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Glenmark Pharmaceuticals Ltd.

BSE: 532296 Sector: Health care
NSE: GLENMARK ISIN Code: INE935A01035
BSE 00:00 | 11 Aug 388.90 13.20
(3.51%)
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370.95

HIGH

391.75

LOW

370.00

NSE 00:00 | 11 Aug 389.00 13.15
(3.50%)
OPEN

369.00

HIGH

391.80

LOW

369.00

OPEN 370.95
PREVIOUS CLOSE 375.70
VOLUME 119772
52-Week high 585.00
52-Week low 348.90
P/E 6.68
Mkt Cap.(Rs cr) 10,975
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 370.95
CLOSE 375.70
VOLUME 119772
52-Week high 585.00
52-Week low 348.90
P/E 6.68
Mkt Cap.(Rs cr) 10,975
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Glenmark Pharmaceuticals Ltd. (GLENMARK) - Director Report

Company director report

Your Directors have pleasure in presenting the 43rd Annual Report onbusiness and operations of the Company together with the Audited Financial Statements ofthe Company for the Financial Year (F.Y.) ended 31 March 2021.

FINANCIAL RESULTS

(Rs. in million)

Year ended 31 March 2020 Particulars Year ended 31 March 2021
Standalone* Consolidated Standalone* Consolidated
67126.31 106409.69 Gross Total Revenue 75679.33 109439.29
15160.90 10632.00 Profit before tax and exceptional item 18698.65 13379.30
13545.48 7759.70 Profit for the year (aftertax and attributable to shareholders) 16494.47 9700.88
(54.22) 67.60 Other Comprehensive Income forthe year (not to be reclassified to P&L) 24.84 44.32
- (2524.75) Other Comprehensive Income for the year(to be reclassified to P&L) - 822.49
100593.79 56149.67 Surplus brought forward from last balance sheet 113404.70 63296.78
114085.05 63976.97 Profit available for appropriation 129924.01 73041.48
Appropriations:
680.34 680.34 Dividend 705.42 705.42

*Standalone Revenue and Profit before tax and exceptional item amountsrepresent revenue from continuing operations.

The Company has not transferred any amount out of the profit of theyear to the General Reserves.

DIVIDEND

The Board of the Company had approved the Dividend Distribution Policyon 27 October 2016 in line with Regulation 43A of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 ('Listing Regulations').The policy is uploadedon the Company's website atthe link: https:// glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/ Dividend-Distribution Policy.pdf

In line with the said Policy the Board has recommended a Dividend of250% (? 2.5/- per equity share of ? 1 each) to be appropriated from the profits of theyear 2020-21 subjectto the approval of the Shareholders at the ensuing Annual GeneralMeeting (AGM). The dividend will be paid in compliance with applicable Section of theCompanies Act 2013 ('Act') & Listing Regulations. The dividend if approved willresult in an outflow of? 705.42 million.

RESULTS OF OPERATIONS INDIAN ACCOUNTING STANDARDS (IND AS)

Financial statements have been prepared in accordance with the IndianAccounting Standards (hereinafter referred to as the 'Ind AS') as notified by the Ministryof Corporate Affairs pursuant to Section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended and other relevant provisions of the Act.

On Standalone basis the Company achieved gross revenue of ' 75679.33million as compared to ' 67126.31 million in the previous year and the Standaloneoperating profit before tax and exceptional item was ' 18698.65 million as compared to '15160.90 million in the previous year.

On Consolidated basis the Company achieved a gross revenue of?109439.29 million as compared to ? 106409.69 million in the previous year and theConsolidated operating profit before tax and exceptional item was ? 13379.30 million ascompared to ? 10632.00 million in the previous year.

CORPORATE GOVERNANCE

The Company believes Corporate Governance is at the core of stakeholdersatisfaction. As per Regulation 34(3) read with Schedule V of the Listing Regulations aseparate section on Corporate Governance practices followed by the Company together witha certificate from the Company's Secretarial Auditor confirming compliance with theaforesaid Regulations forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Blanche Saldanha (DIN 00007671) retire by rotation at the ensuingAGM and being eligible offer herself for re-appointment. The Board has recommended her re-appointmentfor consideration of the Shareholders.

