To the Members
Your Directors present their report on business and operations of yourCompany for the year ended March 31 2022.
(Rs in million)
| ||Standalone ||Consolidated |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Sales ||112584.8 ||109010.2 ||161927.9 ||149269.9 |
|Other operating income ||5131.9 ||1549.1 ||2126.9 ||2359.7 |
|Other Income ||1504.2 ||1290.9 ||1416.9 ||1362.9 |
|Profit before business compensation expense interest depreciation and tax ||23045.1 ||21731.5 ||23072.9 ||27031.7 |
|Less: Business compensation expense ||18783.8 ||- ||18783.8 ||- |
|Less: Finance costs ||734.7 ||406.2 ||1427.7 ||1406.4 |
|Less: Depreciation amortisation and impairment expenses ||5141.9 ||5028.3 ||16587.1 ||8874.1 |
|Profit/(Loss) before share of profit from Jointly Controlled Entity and Tax ||(1615.3) ||16297.0 ||(13725.7) ||16751.2 |
|Add: Share of profit from Jointly Controlled Entity ||- ||- ||3.6 ||13.3 |
|Less: Provision for taxation (including deferred tax) ||271.7 ||3710.8 ||1371.5 ||4485.2 |
|Profit/(Loss) after tax ||(1887.0) ||12586.2 ||(15093.6) ||12279.3 |
|Profit/(Loss) after tax and before non-controlling interest ||(1887.0) ||12586.2 ||(15093.6) ||12279.3 |
|Share of Profit/(Loss) attributable to Non-controlling Interest ||- ||- ||186.8 ||114.0 |
|Net Profit/(Loss) attributable to Shareholders of the Company ||(1887.0) ||12586.2 ||(15280.4) ||12165.3 |
Sales for the year ended March 31 2022 was Rs 161927.9 milliongrowth of 8.5%. During the year due to a few one-offs (business compensation expense andimpairment of certain IPs) the Company reported net loss of Rs 15280.4 million.
Business compensation expense relate to settlement of a dispute by theCompany and its subsidiary with respect to antitrust class in the USA in connection withthe drug Glumetza? (used for treatment of diabetes) without admitting any liability forany wrongdoing. The settlement payment is compensatory and not penal for any offense orviolation of law. The total amount was USD 252.9 million (Rs 18783.8 million) [includingUSD 4.9 million (Rs 374.8 million) towards litigation and settlement related expenses].The entire amount has been paid during the year. Also impairment provisions of Rs 8402.1million in respect of certain acquired IPs consequent to adverse market conditions weremade. Earnings per share (Basic) stood at (Rs 33.65).
The year was challenging with headwinds in the U.S. on account of priceerosion and inflation in input materials and freight. Other markets continue solid growthin revenues and profitability. The Company is focused on optimising operating expenses andspend and ensuring the evolution of the Company?s complex generic platforms alongwith global portfolio maximization while doubling down on markets like India. The Companyexpects its efforts to yield meaningful uptick in profitability in future.
Multiple Covid waves were challenging for all of us as new variantsaffected diverse geographies at different times thereby significantly impacting lives andlivelihoods. The last wave witnessed low hospitalisation and mortality rates. Safetyprotocols remained in place and the leadership team of your Company closely monitored allregions.
The measures adopted by the Company helped in maintaining smoothoperations and protected team health. Enhanced controls ensured uninterrupted flow ofproducts throughout the pandemic.
Your Directors recommend dividend of 200% (Rs 4/- per equity share).The total dividend amount is Rs 1818 million.
In compliance with Regulation 43A(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) Dividend DistributionPolicy has been hosted on the website of the Company www.lupin.com (web link:https://www.lupin.com/ wp-content/uploads/2021/04/dividend-distribution- policy.pdf).
During the year the paid-up share capital of the Company increased byRs 1.6 million consequent to the allotment of 794881 equity shares of Rs 2/- each toemployees of the Company and its subsidiaries upon exercising vested options under variousstock option plans. Paid-up equity share capital as on March 31 2022 was Rs 909 million.
