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Cipla Ltd.

BSE: 500087 Sector: Health care
NSE: CIPLA ISIN Code: INE059A01026
BSE 00:00 | 12 Aug 1027.35 -11.05






NSE 00:00 | 12 Aug 1027.15 -11.25






OPEN 1046.70
VOLUME 29288
52-Week high 1083.15
52-Week low 850.00
P/E 28.34
Mkt Cap.(Rs cr) 82,907
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1046.70
CLOSE 1038.40
VOLUME 29288
52-Week high 1083.15
52-Week low 850.00
P/E 28.34
Mkt Cap.(Rs cr) 82,907
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cipla Ltd. (CIPLA) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to submit its report on the performance of theCompany along with the audited standalone as well as consolidated financial statements forthe year ended 31st March 2021.

Financial Summary and State of Affairs

H in Crore

Year ended 31st March 2021

Year ended 31st March 2020

Particulars Standalone Consolidated Standalone Consolidated
Gross total revenue 13900.58 19159.59 12659.15 17131.99
Profit before tax and exceptional items 3350.66 3290.06 2964.31 2178.18
Profit for the year (after tax and
attributable to shareholders) 2468.28 2404.87 2318.17 1546.52
Other comprehensive income for the
year (not to be reclassified to P&L) 13.71 (37.46) (15.30) (9.42)
Other comprehensive income for the
year (to be reclassified to P&L) 27.75 198.95 (49.13) (119.98)
Surplus brought forward from last
balance sheet 12479.72 11117.88 10828.56 10251.31
Profit available for appropriation 14961.71 13536.98 13131.43 11782.08
Dividend - - (564.26) (564.26)
Tax on dividend - - (87.45) (99.94)
Surplus carried forward 14961.71 13536.98 12479.72 11117.88

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

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

Share Capital

During the year under review the Company issued and allotted 227950 equity shares toits employees under the Employee Stock Option Scheme 2013-A. As a result the issuedsubscribed and paid-up share capital of the Company increased from H 1612470658/-(divided into 806235329 equity shares of H 2/- each) to H 1612926558/- (dividedinto 806463279 equity shares of H 2 each). The equity shares issued under the EmployeeStock Option Scheme 2013-A rank pari- passu with the existing equity shares of theCompany.


In line with the Dividend Distribution Policy of the Company we recommend a finaldividend of H 5/- per equity share (i.e. 250% of face value) for the financial year ended31st March 2021. The dividend if approved at the Annual General Meeting(AGM) will be paid to those members whose names appear in the Register of Members as onclose of Tuesday 10th August 2021. The total dividend payout will beapproximately H 403.23 crores 16.34 % of the standalone profit after tax of the

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


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

Nature of business

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

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

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis Report for the year underreview has been presented in a separate section on page 129 forming part of this report.

Corporate Social Responsibility (CSR)

A detailed report on Cipla's various CSR initiatives has been provided in the SocialCapital section forming part of Integrated Report on page 108 and Annual Report on CSRinitiatives as required under Section 135 of the Companies Act 2013 (Act) which isannexed as Annexure I to this report on page 160. Details of the CSR Committeecomposition role and meetings etc. have been provided in the Report on CorporateGovernance on page 200.

Business Responsibility Report

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

Corporate Governance

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

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

Directors' Responsibility Statement

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

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

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

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

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

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

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

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

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

Employee Stock Option Scheme

Cipla Employee Stock Option Scheme 2013-A

The Company has an Employee Stock Option (ESOP) Scheme namely "Employee StockOption Scheme 2013- A" (ESOP Scheme) that acts as a retention tool and helps topromote a culture of ownership among employees of the Company and its subsidiarycompanies. There was no change in the ESOP scheme during the financial year under reviewand no employee was granted options equal to or exceeding 1% of the issued share capitalof the Company.

Cipla Employee Stock Appreciation Rights Plan 2021

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

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

In compliance with the requirements of the SBEB Regulations a certificate fromauditors confirming implementation of the ESOP Scheme and the ESAR Scheme in accordancewith the said regulations and shareholder's resolution will be available for electronicinspection by the members during the AGM of the Company.

Human Resources

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

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

Particulars of Loans Guarantees and Investments

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

Annual Return

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

Vigil Mechanism

The Company is committed to foster an environment of honest and open communication anddiscussion consistent with our values. The Company has formulated a Whistle-BlowerPolicy which lays down the process to convey genuine concerns to the Management and seekresolution towards the same without fear of retaliation. This policy covers reporting ofany violation wrongdoing or non-compliance including without limitation those relatingto the Code of Conduct policies and standard procedures of the Company and any incidentinvolving leak or suspected leak of unpublished price sensitive information (UPSI) orunethical use of UPSI in accordance with (or under) the SEBI (Prohibition of InsiderTrading) Regulations 2015.

Directors employees and external stakeholders can report their genuine concerns eitherin writing or by email to the Chairperson of the Ethics Committee or to the Chief InternalAuditor at ethics@cipla. com or to the Chairperson of the Audit Committee An Ethics Committee comprising of the Global Chief PeopleOfficer (GCPO) as Chairperson the Global Chief Financial Officer (GCFO) the GlobalGeneral Counsel (GC) and the Global Chief Internal Auditor as members investigateswhistle-blower complaints. A report on the functioning of the mechanism including thecomplaints received and actions taken is presented to the Audit Committee on a quarterlybasis. The Whistle-Blower Policy is available on the Company's website at Blower%20Policy%20V3-%20Final.pdf.