Relevant details including profile of Mrs. Blanche Saldanha seeking herre-appointment are included separately in the Notice of AGM.

APPOINTMENT OF MR. DIPANKAR BHATTACHARJEE:

As per the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) (Amendment) Regulations 2018 and on the recommendation ofNomination and Remuneration Committee Mr. Dipankar Bhattacharjee (DIN 08770548) wasappointed as Independent Director of the Company through resolution passed by the Boardfor a period of 5 (Five) years with effect from 14 August 2020. Shareholders of theCompany at the AGM held on 29 September 2020 had regularised the appointment of Mr.Dipankar Bhattacharjee.

CESSATION OF DIRECTORSHIP:

Mr. Milind Sarwate was appointed as Non-Executive Independent Directorof the Companyfor a term of Five Years commencing from 29 October 2015 to 28 October 2020.As he did not opt for reappointment post completion of his tenure with effect from closeof business hours on 28 October 2020 he ceased to be a Director of the Company. The Boarddeeply appreciated his valuable contribution and support during his term as aNon-Executive Independent Director of the Company.

All Independent Directors have declared that they meet the criteria ofIndependence as laid down under Section 149(6) of the Act and Regulation 16(b) of ListingRegulations. The Independent Directors of the Company have confirmed that they haveenrolled themselves in the Independent Directors' Databank maintained with the IndianInstitute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule6 of the Companies (Appointment & Qualification of Directors) Rules 2014 as amended.They have also affirmed compliance with the Code of Conduct for Independent Directors asprescribed inSchedule IV of the Act.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act the following are the KeyManagerial Personnel (KMP) of the Company:

• Mr. Glenn Saldanha - Chairman & Managing Director

• Mrs. Cherylann Pinto - Executive Director - Corporate Services

• Mr. V. S. Mani - Executive Director & Global Chief FinancialOfficer

• Mr. Harish Kuber - Company Secretary & Compliance Officer

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As per Section 129(3) of the Act and Listing Regulations theConsolidated Financial Statements of the Company and all its subsidiaries for the F.Y.ended 31 March 2021 prepared in accordance with Ind AS forms part of the Annual Report.Further in terms of the first proviso of Section 129(3) of the Act and Rules 5 and 8(1)of the Companies (Accounts) Rules 2014 a statement containing the salient featuresperformance and financial position of the subsidiaries in the prescribed Form AOC-1 isappended herewith as Annexure I to the Report.

The Audited Accounts of the subsidiaries together with its Board'sReport and Auditors' Report are available for inspection of members on any working day atthe Corporate Office of the Company between 11:00 a.m. to 1:00 p.m. The Company will alsomake available these documents upon request by any member of the Company interested inobtaining the same.

As on date of this report Glenmark Life Sciences Limited (GLS) isunlisted material subsidiary incorporated in India. The Company is in compliance withRegulation 24A of the Listing Regulations. Copy of the Secretarial Audit Report of GLS isappended herewith and forms part of this report. The Secretarial Audit Report of GLS doesnot contain any qualification reservation adverse remark or disclaimer.

The policy for determining material subsidiaries may be accessed on theCompany's website at the link: https://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/ governance-policies/policv onmaterial subsidiary.pdf

INITIAL PUBLIC OFFER (IPO) OF GLENMARK LIFE SCIENCES LIMITED

Glenmark Life Sciences Limited a wholly owned subsidiary of theCompany on 16 April 2021 has filed a draft red herring prospectus with the Securities andExchange Board of India for an initial public offer comprising of a fresh issue and anoffer for sale by Glenmark Pharmaceuticals Limited. The IPO will be subject to marketconditions receipt of applicable approvals and other considerations.

DIVESTMENT OF ANTI-ALLERGY BRANDS TO DR REDDY'S

During the year the Company entered into a definitive agreement withDr. Reddy's Laboratories Ltd. to divest its brand Momat Rino (for Russia Kazakhstan andUzbekistan) Momat Rino Advance (for Russia) Momat A (for Kazakhstan and Uzbekistan)Glenspray and Glenspray Active (for Ukraine) along with rights to the trademarksdossiers and patents for the territories mentioned.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of theCompany as required under Schedule V of Listing Regulations is provided in a separatesection and forms an integral part of this report.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referredto in Section 188(1) of the Act in the prescribed Form AOC-2 is appended as Annexure II tothis report.