ICRA Limited (ICRA) has assigned the rating 'A1+? (pronounced'ICRA A one plus') for the Company's bank facilities of Rs 26780 million which indicatesvery strong degree of safety regarding timely payment of financial obligations.
Subsidiary Companies/Joint Venture
As on March 31 2022 the Company had 28 subsidiaries and a jointventure.
Lupin Digital Health Limited wholly owned subsidiary of the Companywas incorporated on May 21 2021 to leverage technology and build digital platforms tosupport doctors in managing health of patients.
As part of business expansion Avenue Coral Springs LLC USA whollyowned subsidiary of the Company was incorporated on November 29 2021.
Southern Cross Pharma Pty. Limited Australia (Southern Cross) whollyowned subsidiary of the Company was acquired on February 3 2022. Southern Cross whichis in the business of registration and distribution of generic pharmaceutical formulationsthrough hospitals and pharmaceutical companies in Australia shall reinforce the leadingposition of the Company in the generics market of Australia.
As part of restructuring Lupin Latam Inc. USA wholly ownedsubsidiary of the Company was liquidated effective August 31 2021.
In accordance with first proviso to Section 129(3) of the CompaniesAct 2013 (Act) and Rules 5 and 8(1) of the Companies (Accounts)
Rules 2014 salient features of the financial statements performanceand financial position of each subsidiary and joint venture are given in Form No. AOC - 1as Annexure 'A? to this Report. Financial statements of subsidiaries and jointventure are available for inspection by Members at the registered office of the Companyduring business hours as stipulated under Section 136 of the Act. The Company shallprovide free of cost a copy of the financial statements of its subsidiaries and jointventure to Members upon their request.
The said financial statements are also available on the Company'swebsite www.lupin.com.
Pursuant to Regulation 46(2)(h) of the Listing Regulations the Companyformulated a policy for determining material subsidiaries. The said policy is available onthe Company's website www.lupin. com (web link: https://www.lupin.com/wp-content/uploads/2022/03/rpt-policy-03-02-2022.pdf).
The key initiatives taken by the Company with respect to strategygovernance framework performance and value creation are provided separately in six formsof capital viz. financial capital human capital manufacturing capital social capitalintellectual capital and natural capital in the Integrated Report. The Report encompassesfinancial and non-financial information to help Members take well-informed decisions andhave a better understanding of the Company's long-term perspective.
Management Discussion and Analysis
As stipulated under Regulation 34(3) read with Schedule V(B) of theListing Regulations Management Discussion and Analysis forms part of the IntegratedReport.
Corporate Governance Report
Your Directors reaffirm their commitment to adhere to the higheststandards of corporate governance and ethical practices. In compliance with Regulation34(3) read with Schedule V(C) of the Listing Regulations a Report on Corporate Governanceforms part of the Integrated Report. In terms of Schedule V(E) of the Listing RegulationsAuditors' certificate confirming compliance with the conditions of corporate governance isannexed to the Corporate Governance Report.
Business Responsibility and Sustainability Report
As recommended by the second proviso to Regulation 34(2)(f) of theListing Regulations the Company is pleased to voluntarily provide its maiden BusinessResponsibility and Sustainability Report which forms part of the Integrated Report.
Corporate Social Responsibility (CSR)
CSR activities of the Company are carried out through Lupin HumanWelfare & Research Foundation (LHWRF) and Lupin Foundation.
LHWRF which has experience of over three decades in implementingsocial projects undertakes rural development activities. As a leader in undertaking CSRwork in rural India LHWRF focuses on producing efficient sustainable and replicablemodels. It operates within a framework of Lives and Livelihoods where Lives denotehealthcare and Livelihoods entails rural incomes. Over the years LHWRF has lifted manyfamilies out of poverty by imparting skills and generating farm/farm-allied/ non-farmlivelihoods.
