TO THE MEMBERS
Your Directors have pleasure in presenting the 72nd AnnualReport and Audited Financial Statements for the financial year ended 31stMarch 2022.
|STANDALONE AND CONSOLIDATED FINANCIAL RESULTS || || || || |
| || |
Rs ( crores)
| || |
| ||Year ended ||Year ended ||Year ended ||Year ended |
| ||31.3.2022 ||31.3.2021 ||31.3.2022 ||31.3.2021 |
|Sales and other Income ||5455.49 ||5201.40 ||5896.36 ||5482.83 |
|Profit before finance cost and depreciation ||1299.67 ||1575.82 ||1375.83 ||1607.19 |
|Less : Finance cost ||7.21 ||8.14 ||7.69 ||9.04 |
|Depreciation and Amortisation ||204.10 ||187.72 ||232.42 ||209.17 |
|Profit before tax ||1088.36 ||1379.96 ||1135. 72 ||1388.98 |
|Less : Provision for taxation || || || || |
|Current Tax ||197.20 ||244.98 ||207.01 ||248.65 |
|Short / (Excess) provision of taxes for earlier years ||0.08 ||- ||0.50 ||(0.01) |
|Deferred Tax Liability / (Asset) ||20.14 ||(5.79) ||17.26 ||(8.50) |
|Net Profit ||870.94 ||1140.77 ||910.95 ||1148.84 |
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the generalreserve out of the amount available for appropriation.
The standalone and consolidated financial statements are prepared inaccordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133of the Companies Act 2013 read with Rule 3 of the Companies (Indian Accounting Standards)Rules 2015 and Companies (Indian Accounting Standards) Amendment Rules 2016.
In accordance with Indian Accounting Standard (Ind AS-110) the auditedconsolidated financial statements are also provided in the Annual Report.
During the year under report CARE Ratings has revised the outlook forthe ratings of the Company's long term / short term bank facilities Fund Based / NonFund Based of Rs 1140 crores to CARE AA; Positive / Care A1+ (Double A; Outlook:Positive /A One Plus).
CRISIL has re-affirmed CRISIL A1+' rating on the Rs 200crores (enhanced from 50 crores) commercial paper programme of the Company.
COVID 19 PANDEMIC
The Covid-19 pandemic and its aftermath has caused / continue to causean un-precedented disruption in economic activities globally. India too suffered waves ofCovid-19 pandemic during the financial year under report. However there were no majorlockdowns and other containment measures as was seen during the initial period of theoutbreak of Covid-19 pandemic .
Covid-19 pandemic is a healthcare crisis that has shaken global economyand has forced countries across the globe to invest more and more in healthcareinfrastructure. The Covid-19 pandemic which is still continuing is expected to changethe way we operate. The consumer behavior and consumption pattern will also undergochanges.
Overall till now there was no major impact on Company's financialperformance due to Covid-19 pandemic. However we may face more Covid-19 pandemic relateduncertainties and challenges going forward. Your Company is confident that the inherentbusiness model of the Company which to a great extent is resilient to such marketdisturbances will navigate any such challenges which may be ahead of us.
MANAGEMENT DISCUSSION AND ANALYSIS
a. Industry Structure and Development
The pharmaceutical industry is responsible for the researchdevelopment manufacturing and distribution of medications. The industry has experienced asignificant growth over the past two decades and the global pharmaceutical market is nowestimated to be about US$ 1.40 trillion and is growing at a CAGR of about 4%.Pharmaceutical industry is one of the top performing industries globally.
The new medications are being constantly developed approved andmarketed resulting in significant market growth. The other market growth drivers for theindustry include the ageing population as seniors use more medicines per capita and risein the prevalence and treatment of chronic diseases due to lifestyle changes. Oncologyimmunology and neurology are the fastest growing therapy segments. The biologics market isalso growing at a significant rate in the therapy areas such as oncology diabetes andauto-immune diseases.
Though the pharmaceuticals industry is developing at a rapid pace thegrowth won't come easily for this industry that is heavily influenced by thehealthcare reforms cost pressure economic and geo-political fluidity pricing regimeincreased competition and challenging regulatory landscape with increased scrutiny.
b. Outlook Risks and Concerns
The Indian pharmaceutical industry is globally respected and India isthe third largest industry player globally in volume terms. The country is the largestsupplier of low cost quality generics drugs and vaccines to the world. Indianpharmaceutical companies have also carved out a niche in both the Indian and world marketwith expertise in reverse engineering new processes for manufacturing of pharmaceuticalsat low cost which became the advantage for this industry.
