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Cadila Healthcare Ltd.

BSE: 532321 Sector: Health care
NSE: CADILAHC ISIN Code: INE010B01027
BSE 00:00 | 11 May 629.70 5.70
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NSE 00:00 | 11 May 629.85 5.85
(0.94%)
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OPEN 627.50
PREVIOUS CLOSE 624.00
VOLUME 929198
52-Week high 632.95
52-Week low 318.10
P/E 35.74
Mkt Cap.(Rs cr) 64,462
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 627.50
CLOSE 624.00
VOLUME 929198
52-Week high 632.95
52-Week low 318.10
P/E 35.74
Mkt Cap.(Rs cr) 64,462
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cadila Healthcare Ltd. (CADILAHC) - Director Report

Company director report

Your Directors are pleased to present the Twenty Fifth Annual Reportand the Financial Statements for the Financial Year ended on March 31 2020. FINANCIALHIGHLIGHTS:

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 of theCompanies (Accounts) Rules 2014.

The standalone and consolidated financial performance of the Companyfor the Financial Year ended on March 31 2020 is summarized below:

Particulars

Standalone

Consolidated

For the year ended on March 31 2020 For the year ended on March 31 2019 For the year ended on March 31 2020 For the year ended on March 31 2019
Revenue from Operations and other Income 71968 65967 143670 133667
Profit before Interest Depreciation Amortisation and Impairment Expenses & Tax (PBIDT) 22205 21891 25337 31742
Less: Finance Cost 2339 896 3418 1935
Less: Depreciation Amortisation and Impairment Expenses 4289 3582 6965 5986
Profit Before Tax (PBT) 15577 17413 14954 23821
Less: Tax Expenses 2041 3015 3198 5303
Profit After Tax (PAT) 13536 14398 11756 18518
Share of Profit of Joint Ventures (Net of Tax) - - 288 469
Profit for the year from continuing operations 13536 14398 12044 18987
Less : Loss after tax from discontinued operations 593 459 - -
Profit for the year 14129 14857 12044 18987
Attributable to:
Owners of the Parent 14129 14857 11766 18488
Non-Controlling Interests - - 278 499
Other Comprehensive (Loss) (Net of Tax) (220) (318) (3005) (1680)
Total Comprehensive Income 13909 14539 9039 17307
Attributable to:
Owners of the Parent 13909 14539 8754 16808
Non-Controlling Interests - - 285 499
Opening balance in Retained Earnings 66457 58127 83334 67677
Amount available for appropriation 80533 70049 94693 90031
Transferred to Debenture Redemption Reserve - - - 2383
Dividend:
Dividend 7166 3583 7166 3583
Corporate Dividend Tax on Dividend (Net of CDT Credit) 7 9 1403 731
Closing Balance in Retained Earnings 73360 66457 86124 83334
Earnings Per Share (EPS) from Continuing Operations (Face Value of shares of ' 1/- each) 13.22 14.06 11.49 18.06
Earnings Per Share (EPS) from Continuing and Discontinued Operations (Face Value of shares of ' 1/- each) 13.80 14.51 11.49 18.06

The Company proposes to retain an amount of ' 73360 million in theStatement of Profit and Loss.

COVID-19:

The world has been witnessing an unprecedented crisis as a result ofCovid-19. In today's trying times for the world in general and our nation inparticular our focus is on ensuring the safety of our employees and all otherstakeholders while we continue to work both on treatment and prevention of the pandemic.The saving of lives and protecting livelihood both are of utmost importance to us.

In Zydus we have created a group of senior management team to monitorthe events happening in the external environment and take suitable preventive andcorrective measures to ensure continued safety of employees. The team has preparedbusiness continuity plan disaster management plan and also established liquiditymanagement office.

