About
Cipla Ltd
Cipla Ltd is one of the leading pharmaceutical companies in India. The Company is in the business of manufacturing, developing, and marketing wide range of branded and generic formulations and Active Pharmaceutical Ingredients (APIs). Cipla's product portfolio spans complex generics as well as drugs in the respiratory, anti-retroviral, urology, cardiology, anti-infective, CNS, and various other key therapeutic segments. With a rich portfolio, it is deepening presence in the home markets of India, as well as South Africa, North America, and other key regulated and emerging markets. Its 47 manufacturing sites around the world produce more than 50 dosage forms and over 1,500 products across wide range of therapeutic categories.
Cipla Ltd was incorporated in the year 1935 with the name Chemical, Industrial & Pharmaceutical Laboratories Ltd. Khwaja Abdul Hamied, the founder of Cipla gave the company all his patent and proprietary formulas for several drugs and medicines, without charging any royalty. On August 17, 1935, Cipla was registered as a public limited company with an authorized capital of Rs 6 lakh. From its first manufacturing unit at Bombay Central in 1936, Cipla now has over 40 state-of-the art manufacturing facilities across the globe including India, USA, China and South Africa.
In the year 1941, as the Second World War cuts off drug supplies, the company starts producing fine chemicals, dedicating all its facilities for the war effort. In the year 1952, the company set up first research division for attaining self-sufficiency in technological development. In the year 1960, they started operations at second plant at Vikhroli, Mumbai, producing fine chemicals with special emphasis on natural products.
In the year 1968, the company manufactured ampicillin for the first time in the country. In the year 1972, the company started Agricultural Research Division at Bangalore, for scientific cultivation of medicinal plants. In the year 1976, they launched medicinal aerosols for asthma. In the year 1980, the company won Chemexcil Award for Excellence for exports.
In the year 1982, the company started operations in their fourth factory at Patalganga, Maharashtra. In the year 1984, they developed anti-cancer drugs, vinblastine and vincristine in collaboration with the National Chemical Laboratory, Pune. Also, they won Sir P C Ray Award for developing in-house technology for indigenous manufacture of a number of basic drugs. In the year 1985, US FDA approved the company's bulk drug manufacturing facilities. In the year 1988, they won National Award for Successful Commercialisation of Publicly Funded R&D.
In the year 1991, the company launched etoposide, a breakthrough in cancer chemotherapy, in association with Indian Institute of Chemical Technology. Also, they manufactured antiretroviral drug, zidovudine, in technological collaboration with Indian Institute of Chemical Technology, Hyderabad.
In the year 1994, the company commenced commercial operations in their fifth factory at Kurkumbh, Maharashtra. In the year 1997, they launched transparent Rotahaler, the world's first such dry powder inhaler device. In the year 1998, they launched lamivudine. The company becomes one of the few companies in the world to offer all three component drugs of retroviral combination therapy.
In the year 1999, the company launched Nevirapine, antiretroviral drug, used to prevent the transmission of AIDS from mother to child. In the year 2000, the company became the first company, outside the USA and Europe to launch CFC-free inhalers - ten years before the deadline to phase out use of CFC in medicinal products.
In the year 2002, the company set up four state-of-the-art manufacturing facilities in Goa. In the year 2003, they launched TIOVA (Tiotropium bromide), a novel inhaled, long-acting anticholinergic bronchodilator that is employed as a once-daily maintenance treatment for patients with chronic obstructive pulmonary disease (COPD). Also, they commissioned second phase of manufacturing operations at Goa.
In the year 2005, the company set up state-of-the-art facility for manufacture of formulations at Baddi, Himachal Pradesh. In the year 2007, they set up state-of-the-art facility for manufacture of formulations at Sikkim. In February 2007, the company entered into a development and supply agreement with Drugs for Neglected Diseases Initiative (DNDi), a global non-profit organization, for a new anti-malarial combination drug as a global initiative.
During the year 2009-10, the company sold their intellectual property rights and technical know-how of 'i-pill', an emergency contraceptive brand, to Piramal Healthcare Ltd, for the territory of India, at an aggregate consideration of Rs 95 crore. Also, they entered into a strategic alliance with Stempeutics Research Pvt. Ltd., promoted by the Manipal Group, for the marketing rights of stem-cell-based products being developed by Stempeutics. Cipla is sponsoring up to Rs.50 crore, in the initial phase, for research and development of these products.
In April 2010, the company commenced commercial production of pharmaceutical formulations at the Special Economic Zone (SEZ) project, at Indore, Madhya Pradesh. This project includes facilities for the manufacture of aerosols, respules, liquid orals, pre-filled syringes (PFS), nasal sprays, large volume parenterals (LVP), eye drops, tablets and capsules. The total investment for this project is about Rs 900 crore.
In May 2010, the company acquired an undertaking for Rs 30.64 crore, by way of a slump sale arrangement. The undertaking has a manufacturing facility, approved by US FDA and WHO, for APIs and intermediates. It is located at Kurkumbh (Pune district). Also, the company set up a wholly-owned subsidiary, 'Cipla Singapore Pte Ltd', in Singapore to aid logistics and distribution of the company's export business.
In May 2010, the company acquired 100% shareholding of a company for Rs 51.38 crore. This company has a state-of-the-art formulations manufacturing facility at Sikkim with capabilities to manufacture tablets, capsules, oral liquids, injections, dry syrup and ointments/creams.
During the year 2010-11, the company introduced a number of new drugs and formulations, such as Entavir (entecavir tablets), an antiviral for hepatitis B; Febucip (febuxostat tablets), a drug for gout; Flosoft (fluorometholone acetate ophthalmic suspension), a topical steroid for eye inflammation; Foracort (formoterol and budesonide autohaler), an asthma controller therapy in a new easy-to-use breath actuated inhaler; Furamist AZ (fluticasone furoate and azelastine hydrochloride nasal spray), a nasal spray for allergic rhinitis, and Montair FX (montelukast and fexofenadine tablets), an antiallergic combination for rhinitis.
During the year, Cipla (Mauritius) Ltd, Cipla (UK) Ltd, Cipla-Oz Pty Ltd, Four M Propack Pvt Ltd, Goldencross Pharma Pvt Ltd, Medispray Laboratories Pvt Ltd, Meditab Holdings Ltd, Meditab Pharmaceuticals South Africa (Pty) Ltd, Meditab Specialities New Zealand Ltd, Meditab Specialities Pvt Ltd, Sitec Labs Pvt Ltd and STD Chemicals Ltd.
The company is setting up API facilities at Bengaluru and Kurkumbh. They are also upgrading the API facilities at Patalganga. The total investment for these projects is about Rs 400 crore. The company proposes to subscribe to the share capital of two biotechnology companies, located in India and Hong Kong, to obtain a 40 per cent and a 25 per cent share, respectively. The total investment will be about USD 65 million, in a phased manner, for setting up state-of-the-art facilities for biosimilar products in Goa and China.
On 3 May 2012, Cipla announced a major price reduction in selected cancer drugs.
On 21st July 2012, Cipla announced collaboration with Drugs for Neglected Diseases initiative (DNDi), a not-for-profit research and development (R&D) organization, to develop and produce an improved first-line antiretroviral (ARV) combination therapy specifically adapted to meet the treatment needs of infants and toddlers living with HIV/AIDS.
On 14 August 2012, Cipla announced the launch of Qvir', a novel 4 drug kit priced at Rs 158 for treating HIV/AIDS.
On 8 November 2012, Cipla announced a major price reduction on select anti-cancer drugs.
On 27 February 2013, Cipla announced an offer to the shareholders of Cipla Medpro South Africa Ltd. (Medpro) to acquire 100% of the ordinary share capital of Medpro for ZAR 10.0 per share via a scheme of arrangement. The Board of Directors of Medpro unanimously resolved to support and facilitate Cipla's offer and recommended to Medpro shareholders that they vote in favour of all resolutions required to implement the scheme of arrangement. Cipla Medpro South Africa is a leading provider of chronic medicines to the public and private sectors. On 16 July 2013, Cipla announced that it had completed the acquisition of 100% of the issued shares of Cipla Medpro South Africa Ltd. for an aggregate consideration of ZAR 4507mn (Rs 2707 crore).
On 17 April 2013, Cipla announced the launch of the first biosimilar of Etanercept in India for the treatment of rheumatic disorders.
On 20 February 2014, Cipla and MSD announced the formation of an India-specific strategic partnership whereby Cipla will have a non-exclusive license to market, promote and distribute MSD's raltegravir 400mg tablet, under a different brand name in India. The drug is used for the treatment of HIV-1 infection in adult patients as part of combination HIV therapy.
On 12 May 2014, Cipla through its wholly owned subsidiary, Cipla (EU) Limited announced $21 million two-phase investment in Chase Pharmaceuticals Corporation Inc., US (Chase) to support Alzheimer's disease drug development.