The contribution of the pharmaceutical industry to the country'seconomy is immense. Apart from large employment generation either directly or indirectlythis industry also contributes significantly to the country's GDP. As per IndianBrand Equity Foundation (IBEF) a trust established by the Ministry of Commerce andIndustry Government of India the Indian pharmaceutical industry is likely to reach asize of USD 130 billions in 2030 growing at a CAGR of about 12% from US$ 50 billions in2021. The Indian pharmaceutical industry growth will be driven by R&D capabilitiescost efficiencies huge talent pool of scientists and new opportunities in the emergingglobal economies.
The Indian pharmaceutical industry is expected to out-perform theglobal pharmaceutical industry and emerge as one of the leading pharmaceutical marketglobally by absolute value. It is for this reason India is truly hailed as the pharmacyof the world providing essential low cost medicines to countries across the globe.
However poor public healthcare funding and infrastructure low percapita consumption of medicines in emerging economies including India currencyfluctuations geo-political conflicts regulatory issues government mandated pricecontrol inflation and resultant all round increase in input costs are a few causes ofconcern.
During the year under report there was no change in the nature ofCompany's business.
c. Financial Performance and Operations Review
During the financial year under report the Company registered on astandalone basis a total income of Rs 5455.49 crores as against Rs 5201.40 crores in theprevious year a growth of 4.89%. On a consolidated basis the total income of the Companyhas increased by 7.54% to Rs 5896.36 crores as against Rs 5482.83 crores in the previousfinancial year.
During the financial year under report the Earnings before interestdepreciation and taxation on a standalone basis amounted to
Rs 1299.67 crores as against Rs 1575.82 crores in the previousfinancial year. The operations have resulted in a net profit of Rs 870.94 crores duringthe financial year under report as against Rs 1140.77 crores in the previous financialyear a decline of 23.65%.
On a consolidated basis the Earnings before interest depreciation andtaxation amounted to Rs 1375.83 crores as against
Rs 1607.19 crores in the previous financial year. The consolidatedoperations have resulted in a net profit of Rs 910.95 crores during the financial yearunder report as against Rs 1148.84 crores in the previous financial year a decline of20.71%.
|Break-up of Sales (standalone) || || || || || || ||(Rs Crores) |
| || || |
| || || |
| ||Domestic ||Exports ||Total ||Growth ||Domestic ||Exports ||Total ||Growth |
|Formulations ||2508.27 ||1486.74 ||3995.01 ||12% ||1981.67 ||1597.19 ||3578.86 ||14% |
|APIs & Intermediates ||325.42 ||1015.95 ||1341.37 ||-11% ||386.33 ||1120.00 ||1506.33 ||28% |
|Total Sales ||2833.69 ||2502.69 ||5336.38 ||5% ||2368.00 ||2717.19 ||5085.19 ||18% |
|Growth ||20% ||-8 % ||5% || ||9% ||27% ||18% || |
Key Financial Ratios (standalone)
| ||31st March 2022 ||31st March 2021 |
|1. Debtors Turnover Ratio ||6.71 ||6.30 |
|2. Inventory Turnover Ratio ||1.08 ||1.14 |
|3. Interest Coverage Ratio ||175.89 ||188.51 |
|4. Current Ratio ||3.13 ||3.08 |
|5. Debt Equity Ratio ||0.14 ||0.05 |
|6. Operating Profit Margin (%) ||18.68% ||25.01% |
|7. Net Profit Margin (%) ||16.32% ||22.43% |
|8. Return on Net Worth (%) ||16.95% ||27.06% |
Due to lower business growth increase in the material cost energycost and logistics cost as well as increase in the other overhead expenses due toinflationary trend in the economy the operating margins have reduced. This has resultedin lower operating profit margin net profit margin and return on net worth as compared toprevious financial year.
d. International Business
The products of the Company are now exported to over 100 countriesacross the globe. During the financial year under report the international businessamounted to Rs 2502.69 crores as against Rs 2717.19 crores in the previous year a declineof 8%. Formulation exports of the Company has declined by 7% to Rs 1486.74 crores andexports of APIs and Drug Intermediates have declined by 9% to Rs 1015.95 crores. Thedecline in the international business is mainly on the account of the reason that in theprevious financial year there was an increased sale of APIs and the formulations ofChloroquine Phosphate and Hydroxychloroquine Sulfate world-over since these moleculeswere considered to be useful in the treatment of Covid-19 disease in the initial period ofcorona virus outbreak. The Company's formulations manufacturing sites at Silvassa andSEZ Indore and APIs manufacturing site at Ratlam continue to be under US FDA import alert.The Company has implemented comprehensive remedial measures at all its manufacturing sitesto ensure quality and regulatory compliances. These remedial measures included review ofall processes and procedures revamping of training system recruitment of senior qualitypersonnel as well as automation of quality control laboratories. The Company is committedto its philosophy of highest quality in manufacturing operations systems integrity andcGMP culture. These manufacturing sites are currently awaiting re-inspection by US FDA.Except US FDA import alert on three of its manufacturing sites none of the Company'smanufacturing sites have any outstanding regulatory or compliance issues with any otherregulatory agency.