All Related Party Transactions are placed before the Audit Committeefor approval. Prior omnibus approval of the Audit Committee is obtained forthetransactions which are repetitive in nature. A statement of all Related Party Transactionsis placed before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions.

The Company avails professional advisory services from the followingCompanies/firms in which the Director is interested:

Trilegal a firm in which one of the Directors of the Company is apartner.

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://www.glenmarkpharma. com/sites/all/themes/glenmark/pdf/governance-policies/ policyon related party transactions and its materiality.pdf

AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS:

At the 42nd AGM of the Company held on 29 September 2020 theshareholders had approved appointment of M/s. Suresh Surana & Associates LLP (SSA)Chartered Accountants (ICAI Firm Registration No.121750W/W-100010) as the StatutoryAuditors for a period of 5 years commencing from the conclusion of the 42nd Annual GeneralMeeting until the conclusion of 47th Annual General Meeting. SSA is the Indian member firmof RSM Network. RSM Network has presence in over 120 countries and are in top 40 majorbusiness centres throughout the world. Auditors have confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI in pursuance of the ListingRegulations. The Auditors attend the Annual General meeting of the Company. Auditor'sReport for the year under review forms part of this annual report. It does not contain anyqualifications reservations or adverse remarks.

B. COST AUDITORS:

The Board on the recommendation of the Audit Committee hasre-appointed M/s. Sevekari Khare & Associates (Registration No. 000084) as the CostAuditors to auditthe cost records of the Companyfor the F.Y. 2021-22 at a remuneration of?1.94 million.

The Company has received consent from M/s. Sevekari Khare &Associates to act as the Cost Auditor for conducting the cost audit of the Company forF.Y. ending 31 March 2022.

Pursuantto Section 148 of the Act read with The Companies (Cost Recordsand Audit) Rules 2014 as amended from time to time the cost audit records maintained bythe Company are required to be audited. In terms of the provisions of the Act theremuneration payable to Cost Auditors is required to be ratified by the Shareholders atthe ensuing AGM and accordingly a resolution seeking ratification has been included inthe Notice convening the Annual General Meeting.

C. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act and the Companies(Accounts) Rules 2014 the Board of the Company has appointed M/s. R.G.N. Price &Co. to conduct internal auditforthe Company.

D. SECRETARIAL AUDITORS:

In terms of Section 204 of the Act the Board of the Company at itsmeeting held on 28 May 2021 has appointed Mr. Surjan Singh Rauthan proprietor of M/s.S.S. Rauthan & Associates Company Secretaries to conduct an audit of the secretarialrecords for the F.Y. 2021-22.

The Company has received consent from Mr. Surjan Singh Rauthanproprietor of M/s. S. S. Rauthan & Associates Company Secretaries to act as theauditor for conducting audit of the Secretarial records for the F.Y. ending 31 March 2022.

The Secretarial Audit Report for the F.Y. ended 31 March 2021 isappended herewith as Annexure III to this report. The Secretarial Audit Report does notcontain any qualification reservation adverse remarks or disclaimer.

The Auditors of the Company have not reported any fraud as specifiedunder the second proviso of Section 143(12) of the Act (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).

CHANGES IN CAPITAL STRUCTURE

There was no change in paid-up share capital in the F.Y. 2020-21.

EMPLOYEE STOCK OPTIONS SCHEME 2016

At the AGM of the Company held on 12 August 2016 the Shareholders hadapproved a Scheme 'Glenmark Pharmaceuticals Limited - Employee Stock Options Scheme 2016'("ESOS 2016") under the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 and other applicable laws Regulations etc. for thepurpose of granting options to the permanent employees of the Company and itssubsidiaries as applicable.

At the AGM of the Company held on 29 September 2017 the Shareholdersapproved the amendment to the Scheme in relation to re- pricing of the options grantedfrom ' 800 to ' 600 and maximum number of options that would be granted would be up to 1%of the paid up share capital of the Company as at 31 March 2017 i.e. '282168156/-(282168156 Equity Shares of ' 1/- each) i.e. 2821682 options which upon exercise wouldresult in the issue of 2821682 shares of' 1/- each.

No options were issued and exercised and 41666 options were cancelled.As of 31 March 2021 404247 options were outstanding.