We are happy to mention that we have been doing whatever possible forthe country in terms of fight against Covid-19. This includes amongst others sellingHCQS to the Govt. of India at very reasonable prices manufacturing Covid testing kits forICMR and giving a set of 30000 tests free partnering with Gilead for Remdesivir workingon Covid vaccines etc.

All our manufacturing facilities are operating at a reasonable capacityutilization and we are ensuring that our medicines are available to patients withoutinterruptions. We have strengthened our supply chain with a specific focus on helping MSMEparties in surviving the difficult times.

We have taken several steps aimed at ensuring the safety which includework from home social distancing in the office premises sanitization of our officepremises; plant locations and company vehicles thermal screening for employees working atsites providing sanitizers masks gloves etc. to employees. Apart from following allprotocols and guidelines issued by global health organizations like WHO for Covid-19 wehave come out with our own advisory for the employees for safety of our employees.

We also find certain near-term and mid-term opportunities includingtreatment medicines and vaccines. Our India branded formulation business is somewhataffected due to lockdown situation and we remain cautiously optimist about next 2 quartersof the Financial Year 2021. Meanwhile we are also finding new ways of managing thebusiness and have been working of changes in the business operating model including thepossibilities of using digital technology. Our focus on research and innovations remainsintact and we promise to live by our slogan of “Dedicated to Life”.

RESULTS OF OPERATIONS:

During the year under review the consolidated revenue from operationsand other income was ' 143670 Million. The Company has achieved consolidatedProfit Before Tax of ' 14954 Million and Profit After Tax of ' 12044Million. The Company achieved a consolidated total Comprehensive Income of ' 9039Million. The EPS on consolidated financials for the year ended on March 31 2020 was '11.49.

DIVIDEND:

During the year under review your Directors had declared and paid aninterim dividend of ' 3.50 per equity share of face value ' 1/- each to theshareholders holding shares in physical form and whose names were

listed on the Register of Members of the Company as on March 24 2020being the Record Date fixed for the purpose. Those shareholders holding shares inelectronic form were paid dividend as per the beneficiary data provided by theDepositories. Your Directors did not recommend final dividend. The Dividend Payout Ratiofor the current year (inclusive of Corporate Dividend Tax on dividend distribution) is72.85% of profits.

During the year the unclaimed dividend pertaining to the dividend forthe year ended March 31 2012 was transferred to Investors Education and Protection Fundafter giving notice to the members to claim their unpaid / unclaimed dividend.

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.

SECRETARIAL STANDARDS:

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 (“the ListingRegulations”) is presented in a separate section which forms a part of the AnnualReport.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Ind AS-110 on Consolidation of FinancialStatements read with Ind AS-28 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 income profits and other details of the Company its associate companies andits subsidiaries after elimination of minority interest as a single entity.

SUBSIDIARY COMPANIES:

i. The Company has incorporated a new company in the name of AlidacHealthcare Limited (“AHL”) as a wholly owned subsidiary company formanufacturing of human formulations in Special Economic Zone (“Pharmez”)Matoda Ahmedabad. Later on the name of AHL was changed to Zydus Pharmaceuticals Limited.

ii. A partnership firm was formed in the name of Recon Pharmaceuticalsand Investments in which Zydus Healthcare Limited (“ZHL”) and German RemediesPharmaceuticals Private Limited (formerly known as Acme Pharmaceuticals Private Limited)(“GRPPL”) are 90% and 10% partners respectively. The said partnership firmcarries on business of trading of pharmaceuticals and holding investments.

iii. The Company acquired 15% equity share capital of ZydusTechnologies Limited (“ZTL”) in which the Company was already

holding 85% equity share capital. In view of the same ZTL became awholly owned subsidiary of the Company.

iv. The company acquired 15% common stock of Zydus Noveltech Inc. USA(“ZNI”) in which the Company was already holding 85% common stock. In view ofthe same ZNI became a wholly owned subsidiary of the Company.

