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
31st March 2014
9836 10556 Gross total revenue
1818 1880 Profit before tax
1389 1389 Profit for the year
4269 4351 Surplus brought forward from last
5658 5740 Profit available for appropriation
161 161 Dividend
27 27 Tax on dividend
140 140 Transfer to general reserve
- - Adjustment of depreciation
5330 5412 Surplus carried forward
31st March 2015
Gross total revenue 10373 11620
Profit before tax 1540 1654
Profit for the year 1181 1181
Surplus brought forward from last 5330 5412
Profit available for appropriation 6511 6593
Dividend 161 161
Tax on dividend 33 33
Transfer to general reserve - -
Adjustment of depreciation 40 41
Surplus carried forward 6277 6358
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
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.
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.
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
The policy on materiality of and dealing with related party
transactions is available on the Company''s website at http://www.
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.
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.
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,
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/
A report on the performance and financial position of each of the
subsidiaries, associates and joint venture forms part of Consolidated
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
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
* Mr. Rajesh Garg - Executive Director and Global Chief Financial
* 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
The details of familiarisation programme for Independent Directors are
put up on the website at http://www.cipla.com/CiplaSite/
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.
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
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
on behalf of the Board
Y. K. Hamied
9th July 2015