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.
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
CORPORATE SOCIAL RESPONSIBILITY
''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
http://www.cipla.com/Home/About-Us/Caring- 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.
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
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.
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.
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
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.
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
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,
15th July 2013 Chairman