On exercising the convertible options so granted the paid- up equityshare capital of the Company will increase by a like number of shares.

The information in compliance with Regulation 14 of the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 as amended isappended herewith as Annexure IV to this Report.

FINANCE

U.S. $ 200000000 2.00 % Resettable Onward starting equity-linkedsecurities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds becomeconvertible atthe option of the holders' of the Bonds (the "Bondholders") after1 December 2017 and uptothe close of business on 18 June 2022 into equity shares. EachBond will be convertible atthe option of the holder thereof into fully paid equity sharesat the initial conversion price determined on 30 November 2017.

On 30 November 2017 the Company set the initial conversion price (i.e.the price at which the ordinary shares of the Company will be issued upon conversion ofBonds subject to any further adjustments according to conditions) at ' 861.84 asdetermined in accordance with condition 6.1.3 of the Trust deed. As of 31 March 2021 noneof the Bondholders have opted forthe conversion option.

On 30 November 2017 the Company confirmed the fixed exchange rate asINR 64.5238 in accordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June2016 which provides thatthe fixed exchange rate shall be the FX rate (INR per U.S. $ 1)based on Bloomberg's "BFIX" USD/INR spot mid-price rate 12.00 (Hongkong time) on30 November 2017.

Unless previously converted redeemed or purchased and cancelled theBonds will be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principalamount together with accrued interest (if any) calculated upto but excluding theMaturity Date. The Company may at its own discretion redeem the Bonds in whole but notin part subject to satisfaction of certain conditions.

The Bonds are listed on the Singapore stock exchange.

The FCC Bonds were partially bought back in October 2018 (see notebelow on Buyback). In addition to that the Company approved for tender and consentsolicitation for amendment of FCC Bonds in February 2021 (see note below on Tender Offerand Consent Solicitation).

As per the original Trust Deed each Bondholder has the right torequire the Company to redeem in whole or in part such Bondholder's Bonds on 28 July2021 (Put Option Date) at a price equal to 121.78% of its outstanding principal amount ofBonds together with interest (if any) accrued but unpaid on 28 July 2021. This is amendedin April 2021(see note below on Tender Offer and Consent Solicitation).

Buy back of the Company's U.S. $ 200000000 2.00% resettable onwardstarting equity- linked securities due 2022 - October 2018:

In September 2018 the Company approved the launch of buybackof FCCBonds ("Buyback FCCBs")from existing holders of FCC Bonds ("BuybackBondholders"). MUFG Securities Asia Limited and J.P. Morgan Securities Limited wereappointed as dealer managers on behalf of the Company to buyback FCC Bonds at a buybackprice of 105% of the principal amount outstanding (being U.S. $ 262500 for each U.S. $250000 of FCC Bonds) up to an aggregate purchase price of U.S. $ 100 million plusaccrued and unpaid interest per FCC Bond. In October 2018 the Company agreed to buybackU.S. $ 86.5 million in aggregate principal amount (representing 346 FCC Bonds in number ofU.S. $ 250000 denomination for each FCC Bond) of the FCC Bonds. These Buyback FCCBsrepresented 43.25% of the aggregate FCC Bonds. On the closing/settlement date the Companypaid an aggregate purchase price of U.S. $ 90825000 forthe Buyback FCCBs plus accruedbut unpaid interest. Following settlement the FCCBs bought back were cancelled and U.S. $113.5 million in aggregate principal amount of FCC Bonds remained outstanding. The Companyundertook buyback to monetize the opportunity available and to push maturity of externaldebt. The Company utilised proceeds from an unsecured External Commercial Borrowingfacility of up to U.S.$ 100 million ("ECB Facility") from MUFG Bank Ltd.Singapore Branch to refinance these Bonds.

Tender Offer of the Company's U.S. $ 200000000 2.00% resettableonward starting equity- linked securities due 2022 and Consent Solicitation fromBondholders - April 2021:

In March 2021 the Company announced launch of a tender offer of theFCC Bonds. The Hong Kong and Shanghai Banking Corporation Limited was appointed as theDealer Manger on behalf of the Company to launch a tender offer an aggregate principalamount of up to U.S. $ 38.5 million at a purchase price of 120.30% of the principal amountof the FCC Bonds (Tender Offer) and also invited the holders of the FCC Bonds to approvethe amendment of the optional put notice period from not later than 30 days nor more than60 days prior to the Put Option Date to a minimum of 150 days prior to the Put Option Dateby passing an Extraordinary Resolution (Consent Solicitation).

