abbott india ltd Management discussions

TO THE MEMBERS

Your Directors have pleasure in presenting their Seventy- eighth Report and the Audited Financial Statements of the Company for the financial year 2021-22.

FINANCIAL HIGHLIGHTS

(Rs in Crores)

Particulars	For the year ended March 31, 2022	For the year ended March 31, 2021
Revenue from Operations	4,919.27	4,310.02
Other Income	77.21	80.90
Total Income	4,996.48	4,390.92
Profit Before Tax	1,079.73	925.95
Profit After Tax	798.70	690.69
Retained Earnings and Other Comprehensive Income (OCI)
Balance brought forward	2,014.18	1,922.54
Profit After Tax	798.70	690.69
OCI arising from remeasurement of employee benefits	2.92	1.25
Dividend - FY 2019-20	-	(531.23)
Dividend - FY 2020-21	(584.36)	-
Transfer to Reserves	(79.87)	(69.07)
Balance carried forward	2,151.57	2,014.18

DIVIDEND

Your Directors have recommended a final dividend of Rs 145/- and special dividend of Rs 130/- per share for the year ended March 31, 2022 on 2,12,49,302 fully paid-up Equity Shares of Rs 10/- each. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs 584.36 Crores.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the proposed dividend for the year ended March 31, 2022 after deduction of tax at source.

DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy adopted by the Company in terms of requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("SEBI Listing Regulations") is available on the Companys website at https://www.abbott.co.in/investor- relations/corporate-governance-and-policies/policies.html The said Policy lays down various factors which are considered by the Board while recommending the dividend for the year.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS ECONOMIC OUTLOOK

In the last decade, India has been one of the fastest-growing economies, with annual growth rate averaging 6-7%. The increase in GDP can be attributed to a variety of reasons, including favorable demographics, influx of investment capital and technological efficiency and productivity gains.

As per IMF, the economy grew by 8.7% in 2021, recovering from a contraction of 8% in 2020 as the country recovered from the COVID-19 pandemic and lockdown. Growth in 2022 is expected to reach 8.2% according to latest forecasts boosted by a recovery from COVID-19 restrictions. However, new COVID-19 strains and the Ukraine-Russia war remain as major concerns to the projected growth.

INDUSTRY REVIEW

India ranks as one of the top countries in terms of pharmaceuticals production with ~3,000 drug companies and ~10,500 manufacturing units. According to IBEF, the Indian Pharmaceuticals Industry ranks 3^rd worldwide by volume (10% share of production) and 14^th by value (1.5% share). It contributes about 2% to Indias GDP and 8% of the countries merchandize exports. Indian pharmaceuticals hold an important place in the global supply chain with over 50% of global demand for various vaccines, 40% of generic demand in the US and 25% of all medicine in UK supplied by India. Further, the sector has been historically resilient to economic shocks exemplified by the fact that drugs and pharmaceuticals was one of the two commodity groups that did not degrow.

As per IQVIA, Indias domestic pharmaceuticals market (IPM) is estimated at Rs 2,08,452 Crores in 2022 with growth of 9.5% vs growth of 18.5% in 2021. Growth in 2021 was driven by a boost to nutritional supplements, antibiotics and anti-virals due to COVID-19 impact whereas the demand is expected to normalize in 2022. Over the long-term, the market is expected to grow annually at 9.2% till 2026.

The IPM remains dominated by branded generics which make up 80% of sales by value as per IQVIA. Brand names and company image are regarded as de facto indicators of quality.

With healthcare becoming a key government agenda in the wake of the COVID-19 pandemic, government interest in the pharmaceuticals industry will continue. The government is expected to continue to build on initiatives to improve access to healthcare. Initiatives like improvements in the drug registration process, OTC regulations, expansion of Ayushman Bharat, etc., are expected to be long-term growth drivers.

OPPORTUNITIES AND CHALLENGES

The COVID-19 pandemic has transformed the industry with increasing digitization, and traction of e-pharmacy and pharmacy chains. Increased healthcare coverage and better policy support are likely to boost growth whereas adverse regulation could impact in a negative way.

Factors which impact Industry and Company include :

• E-pharmacy and Pharmacy Chains : New-age channels are gaining increasing salience and have emerged as an additional access point for consumers along with brick-and-mortar retailers. The rapid growth of the sector further driven by COVID-19 tailwinds has led to the entry of conglomerates and e-commerce players like Reliance, TATA and Flipkart. Propelled by the impact of the pandemic and its impact on consumer behavior, the online pharmacy channel is expected to continue growing and it is estimated to reach 70 Million households by 2025.

• Ayushman Bharat : The central governments health insurance scheme, Ayushman Bharat - Pradhan Mantri Jan Arogya Yojana (AB-PMJAY), is expected to drive up public health insurance coverage. 107.4 Million underprivileged and vulnerable families - equivalent to around 500 Million people or 40% of Indias population are covered under the scheme, with the provision of hospital care to an annual value of Rs 5,00,000 per family. By February, 2022, more than 174 Million e-cards had been distributed to PMJAY affiliates, covering over 26 Million hospital admissions across 25,000 participating public and private hospitals. While coverage under the scheme itself is limited to hospital inpatient care, it will allow a growing number of patients to gain access to healthcare, increasing rates of diagnosis and raising disease awareness. This will further benefit private clinics and the retail pharmacy sector.

• GST : The Indian Government is looking at rationalizing GST rates. Currently, majority of drugs are in 12% category. If drugs are put in higher category and if it is not implemented rationally, it may impact the industry.

• OTC Drug Regulations : The OTC sector in India has been growing at a healthy rate driven by growing access to information for patients and willingness to self- medicate. The Ministry of Health (MOH) has published a draft notification which proposes to allow 16 OTC drugs used for treatment of common ailments to be sold without doctors prescription. The MOH also plans to formulate an OTC regulation to promote responsible selfmedication for treatment of common ailments, which will also enhance access to healthcare services. Any policy mandate is likely to benefit the Company given its dedicated OTC vertical.

• Uniform Code of Pharmaceutical Marketing Practices (UCPMP) : UCPMP, while currently voluntary, could become mandatory in future. A mandatory code would require ethical marketing practices to be followed by all companies. Given that the Company has robust compliance processes in place, it would be well positioned under a strict enforcement of UCPMP.

