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Cipla
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Directors Report Year End : Mar '14    « Mar 13
Dear Shareholders,
 
 I would like to take this opportunity to reiterate some fundamental
 values of your Company. For Cipla, ensuring access to medicines at
 affordable prices is essential. Most leading countries have realised
 that despite government support, medicines are becoming increasingly
 more expensive and therefore difficult to buy. This present trend
 offers an opportunity for a pharmaceutical company like Cipla. At the
 same time it places a great responsibility on us to supply reliable,
 good quality medicines on a long-term sustainable basis. We need to
 demonstrate clearly our willingness to promote affordable medicines so
 that no one should be denied medication. Companies like ours, must
 promote efficient and well-run businesses but at the same time have a
 humanitarian approach to healthcare. We are one of the few industries
 directly involved in prolonging and saving lives.
 
 We have always believed that free competition is the only way to ensure
 fair prices and better availability of drugs. Over the years, Cipla has
 overcome innumerable hurdles in many areas and we will continue to
 navigate the path ahead as best possible. We strongly believe that
 there should be no monopolies in healthcare; and in that context, India
 should adopt a pragmatic Intellectual Property Rights (IPR) policy
 including in-licensing within the present framework of our
 international obligations.
 
 Many countries such as Brazil,Thailand, Indonesia and Malaysia have
 already introduced compulsory licensing provisions.  The Republic of
 South Africa is seriously reconsidering their position on IPR in order
 to promote affordable healthcare.  India must also examine the monopoly
 position of drugs and build safeguards to ensure that this does not
 happen.  India has always stood for the promotion of knowledge and
 consideration for the greater good. Both our nation and our Company
 have deep-rooted foundations based on human values. We sincerely
 believe that Cipla has the opportunity to show this to the world.
 
 Dr.Y.K.Hamied
 
 The Directors take pleasure in presenting the Seventy-Eighth Annual
 Report of the Company along with the Audited Accounts for the financial
 year ended 31st March 2014.
 
 Financial Summary
 
                                                  Rs. in crore
 
 Year ended                                            Year ended
 31st March 2013                                     31st March 2014
 
 Standalone    Consolidated                      Standalone  Consolidated
 
 8524            8610        Gross total 
                             revenue               9760         10483
 
 2012            2095        Profit before tax     1818          1880
 
 1507            1545        Profit for the year   1389          1389
 
 3110            3154        Surplus brought 
                             forward from last 
                             balance sheet         4269          4351
 
 4617            4699        Profit available
                             for appropriation     5658          5740
 
                             Appropriations:
 
  161             161        Dividend               161           161
 
   27              27        Tax on dividend         27            27
 
  160             160        Transfer to general
                             reserve                140           140
 
 4269            4351        Surplus carried 
                             forward               5330          5412
 
 DIVIDEND
 
 The Directors recommend a dividend of Rs.2 per share on 80,29,21,357
 equity shares of Rs.2 each for the year 2013-14 amounting to
 Rs.160,58,42,714.
 
 MANAGEMENT DISCUSSION AND ANALYSIS: 2013-14 Global Business Review
 
 With a footprint across five continents, Cipla is moving fast towards
 its goal of making affordable healthcare available to all.
 
 The Company''s revenue from operations on a consolidated basis during
 the financial year 2013-14 amounted to Rs.10,218 crore against Rs.8,388
 crore in the previous year, recording a growth of 21.8%. The income
 from operations for domestic business increased by 14.7%, from Rs.3,569
 crore in the previous financial year to Rs.4,094 crore in the financial
 year under review. Total exports increased by 25.0% during the year to
 Rs.5,659 crore.
 
 During the year under review, operating margin reduced by 5.4%. This
 was primarily due to the change in product mix, higher investments in
 R&D and talent acquisition. Asa result, profit for the year reduced by
 10.1% toRs. 1,389 crore from Rs.1,545 crore in the previous financial year.
 
 India Ratings and Research Private Limited, a Fitch Group Company,
 assigned a Long-Term Issuer Rating of ''IND AAA'' with a stable outlook
 to the Company. The rating is the highest assigned in Fitch''s rating
 scale and indicates the highest degree of safety regarding timely
 servicing of financial obligations and lowest credit risk.
 
