)consecutive years i.e. upto the conclusion of Twenty Fourth AGM in the calendar year 2019.As per the provisions of SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 which are effective from April 1 2019 (i) the tenure ofMr. H. Dhanrajgir was extended till July 30 2019 which is well within the residual termof his current tenure and (ii) Mr. Nitin R. Desai was reappointed for a furtherperiod of 5 (five) consecutive years by passing two special resolutions by way of PostalBallot as both of them have attained the age of 75 years.
iv) Declaration of independence:
The Company has received declarations of independence as stipulatedunder section 149(7) of the Act and regulation 16(b) of the Listing Regulations asamended from IDs confirming that they are not disqualified for continuing as an ID.
v) Profile of Directors seeking appointment / reappointment:
As required under regulation 36(3) of the Listing Regulationsparticulars of Directors seeking appointment / reappointment at the ensuing AGM areannexed to the notice convening Twenty Fourth AGM.
vi) Key Managerial Personnel:
The following persons are the Key Managerial Personnel ("KMP"):
1. Dr. Sharvil P. Patel Managing Director
2. Mr. Ganesh N. Nayak Executive Director
3. Mr. Nitin D. Parekh Chief Financial Officer
4. Mr. Upen H. Shah Company Secretary (up to February 7 2019) and
5. Mr. Dhaval N. Soni Company Secretary (w.e.f. February 7 2019).
vii) Board Evaluation:
Pursuant to provisions of the Act and Rules made thereunder and asprovided in Schedule IV to the Act and the Listing Regulations the Nomination andRemuneration Committee / Board has carried out the annual performance evaluation ofitself the Directors individually as well as the evaluation of its committees. The mannerin which the evaluation was carried out has been provided in the Corporate GovernanceReport which is a part of this Annual Report.
viii) Nomination and Remuneration Policy:
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy on selection and appointment of Directors Senior ManagementPersonnel and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report which is a part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of section 134(3)(c) of the Act and to the best of theirknowledge and belief and according to the information and explanations provided to themyour Directors hereby make the following statements: (a) that in preparation of theFinancial Statements the applicable accounting standards have been followed along withproper explanations relating to material departures if any
(b) that such accounting policies have been selected and appliedconsistently and judgments and estimates made that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on March 31 2019 andof the profit of the Company for the year ended on that date
(c) that proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for prevention and detection of fraud and otherirregularities
(d) that the annual financial statements have been prepared on goingconcern basis
(e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively and
(f) that the systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)ACCOUNT:
In compliance with the provisions of section 124 and 125 of the Act andRules made thereunder the Company has transferred 139050 equity shares of 137shareholders whose dividend has remained unclaimed / unpaid for a consecutive period of 7(seven) years to the Investor Education and Protection Fund ("IEPF").
Information of meetings of the Board of Directors is given in CorporateGovernance Report forming a part of this Annual Report.
As provided in section 177(8) of the Act the information aboutcomposition of Audit Committee and other details are given in Corporate Governance Reportforming a part of this Annual Report. The Board has accepted the recommendations of theAudit Committee. The Audit Committee was re-constituted by inducting Mr. Bhadresh K. ShahID of the Company as a member of Audit Committee. The Audit Committee comprises of Mr.Nitin R. Desai Chairman Mr. H. Dhanrajgir Mr. Mukesh M. Patel Ms. Dharmishtaben N.Raval Mr. Apurva S. Diwanji and Mr. Bhadresh K. Shah as members.
The Company has complied with the Corporate Governance requirementsunder the Act and as stipulated under the Listing Regulations. A separate section ondetailed report on the Corporate Governance practices followed by the Company under theListing Regulations along with a certificate from Manoj Hurkat & Associatespracticing Company Secretaries confirming the compliance forms a part of this AnnualReport.
i) Statutory Auditors and Audit Report:
Deloitte Haskins & Sells LLP Chartered Accountants are appointedas the Statutory Auditors of the Company for a period of 5 (five) years from theconclusion of Twenty Second AGM till the conclusion of Twenty Seventh AGM.
Deloitte Haskins & Sells LLP Chartered Accountants have furnisheda declaration confirming their independence as well as their arm's lengthrelationship with the Company and that they have not taken up any prohibitednonaudit assignments for the Company.
The Board has duly reviewed the Statutory Auditor's Report ofDeloitte Haskins & Sells LLP Chartered Accountants and the observations and commentsappearing in the report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.
ii) Cost Auditors:
Pursuant to the provisions of section 148(3) of the Act read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the cost audit recordsmaintained by the Company in respect of the Drugs and Pharmaceuticals are required to beaudited. The Board had on the recommendation of the Audit Committee appointed Dalwadi& Associates Cost Accountants to audit the cost records of the Company for theFinancial Year 20192020 on a remuneration of Rs 1.15 million plus applicable GST andout of pocket expenses at actuals. As required under the Act and Rules made thereunderthe remuneration payable to the Cost Auditors is required to be placed before the Membersin a general meeting for ratification. Accordingly a resolution seeking ratification bymembers for the remuneration payable to Dalwadi & Associates is included at Item No. 6of the Notice convening Twenty Fourth AGM.
iii) Secretarial Auditors and Secretarial Audit Report:
Pursuant to the provisions of section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Manoj Hurkat and Associates a firm of Company Secretaries in
Wholetime Practice to undertake the Secretarial Audit of theCompany for the Financial Year 20182019. The Secretarial Audit Report is annexedherewith as AnnexureB. The Board has duly reviewed the SecretarialAuditors' Report and the observations and comments appearing in the report areself-explanatory and do not call for any further explanation / clarification by the Boardof Directors as provided under section 134 of the Act.
