Cipla Directors Report, Cipla Reports by Directors
BSE: 500087|NSE: CIPLA|ISIN: INE059A01026|SECTOR: Pharmaceuticals
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Directors Report Year End : Mar '13    « Mar 12
The Directors take pleasure in presenting the Seventy-Seventh Annual
 Report of the Company along with the Audited Accounts for the financial
 year ended 31st March 2013.
 Financial Summary
 Year ended                                             Year ended
 31st March 2012                                        31st March 2013
       7223      Gross total revenue                            8524
       1421      Profit before tax                              2012
       1124      Profit after tax                               1507
       2298      Surplus brought forward from last 
                 balance sheet                                  3111
       3422      Profit available for appropriation             4618
        160      Dividend                                        160
         26      Tax on dividend                                  28
        125      Transfer to general reserve                     160
       3111      Surplus carried forward                        4270
                                                           Rs. in crore
 The Directors recommend a dividend of Rs.2 per share on 80,29,21,357
 equity shares of Rs.2 each for the year 2012-13 amounting to Rs.160.58
 ''Caring for Life'' is the chief purpose of doing business at Cipla.
 Corporate Social Responsibility (CSR) in the Company is, therefore,
 seamlessly integrated into its products, processes and people - the
 three key essentials for doing responsible business.
 Pursuing its commitment to make its products affordable and accessible,
 the Company, in November 2012, announced a breakthrough price reduction
 on its three generic anti-cancer drugs - Erlotinib (Erlocip), Docetaxel
 (Docetax) and Capecitabine (Capegard) - by up to 64%.  The drugs are
 used for treating lung and pancreatic cancer, breast cancer, head &
 neck cancer, gastric cancer, bladder, colorectal and colon cancers.
 Earlier in May 2012, Cipla had slashed prices by up to 76% on Sorafenib
 (Soranib), Gefitinib (Gefticip) and Temozolomide (Temoside), used in
 treating cancers of the kidney, lung and brain. Also, Cipla extends its
 commitment to product responsibility by manufacturing drugs for rare
 Further, the state-of-the-art ''Cipla Palliative Care and Training
 Centre'' in Pune is a specialised endeavour to contribute to the cause
 of cancer treatment, especially to those terminally ill cancer patients
 who suffer from unbearable pain and need palliative care. The Centre
 has been offering free palliative care to such patients for the last 16
 years. It has so far provided comfort and solace to more than 8500
 Sustainability is an important parameter of the growth journey at
 Cipla. Our sustainability initiatives, arising out of environmental
 concerns, include continuous efforts and improved practices in energy
 and water conservation and waste minimisation across the organisation.
 Caring for communities is central to our CSR strategies. Under the
 social development plan, the Company continues to support several
 community welfare, health and educational activities essentially in
 communities surrounding the Company''s factories both directly and
 through charitable foundations. Our manufacturing plants located in the
 states of Maharashtra, Goa, Karnataka, Himachal Pradesh, Madhya Pradesh
 and Sikkim have initiated a wide spectrum of human development
 activities. The community projects implemented in the vicinity of the
 plants are done in response to the identified needs of the communities
 which are shared with the Company by the local stakeholders. The
 Company has not laid any boundary towards limiting its social
 commitments and thereby remains flexible in accommodating almost all
 legitimate requests being made by the local stakeholders. CSR
 initiatives in the Company, by and large, are underpinned by five
 pillars - Education, Public Health, Occupational Health & Safety,
 Environmental Compliance and Employee Welfare.
 The Company goes beyond its immediate business areas and lends support
 to NGOs engaged in care & service management of HIV/AIDS and cancer
 anywhere in the country. The Company supports Manavaya, a Pune based
 NGO engaged in the caring and rehabilitation of abandoned children
 living with HIV/AIDS. Manavaya is supported for running a mobile health
 care unit which reaches out to the poor and disadvantaged communities
 of 10 villages in the outskirts of Pune. Snehalaya, an NGO working with
 destitute women including sex workers and their children living with
 HIV/AIDS in Ahmednagar, Maharashtra is being financially supported for
 the construction of an English medium school which will provide
 education to more than 400 children of marginalised and vulnerable
 communities including children living with HIV/AIDS.
 As mandated by the Securities and Exchange Board of India (SEBI), a
 standalone Business Responsibility Report (BRR) forms part of the
 Annual Report and is available on the Company''s website for-the-Enviroment.aspx. The
 BRR contains a detailed report on Business Responsibilities vis-a-vis
 the nine principles of the National Voluntary Guidelines on Social,
 Environmental and Economic Responsibilities of Business framed by the
 Union Ministry of Corporate Affairs. Any shareholder interested in
 obtaining a copy may write to the Company Secretary at the Registered
 Office of the Company.
