Wockhardt Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present the Twenty Third Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2022.

FINANCIAL RESULTS AND HIGHLIGHTS

Particulars Year ended March 31, 2022 Year ended March 31, 2021
Consolidated
Continuing Operations
Total Revenue from Continuing Operations 3,250 2,840
Profit before Depreciation, Finance Cost & Tax from Continuing Operations 318 69
Profit/(Loss) before Tax from Continuing Operations (411) (568)
Tax expense – Credit/(charge) of Continuing Operations 132 271
Profit/(Loss) after Tax before Other Comprehensive Income from Continuing (279) (297)
Operations
Discontinued Operations
Profit/(Loss) from Discontinued Operations before Tax 1,484
Tax expense of Discontinued Operations – (charge)/credit (499)
Profit/(Loss) from Discontinued Operations 985
Profit/(Loss) for the year (279) 688
Total Comprehensive Income (306) 684
Standalone
Continuing Operations
Total Revenue from Continuing Operations 1,410 1,028
Profit before Depreciation, Finance Cost & Tax from Continuing Operations 260 (97)
Profit/(Loss) before Tax from Continuing Operations (184) (623)
Tax expense – Credit/(charge) of Continuing Operations 44 231
Profit/(Loss) after Tax before Other Comprehensive Income from Continuing (140) (392)
Operations
Discontinued Operations
Profit/(Loss) from Discontinued Operations before Tax 1,484
Tax expense of Discontinued Operations - (charge)/credit (499)
Profit/(Loss) from Discontinued Operations 985
Profit/(Loss) for the year (140) 593
Total Comprehensive Income (141) 593

The Consolidated total revenue of the Company for the financial year ended 31st March, 2022 stood at Rs.3,250 crore as compared to Rs.2,894 crore (including revenue from discontinued operations Rs.54 crore) of previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year ended 31st March, 2022 was Rs.298 crore vis-?-vis Rs.(47) crore during previous year. The Total Comprehensive Income for the year stood at Rs.(306) crore vis-?-vis Rs.684 crore of previous year. On a Standalone basis, the Company registered total revenue of Rs.1,410 crore as compared to Rs.1,082 crore (including revenue from discontinued operations Rs.54 crore) of previous year. Total Comprehensive Income for the year stood at Rs.(141) crore vis-?-vis Rs.593 crore of previous year.

STATE OF COMPANY’S AFFAIRS

Financial year 2021-22 has seen some major developments for your Company.

Wockhardt and Jemincare partner for novel respiratory antibiotic Nafithromycin

Wockhardt Bio AG – a subsidiary of Wockhardt Limited, ("Wockhardt") and Jiangxi Jemincare Group Company Limited, China ("Jemincare") have partnered for Wockhardt’s novel patented antibiotic WCK 4873 (INN: Nafithromycin) in People’s Republic of China, Hong Kong, Macau and Taiwan for the treatment of community-acquired bacterial pneumonia and other respiratory tract infections. Under the terms of the definitive agreement, Jemincare will be responsible for exclusive development and commercialization of the Nafithromycin in the select markets. A joint steering committee is formed to oversee development and regulatory activities. Wockhardt will receive an upfront payment and will be eligible for regulatory-linked milestone payments. Further, Wockhardt would supply the product to Jemincare and will receive royalties on net sales. Wockhardt would transfer the manufacturing technology to Jemincare at mutually agreed time.

National Institutes of Health (NIH), USA to conduct human Phase 1 trial of Wockhardt’s novel once-a-day MDR Gram-negative antibiotic WCK 6777

