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Glenmark Pharmaceuticals Ltd.

BSE: 532296 Sector: Health care
NSE: GLENMARK ISIN Code: INE935A01035
BSE 00:00 | 03 Apr 213.35 9.45
(4.63%)
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195.30

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219.50

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195.30

NSE 00:00 | 03 Apr 213.05 9.20
(4.51%)
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201.55

HIGH

219.50

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OPEN 195.30
PREVIOUS CLOSE 203.90
VOLUME 231368
52-Week high 667.00
52-Week low 168.00
P/E 4.68
Mkt Cap.(Rs cr) 6,021
Buy Price 212.00
Buy Qty 75.00
Sell Price 213.00
Sell Qty 179.00
OPEN 195.30
CLOSE 203.90
VOLUME 231368
52-Week high 667.00
52-Week low 168.00
P/E 4.68
Mkt Cap.(Rs cr) 6,021
Buy Price 212.00
Buy Qty 75.00
Sell Price 213.00
Sell Qty 179.00

Glenmark Pharmaceuticals Ltd. (GLENMARK) - Director Report

Company director report

Your Directors have pleasure in presenting the 41st Annual Report on business andoperations of the Company together with the Audited Financial Statements of the Companyfor the Financial Year (F.Y.) ended 31 March 2019.

Financial Results

(Rs in Million)

Year ended 31 March 2018 Particulars

Year ended 31 March 2019

Standalone* Consolidated Standalone* Consolidated
55442.08 91030.70 Gross Total revenue 63048.67 98654.68
9941.71 11193.30 Profit before tax and exceptional item 14729.99 11334.47
10143.47 8038.31 Profit for the year (after tax and attributable to shareholders) 16221.12 9249.93
(6.67) 38.71 Other Comprehensive Income for the year (not to be reclassified to P&L) (35.38) (213.59)
(778.78) Other Comprehensive Income for the year (to be reclassified to P&L) 3940.07
75630.80 40395.93 Surplus brought forward from last balance sheet 85088.38 47793.59
8576760 48472.81 Profit available for appropriation 101274.12 56829.93
Appropriations:
679.22 679.22 Dividend (including tax) 680.33 680.33

* Standalone Revenue and Profit before tax and exceptional item amounts representrevenue from continuing operations.

The Company has not transferred any amount out of the profit of the year to the GeneralReserves.

Dividend

The Board of the Company had approved the Dividend Distribution Policy on 27 October2016 in line with Regulation 43A of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 ('Listing Regulations'). The policy is uploaded on theCompany's website at the link: https://www glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/Dividend-Distribution-Policy.pdf

In line with the said Policy your Directors have recommended a Dividend of 200% (' 2/-per equity share of Rs 1 each) to be appropriated from the profits of the year 2018-19subject to the approval of the Shareholders at the ensuing Annual General Meeting. Thedividend will be paid in compliance with applicable Listing Regulations. The dividend ifapproved will result in an outflow of Rs 680.33 million (including dividend tax).

Results of Operations

Indian Accounting Standards (Ind AS)

Financial statements have been prepared in accordance with the Indian AccountingStandards (hereinafter referred to as the 'Ind AS') as notified by the Ministry ofCorporate Affairs pursuant to Section 133 of the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015 as amended and other relevantprovisions of the Act.

The Company has also voluntarily presented the consolidated results in accordance withthe recognition and measurement principles as per International Financial ReportingStandards (IFRS).

On Standalone basis the Company achieved gross revenue of Rs 63048.67 million ascompared to Rs 55442.08 in the previous year and the Standalone operating profit beforetax and exceptional item was ' Rs 14729.99 million as compared to Rs 9941.71 million inthe previous year.

On Consolidated basis the Company achieved a gross revenue of Rs 98654.68 million andthe Consolidated operating profit before tax and exceptional item was Rs 11334.47 millionas compared to 'Rs11193.30 million in the previous year

Corporate Governance

Your Company believes Corporate Governance is at the core of stakeholder satisfaction.As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together with acertificate from the Company's Secretarial Auditor confirming compliance with theaforesaid Regulations forms an integral part of this Report.