• NMC Regulations : The National Medical Council has published draft Registered Medical Practitioner (Professional Conduct) Regulations, 2022, which has proposed several restrictions on RMPs engagements with the pharmaceutical industry and proposed changes in prescription guidelines. The draft once notified will replace the existing MCI regulations.

• Digital Engagement : Field force activity witnessed major disruption during the pandemic prompting companies to utilize digital means for engagement with Healthcare Professionals (HCPs). The trend is expected to continue with HCPs looking for high quality, scientific promotional material that is available at their convenience.

REVIEW OF OPERATIONS

The Company has consistently grown above market* in the last several years by keeping a clear focus on providing scientific, trusted products, backed by expert clinical support.

The Companys position has been enhanced through consistent scientific engagement with doctors, increasing geographic penetration, strong customer insights, innovative products and comprehensive pill plus service approach.

Financial performance

Revenue from Operations : Revenue from Operations for the year ended March 31, 2022 is Rs 4,919.27 Crores in comparison to Rs 4,310.02 Crores last year, recording a growth of 14.1%.

Profit Before Tax : Profit Before Tax for the year ended March 31, 2022 is Rs 1,079.73 Crores grew by 16.6% over the previous year.

Other Income : Other Income stood at Rs 77.21 Crores, mainly comprising interest income from bank fixed deposits. The Company continues to invest in fixed deposits with banks that have high credit ratings, with a view to safeguarding the principal and maintaining liquidity. Income from bank deposits reduced by 4.7% due to reduction in interest rates. The Company has an investment portfolio of Rs 2,669.83 Crores as on March 31, 2022.

Material Cost : Material Cost increased on account of inflation, but was compensated by improved sales price realization, resulting in a decrease in the same as a percentage to Sales from 56.3% in financial year 2020-21 to 54.8% in the current year.

Employee Cost : The Company increased its employee strength to 3,597. The increase in Employee Cost by 17.6% over the last year is mainly due to merit increase and increased sales incentives to field force. The Employee Cost as a percentage to Sales shows an increase at 12.0% in the current year vis-a-vis 11.6% in the financial year 2020-21.

Other Expenses : Other Expenses including Depreciation and Finance Cost increased by 17.0% over the last year. The percentage to Sales marginally increased to 14.0% compared to 13.7% for the financial year 2020-21, mainly on account of increased marketing spend to support volume growth.

Key Financial Ratios :

Particulars	2022	2021	Change
Debtors Turnover (Days)	20.0	24.1	(17.0%)
Inventory Turnover (Days)	96.6	95.1	1.6%
Interest Coverage Ratio	57.5	51.7	11.2%
Current Ratio	3.2	3.4	(5.9%)
Debt Equity Ratio	0.1	0.1	-
Operating Profit Margin (%)	22.3	22.0	1.4%
Net Profit Margin (%)	16.2	16.0	1.3%
Return on Net Worth (%)	29.5	27.4	7.4%

There is no significant change (i.e., change of 25% or more as compared to the immediately previous financial year) in the Key Financial Ratios.

Detailed explanation of ratios :

(i) Debtors Turnover (Days)

The above ratio is used to quantify a companys effectiveness in collecting its receivables or money owed by customers. The ratio shows how well a company uses and manages the credit it extends to customers. It is calculated by dividing Revenue from Operations by average trade receivables.

(ii) Inventory Turnover (Days)

Inventory Turnover is the number of times a company sells and replaces its inventory during a period. It is calculated by dividing Cost of goods sold by average inventory.

(iii) Interest Coverage Ratio

The Interest Coverage Ratio measures how many times a company can cover its current interest payment with its available earnings. It is calculated by dividing Earnings Before Interest and Taxes by finance cost.

(iv) Current Ratio

The Current Ratio is a liquidity ratio that measures a companys ability to pay short-term obligations or those due within one year. It is calculated by dividing the current assets by current liabilities.

(v) Debt Equity Ratio

The Debt Equity Ratio is used to evaluate a companys financial leverage. It is a measure of the degree to which a Company is financing its operations through debt versus wholly owned funds. It is calculated by dividing a companys total lease liabilities by its Shareholders equity.

(vi) Operating Profit Margin (%)

Operating Profit Margin is a profitability or performance ratio used to calculate the percentage of profit a company produces from its operations. It is calculated by dividing the Earnings Before Interest and Taxes by Revenue from Operations.

(vii) Net Profit Margin (%)

The Net Profit Margin is equal to how much net income or profit is generated as a percentage of revenue. It is calculated by dividing the profit for the year by Revenue from Operations.

(viii) Return on Net Worth (%)

Return on Net Worth is a measure of profitability of a company expressed in percentage. It is calculated by dividing profit after tax for the year by average capital employed during the year.

Business Performance

The Company operates in a single reportable business segment i.e., "Pharmaceuticals".

The Company provides products and solutions across various therapeutic areas such as Womens Health, Gastroenterology, Central Nervous System, Metabolics, Multi-Specialty, Vaccines, Consumer Health, etc.

Performance for the year under review in respect of above therapeutic areas are highlighted below :

Womens Health : Womens Health portfolio grew by 23.3% during the year led by the key brand Duphaston (miscarriage and IVF). Our robust medico-marketing initiatives, legacy and equity of the brand and our first of its kind patient support program "Tender Love & Care" give us high confidence of sustaining this growth momentum of Duphaston amidst further generic launches.

During the year, 3 new products viz. Riligol (post partum haemorrhage), Preservgest (pregnancy maintenance) and Femoston 2/10 (postmenopausal symptoms) were launched. Shaping the treatment landscape of Menopause in India will be yet another key priority for us in Womens Health space and we will continue building Femoston in management of Menopause over the next few years.

Gastroenterology : The Gastroenterology portfolio showed a robust growth of 26.9% and was a key growth driver for the Company. Strong growth of top brands in this segment i.e., Udiliv (cholestatic chronic liver disease), Duphalac (constipation) and Cremaffin Plus (constipation) was driven by increased geographic presence, differentiated medico marketing programs and targeted micro market interventions. Next set of mid-sized brands Creon (pancreatic insufficiency) and Ganaton (gastrointestinal dysmotility) continued to outperform the market*. Focus on new launches has yielded substantial results and accelerated the portfolio growth. Digeraft (anti reflux antacid) continued to be one of our best performing new products in recent years. Our beyond pills offerings have also seen significant scale up and we continue to invest in this area to extend better support to our patients. Going forward, our focus would remain to identify need gaps in our core therapy areas to maintain therapy leadership, launch new products to augment our portfolio offerings and support our consumers with a comprehensive and differentiated service offerings. During the year, Florachamp (probiotic for irritable bowel syndrome) was launched.