The National Institute of Allergy and Infectious Diseases (NIAID), part of the National Institutes of Health (NIH), United States of America (USA) is supporting a Phase 1 clinical trial of Wockhardt’s novel once-a-day, multidrug-resistant (MDR) Gram-negative targeted antibiotic WCK 6777. The trial will be conducted at NIAID’s Phase I clinical trial units in the USA. NIAID will sponsor the investigational new drug (IND) application for the study. The Food and Drug Administration (USA) has granted a Qualified Infectious Disease Product (QIDP) designation to WCK 6777, which signifies its ability to meet unmet medical need and facilitates faster approval process. Interestingly, WCK 6777 is a combination of zidebactam and ertapenem and, zidebactam has also been combined with cefepime, the combination designated as WCK 5222. WCK 6777 operates through a novel ?-lactam enhancer action that enables it to overcome several clinically challenging resistance mechanisms in Gram-negative pathogens. Once-a-day therapeutic profile of WCK 6777 is expected to cut hospital admissions, facilitate early patient discharge and thus introduce patient-centered care for MDR infections. Through independent preclinical studies, WCK 6777 is shown to be active against several carbapenem-resistant Gram-negative pathogens such as Escherichia coli and Klebsiella, which are often the cause of community as well as hospital infections such as urinary tract infections (UTIs). In USA, UTIs alone accounts for about three million annual hospitalizations and are linked to hospital care cost exceeding 2.8 billion USD1. This trial is being funded in whole or in part under NAIID award number HHSN272201500005I.

Collaboration with Serum Life Sciences UK for manufacturing multiple vaccines in the United Kingdom

CP Pharmaceuticals Limited, a subsidiary of Wockhardt Limited and Serum Life Sciences UK have collaborated for delivering a global vaccine programme (~ 150 mn doses annually). A profit sharing arrangement has been made between the two parties. This collaboration is testament to the excellence and innovation that both parties bring to the global vaccine market. It will be instrumental in building long-term capacity in the UK. With this, your Company seeks to further bolster supply resilience and support the global rollout of vaccines. This deal signifies the role that your Company will now step up to play in the global supply of multiple vaccines protecting citizens against infectious diseases – which may include those used to immunise against COVID-19.

Updates on Research and Development

Your Company’s strategic focus continues to be on Research and Development (‘R&D’). With the Company’s New Chemical Entity (‘NCE’) WCK 6777 getting QIDP designation from the US FDA, Wockhardt became the only Company in the world to hold QIDP Status for six antibiotics. Three of them are targeting Gram-Negative pathogens and the other three are effective against Gram-Positive difficult-to-treat "Superbugs". R&D endeavours in the pharmaceutical business not only have long gestation period but demands heavy investments; accordingly, your Company, year-on-year, continues to invest substantial part of topline on R&D. During the year, R&D expenses stood at Rs.143 crore (4.43% of consolidated revenue) vis-?-vis Rs.172 crore of previous year.

Being a research based Global Pharmaceutical and Biotech Company, your Company has strong focus on developing intellectual property. During the year, the Company has filed 41 patent applications and 40 patents were granted during the year of which 36 patents were for NCEs. Accordingly, as on 31st March, 2022, the Company has cumulatively filed 3,228 patents and holds 803 grants.

During the year, your Company continued its long-term strategic initiatives in value creation through cost containments, fostering culture of cost-consciousness, budgetary controls to improve efficiencies and working capital optimization which gave positive impact.

Current status of QIDP products: Spurring Clinical development of NCEs in different territories:

WCK 5222: An abridged Phase 3 global study protocol finalized in consultation with US FDA EMA and Chinese FDA (NMPA). The study which was expected to commence in second half of 2020 could not be initiated due to COVID-19 pandemic. With pandemic in most part of the world showing receding trend, the study is expected to start in in the second half of 2022.

WCK 4282:. A leading global infectious disease expert opined in 2021 that WCK 4282 has genuine potential to be workhorse antibiotic as a superior replacement to ceftriaxone and piperacillin-tazobactam. After the start of WCK 5222 study, Phase 3 study for WCK 4282 is estimated to commence in December 2022.

WCK 4873: The Phase 3 Study recommenced in February 2022 following the availability of clinical sites previously occupied by COVID patients.

WCK 771 & WCK 2349: Since their launch, both Emrok & Emrok O have been gaining wider clinical acceptability by virtue of them addressing unmet need in the management of serious Gram-positive infections with about 20,000 patients already treated with these novel drugs.

WCK 6777: World’s most prestigious and the largest bio-medical research organization, the National Institutes of Health (NIH, USA) has recognized the clinical significance of WCK 6777 and accordingly selected for the conduct of Phase 1 study. The study will be undertaken at NIH’s Phase 1 clinical trial unit in consultation with two top notch US infectious disease experts Dr Robert Bonomo and Dr Thomas Lodise.