Tender Offer: In April 2021 an aggregate principal amount of U.S. $36.75 million (representing 147 FCC Bonds in number of U.S. $ 250000 denomination foreach FCC Bond) were validly tendered pursuant to the Offer. These tendered FCCBsrepresented 32.38% of the outstanding FCC Bonds. On the closing/settlement date theCompany paid an aggregate purchase price of U.S. $ 44210250 plus accrued but unpaidinterest. Following settlement the tendered FCC Bonds were cancelled and U.S. $ 76.75million in aggregate principal amount of FCC Bonds remained outstanding. The Companyundertook this tender to utilize the loan financing to manage the Company's debt maturityprofile by reducing near-term repayable outstanding indebtedness and to reduce interestcosts. The Company utilised proceeds from unsecured External Commercial Borrowingfacilities from Fifth Third Bank and International Finance Corporation to refinance theseBonds (see note below on Fifth Third Bank and IFC).

Consent Solicitation: An Extraordinary Resolution was duly passed atthe Bondholders Meeting held on 12 April 2021 with 99.78 per cent of votes cast infavour of the amendment to the optional put notice period. The Company also executed theSupplemental Trust Deed to make the amendment effective from 12 April 2021.

U.S. $ 200000000 4.5% SENIOR NOTES (NOTES):

The Company issued Notes on 1 August 2016. Maturity of the Notes was on2 August 2021. The interest on Notes was payable semi-annually in arrears on 1 Februaryand 1 August each year.

The Notes were redeemable at any time on or after 2 August 2019 all orpart of the Notes by paying the redemption price subject to fulfilment of certainconditions. The Company tied up a Syndicated loan (See note below on Syndicated Loan) torefinance the Notes. The Company redeemed aggregate principal amount of U.S. $ 190000000Notes in December 2020 and the balance U.S. $ 10000000 in January 2021. The Companypaid a redemption premium of 1.125% and accrued and unpaid interest and additionalamounts if any as applicable under Optional redemption.

The Notes were delisted from the Singapore stock exchange in January2021.

U.S. $ 90825000 MUFG Bank ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to theextent of U.S. $ 100 million. In October 2018 the ECB Facility for U.S. $ 90825000 wasraised and the proceeds were utilized for the purpose of repurchasing the FCC Bonds. TheECB Facility was raised from MUFG Bank Singapore with a maturity of 5 years. The interestrate for the first 3 years is 4.956% p.a and the interest for the subsequent 2 years is5.25% p.a.

U.S. $ 200000000 Syndicated ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to theextent of U.S. $ 200 million. During the period November 2020 to January 2021 the ECBFacility for U.S. $ 200 million was raised and the proceeds were utilized for the purposeof refinancing the 4.5% Senior Notes. The ECB Facility was raised from 9 Foreign bankswith a maturity of 3.5 years. The interest margin is 3.15% p.a. over U.S. $ LIBOR. TheCompany refinanced its Sr. notes well before the scheduled maturity.

U.S. $ 28000000 Fifth Third Bank ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to theextent of U.S. $ 28 million.The ECB Facility for U.S. $ 28 million was executed in March2021 and the Company availed the entire amount in April 2021 and the proceeds wereutilized for the purpose of refinancing the FCC Bonds. The ECB Facility was raised fromFifth Third Bank National Association with a maturity of 3.5 years. The interest marginis 3.15% p.a. over U.S. $ LIBOR.

U.S. $ 40000000 International Finance Corporation (IFC) ECBFacility:

The Company has obtained LRN from RBI to raise an ECB Facility to theextent of U.S. $ 40 million. The ECB Facility for U.S. $ 40 million was executed inFebruary 2021 and the Company availed USD 16574250 in April 2021 and the proceeds wereutilized for the purpose of refinancing the FCC Bonds. Balance amount may be used by theCompany to finance capital expenditure. The ECB Facility was raised from InternationalFinance Corporation with a maturity of 5.7 years. The interest margin is 3.08% p.a. overU.S. $ LIBOR.