Metabolics : The portfolio grew by 9.4% mainly driven by Thyronorm (hypothyroidism). Thyronorm continues to be market leader* and is growing faster than the representative market*. We have increased our focus on enhancing digital footprint in all therapy shaping initiatives especially during and after COVID-19 affected period. We have continued efforts to scale up access towards affordable diagnosis in Tier II/III geographies. We collaborated with the Indian Thyroid Society and conducted multiple Thyroid Updates across country to establish the emerging concept of ‘Pragmatic Thyrovigilance. Under strategic lever of ‘Regionalization we have enhanced resource allocation in states of Tamil Nadu, Maharashtra and West Bengal and also, enhanced our scientific initiatives to develop therapy advocacy. Combinorm continues to grow faster than market* as we made good progress towards establishing the concept of usage of pre-probiotics in the treatment of bacterial vaginosis.

Central Nervous System (CNS) : The CNS segment achieved a growth of 12.8%, mainly driven by Vertin (vertigo). Vertin continues to perform better than the anti-vertigo market* driven by its market shaping initiatives, like the first of its kind Vertigo Care in the differential diagnosis area of patient care. The recent launch of innovative formulations like Vertin DT (disintegrating tablet) offer solutions for broader vertigo management. Strengthening key therapies such as epilepsy with new generation drug launches such as Brivetoin (epilepsy), is part of the long term strategy to build a relevant portfolio offering.

Multi-Specialty : Under Multi-Specialty, the Company offers products for insomnia, Vitamin D, pre-term labor and pain management. This business showed a strong growth of 39.5% despite the dynamic situations, consistently growing higher than represented market*. Zolfresh (insomnia), Arachitol portfolio (vitamin D), Brufen (analgesics) and Duvadilan (preterm labor) are the key contributors in this business. Differentiated public awareness initiatives such as D Strong Active Life, Wake up fresh and scientific therapy initiatives like D Active India Symposium (DAIS), Sustaining Term Enabling Pregnancy (STEP), etc. in collaboration with Indias leading scientific bodies, were launched during the year. Zolfresh, Duvadilan and Brufen are leaders in their respective category* while Arachitol is among top 3 as faster growing brand in represented market*.

To expand this portfolio, we launched a new brand Arachitol Gummies, an innovative orange flavored FSSAI approved to fulfill daily requirements of Vitamin D and Calcium. Going ahead, our focus is to establish base brands to be among mega brands of the Company and robust new products pipeline to offer comprehensive portfolio to covered specialties.

Vaccines : The key brands in vaccines portfolio are Influvac (influenza), Enteroshield (typhoid) and Rotasure (rotavirus diarrhea). During the year, we have launched Havshield, vaccine for immunization against Hepatitis-A in line with our portfolio building strategy.

Vaccine segment was adversely impacted during the year due to the new COVID-19 strain and preventive measures like home schooling, etc. reducing the infections. Vaccine business declined by 13.2% during the year; however, there are robust medico-marketing and awareness plans in place to improve the pediatric vaccination numbers; specially Influenza vaccination where we are the leader with significant market share*.

We have launched several Mom education initiatives under our Influenza flagship program "Mothers Against Influenza". We, in partnership with USISPF, FOGSI, etc., launched guidelines for adult vaccination for critical patient profiles. We have made focused efforts through Influenza awareness drive on Social Media, YouT ube, Radio and Parental Platforms. We also launched ‘In-Home-Vaccination and ‘FLU- Vaccine-Reminder service to improve the vaccine compliance.

Our Priorities are to expand the Influenza market with pediatric and adult, launch newer patient services and strengthen the portfolio through new vaccine introductions.

Consumer Health : During the year, this portfolio delivered a growth of 8.0%. We significantly strengthened consumerization initiatives during the year. Consumer Health portfolio now includes products offerings across antacids, laxatives and topical analgesics with Digene, Cremaffin and Brufen Power as key brands. We undertook significant marketing driven initiatives on e-pharmacies. Innovative products as stick packs of Digene and Cremaffin were launched during the year, aimed at convenience and increasing access of antacid and laxative solutions for Indian consumers.

IMPACT OF COVID-19

Throughout the year, the Company and its employees displayed speed, resilience and agility to ensure minimum disruption in business operations by proactively assessing the demand and ensuring uninterrupted supply of our products. There has not been any significant adverse impact on the business operations.

MEDICAL RESEARCH AND KNOWLEDGE SHARING INITIATIVES

Evidence-based medicine is gaining importance in empowering Healthcare Professionals (HCPs) to ensure better patient care. Research studies undertaken by the Company, ranging from real-world evidence-based studies (observational or epidemiological) to registration studies, have been instrumental in defining and driving organizational strategies and creating high-quality scientific evidence, thus aiding the optimization of healthcare.

During the year, the Company completed 10 clinical studies, and executed 10 new clinical studies and published 17 articles in major indexed journals. All the studies were conducted in compliance with Good Clinical Practice (GCP) and regulatory requirements.

Capability building of HCPs has remained a high priority for the Company. During the year, more than 6,500 medical education programs were conducted towards achieving this objective. The Company also partnered with over 12 medical associations to drive capability building in various therapeutic areas. Furthermore, as a ongoing commitment towards scientific knowledge dissemination, Continued Medical Education programs were conducted, training over 1,98,000 medical doctors. During the year, the Company used digital technologies to reach out to doctors and provide therapy updates to them. Over and above these, over 25,000 patient awareness programs were conducted across India reaching ~2.2 Million patients.

OUTLOOK

The pharmaceuticals industry is expected to grow at 9.5% in 2022. With economic growth expected to continue in India along the lines of 2021, patient spending on healthcare and drugs is expected to recover in non-COVID-19 therapies. However, due to the current geopolitical environment along with the continued threat of COVID-19 resurgence, there remains a risk on the industry.

In 2022, we are striving to deliver market beating growth to continue gaining share in the IPM. We have identified a few critical areas which provide opportunities for us to improve our business model and relationships with our customers :

• Therapy shaping to accelerate pillar brands : We aim to gain therapy leadership and grow faster than market through an approach focused on accelerating existing pillar brands via innovative marketing campaigns and partnerships. Our brand strategies are a result of a detailed analysis of market trends and our capabilities.