Your Company has strong focus in developing intellectual property and filed 41 patents during the year under review. During the year, 40 patents were granted of which 36 patents were for NCEs. Thus, year after year an impressive success rate for the grant of NCE patents is maintained. As on 31st March, 2022, combined pool of Company’s patent has reached 3,228 filings and 803 grants.

Biotechnology Research of the Company

Development of Biosimilars and Biobetters is our Biotech R&D team’s primary focus area. Biotechnology is viewed by global experts as the pharmaceutical technology of the future, and we have a very strong commitment to this field. Our highly accomplished multidisciplinary team of committed biotechnologists, biochemists, biophysicists, biochemical and chemical engineers as well as protein chemists are poised to develop biological drugs to address unmet clinical needs. Biotechnology R&D team of the Company has succeeded in developing and commercializing Recombinant Hepatitis-B Vaccine (Biovac-B), Recombinant Human Erythropoietin (WEPOX), Recombinant Human Insulin (WOSULIN), Recombinant Insulin Glargine (GLARITUS), which have all been well received in the market.

Your Company has a robust pipeline of recombinant therapeutic proteins for major healthcare needs. Out of these, Recombinant Interferon Alfa 2b and PEGylated G-CSF have already been approved for manufacturing and marketing in India. The overall focus is development and commercialization of antidiabetic Biosimilar products. Other products at different stages of development are: Recombinant Insulin analogues (Insulin Aspart, Insulin Lispro), Recombinant Darbepoetin, GLP-1 agonists etc. Pharmacokinetic and Pharmacodynamic (PK/PD) study for Insulin Aspart has been initiated and is estimated to be completed in FY22-23. E. coli based platform technology for Insulin has started displaying its potential, as revealed by the scale up studies in Project E, promising more than 24 Kg/batch in Project C and a capacity of ~3 tons/year in the existing plant and with DSP up-gradation a capacity of >6 tons/annum is achievable. The platform technology offers opportunity with surmountable challenge to replicate the same for other insulin analogues. E. coli based platform technology for Insulin Aspart has also been successfully scaled up in project E.

Biobetters:

Insulin for insulin resistant/higher BMI diabetic patients:

In-house developed Biobetter Recombinant Human Insulin (200IU/mL): Consegna R and Consegna 30/70, have already been launched in India. With 50% volume reduction per dose, Consegna which promises reduced pain and better compliance has been well received in the market.

Biotechnology team is also developing other Biobetter drugs like combination of insulin and insulin analogues; insulin/insulin analogues and GLP-1 agonist for addressing the patients’ needs, particularly of insulin resistant/higher BMI diabetic patients. Preclinical study for one of the Insulin/Insulin Analogue biobetter drug products is planned to be initiated in 2022.

Vaccines:

During the covid-19 pandemic, your Company successfully transferred non-replicating viral vector based covid-19 vaccine technology and carried out process validation at manufacturing facility. The company also successfully obtained the necessary regulatory approvals for manufacturing and export

COVID 19 Pandemic Impact & Response – Recovery and Road Map Ahead

The second half of 2021 showcased the resilience of the Pharmaceutical Industry with significant outcome of efforts on vaccine development with multiple vaccine approvals. The launch of vaccination in some countries in end 2020 raised hopes of an eventual end to the pandemic. In what was believed as a ray of hope and to have subsided over the fourth quarter of 2021, the financial year started with havoc struck in the form of worst mutation of the Sars-COV-2 virus by way of Delta variant. The first quarter of 2021 saw the unprecedented outbreak of this variant which first got detected in India and spread across 179 countries through November 2021. Economies were forced to go under lockdown to contain the spread which dampened the already bleak economic prospects of revival. The variant proved to be one of the most devastating forms of the list of mutations leading to large number of hospitalizations & deaths and events believed to have deep and cascading impact across the entire economic chain. Industrial and other economic activity, consumption, mobility slowed down as countries braced themselves eventually to prioritize the healthcare infrastructure. Supply disruptions continued to weigh on activity. While on one hand economies were evolving from the onslaught of Delta in H1, H2 prospects continued to be dampened by the more infectious but less lethal Omicron mutation which expanded presence across the globe. However it is noteworthy that vaccination drive peaked across the globe during this period with the most encouraging results and this helped to contain the effects of the virus, its lineages and sub lineages.