|Continent-wise Exports || || || || || || ||(Rs Crores) |
| || || |
| || || |
|Continent ||Formulations ||APIs and Intermediates ||Total ||% to exports ||Formulations ||APIs and Intermediates ||Total ||% to exports |
|Europe ||436.49 ||232.44 ||668.93 ||27% ||496.26 ||260.63 ||756.89 ||28% |
|Africa ||409.85 ||62.00 ||471.85 ||19% ||476.78 ||55.81 ||532.59 ||20% |
|Americas ||162.80 ||335.96 ||498.76 ||20% ||173.94 ||398.48 ||572.42 ||21% |
|Asia ||98.91 ||356.92 ||455.83 ||18% ||105.92 ||369.66 ||475.58 ||17% |
|CIS ||134.07 ||25.72 ||159.79 ||6% ||163.99 ||24.95 ||188.94 ||7% |
|Australasia ||244.62 ||2.91 ||247.53 ||10% ||180.30 ||10.47 ||190.77 ||7% |
|Total ||1486.74 ||1015.95 ||2502.69 ||100% ||1597.19 ||1120.00 ||2717.19 ||100% |
|Formulation Exports Therapeutic Contribution || |
|Therapeutic Group ||2021-22 ||2020-21 |
|Cardiovasculars & Anti-diabetics ||25% ||23% |
|Pain Management ||21% ||28% |
|Anti-malarials ||24% ||26% |
|Anti-bacterials ||6% ||5% |
|Anthelmintics ||5% ||5% |
|Central Nervous System (CNS) products ||7% ||5% |
|Gastro Intestinal (G.I) products ||6% ||4% |
|Cough Preparations ||2% ||2% |
|Others ||4% ||2% |
|TOTAL ||100% ||100% |
The Company achieved European export sales of Rs 668.93 crores duringthe financial year under report as against sales of Rs 756.89 crores in the previous yeara decline of 12%. The Company has developed and submitted 96 generic formulation dossiersfor registration in Europe out of which 78 dossiers are registered. The Company has alsoobtained certificate of suitability (COS) of 55 APIs from European Directorate for QualityMedicines (EDQM).
The Company has started marketing generic formulations in the UnitedKingdom in its own label.
The Company achieved export sales of Rs 471.85 crores to Africa duringthe financial year under report as against Rs 532.59 crores in the previous year adecline of 11%.
The Company exports branded and generic formulations as well as APIs tomany African countries. The Company markets branded formulations in Africa throughdedicated field force. The Company also supplies generics formulations to South Africa.The Company is expanding its branded formulations business in this continent throughexpansion of geographical coverage and increase in the number of branded formulationsmarketed. Your Company is also is in the process of expanding its field force in thiscontinent. The Company is also continuously filing new formulation dossiers forregistration in the African countries.
The Company achieved sales of Rs 498.76 crores in this continent asagainst Rs 572.42 crores in the previous year a decline of 13%. As reported earlier theUS formulations and APIs business continues to be impacted due to ongoing US FDA importalert for three of the Company's manufacturing facilities.
46 ANDA applications of generic formulations developed by the Companyare filed with US FDA out of which 18 ANDA applications are granted till date. 52 DMFs ofthe Company are also currently filed with US FDA.
The Asian business (excluding India) recorded sales of Rs 455.83 croresas against Rs 475.58 crores in the previous year a decline of 4%. The Company exportsformulations as well as APIs to several Asian countries. In countries like Nepal SriLanka Myanmar Philippines and Vietnam the Company markets its branded formulationsthrough dedicated field force.
Confederation of Independent States (CIS)
The Company's CIS business recorded sales of Rs 159.79 crores asagainst Rs 188.94 crores in the previous year a decline of 15%. Most of the business isfrom branded formulation sales in Russia Ukraine Kazakhstan and Belarus. TheCompany's branded formulations are marketed in this continent by its own field forceappointed through its non-trading offices.
The geo-political conflict in this region has resulted in decline ofshipments to this geography in the last quarter of the financial year under report.
