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Cipla Directors Report, Cipla Reports by Directors
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Cipla

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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors take pleasure in presenting the Seventy-Ninth Annual
 Report of the Company along with the audited financial statements for
 the financial year ended 31st March 2015.
 
 Financial Summary                                       Rs.  in crore
 
 Year ended
 31st March 2014
 
 Standalone    Consolidated
 
 9836              10556             Gross total revenue
 
 1818               1880             Profit before tax
 
 1389               1389             Profit for the year
 
 4269               4351             Surplus brought forward from last
                                     balance sheet
 
 5658               5740             Profit available for appropriation
                                     Appropriations:
 
  161                161             Dividend
 
   27                 27             Tax on dividend
 
  140                140             Transfer to general reserve
 
    -                  -             Adjustment of depreciation
 
 5330               5412             Surplus carried forward
 
                                                 Year ended
                                                31st March 2015
 
                                             Standalone   Consolidated
 
 Gross total revenue                             10373          11620
 
 Profit before tax                                1540           1654
 
 Profit for the year                              1181           1181
 
 Surplus brought forward from last                5330           5412
 balance sheet
 
 Profit available for appropriation               6511           6593
 Appropriations:
 
 Dividend                                          161            161
 
 Tax on dividend                                    33             33
 
 Transfer to general reserve                         -              -
 
 Adjustment of depreciation                         40             41
 
 Surplus carried forward                          6277           6358
 
 DIVIDEND
 
 The Directors recommend a dividend of Rs. 2 per equity share (100%) for
 the year 2014-15. The dividend, if sanctioned at the Annual General
 Meeting, will be paid to those members whose names appear in the
 Company''s Register of Members on Wednesday, 12th August 2015. In
 respect of shares held in dematerialised form, the dividend will be
 payable on the basis of beneficial ownership as per details furnished
 by National Securities Depository Limited and Central Depository
 Services (India) Limited.
 
 Particulars of loans, guarantees or investments
 
 Particulars of loans, guarantees and investments under Section 186 of
 the Companies Act, 2013 are provided in Notes 39 and 13 to the
 financial statements.
 
 Extract of Annual Return
 
 Extract of Annual Return in the prescribed format under the Companies
 Act, 2013 forms part of this Report as Annexure V.
 
 Secretarial Audit Report
 
 The Board had appointed M/s. BNP & Associates as the secretarial
 auditor for the financial year 2014-15. The secretarial audit report
 for the financial year ended 31st March 2015 is annexed to this report
 as Annexure VI. The report does not contain any qualification,
 reservation or adverse remark.
 
 Vigil Mechanism
 
 The Company believes in upholding professional integrity and ethical
 behavior in the conduct of its business. To uphold and promote these
 standards, the Company has formulated a Vigil Policy which serves as a
 mechanism for its directors and employees to report genuine concerns
 about unethical behavior, actual or suspected fraud or violation of the
 Code of Conduct without fear of reprisal. The details of Vigil Policy
 is available on the Company''s website at http://www.
 cipla.com/CiplaSite/Media/PDF/ code_of_conduct/Vigil_Policy.pdf.
 
 Contract and Arrangements with Related Parties
 
 All contracts / arrangements / transactions entered by the Company with
 related parties during the financial year 2014-15 were in the ordinary
 course of business and on an arm''s length basis. No material related
 party transactions were entered into by the Company during the year
 under review.
 
 The policy on materiality of and dealing with related party
 transactions is available on the Company''s website at http://www.
 cipla.com/CiplaSite/Media/PDF/ Policy/Policy_on_Related_Party_
 Transactions.pdf.
 
 Internal Financial Controls
 
 The Company has in place adequate policies and procedures for ensuring
 the orderly and efficient conduct of its business, including adherence
 to the Company''s policies, the safeguarding of its assets, the
 prevention and detection of frauds and errors, the accuracy and
 completeness of the accounting records, and the timely preparation of
 reliable financial disclosures.
 
 Risk Management
 
 As required under Clause 49 of the Listing Agreement, the Company has
 constituted a Risk Management Committee comprising of executive
 directors under the Chairmanship of Mr. Subhanu Saxena.
 
 There are no risks which in the opinion of the Board threaten the
 existence of your Company.  However, some of the risks which may pose
 challenges are set out in the Management Discussion and Analysis which
 forms part of this Report.
 
 Deposits
 
 During the financial year 2014-15, your Company has not accepted any
 deposit within the meaning of Sections 73 and 74 of the Companies Act,
 2013 read together with the Companies (Acceptance of Deposits) Rules,
 2014.
 
 Board Evaluation
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of its own performance, the directors individually and that
 of its Committees. The manner in which the evaluation has been carried
 out is stated in the Corporate Governance Report.
 
 Subsidiaries, Associates and Joint Ventures
 
 The Company had 62 subsidiaries/ step-down subsidiaries, Associates and
 Joint Ventures as on 31st March 2015. The consolidated financial
 statements presented in this annual report include financial results of
 the subsidiary companies.
 