Surging infections on account of recurrent mutations continue to disrupt the path to economic recovery and consequently uncertainties still continues. Much remains to be done on the health and economic policy fronts to limit persistent damage from the severe contraction and ensure a sustained recovery. Containment efforts will be of key focus through 2022.

The COVID-19 pandemic has transitioned to a new phase with widespread use of vaccines and improved therapeutics, but the periodic emergence of viral variants and incomplete vaccine rollouts leaves significant uncertainty in the years ahead. The COVID-19 crisis has disrupted the human civilization and gave a herculean task to reshape the world. The entire world realized the gravity of the situation and were left with no alternative but for prolonged quarantine. Your Company had undertaken proactive steps from the inception of the pandemic across all facets of business operations & safety of people. Anticipating the onset of major crisis in time to come and in the best interest of all the internal stakeholders in focus, your Company quickly took decision to roll out work from home (WFH) for its associates as early as third week of March 2020. This Hybrid model continued to operate smoothly through 2021 until H1-22. Your company decided to discontinue the hybrid model and switch gradually to work from office to ensure better co-ordination amongst the teams and improved turnaround w.r.t day to day operations. The decision to reopen the office came to be backed by health safety and well-being initiatives for the employees like regular sanitization, online food delivery and Bus service for the associates. The decision was overwhelmed by most of the employees leading to enthusiasm and improved productivity. As on March end, 100% of the associates are back to office.

CREDIT RATINGS

During the year 2021-22, CARE Ratings Limited (‘CARE Ratings’) has re-afirmed the Company’s ratings for Long-Term Bank Facilities (Fund Based) as "CARE BBB-; Stable" and for short-term Bank Facilities (Non Fund Based) as "CARE A3".

CARE Ratings has also assigned a rating for the Company’s Non-Convertible Debentures issue aggregating to Rs.250 crore as "CARE BBB-; Stable". Further, India Rating & Research Private Limited has reafirmed the Company’s ratings for Long-Term Loan Facilities to "IND BBB-/Stable" and for Short-Term Loan Facilities to "IND A3".

DIVIDEND AND RESERVES

The Board of Directors of your Company do not recommend any dividend on the equity shares of the Company for the year ended 31st March, 2022; and no amount has been transferred to the General Reserve of the Company.

DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy of your Company aims at striking the right balance between the quantum of dividend paid to its shareholders and the amount of profits retained for its business requirements, present and future. The intent of the Policy is to broadly specify various external and internal factors that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

The Policy is available on the website of the Company, weblink thereto is http://www.wockhardt.com/files/dividend-distribution-policy.pdf

SHARE CAPITAL

During the year, the Company has allotted 34,350 equity shares of Rs.5 each against exercise of Stock Options granted under Wockhardt Employees‘ Stock Option Scheme – 2011 (‘the Scheme’).

During the year under review, your Company has also issued and allotted 3,32,44,650 Equity Shares of the face value of Rs.5 each for cash at a price of Rs.225 per Equity Share (including premium of Rs.220 per Share) aggregating to Rs.7,48,00,46,250 pursuant to a Rights Issue of shares in the ratio of 3 (Three) Rights Equity Share for every 10 (Ten) fully paid-up Equity Share of the Company, held by the eligible Equity Shareholders on the Record Date i.e. 9th March, 2022. The Rights Issue opened on 15th March, 2022 and closed on 22nd March, 2022. The Rights offering by your Company received a very satisfactory response, as seen by strong participation from shareholders and investors, and was fully subscribed. The Company received the approval from Stock Exchanges for listing on 29th March, 2022 and trading of Rights Equity Shares on 30th March, 2022. Consequent to the allotment of shares pursuant to the Scheme and Rights Issue, the issued, subscribed and paid-up Equity Share Capital of the Company stands increased from Rs.55,39,05,765 to Rs.72,03,00,765 comprising 14,40,60,153 Equity Shares of the face value of Rs.5 each, fully paid-up during the year under review.

There were no issue of equity shares with differential voting rights or sweat equity shares during the year 2021-22. The Company does not have any scheme to fund its employees to purchase the shares of the Company. Further, no shares have been issued to employees of the Company except under the Scheme mentioned above.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, each of the Independent Directors have furnished ‘Declaration of Independence’ stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (‘the Act’) and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and there has been no change in the circumstances which may affect their status as Independent Director during the year. Independent Directors have also submitted declaration that they have registered themselves on the online data bank of Indian Institute of Corporate Affairs (IICA) in accordance with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019. In terms of the provision of Section 152 of the Act, Mr. Murtaza Khorakiwala (DIN: 00102650), Managing Director retires by rotation as Director at the ensuing AGM and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and the Board recommends his re-appointment.