LHWRF operates through its 20 centres in the states of RajasthanMaharashtra
Madhya Pradesh Uttarakhand Goa Gujarat Jammu Andhra Pradesh andSikkim. During the year LHWRF covered 2285 villages located in 71 blocks of 21 districtsin the said states.
In the current fiscal LHWRF implemented various programmes having highand sustainable impact which benefited over 746000 families. Adopting a holistic ruraldevelopment approach targeted measures were implemented to enhance income and livingconditions in rural India. Interventions aimed at economic social infrastructuredevelopment and natural resource management in operational areas broadly covered: -
Economic development - Agriculture development programmesanimal husbandry and livelihood promotion through skill development;
Social development - Women empowerment health and education;
Natural resource management - Achieving sustainable developmentthrough watershed lines increasing water availability and accessibility increasing landproductivity community participation capacity building of community and comprehensiveend-to-end support; and
Infrastructure development - Building civic infrastructuremotivating people to create common assets and developing tourist spots.
Pursuant to the provisions of Section 135 of the Act read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company was requiredto be spend Rs 334.8 million during FY22 towards CSR activities. The actual spend was Rs339.9 million.
The CSR Policy approved by the Board of Directors has been hosted onthe Company's website www.lupin.com. Details of CSR activities undertaken by the Companyare given in Annexure 'B? to this Report.
Directors? Responsibility Statement
In compliance with the provisions of Section 134(3)(c) read withSection 134(5) of the Act to the best of their knowledge and belief your directorsconfirm that: -
i) in the preparation of the annual financial statements for the yearended March 31 2022 the applicable accounting standards have been followed along withproper explanations relating to material departures;
ii) they had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your Company at the end of thefinancial year March 31 2022 and of the loss of your Company for that year;
iii) they have taken proper and sufficient care for the 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 financial statements have been prepared on a goingconcern basis;
v) they had laid down proper internal financial controls and that thesame are adequate and were operating effectively; and
vi) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
In accordance with the provisions of Section 152 of the Act Ms. VinitaGupta (DIN: 00058631) Chief Executive Officer of the Company retires by rotation at theensuing Annual General Meeting (AGM) and is eligible for re-appointment.
Ms. Vinita Gupta is a pharmacy graduate from the University of Mumbaiand an MBA from the Kellogg School of Management at Northwestern University. She has beeninstrumental in formulating and executing the strategy that helped the Company to emergeas a global pharmaceutical powerhouse. Ms. Gupta has led the Company's global expansionthrough a combination of organic growth and strategic acquisitions. She is also a memberof the Global Advisory Board at the Kellogg School of Management. Ms. Gupta has beenconferred with various coveted global awards in recognition of her contribution to pharmabusiness and was named amongst 20 most Influential women in healthcare by BW HealthcareWorld in India for 2022.
Mr. Robert Funsten (DIN: 08950420) Independent Director retired onMay 9 2021 on completion of his term as Independent Director of the Company. The Boardsincerely appreciates and places on record its gratitude for the valuable contributions ofMr. Funsten during his association with the Company
In compliance with the provisions of Section 149(7) of the Act andRegulation 25(8) of the Listing Regulations all Independent Directors have furnisheddeclarations that they meet the criteria of independence as provided in Section 149(6) ofthe Act and Regulation 16(1)(b) of the Listing Regulations and that there has been nochange in the circumstances affecting their status as Independent Directors of theCompany.
During the year ten Board meetings were held on April 9 2021 May 122021 June 1 2021 July 8 2021 August 10 2021 September 15 2021 October 27 2021January 17 2022 February 3 2022 and March 17 2022 details of which are given in theCorporate Governance Report which forms part of the Integrated Report.