v. As provided in section 136 of the Act the Balance Sheet Statementof Profit and Loss and other documents of the subsidiary companies are not being attachedwith the Balance Sheet of the Company. The Company will make available free of cost theAudited Financial Statements of the subsidiary companies and the related detailedinformation to any member of the Company who may be interested in obtaining the same. TheFinancial Statements of the subsidiary companies will also be kept open for inspection atthe Registered Office of the Company and that of the respective subsidiary companies. TheConsolidated Financial Statements presented by the Company include financial results ofits subsidiary companies.

vi. As provided under section 129(3) of the Act and Rules madethereunder a statement containing the salient features of the financial statements of itssubsidiaries in the format prescribed under the rules is attached to the financialstatements. The policy relating to material subsidiaries pursuant to the provisions ofthe Listing Regulations may be accessed on the Company's website at the link:https://zyduscadila.com/public/pdf/CHL_Policy_on_Material_Subsidiary_Revised_February_7_2019.pdf.

AMALGAMATION AND RESTRUCTURING:

i. Scheme of Amalgamation of Zydus Technologies Limited(“ZTL”) Alidac Pharmaceuticals Limited (“APL”) Liva PharmaceuticalsLimited (“LPL”) and Dialforhealth India Limited (“DHIL”) with CadilaHealthcare Limited (“CHL” or “the Company”) (“Scheme 1”) wassanctioned by the Hon'ble National Company Law Tribunal Bench at Ahmedabad(“NCLT”) vide its Order dated March 16 2020. The Scheme was made effectivefrom March 31 2020. The Appointed Date for the Scheme 1 is April 1 2019.

Pursuant to the above ZTL APL LPL and DHIL which were wholly ownedsubsidiary companies of the Company were dissolved without being wound up and EquityShares and Preference Shares held by the Company in each of ZTL APL LPL and DHIL gotcancelled and stand extinguished. All assets and liabilities of ZTL APL LPL and DHILwere transferred to the Company.

Investments of DHIL in its subsidiary companies-DialforhealthGreencross Limited (“DHGL”) and Dialforhealth Unity Limited (“DHUL”)became the investments of the Company. Hence DHGL and DHUL became the subsidiarycompanies of the Company.

ii. Scheme of Demerger of Generic and Spectrum Division of ZydusHealthcare Limited (“ZHL”) into German Remedies Pharmaceuticals Private Limited(formerly known as Acme Pharmaceuticals Private Limited) (“GRPPL”) and theirrespective shareholders and creditors (“Scheme 2”) was sanctioned by NCLT videits Order dated December 19 2019. The Scheme was made effective from December 23 2019.The Appointed Date for the Scheme 2 is April 1 2019.

Pursuant to the above Generic and Spectrum Division was demerged fromZHL and transferred and vested into GRPPL in consideration of issue and allotment of6332797 8% Optionally Convertible NonCumulative Redeemable Preference Shares of '100/- each fully paid-up of GRPPL to the Company.

iii. As a part of internal restructuring Animal Healthcare Business(“AHB”) of the Company which comprised of Animal Healthcare Established MarketsUndertaking and Animal Healthcare Emerging Markets Undertaking was transferred to ZydusAnimal Health and Investments Limited (formerly known as Violio Pharmaceuticals andInvestments Limited) (“ZAHL”) a wholly owned subsidiary company pursuant to aDefinitive Agreement entered into between the Company and ZAHL on March 11 2020 on agoing concern basis without assigning values to individual assets and liabilities.

ZAHL issued the Private Placement Offer and Application Letter(“PPOAL”) to the Company to subscribe to 8% Non-Convertible Non-CumulativeRedeemable Preference Shares of ' 10/- each (“Preference Shares”) whichwas accepted by the company and was issued and allotted 2273350000 Preference Shares atpar in exchange for transfer of AHB.

iv. Pursuant to two Definitive Agreements one executed on April 162020 and another executed on April 30 2020 the Company sold 944233 and 23133717Equity Shares of ' 10/- each fully paid-up respectively representing in aggregate51% of the total paid-up equity share capital of Windlas Healthcare Private Limited(“WHPL”) to Windlas Biotech Private Limited (“WBPL”).