On 19 June 2014, Cipla announced that it has collaborated with Hetero to launch a biosimilar of the drug Darbepoetin alfa' under the brand name Actorise'. The product is indicated for the treatment of anaemia caused due to chronic kidney disease.
On 7 July 2014, Cipla announced its intention to make investments of up to 100 million in its UK subsidiary over the next few years. The investment will fund the launch of a range of drugs in the areas of respiratory, oncology and antiretroviral medicines as well as research and development, clinical trials and further expansion internationally and in the UK.
In its bid to enter the markets of Czech Republic and Slovaki, Cipla on 8 September 2014 announced commercial collaboration with UK-based S&D Pharma.
On 15 September 2014, Cipla announced that it had signed a non-exclusive licensing agreement with Gilead Sciences, Inc. for manufacturing and distribution of Sofosbuvir mono, Ledipasvir mono, the fixed-dose combination of Ledipasvir/Sofosbuvir with each other and the combination of Sofosbuvir or Ledipasvir with other active substances, for the treatment of hepatitis C.
On 18 September 2014, Cipla announced that it has granted Salix Pharmaceuticals, Inc., a US-based speciality pharmaceutical company, exclusive rights under certain patent applications in the Rifaximin Complexes' patent family controlled by Cipla. The grant is on a worldwide basis, excluding the countries of Asia (other than Japan) and Africa.
On 8 October 2014, Medpro Pharmaceutica (Pty) Ltd - a subsidiary company of Cipla Medpro announced that it had entered into sales and distribution arrangement with Teva Pharmaceuticals (Pty) Ltd, an affiliate of Teva Pharmaceutical Industries Ltd (Teva) - the largest generic pharmaceutical manufacturer in the world for the territory of South Africa. As per the tie-up, Cipla Medpro, a 100% subsidiary of Cipla Limited, will exclusively market Teva's broad pharmaceutical product portfolio in South Africa.
On 9 February 2015, Cipla announced that its wholly owned subsidiary, Cipla (EU) Limited, U.K. has entered into a joint venture (JV) agreement with Cipla's existing business partners in Morocco - Societe Marocaine De Cooperation Pharmaceutique (Cooper Pharma) and The Pharmaceutical Institute (PHI). This JV is aimed at strengthening Cipla's presence in Morocco, which is in-line with its global growth strategy to build front-end presence in key markets.
On 13 February 2015, Cipla announced that it has been awarded USD 188.95 million of Global Fund ARV Tender for anti-retrovirals drugs. The Global Fund is a 21st- century partnership designed to accelerate the end of AIDS, tuberculosis and malaria as epidemics.
On 21 July 2015, Cipla announced that its board of directors approved an investment by Fidelity Growth Partners India and US-based Fidelity Biosciences, through FIL Capital Investments (Mauritius) II Limited or its affiliates, in its newly launched consumer healthcare business which is under incorporation.
On 4 September, 2015, Cipla announced that its UK arm, Cipla EU has entered into definitive agreements to acquire two US-based companies, InvaGen Pharmaceuticals Inc., and Exelan Pharmaceuticals Inc for $550 million in an all cash transaction. InvaGen Pharmaceuticals is a leading generic pharmaceutical company in the US. Exelan Pharmaceuticals is a privately held sales and marketing company, with a focus on generic pharmaceuticals for the government and institutional market in the US. On 18 February 2016, Cipla announced that its UK arm, Cipla (EU) Limited had successfully completed the acquisition of InvaGen Pharmaceuticals Inc., and Exelan Pharmaceuticals Inc. The acquisition was made by Cipla (EU) Limited through a wholly owned special purpose vehicle which would merge into InvaGen Pharmaceuticals Inc. after the acquisition.
On 8 October 2015, Cipla announced that its South African subsidiary Cipla Medpro (Pty) Ltd. entered into an exclusive agreement with the world's largest vaccine manufacturer, Serum Institute of India (SII) to provide vaccines in South Africa.
On 29 October 2015, Cipla announced that it had entered into a definitive agreement to sell its entire 25% stake in Biomab Holding Limited, Hong Kong (BHL) to Biomab Brilliant Limited, British Virgin Islands which holds the remaining 75% stake in BHL, for a total consideration of USD 25,775,000. Biomab Holding Limited is focused on developing Biosimilars for the Chinese market.
On 21 December 2015, Cipla announced the launch of generic drug Ledipasvir-Sofosbuvir in India under the brand name Hepcvir-L. Hepcvir-L is the first once-a-day, fixed-dose oral combination therapy that has been approved for chronic hepatitis C genotype 1 patients.
On 6 January 2016, BioQ Pharma Incorporated, a specialty pharmaceutical company focused on the development and commercialization of single-use, large-volume ready-to-use infusible pharmaceuticals, and Cipla announced the signing of a strategic distribution, supply and development agreement for the registration and commercialization of BioQ Pharma's Ropivacaine infusion pharmaceutical in India.
On 12 October 2016, Cipla announced that it has received Establishment Inspection Report (EIR) from the US FDA for its Indore facility, indicating formal closure of the US FDA inspection conducted in July/August, 2015.
On 23 November 2016, Cipla announced that Chase Pharmaceuticals Corporation, a Delaware based corporation (Chase) in which Cipla Limited's UK arm, Cipla (EU) Limited (Cipla UK) has 16.7% stake, has been acquired by a subsidiary of Allergan, plc. Allergan agreed to pay $125 million upfront plus potential regulatory and commercial milestones of up to $875 million to the shareholders of Chase. Cipla UK acquired a minority stake in Chase in May 2014 via a syndicated venture investment.
On 17 February 2017, Cipla announced the launch of adult Hepatitis B vaccine in India. Under a co-exclusive agreement with Serum Institute of India Private Limited (SII), Cipla will market the vaccine for adults while SII will market it for adults and children.
On 4 March 2017, Cipla announced that it had entered into agreements, through its Wholly Owned Subsidiary Inyanga Trading 386 Proprietary Limited (Inyanga), with the group companies of Ascendis Health Limited, South Africa for divesting its animal health business in South Africa and Sub-Saharan Africa.
On 6 April 2017, Cipla announced that its wholly owned subsidiary in USA Cipla USA Inc. signed a worldwide licensing agreement (except for East Asia) with MEDRx Company Limited (MEDRx) to further develop and commercialize MRX-4TZT, a Tizanidine patch for the management of Spasticity.
On 30 November 2017, Cipla announced that it had received an approval for its product Q-TIB from World Health Organisation (WHO). Q-TIB is a novel fixed dose combination in a single tablet. This is the first time that such a combination has been made available in the world.
During FY18, Anmarat (Pty) Limited was acquired in South Africa as a part of strategy to strengthen OTC portfolio and Cipla Technologies LLC was incorporated in USA to build speciality product portfolio for Cipla.
During FY18, two non-operating companies viz., Meditab Specialities New Zealand Ltd and Cipla Pharma Nigeria Ltd were deregistered. As a part of strategy, the Company has divested its entire stake in Cipla Croatia d.o.o., Croatia, Al Jabal For Drugs And Medical Appliances Company Ltd, Yemen, Cipla Agrimed Proprietary Ltd and Cipla Vet Proprietary Ltd., in South Africa.
As on 31st March, 2018, it has 49 subsidiaries and 1 associate.
During the FY18,the company invested Rs 816 crore on capital expenditure, over Rs 300 crore lower than the previous year.
During the FY19, Madison Pharmaceuticals Inc. was incorporated in USA and Cipla Gulf FZ- LLC in Dubai for strengthening its business operations. In South Africa, Mirren (Pty) Limited was acquired as a part of strategy to strengthen its OTC portfolio. In USA, 33.3% stake was acquired in Avenue Therapeutics Inc. for building specialty business in USA. The Company's wholly owned subsidiary Goldencross Pharma Private Limited acquired minority stake i.e. 11.71% in Wellthy Therapeutics Private Limited.
During the 2018-19, 4 non-operating subsidiaries viz. Xeragen Laboratories (Pty) Limited, Galilee Marketing (Pty) Ltd, Med Man Care (Pty) Ltd in South Africa and Cipla FZE in Dubai were liquidated.
The company had 48 subsidiaries and 2 associates as on 31st March, 2019.
During the FY2019, the Company invested Rs 504 crore in capital expenditure (net off sales proceeds), which is lower by Rs 200 crore from the previous year.
During the FY2020, Incorporation of Cipla Pharmaceuticals Limited in India for setting up facilities for DPI dosage and for further expansion of MDI and FFS Respule Dosage, Cipla (Colombia) SAS in Colombia and Cipla (China) Pharmaceutical Co. Limited in China for strengthening its business portfolio in foreign markets. Also incorporation of Cipla (Jiangsu) Pharmaceutical Co, Limited as Joint venture between Cipla (EU) Limited and Jiangsu Acebright Pharmaceutical Co. Limited for exploring business opportunities and manufacture of pharmaceutical products in China.