Directors and Key Managerial Personnel

Mr. Glenn Saldanha (DIN 00050607) and Mrs. Cherylann Pinto (DIN 00111844) retire byrotation at the ensuing Annual General Meeting and being eligible offer themselves forre-appointment. The Board has recommended their re-appointment for consideration of theShareholders.

All Independent Directors have declared that they meet the criteria of Independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 16(b) of ListingRegulations.

Appointment of Ms. Sona Saira Ramasastry

As per the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 and on the recommendation of Nomination andRemuneration Committee Ms. Sona Saira Ramasastry (DIN 08398547) has been appointed asWoman Independent Director of the Company through Circular Resolution passed by the Boardfor a period of 5 (Five) years with effect from 1 April 2019 subject to the approval ofthe Shareholders of the Company at the ensuing Annual General Meeting.

In terms of Section 160(1) of the Companies Act 2013 the Company has received noticein writing from a member signifying his intention to propose the candidature for theappointment of Ms. Sona Saira Ramasastry as Woman Independent Director at the ensuingAnnual General Meeting for a term of 5 years.

Brief profile of Ms. Sona Saira Ramasastry is given in the Notice convening the 41stAnnual General Meeting for the reference of the Shareholders.

Key Managerial Personnel

In terms of Section 203 of the Companies Act 2013 the following are the KeyManagerial Personnel (KMP) of the Company:

• Mr. Glenn Saldanha - Chairman & Managing Director

• Mrs. Cherylann Pinto - Director - Corporate Affairs

• Mr. V. S. Mani - Executive Director & Global Chief Financial Officer witheffect from 29 May 2018 and President & Global Chief Financial Officer upto 28 May2018

• Mr. Harish Kuber - Company Secretary & Compliance Officer

• Mr. Murali Neelakantan - Executive Director & Global General Counsel (upto29 May 2018)

Subsidiaries Joint Ventures and Associate Companies

As per Section 129(3) of the Companies Act 2013 and Listing Regulations theConsolidated Financial Statements of the Company and all its subsidiaries for the yearended 31 March 2019 prepared in accordance with Indian Accounting Standards (Ind AS) andInternational Financial Reporting Standards (IFRS) forms part of the Annual Report.Further in terms of the first proviso of Section 129(3) of the Companies Act 2013 andRules 5 and 8(1) of the Companies (Accounts) Rules 2014 a statement containing thesalient features performance and financial position of the subsidiaries in the prescribedForm AOC-1 is appended herewith as Annexure I to the Report.

• Glenmark Life Sciences Limited

(Formerly know as Zorg Laboratories Privated Limited)

During the year the Company acquired 100% stake in Zorg Laboratories Private Limited(Zorg) for an aggregate consideration of Rs 5 lacs before adjustments and subject to legaland financial due diligence. Subsequently name of Zorg was changed to Glenmark LifeSciences Limited (GLS). The shareholders of the Company approved the transfer of itsActive Pharmaceuticals Business (API) to GLS by passing a resolution through postalballot. Since it was a related party transaction promoters of the Company did not vote onthe same.

The policy for determining material subsidiaries may be accessed on the Company'swebsite at the link: https://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/policy_on_material_ subsidiary.pdf

The Audited Accounts of the subsidiaries together with its Board's Report and Auditors'Report are available for inspection of members on any working day at the Corporate Officeof the Company between 11:00 a.m. to 1:00 p.m. Your Company will also make available thesedocuments upon request by any member of the Company interested in obtaining the same.

Transfer of Orthopaedic Business

During the Year the Company had entered into a collaboration with leading home-grownprivate equity firm True North Enterprise Private Limited ('True North') and transferredits Orthopaedic and Pain management business valued at ' 635 crores to Integrace PrivateLimited a subsidiary of True North. Integrace will market the product portfolio in Indiaand Nepal.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company asrequired under Schedule V of Listing Regulations is provided in a separate section andforms an integral part of this report.

Related Party Transactions

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure IIto this report.

All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions.

The Company avails professional advisory services from the following Companies/firms inwhich the Director is interested:

Trilegal a firm in which one of the Directors of the Company is a partner and theCompany has paid to it Rs 24.59 million as sitting fees/professional fees.