• Beyond the pill patient support : We have always strived to deliver a holistic healthcare experience for patients which has interventions at each stage of the continuum of care. Patient engagement by providing them with adequate information, counselling and compliance support will enable higher awareness, therapy adoption, adherence and eventually better health outcomes. We have several patient support programs running including, "Tender Love & Care" - a program to provide virtual counselling and curated lifestyle management support for couples undergoing pregnancy and "Gutfit" - counselling and nutrition advice for patients. To optimize delivery of patient support programs, we have launched a:care, a patient facing mobile application and will be setting up a centralized management team to drive all patient service programs.

• Increase portfolio depth : To ensure presence in strategic therapeutic areas and leverage loss of exclusivity of competition brands, we have built a robust plan for the new product pipeline. Building new launches into future pillar brands will remain a key focus area.

• Digital differentiation : The Company continues to build differentiated digital assets for HCPs engagement with a key focus on getting multiple physical and digital touchpoints with HCPs. We have continued utilization of the multi-channel engagement capabilities developed during the pandemic and are building a HCP facing application to drive scientific engagement. We will also continue to drive gains in operational efficiency, and rich data collection through the adoption of ipad detailing and updated sales review tools.

• Channel engagement : We are focusing on building the business across traditional retail and institutions channels and in the emerging organized retail channel of pharmacy chains and e-pharmacies. Building strong relationships with our pharmacists, building partnerships with players in emerging channels and further strengthening our channel management capabilities will be an important focus going ahead.

RISKS AND CONCERNS

High government control on drug pricing through the National List of Essential Medicines (NLEM) and Drug Price Control Orders (DPCO) along with restrictions on trade margins mark-ups create price pressure across the industry. Expansion of NLEM will remain a critical risk for the Company. Further, any supply chain disruptions due to new waves of the pandemic or geo-political incidents might affect operations negatively. With high government oversight in the sector, any adverse regulation could cause a negative impact on the business.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an internal control mechanism commensurate with its size and nature of business. These systems provide a reasonable assurance on achievement of its operational, compliance and reporting objectives, including safeguarding the Companys assets, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies.

This mechanism is sound in design and the framework is continuously evaluated for effectiveness and adequacy. The mechanism operates through well-documented standard operating procedures, policies and process guidelines and segregation of duties. Periodic analysis and reviews are conducted by the senior management to assess its efficiency. Also, the same is discussed with auditors on a regular basis. Change in control structure is carried out to meet business needs along with control effectiveness.

The Internal audit plan is finalized based on current perception of internal control risk and compliance requirement in consultation with the operating divisions. The Internal Auditors, as a part of their audits, review the design of key processes to assess the adequacy of controls and also propose remedial measures, wherever required.

The Internal Audit Reports issued by the Internal Auditors are discussed with the Senior Management and presented to the Audit Committee on a quarterly basis. An independent and empowered Audit Committee reviews the significant observations and assesses the adequacy of the actions proposed while monitoring their implementation. The Internal Auditors conduct a quarterly follow up for implementation/ remediation of all audit recommendations and the status report is presented to the Audit Committee on a regular basis.

The Company has implemented both preventive and detection controls. Appropriate corrective actions taken to reduce the risks include the following :

• The Abbott Code of Business Conduct requires annual certification by all employees;

• The Compliance Committee is formed with representatives from all the operating groups;

• Senior Management has oversight of the compliance programs;

• The Business Compliance Cell is assigned the responsibility of training, monitoring and ensuring employees compliance with the Companys policies and procedures;

• The Company has a Whistle-Blower mechanism in place;

• Internal Investigation reports are presented before the Audit Committee on a quarterly basis;

• Business divisions have periodic meetings with the Director - Office of Ethics and Compliance, to monitor and discuss compliance with various business processes.

The Management has assessed the adequacy and effectiveness of internal controls over financial reporting for the year ended March 31, 2022 and basis the assessment, believes that the processes are working efficiently and effectively.

The Statutory Auditors have issued unmodified audit report on the adequacy of the internal controls over financial reporting and its operating effectiveness.

DIRECTORS

During the year, Mr Anil Joseph (DIN : 08753233) resigned as a Director and Managing Director of the Company effective January 31, 2022. The Board places on record appreciation for his contribution during his tenure.

The Board of Directors of the Company, basis the recommendation of the Nomination and Remuneration Committee, have approved the :

• Re-appointment of Mr Sudarshan Jain (DIN : 00927487), as an Independent Director of the Company for a period of 5 (five) years effective April 1, 2022, not liable to retire by rotation;

• Appointment of Mr Vivek V Kamath (DIN : 06606777), as Director and Managing Director of the Company for a period of 5 (five) years effective February 15, 2022, not liable to retire by rotation.

The above appointment/re-appointments were approved by the Shareholders through Postal Ballot on March 26, 2022.

In compliance with Section 152 of the Companies Act, 2013, Mr Ambati Venu (DIN : 07614849) and Mr Munir Shaikh (DIN : 00096273) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 ("the Act") and the SEBI Listing Regulations. All the Independent Directors have registered themselves in the Independent Directors Database managed by the Indian Institute of Corporate Affairs.

Number of Board Meetings

Five Board Meetings were held during the year on May 18, 2021; August 6, 2021; November 12, 2021; February 9, 2022 and March 15, 2022. The intervening gap between the Meetings was within the period prescribed under the Act, Rules framed thereunder read with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors.

Policy on Nomination and Appointment of Directors/Criteria for appointment of Senior Management and Remuneration Policy

The Company has adopted the Policy on Nomination and Appointment of Directors/Criteria for appointment of Senior Management and Remuneration Policy as per the provisions of Section 178(3) of the Act and the Rules framed thereunder. The said Policies are available on the Companys website at https://www.abbott.co.in/investor- relations/corporate-governance-and-policies/policies.html

Nomination Policy acts as a guideline for determining qualifications, positive attributes, independence of Directors and matters related to the appointment and removal of Directors and Senior Management. The Policy lays down :

i. criteria, terms and conditions with regard to identifying suitable candidates who are qualified to become Directors and Senior Management;

ii.appointment mechanism for Managing Director/ Executive and Non-Executive Directors/Independent Directors/Key Managerial Personnel and Senior Management;

iii. tenure of Managing Director/Executive Directors/ Independent Directors;

iv. their removal process and succession planning.