The company also acquired the remaining 40% stake in Cipla Pharma Lanka Private Limited (CPL) by Cipla (EU) Limited, to further strengthen its presence in Sri Lanka. Upon acquisition CPL has become a wholly owned subsidiary of Cipla (EU) Limited. Also acquired 30% stake in Brandmed (Pty) Limited by Cipla Medpro South Africa (Pty) Limited to enhance its diversified portfolio in the noncommunicable diseases area.
The company also acquired 26% stake in AMPSolar Power Systems Private Limited to enhance the proportion of renewable (solar) based power consumption, and to comply with regulatory requirement for captive power consumption under electricity laws. The company also liquidated Tasfiye Halinde Cipla ila Ticaret Anonim Sirketi, Turkey.
The company had 51 subsidiaries and 4 associates as on 31st March, 2020.
Cipla won the Digital Supply Chain Enterprise Award' at the 9th edition of the Manufacturing Supply Chain Awards 2020.
During the FY2021, The Group has divested its stake in two of its subsidiaries namely Quality Chemical Limited (Group share - 51.18%) and Anmarat Proprietary Limited (wholly owned subsidiary).
The Board in its meeting held on 29th January, 2021 has approved a draft scheme of arrangement (Scheme) which entails demerger of the US business undertaking (Demerged Undertaking 1) of Cipla Limited (Demerged Company) into its wholly-owned subsidiary, Cipla BioTec Limited (Resulting Company 1) and consumer business undertaking (Demerged Undertaking 2) of Cipla Limited into its wholly-owned subsidiary, Cipla Health Limited (Resulting Company 2) pursuant to Sections 230 to 232 and the other relevant provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Scheme would be subject to the receipt of requisite approvals including from the National Company Law Tribunal, BSE Limited, National Stock Exchange of India Limited and Securities and Exchange Board of India, the shareholders and/or creditors of the Demerged Company, Resulting Company 1 and Resulting Company 2.
On 30th March 2021, the Company made a strategic investment of Rs 40 Crore in ABCD Technologies LLP.
On 3rd May, 2021, GoApptiv Private Limited, existing associate of Cipla, incorporated wholly-owned subsidiary - Iconphygital Private Limited for providing manpower staffing services.
On 10th May, 2021, Cipla Technologies LLC (Ciptec'), a subsidiary of the Group has received an anticipatory material breach notice under Development and Commercialization Agreement with Pulmatrix on co-development of Pulmazole. The Company will suitably respond to the said notice.
Inyanga Trading 386 (Pty) Limited was voluntarily deregistered /dissolved as wholly-owned step down subsidiary as was operationally inactive and not required effective from 10th December, 2021.
As on 31 March 2021,the company had 55 subsidiaries and 5 associate companies under its roof.
In FY'22, the Company launched multiple respiratory products in Spain, including Fluticasone MDI, Fluticasone + Salmeterol MDI and Ipratropium MDI, through its recently established front-end presence. More than 55,000 patients were trained as a part of the digital programme that provides live video counselling to patients on the right technique of inhalers and other devices, such as nebulisers and nasal spray, etc. It launched India's first pneumotach based portable, wireless Spirometer, on World COPD Day. It received approval for Lanreotide injection based on a New Drug Application submitted under the 505(b)(2) filing pathway. It also received approval of its Abbreviated New Drug Application (ANDA) for Lanthanum Carbonate Chewable Tablets, 500 mg, 750 mg and 1000 mg. It received USFDA approval for generic therapeutic equivalent version of Sunovion Pharmaceuticals Inc.'s Brovana@ (Arformoterol Tartrate). It launched Spirofy@, India's first pneumotech-based wireless, portable device capable of performing lung function tests outdoors and in remote areas, for better diagnosis of people with chronic obstructive pulmonary disease (COPD) and asthma.
During FY'22, Company evaluated 40+ anti-infective medicines, of which five anti-infective medicines are being selected for launch in India in the coming four to five years. It extended the coverage of last year initiatives of Internet of Things (IoT), and Modelling & Simulation (M&S). IoT was implemented for critical laboratory instruments such as chormatography and particle size analyser. M&S was initiated in the formulation R&D centre at Vikhroli to help in reduction of product development cycle time. Robotic Process Automation (RPA) and Artificial Intelligence (AI) were implemented for searching custom based targeted information in the regulatory space. This not only saved manual search time, but helped to stay ahead of the curve in obtaining almost real time information published by various authorities. It collaborated with renowned companies and academic institutions to enhance R&D capabilities specially in the science frontier for computational methods of assessing dry powder inhaler performance for Cipla assets and develop new platform technologies for anti-cancer agents and skin treatments. The Company augmented R&D capabilities by partnering with renowned government institutions such as the Indian Institute of Science Education and Research, National Chemical Laboratory, Raja Ramanna Centre for Advanced Technology for solid state studies, novel polymorph and peptide characterization.
In FY 2022, Cipla signed a joint venture agreement with Kemwell Biopharma Private Limited to develop, manufacture and commercialize biosimilars with focus on respiratory therapy. It established nearly 25,000 sq. ft. facility in Fall River Industrial Park, US extending Cipla's respiratory manufacturing footprint.
In FY 2021-22, the Company received an approval for the first 505b2 version of lanreotide injection. It continued R&D investments for the US market, which has resulted in pipeline expansion to include multiple differentiated assets. It filed 11 ANDAs and received 9 final approvals (including conversion from tentative approval to final approval). These include ANDAs owned by Cipla and InvaGen Pharmaceuticals Inc. only.
During the year 2022, the Company acquired 32.49% stake in AMP Energy Green Eleven Private Limited and 33% partnership interest in Clean Max Auriga Power LLP, to enhance the share of renewable power source in its operation and comply with regulatory requirement for being a captive user under Indian electricity laws. Cipla Digital Health Limited was incorporated as a wholly owned subsidiary of the Company on 25th February, 2022 for creation of patient-facing Digital Therapeutics platform. Cipla Biotec South Africa (Pty) Limited, was voluntarily deregistered /dissolved as wholly-owned step down subsidiary as was operationally inactive and not required with effect from 3rd February, 2022.
Cipla Ltd
Company History
Cipla Ltd is one of the leading pharmaceutical companies in India. The Company is in the business of manufacturing, developing, and marketing wide range of branded and generic formulations and Active Pharmaceutical Ingredients (APIs). Cipla's product portfolio spans complex generics as well as drugs in the respiratory, anti-retroviral, urology, cardiology, anti-infective, CNS, and various other key therapeutic segments. With a rich portfolio, it is deepening presence in the home markets of India, as well as South Africa, North America, and other key regulated and emerging markets. Its 47 manufacturing sites around the world produce more than 50 dosage forms and over 1,500 products across wide range of therapeutic categories.
Cipla Ltd was incorporated in the year 1935 with the name Chemical, Industrial & Pharmaceutical Laboratories Ltd. Khwaja Abdul Hamied, the founder of Cipla gave the company all his patent and proprietary formulas for several drugs and medicines, without charging any royalty. On August 17, 1935, Cipla was registered as a public limited company with an authorized capital of Rs 6 lakh. From its first manufacturing unit at Bombay Central in 1936, Cipla now has over 40 state-of-the art manufacturing facilities across the globe including India, USA, China and South Africa.
In the year 1941, as the Second World War cuts off drug supplies, the company starts producing fine chemicals, dedicating all its facilities for the war effort. In the year 1952, the company set up first research division for attaining self-sufficiency in technological development. In the year 1960, they started operations at second plant at Vikhroli, Mumbai, producing fine chemicals with special emphasis on natural products.
In the year 1968, the company manufactured ampicillin for the first time in the country. In the year 1972, the company started Agricultural Research Division at Bangalore, for scientific cultivation of medicinal plants. In the year 1976, they launched medicinal aerosols for asthma. In the year 1980, the company won Chemexcil Award for Excellence for exports.
In the year 1982, the company started operations in their fourth factory at Patalganga, Maharashtra. In the year 1984, they developed anti-cancer drugs, vinblastine and vincristine in collaboration with the National Chemical Laboratory, Pune. Also, they won Sir P C Ray Award for developing in-house technology for indigenous manufacture of a number of basic drugs. In the year 1985, US FDA approved the company's bulk drug manufacturing facilities. In the year 1988, they won National Award for Successful Commercialisation of Publicly Funded R&D.
In the year 1991, the company launched etoposide, a breakthrough in cancer chemotherapy, in association with Indian Institute of Chemical Technology. Also, they manufactured antiretroviral drug, zidovudine, in technological collaboration with Indian Institute of Chemical Technology, Hyderabad.