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

Prevention of Sexual Harassment of Women at Workplace

The Company is committed to providing a safe and conducive work environment to all itsemployees and associates. The Company has a Policy on Prevention of Sexual Harassment atWorkplace which is available on the Company website at All employees consultants traineesvolunteers third parties and/or visitors at all business units or functions of theCompany its subsidiaries and/or its affiliated or group companies are covered by the saidpolicy. Adequate workshops and awareness programmes against sexual harassment areconducted across the organisation.

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

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

Related Party Transactions

A detailed note on procedure adopted by the Company in dealing with contracts andarrangements with related parties has been provided in the Report on Corporate Governanceon page 206.

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

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

Internal Financial Control and its adequacy6

Cipla has laid down an adequate system of internal controls policies and proceduresfor ensuring orderly and efficient conduct of the business including adherence to theCompany's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial disclosures.

The current system of IFC is aligned with the statutory requirements and is in linewith the globally accepted risk- based framework issued by the Committee of SponsoringOrganizations (COSO) of the Treadway Commission. The IFC are adequate and operatingeffectively.

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

Risk Management

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

Board Evaluation

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

Subsidiaries Associates and Joint Ventures

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

o Incorporation of Cipla Therapeutics Inc. USA to expand business in specialtysegment in the US market.

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

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

o Divestment of stake in the following subsidiaries:

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

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

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

o Cipla (Mauritius) Limited Mauritius

o Cape to Cairo Exports (Pty) Limited South Africa

o Cipla (UK) Limited UK

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

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

Scheme of Arrangement

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

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

The Scheme details rationale and benefits along with other documents are availableon the Company's website at arrangement

Directors and Key Managerial Personnel

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

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

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

Hamied who retires by rotation and being eligible has offered himself forre-appointment as director liable to retire by rotation (ii) re-appointment of Mr UmangVohra as Managing Director and Global Chief Executive Officer for a period of five (5)years commencing from 1st April 2021 till 31st March 2026

(iii) appointment of Mr Robert Stewart as Independent Director of the Company for a fora period of five (5) years commencing from 14th May 2021 to 13thMay 2026.

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

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

The criteria for determining qualification positive attributes and independence of adirector are given in the Nomination Remuneration and Board Diversity Policy disclosedas Annexure E to the Report on Corporate Governance. During the year the Board on therecommendation of the NRC amended the policy twice to add the evaluation criteria whileappointing any Key Managerial Personnel or Senior Management Personnel and to modify thesitting fees for nonexecutive directors.

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

Sr. No Key Managerial Personnel Designation
1 Ms Samina Hamied Executive ViceChairperson
Managing Director and
2 Mr Umang Vohra Global Chief Executive Officer
3 Mr Kedar Upadhye Global Chief Financial Officer
4 Mr Rajendra Chopra Company Secretary and Compliance Officer

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

Declaration by Independent Directors

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

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

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

The Board has following committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

iv) Stakeholders Relationship Committee

v) Investment and Risk Management Committee

vi) Operations and Administrative Committee

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

All the recommendations of the board committees including the Audit Committee wereaccepted by the Board.

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

Auditor and Auditor's Report

M/s. Walker Chandiok & Co LLP Chartered Accountants were appointed as StatutoryAuditors of the Company at the Annual General Meeting (AGM) held on 28th September2016 for a term of five consecutive years i.e. upto the conclusion of ensuing 85thAGM.

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

M/s. Walker Chandiok & Co LLP Chartered Accountants

(i) have expressed their willingness to be reappointed for a further term (ii) havesubmitted their confirmation to the effect that they continue to satisfy the criteriaprovided in Section 141 of the Act and (iii) that their appointment is within the limitsprescribed under Section 141 (3)(g) of the Act.

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

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

Secretarial Auditor and Secretarial Audit Report

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

The Board of Directors on the recommendation of the Audit Committee has re-appointedM/s BNP & Associates Company Secretaries Mumbai to conduct the secretarial audit ofthe Company for FY 2021-22. They have confirmed their eligibility for the re-appointment.

The Secretarial Audit Report does not contain any qualification reservationdisclaimer or adverse remark.

Cost Auditor and Cost Audit Report

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

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

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

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

Other Disclosures

During the financial year under review:

o the Company has complied with the applicable Secretarial Standards i.e. SS-1 andSS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively.

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

o the Company did not accept any deposit within the meaning of Sections 73 and 74of the Act read with the Companies (Acceptance of Deposits) Rules 2014 and accordingly noamount on account of principal or interest on public deposits was outstanding as on 31stMarch 2021.

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

o no significant or material orders were passed by the regulators or courts ortribunals which could impact the going concern status of the Company and its futureoperations.

o no material changes and commitments have occurred after the close of the yeartill the date of this report which may affect the financial position of the Company.


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

On behalf of the Board
Date: 14th May 2021 Y K Hamied
Place: Mumbai Chairman