Remuneration Policy lays down the Companys philosophy and criteria as well as manner of determining the remuneration of Managing Director, Executive/Non- Executive Directors, Independent Directors, Senior Management, Key Managerial Personnel and other employees.

Performance Evaluation of the Board, Board Committees and Directors

The Company has adopted the Board Evaluation Framework and Policy based on recommendation of the Nomination and Remuneration Committee, which sets a mechanism and criteria for evaluation of the Board, Board Committees and Directors, including Independent Directors. The same is available at https://www.abbott.co.in/investor-relations/ corporate-governance-and-policies/policies.html

Every year, Directors evaluate the effectiveness of the Board and its Committees in performing its governance and oversight responsibilities. Directors assess the performance of their peers, as well as the full Board of Directors and each of the Committees on which they serve through written questionnaire.

Written Evaluations solicit feedback on various parameters described below :

For Board : Structure and composition of the Board, frequency and number of meetings, devotion of time for important business matters - financials, monitoring internal controls/ code of conduct/insider trading policy/risk management framework and emerging risks/governance and compliance issues, adequate access to information for effective decisionmaking, strategic guidance to management through regular interactions and cohesiveness in the overall working that facilitates open discussion.

For Committees : Structure and composition of the Committees, adequacy of charter and working procedure, frequency of meetings, if the Committee is functioning as per the charter and if the Committee recommendations contribute effectively to the Board decision-making.

For Directors : skill set, knowledge, attendance, effective participation at Board/Committee meetings, their contribution at the meetings, leveraging on his/her experience to provide the necessary insights/guidance on Board discussions and display of candor in expressing views even when they are in divergence with the rest of the Board, etc.

Review and discussions :

• Results are presented in the form of anonymized reports;

• The Nomination and Remuneration Committee reviews peer and Board Reports;

• Reports are then shared with the Board for review and discussions.

Feedback incorporation :

• Basis the feedback, enhancement opportunities are identified and implemented as appropriate;

• The Chair of the Nomination and Remuneration Committee discusses peer evaluation results with individual directors as needed.

During the year 2021-22, evaluation of the Board, Committees and Directors was conducted as per the process described above. Also, the Independent Directors conducted separate assessment of the Board, Non-Independent Directors and the Chairman basis the feedback from the other Board Members.

KEY MANAGERIAL PERSONNEL

Mr Vivek V Kamath, Managing Director, Mr Rajiv Sonalker, Chief Financial Officer and Ms Krupa Anandpara, Company Secretary, are the Key Managerial Personnel of the Company as on March 31, 2022.

AUDIT COMMITTEE

The Audit Committee comprises of Ms Anisha Motwani (Chairperson), Mr Munir Shaikh, Mr Sudarshan Jain and Ms Shalini Kamath. Role of the Committee is provided in the Corporate Governance Report, forming part of this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Company has in place Vigil Mechanism/Whistle-Blower Policy called "Abbott India Limited-Procedure for Internal Investigations". It lays down a mechanism for reporting and investigation of all unethical behavior, alleged or potential violations of laws, regulations or Abbott Code of Business Conduct, policies, procedures or other standards.

A report indicating the number of investigations conducted including the status update is presented before the Audit Committee on a quarterly basis.

The said Policy is available on the website of the Company at https://www.abbott.co.in/investor-relations/ corporate-governance-and-policies/policies.html

Employees have numerous ways to voice their concerns and are encouraged to report the same internally for resolution. The said Policy provides for adequate safeguards against retaliation and access to the Chairperson of the Audit Committee.

Any concerns/grievances can be communicated through various sources as provided under the said Policy or via toll free number 0008001001058 or online at https:// speakup.abbott.com

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profits of the Company for that year;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts of the Company on a going concern basis;

e) they have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

Policy on dealing with Related Party Transactions and Materiality

The Company has in place the Policy on dealing with Related Party Transactions and Materiality in terms of requirements of the Act and the SEBI Listing Regulations. The said Policy is available on the Companys website at https://www. abbott.co.in/investor-relations/corporate-governance-and- policies/policies.html

The said Policy was reviewed and updated at the Meeting of Board of Directors held on February 9, 2022. The amendments made by SEBI in the relevant provisions of the SEBI Listing Regulations have been duly incorporated in the said Policy.

As per the said Policy, all Related Parties Transactions are pre-approved by the Independent Directors, Audit Committee and Board, as and when required as per the requirements under the Act and SEBI Listing Regulations. The details of such transactions are also reviewed by the Audit Committee on a quarterly/annual basis. Material transactions, if any, with the Related Parties are pre-approved by the shareholders.

Details of Related Party Transactions

The Company enters into the business transactions with various Abbott affiliate companies ("Related Parties") in the normal course of business and on arms length basis.

All the transactions with the Related Parties during the financial year 2021-22 were pre-approved by the Independent Directors and Audit Committee. Prior approvals of the shareholders are in place for the Material Related Party transactions. Actual transactions were reviewed by the Audit Committee on a quarterly basis. The details of the same are provided in Note 39 to the Financial Statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, the Company has filed half yearly reports on Related Party Transactions with the BSE Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all dividends which remain unpaid or unclaimed for a period of seven years, are required to be transferred by the Company to the IEPF, established by the Government of India. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year, the unpaid dividend and shares were transferred to IEPF in line with the aforesaid requirements. The details of the same are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Policy

The CSR Policy is available on the Companys website at https://www.abbott.co.in/investor-relations/corporate- governance-and-policies/policies.html.

CSR Programs/Activities undertaken during the financial year 2021-22

The Company spent an amount of Rs 16.36 Crores on various CSR programs during the financial year 2021-22. The Annual Report of the CSR activities undertaken by the Company is annexed as "Annexure I" and forms part of this Report.

RISK MANAGEMENT

The Company has formulated a "Risk Management Policy" which includes :

• Risk mitigation measures;

• Business Continuity Plan (BCP);

• Risk identification framework (particularly Environment, Sustainability and Governance related risks [ESG]).

The framework above is not limited to ESG but would also cover financial, operational, sectoral, cybersecurity risks and any other risk determined by the Risk Management Committee (RMC).