 Global Roundup
 
 1.  Robust revenue from operations growth (22% vs. previous year);
 crossed Rs.10,000 crore mark
 
 2.  Strong operating cash flow of more than 60% of operating profit for
 the year
 
 3.  More than 1,000 global filings
 
 4.  Completed three acquisitions
 
 5.  New organisation structure in place
 
 6.  Increase in efficiency and productivity levels in R&D and
 manufacturing India
 
 As India''s second largest pharmaceutical company, Cipla is in a strong
 position to fulfil its commitment to provide modern medicine to
 everyone in the country. This year, despite the challenges, Cipla''s
 domestic branded generics business revenues grew 15.5% versus industry
 growth of 9%. The generics business also performed well.
 
 Over the last six months the market share for Cipla''s branded generics
 grew 5.3%, rising steadily from the previously recorded 4.7%. Cipla
 continues to maintain its leadership in respiratory, paediatric and
 urology therapies.  Legacy brands continue to perform well. The
 progressive product portfolio grew 23%, while the share of new product
 launches increased from 1.5% in Q1, 2012-13 to 3.5% in Q4, 2013-14.
 India business contributed 39.4% to overall revenues.
 
 Cipla successfully launched Etacept, the Company''s first biosimilar for
 the treatment of rheumatoid arthritis. As part of an in-licensing
 transaction, Cipla entered into a strategic alliance to market MSD''s
 HIV drug, raltegravir, in India.  Raltegravir is an important part of
 the third-line salvage regimen for HIV patients. It should be available
 to patients from mid-2015.
 
 In the coming years, the domestic business will continue to focus on
 these themes:
 
 - Growth ahead of market growth
 
 - Strengthen our leadership in therapy and geography by empowering our
 people
 
 - Increase sales force productivity with the rollout of Customer
 Relationship Management (CRM) and Sales Force Automation (SFA) systems.
 
 South Africa
 
 The Company completed the acquisition of 100% of the share capital of
 Cipla Medpro in South Africa at ZAR 10 per share amounting to a total
 investment of Rs.2,757 crore. This investment is aimed at further
 strengthening the Company''s commitment to the African continent, and is
 aligned with the strategy of ascending the value chain by managing a
 front- end sales force in a market outside India. The acquisition
 enables Cipla to strengthen Medpro''s position in the South African
 pharmaceutical market, support the optimisation of Medpro''s
 manufacturing capability and drive Medpro''s expansion into other
 African markets.
 
 As one of the largest pharmaceutical companies in South Africa, Cipla
 Medpro has a market share of more than 5%.  South Africa now
 contributes 13.2% to overall Cipla revenues on a consolidated basis.
 The Company has grown at 12% in the private market over the last three
 years. The Cipla brand inspires trust and has become a household name
 among consumers, pharmacies, prescribers and key opinion leaders.
 
 The Company''s revolutionary three-in-one antiretroviral treatment has
 helped Cipla entrench itself at the forefront of the fight against
 HIV/AIDS in South Africa. Its manufacturing facility at Durban provides
 the Company a competitive edge and is the first Pharmaceutical
 Inspection Convention (PIC) compliant facility in the country.
 
 Capitalising on its defined future portfolio, key development and
 in-licensing projects, and streamlined global organisational structure,
 Cipla will leverage synergies from its international family. Plans are
 on track and the integration across manufacturing supply chain, finance
 and human resources is complete. The Company has leveraged its skill
 and scale to drive down costs in areas such as procurement.
 
 Europe
 
 Cipla is making innovative, affordable medication accessible in over 30
 countries across Europe. The European business contributed 5.7% to the
 overall revenues and recorded 40.9% growth for the year. As part of its
 European growth strategy, Cipla acquired Celeris, a pharmaceutical
 distribution company based in Croatia.
 
 Cipla is focused on adding innovative elements to products, services
 and information through research and partnerships.
 
 North America
 
 In 2013-14 the Company''s active pipeline has expanded from 36 to more
 than 50 products including several key respiratory products and other
 complex generics. Cipla has 16 filings in North America this year and
 received 13 approvals.
 
 Cipla intends to bring its intellectual capacity and range of product
 technologies directly to the US market both under the Cipla label and
 those of its partner organisations. North America business contributed
 6.8% to overall revenues and recorded 18.2% growth for the year,
 excluding a one-off impact in FY 2012-13.
 
 International (rest of the world)
 
 With a diverse range of more than 1,000 products and 180 global
 partners across 120 countries, Cipla has a presence in Africa, the
 Middle East, Latin America, Asia Pacific, China, and Russia.
 International contributes 24.5% of global organisation revenues and
 grew 30.3% over last year. Cipla''s products are currently helping more
 than 1.7 million HIV patients, 55 million malaria patients, and 0.3
 million patients in the area of reproductive and women''s health.
 