The policy on materiality of related party transactions and dealing with related partytransactions may be accessed on the Company's website at the link:https://www.glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/policy_on_related_party_transactions_and_its_ materiality pdf

Auditors and Auditors' Report Statutory Auditors

The Auditors M/s. Walker Chandiok & Co LLP Chartered Accountants (ICAI FirmRegistration No. 001076N) were appointed as Auditors at the

37th Annual General Meeting held on 22 September 2015 for a term of five years i.e.till the conclusion of the 42nd Annual General Meeting of the Company which was subject toratification at every Annual General Meeting till 41st Annual General Meeting.

The Auditors Report does not contain any qualification reservation or adverse remark.

Cost Auditors

The Board on the recommendation of the Audit Committee has re-appointed M/s.Sevekari Khare & Associates (Registration No. 000084) as Cost Auditors to audit thecost records of the Company for the F.Y. 2019-20 at a remuneration of ' 1.60 million.

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Rules 2014 as amended from time to time the cost audit recordsmaintained by the Company are required to be audited. In terms of the provisions of theCompanies Act 2013 the remuneration payable to Cost Auditors is required to be ratifiedby the Shareholders at the ensuing Annual General Meeting and accordingly a resolutionseeking ratification has been included as Item No. 9 of the Notice convening the AnnualGeneral Meeting.

Internal Auditors

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

Secretarial Auditors

In terms of Section 204 of the Companies Act 2013 the Board of the Company at itsmeeting held on 29 May 2019 has appointed Mr Surjan Singh Rauthan proprieter of M/s. S.S. Rauthan & Associates Company Secretaries to conduct an audit of the secretarialrecords for the FY 2019-20.

The Company has received consent from Mr Surjan Singh Rauthan proprieter of M/s. S.S. Rauthan & Associates Company Secretaries to act as the auditor for conductingaudit of the Secretarial records for the FY ending 31 March 2020.

The Secretarial Audit Report for the FY ended 31 March 2019 is appended herewith asAnnexure III to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remarks.

The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013 (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 FY 2018-19.

Employee Stock Options Schemes:

Employee Stock Options Scheme 2003

No employee was issued Stock Options during the year.

As on 1 April 2018 no options were outstanding. As per the ESOP Scheme 2003 thetenure of the scheme was 15 years from the date of inception i.e. 26 September 2003 whichwas completed during the year and the scheme stands dissolved.

The information in compliance with Regulation 14 of the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 as amended is appended herewithas Annexure IV-A to this Report.

Employee Stock Options Scheme 2016

At the Annual General Meeting of the Company held on 12 August 2016 the Shareholdershad approved a Scheme 'Glenmark Pharmaceuticals Limited - Employee Stock Options Scheme2016' ("ESOS 2016") under the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 and other applicable laws Regulations etc.for the purpose of granting options to the permanent employees of the Company and itssubsidiaries as applicable.

At the Annual General Meeting of the Company held on 29 September 2017 the Shareholdersapproved the amendment to the Scheme in relation to repricing of the options granted fromRs 800 to Rs 600 and maximum number of options that would be granted would be upto 1% ofthe paid up share capital of the Company as at 31 March 2017 i.e. Rs 282168156/-(282168156 Equity Shares of Re 1/- each) i.e. 2821682 options which upon exercisewould result in the issue of 2821682 shares of ' 1/- each.

111666 options were issued under ESOS 2016; 221938 options were cancelled and nooptions were exercised. As of 31 March 2019 459414 options were outstanding.

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

The information in compliance with Regulation 14 of the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 as amended is appended herewithas Annexure IV-B to this Report.

Finance

The Company had issued U.S. $ 200000000 2.00% Resettable Onward StartingEquity-linked Securities (Bonds) U.S. $ 200000000 4.5% Senior Notes (Notes) and U.S. $90825000 ECB Facility (Notes) the brief description of the same is provided hereinbelow:

U.S. $ 200000000 2.00 % Resettable Onward Starting Equity-linked Securities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds become convertible at theoption of the holders' of the Bonds (the "Bondholders") after 1 December 2017and upto the close of business on 18 June 2022 into equity shares. Each Bond will beconvertible at the option of the holder thereof into fully paid equity shares at theinitial conversion price determined on 30 November 2017

On 30 November 2017 the Company set the initial conversion price (i.e. the price atwhich the ordinary shares of the Company will be issued upon conversion of Bonds (subjectto any further adjustments according to conditions) at '861.84 as determined in accordancewith condition 6.1.3 of the Trust deed. As of 31 March 2019 none of the Bondholders haveopted for the conversion option.