During the year under review, Mr. Manas Datta ceased to be the Chief Financial Officer of the Company with effect from 2nd September, 2021. Based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors of the Company at its Meeting held on 27th January, 2022 appointed Mr. Deepak Madnani as the acting Chief Financial Officer of the Company effective 1st March, 2022. Subsequently, during the current year, Mr. Pramod Gupta has been appointed as the Chief Financial Officer and Key Managerial Personnel with effect from 4th April, 2022 at the meeting of Board of Directors and on recommendation of Nomination and Remuneration Committee and Audit Committee consequently Mr. Deepak Mandnani relinquished his temporary additional responsibilities as the Chief Financial Officer of the Company.

During the year under review, Mr. Gajanand Sahu who was appointed as Company Secretary and Compliance Officer for an interim period, with effect from 12th May, 2020, relinquished his responsibilities as the Company Secretary and Compliance Officer of the Company with effect from 22nd July, 2021 and based on recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Debashis Dey as Company Secretary and Compliance Officer of the Company in his place. The Board places on record its appreciation for the contribution made by Mr. Manas Datta and Mr. Gajanand Sahu, during their tenure as the Chief Financial Officer and interim Company Secretary respectively.

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Murtaza Khorakiwala, Managing Director, Mr. Deepak Madnani, acting Chief Financial Officer and Mr. Debashis Dey, Company Secretary & Compliance Officer were the Key Managerial Personnel (‘KMP’) of your Company as on 31st March 2022.

None of the directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

MEETINGS

During the financial year 2021-22, 6 (six) meetings of the Board of Directors and 4 (four) meetings of the Audit Committee were held. Details of these meetings and other Committees of the Board/General Meeting are given in the Report on Corporate Governance forming part of this Annual Report.

AUDIT COMMITTEE

Presently, the Audit Committee comprises of Mr. Aman Mehta as Chairperson and Mr. Davinder Singh Brar, Dr. Sanjaya Baru, Mrs. Tasneem Mehta, Mr. Vinesh Kumar Jairath and Mr. Akhilesh Gupta as its Members.

All the Members of the Committee are Independent Directors and recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. Further, the Committee has carried out the role assigned to it. Other details about the Audit Committee and other Committees of the Board are provided in the Report on Corporate Governance forming part of this Annual Report.

STATUTORY AUDITORS AND AUDITORS’ REPORT

M/s. B S R & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the Annual General Meeting (‘AGM’) of the Company held on 14th August, 2019 for a term of five years i.e. till the conclusion of the 25th AGM (to be held during calendar year 2024).

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements forms part of this Annual Report. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and as recommended by the Audit Committee, the Board of Directors of the Company appointed M/s. Kirit Mehta & Co., Cost Accountants as the Cost Auditors to conduct the Cost Audit of the Company for the financial year 2022-23. The Company has received consent from M/s. Kirit Mehta & Co. to act as Cost Auditors. Further, pursuant to the aforesaid provisions of the Act, the remuneration payable to M/s. Kirit Mehta & Co. for conducting the cost audit of the Company for the financial year ending on 31st March, 2023 needs to be rati ed by the Members of the Company. Accordingly resolution for the said rati cation is being placed for approval of Members of the Company at the ensuing AGM. The Cost Auditors’ Report for the financial year ended 31st March, 2021 does not contain any qualification, reservation and adverse remark, and the same was duly filed with the Ministry of Corporate Affairs within the due date.

SECRETARIAL AUDIT AND COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of your Company had appointed Mr. Virendra Bhatt, Practising Company Secretary as the Secretarial Auditors to conduct Secretarial Audit of the Company for the year ended 31st March, 2022. The Secretarial Audit Report issued by Mr. Virendra Bhatt does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as Annexure I to this Report.