 This year saw us increase our shareholding in Quality Chemical
 Industries Limited (QCIL), Uganda to 51%. The Company also strengthened
 its pan-African network of partners.
 
 Strategic Business Units Core Areas of Competence
 
 Restructuring the Company''s core business areas into Strategic Business
 Units presents an opportunity to streamline and innovate across Cipla''s
 global operations
 
 Active Pharmaceutical Ingredients (API)
 
 As the company that showed the way in manufacturing active
 pharmaceutical ingredients (APIs) in India, Cipla has expanded its
 portfolio to more than 200 products. Cipla''s state-of-the-art API
 plants meet stringent quality and current good manufacturing practices
 (cGMP) requirements and environment and safety standards. All of them
 are approved by various international regulatory agencies including US
 Food and Drug Administration (USFDA).
 
 With the capacity to manufacture nearly 1,000 metric tonnes of APIs
 annually, the plants are geared to meet the diverse needs of both
 Indian and international customers.  _
 
 A significant portion of the APIs manufactured by Cipla are consumed
 internally. The third-party API business contributed 7.5% to the
 overall revenue and recorded 29% growth for the year.
 
 Cipla has key strategic alliances in place with big pharmaceutical
 companies to support the development of new entities as an additional
 focus area. It has a robust portfolio process to create a pipeline of
 complex products.
 
 The gastroenterology and antiretroviral segments continue to be major
 contributors to the business. By building deeper engagements, Cipla
 will develop and strengthen its key relationship with existing and new
 partners.
 
 Respiratory
 
 Cipla has delivered treatments for chronic obstructive airway diseases
 through innovative delivery mechanisms for over 30 years. This has
 resulted in the Company''s ability to meet diverse needs of various
 patient types all over the world. Cipla has further strengthened its
 capabilities in development and commercialisation and now has a
 dedicated team of world- class specialists focused on driving
 Respiratory care.
 
 The Company offers more than 65 different inhaled products and has the
 world''s largest range of inhaled medications and devices. Across
 markets, Cipla offers a selection of metered dose inhalers (pMDIs) with
 dose indicators, innovative dry powder inhalers, nasal sprays,
 nebulisers, non-electrostatic spacers, and infant and baby masks.
 Today, the Company is one of the largest producers of pMDIs in the
 world.
 
 Ensuring access and affordability is key to our mission, and over the
 years we have developed and implemented an operating model in several
 markets. This focuses on patient awareness and education, physician
 training, patient clinics, and counselling.
 
 Global Access
 
 Since its inception, Cipla''s ethos has been firmly rooted in the None
 shall be denied philosophy. The Company strongly believes that access
 to high quality, affordable medicines is a basic human right, and not
 just a privilege for a few.
 
 Cipla Global Access (C-GA) concentrates on four key therapy areas: HIV/
 AIDS, Malaria, Multi Drug-Resistant Tuberculosis, and Reproductive
 Health. In FY 2013-14, Cipla''s medicines in these therapies touched
 nearly 58 million lives.  The Company aims to reach out to 80 million
 patients in these four therapies by 2020. Cipla has developed and
 fostered robust relationships with all the major global organisations
 and funding agencies that work toward this common cause.  Additionally,
 Cipla has partnered with several global scientific research
 organisations to develop innovative, effective and affordable
 formulations for these four therapy areas.
 
 Cipla is among the leading manufacturers of ARV drugs in the world. In
 2001, we were the first pharmaceutical company to supply ARVs to
 countries with a high HIV burden at less than a dollar a day. In
 financial year 2013-14 alone, Cipla covered around 1.7 million HIV
 patients in 32 countries across the globe. Currently, we have 22 ARVs
 in our portfolio and about a dozen more in the development pipeline.
 
 Cipla is one of the largest suppliers of antimalarial drugs in the
 world. We supplied nearly 55 million malaria treatments across all
 malaria endemic countries in FY 2013-14. Cipla has managed to quickly
 identify, develop, manufacture and supply low cost and state-of-the-art
 artemisinin-based combination therapy (ACTs) drugs in order to meet the
 challenge of drug-resistant malaria. All the ACTs supplied by Cipla are
 approved by WHO, and we are currently developing more antimalarials
 coupled with novel drug delivery systems.
 
