<dhhead>Directors’ Report</dhhead>
The Directors of your Company are pleased to share their Report for the
year ended 31 March 2023.
1. Financial Results for the year ended 31 March 2023
( Rs. in crores)
Year |
2022-23 |
2021-22 |
Continuing Operations: |
|
|
Revenue from operations |
3216 |
3218 |
Other income |
102 |
76 |
Total income |
3318 |
3294 |
Profit before exceptional items and tax |
833 |
762 |
Add / (Less): Exceptional items |
(1) |
12 |
Profit before tax |
832 |
774 |
Less: Income tax expenses |
(227) |
(397) |
Profit for the year from continuing
operations |
605 |
377 |
Discontinued Operations: |
|
|
Profit before tax from discontinued
operations |
4 |
1708 |
Less: Tax expense of discontinued
operations |
(1) |
(394) |
Profit from discontinued operations after
tax |
3 |
1314 |
Profit for the year |
608 |
1691 |
2. Dividend
Your Directors are pleased to recommend a dividend of
Rs. 32 per equity share for the year. This dividend for the year ended
31 March 2023 is subject to the approval of Members at the Annual General Meeting on 26
July 2023 and will be paid on or after 27 July 2023. If approved by the Members at the
Annual General Meeting, the dividend will absorb
Rs. 542 crores. The Board of Directors of your Company had approved the
Dividend Distribution Policy on 27 October 2016, and it is available on the Company’s
website (https://india-pharma.gsk.com/media/6486/dividend-distrubtion-policy.pdf)
3. Management Discussion and Analysis
As required by Regulation 34(2) of the Listing Regulations, a
Management Discussion and Analysis Report given in Annexure ‘A’ forms part of
this Report. The state of the affairs of the business along with the financial and
operational developments has been discussed in detail in the Management Discussion and
Analysis Report.
4. Directors
Mr. N. Kaviratne & Mr. S. Venkatesh ceased to be Independent
Director & Managing Director with effect from 26 July 2022 & 30 November 2022
respectively. The Board places on record their appreciation of the valuable services
rendered by Mr. N. Kaviratne & Mr. S. Venkatesh during their tenure and for their
contribution to the deliberations of the Board. Mr. B. Akshikar was appointed as Managing
Director from 1 December 2022 for period of four years and his appointment has been
approved by the Members through Postal Ballot.
As per the provisions under Section 149 of the Companies Act, 2013, the
Board and Members have approved the appointment of all the existing Independent Directors
viz. Mr. P. V. Bhide, Mr. A. N. Roy and Mr. D. Sundaram for second term of five years from
30 March 2020 and Dr. (Ms.) S. Maheshwari for a first term of five years from 18 May 2020
and Mr. M. Anand for a first term of five years from 16 May 2022.
The Independent Directors have submitted the Declaration of
Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating
that they meet the criteria of Independence as provided in sub-section (6).
During the year ended 31 March 2023, Five Board & Seven Audit
Committee Meetings were held, the details of which are given in the Corporate Governance
Report. The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013.
5. Remuneration Policy and Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and
Regulation 27 of the Listing Obligations & Disclosures Regulations (LODR), the Board
of Directors on the recommendation of the Nomination & Remuneration Committee, adopted
a Policy on remuneration of Directors and Senior Management. The Remuneration Policy is
stated in the Corporate Governance Report. Performance evaluation of the Board was carried
out during the period under review. The details are given in the Corporate Governance
Report.
6. Familiarization programmes for the Independent Directors
In Compliance with the provisions of LODR, the Company has put in place
a familiarization programme for the Independent Directors to familiarize them with their
role, rights and responsibilities as Directors, the working of the Company, nature of the
industry in which the Company operates, business model, etc. It is also available on the
Company website: https://india-pharma.gsk.com/en-in/
investors/shareholder-information/policies
7. Particulars of Contracts and Related Party Transactions (RPT)
In line with the requirements of the Companies Act, 2013 and LODR, your
Company has formulated a policy on RPT. All RPTs entered into, during the year ended, were
on arm’s length basis and were in ordinary course of business. There were no
materially significant RPTs with the Promoters, Directors or Key Managerial Personnel
which may have a potential conflict of interest of the Company at large. The Policy of
RPTs can be accessed on the Company website:
https://india-pharma.gsk.com/en-in/investors/shareholder-information/policies/.
All RPTs are placed before the Audit Committee for review and approval.
Prior omnibus approval is obtained for RPTs on a quarterly basis for transactions which
are of repetitive nature and / or entered in the ordinary course of business and are at
arm’s length. All RPTs are subject to independent review by a reputed accounting firm
to establish compliance with the requirements of RPTs under the Companies Act, 2013 and
LODR.