During the year, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

(a) in the preparation of Annual Accounts for the year ended 31st March, 2022, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(b) such Accounting Policies as mentioned in the Notes to the Financial Statements for the year ended 31st March, 2022 have been selected and applied consistently and judgments and estimates have been made 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 and of the loss of the Company for the year ended 31st March, 2022;

(c) pr oper and sufficient care has been taken 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;

(d) the Annual Accounts for the year ended 31st March, 2022 have been prepared on a going concern basis;

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

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

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013, copy of the Annual Return of the Company for the year ended 31st March, 2022 is available at www.wockhardt.com.

EMPLOYEE STOCK OPTIONS

Pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable laws, if any, the required disclosures as on 31st March, 2022 are annexed as Annexure II to this Report.

During the year under review, there were no changes in the Employee Stock Option Scheme and the same is in compliance with the said Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, ‘CSR Policy’ as recommended by the CSR Committee and approved by the Board is uploaded on the website of the Company www.wockhardt.com.

The average Net Profit of the Company for the immediately preceding 3 financial years calculated as per Section 198 of the Companies Act, 2013 was negative. Hence, no amount was required to be spent on CSR activities during the financial year 2021-22. However, considering the pandemic situation and as a continuing corporate governance practice, the Company contributed Rs.0.78 crore to Wockhardt Foundation, the CSR arm of the Company, for spending on CSR activities in the areas of healthcare, education etc. The details on CSR activities as required under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed as Annexure III to this Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel.

The appointment of Directors and KMP is made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (‘NRC’). The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances, and follows applicable requirements as prescribed under the Companies Act, 2013. Approval of shareholders for payment of remuneration to Whole-time Directors is sought as and when required or applicable.

The remuneration of Non-Executive Directors comprises of sitting fees & commission, if any, in accordance with the provisions of Companies Act, 2013; and reimbursement of expenses incurred in connection with attending the Board meetings, Committee meetings, General meetings and in relation to the business of the Company. During the year under review, the Company has not paid any commission to the Non-Executive Directors.

A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on Corporate Governance forming part of this Annual Report. Further, the Policy is also available on the website of the Company and can be accessed using the web link http://www.wockhardt.com/pdfs/wl-remuneration-policy.pdf NRC have also formulated criteria for determining qualifications, positive attributes and independence of a Director and the same has been provided in the Report on Corporate Governance forming part of this Annual Report.

PERFORMANCE EVALUATION OF DIRECTORS

The Nomination and Remuneration Committee of the Board of Directors of the Company has laid down criteria for performance evaluation of the Board of Directors including Independent Directors. Pursuant to the requirement of the Companies Act, 2013, the SEBI Listing Regulations and considering criteria specified in the SEBI Guidance Note on Board Evaluation, the Board has carried out the annual performance evaluation of entire Board, Committee and all the Directors based on the parameters as detailed in the Report on Corporate Governance forming part of this Annual Report. The parameters of performance evaluation were circulated to the Directors in the form of questionnaire.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well defined policies, guidelines, Standard Operating Procedures (‘SOPs’), authorization and approval procedures and technology intensive processes. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

M/s. Ernst and Young, during the year, reviewed self-assessment tool on adequacy of Internal Financial Control (‘IFC’) process of the Company in accordance with the requirement of the Companies Act, 2013. There were no material observations noted in this review.

The Company, during the year, continued with its past practice of a co-sourced model for internal audit. The Company’s internal audit team is assisted by M/s. Ernst and Young who carry out internal audit reviews in accordance with the approved internal audit plan. Internal audit team reviews the status of implementation of internal audit recommendations. Summary of critical observations, if any and recommendations under implementation are reported to the Audit Committee.

During the year under review, there were no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. During the year under review, the Risk Management Committee was reconstituted due to cessation of Mr. Manas Gupta as Chief Financial Officer of the Company, who was a member of the Committee. Presently the Risk Management Committee comprises of Dr. Habil F. Khorakiwala as Chairman and Mr. Davinder Singh Brar, Independent Director, Dr. Murtaza Khorakiwala, Managing Director as its members. During the financial year under review, the Risk Management Committee met once and the details of these meetings are given in the Report on Corporate Governance forming part of this Annual Report.

Enterprise Risk Management (ERM) framework encompasses practices relating to the identification, analysis, evaluation, mitigation and monitoring of the strategic, external and operational controls risks in achieving key business objectives. The Company identifies and tries to mitigate risks that matter on an ongoing basis. Risk Management Policy approved by the Board is in place. Risk management is embedded in the strategic business decision making.