BUSINESS RESPONSIBILITY REPORTING:
As per regulation 34(2)(f) of the Listing Regulations a separatesection on Business Responsibility Reporting forms a part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company being a Pharmaceutical Company having objective as"Dedicated to Life" has contributed for healthcare education and research as apart of initiatives under "Corporate Social Responsibility" for the year underreview. Pursuant to section 135 of the Act and the relevant rules the Board hasconstituted a Corporate Social Responsibility ("CSR") Committee under theChairmanship of Mr. Pankaj R. Patel. The other members of the Committee are Ms.Dharmishtaben N. Raval and Dr. Sharvil P. Patel. CSR Policy has been framed and placed onthe Company's website. Other details of the CSR activities as required under section135 of the Act are given in the CSR Report at AnnexureC.
BUSINESS RISK MANAGEMENT:
Pursuant to the provisions of section 134(3)(n) of the Act andrequirements under the Listing Regulations the Company has constituted a Risk ManagementCommittee. The details of the Committee and its terms of reference are set out in theCorporate Governance Report which forms a part of this Annual Report.
A well-defined risk management mechanism covering the risk mapping andtrend analysis risk exposure potential impact and risk mitigation process is in place.The objective of the mechanism is to minimize the impact of risks identified and takingadvance actions to mitigate them. The mechanism works on the principles of probability ofoccurrence and impact if triggered. A detailed exercise is being carried out to identifyevaluate monitor and manage both business and non-business risks. The Company hasformally framed a Risk Management Policy to identify and assess the key risk areasmonitor and report compliance and effectiveness of the policy and procedure.
Discussion on risks and concerns are covered in the ManagementDiscussion and Analysis Report which forms a part of this Annual Report.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:
The Company has designed and implemented a process driven framework forInternal Financial Controls ("IFC") within the meaning of the explanationto section 134(5)(e) of the Act. For the year ended on March 31 2019 the Board is of theopinion that the Company has sound IFC commensurate with the size scale and complexity ofits business operations. The IFC operates effectively and no material weakness exists. TheCompany has a process in place to continuously monitor the same and identify gaps if anyand implement new and / or improved internal controls whenever the effect of such gapswould have a material effect on the Company's operations.
MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESSPRACTICES:
i) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed Whistle BlowerPolicy for Directors and employees to report concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy.Whistle Blower Policy is disclosed on the website of the Company. As required under SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 the Company has amendedthe Whistle Blower Policy to enable the employees to report instances of leakage ofunpublished price sensitive information.
ii) Zydus Business Conduct Policy:
The Company has framed "Zydus Business Conduct Policy" and ismonitored by the Sr. Vice President (Human Resources). Every employee is required toreview and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and ethical manner. The policy provides for anti-bribery and avoidanceof other corruption practices by the employees of the Company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.The Company has constituted an Internal Complaints Committee as required under the saidAct.
The Company always endeavors to create and provide an environment thatis free from discrimination and harassment including sexual harassment. The Company has inplace a robust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment.
During the Financial Year 20182019 no complaints were receivedwith regard to sexual harassment.
EXTRACT OF ANNUAL RETURN:
As per the provisions of section 92(3) of the Act an extract of theAnnual Return in the prescribed form MGT9 is attached as AnnexureD andthe same is also available on the website of the company the link of which iswww.zyduscadila.com.
PARTICULARS OF EMPLOYEES:
The information required under section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given in AnnexureE.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Information on conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under section 134(3)(m) of theAct read with rule 8(3) of the Companies (Accounts) Rules 2014 is provided in AnnexureFand forms a part of this Annual Report.
Your Directors state that the Company has made disclosures in thisreport for the items prescribed in section 134(3) of the Act and rule 8 of the Companies(Accounts) Rules 2014 to the extent the transactions took place on those items during theyear.
Apart from what are mentioned in this report there are no materialchanges and commitments affecting the financial position of the Company between the end ofthe financial year and the date of this report.
Your Directors place on record their sincere appreciation for thecontinued co-operation and support extended to the Company by various Banks. YourDirectors also thank the Medical Profession the Trade and Consumers for their patronageto the Company's products. Your Directors also place on record sincere appreciationof the continued hard work put in by the employees at all levels. The Directors also thankthe Company's vendors investors business associates Stock Exchanges Government ofIndia State Government and various departments and agencies for their support andco-operation.
On behalf of the Board of Directors
|Place : Ahmedabad ||Pankaj R. Patel |
|Date : May 29 2019 ||Chairman |