Pursuant to the said divestment the Company ceases to hold any equityshares in WHPL and consequently ceases to hold interest in the subsidiary company of WHPLin USA-Windlas Inc. and in the JV company of WHPL in USA-US Pharma Windlas LLC.

INSURANCE:

The Company's plant properties equipments 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.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

COSTACCOUNTS AND RECORDS:

<p >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.

FRAUDS:

During the year no fraud was reported by the statutory auditors undersection 143(12) of the Act.

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 asAnnexure-A. Disclosures on related party transactions are set out in Note No. 40 to thefinancial statements.

The Policy on materiality of related party transactions and dealingwith related party transactions may be accessed on 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

DIRECTORS:

i) Appointment / Re-appointment of Directors:

Ms. Dharmishtaben N. Raval (DIN-02792246) was re-appointed as anIndependent Director for the second consecutive term of 5 (five) years by theshareholders by way of a Special Resolution at the Twenty Fourth AGM held on August 92019 from the conclusion of Twenty Fourth AGM till the conclusion of Twenty Ninth AGM inthe calendar year 2024.

Mr. Bhadresh K. Shah (DIN-00058177) was appointed as an IndependentDirector for a period of 5 (five) consecutive years w.e.f. December 6 2018 by theshareholders by way of an Ordinary Resolution at the Twenty Fourth AGM held on August 92019.

While appointing Mr. Bhadresh K. Shah and re-appointing Ms.Dharmishtaben N. Raval as IDs the Board took into account the integrity expertise andexperience of them. They are not required to give online proficiency test as per the MCAcircular dated October 22 2019.

The Board of Directors based on the recommendation of Nomination andRemuneration Committee at its meeting held on June 19 2020 approved the re-appointmentof Mr. Ganesh N. Nayak (DIN:00017481) as the Whole Time Director to be designated asChief Operating Officer and Executive Director for a further period of one year w.e.f.July 12 2020 subject to approval of shareholders at the ensuing AGM. His presentappointment will expire on July 12 2020.

ii) Cessation of ID:

As per the provisions of the Listing Regulations the tenure of Mr. H.Dhanrajgir ID (DIN-00004006) was extended till July 30 2019. In view of the same heceased to be the Director of the Company after July 30 2019.

iii) 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 Dr. Sharvil

P. Patel Managing Director (DIN-00131995) and Mr. Pankaj R. PatelNon-Executive Chairman (DIN-00131852) will retire by rotation at the ensuing AGM and beingeligible offers themselves for reappointment. The Board recommends their re-appointment.

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 Independent Directors (“IDs”) confirming that they are notdisqualified for continuing as an ID. There has been no change in the circumstancesaffecting their status as an ID.

All the Directors of the Company have registered themselves with theIndian Institute of Corporate Affairs (“MCA”). Further as per the declarationsreceived none of the Directors of the Company are required to give online proficiencytest as per the first proviso to Rule 6(4) of the MCA Notification dated October 22 2019.

v) Profile of Directors seeking appointment / re-appointment:

As required under regulation 36(3) of the Listing Regulationsparticulars of Directors seeking appointment / re-appointment at the ensuing AGM areannexed to the notice convening Twenty Fifth 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 and

4. Mr. Dhaval N. Soni Company Secretary.

* re-ppointed as the Executive Director for a further period of oneyear w.e.f. July 12 2020 subject to approval of shareholders at the ensuing AGM.

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 the Financial Statements the applicableaccounting standards have been followed along with proper explanations relating tomaterial 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 2020 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 ANDPROTECTION FUND (“IEPF”):

In compliance with the provisions of section 124 and 125 of the Act andrules made thereunder the Company has transferred 186755 equity shares of 143shareholders whose dividend has remained unclaimed / unpaid for a consecutive period of 7(seven) years to the Investor Education and Protection Fund (“IEPF”).