The Company exports APIs to Australia and formulations to Australia andNew Zealand in this sub-continent. The business from this continent was Rs 247.53 croresduring the financial year under report as against Rs 190.77 crores in the previous year agrowth of 30%. The Company has developed and submitted 74 generic formulation dossiers forregistration in this market out of which 73 dossiers are registered.
e. Domestic Formulations Business
The Company's branded formulations business in India now comprisesof 17 marketing divisions focusing on key therapeutic segments with a portfolio of about154 brands. Your Company is now the 19th largest in the domestic formulationsmarket as per IQVIA - MAT March 2022. The Company is in the process of adding 4 more newmarketing divisions in the domestic formulations business.
During the financial year under report the domestic formulationsbusiness recorded a growth of 27% at Rs 2508.27 crores as against
Rs 1981.67 crores in the previous year.
Domestic Branded Formulations - Therapeutic Contribution
|Therapeutic segment ||2021-22 ||2020-21 |
| ||% to sales ||% to sales |
|Pain Management ||49% ||52% |
|Cardiovasculars & Anti-diabetics ||17% ||19% |
|Anti-malarials ||5% ||4% |
|Anti-bacterials ||7% ||6% |
|Dermatology ||5% ||5% |
|Gastro Intestinal (G I) products ||3% ||3% |
|Cough Preparations ||5% ||3% |
|Neuro Psychiatry ||3% ||3% |
|Urology ||3% ||3% |
|Neutraceuticals ||1% ||1% |
|Others ||2% ||1% |
|Total ||100% ||100% |
f. Active Pharmaceutical Ingredients (APIs) and Intermediates Business
During the financial year under report the APIs and Intermediatesbusiness recorded sales of Rs 1341.37 crores as against Rs 1506.33 crores in the previousfinancial year a decline of 11%. Nearly 76% of the APIs and Intermediates business isfrom exports.
The Company exports its APIs across the globe. Most of theinternational customers of the Company are end user formulations manufacturers includingseveral multinational companies.
Your Company is in the process of commercializing new APIs for theglobal market.
g. New APIs manufacturing unit at Dewas (M.P.)
Your Directors are pleased to inform you that one plant out of the twoplants being set-up for manufacturing of Drug Intermediates and Active PharmaceuticalsIngredients (APIs) at the Company's new green field manufacturing unit at Dewas(Madhya Pradesh) has commenced trial production in the month of February 2022.
h. Intellectual Property Protection
The Company has created intellectual property management group withinthe Research and Development centers to deal with management and protection ofintellectual property. The Company has filed many patent applications till date in IndiaUSA and other countries. These applications relate to novel and innovative manufacturingprocesses for the manufacture of APIs and pharmaceutical formulations.
i. Internal Control Systems and its adequacy
The Company has adequate internal control systems including suitablemonitoring procedures commensurate with its size and the nature of the business. Theinternal control systems provide for all documented policies guidelines authorizationand approval procedures. The Company has an internal audit department which carries outaudits throughout the year. The statutory auditors while conducting the statutory auditreview and evaluate the internal controls and their observations are discussed with theAudit committee of the Board.
j. Human Resources
The human resource plays a vital role in the growth and success of anorganization. The Company has maintained cordial and harmonious relations with employeesacross various locations.
During the year under review various training and developmentworkshops were conducted to improve the competency level of employees with an objective toimprove the operational performance of individuals. The Company has built a competent teamto handle challenging assignments. The Company strives to enhance the technical workrelated and general skills of employees through dedicated training programs on acontinuous basis.
The Company has 15155 permanent employees (including 801 overseasemployees) as on 31st March 2022 out of which 7682 employees are engaged inthe marketing and distribution activities.
k. Cautionary Statement
Certain statement in the management discussion and analysis may beforward looking within the meaning of applicable securities law and regulations and actualresults may differ materially from those expressed or implied. Factors that would makedifferences to Company's operations include competition price realization currencyfluctuations regulatory issues changes in government policies and regulations taxregimes economic development within India and the countries in which the Company conductsbusiness and other incidental factors.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes or commitments affecting the financial position ofthe Company have occurred between the end of the financial year to which financialstatements in this report relate and the date of this report.
The paid-up share capital of the Company as at 31st March2022 was 253704218 equity shares of Rs 1/- each aggregating to Rs 25.37 crores.
During the financial year under review pursuant to the approval of theshareholders at the Extra Ordinary General meeting held on 16th December 2021every 1 (one) equity share of the nominal/face value of Rs 2/- each was sub-divided into 2(Two) equity shares of the nominal/face value of Rs 1/- each so as to improve theliquidity of the Company's share and to make it more affordable for small investorsand to broad base the small investors base.