LISTING AT STOCK EXCHANGES

The Equity shares of the Company continue to be listed on BSE Limitedand The National Stock Exchange of India Limited.

Bonds are listed on Singapore Exchange Limited.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on Conservation of Energy Technology AbsorptionForeign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act 2013read with Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as Annexure Vto this Report.

UNCLAIMED DIVIDEND / SHARES

In pursuance of Regulation 39 read with Schedule VI of the ListingRegulations the details of underlying shares in unclaimed suspense account and unclaimedshares/ dividend transferred to Investor Education and Protection Fund are provided inthe Report on Corporate Governance.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 197(12) of theAct read together with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended herewith as Annexure VI to this report.

The information required pursuant to Section 197(12) of the Act readwith Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company is appended herewith andforms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Ministry of Corporate Affairs (MCA) has amended the Companies(Corporate Social Responsibility Policy) Rules 2014 through notification dated 22 January2021 and brought major changes in the Rules through the Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021.The CSR Committee and the Board has approvedrevised CSR Policy in line with The Companies (Corporate Social Responsibility Policy)Amendments Rules 2021 and same is available on Company's website at:https://www.glenmarkpharma.com/ sites/all/themes/glenmark/pdf/governance-policies/policy-on-corporate-social-responsibility 2021.pdf

The report on the CSR activities undertaken by the Company in theformat prescribed in the Companies (Corporate Social Responsibility Policy) AmendmentRules 2021 including the composition of the CSR Committee is appended herewith asAnnexure VII to this Report.

ENVIRONMENTAL SOCIAL AND GOVERNANCE (ESG) COMMITTEE

During the year the Board has formulated a dedicated ESG committeecomprising Ms. Saira Ramasastry and Mr. Dipankar Bhattacharjee Independent Directors asmembers and is chaired by Mr. Glenn Saldanha Chairman & Managing Director.

The ESG committee is established to ensure effective and consistentengagement of our senior management in emerging ESG risks and opportunities. Thecommittee's objective is to inculcate a long-term time horizon in business decision makingand a panoramic approach to risk management.

Our ESG committee's focus is on incorporating ESG considerations acrossbusiness functions spanning stakeholder interactions risk management manufacturingoperations workforce engagement supply chain management among others.

The ESG committee will play a key role in apprising progress on theCompany's ESG strategy encompassing goals and targets curated to unlock positive outcomesfor our economy environment and the society.

ANNUAL RETURN

Pursuant to Section 92 read with Section 134(3)(a) of the Act theAnnual Return as on 31 March 2021 is available on the Company's website athttps://www.glenmarkpharma.com/ sites/default/files/AnnualReturnFY2020-21.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Actthe Directors confirm that -

i. in the preparation of the annual accounts the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures if any;

ii. appropriate accounting policies have been selected and appliedconsistently and have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31 March 2021and of the profit of the Company for the yearended31 March 2021;

iii. 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 preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and were operatingeffectively;

vi. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

BOARD PERFORMANCE EVALUATION

The Company has devised a Performance Evaluation Framework and Policywhich sets out a mechanism for the evaluation of the Board and the Directors.

Performance evaluation of the Board and the Directors was carried outthrough an evaluation mechanism in terms of the aforesaid Performance Evaluation Frameworkand Policy.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations the Companyhas put in place a familiarization programme for the Independent Directors to familiarizethem with their roles rights and responsibilities as Directors the working of theCompany changes in the regulatory environment etc.

The familiarization programme may be accessed on the Company's websiteat the link: https://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/familiarisation_programme_for_independent_ directors.pdf

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the yearwas circulated well in advance to the Directors. Four Board Meetings were convened andheld during the year. The Board has constituted an Audit Committee with Mr. Rajesh Desaias the Chairman and Mr. Sridhar Gorthi Mr. Devendra RajMehta as Members. There have beenno instances during the year where recommendations of the Audit Committee were notaccepted by the Board.