On 30 November 2017 the Company confirmed the fixed exchange rate as INR 64.5238 inaccordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June 2016 whichprovides that the fixed exchange rate shall be the FX rate (INR per US$ 1) based onBloomberg's "BFIX" USD/INR spot mid price rate 12.00 (Hongkong time) on 30November 2017

Unless previously converted redeemed or purchased and cancelled the Bonds will beredeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount togetherwith accrued interest (if any) calculated upto but excluding the Maturity Date. TheCompany may at its own discretion redeem the Bonds in whole but not in part subject tosatisfaction of certain conditions.

Each Bondholder has the right to require the Company to redeem in whole or in partsuch Bondholder's Bonds on 28 July 2021 at a price equal to 121.78% of its outstandingprincipal amount of Bonds together with interest (if any) accrued but unpaid on 28 July2021.

The Bonds are listed on the Singapore stock exchange.

The FCC Bonds were partially bought back in October 2018 (see note below on buyback).

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

In September 2018 The Company approved the launch of buyback of FCC Bonds("Buyback FCCBs") from existing holders of FCC Bonds ("BuybackBondholders") and MUFG Securities Asia Limited and J. P Morgan Securities Limitedwere appointed as dealer managers on behalf of the Company to buyback FCC Bonds at abuyback price of 105% of the principal amount outstanding (being U.S.$ 262500 for eachU.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.$ 86.5mn in aggregate principal amount (representing 346 FCC Bonds in number of U.S$250000 denomination for each FCC Bond) of the FCC Bonds. These Buyback FCCBs represented43.25% of the aggregate FCC Bonds. On the closing/settlement date the Company paid anaggregate purchase price of U.S.$ 90825000 for the Buyback FCCBs plus accrued butunpaid interest. Following settlement U.S.$ 113.5mn in aggregate principal amount of FCCBonds remained outstanding. The Company undertook buyback to monetize the opportunityavailable to reduce the external debt. Buyback FCCBs bought back by the Company gotcancelled by the Company. The remaining FCC Bonds that have not been bought back by theCompany remains outstanding. The Company utilised proceeds from an unsecured externalcommercial borrowing facility of up to U.S.$100 million ("ECB Facility") fromMUFG Bank Ltd. Singapore Branch to refinance such FCC Bonds. The Company has obtained aloan registration number ("LRN") from the Reserve Bank of India in this respect.

U.S. $ 200000000 4.5% Senior Notes (Notes) :

The Company issued Notes on 1 August 2016. The Notes will mature on 2 August 2021.

The interest on Notes will be payable semi-annually in arrears on 1 February and 1August each year. The final interest payment and the payment of principal will occur on 2August 2021.

The Notes are redeemable at any time on or after 2 August 2019 all or part of theNotes by paying the redemption price subject to fulfilment of certain conditions. TheCompany at its discretion may redeem all or a portion of the Notes at a redemption priceequal to 100% of the principal amount plus the applicable redemption premium and accruedand unpaid interest and additional amounts if any.

The Notes are listed on the Singapore stock exchange.

U.S. $ 90825000 ECB Facility (Notes) :

Company has obtained Loan Registration Number ("LRN") from RBI to raise anECB Facility to the extent of US$ 100 Mn. In October 2018 the Facility for US$ 90825000was raised and the proceeds were utilized for the purpose of repurchasing the FCC Bonds.The ECB Facility was raised from MUFG Bank Singapore with a maturity of 5 years. Theinterest rate for the first 3 years is 4.956% p.a and the interest for the subsequent 2years is 5.25% p.a

Listing at Stock Exchanges

The Equity shares of your Company continue to be listed on BSE Limited and The NationalStock Exchange of India Limited.

Bonds and 4.5% Serior Notes are listed on Singapore Exchange Limited.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as Annexure V tothis Report.

Particulars of Employees

Information as required under the provisions of Section 197(12) of the Companies Act2013 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 Companies Act 2013 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 report on the CSR activities undertaken by the Company in the format prescribed inthe Companies (Corporate Social Responsibility Policy) Rules 2014 including thecomposition of the CSR Committee is appended herewith as Annexure VII to this Report.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT-9 is appended herewith as Annexure VIII to this report.