 The Company also has a strong second line TB (SLTB) portfolio, and is
 expanding its product portfolio for HIV/MDRTB co-infected patients. In
 FY 2013-14, Cipla''s SLTB drugs catered to a moderate patient base
 globally, and this base is likely to increase significantly with the
 arrival of new diagnostic methods. Future development in the TB therapy
 area will be focused on newer molecules which can significantly reduce
 treatment timelines. Cipla''s initiative also provides medication to 0.3
 million patients in the area of reproductive and women''s health. Cipla
 has aligned its strategy with international development initiatives to
 provide safe and effective contraceptive drugs for 120 million more
 women by 2020. Cipla also makes medications for infections such as
 hepatitis and schistosomiasis which pose major health threats in the
 Least Developed Countries (LDC).
 
 Cipla New Ventures (CNV) Incubators of Growth
 
 This year Cipla launched its business-incubating unit, Cipla New
 Ventures (CNV). The division is aimed at bringing to Cipla a long-term
 direction for research and innovation in future therapies. Through
 Cipla New Ventures, the Company has started to build more
 innovation-led business streams with investments in biologicals,
 regenerative medicine, and consumer health. As an example, the Company
 recently invested in Chase Pharmaceuticals, an early stage drug
 development company in the US, focused on creating novel approaches to
 improve treatments for Alzheimer''s.
 
 Integrated Product Development (IPD) Investing in Knowledge
 
 Cipla''s IPD organisation includes formulations and API R&D, clinical,
 analytical, and regulatory functions.
 
 Cipla''s R&D expense increased from 5.1% of total revenue in FY2012-13
 to 5.4%in FY2013-14.TheCompany has undertaken a major expansion of its
 R&D Centre with new buildings and facilities at Vikhroli, Mumbai.
 
 Overall Cipla made significant progress across these priority areas:
 
 - Development and regulatory approval processes were on track.
 Currently, there are over 200 development projects underway indicating
 a robust pipeline. In FY 2013-14, we had over 90 filings for
 formulations in Europe and North America and over 1,000 filings in
 other international markets. We also received more than 50 approvals in
 Europe and North America and more than 800 approvals in other
 international markets.
 
 - Cipla has increased efficiency across all teams resulting in reduced
 timelines, development costs and more timely regulatory approvals.
 Process improvements in R&D, analytics, regulatory, procurement and the
 new project management division have helped improve turnaround time and
 throughput levels.
 
 - Cipla has filed several formulation patent applications and is
 working on developing nanotechnology-based oral systems,
 microsphere-based and suspension-based depot injections, and sprinkle
 technology.
 
 - To help identify and define our portfolio priorities a portfolio
 screening process was established to evaluate high potential
 opportunities, evaluate product rationalisation opportunities and
 assess high return innovations, and in-licensing opportunities. Cipla''s
 Innovation Board, which was established with the intent of evaluating
 new and innovative opportunities has now completed a full year of
 operation.
 
 Manufacturing
 
 Taking it to the next level
 
 Cipla''s productivity improved significantly in the past year. The
 manufacturing division delivered 25% more by volume as compared to FY
 2012-13, while keeping costs at levels similar to last year.
 
 In order to build a strong foundation for growth, Cipla launched
 Jaagruti, a programme for transformation across various functions. This
 programme is aimed at reducing business complexity and strengthening
 operations. Under this initiative the manufacturing division freed up
 valuable resources using strategies of network optimisation, energy
 efficiency, better management of human resources, and a review of
 capital and operational expenses.
 
 This also involved conducting sustainability reviews for Cipla''s Goa
 and Kurkumbh operations with recommendations
 
 being made in areas that could be improved. Jaagruti initiatives have
 also been extended to Cipla''s subsidiary locations in Satara, Kundaim
 and Sikkim.
 
 Cipla''s operations in Cipla Medpro, South Africa and in Cipla QCIL,
 Uganda were also aligned with practices in India for greater uniformity
 across the Company''s global operations.
 
 During the year under review, the Company has set up additional
 capacity for Active Pharmaceutical Ingredients (APIs) at Patalganga and
 Kurkumbh in Maharashtra. In particular, at Kurkumbh, Cipla has recently
 increased API capacity for antiretrovirals (ARVs). Besides the new
 facilities, all the existing facilities are upgraded regularly to meet
 current cGMP, safety and environmental standards. The Company has also
 scaled up its anti-cancer formulations facility at Goa.
 
 Regulatory approvals: Several dosage forms and APIs manufactured at the
 Company''s facilities continue to enjoy the approval of major
 international regulatory agencies. These agencies include the US FDA,
 MHRA (UK), PIC (Germany), MCC (South Africa), TGA (Australia), the
 Department of Health (Canada), ANVISA (Brazil), SIDC (Slovak Republic),
 the Ministry of Health (Kingdom of Saudi Arabia), the Danish Medical
 Agency, and the WHO.
 