1. Objective

Risk Management Policy is directed to enable Management to effectively deal with uncertainty and associated risk and opportunity, enhancing the capacity to build value. Broadly, the Policy Framework encompasses :

• Aligning risk appetite and strategy considering the risk appetite in evaluating strategic alternatives, setting related objectives and developing mechanisms to manage related risks;

• Enhancing risk response decisions and select among alternative risk responses - risk avoidance, reduction, sharing and acceptance;

• Reducing operational surprises and losses by identifying potential events and resultant responses, thus reducing surprises and associated costs or losses;

• Identifying and managing multiple and crossenterprise risks;

• Seizing opportunities by considering a full range of potential events and thus identify and proactively realize opportunities;

• Improving deployment of capital through robust risk information to effectively assess overall capital needs and enhance capital allocation.

These capabilities inherent in this Framework helps in achieving the performance and profitability targets and prevent loss of resources.

This Risk Management Framework is directed to help ensure effective reporting and compliance with laws and regulations, avoid damage to the entitys reputation and associated consequences.

Risk Management Framework enables the Company to avoid pitfalls and surprises along the way.

2. Roles and Responsibilities

• Board of Directors

The Board provides oversight about Risk Management and is responsible for approving Risk Management Framework;

The Board has constituted Risk Management Committee with defined roles and responsibilities.

• Audit Committee

Audit Committee conducts evaluation of Risk Management systems and such other functions as may be assigned by the Board from time to time.

• Risk Management Committee

Key roles and responsibilities are outlined below :

i. Monitoring and implementing Risk Management Plans;

ii. Ensures that the adequacy of the Companys Risk Management Framework is being assessed and that action is taken if it is inadequate;

iii. Reports Risk Management activities and information, including top risks and mitigation, to the Audit Committee and Board;

iv. Understands the significant or high risks affecting Company and ensures that processes to mitigate them are effective;

v. Reviewing and amending Risk Management Framework from time to time;

vi. Such other functions as may be delegated by the Board from time to time.

• Risk Management Core Team

The Risk Management Team oversees the process by which business division/function management identifies and assesses risks and determines appropriate responses. It addresses organizational risks and sets performance measure goals and key risk indicators for those risks. It takes care of the following :

i. Design, develop and periodically update the Risk Management framework and procedure;

ii. Ensure appropriateness of risk culture and understanding across the Company at all levels;

iii. Plan and organise risk management programs;

iv. Ensure adherence to Risk Management policies and procedures within Abbott;

v. Facilitate validators in preparation and execution of control validation plan;

vi. Conduct adequate awareness;

vii. The Core Team along with the concerned Division/Function heads identifies risks faced/perceived by the Company and way forward for tackling them.

STATUTORY AUDITORS

S R B C & CO LLP, Chartered Accountants (ICAI Firm Registration No. : 324982E/E300003), were appointed as the Statutory Auditors at the Seventy-fifth Annual General Meeting of the Company held on August 22, 2019 for a period of five years i.e., from financial year 2019-20 to financial year 2023-24, to hold office till the conclusion of the Eightieth Annual General Meeting of the Company.

AUDITORS REPORT

The Auditors Report for the financial year 2021-22 does not contain any adverse remarks, qualifications or reservations or disclaimers, which require explanations/ comments by the Board.

COST AUDITORS

M/s Kishore Bhatia & Associates, Cost Accountants (Registration No. 00294), are the Cost Auditors of the Company for the financial year 2021-22.

M/s Kishore Bhatia & Associates, are appointed as Cost Auditors of the Company for the financial year 2022-23 at a remuneration of Rs 0.08 Crore plus taxes as applicable and reimbursement of out-of-pocket expenses. The said remuneration to the Cost Auditors shall be subject to ratification by the Members at the ensuing Annual General Meeting.

COST AUDIT REPORT

As per the provisions of Section 148(1) of the Companies Act, 2013, the Company has maintained the cost records, as specified by the Central Government.

Cost Audit Report along with the Compliance Report for the financial year 2020-21, issued by M/s Kishore Bhatia & Associates, Cost Auditors, was filed with the Ministry of Corporate Affairs on August 18, 2021 (due date of filing was September 27, 2021).

INTERNAL AUDITORS

M/s KPMG, Chartered Accountants, (ICAI Firm Registration No. BA62445) are the Internal Auditors of the Company. Internal Audit Report, their significant observations and follow up actions taken by the Management is reviewed by the Audit Committee on a quarterly basis.

SECRETARIAL AUDITOR

Ms Neena Bhatia, Practising Company Secretary (Membership No. FCS 9492 and Certificate of Practice No. 2661) is the Secretarial Auditor of the Company for the financial year 2021-22.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report issued by Ms Neena Bhatia, Practising Company Secretary for the financial year ended March 31, 2022 does not contain any adverse remark, qualifications, reservations or declaimer except the observation that the name of the Company is appearing in the breach list displayed on the website of the BSE Limited for having foreign investment in excess of prescribed sectoral cap.

In this connection, the Company had received post- facto approval from the Department of Pharmaceuticals permitting the increase in foreign shareholding in excess of 75.11% from October 19, 2012 to January 14, 2021, which was subject to compounding with the Reserve Bank of India for the contravention of applicable rules under the Foreign Exchange Management Act, 2000. The Company is taking steps with the Reserve Bank of India in this regard.

The said Report is annexed as "Annexure II" and forms part of this Report.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

HUMAN RESOURCES

The Company has 3,597 employees as on March 31, 2022. Our people are our greatest assets. They play key role in the Companys success.

Our employeesRs innovative ideas, hard work and dedication are helping build a sustainable and healthy future. As they drive our growth, we provide a supportive, inclusive culture, and programs that help ensure their continued development and encourage them to build a successful career with us.

Our talent priorities are aligned to help the organization achieve its strategic goals. The talent priorities are centered around Talent, Growth, Productivity.

Talent Strategy

A strong talent strategy was developed to help us attract and retain the right talent and emerge as the employer of choice in the Indian healthcare industry. We believe in motivating and engaging our employees through shared goals, capability building initiatives, career growth opportunities and providing an environment of transparency, accountability and positive reinforcement.

Trainning and Capability building initiatives

1. Training and Development Resources

Calendarized programs are designed for employees across grades. The programs are planned in the beginning of the new year. Our Learning and Development team caters to specific training requests from business in parallel to the open enrollments. E-Learning and virtual learning play an integral role in our learning offerings. All employees have access to a vast and varied learning portfolio to upskill themselves through the online learning portal accessible on real time basis.

2. Leadership Pipeline Building Programs

These programs focus on the development of key personnel who are part of the succession pipeline at various levels. They focus on building skills and capabilities required for the next level roles.