In the year 1994, the company commenced commercial operations in their fifth factory at Kurkumbh, Maharashtra. In the year 1997, they launched transparent Rotahaler, the world's first such dry powder inhaler device. In the year 1998, they launched lamivudine. The company becomes one of the few companies in the world to offer all three component drugs of retroviral combination therapy.
In the year 1999, the company launched Nevirapine, antiretroviral drug, used to prevent the transmission of AIDS from mother to child. In the year 2000, the company became the first company, outside the USA and Europe to launch CFC-free inhalers - ten years before the deadline to phase out use of CFC in medicinal products.
In the year 2002, the company set up four state-of-the-art manufacturing facilities in Goa. In the year 2003, they launched TIOVA (Tiotropium bromide), a novel inhaled, long-acting anticholinergic bronchodilator that is employed as a once-daily maintenance treatment for patients with chronic obstructive pulmonary disease (COPD). Also, they commissioned second phase of manufacturing operations at Goa.
In the year 2005, the company set up state-of-the-art facility for manufacture of formulations at Baddi, Himachal Pradesh. In the year 2007, they set up state-of-the-art facility for manufacture of formulations at Sikkim. In February 2007, the company entered into a development and supply agreement with Drugs for Neglected Diseases Initiative (DNDi), a global non-profit organization, for a new anti-malarial combination drug as a global initiative.
During the year 2009-10, the company sold their intellectual property rights and technical know-how of 'i-pill', an emergency contraceptive brand, to Piramal Healthcare Ltd, for the territory of India, at an aggregate consideration of Rs 95 crore. Also, they entered into a strategic alliance with Stempeutics Research Pvt. Ltd., promoted by the Manipal Group, for the marketing rights of stem-cell-based products being developed by Stempeutics. Cipla is sponsoring up to Rs.50 crore, in the initial phase, for research and development of these products.
In April 2010, the company commenced commercial production of pharmaceutical formulations at the Special Economic Zone (SEZ) project, at Indore, Madhya Pradesh. This project includes facilities for the manufacture of aerosols, respules, liquid orals, pre-filled syringes (PFS), nasal sprays, large volume parenterals (LVP), eye drops, tablets and capsules. The total investment for this project is about Rs 900 crore.
In May 2010, the company acquired an undertaking for Rs 30.64 crore, by way of a slump sale arrangement. The undertaking has a manufacturing facility, approved by US FDA and WHO, for APIs and intermediates. It is located at Kurkumbh (Pune district). Also, the company set up a wholly-owned subsidiary, 'Cipla Singapore Pte Ltd', in Singapore to aid logistics and distribution of the company's export business.
In May 2010, the company acquired 100% shareholding of a company for Rs 51.38 crore. This company has a state-of-the-art formulations manufacturing facility at Sikkim with capabilities to manufacture tablets, capsules, oral liquids, injections, dry syrup and ointments/creams.
During the year 2010-11, the company introduced a number of new drugs and formulations, such as Entavir (entecavir tablets), an antiviral for hepatitis B; Febucip (febuxostat tablets), a drug for gout; Flosoft (fluorometholone acetate ophthalmic suspension), a topical steroid for eye inflammation; Foracort (formoterol and budesonide autohaler), an asthma controller therapy in a new easy-to-use breath actuated inhaler; Furamist AZ (fluticasone furoate and azelastine hydrochloride nasal spray), a nasal spray for allergic rhinitis, and Montair FX (montelukast and fexofenadine tablets), an antiallergic combination for rhinitis.
During the year, Cipla (Mauritius) Ltd, Cipla (UK) Ltd, Cipla-Oz Pty Ltd, Four M Propack Pvt Ltd, Goldencross Pharma Pvt Ltd, Medispray Laboratories Pvt Ltd, Meditab Holdings Ltd, Meditab Pharmaceuticals South Africa (Pty) Ltd, Meditab Specialities New Zealand Ltd, Meditab Specialities Pvt Ltd, Sitec Labs Pvt Ltd and STD Chemicals Ltd.
The company is setting up API facilities at Bengaluru and Kurkumbh. They are also upgrading the API facilities at Patalganga. The total investment for these projects is about Rs 400 crore. The company proposes to subscribe to the share capital of two biotechnology companies, located in India and Hong Kong, to obtain a 40 per cent and a 25 per cent share, respectively. The total investment will be about USD 65 million, in a phased manner, for setting up state-of-the-art facilities for biosimilar products in Goa and China.
On 3 May 2012, Cipla announced a major price reduction in selected cancer drugs.
On 21st July 2012, Cipla announced collaboration with Drugs for Neglected Diseases initiative (DNDi), a not-for-profit research and development (R&D) organization, to develop and produce an improved first-line antiretroviral (ARV) combination therapy specifically adapted to meet the treatment needs of infants and toddlers living with HIV/AIDS.
On 14 August 2012, Cipla announced the launch of Qvir', a novel 4 drug kit priced at Rs 158 for treating HIV/AIDS.
On 8 November 2012, Cipla announced a major price reduction on select anti-cancer drugs.
On 27 February 2013, Cipla announced an offer to the shareholders of Cipla Medpro South Africa Ltd. (Medpro) to acquire 100% of the ordinary share capital of Medpro for ZAR 10.0 per share via a scheme of arrangement. The Board of Directors of Medpro unanimously resolved to support and facilitate Cipla's offer and recommended to Medpro shareholders that they vote in favour of all resolutions required to implement the scheme of arrangement. Cipla Medpro South Africa is a leading provider of chronic medicines to the public and private sectors. On 16 July 2013, Cipla announced that it had completed the acquisition of 100% of the issued shares of Cipla Medpro South Africa Ltd. for an aggregate consideration of ZAR 4507mn (Rs 2707 crore).
On 17 April 2013, Cipla announced the launch of the first biosimilar of Etanercept in India for the treatment of rheumatic disorders.
On 20 February 2014, Cipla and MSD announced the formation of an India-specific strategic partnership whereby Cipla will have a non-exclusive license to market, promote and distribute MSD's raltegravir 400mg tablet, under a different brand name in India. The drug is used for the treatment of HIV-1 infection in adult patients as part of combination HIV therapy.
On 12 May 2014, Cipla through its wholly owned subsidiary, Cipla (EU) Limited announced $21 million two-phase investment in Chase Pharmaceuticals Corporation Inc., US (Chase) to support Alzheimer's disease drug development.
On 19 June 2014, Cipla announced that it has collaborated with Hetero to launch a biosimilar of the drug Darbepoetin alfa' under the brand name Actorise'. The product is indicated for the treatment of anaemia caused due to chronic kidney disease.
On 7 July 2014, Cipla announced its intention to make investments of up to 100 million in its UK subsidiary over the next few years. The investment will fund the launch of a range of drugs in the areas of respiratory, oncology and antiretroviral medicines as well as research and development, clinical trials and further expansion internationally and in the UK.
In its bid to enter the markets of Czech Republic and Slovaki, Cipla on 8 September 2014 announced commercial collaboration with UK-based S&D Pharma.
On 15 September 2014, Cipla announced that it had signed a non-exclusive licensing agreement with Gilead Sciences, Inc. for manufacturing and distribution of Sofosbuvir mono, Ledipasvir mono, the fixed-dose combination of Ledipasvir/Sofosbuvir with each other and the combination of Sofosbuvir or Ledipasvir with other active substances, for the treatment of hepatitis C.
On 18 September 2014, Cipla announced that it has granted Salix Pharmaceuticals, Inc., a US-based speciality pharmaceutical company, exclusive rights under certain patent applications in the Rifaximin Complexes' patent family controlled by Cipla. The grant is on a worldwide basis, excluding the countries of Asia (other than Japan) and Africa.
On 8 October 2014, Medpro Pharmaceutica (Pty) Ltd - a subsidiary company of Cipla Medpro announced that it had entered into sales and distribution arrangement with Teva Pharmaceuticals (Pty) Ltd, an affiliate of Teva Pharmaceutical Industries Ltd (Teva) - the largest generic pharmaceutical manufacturer in the world for the territory of South Africa. As per the tie-up, Cipla Medpro, a 100% subsidiary of Cipla Limited, will exclusively market Teva's broad pharmaceutical product portfolio in South Africa.
On 9 February 2015, Cipla announced that its wholly owned subsidiary, Cipla (EU) Limited, U.K. has entered into a joint venture (JV) agreement with Cipla's existing business partners in Morocco - Societe Marocaine De Cooperation Pharmaceutique (Cooper Pharma) and The Pharmaceutical Institute (PHI). This JV is aimed at strengthening Cipla's presence in Morocco, which is in-line with its global growth strategy to build front-end presence in key markets.
On 13 February 2015, Cipla announced that it has been awarded USD 188.95 million of Global Fund ARV Tender for anti-retrovirals drugs. The Global Fund is a 21st- century partnership designed to accelerate the end of AIDS, tuberculosis and malaria as epidemics.