Strategic Risks comprises of risks inherent to Pharmaceutical Industry and competitiveness, Company’s choices of target markets, business models and talent base. Your Company periodically assesses risks in new initiatives, the impact of strategy on financial performance, competitive landscape, growth models and attracting and retaining talented workforce.

External Risks arising out of uncontrollable factors in the external environment due to various developments, especially the unprecedented COVID-19 pandemic, in the regulatory environment in which your Company operates, unfavourable trends in the macroeconomic environment including currency fluctuations, Country specific risks, economic and political environment, technology disruptions etc. are actively assessed to take appropriate risk mitigation measures. Operational controls risks encompasses risks of disruptions to supply chain, manufacturing operations due to the COVID-19 pandemic, non-compliance to policies, information security, data privacy, intellectual property, individuals engaging in unlawful or fraudulent activity or breaches of contractual obligations that could typically result in penalties, financial loss, litigation and loss of reputation; are reviewed on an ongoing basis.

The current key risk of the Company relates to regulatory risk on overseas operations and business. This is arising out of regulatory audits at Company’s manufacturing locations, which is being adequately addressed through strengthening of current processes and controls by Company’s internal quality assurance and manufacturing teams and through the help of reputed external consultants. There are no risks, which in the opinion of the Board, threaten the existence of your Company. Other details about Risk Management have also been elaborated in the Report on Corporate Governance forming part of this Annual Report.

INSURANCE

All properties and insurable interests of the Company including buildings, plant & machinery and stocks have been adequately insured.

GREEN INITIATIVE

Your Company has undertaken various green initiatives to preserve environment, which includes energy saving, water conservation and usage of electronic mode in internal processes & control, statutory and other requirement. In the same spirit, shareholders are also requested to register their e-mail IDs with the Depositories/ RTA/ Company, as the case may be, for receiving all communication from the Company electronically.

POLICIES

For better conduct of operations and in compliance with the applicable regulatory requirements, your Company has framed and adopted certain policies. In addition to the Company’s Code of Business Conduct and Ethics, key policies/code that have been adopted by the Company are as follows:

Name of the Policy Brief Description Web Link
Policy for determining Materiality of Events This policy aims to determine Materiality of events/ information. http://www.wockhardt.com/files/policy- determining-materiality-of-events.pdf
Archival Policy The policy deals with archival of the Company’s records and documents. http://www.wockhardt.com/files/archival- policy.pdf
Policy for determining Material Subsidiaries The policy determines the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. http://www.wockhardt.com/files/pms- 31122.pdf
Policy on Materiality of and Dealing with Related Party Transactions The policy regulates all transactions between the Company and its’ related parties. http://www.wockhardt.com/files/prt- 31122.pdf
Vigil Mechanism / Whistle Blower Policy The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s code of conduct. http://www.wockhardt.com/files/whistle- blower-policy-04-03-20.pdf
Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive The Code determines principles for fair disclosure of Unpublished Price Sensitive Information. http://www.wockhardt.com/files/code-of- fair-disclosur-of-upsi-2-4-19.pdf
Information
Corporate Social Responsibility Policy The policy outlines the Company’s strategy to bring about a positive impact on society through programs relating to education, healthcare, environment etc. http://www.wockhardt.com/pdfs/csr-policy. pdf
Remuneration Policy This policy formulates the criteria for determining qualification, competencies, positive attributes and independence for the appointment of directors and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees. http://www.wockhardt.com/pdfs/wl- remuneration-policy.pdf
Dividend Distribution Policy The policy determines the parameters/ basis for declaration of dividend. http://www.wockhardt.com/files/dividend- distribution-policy.pdf
Policy on Preservation of Records The policy deals with periodicity of retention of the Company records and documents. Available on internal portal
Risk Management Policy The Policy is intended to institutionalize the risk management framework of the Company which includes identification, review and reporting of material risks.
Forex Risk Management Policy The policy defines, identify, measure, manage, mitigate and review potential risks pertaining to fluctuations in Foreign Exchange.
Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons The policy provides the framework in dealing with securities of the Company by designated persons.
Policy for Inquiry in case of Leak/ Suspected Leak of The Policy is intended to set procedure to conduct inquiry in case of leak or suspected leak of UPSI in violation of SEBI
Unpublished Price Sensitive Information (‘UPSI’) (Prohibition of Insider Trading) Regulations, 2015, and Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons.
Anti-bribery and Anti-corruption Policy The policy provides for prevention, deterrence and detection of fraud, bribery and other corrupt business practices in order to conduct the business activities with honesty, integrity with highest possible ethical standards.
Human Right Policy Policy aims at social & economic dignity and freedom, regardless of nationality, ethnicity, gender, race, economic status or religion. Also focuses to uphold international human rights standards.
Stakeholder Engagement Policy Policy aims to create a sustainable environment that involves relevant Stakeholders, who may be affected by or can influence organisation’s decisions.
Policy on Safety, Health and Environment The policy provides the provision of a safe and healthy work place for every employee and care for the environment to make the world a better place to live in.
Acceptable usage Policy for IT System The policy outlines the acceptable use of computing equipment and information security awareness.
HR Policy Handbook This encompasses work timings, Leave Policy, No Smoking in Company Premises, Employee Benefit related guidelines, Policy on prevention of Sexual Harassment at work place, etc.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, investments and guarantees are provided under Note 6 and Note 34 in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2021-22, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arm’s length basis. No transaction with any related party was in conflict with the interest of the Company.