An annual performance evaluation of the Board its Committees and ofindividual directors was carried out by the Board in terms of provisions of Section134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules 2014. In compliancewith Regulation 17(10) of the Listing Regulations the Board carried out performanceevaluation of independent directors without the participation of the director beingevaluated. In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and Chairman of the Company was evaluated. Governancecontrol and guidance are the key roles directors play. Performance of directors wasevaluated based on monitoring corporate governance practices and introducinginternationally accepted best practices to address business challenges and risks.Weightage was given to active involvement in long-term strategic planning includingparticipation in Board and Committee meetings. Among other matters the evaluation processfocused on board dynamics softer aspects effectiveness of Board Committees and flow ofinformation to the Board and its Committees. Board performance was evaluated after seekinginputs from all directors on criteria such as board composition and structure andeffectiveness of board processes. Performance of Committees was evaluated after seekinginputs from Committee members as regards composition of Committees and effectiveness ofCommittee meetings. Performance of individual directors was reviewed on the basis ofcriteria viz. contribution at Board/Committee meetings leadership qualitiesqualifications responsibilities shouldered analytical skills knowledge preparedness onthe issues discussed and meaningful and constructive contributions. Parameters such asinitiative independent judgement and understanding the business environment were alsotaken into account.
The Audit Committee comprises three non-executive directors i.e. Dr.Punita Kumar-Sinha Independent Director Chairperson Dr. Kamal K. Sharma Vice Chairmanand Ms. Christine Mundkur Independent Director. Mr. R. V Satam Company Secretary actsas the Secretary of the Committee. The functions performed by the Committee particularsof meetings held and attendance thereat are mentioned in the Corporate Governance Reportwhich forms part of the Integrated Report. All recommendations made by the Audit Committeewere accepted by the Board.
Nomination and Remuneration Policy
As recommended by the Nomination and Remuneration Committee and asstipulated by Section 178(3) of the Act and Regulation 19(4) of the Listing Regulationsthe Board formulated a Nomination and Remuneration Policy. The policy covers remunerationof directors key managerial personnel and senior management and also lays down guidingprinciples philosophy and basis for recommending payment of their remuneration.
The policy includes criteria for determining qualifications positiveattributes and independence of directors. In terms of the policy the Committee evaluatesbalance of skills knowledge and experience of Independent Directors whom it recommendsto the Board for appointment. The functions of the Committee are mentioned in theCorporate Governance Report which forms part of the ; Integrated Report. In terms ofproviso to Section 178(4) of the Act the policy has been hosted on the Company's websitewww.lupin.com (web link: https:// www.lupin.com/wp-content/uploads/2022/05/nomination-and-remuneration-committee-terms-of- reference.pdf).
Related Party Transactions
No related party transaction entered into by the Company conflictedwith the interests of the Company. All transactions entered into by the Company withrelated parties during the year were in accordance with the Act and Rules made thereunderand the Listing Regulations. All such contracts and arrangements entered into by theCompany were in the ordinary course of business and on an arm's length basis. As mandatedby the Act and Listing Regulations the Audit Committee periodically reviews and approvesrelated party transactions. Material related party transactions were entered into by theCompany only with its subsidiaries. As stipulated by Section 134(3)(h) of the Act readwith Rule 8(2) of the Companies (Accounts) Rules 2014 disclosure of particulars ofcontracts/arrangements entered into by the Company with related parties are given in FormNo. AOC - 2 as Annexure 'C? to this Report. Apart from remuneration and sittingfees there is no pecuniary transaction with any director which had potential conflict ofinterest with the Company. As stipulated by Regulation 46(2)(g) of the ListingRegulations the policy on 'Related party transactions and materiality of related partytransactions' as approved by the Board is available on the Company's websitewww.lupin.com and web link for the same is https://www.lupin.com/wp-content/uploads/2022/03/ rpt-policy-03-02-2022.pdf.
The Risk Management Committee constituted by the Board is compliantwith Regulation 21 of the Listing Regulations as regards composition frequency and quorumof meetings. The Board has defined the roles responsibilities and functions of theCommittee.