EMPLOYEES STOCK OPTION SCHEME (ESOS)
The Company has a scheme - Ipca Laboratories Ltd. Employees StockOption Scheme 2014 (ESOS) approved by the Board of Directors as well asCompany's shareholders. This ESOS is in compliance with SEBI (Share Based EmployeeBenefits) Regulations 2014. There was no change made in this ESOS Scheme during thefinancial year under report.
However currently there are no outstanding options issued under theCompany's ESOS.
The necessary disclosure pursuant to Regulation 14 of SEBI (Share BasedEmployee Benefits) Regulations 2014 is furnished on the website of the Companywww.ipca.com.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
During the financial year under report M/s. Trophic Wellness PrivateLtd. a company incorporated under the Companies Act 1956 and engaged in the business ofmanufacturing and marketing of several SKUs of Neutraceuticals under the brand name"Nutricharge" has become the subsidiary of the Company. Your Company now holds52.35% of the paid-up equity share capital of said company.
During the year your Company has incorporated a not-for-profit Section8 wholly owned subsidiary company limited by guarantee of not exceeding the sum of Rs 10lacs by the name "Ipca Foundation" inter-alia to carry out Corporate SocialResponsibility (CSR) and other related charitable and support activities.
During the financial year your Company's wholly owned subsidiaryM/s. Ipca Pharmaceuticals Inc. USA has acquired balance 20% of the share capital of M/s.Bayshore Pharmaceuticals LLC (Bayshore) a New Jersey based limited liability company.With this acquisition Bayshore is now wholly owned by M/s. Ipca Pharmaceuticals Inc.
During the year your Company has also subscribed to 4.03% partnershipinterest in ABCD Technologies LLP. ABCD Technologies LLP is a limited liabilitypartnership (LLP') that has various partners. ABCD Technologies LLP willthrough its investment entities engage in the objective of digitizing healthcareinfrastructure in India.
During the year your Company also acquired 26.57% of the paid-up sharecapital of M/s. Lyka Labs Limited pursuant to a Joint Management Control Agreement withthe promoters of the said company. M/s. Lyka Labs Ltd. was incorporated in the year 1976under Companies Act 1956 and is engaged in the business of manufacturing and marketing ofinjectables lyophilized injectables and topical formulations.
Consequent to acquisition of these shares the Company also made apublic offer to acquire additional 26% equity shares of the said company from its publicshareholders under the SEBI (SAST) Regulations 2011. After completion of the said openoffer your Company holds 26.58% of the equity share capital of the said company.
The Board of Directors of your Company have now decided to merge withthe Company its two (2) wholly owned subsidiaries M/s. Ramdev Chemical Pvt.Ltd. and M/s. Tonira Exports Ltd. subject to necessary approvals.
There has been no material change in the nature of the business of thesubsidiaries. The Company has no subsidiary which can be considered as material within themeaning of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
In accordance with the provisions of Section 136(1) of the CompaniesAct 2013 the following have been placed on the website of the Company www.ipca.com:
a) Annual Report of the Company containing therein its standalone andthe consolidated financial statements; and
b) Audited annual accounts of each of the subsidiary companies.
As required the financial data of the subsidiaries joint venture andassociate companies is furnished in the prescribed Form AOC-1 as an Annexure to theconsolidated financial statements.
Pursuant to the provisions of Section 129(3) of the Companies Act2013 the consolidated financial statements of the Company are attached.
RESEARCH & DEVELOPMENT (R&D)
The Company has always considered Research and Development (R&D) ascrucial for the sustained growth of the Company. In the recent years the Company hasstepped-up investments in R&D to keep pace with the changing domestic and globalscenario.
The Company has R&D centers at Mumbai Ratlam Athal (Silvassa) andRanu (Vadodara) which are duly recognized by the Government of India Ministry of Scienceand Technology Department of Scientific & Industrial Research (DSIR).
The R&D expenditure of the Company during the financial year was Rs141.46 crores (2.65% of the turnover) as against Rs 126.67 crores (2.49% of the turnover)in the previous year.
With qualified and experienced research scientists and engineersmanning the research and development activities the Company has focused its thrust on newand innovative process and product development for the manufacture of APIs withnon-infringing processes. Apart from development of new dosage forms and drug deliverysystems improvement in processes and yield as well as cost reduction are also focusareas.
Your directors have already announced and paid in the month of December2021 an interim dividend of Rs 8/- per share (400%) on the face value of Rs 2/- each forthe financial year under report. It is now not proposed to declare any further dividendfor the financial year ended 31st March 2022. The interim dividend paid forthe financial year under report is in line with the Company's dividend distributionpolicy which is placed on the Company's website www.ipca.com.