The Company did not enter into any related party transaction directly with its Key Managerial Personnel or their relatives. The details of related party transaction are provided under Note 41 in the Notes to the Financial Statements.

The particulars of contracts/ arrangements with related parties in Form AOC-2 is annexed as Annexure IV to this Report.

VIGIL MECHANISM

Pursuant to the requirements laid down under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has well laid down Vigil Mechanism. The details of the same are provided in the Report on Corporate Governance forming part of this Annual Report. During the year, the Company did not receive any complaint under Vigil Mechanism.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this report as Annexure V.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, which includes the name of top 10 employees in terms of remuneration drawn forms part of this Report. Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the Board’s Report is being sent to the Shareholders of the Company excluding the said statement. Any shareholder interested in inspection or obtaining a copy of the statement may write to the Company Secretary and the same will be furnished on request.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure VI to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

As on 31st March, 2022 the Company has total 33 Subsidiaries. Presently the Company does not have any joint venture or associate company.

There were no companies which ceased to be Subsidiaries of the Company during the financial year under review.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Subsidiaries of the Company is provided in Form AOC-1 annexed as Annexure VII to this Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of your Company for the financial year 2021-22 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Accounting Standards and provisions of the SEBI Listing Regulations.

A copy of the Audited Financial Statements of the Subsidiaries shall be made available for inspection at the Registered Office of the Company during business hours. The Audited Financial Statement of the Company including Consolidated Financial Statement and Financial Statements of its Subsidiaries are also available on the website of the Company. Any Shareholder interested in obtaining a copy of the separate Financial Statement of the Subsidiary(ies) can make specific request in writing to the Company Secretary and the same will be furnished on request.

DEPOSITS

During the year under review, your Company has not accepted any Deposits under Chapter V of the Companies Act, 2013 and as such no amount on account of Principal or Interest on Deposits from Public was outstanding as on 31st March, 2022.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its Associates that is free from sexual harassment. Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("Act"), the Company has constituted Internal Committees (IC) across all the locations which are responsible for redressal of complaints related to sexual harassment at respective locations. The Company arranged various interactive awareness workshops in this regard for the Associates at all the manufacturing sites and Corporate Office during the year under review. During the year 2021-22, the Company has not received any Complaints on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

There are no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and operations of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS OCCURRED AFTER THE END OF FINANCIAL YEAR

There are no material changes and commitments between the end of the financial year of the Company and as on the date of this report which can affect the financial position of the Company.

BUSINESS RESPONSIBILITY REPORT

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report forms part of this Annual Report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Corporate Governance along with a Certificate from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report, forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on records their sincere appreciation and acknowledge the dedication and contribution made by the employees of the Company at all levels. Your Directors wish to place on record their appreciation to all the Stakeholders of the Company viz. customers, members of medical profession, investors, banks, regulators for their unwavering support during the year under review.

For and on behalf of the Board of Directors
Dr. Habil F. Khorakiwala
Chairman
DIN: 00045608
Place : Mumbai
Date : 30th May, 2022