The Company has a structured process of reviewing overall risk canvaswith a focus on critical 'risks that matter'. As a part of the risk management frameworkcritical risks that matter are identified and assessed for probability impact andvolatility of occurrence to set-up mitigation plans for addressing and avoiding them. Therisk management framework also defines the roles and responsibilities at various levels inthe Company. The Committee has a monitoring mechanism process in place wherein the overallrisks are evaluated and effectiveness of mitigation plans reviewed.
Terms of reference of the Committee details of meetings held andattendance thereat are mentioned in the Corporate Governance Report which forms part ofthe Integrated Report.
Particulars of loans/guarantees/ investments/securities
Pursuant to provisions of Section 134(3)(g) of the Act particulars ofloans guarantees investments and securities given under Section 186 of the Act aredisclosed in the notes to the financial statements forming part of the Integrated Report.
Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 information as regards conservation of energytechnology absorption and foreign exchange earnings and outgo is given in Annexure'D? to this Report.
Your Company firmly believes that human resources are invaluableassets. The Company has been consistently recognised as a 'Great Place to Work' in theBiotechnology & Pharmaceuticals sector. People-first approach best-in-class workenvironment and advanced learning initiatives of the Company were the key drivers behindthese achievements.
As mandated by the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has constituted an Internal ComplaintsCommittee. Employees are regularly sensitized about matters pertaining to prevention ofsexual harassment.
Employees Stock Options
In compliance with Regulation 14(B) of the SEBI (Share Based EmployeeBenefits) Regulations 2014 details of stock options as on March 31 2022 are given inAnnexure 'E? to this Report.
Vigil Mechanism/Whistleblower Policy
Your Company adheres to uncompromising integrity in conduct of itsbusiness and strictly abides by well-accepted norms of ethical lawful and moral conduct.It has zero tolerance for any form of unethical conduct or behaviour. Directors andemployees are at liberty to report unethical practices and raise their concerns to theoffice of the Ombudsperson without any fear of retaliation or retribution. The office ofthe Ombudsperson has official authority to receive respond and investigate all offenceswithin the scope of this policy. Teams of strategic business units heads/officersappointed by the Ombudsperson investigated/examined complaints and the same weresatisfactorily resolved. No personnel has been denied access to the Chairman of the auditcommittee.
In compliance with the provisions of Section 177(9) and (10) of the Actread with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of the Listing Regulations the Company has established a Vigilmechanism/Whistleblower Policy for directors and employees to report genuine concerns. Asmandated by Regulation 18(3) read with Schedule II Part C(18) of the Listing Regulationsthe Audit Committee reviews the functioning of the Vigil mechanism/ Whistleblower Policy.
During the year the Ombudsperson received 24 complaints mostly ofminor nature. The Vigil mechanism/Whistleblower Policy is placed on the Company's websitehttps://www.lupin.com/ wp-content/uploads/2022/02/Whistleblower-Policy- Website.pdf.
Particulars of Employees Remuneration
Particulars of remuneration of employees to be disclosed as stipulatedby Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in Annexure 'F? to thisReport. Statement containing the said particulars to be furnished in terms of Rules 5(2)and 5(3) of the said Rules for the year ended March 31 2022 forms part of this Report.The same shall be provided to Members upon written request pursuant to second proviso ofRule 5. In terms of provisions of Section 136(2) of the Act particulars of remunerationof employees are available for inspection by Members at the Registered office of theCompany during business hours on all working days up to the date of the ensuing AGM.
The Company continues to have unqualified audit reports.
At the 39th AGM held on Tuesday August 10 2021 Membersappointed B S R & Co. LLP Chartered Accountants (Firm Reg. No. 101248W/W-100022) asauditors of the Company for a period of five years from the conclusion of the 39thAGM till the conclusion of the 44th AGM.
Pursuant to the provisions of Section 141 of the Act the Company hasreceived a certificate from B S R & Co. LLP certifying that their appointment is incompliance with the conditions prescribed by the said Section.