The dividend amounting to Rs 101.48 crores paid as interim dividendwill be appropriated out of the profits for the year.
INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
The Company has transferred to the Investors Education and ProtectionFund (IEPF) all the unpaid dividend amounts required to be so transferred on or before thedue date(s) for such transfer. The Company has also transferred to IEPF such of theCompany's equity shares in respect of which the dividend declared has not been paidor claimed for seven consecutive years.
The details of the unpaid / unclaimed dividends for the last sevenfinancial years are available on the website of the Company www. ipca.com.
The Company has appointed its Company Secretary as the nodal officerunder the provisions of IEPF.
Mr. Ajit Kumar Jain and Mr. Pranay Godha retire by rotation at theensuing Annual General Meeting and being eligible offer themselves for re-appointment.
Mr. Anand T. Kusre and Mr. Dev Parkash Yadava were re-appointed asIndependent Directors for a second term of five consecutive years from 1stApril 2019 and Dr. (Mrs.) Manisha Premnath was re-appointed as Independent Director for asecond term of five consecutive years from 21st September 2019 through postalballot on 27th March 2019. The shareholders have also approved the appointmentof Mr. Kamal Kishore Seth as an Independent Director for a period of 5 years from 29thMarch 2019.
Mr. Anand Kusre Mr. Dev Parkash Yadava Dr. (Mrs.) Manisha Premnathand Mr. Kamal Kishore Seth who are independent directors have submitted declaration thateach of them meets the criteria of independence as provided in Section 149(6) of theCompanies Act 2013 and SEBI (LODR) Regulations and there has been no change in thecircumstances which may affect their status as independent directors during the year.
None of the directors of the Company are debarred from holding theoffice of Director by virtue of any SEBI order or order by any other competent authority.
In the opinion of the Board the independent directors possessappropriate balance of skills experience and knowledge as required. A brief note onDirectors retiring by rotation and eligible for re-appointment is furnished in the Reporton Corporate Governance annexed herewith.
KEY MANAGERIAL PERSONNEL
During the financial year under report the following persons continueto be the Key Managerial Personnel of the Company
|Mr. Premchand Godha ||- Chairman & Managing Director/CEO |
|Mr. Ajit Kumar Jain ||- Joint Managing Director / CFO |
|Mr. Pranay Godha ||- Executive Director |
|Mr. Prashant Godha ||- Executive Director |
|Mr. Harish P. Kamath ||- Corporate Counsel & Company Secretary |
There was no change in the Key Managerial Personnel during thefinancial year under report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS
The Nomination and Remuneration Committee has laid down the criteriafor Directors' appointment and remuneration including criteria for determiningqualification positive attributes and independence of a Director. The followingattributes/criteria for selection have been laid by the Board on the recommendation of theCommittee: the candidate should possess the positive attributes such as leadershipentrepreneurship business advisor or such other attributes which in the opinion of theCommittee are in the interest of the Company; the candidate should be free from anydisqualification as provided under Sections 164 and 167 of the Companies Act 2013; thecandidate should meet the conditions of being independent as stipulated under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in case of appointment as an independent director; and the candidateshould possess appropriate educational qualification skills experience and knowledge inone or more fields of finance law management sales marketing administrationresearch corporate governance technical operations infrastructure medical socialservice professional teaching or such other areas or disciplines which are relevant forthe Company's business.
The Nomination and Remuneration Committee lays down the criteria forperformance evaluation of independent directors Board of Directors and Committees of theBoard. The criteria for performance evaluation is based on the various parameters likeattendance and participation at meetings of the Board and Committees thereof contributionto strategic decision making review of risk assessment and risk mitigation review offinancial statements business performance and contribution to the enhancement of brandimage of the Company. The Board has carried out evaluation of its own performance as wellas that of the Committees of the Board and all the Directors. The annual evaluation wascarried out in the following manner:
|Sr. No. ||Performance evaluation of ||Performance evaluation performed by |
|1. ||Board and individual directors ||Board after seeking inputs from all directors |
|2. ||Board Committees ||Board seeking inputs from all committee members |
|3. ||Individual Directors ||Nomination and Remuneration committee |
|4. ||Non-independent directors Board as a whole and the Chairman ||Separate meeting of independent directors after taking views from executive directors |
|5. ||Board its Committees and individual Directors ||At the board meeting held after the meeting of the independent directors based on evaluation carried out as above. |
PROFICIENCY OF DIRECTORS
All the independent directors of the Company have registered theirnames in the database maintained by the Indian Institute of Corporate Affairs ManesarHaryana. Those of the independent directors who are not otherwise exempted have appearedand passed the common proficiency test conducted by the said institute within theprescribed time.