On 21 July 2015, Cipla announced that its board of directors approved an investment by Fidelity Growth Partners India and US-based Fidelity Biosciences, through FIL Capital Investments (Mauritius) II Limited or its affiliates, in its newly launched consumer healthcare business which is under incorporation.
On 4 September, 2015, Cipla announced that its UK arm, Cipla EU has entered into definitive agreements to acquire two US-based companies, InvaGen Pharmaceuticals Inc., and Exelan Pharmaceuticals Inc for $550 million in an all cash transaction. InvaGen Pharmaceuticals is a leading generic pharmaceutical company in the US. Exelan Pharmaceuticals is a privately held sales and marketing company, with a focus on generic pharmaceuticals for the government and institutional market in the US. On 18 February 2016, Cipla announced that its UK arm, Cipla (EU) Limited had successfully completed the acquisition of InvaGen Pharmaceuticals Inc., and Exelan Pharmaceuticals Inc. The acquisition was made by Cipla (EU) Limited through a wholly owned special purpose vehicle which would merge into InvaGen Pharmaceuticals Inc. after the acquisition.
On 8 October 2015, Cipla announced that its South African subsidiary Cipla Medpro (Pty) Ltd. entered into an exclusive agreement with the world's largest vaccine manufacturer, Serum Institute of India (SII) to provide vaccines in South Africa.
On 29 October 2015, Cipla announced that it had entered into a definitive agreement to sell its entire 25% stake in Biomab Holding Limited, Hong Kong (BHL) to Biomab Brilliant Limited, British Virgin Islands which holds the remaining 75% stake in BHL, for a total consideration of USD 25,775,000. Biomab Holding Limited is focused on developing Biosimilars for the Chinese market.
On 21 December 2015, Cipla announced the launch of generic drug Ledipasvir-Sofosbuvir in India under the brand name Hepcvir-L. Hepcvir-L is the first once-a-day, fixed-dose oral combination therapy that has been approved for chronic hepatitis C genotype 1 patients.
On 6 January 2016, BioQ Pharma Incorporated, a specialty pharmaceutical company focused on the development and commercialization of single-use, large-volume ready-to-use infusible pharmaceuticals, and Cipla announced the signing of a strategic distribution, supply and development agreement for the registration and commercialization of BioQ Pharma's Ropivacaine infusion pharmaceutical in India.
On 12 October 2016, Cipla announced that it has received Establishment Inspection Report (EIR) from the US FDA for its Indore facility, indicating formal closure of the US FDA inspection conducted in July/August, 2015.
On 23 November 2016, Cipla announced that Chase Pharmaceuticals Corporation, a Delaware based corporation (Chase) in which Cipla Limited's UK arm, Cipla (EU) Limited (Cipla UK) has 16.7% stake, has been acquired by a subsidiary of Allergan, plc. Allergan agreed to pay $125 million upfront plus potential regulatory and commercial milestones of up to $875 million to the shareholders of Chase. Cipla UK acquired a minority stake in Chase in May 2014 via a syndicated venture investment.
On 17 February 2017, Cipla announced the launch of adult Hepatitis B vaccine in India. Under a co-exclusive agreement with Serum Institute of India Private Limited (SII), Cipla will market the vaccine for adults while SII will market it for adults and children.
On 4 March 2017, Cipla announced that it had entered into agreements, through its Wholly Owned Subsidiary Inyanga Trading 386 Proprietary Limited (Inyanga), with the group companies of Ascendis Health Limited, South Africa for divesting its animal health business in South Africa and Sub-Saharan Africa.
On 6 April 2017, Cipla announced that its wholly owned subsidiary in USA Cipla USA Inc. signed a worldwide licensing agreement (except for East Asia) with MEDRx Company Limited (MEDRx) to further develop and commercialize MRX-4TZT, a Tizanidine patch for the management of Spasticity.
On 30 November 2017, Cipla announced that it had received an approval for its product Q-TIB from World Health Organisation (WHO). Q-TIB is a novel fixed dose combination in a single tablet. This is the first time that such a combination has been made available in the world.
During FY18, Anmarat (Pty) Limited was acquired in South Africa as a part of strategy to strengthen OTC portfolio and Cipla Technologies LLC was incorporated in USA to build speciality product portfolio for Cipla.
During FY18, two non-operating companies viz., Meditab Specialities New Zealand Ltd and Cipla Pharma Nigeria Ltd were deregistered. As a part of strategy, the Company has divested its entire stake in Cipla Croatia d.o.o., Croatia, Al Jabal For Drugs And Medical Appliances Company Ltd, Yemen, Cipla Agrimed Proprietary Ltd and Cipla Vet Proprietary Ltd., in South Africa.
As on 31st March, 2018, it has 49 subsidiaries and 1 associate.
During the FY18,the company invested Rs 816 crore on capital expenditure, over Rs 300 crore lower than the previous year.
During the FY19, Madison Pharmaceuticals Inc. was incorporated in USA and Cipla Gulf FZ- LLC in Dubai for strengthening its business operations. In South Africa, Mirren (Pty) Limited was acquired as a part of strategy to strengthen its OTC portfolio. In USA, 33.3% stake was acquired in Avenue Therapeutics Inc. for building specialty business in USA. The Company's wholly owned subsidiary Goldencross Pharma Private Limited acquired minority stake i.e. 11.71% in Wellthy Therapeutics Private Limited.
During the 2018-19, 4 non-operating subsidiaries viz. Xeragen Laboratories (Pty) Limited, Galilee Marketing (Pty) Ltd, Med Man Care (Pty) Ltd in South Africa and Cipla FZE in Dubai were liquidated.
The company had 48 subsidiaries and 2 associates as on 31st March, 2019.
During the FY2019, the Company invested Rs 504 crore in capital expenditure (net off sales proceeds), which is lower by Rs 200 crore from the previous year.
During the FY2020, Incorporation of Cipla Pharmaceuticals Limited in India for setting up facilities for DPI dosage and for further expansion of MDI and FFS Respule Dosage, Cipla (Colombia) SAS in Colombia and Cipla (China) Pharmaceutical Co. Limited in China for strengthening its business portfolio in foreign markets. Also incorporation of Cipla (Jiangsu) Pharmaceutical Co, Limited as Joint venture between Cipla (EU) Limited and Jiangsu Acebright Pharmaceutical Co. Limited for exploring business opportunities and manufacture of pharmaceutical products in China.
The company also acquired the remaining 40% stake in Cipla Pharma Lanka Private Limited (CPL) by Cipla (EU) Limited, to further strengthen its presence in Sri Lanka. Upon acquisition CPL has become a wholly owned subsidiary of Cipla (EU) Limited. Also acquired 30% stake in Brandmed (Pty) Limited by Cipla Medpro South Africa (Pty) Limited to enhance its diversified portfolio in the noncommunicable diseases area.
The company also acquired 26% stake in AMPSolar Power Systems Private Limited to enhance the proportion of renewable (solar) based power consumption, and to comply with regulatory requirement for captive power consumption under electricity laws. The company also liquidated Tasfiye Halinde Cipla ila Ticaret Anonim Sirketi, Turkey.
The company had 51 subsidiaries and 4 associates as on 31st March, 2020.
Cipla won the Digital Supply Chain Enterprise Award' at the 9th edition of the Manufacturing Supply Chain Awards 2020.
During the FY2021, The Group has divested its stake in two of its subsidiaries namely Quality Chemical Limited (Group share - 51.18%) and Anmarat Proprietary Limited (wholly owned subsidiary).
The Board in its meeting held on 29th January, 2021 has approved a draft scheme of arrangement (Scheme) which entails demerger of the US business undertaking (Demerged Undertaking 1) of Cipla Limited (Demerged Company) into its wholly-owned subsidiary, Cipla BioTec Limited (Resulting Company 1) and consumer business undertaking (Demerged Undertaking 2) of Cipla Limited into its wholly-owned subsidiary, Cipla Health Limited (Resulting Company 2) pursuant to Sections 230 to 232 and the other relevant provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Scheme would be subject to the receipt of requisite approvals including from the National Company Law Tribunal, BSE Limited, National Stock Exchange of India Limited and Securities and Exchange Board of India, the shareholders and/or creditors of the Demerged Company, Resulting Company 1 and Resulting Company 2.
On 30th March 2021, the Company made a strategic investment of Rs 40 Crore in ABCD Technologies LLP.
On 3rd May, 2021, GoApptiv Private Limited, existing associate of Cipla, incorporated wholly-owned subsidiary - Iconphygital Private Limited for providing manpower staffing services.
On 10th May, 2021, Cipla Technologies LLC (Ciptec'), a subsidiary of the Group has received an anticipatory material breach notice under Development and Commercialization Agreement with Pulmatrix on co-development of Pulmazole. The Company will suitably respond to the said notice.