Internal audit of the Company's operations is conducted by the in-housecorporate internal audit team the strength of which is adequate to undertake audits.Audits of Carrying & Forwarding Agents and Central Warehouses of the Company in Indiaare regularly conducted by local chartered accountant firms. Services of externalauditors/specialist firms are engaged for undertaking special audit assignments. Internalaudit findings are presented to the Audit Committee.
Pursuant to the provisions of Section 148 of the Act read with theCompanies (Cost Records and Audit) Amendment Rules 2014 and as recommended by the AuditCommittee the Board of Directors at its meeting held on May 12 2021 appointed Mr. S.D. Shenoy practising cost accountant (FCMA No. 8318) as Cost Auditor to conduct costaudit for the year ended March 31 2022. Mr. Shenoy is a Cost Accountant as defined underSection 2(1)(b) of the Cost and Works Accountant Act 1959 and holds a valid certificateof practice. Mr. Shenoy has confirmed that he is free from the disqualifications specifiedin Section 141 read with Sections 139 and 148 of the Act and that his appointment meetsthe requirements prescribed in Sections 141(3)(g) and 148 of the Act. Mr. Shenoy alsoconfirmed that he was independent maintained an arm's length relationship with theCompany and that no orders or proceedings were pending against him relating to matters ofprofessional conduct before the Institute of Cost Accountants of India or any competentcourt/authority.
In compliance with Rule 14 of the Companies (Audit and Auditors) Rules2014 the Members at the 39th AGM held on August 11 2021 ratified (vide anordinary resolution) the remuneration payable to Mr. Shenoy for conducting cost auditfor the year ended March 31 2022.
The Company has maintained cost records as specified by the CentralGovernment under Section 148(1) of the Act.
In accordance with Section 148(6) of the Act read with Rule 6(6) of theCompanies (Cost Records and Audit) Rules 2014 cost audit report in Form No. CRA-4 (inXBRL mode) for the year ended March 31 2021 was filed with the Ministry of CorporateAffairs within the prescribed time.
In compliance with Section 204 of the Act read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of the Listing Regulations the Board of Directors at its meeting held onMay 12 2021 appointed Ms. Neena Bhatia practising company secretary (FCS No. 9492 CP.No. 2661) to undertake Secretarial Audit of the Company for the year ended March 312022. Secretarial Audit Report in the prescribed Form No. MR-3 is enclosed as Annexures'G? and 'G-1? to this Report. The Company continues to have an unqualifiedReport.
Annual Secretarial Compliance Report
In compliance with Regulation 24A(2) of the Listing Regulations theBoard of Directors at its meeting held on May 12 2021 appointed Ms. Neena Bhatiapractising company secretary (FCS No. 9492 CP. No. 2661) for issuing Annual SecretarialCompliance Report for the year ended March 31 2022.
The Report presented at the Board Meeting held on May 18 2022confirmed that the Company has maintained proper records as stipulated under various Rulesand Regulations and that no action has been taken against the Company or its materialsubsidiaries or promoters/directors by SEBI/BSE/ NSE. The Company disseminated the Reporton the websites of BSE and NSE within the prescribed time.
Compliance with Secretarial Standards
The Company complies with Secretarial Standards on Board Meetings(SS-1) and General Meetings (SS-2) (including amendments thereto) issued by the Instituteof Company Secretaries of India.
Pursuant to provisions of Sections 92(3) and 134(3)(a) of the Act theAnnual Return of the Company for the year ended March 31 2022 has been hosted on theCompany's website www.lupin.com and web link for the same ishttps^www.lupin.com/investors/ reports-filings/.
Your directors sincerely appreciate all employees of the Company fortheir contribution commitment dedication and hard work. The Board also expresses itsdeep gratitude and looks forward to the continued support of the Central/Stategovernments local bodies/associations banks financial institutions stakeholdersbusiness associates medical professionals and analysts.
|For and on behalf of the Board of Directors |
|Manju D. Gupta |
|(DIN: 00209461) |
|Mumbai May 18 2022 |