The objective and broad framework of the Company's RemunerationPolicy is to consider and determine the remuneration based on the fundamental principlesof payment for performance for potential and for growth. The Remuneration Policy reflectson certain guiding principles of the Company such as aligning remuneration with the longerterm interests of the Company and its shareholders promoting a culture of meritocracy andcreating a linkage to corporate and individual performance and emphasising on lineexpertise and market competitiveness so as to attract the best talent. It also ensures theeffective recognition of performance and encourages a focus on achieving superioroperational results. The Nomination and Remuneration Committee recommends the remunerationof Directors and Key Managerial Personnel which is approved by the Board of Directorssubject to the approval of shareholders where necessary. The level and composition ofremuneration shall be reasonable and sufficient to attract retain and motivate thedirectors key managerial personnel and other employees of the quality required to run theCompany successfully. The relationship of remuneration to performance should be clear andmeet appropriate performance benchmarks. The remuneration to directors key managerialpersonnel and senior management personnel should also involve a balance between fixed andincentive pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals. The Remuneration Policy is placed on theCompany's website www.ipca.com.
Information about elements of remuneration package of individualdirectors is provided in the Annual Return as provided under Section 92(3) of theCompanies Act 2013 which is placed on the website of the Company.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Details of the familiarisation programs for independent directors aredisclosed on the website of the Company www.ipca.com.
MEETINGS OF THE BOARD AND COMMITTEES THEREOF
This information has been furnished under Report on CorporateGovernance which is annexed.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors confirm:
i) that in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
ii) that your Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year March 31 2022 and of the profit of the Company for the financial year;
iii) that your Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) that your Directors have prepared the annual accounts on a goingconcern basis;
v) that your Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
vi) that your Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
As per the requirement of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has complied with the requirements ofCorporate Governance in all material aspects.
A report on Corporate Governance (Annexure 1) together with acertificate of its compliance from a Practising Company Secretary forms part of thisreport.
During the year under review the Company has not accepted any fixeddeposits and as such no amount of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.
Details of the Audit Committee along with its constitution and otherdetails are provided in the Report on Corporate Governance.
AUDITORS AUDIT REPORT AND AUDITED ACCOUNTS
M/s. G. M. Kapadia & Co. Chartered Accountants (Firm RegistrationNo. 104767W) were appointed as the Statutory Auditors at the 67th AnnualGeneral Meeting (AGM) of the Company for a term of 5 (Five) years i.e. till the conclusionof 72nd AGM.
The Auditors' Report read with the notes to the accounts referredto therein are self-explanatory and therefore do not call for any further comments. Thereare no qualifications reservations or adverse remarks made by the Auditors.
The term of appointment of M/s. G. M. Kapadia & Co. CharteredAccountants is coming to an end at the conclusion of the forthcoming 72ndAnnual General Meeting of the Company. In their place it is now proposed to appoint M/s.Natvarlal Vepari & Co. Chartered Accountants (Firm Registration No. 106971W) as theStatutory Auditors of the Company to carry out the statutory audit activities for a periodof 5 (five) years from the conclusion of the 72nd AGM and till the conclusionof 77th AGM of the Company.
The necessary resolution for the appointment of the Statutory Auditorswill be placed before the shareholders for their approval at the ensuing AGM.
Pursuant to the provisions of Section 148 of the Companies Act 2013M/s. ABK & Associates Cost Accountants (Firm Registration No. 000036) were appointedas the Cost Auditors to conduct audit of cost records of the Company for the financialyear 2021-22.
The Cost Audit Report for the financial year 2020-21 which was due tobe filed with the Ministry of Corporate Affairs by 3rd September 2021 wasfiled on 31st August 2021.
The Company has maintained the cost accounts and cost records asspecified by the Central Government under sub-section (1) of Section 148 of the CompaniesAct 2013.
Pursuant to the provisions of Section 204 and other applicableprovisions if any of the Companies Act 2013 M/s. Parikh & Associates PractisingCompany Secretaries were appointed as the Secretarial Auditors for auditing thesecretarial records maintained by the Company for the financial year 2021-22.
The Secretarial Auditors' Report is annexed hereto. There are noqualifications reservations or adverse remarks made by the Secretarial Auditors.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is committed to good corporate citizenship. As a part ofits corporate social responsibility the Company continues to undertake a range ofactivities including healthcare and education to improve living conditions of the needypeople. The CSR policy of the Company is placed on the website of the Company(http://www.ipca.com/pdf/corporate_policy/Corporate_Social_ Responsibility_Policy.pdf).