Inyanga Trading 386 (Pty) Limited was voluntarily deregistered /dissolved as wholly-owned step down subsidiary as was operationally inactive and not required effective from 10th December, 2021.
As on 31 March 2021,the company had 55 subsidiaries and 5 associate companies under its roof.
In FY'22, the Company launched multiple respiratory products in Spain, including Fluticasone MDI, Fluticasone + Salmeterol MDI and Ipratropium MDI, through its recently established front-end presence. More than 55,000 patients were trained as a part of the digital programme that provides live video counselling to patients on the right technique of inhalers and other devices, such as nebulisers and nasal spray, etc. It launched India's first pneumotach based portable, wireless Spirometer, on World COPD Day. It received approval for Lanreotide injection based on a New Drug Application submitted under the 505(b)(2) filing pathway. It also received approval of its Abbreviated New Drug Application (ANDA) for Lanthanum Carbonate Chewable Tablets, 500 mg, 750 mg and 1000 mg. It received USFDA approval for generic therapeutic equivalent version of Sunovion Pharmaceuticals Inc.'s Brovana@ (Arformoterol Tartrate). It launched Spirofy@, India's first pneumotech-based wireless, portable device capable of performing lung function tests outdoors and in remote areas, for better diagnosis of people with chronic obstructive pulmonary disease (COPD) and asthma.
During FY'22, Company evaluated 40+ anti-infective medicines, of which five anti-infective medicines are being selected for launch in India in the coming four to five years. It extended the coverage of last year initiatives of Internet of Things (IoT), and Modelling & Simulation (M&S). IoT was implemented for critical laboratory instruments such as chormatography and particle size analyser. M&S was initiated in the formulation R&D centre at Vikhroli to help in reduction of product development cycle time. Robotic Process Automation (RPA) and Artificial Intelligence (AI) were implemented for searching custom based targeted information in the regulatory space. This not only saved manual search time, but helped to stay ahead of the curve in obtaining almost real time information published by various authorities. It collaborated with renowned companies and academic institutions to enhance R&D capabilities specially in the science frontier for computational methods of assessing dry powder inhaler performance for Cipla assets and develop new platform technologies for anti-cancer agents and skin treatments. The Company augmented R&D capabilities by partnering with renowned government institutions such as the Indian Institute of Science Education and Research, National Chemical Laboratory, Raja Ramanna Centre for Advanced Technology for solid state studies, novel polymorph and peptide characterization.
In FY 2022, Cipla signed a joint venture agreement with Kemwell Biopharma Private Limited to develop, manufacture and commercialize biosimilars with focus on respiratory therapy. It established nearly 25,000 sq. ft. facility in Fall River Industrial Park, US extending Cipla's respiratory manufacturing footprint.
In FY 2021-22, the Company received an approval for the first 505b2 version of lanreotide injection. It continued R&D investments for the US market, which has resulted in pipeline expansion to include multiple differentiated assets. It filed 11 ANDAs and received 9 final approvals (including conversion from tentative approval to final approval). These include ANDAs owned by Cipla and InvaGen Pharmaceuticals Inc. only.
During the year 2022, the Company acquired 32.49% stake in AMP Energy Green Eleven Private Limited and 33% partnership interest in Clean Max Auriga Power LLP, to enhance the share of renewable power source in its operation and comply with regulatory requirement for being a captive user under Indian electricity laws. Cipla Digital Health Limited was incorporated as a wholly owned subsidiary of the Company on 25th February, 2022 for creation of patient-facing Digital Therapeutics platform. Cipla Biotec South Africa (Pty) Limited, was voluntarily deregistered /dissolved as wholly-owned step down subsidiary as was operationally inactive and not required with effect from 3rd February, 2022.
Cipla Ltd
Directors Reports
Dear Members,
The Board of Directors are pleased to submit its report on the
performance of the Company along with the audited standalone and consolidated financial
statements for the year ended 31st March, 2022.
Financial Summary and State of Affairs
(Rs in crores)
| Year ended 31st March, 2021 |
|
Particulars |
Year ended 31st March, 2022 |
| Standalone |
Consolidated |
|
Standalone |
Consolidated 1 |
| 11,302.71 |
19,159.59 |
Gross total revenue |
13,091.79 |
21,763.34 |
| 2,784.00 |
3,290.06 |
Profit before tax and exceptional item from continuing
operations |
3,546.23 |
3,675.39 |
| 566.66 |
- |
Profit before tax from Discontinuing/Restructuring Operations |
358.85 |
- |
| 2,044.65 |
2,404.87 |
Profit for the year (after tax and attributable to
shareholders) from continuing operations |
2,689.39 |
2,516.75 |
| 423.63 |
- |
Profit for the year (after tax and attributable to
shareholders) Discontinuing/Restructuring Operations |
268.54 |
- |
| 13.14 |
(37.46) |
Other Comprehensive Income for the year (not to be
reclassified to P&L) from continuing operations |
12.56 |
111.54 |
| 27.75 |
198.95 |
Other Comprehensive Income for the year (to be reclassified
to P&L) from continuing operations |
(7.01) |
272.13 |
| 0.57 |
- |
Other Comprehensive Income for the year (not to be
reclassified to P&L) Discontinuing/Restructuring Operations |
0.55 |
- |
| 12,479.72 |
11,117.88 |
Surplus brought forward from last balance sheet |
14,961.71 |
13,536.98 |
| 14,961.71 |
13,536.98 |
Profit available for appropriation |
17,938.12 |
16,072.42 |
|
|
Appropriations: |
|
|
| - |
- |
Dividend |
(403.35) |
(403.35) |
| 14,961.71 |
13,536.98 |
Surplus carried forward |
17,534.77 |
15,669.07 |
The financial results and the results of operations, including major
developments have been discussed in detail in the Management Discussion and Analysis
report.
The standalone, as well as the consolidated financial statements, have
been prepared in accordance with the Indian Accounting Standards ("Ind AS").
Share Capital1
During the year under review, the Company issued and allotted 3,50,757
equity shares to its employees under the Employee Stock Option Scheme 2013-A. As a result,
the issued, subscribed and paid-up share capital of the Company increased from Rs
1,61,29,26,558 (divided into 80,64,63,279 equity shares of Rs 2 each) to Rs 1,61,36,28,072
(divided into 80,68,14,036 equity shares of Rs 2 each). The equity shares issued under the
Employee Stock Option Scheme 2013-A rank pari- passu with the existing equity shares of
the Company.
Dividend
In line with the Dividend Distribution Policy of the Company, we
recommend a final dividend of Rs 5 per equity share (250% of face value) for the financial
year ended 31st March, 2022. The dividend is subject to the approval of members at the
ensuing Annual General Meeting and shall be subject to deduction of income tax at source.
Upon approval, the dividend will be paid to those members whose names
will appear in the Register of Members as on the close of 10th August, 2022. The total
dividend pay-out will be approximately Rs 403.41 crores, resulting in a pay-out of 13.64%
of the Standalone profit after tax of the Company. The Dividend Distribution Policy is
uploaded on the website and is available on the Company's website at
https://www.cipla.com/sites/ default/files/2019-01/Dividend%20Distribution%20Policy.pdf
Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Management Discussion and Analysis Report for the year under
review, has been presented in a separate section on page no. 107, forming a part of this
report.
Corporate Social Responsibility (CSR)
A detailed report on Company's CSR initiatives has been provided in the
Social Capital section forming a part of the Integrated Report on page no. 92 and Annual
Report on CSR initiatives, as required under Section 135 of the Companies Act, 2013
("Act") which is annexed as Annexure I to this report on page no. 130. Details
of the CSR Committee composition, role and meetings, etc. have been provided in the Report
on Corporate Governance on page no. 178.
Integrated Report
The Company has voluntarily provided the Integrated Report, which
includes both financial and non-financial information. The Integrated Report also covers
aspects such as stakeholder engagement, enterprise risk management, materiality
assessment, value creation model, strategic business objective, strategy for sustainable
growth, performance and prospects of value creation based on the six forms of capitals
viz. financial capital, manufactured capital, intellectual capital, human capital, social
and relationship capital and natural capital.
The assurance report of DNV Business Assurance India Private Limited,
an independent assurance partner is provided on page no. 193 The Report confirms that the
non-financial information has been adequately presented.
Business Responsibility & Sustainability Report
The Company for FY 2021-22 has voluntarily presented a Business
Responsibility & Sustainability Report ("BRSR"), in lieu of the Business
Responsibility Report, provided under a separate section on page no. 145 of this report.
Corporate Governance
In compliance with Regulation 34 read with Schedule V of the Listing
Regulations, a Report on Corporate Governance for the year under review, has been
presented in a separate section on page no. 164 of this report.
A certificate from M/s. BNP & Associates, Company Secretaries,
confirming compliance with corporate governance norms, as stipulated under the Listing
Regulations, is annexed as Annexure II to this report.