BOARD MEETINGS:

Information of meetings of the Board of Directors is given in CorporateGovernance Report forming a part of this Annual Report.

AUDIT COMMITTEE:

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 comprises of Mr. Nitin R. Desai Chairman Mr. MukeshM. Patel Ms. Dharmishtaben N. Raval Mr. Apurva S. Diwanji and Mr. Bhadresh K. Shah asmembers.

CORPORATE GOVERNANCE:

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.

AUDITORS:

i) Statutory Auditors and Audit Report:

Deloitte Haskins & Sells LLP Chartered Accountants(“Deloitte”) are appointed as the Statutory Auditors of the Company for aperiod of 5 (five) years from the conclusion of Twenty Second AGM till the conclusion ofTwenty Seventh AGM.

Deloitte have furnished a declaration confirming their independence aswell as their arm's length relationship with the Company and that

they have not taken up any prohibited non-audit assignments for theCompany.

The Board has duly reviewed the Statutory Auditor's Report ofDeloitte and the observations and comments appearing in the report are self-explanatoryand do not call for any further explanation / clarification by the Board of Directors asprovided 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 2020-2021 on a remuneration of ' 1.15 million plus applicable GSTand out of pocket expenses on actuals. As required under the Act and Rules madethereunder the remuneration payable to the Cost Auditors is required to be placed beforethe Members in a general meeting for ratification. Accordingly a resolution seekingratification by members for the remuneration payable to Dalwadi & Associates isincluded at Item No. 5 of the Notice convening Twenty Fifth 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 Whole-timePractice to undertake the Secretarial Audit of the Company for the Financial Year2019-2020. The Secretarial Audit Report is annexed herewith as Annexure-B. The Board hasduly reviewed the Secretarial Auditors' Report 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.

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 set-up and running of a Medical Collegeand Hospital at Dahod as a part of initiatives under “Corporate SocialResponsibility” for the year under review. Pursuant to section 135 of the Act and therelevant rules the Board has constituted a Corporate Social Responsibility(“CSR”) Committee under the Chairmanship of Mr. Pankaj R. Patel. The othermembers of the Committee are Ms. Dharmishtaben N. Raval and Dr. Sharvil P. Patel. CSRPolicy has been framed and placed on the Company's website. Other details of the CSRactivities as required under section 135 of the Act are given in the CSR Report atAnnexure-C.

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

Management Committee. The details of the Committee and its terms ofreference are set out in the Corporate Governance Report which forms a part of thisAnnual 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 explanation tosection 134(5)(e) of the Act. For the year ended on March 31 2020 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 ANDUNETHICAL BUSINESS PRACTICES:

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 andSEBI Insider Trading Regulations. Whistle Blower Policy is disclosed on the website of theCompany.

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 to reviewand sign the policy at the time of joining and an undertaking shall be given for adherenceto the Policy. The objective of the Policy is to conduct the business in an honesttransparent and ethical manner. The policy provides for anti-bribery and avoidance ofother 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 2019-2020 three complaints were received andall of them were resolved and no complaints were pending as on March 31 2020. Out of thethree cases in two cases the respondents were recommended separation from theorganization after the committee hearing and in one case the complainant did not have acase and the said complaint was found malicious and unsubstantiated.

EXTRACT OF ANNUAL RETURN:

As per the provisions of section 92(3) of the Act an extract of theAnnual Return in the prescribed form MGT-9 is attached as Annexure-D and the same is alsoavailable on the website of the company the link of which is www.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 Annexure-E.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS 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 Annexure-Fand forms a part of this Annual Report.

GENERAL DISCLOSURES:

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.

ACKNOWLEDGMENT:

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 : June 19 2020 Chairman

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