  The names of companies which have become or ceased to be Company''s
 subsidiaries or associates or joint ventures during the year under
 review is attached as Annexure VII.
 
 The policy for determining material subsidiaries is put up on the
 website at http://www.cipla.com/CiplaSite/
 Media/PDF/Policy/Policy_on_Material_ Subsidiary.pdf.
 
 A report on the performance and financial position of each of the
 subsidiaries, associates and joint venture forms part of Consolidated
 Financial Statement.
 
 The financial statement of the Company including consolidated financial
 statements, financial statements of subsidiary companies are available
 on Company''s website www.cipla.com. These documents will also be
 available for inspection by any member at the Registered Office of the
 Company during business hours. The copy of the said financial
 statements will be made available to any member of the Company seeking
 such information.
 
 Directors and Key Managerial Personnel
 
 Mr. Pankaj Patel resigned from the Board of Directors effective 3rd
 September 2014 due to his increasing professional commitments. Dr. H.
 R. Manchanda resigned from the Board of Directors effective 13th
 November 2014 due to his advancing age. Mr. V. C. Kotwal resigned from
 the Board of Directors effective 13th November 2014 due to his
 commitments. The Directors place on record their appreciation of the
 contributions made by them as members of the Board.
 
 During the year under review, the members approved the appointments of
 Mr. Ashok Sinha, Dr. Peter Mugyenyi and Mr. Adil Zainulbhai as
 Independent Directors who are not liable to retire by rotation.
 
 The members through Postal Ballot approved appointment of Ms. Punita
 Lal and Dr. Nachiket Mor appointed as Independent Directors effective
 13th November 2014 who are not liable to retire by rotation.
 
 The following officers have been designated as the Key Managerial
 Personnel of the Company pursuant to section 203(1) of the Companies
 Act, 2013 read with the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014:
 
 * Mr. Subhanu Saxena - Managing Director and Global Chief Executive
 Officer
 
 * Mr. Rajesh Garg - Executive Director and Global Chief Financial
 Officer
 
 * Mr. Mital Sanghvi - Company Secretary
 
 During the year under review, there was no change in the Key Managerial
 Personnel of your Company.
 
 Mr. Rajesh Garg demitted office as a Director, Whole-time Director and
 Chief Financial Officer with effect from close of business hours on
 12th June 2015.
 
 Ms. Samina Vaziralli has been appointed as an Additional Director with
 effect from 10th July 2015 and holds office up to the date of the
 ensuing Annual General Meeting. She has been appointed as Whole-time
 Director designated as Executive Director for a period of five years
 with effect from 10th July 2015 subject to the approval of the members
 at the ensuing Annual General Meeting.
 
 Mr. Subhanu Saxena retires by rotation and, being eligible, offer
 himself for re-appointment. A brief resume of the Directors seeking
 appointment/re-appointment is provided in the Notice.
 
 All Independent Directors of the Company have given declarations that
 they meet the criteria of independence as prescribed under Section
 149(6) of the Companies Act, 2013 and Clause 49 of the Listing
 Agreement.
 
 The details of familiarisation programme for Independent Directors are
 put up on the website at http://www.cipla.com/CiplaSite/
 Media/PDF/Policy/Familiarisation_ programme_for_Independent_
 Directors.pdf.
 
 The Nomination and Remuneration Committee have also formulated criteria
 for determining qualifications, positive attributes and independence of
 a director. The said criteria is attached as Annexure VIII.
 
 The Board of Directors approved the Remuneration Policy on the
 recommendation of the Nomination and Remuneration Committee. The
 salient aspects of Remuneration Policy have been outlined in the Report
 on Corporate Governance.
 
 Neither the Managing Director nor the Whole-time Directors received any
 remuneration or commission from any of the Company''s subsidiaries.
 
 Number of meetings of the Board
 
 During the year under review, 8 Board Meetings were held. The details
 of the Board Meetings are stated in the Report on Corporate Governance.
 
 Composition of Audit Committee
 
 The details pertaining to composition of Audit Committee are included
 in the Report on Corporate Governance.
 
 Cost Auditor
 
 Pursuant to the provisions of Section 148 of the Companies Act, 2013,
 Mr. D.H. Zaveri, a practising Cost Accountant (Fellow Membership No.
 8971) has been appointed to conduct the audit of cost records of
 pharmaceutical products for the financial year ended 31st March 2015.
 The due date for filing Cost Audit Report for the year ended 31st March
 2014 was 27th September 2014 and the same was filed on 27th September
 2014.
 
 Auditors
 
 Messrs V. Sankar Aiyar & Co.  and Messrs R.G.N. Price & Co., joint
 statutory auditors of the company, retire at the conclusion of the
 forthcoming Annual General Meeting and are eligible for re-appointment.
 
 The Auditors'' r eport does not contain any qualification, reservation or
 adverse remark.
                                                  on behalf of the Board
 
 
                                                       Y. K. Hamied
                                                         Chairman
 
                                                     9th July 2015
Source : Dion Global Solutions Limited
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