8. Directors’ Responsibility Statement
Your Directors confirm:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations relating to
material departures, if any; (ii) that the Directors have 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 as on 31 March 2023 and of the profit of the Company for the year ended on that
date; (iii) that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; (iv) that the Directors have prepared the annual accounts on a going
concern basis; (v) that proper internal financial controls laid down by the Directors were
followed by the Company and such internal financial controls are adequate and were
operating effectively and; (vi) that proper systems to ensure compliance with the
provisions of all applicable laws have been devised and such systems were adequate and
were operating effectively.
9. Annual Return
In line with the requirement of the Companies (Amendment) Act, 2017,
effective from 31 July 2018, the extract of annual return, is no longer required to be
part of the Board’s Report. However, copy of the Annual Return is available on the
Company’s website (https://india-pharma.gsk.com/en-in/
investors/shareholder-information/annual-return/).
10. Business Responsibility and Sustainability Reporting (BRSR) &
Corporate Governance
A report on Business Responsibility and Sustainability Reporting
(BRSR), describing the initiatives taken by your Company from an Environment, Social and
Governance (ESG) responsibilities given in Annexure ‘B’, forms a part of this
Report. Your Company is part of the GSK plc group and conforms to norms of Corporate
Governance adopted by them. As a Listed Company, necessary measures are taken to comply
with the Listing Obligations & Disclosures Regulations, 2015 (LODR) with the Stock
Exchanges. A report on Corporate Governance, along with a certificate of compliance from
the Auditors, given in Annexure ‘C’, forms a part of this Report.
As per the provisions of section 139 of the Companies Act, 2013,
Deloitte Haskins and Sells LLP, Chartered Accountants were appointed as the Statutory
Auditors of the Company for a second term of five years at the 97 Annual General Meeting
held on 27 July 2022 to hold office from the conclusion of the said Meeting till the
conclusion of the 102 Annual General Meeting to be held in 2027 on a remuneration to be
determined by the Board of Directors.
Pursuant to the provisions of section 204 of the Act, and the Rules
made there under, the Company has appointed Parikh & Associates, Practicing Company
Secretaries, to undertake Secretarial Audit of the Company for the financial year March
31, 2023. The Report of the Secretarial Auditor is annexed to the Board Report as Annexure
‘E’ which forms a part of this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark. Pursuant to Section 148 of the
Companies Act, 2013, the Board of Directors on the recommendation of Audit Committee have
appointed R. Nanabhoy & Co., Cost Accountants for conducting the audit of the cost
accounting records maintained by the Company for its Formulations for the year 2023-24.
The Committee recommended ratification of remuneration for year 2022-23 to the Members of
the Company at the ensuing Annual General Meeting.
11. Transfer of Equity Shares Unpaid/ Unclaimed Dividend to the
Investor Education Protection Fund (IEPF)
In line with the statutory requirements, the Company has transferred to
the credit of the Investor Education and Protection Fund set up by the Government of
India, equity shares in respect of which dividend had remained unpaid/ unclaimed for a
period of seven consecutive years within the timelines laid down by the MCA.
Unpaid/unclaimed dividend for seven years or more has also been transferred to the IEPF
pursuant to the requirements under the Act.
12. 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 the Board and its Committees which have
mandatory application.
13. General
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated in section 134(3) (m) of the Companies
Act, 2013, and the rules framed there under is attached herewith as Annexure ‘F’
which forms a part of this Report. The Disclosures pertaining to the remuneration and
other details as required under section 197(12) of the Companies Act, 2013 and the rules
made thereunder is enclosed as Annexure ‘G’ which forms a part of this Report.
Pursuant to section 129(3) of the Companies Act, 2013, a statement in form
‘AOC-1’ containing salient features of the Financial Statements of the
Subsidiary Company is attached. Although the audited statements of accounts, relating to
Company’s subsidiary is no longer required to be attached to the Company’s
Annual Report, the same is enclosed for better disclosure practice.
The information relating to top ten employees in terms of remuneration
and employees who were in receipt of remuneration of not less than Rs. 1.02 cores during
the year or
Rs. 8.5 lakhs per month during any part of the year forms a part of
this report and will be provided to any Shareholder on a written request to the Company
Secretary. In terms of Section 136 of the Act, the said report will be available for
inspection of the Members at the registered office of the Company during the business
hours on working day of the Company up to date of Annual General Meeting and through
electronic mode. The Members may write an email to in.investorquery@gsk.com by mentioning
"Request for Inspection" in the subject of the email.
14. Acknowledgments
The Directors expressed their appreciation for the contribution made by
the employees to the significant improvement in the operations of the Company and for the
support received from all other Stakeholders, including Members, Doctors, Medical
Professionals, Customers, Suppliers, Business Partners, and the Government.
The Board and the Management of your Company are indeed appreciative of
the substantial support being received from GSK Plc, the parent organization, in providing
new healthcare solutions which are products of its discovery labs and the technology
improvements which benefits your Company immensely.
On behalf of the Board of Director
|
Ms. R. S. Karnad |
Mumbai, 17 May 2023 |
Chairperson |
+91-9892691696