 Threats, Risks, Concerns
 
 The pharmaceutical industry is subject to constant scrutiny by
 regulatory authorities, both Indian and international. The Company
 continues to be vigilant in maintaining the highest quality standards.
 
 The implementation of the new pricing regulations has impacted Cipla''s
 domestic business and the Company continues to take all measures to
 mitigate its effect.
 
 With the recent change of the Central Government, the Indian
 pharmaceutical industry is eagerly awaiting new forward- looking
 policies which will encourage growth.
 
 Cipla has some pending legal cases related to alleged overcharging in
 respect of certain drugs under the Drugs (Prices Control) Order, 1995.
 The aggregate amount of the demand notices received is about ^1,768.51
 crore (inclusive of interest). The Company has been legally advised
 that based on several High Court decisions and considering the totality
 of facts and circumstances, these demand notices may not be
 enforceable. However, any unfavourable outcome in these proceedings
 could have an adverse impact on the Company.
 
 Health, Safety & Environment (HSE)
 
 HSE measures remain an utmost priority for Cipla. During the year under
 review, no major hazardous accident at the workplace was recorded. HSE
 benchmarking at Cipla is achieved by strict adherence to national and
 international standards.
 
 Cipla''s manufacturing facilities including Goa, Bengaluru, Baddi,
 Indore, Kurkumbh, Patalganga and Sikkim, are certified for ISO 14001
 and OHSAS 18001 standards. The Company continues to upgrade HSE
 standards at all locations.  Specialised safety training programmes
 such as process safety, road safety, and behavioural safety are
 regularly imparted to increase safety awareness at all working levels.
 Safety Week, Fire Service Day and Electrical Safety Day are celebrated
 at the manufacturing units to create awareness among employees.
 Learning visits across different industrial sectors are conducted with
 a view to strengthen the HSE knowledge base and implement best HSE
 practices.
 
 Villagers and school children living around the Company''s units across
 India also participate in such programmes.  A well-equipped ambulance
 service is also made available to nearby villages in emergency
 situations. Medical camps covering various aspects like polio, asthma,
 blood donation, and dental are conducted in the surrounding villages.
 World Environment Day and Earth Day are celebrated by conducting a
 green drive programme of mass tree-plantation. The Company continues to
 maintain modern, well-equipped effluent treatment plant and effluent
 testing systems at its manufacturing facilities. Treated water from
 these zero-discharge facilities is recycled for utility purpose.
 
 Internal Control Systems
 
 The Company''s internal control procedures ensure compliance with
 various policies, practices and statutes in keeping with the
 organisation''s pace of growth and increasing complexity of operations.
 Cipla''s internal audit team carries out extensive audits throughout the
 year across all functional areas, and submits its reports to the Audit
 Committee of the Board of Directors.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Cipla''s Corporate Responsibility policy is aligned to the nine
 principles of the National Voluntary Guidelines on Social, Economic and
 Environmental Responsibilities, a global ISO 26000 accredited standard,
 endorsed by the Government of India.
 
 The Company''s Corporate Responsibility policy seeks to ensure
 compliance with ethical standards in business practices, research and
 development, and marketing; addressing the challenges of improved
 access to medicines and their affordability; minimising environmental
 impacts and waste; and helping underprivileged communities to become
 resilient and self-reliant.
 
 Initiatives executed in 2013-14 were grouped into five central themes
 of education, public health, occupational health and safety,
 environmental compliance, and employee welfare. The Company has an
 on-going drive to increase sustainability practices in energy, water
 conservation and waste minimisation across all its ISO 14001 certified
 plants. It supports health, welfare and educational activities in the
 communities around its facilities.
 
 In the reporting period, Cipla donated medicines as a part of the
 relief work following the floods and landslides that hit Uttarakhand in
 northern India in June 2013.
 
 In the last one year, Cipla offered grants to 23 NGOs, mainly engaged
 in education and health. The foundation helped with the construction of
 an English-medium school to provide education to more than 400 children
 of marginalised and vulnerable communities including those living with
 HIV/AIDS. Cipla extended financial support to underprivileged patients
 including children with thalassaemia needing bone marrow transplants.
 Cipla employees are encouraged to contribute to society through a
 volunteering programme. Last year employees helped to rebuild a school
 and distribute solar lanterns to households in the village of Papra in
 Uttarakhand.
 