Directors' Responsibility Statement
Pursuant to section 134(3)(c) of the Act, it is confirmed that the
Directors have: i.
i. in the preparation of the annual accounts for the year ended 31st
March, 2022, followed the applicable accounting standards and there are no material
departures from the same;
ii. 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 of 31st March, 2022 and of the profit of
the Company for the year ended on that date;
iii. 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;
iv. prepared the annual accounts on a going concern basis;
v. laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
vi. devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The details of Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under section 134(3)(m) of the Act, read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure III to this report.
Share-based incentive schemes
The Company has the following share-based incentive schemes in force:
• Employee Stock Option Scheme 2013-A ("ESOS 2013 -
A")
• Cipla Employee Stock Appreciation Rights Scheme 2021
("ESAR Scheme 2021")
The Nomination and Remuneration Committee ("NRC") administers
the ESOS 2013 - A and the ESAR Scheme 2021 (collectively referred to as
"Schemes"). The Schemes are compliant with the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP
Regulations"). Details of the Schemes have been provided in Note No. 40 of the
standalone financial statements. The disclosure in compliance with the SEBI ESOP
Regulations is available on the Company's website at
https://www.cipla.com/investors/annual-reports.
Pursuant to the provisions of the SEBI ESOP Regulations and the
shareholders' approval dated 22nd August, 2013 for ESOS 2013 - A and 25th March, 2021 for
ESAR Scheme 2021, the NRC, being authorised, approved the following non-material and
non-detrimental amendments to the Schemes, for the welfare of employees:
• allowed vesting of unvested options / ESARs till the last
working day which earlier was restricted to the date of submission of resignation;
• allowed the separated employees to exercise the vested
options / ESARs within 3 months post separation which was earlier restricted to a day
prior to the last working day of the employees with the Company;
• allowed immediate vesting of unvested options / ESARs on the
date of retirement (subject to a minimum one-year vesting period) which were earlier
lapsed on such date. The employees are allowed to exercise the vested options within 6
months post retirement.
• clarified to consider separation as formal termination and
cancel all unexercised options / ESARs in case of misconduct/ breach of the Company
policies/employment.
In compliance with the requirements of the SEBI ESOP Regulations, a
certificate from the secretarial auditor, confirming implementation of the Schemes in
accordance with the said regulations and shareholder's resolution is uploaded on the
website of the Company at https://www.cipla.com/investors/ annual-reports. The certificate
will also be available for electronic inspection by the members during the AGM of the
Company.
Human Resources
Information required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is provided in Annexure IV to this report.
Information required under Section 197(12) of the Act read with Rule
5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in a separate exhibit forming part of this report and is available
on the website of the Company at https://www.cipla.com/ investors/annualreports.
Particulars of Loans, Guarantees and Investments
Particulars of loans, guarantees and investments under Section 186 of
the Act have been provided in Note No. 42 to the standalone financial statements.
Annual Return
The Annual return for the FY 2021-22 has been placed on the website of
the Company at https://www.cipla.com/investors/ annual-reports.
Vigil Mechanism
The Company has a Whistle Blower Policy, which lays down the process to
convey genuine concerns and seek resolution towards the same without fear of retaliation.
A detailed update on the functioning of the Whistle Blower Policy and
weblink of the Policy has been provided in the Report on Corporate Governance, on page no.
180.
Prevention of Sexual Harassment of Women at Workplace
The Company is committed to providing a safe and conducive work
environment to all its employees and associates. The Company has
a policy on Prevention of Sexual Harassment at Workplace in place,
which is available on the Company website at https://www.cipla.
com/sites/default/files/1558508425_POSH-%20Cipla.pdf.
All employees, consultants, trainees, volunteers, third parties and/ or
visitors at all business units or functions of the Company, its subsidiaries and/or its
affiliated or group companies are covered by the said policy. Adequate workshops and
awareness programmes against sexual harassment are conducted across the organisation.
The Company has constituted an Internal Complaints Committee in
compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and is fully compliant of the Committee composition
requirements. The Audit Committee periodically reviews the complaints.
Details of complaints received/disposed during FY 2021-22 are provided
in the Report on Corporate Governance on page no. 184.
Related Party Transactions
A detailed note on procedure adopted by the Company in dealing with
contracts and arrangements with related parties has been provided in the Report on
Corporate Governance on page no. 181.
All contracts, arrangements and transactions entered by the Company
with related parties during FY 2021-22 were in the ordinary course of business and on an
arm's length basis. During the year, the Company did not enter into any transaction,
contract or arrangement with related parties, which could be considered material, in
accordance with the Company's Policy on dealing with Related Party Transactions ("RPT
Policy"). Accordingly, the disclosure of related party transactions in Form AOC-2 is
not applicable. The disclosure on related party transactions as per Ind AS-24 has been
provided under Note No. 39 of the standalone financial statements on page no. 262 and Note
No. 48 of the consolidated financial statements on page no. 368
During the year, the Company revised its RPT Policy to align it with
amendments in the RPT framework under the Listing Regulations. The RPT policy is available
on the Company's website at https://www.cipla.com/sites/default/files/2022-05/
Policy-on-Related-Party-Transaction.pdf.
Internal Financial Controls and their adequacy
Cipla has laid down an adequate system of internal controls, policies
and procedures for ensuring orderly and efficient conduct of the business, including
adherence to the Company's policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial disclosures.
The current system of internal financial controls is aligned with the
statutory requirements and is in line with the globally- accepted risk-based framework
issued by the Committee of Sponsoring Organisations ("COSO") of the Treadway
Commission. The internal financial controls are adequate and operating effectively.
Effectiveness of internal financial controls is ensured through
management reviews, controlled self-assessment and independent testing by the internal
audit team.
Risk Management
The Board of Directors has an Investment and Risk Management Committee
("IRMC") which oversees the Enterprise Risk Management ("ERM")
process. An update on ERM activities is presented and deliberated upon in the IRMC
meetings on a quarterly basis and periodically at the Board level at least once a year.
The Audit Committee has an additional oversight in the area of financial risks and
controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. In terms of the provisions of
Section 134 of the Act, a detailed note on Risk Management has been provided on page no.
42 of this report.
Board Evaluation
A detailed disclosure on the parameters and the process of Board
evaluation as well as the outcome has been provided in the Report on Corporate Governance
on page no. 168.
Subsidiaries, Associates and Joint Ventures
At the beginning of the year, the Company had 46 subsidiaries and 5
associates as against 45 subsidiaries and 8 associates as on 31st March, 2022. Changes
during the year were as follows:
• Acquisition of 32.49% stake in AMP Energy Green Eleven
Private Limited and 33% partnership interest in Clean Max Auriga Power LLP, in line with
Cipla's commitment to enhance the share of renewable power source in its operation and to
comply with regulatory requirement for being a captive user under Indian electricity laws.
• Incorporation of Cipla Digital Health Limited as a wholly-
owned subsidiary of the Company on 25th February, 2022 for creation of patient-facing
Digital Therapeutics platform.
• On 3rd May, 2021, GoApptiv Private Limited, existing
associate of Cipla, incorporated wholly-owned subsidiary - Iconphygital Private Limited
for providing manpower staffing services.
• The following wholly-owned step down subsidiaries were
voluntarily deregistered /dissolved as these were operationally inactive and not required:
• Cipla Biotec South Africa (Pty) Limited with effect from 3rd
February, 2022.
• Inyanga Trading 386 (Pty) Limited with effect from 10th
December, 2021.
Details of these subsidiaries and associates are set out on page no.
292 of the Annual Report. Pursuant to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statements containing the salient features of the
financial statement of the subsidiary and associate companies in Form no. AOC-1 is
provided on page no. 377 of the Annual Report.
The statement also provides details of the performance and the
financial position of each of the subsidiaries and associates. The consolidated financial
statements presented in this annual report include financial results of the subsidiary and
associate companies.
Copies of the financial statements of the subsidiary companies will be
available on the Company's website www.cipla.com.
Transfer of undertaking by way of a slump sale on a going concern basis
The Board approved a draft scheme of arrangement ("Scheme")
which entailed the following:
(i) Demerger of the India-based US business undertaking (Demerged
Undertaking 1) of Cipla Limited (Demerged Company) into its wholly-owned subsidiary, Cipla
Pharma and Life Sciences Limited (formerly known as Cipla BioTec Limited) (herein after
referred to as "CPLS") and
(ii) Demerger of the Consumer Business Undertaking (Demerged
Undertaking 2) of Cipla Limited into its wholly- owned subsidiary, Cipla Health Limited
(herein after referred to as "CHL").
Post approval, due to certain regulatory developments which made it
feasible for this transaction to be effected through an alternate option, the Audit
Committee and the Board approved to effect the above transfer of undertakings by way of a
slump sale on a going concern basis instead of a Scheme of Arrangement.