 Responsibility Statement
 Pursuant to section 217(2AA) of the Companies Act, 1956 it is confirmed
 that the Directors have:
 i.  followed applicable accounting standards in the preparation of the
 annual accounts;
 ii.  selected such accounting policies and applied them consistently
 and made judgements and estimates that are reasonable and prudent so as
 to give a true and fair view of the state of affairs of the Company at
 the end of the financial year ended 31st March 2013 and of the profit
 of the Company for that period;
 iii. taken proper and sufficient care for maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956 for safeguarding the assets of the Company and for preventing
 and detecting fraud and other irregularities; and
 iv.  prepared the annual accounts on a going concern basis.
 Subsidiary Companies
 The Company had 14 subsidiaries/step-down subsidiaries at the beginning
 of the year. During the financial year ended 31st March 2013, Cipla USA
 Inc., Cipla Kenya Limited and Cipla Malaysia Sdn. Bhd. became step-down
 subsidiaries of the Company.
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, the Balance Sheets, including annexures and
 attachments thereto of the Company''s subsidiaries, are not being
 attached with the Annual Report of the Company. The annual accounts of
 the subsidiary companies and the related detailed information will be
 made available to any member of the Company seeking such information.
 These documents will also be available for inspection by any member at
 the Registered Office of the Company and that of the respective
 subsidiary companies. The consolidated financial statements presented
 in this Annual Report include financial results of the subsidiary
 companies. A statement containing information on the Company''s
 subsidiaries is included in this Annual Report.
 Corporate Governance
 The Company is committed to good corporate governance practices. The
 report on corporate governance as stipulated under Clause 49 of the
 Listing Agreement forms part of this report.
 Disclosure of Particulars
 As required by the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules, 1988, the relevant information and data
 are annexed to this report.
 Mr. Subhanu Saxena was appointed as an Additional Director with effect
 from 16th July 2013 and holds office up to the date of the ensuing
 Annual General Meeting. He was appointed as Managing Director
 designated as Managing Director and Global Chief Executive Officer
 for a period of five years with effect from 16th July 2013 subject to
 the approval of the shareholders at the ensuing Annual General Meeting.
 Consequent to the appointment of Mr. Subhanu Saxena as Managing
 Director, Mr. M.K. Hamied has been appointed as Whole-time Director
 designated as Executive Vice- Chairman for a period of two years with
 effect from 16th July 2013. As required under Schedule XIII to the
 Companies Act, 1956 an application will be made to the Central
 Government for the approval of appointment of Mr. Subhanu Saxena as
 Managing Director.
 In February 2013, Dr. Y.K. Hamied decided to step-down as Managing
 Director of Cipla. Dr. Y.K. Hamied joined Cipla at the age of 24 and
 completed 52 years of distinguished service with the Company. From
 setting up the first ever API manufacturing facility in India, to
 getting first US FDA approval in the country, Dr. Y.K. Hamied pioneered
 the growth and development of the Indian Pharmaceutical industry. He
 has influenced several policy changes that have shaped public health
 and access across the world. He has been instrumental in making
 healthcare affordable by launching generic versions of AIDS, cancer and
 other life-saving medicines. In 2001, Dr. Y.K. Hamied reduced the
 prices of ARV drugs to ''a dollar a day'', providing access to millions
 of HIV patients across the world. Dr. Y.K. Hamied will continue to
 contribute and support Cipla as the Non-Executive Chairman of the
 Mr. Ramesh Shroff, liable to retire by rotation at the ensuing Annual
 General Meeting of the Company, has expressed his intention not to seek
 re-appointment due to his advancing age. The Directors place on record
 their appreciation of Mr. Shroff''s contribution as a member of the
 Board and Chairman of Audit Committee.
 Mr. Ashok Sinha was appointed as an Additional Director with effect
 from 16th July 2013. He holds office up to the date of the ensuing
 Annual General Meeting.
 Notices have been received from some members, proposing appointment of
 Mr. Subhanu Saxena and Mr. Ashok Sinha as Directors.
 Mr. M.R. Raghavan and Mr. Pankaj Patel retire by rotation and, being
 eligible, offer themselves for re-appointment.
 A brief resume of the Directors seeking appointment/re-appointment is
 provided in the Notice.
 Cost Auditors
 Pursuant to the provisions of section 233B of the Companies Act, 1956
 and with the prior approval of the Central Government, Mr. D. H. Zaveri
 (Fellow Membership No. 8971) practising Cost Accountant, has been
 appointed to conduct the audit of cost records of pharmaceutical
 products for the financial year ended 31st March 2013. The due date for
 filing the Cost Audit Report for the year ended 31st March 2013 is 27th
 September 2013.
 In terms of the circulars issued by Ministry of Corporate Affairs, the
 due date for filing the Cost Audit Report for the year ended 31st March
 2012 with the Central Government was 28th February 2013. The Cost Audit
 Report was filed on 28th February 2013.
 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.
                                              On behalf of the Board,
                                                         Y.K. Hamied
 15th July 2013                                             Chairman
Source : Dion Global Solutions Limited
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