 The Cipla Palliative Care and Training Centre in Pune has been offering
 free palliative care since 1997 and has provided care to more than
 8,500 patients.
 
 Cipla was recognised at the Global CSR Excellence & Leadership Awards
 2014 in the category of ''Organisations with Best Corporate Social
 Responsibility Practices''.
 
 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 -
 www.cipla.com. 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.
 
 CORPORATE MATTERS 
 
 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 2014 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;
 
 iv.  prepared the annual accounts on a going concern basis.
 
 Particulars of employees
 
 Particulars of employees required to be furnished under section 217(2A)
 of the Companies Act, 1956, read with the Companies (Particulars of
 Employees) Rules, 1975 as amended, form part of this report. Any
 shareholder interested in obtaining a copy may write to the Company
 Secretary at the Registered Office of the Company.
 
 Change of Registered Office
 
 The Registered Office of the Company was shifted from Mumbai Central,
 Mumbai-400 008 to Cipla House, Peninsula Business Park, Ganpatrao Kadam
 Marg, Lower Parel, Mumbai-400 013, effective 1n April 2014
 
 Subsidiary Companies
 
 The Company had 49 subsidiaries/step-down subsidiaries as on 31st March
 2014. 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.
 
 Energy Conservation; R&D and Technology Absorption, Adaptation &
 Innovation; and Foreign Exchange Earnings & Outgo
 
 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.
 
 Disclosure under The Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013
 
 The Company has in place a Policy on Prevention, Prohibition and
 Redressal of Sexual Harassment at workplace in line with the
 requirements of The Sexual Harrasment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013. An Internal
 Complaints Committee (ICC) has been set up to redress complaints
 received regarding sexual harassment. The policy has set guidelines on
 the redressal and enquiry process that is to be followed by
 complainants and the ICC, whilst dealing with issues related to sexual
 harassment at the work place towards any women employees.  All women
 employees (permanent, temporary, contractual and trainees) are covered
 under this policy. All employees are treated with dignity with a view
 to maintain a work environment free of sexual harassment whether
 physical, verbal or psychological.
 
 The following is a summary of sexual harassment issues raised, attended
 and dispensed during the year 2013-14:
 
 - No. of complaints received: 4
 
 - No. of complaints disposed off: 4
 
 - No. of cases pending for more than 90 days: Nil
 
 - No. of workshops or awareness programme against sexual harassment
 carried out: 4
 
 - Nature of action taken by the employer or District Officer: Out of 4
 cases, one respondent was suspended, second was warned, third has
 resigned and the fourth was a contract employee who has also resigned.
 
 Employee Stock Option Scheme
 
 As required under the Securities and Exchange Board of India (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999, the applicable disclosures as on 31st March 2014 are annexed to
 this report.
 
 Directors
 
 In March 2014, Mr. M.K. Hamied decided to move from an Executive
 position to the role of Non-Executive Vice-Chairman.  He has
 contributed immensely to the company over the last 30 years and he will
 continue to contribute and support the Company.
 
 Mr. Rajesh Garg was appointed as an Additional Director with effect
 from 1st April 2014 and holds office up to the date of the ensuing
 Annual General Meeting. He was appointed as Whole-time Director
 designated as Executive Director and Global Chief Financial Officer
 for a period of five years with effect from 1st April 2014 subject to
 the approval of the shareholders at the ensuing Annual General Meeting.
 
 Dr. Peter Mugyenyi and Mr. Adil Zainulbhai were appointed as Additional
 Directors with effect from 12th February 2014 and 23rd July 2014
 respectively. They hold office up to the date of the ensuing Annual
 General Meeting.
 
 Dr. Ranjan Pai resigned from the Board of Directors effective 30th
 August 2013, due to his increasing business commitments. Mr. M.R.
 Raghavan resigned from the Board of Directors effective 23rd July 2014,
 due to increase in workload owing to various initiatives on the social
 front that he has been associated with. The Directors place on record
 their appreciation of their contributions as members of the Board.
 
 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,
 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 2014. The due date for
 filing the Cost Audit Report for the year ended 31st March 2014 is 27th
 September 2014
 
 The due date for filing Cost Audit Report for the year ended 31st March
 2013 was 27th September 2013 and the same was filed on 27th September
 2013.
 
 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.
 
                                       On behalf of the Board,
 
                                                  Y.K. Hamied 
 23rd July 2014                                      Chairman
 
 
 
 
 
Source : Dion Global Solutions Limited
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