Directors' Responsibility Statement

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Companies Act 2013the Directors confirm that -

I. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

II. appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2019 and of the profit ofthe Company for the year ended 31 March 2019;

III. proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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. have laid down internal financial controls to be followed by the Company and suchinternal financial controls are adequate and were operating effectively;

VI. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

Board Performance Evaluation

The Company has devised a Performance Evaluation Framework and Policy which sets out amechanism for the evaluation of the Board and the Directors.

Performance evaluation of the Board and the Directors was carried out through anevaluation mechanism in terms of the aforesaid Performance Evaluation Framework andPolicy

Familiarization Programme for the Independent Directors

In compliance with the requirements of Listing Regulations the Company has put inplace a familiarization programme for the Independent Directors to familiarize them withtheir roles rights and responsibilities as Directors the working of the Company changesin the regulatory environment etc.

The familiarization programme may be accessed on the Company's website at 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 year was circulatedwell in advance to the Directors. Five Board Meetings were convened and held during theyear. The Board has constituted an Audit Committee with Mr Julio F. Ribeiro as theChairman and Mr Sridhar Gorthi and Mr Milind Sarwate as Members. There have been noinstances during the year where recommendations of the Audit Committee were not acceptedby the Board.

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 and Listing Regulations.

Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(4) of the Companies Act 2013 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' website at the link: https://www glenmarkpharma.com/sites/all/themes/glenmark/pdf/governance-policies/nomination_and_remuneration_policy.pdf

Green Initiative

The Ministry of Corporate Affairs had undertaken the Green Initiative in CorporateGovernance by allowing paperless compliances by companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to sendnecessary communications to its Shareholders to their respective registered E-mailaddresses.

Your Company appeals to you its Shareholders who are yet to register the E-mailaddresses that they take necessary steps for registering the same so that you can alsobecome a part of the initiative and contribute towards a Greener environment.

Risk Management Policy and Internal Adequacy

The Company has put in place an Enterprise Risk Management Policy The Risk register isupdated at regular intervals. The details of risk management have been included in theManagement Discussion and Analysis Report which forms a part of this Annual Report.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors and cover all offices factories and key businessareas. Significant audit observations and follow up actions thereon are reported to theAudit Committee. The Audit Committee reviews adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of the Company's risk management policies andsystems.

Human Resources

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

Particulars of Loans Guarantees or Investments

Particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the standalone financial statements forminga part of this Annual Report.

Sustainability

Business Responsibility Report (BRR)

In accordance with Regulation 34(2) of the Listing Regulations the inclusion of BRR asa part of the Annual Report is mandated for top 500 listed entities based on the marketcapitalization. BRR for the year 2018-19 has been prepared in accordance with the formatprescribed by SEBI. The summary of the BRR is appended herewith as Annexure IX to thisReport. The full Report on sustainability will be available on Company's website www.glenmarkpharma.com. Any Shareholder interested in obtaining a physical copy of the samemay write to the Company Secretary & Compliance Officer at the Corporate Office of theCompany.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

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

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

4. No significant or material orders were passed by the regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries 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 at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ("Prevention of Sexual Harassment of Women atWorkplace Act") and Rules framed thereunder and an Internal Complaints Committee hasalso been set up to redress complaints received regarding sexual harassment.

The Company has ensured wide dissemination of the Policy and the provisions ofPrevention of Sexual Harassment of Women at Workplace Act by constituting internalcomplaint committee and conducting sessions throughout the Company.

Two (2) complaints were received and addressed during the F.Y. 2018-19 pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.No Complaint was pending as on 31 March 2019.

The Company is committed to providing safe and conducive work environment to all of itsemployees and associates.

Appreciation and Acknowledgements

Your Directors express their gratitude to the Company's customers shareholdersbusiness partners' viz. distributors and suppliers medical profession Company's bankersfinancial institutions including investors for their valuable sustainable support andco-operation.

Your Directors commend the continuing commitment and dedication of employees at alllevels.

For and on behalf of the Board of Directors
Glenn Saldanha
Chairman & Managing Director
Place: Mumbai (DIN 00050607)
Date: 29 May 2019