The details of the proposed transactions are disclosed in Note No. 36
to the standalone financial statements.
Nomination, Remuneration and Board Diversity Policy
The Board has on the recommendation of the NRC, framed a Nomination
Remuneration and Board Diversity Policy ('NRC Policy') for selection, appointment and
remuneration of directors, key managerial personnel and senior management employees and
other matters as provided under Section 178(3) of the Act.
During the year under review, the Board, based on the recommendation of
the NRC Committee, revised the NRC Policy for including the revised sitting fees for
non-executive directors for attending the board and board committee meetings.
The salient features of the NRC Policy are as follows:
• To provide criteria and terms and conditions with regard to
identifying persons who are qualified to become directors (executive and non-executive
including independent directors), key managerial personnel and persons who may be
appointed in senior management positions.
• To recommend the remuneration of the directors, key
managerial personnel and senior management personnel and align with the Company's business
strategies, values, key priorities and goals.
• To provide rewards linked directly to the effort,
performance, dedication and achievement of the Company's targets by the employees.
• To monitor and periodically review the Board Diversity and
recommend to the Board to improve one or more aspects of its diversity and measure
progress accordingly.
• Undertake any other matters as the Board may decide from
time to time.
The Policy is available on the website of the Company at
https://www.cipla.com/sites/default/files/2021-06/Nomination-
Remuneration-and-Board-Diversity-Policy.pdf.
Directors and Key Managerial Personnel
At the 85th Annual General Meeting of the Company held on 25th August,
2021 the shareholders approved (i) the reappointment of Mr M K Hamied as Non-executive
Director liable to retire by rotation, (ii) the re-appointment of Mr Umang Vohra as
Managing Director and Global Chief Executive Officer for a period of five years with
effect from 1st April, 2021 (iii) the appointment of Mr Robert Stewart as an Independent
Director for a period of five years with effect from 14th May, 2021 (iv) the appointment
of Mr P R Ramesh as an Independent Director for a period of five years with effect from
1st July, 2021.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Ms Samina Hamied, is due to retire by rotation at the ensuing
86thAnnual General Meeting and being eligible, has offered herself for re-appointment.
Based on the recommendation of the NRC, the Board of Directors recommends her
re-appointment as Director, liable to retire by rotation.
In the opinion of the Board, all the directors, as well as the
directors appointed / re-appointed during the year possess the requisite qualifications,
experience and expertise and hold high standards of integrity. All Independent Directors,
except Mr Robert Stewart, are exempt from the requirement of passing the proficiency test.
Unless exempted, Mr Robert Stewart will be required to pass the proficiency test within
the permissible time limit. The list of key skills, expertise and core competencies of the
Board of Directors is provided in the Report on Corporate Governance at page no. 166 of
this Annual Report.
Criteria for determining qualification, positive attributes and
independence of a director is given under the NRC Policy.
Ms Naina Lal Kidwai resigned from the position of Independent Director
of the Company w.e.f close of business hours on 31st March, 2022. The Board placed on
record its sincere appreciation for the contribution made by her as a member of the Board.
Mr Kedar Upadhye, resigned from the position of Global Chief Financial
Officer and Key Managerial Personnel of the Company w.e.f. close of business hours on 3rd
May, 2022. The Board placed on record its sincere appreciation for the contribution made
by him over the years.
Mr Dinesh Jain, Senior Vice-President and Head - Corporate Finance, was
appointed by the Board as the Interim Chief Financial Officer, effective 10th May, 2022
As on the date of this report, the Company has the following Key
Managerial Persons as per section 2(51) and 203 of the Act:
| Sr. Name No. |
Designation |
| 1 Ms Samina Hamied |
Executive Vice-Chairperson |
| 2 Mr Umang Vohra |
Managing Director & Global Chief Executive Officer |
| 3 Mr Dinesh Jain* |
Interim Chief Financial Officer |
| 4 Mr Rajendra Chopra |
Company Secretary & Compliance officer |
* Mr Dinesh Jain appointed as Interim Chief Financial Officer w.e.f.
J0lh May 2022
Ms Samina Hamied, Mr Umang Vohra, Dr Peter Mugyenyi, Mr Ashok Sinha, Mr
Robert Stewart and Mr S Radhakrishnan received remuneration/sitting fees from the
Company's subsidiaries during FY 2021-22.
Declaration by Independent Directors
All Independent Directors have submitted requisite declarations
confirming that they (i) continue to meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are
independent; and (ii) continue to comply with the Code of Conduct laid down under Schedule
IV of the Act. Details on the same have also been provided in the Report on Corporate
Governance, which forms a part of this report.
The Directors have further confirmed that they are not debarred from
holding the office of director under any SEBI order or any other such authority.
Board Committees and number of meetings of the Board and Board
Committees
As on the date of this report the Board has the following committees:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Corporate Social Responsibility Committee
iv) Stakeholders Relationship Committee
v) Investment and Risk Management Committee
vi) Operations and Administrative Committee
The Committee of Independent Directors was constituted specifically for
the purpose of the Scheme of Arrangement in FY 2020-21. The Committee was dissolved on
25th January, 2022 since it was approved to effect the transaction by way of slump sale
and hence, no longer required.
All the recommendations made by the Board committees, including the
Audit Committee, were accepted by the Board.
The Board met seven times during the year under review. The details of
the meetings are provided in the Report on Corporate Governance, which forms a part of
this report.
Statutory Auditor and their report
M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm
Registration No 001076N/ N500013) were re-appointed as the Statutory Auditor of the
Company at the 85th AGM held on 25th August, 2021, to hold the office till the conclusion
of the 90th AGM to be held in year 2026.
The Statutory Auditor's Report does not contain any qualification,
reservation, adverse remarks or observation.
Secretarial Auditor and their reports
M/s BNP & Associates, Company Secretaries, was appointed as the
Secretarial Auditor for the financial year ended 31st March, 2022. The Secretarial
Auditors have furnished their report annexed as Annexure V to this report.
Further, in compliance with Regulation 24A of the Listing Regulations,
the Annual Secretarial Compliance Report issued by the Secretarial Auditor, was submitted
to the stock exchanges within the statutory timelines.
The Secretarial Audit Report and the Secretarial Compliance Report does
not contain any qualification, reservation, observation or adverse remarks.
The Board of Directors, on the recommendation of the Audit Committee,
has re-appointed M/s BNP & Associates, Company Secretaries, to conduct the secretarial
audit of the Company for FY 2022-23. They have confirmed their eligibility for the said
re-appointment.
Cost Auditor and their report
Mr D H Zaveri, practising Cost Accountant (Fellow Membership No. 8971),
was appointed as the Cost Auditor to conduct the audit of Company's cost records for the
financial year ended 31st March, 2022. Mr Zaveri has confirmed his eligibility for the
said appointment.
The Cost Auditor will submit their report by the due date. The Cost
Audit Report, for the year ended 31st March, 2021, was filed with the Central Government
within the prescribed time. The Company maintains the cost records as per the provisions
of Section 148(1) of the Act.
In accordance with the provisions of Section 148 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the
Cost Auditor for FY 2022-23 is required to be ratified by the members, the Board of
Directors recommends the same for approval by members at the ensuing AGM. The proposal
forms a part of the notice of the AGM.
During the year under review, the Statutory, Secretarial and Cost
Auditors have not reported to the Audit Committee, under Section 143(12) of the Act, any
instances of fraud committed against the Company by its officers or employees, the details
of which need to be mentioned in the Board's report.
Other Disclosures
During the financial year under review:
• There was no amount proposed to be transferred to the
Reserves;
• There were no changes made in the nature of business of the
Company;
• The Company has complied with the applicable Secretarial
Standards, i.e., SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and
'General Meetings', respectively;
• The Company issued and allotted equity shares as per its
ESOS 2013-A Scheme and there was no instance wherein the Company failed to implement any
corporate action within the statutory time limit;
• The Company did not accept any deposit within the meaning of
Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014
and accordingly no amount on account of principal or interest on public deposits was
outstanding as on 31st March, 2022;
• The Company has not issued shares with differential voting
rights and sweat equity shares during the year under review;
• There were no significant or material orders passed by the
regulators or courts or tribunals which could impact the going concern status of the
Company and its future operations;
• There were no material changes and commitments which
occurred after the close of the year till the date of this report, which may affect the
financial position of the Company.
Acknowledgements
We wish to place on record our appreciation to the Government of
various countries where the Company has its operations. We thank the Ministry of Chemicals
and Fertilisers, India; Central Government; State Government and other regulatory bodies /
authorities; banks; business partners; shareholders; medical practitioners and other
stakeholders for the assistance, cooperation and encouragement extended to the Company. We
would also like to place on record our deep sense of appreciation to the employees for
their contribution and services.
|
On behalf of the Board of Directors |
| Date: 10th May, 2022 |
Y K Hamied |
| Place: London |
Chairman |
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