Details of the composition of the Board and its Committees and of theMeetings held and attendance of the Directors at such Meetings are provided in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Act and Listing Regulations.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(4) of the Act and Regulation19(4) of Listing Regulations the policy on the appointment of Directors includingIndependent Directors Key Managerial Personnel (KMP) and Senior Management and the policyon remuneration of the Directors KMP and other employees provides a referendum based onwhich the Human Resource Management Team plans and strategizes their recruitment plans forthe strategic growth of the Company. The Nomination & Remuneration Policy may beaccessed on the Company's website at the link: https://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/nomination_and_remuneration_policy.pdf

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has put in place an Enterprise Risk Management Policy. TheRisk register is updated at regular intervals. On a quarterly basis the Risk ManagementCommittee reviews critical risks on a rotational basis in line with the risk managementplan to measure effectiveness of mitigation actions defined against critical risks and itsimpact on overall risk exposure of the Company The details of risk management have beenincluded in the Management Discussion and Analysis Report which forms part of thisReport.

The Company's internal control systems are commensurate with the natureof its business and the size and complexity of its operations. These are routinely testedand certified by Statutory as well as Internal Auditors and cover all offices factoriesand key business areas. Significant audit observations and follow up actions thereon arereported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness ofthe

Company's internal control environment and monitors the implementationof audit recommendations including those relating to strengthening of the Company's riskmanagement policies and systems.

HUMAN RESOURCES

Company's industrial relations continued to be harmonious during theyear under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees and investments covered under Section186 of the Companies Act 2013 form part of the notes to the standalone financialstatements forming a part of this Annual Report.

SUSTAINABILITY

BUSINESS RESPONSIBILITY REPORT (BRR)

In accordance with Regulation 34(2) of the Listing Regulations theinclusion of BRR as a part of the Annual Report is mandated fortop 1000 listed entitiesbased onthe market capitalization. BRR for the F.Y. 2020-21 has been prepared inaccordance with the format prescribed by SEBI. The summary of the BRR is appended herewithas Annexure VIII to this Report. The full Report on sustainability will be available onCompany's website www.glenmarkpharma.com.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividendvoting or otherwise.

3. Neither the Managing Director nor the Whole-time Directors of theCompany received any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

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

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment atWorkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ("Prevention of Sexual Harassmentof Women at Workplace Act") and Rules framed thereunder and an Internal ComplaintsCommittee has also been set up to redress complaints received regarding sexual harassment.

The Company has ensured wide dissemination of the Policy and theprovisions of Prevention of Sexual Harassment of Women at Workplace Act by constitutinginternal complaint committee and conducting sessions throughout the Company.

One (1) complaint was received and addressed during the F.Y. 2020-21underthe Sexual Harassment of Women at Workplace Act. No Complaint was pending ason31March 2021.

The Company is committed to providing safe and conducive workenvironment to all of its employees and associates.

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistleblower Policy and Vigil Mechanism toprovide a formal mechanism to the Directors employees and other external stakeholders toreport their concerns about unethical behaviour actual or suspected fraud or violation ofthe Company's Code of Conduct. The Policy provides for adequate safeguards againstvictimisation of employees who avail of the mechanism. No personnel of the Company hasbeen denied access to the Chairperson of the Audit Committee.

The Whistleblower Policy and Vigil Mechanism ensures that strictconfidentiality is maintained in such cases and no unfair treatment is meted out to aWhistleblower. The Company as a Policy condemns any kind of discrimination harassmentvictimisation or any other unfair employment practice being adopted againstWhistleblowers.

The Whistleblowers Policy may be accessed on the Company's website atthe link: https://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/whistle_ blower_policy.pdf

GREEN INITIATIVE

The MCA had undertaken the Green Initiative in Corporate Governance byallowing paperless compliances by companies through electronic mode. We request all theshareholders to support the 'Green Initiative' of the Ministry of Corporate Affairs andthe Company's continuance towards greener environment by enabling the service of theAnnual Report AGM Notice and other documents electronically to your email addressregistered with your Depository Participant/ Registrar and Share Transfer Agent.

The Company appeals to you its Shareholders who are yet toregisterthe E-mail addresses that they take necessary steps for registering the same sothat you can also become a part of the initiative and contribute towards a greenerenvironment.

APPRECIATION AND ACKNOWLEDGEMENTS

The Directors express their gratitude to the Company's customersshareholders business partners' viz. distributors and suppliers medical professionalsbankers financial institutions including investors for their valuable sustainable supportand co-operation.

The Directors commend the continuing commitment and dedication ofemployees at all levels.

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