Transition programs : These training programs are very specific to the employees who are getting into their new roles. As an employee transitions from being an individual contributor to a manager, this program provides the necessary support in navigating the complexity of being a manager.

The program focuses on building people manager leadership competencies and comes with three levels:

• Individual Contributor to People Manager;

• Manager to Director;

• Director to General Manager.

3. Executive Coaching and Mentoring

Executive coaching and mentoring are used as development interventions for senior leaders. They are based on the needs identified for senior leaders and a 6-12 months engagement with an external senior coach is established. The goals are set up and agreed to by the coachee, coach and the manager. Success is measured by the achievement of milestones and development goals achieved by the coachee.

4. Mentoring Programs

Leaders like the vice presidents, general managers, senior directors and functional leaders actively engage in mentoring talent across the organization. Mentoring develops employees to drive new, cross functional expertise and perspectives. Mentors are identified and a panel is created with expertise in a variety of areas of development to address the needs of our talent with respect to business and professional growth. The mentor- mentee pairs and groups are assigned based on need, expertise and personal attributes. Tools and guidelines to maximize learning are provided.

5. Leading with Impact - Integrated Managerial Capability Program

This program was rolled out across 2000+ people managers in India to help them effectively lead people and enhancing the leadership skills and understand what is expected as a leader at Abbott through 12 weeks module consisting of online learning and simulations, practical application of learnings through on the job experiences, discussion with peers on the learnings, coaching from certified global coaches and pre and post program leadership effectiveness surveys. The program outlined modules such as See, Hear, Speak, Coach and Develop.

Diversity, Equity and Inclusion (DE&I) :

Diversity continues to be a big priority for the Company. The guiding principles towards that is to promote workforce diversity and not discriminating against any employee for reasons such as race, religion, color, age, gender, ethnicity, disability, marital status and sexual orientation, in addition to any other status protected by local law. It is a focus area and is driven at a leadership level.

The Companys Equal Employment Opportunity Policy reinforces the commitment in ensuring that workplace is free from discrimination and employment is based solely on merit.

We also identified certain key focus areas to help bring the Diversity, Equity and Inclusion vision at Abbott to life. These focus areas include :

• Workplace Policies and Practices : We strive to make our policies and processes more inclusive. The Equal Employment Opportunity Policy continues to drive our agenda on diversity, equity and inclusion.

• Hiring Practices : To review, strengthen and modify our hiring practices and approach to enable effective hiring of diverse talent across businesses.

• Capability and Mindset : To continue building managerial capability to leverage diverse ideas and talent and build the high performing, inclusive teams.

• Forums and Networks : Provide opportunities for employees to engage with and learn from different communities creating robust, extensive employee networks and resource groups.

All of these is reinforced by continuous communication and awareness to ensure we build sensitization and advocacy for an inclusive workplace.

There are various interventions for DE&I undertaken and promoted during the year :

• Women Leaders of Abbott (WLA) : WLA takes a proactive role in connecting women within the organization and offers dynamic programs and initiatives to enhance leadership experiences and career development of women. It acts as a platform for attracting, retaining and advancing women in the organization, thereby becoming an Employer of Choice for women.

• ASCENT-Abbott Second Careers Engagement Program : This program aims to strengthen our diversity commitment by providing second career opportunity to veterans and women returning from career breaks. ASCENT aims at empowering these professionals with relevant opportunities and providing the required support and flexibility to ensure a seamless transition.

• Unconscious Bias Training for all Managers :

Building individual awareness of unconscious bias and their understanding of its impact at work.

• Happy Feet-Joy of Motherhood : Happy feet is a program designed to support and provide a conducive work environment for our women employees as they step into the phase of motherhood. The Joy of Motherhood document is shared with women employees who are expecting and also provide details of preparing for maternity leave and provide support before, during and after pregnancy.

• Wo-Mentoring Program : A dedicated initiative for high potential women employees. We have mentored 150 women employees so far and of these 40% have had a role rotation, promotions and transfers.

• Empower : As a part of this initiative, women employees receive curated content that includes theme specific webinars, videos, articles and podcasts to sharpen and enhance skills.

• Avenue : Avenue was an initiative launched in September 2021, an offering designed to support women during any relocation requirement due to a change in personal circumstances.

• Advancing Professionals Network : This is our second employee resource group set up in India and has been launched with the purpose to help our early career professionals explore the mammoth organization that Abbott is, engage and network with leaders and diverse talent across the organization. The aim is to help these individuals evolve as professionals resulting in long and meaningful careers with Abbott.

• Abbott Disability Network : To be a best-in-class network supporting people of all abilities within Abbott. We empower people with disabilities to reach their fullest career potential. We create a culture of understanding, awareness, advancement and advocacy for individuals with disabilities through education, training, outreach, volunteer events and collaboration.

Prevention of Sexual Harassment (POSH) at Workplace

The Company has an Internal Complaints Committee (ICC) in place as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Appropriate training is imparted to employees regularly through the online learning portal. All employees have completed the mandatory online training program on POSH. This training also forms part of the new Employee Orientation program.

During the year, one complaint was received by the Company/ICC under the aforesaid Act and the same was appropriately closed.

HEALTH, SAFETY AND ENVIRONMENT

The Company is committed to the protection of human health, safety and the environment. This commitment forms the basis for our EHS management systems and governance. Attainment of our long-range targets to reduce worker injuries and the environmental impacts of our business across our value chain is a priority. Meeting our targets, along with our EHS objectives, is the continuation of a long legacy of responsible business practices at Abbott that reflect our core values : Pioneering, Achieving, Caring and Enduring.

Health and Safety :

The health and safety of our employees and contract workers is paramount for Abbott. During the COVID-19 pandemic, the Company took key steps to protect and safeguard employees. Crisis Management Team (CMT) formed on Day 1 of the COVID-19 outbreak, regularly keeps assessing the situation and takes timely steps to provide all support to employees.

For those employees working at the Goa plant, local transport is provided for commuting to the workplace safely. The cleaning frequency was increased at the plant and in offices to ensure best health and hygiene and to curb the chances of infections substantially. All the norms and measures of social distancing were followed. Guidance/ Rules of the State and Central Government from time to time are being rigorously followed. The Company launched project ‘Empire for weekly rapid test of COVID-19 for all its employees working at plants and offices. This proved to be very important proactive step to safeguard employees and the business amidst COVID-19. Project ‘Rainbow was launched for employee vaccination and thereby to safeguard them against COVID-19.