During the year under report the Company inter-alia has alsosupported healthcare and educational projects undertaken by charitable institutions andorganizations.
In accordance with the provisions of Section 135 of the Companies Act2013 an abstract on Company's CSR activities is furnished as Annexure 2 to thisreport.
SAFETY ENVIRONMENT AND HEALTH
The Company considers safety environment and health as the managementresponsibility. Regular employee training programmes are carried out in the manufacturingfacilities on safety environment and health.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made anyinvestments in contravention of the provisions of the Section 186 of the Companies Act2013. The details of the loans and guarantees given and investments made by the Companyare provided in the notes to the financial statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course ofCompany's business. The Company has not entered into any contract arrangement ortransaction with any related party which could be considered as material as defined underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board has approved a policy for related party transactions whichhas been uploaded on the website of the Company (http://www.ipca.com/pdf/corporate_policy/ Related_Party_Transactions.pdf).
All the related party transactions are placed before the AuditCommittee as well as the Board for approval on a quarterly basis. Omnibus approval wasalso obtained from the Audit Committee and the Board on an annual basis for repetitivetransactions.
Related party transactions under Indian Accounting Standard IndAS 24 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014 is furnished as Annexure 3 to this report.
Pursuant to the provisions of Section 197 of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names and other particulars of the employees drawingremuneration and other details as set out in the said Rules is furnished under Annexure 4to this report.
However having regard to the provisions of the first proviso toSection 136(1) of the Act and as advised the Annual Report excluding the aforesaidinformation is being sent to the members of the Company. The said information is availablefor inspection at the registered office of the Company during working hours excludingSaturdays and any member interested in obtaining such information may write to the CompanySecretary and the same will be furnished on request. The full Annual Report including theaforesaid information is available on the Company's website www.ipca.com.
CODE OF CONDUCT
The Board has laid down a code of conduct for board members and seniormanagement personnel of the Company. The code incorporates the duties of independentdirectors as laid down in the Companies Act 2013. The said code of conduct is posted onCompany's website www.ipca.com. The Board members and senior management personnelhave affirmed compliance with the said code of conduct. A declaration in this regardsigned by the Chairman & Managing Director / CEO is given at the end of the CorporateGovernance Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
There is a Whistle Blower Policy in the Company and that no personnelhave been denied access to the Chairman of the Audit Committee. The policy provides foradequate safeguards against victimization of persons who use vigil mechanism. The WhistleBlower Policy is posted on the website of the Company www.ipca.com.
PREVENTION OF INSIDER TRADING
The Company has also adopted a code of conduct for prevention ofinsider trading. All the Directors senior management employees and other employees whohave access to the unpublished price sensitive information of the Company are governed bythis code. During the year under Report there has been due compliance with the said codeof conduct for prevention of insider trading.
The Board has adopted a revised Code of Prevention of Insider Tradingbased on the SEBI (Prohibition of Insider Trading) Regulations 2015. The same has beenplaced on the website of the Company www.ipca.com.
CONSTITUTION OF COMMITTEE UNDER SEXUAL HARRASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy in line with the requirements ofPrevention of Sexual Harassment of Women at the Workplace and a Committee has been set-upto redress sexual harassment complaints received. The necessary annual report has beensubmitted to the competent authority in this regard.
BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Section 134 of the Companies Act 2013the Company has constituted a Risk Management Committee. The details of the Committee andits terms of reference are provided in the Report on Corporate Governance which isannexed.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by any regulatortribunal or court that would impact the going concern status of the Company and its futureoperations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
In accordance with the requirements of Section 134 of the CompaniesAct 2013 statement showing particulars with respect to conservation of energytechnology absorption and foreign exchange earnings and outgo is furnished as Annexure 5to this report.
In accordance with the requirements of Section 92 (3) of the CompaniesAct 2013 and rule 12 (1) of the Companies (Management and Administration) Rules 2014 acopy of Annual Return in Form MGT-7 is placed on the Company's website www.ipca.com(weblink : https://www.ipca.com/investors-extract-of-annual-return/).
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report of the Company for the financialyear ended 31st March 2022 forms part of this Report. The same is alsouploaded on the Company's website www.ipca.com as a part of the Annual Report.
The Company has complied with all the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
Your Directors place on record their appreciation for the continuedco-operation and support extended to the Company by the bankers and financialinstitutions. Your Directors also thank the medical profession the trade and consumersfor their patronage of the Company's products. Your Directors also place on recordtheir profound admiration and sincere appreciation of the continued hard work put in byemployees at all levels.
For and on behalf of the Board
Chairman & Managing Director 24th May 2022