Our Goa plant donated a set of personal protective equipment (PPE) consisting of respiratory and non-respiratory protective equipment to Goa Inspectorate of Factories and Boilers. These PPEs are placed in museum and are used as an educational aid for the various courses conducted by Inspectorate of Factories and Boilers.

On-job, Classroom and Online EHS trainings are regularly arranged for employees. Training topics cover applicable EHS regulations, Abbotts EHS technical standards, firefighting, hazardous chemical and waste handling, Slip/ Trip/Fall, Machine Guarding, Material Handling and emergency preparedness.

Site Safety Committee is formed at the plant having representation from both supervisory and non-supervisory staff. Committee meets at regular frequency to discuss and resolve EHS issues.

Goa site underwent Global EHS audit in month of November 2021. The audit was successful, without any critical/major findings.

New Occupational health center was constructed with dedicated observation room for patients at plant. New ambulance was procured, which can facilitate mobilizing of casualty using wheeled stretcher. Automatic sprinkler system was installed in FG store area including the FG expansion block thus providing 100% sprinkler coverage to the most expensive block of the Goa plant.

We upgraded Dust Extraction System at the plant which has benefits like compliance with Abbott Global Engineering standard, approval as per FM, ATEX and NFPA, air quality superior than relevant OSHA standard, energy efficiency and explosion protection.

Detailed Machine guarding assessment was carried out and corrective actions are being taken.

Special focus is maintained on critical safe work initiatives like contractor safety, hand safety, hot work and working on heights.

Mass awareness programs such as celebration of National Safety Week and Abbott EHS week were conducted to help build a sustainable EHS culture.

For EHS cultural enhancement, we are running Behavior Based Safety - BBS program which includes observation and correction of unsafe acts. There also exists system for reporting of unsafe conditions and near miss. Such initiatives have greatly helped improve positive EHS culture.

Road Safety :

Various Road Safety programs were conducted for field employees during the year :

• 100% of the sales employees completed the online defensive riding refresher training module;

• 430 new sales employees were trained virtually on defensive riding skills and behaviors, and COVID-19 Safety guidelines and behaviors, within 60 days of joining;

• 362 new sales employees were provided with 2 helmets (one for self and one for the pillion rider) as a part of the joining kit;

• A new online defensive driving refresher training module will be rolled-out to all field employee. This module covers all the new risks that a driver faces post COVID-19.

To further enhance employee engagement on road safety and defensive riding, a series of initiatives like quizzes and creative competitions were rolled-out with good participation from employees.

Environment :

A responsibility towards the environment is part of Abbotts mandate. We continuously endeavor to minimize the use of renewable resources and cut down on carbon emission. In all our initiatives, a holistic approach is adopted and efforts are made to curtail adverse environmental impact, if any. The Goa site continued to implement multiple energy, water conservation and emission reduction projects.

The Company has a state-of-the-art effluent treatment plant with parameters of treated effluent well within the limit set by the local State Pollution Control Board. The plant is a zero-discharge plant. The rainwater harvesting project continues to save water by reducing the intake of purchased water.

The Company continued to focus on process optimization and yield improvement through various initiatives. Along with increasing productivity, these initiatives have helped prevent the discharge of raw materials and solvents into the environment.

Furthermore, gas emissions from the boiler and generator stacks as well as the ambient air quality are monitored regularly and they are well within the limits set by the State Pollution Control Board. Vermi-composting unit is in place to convert canteen food waste into organic manure, which is used in the lawns and in the plantation inside the Goa factory premises.

Out of total non-hazardous waste generated at site, 60% of the waste is used for the beneficial purpose without undergoing any recycling process. Remaining 40% of waste is sent for recycling.

Out of total hazardous waste generated at site, 0.7% of the waste is incinerated without energy recovery, 0.4% is sent for recycling (Used oil and E-waste). The balance hazardous waste is disposed off through co-processing (in cement industries).

During the year, World Environment Day was celebrated as EHS mass awareness program.

Our plant is certified as Zero Waste to Landfill facility which means no waste is disposed off through landfill. Out of total fresh water intake of site, 1.5% of water is consumed is obtained from rain water harvesting. The plant has installed digital Environmental Display Board at site in compliance towards the requirement of Central Pollution Control Board.

Plastic Waste Management :

The Company is adhering to the requirements of Plastic Waste Management Rules as laid down by the Central Pollution Control Board.

For plastic packaging waste collection and processing, the Company has engagement with various waste management agencies for plastic waste processing facilities. During the financial year, the Company has collected and processed 1,500 MT of plastic waste from all the states and union territories of India where it operates.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The required information under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, etc. are annexed as "Annexure III" and forms part of this Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2022 has been placed on the website of the Company at https://www.abbott.co.in/investor-relations/financials/ annual-return.html

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures required in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure IV" and forms part of this Report. However, as per the provisions of Sections 134 and 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement containing Particulars of Employees, which is available for inspection by the Members up to the date of ensuing Annual General Meeting. Any Member interested in obtaining a copy of such Statement may write to the Company Secretary at investorrelations.india@abbott.com

CORPORATE GOVERNANCE REPORT

Corporate Governance Report and Certificate from the Statutory Auditors of the Company on compliance of the conditions of Corporate Governance pursuant to the requirements of the SEBI Listing Regulations, form part of this Report.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as required under Regulation 34 of the SEBI Listing Regulations forms part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of Board, its Committees and General Meetings.

DISCLOSURES OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

INDUSTRIAL RELATIONS

The Company has overall cordial industrial relations. The Company continues to receive strong support from distributors, suppliers, vendors, stockists and other partners.

FIXED DEPOSITS

No fixed deposits were accepted during the year.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

The Company has not granted any loan or provided any guarantees to or invested in securities of any other body corporate during the year.

GENERAL

No disclosure or reporting is required in respect of the following items as there were no transactions relating to these items during the year under review :

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

3. The Company does not have any joint venture or subsidiaries.

4. There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

5. There are no instances of one-time settlement during the financial year.

ACKNOWLEDGEMENT

Your Board expresses gratitude towards all the employees, business partners, institutions, banks and the Members, for their continued trust and support to the Company.

		For and on behalf of the Board
	Vivek V Kamath	Sudarshan Jain
Mussoorie	Managing Director	Director
May 17, 2022	DIN : 06606777	DIN : 00927487