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, Anmarate (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 Ilac Ticaret Anonim Sirketi, Turkey.
The company had 51 subsidiaries and 4 associates as on 31st March, 2020.
During the FY2021, the Group has divested its stake in two of its subsidiaries namely Quality Chemical Limited (Group share - 51.18%) and Anmarate Proprietary Limited (wholly owned subsidiary).
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 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. Cipla Digital Health Limited was incorporated as a wholly owned subsidiary of the Company on 25th February, 2022.
The Board approved a draft scheme of arrangement for 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) (CPLS) and demerger of the Consumer Business Undertaking (Demerged Undertaking 2) of Cipla Limited into its whollyowned subsidiary, Cipla Health Limited (CHL).
In January 2023, Company launched first Point of Care diagnostic device, 'Cippoint', that offers a wide range of testing parameters. It acquired additional stake in GoApptiv Private Limited; launched Stempeutics Research Private Limited's stem cell products, VC EYE, an under-eye dark circle reduction serum and VC GroF, a novel anti-aging serum, that are prepared from the bio-active medium of stem cells. It launched peptide based, long acting 505(b)2 product, Leuprolide 3M Depot injection for the hospital/clinic channel. It launched ceftazidime-avibactam intravenous formulation (CipCZA) in India, a new treatment to treat bacterial infections. It launched Spirofy, a pneumotach, portable and cost- effective diagnostic device, in December 2022.
During the year 2023, the Consumer Business Undertaking of the Company was transferred to Cipla Health Limited (CHL), wholly owned subsidiary, on a slump sale basis through a Business Transfer Agreement.
In year 2022-23, the Company acquired 21.05% stake in Achira Labs Private Limited effective on 17th August, 2022. Aspergen Inc., USA was incorporated as a 60:40 Joint Venture between Cipla (EU) Limited and Kemwell Biopharma UK Limited on 30th August, 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, Anmarate (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 Ilac Ticaret Anonim Sirketi, Turkey.
The company had 51 subsidiaries and 4 associates as on 31st March, 2020.
During the FY2021, the Group has divested its stake in two of its subsidiaries namely Quality Chemical Limited (Group share - 51.18%) and Anmarate Proprietary Limited (wholly owned subsidiary).
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 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. Cipla Digital Health Limited was incorporated as a wholly owned subsidiary of the Company on 25th February, 2022.
The Board approved a draft scheme of arrangement for 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) (CPLS) and demerger of the Consumer Business Undertaking (Demerged Undertaking 2) of Cipla Limited into its whollyowned subsidiary, Cipla Health Limited (CHL).
In January 2023, Company launched first Point of Care diagnostic device, 'Cippoint', that offers a wide range of testing parameters. It acquired additional stake in GoApptiv Private Limited; launched Stempeutics Research Private Limited's stem cell products, VC EYE, an under-eye dark circle reduction serum and VC GroF, a novel anti-aging serum, that are prepared from the bio-active medium of stem cells. It launched peptide based, long acting 505(b)2 product, Leuprolide 3M Depot injection for the hospital/clinic channel. It launched ceftazidime-avibactam intravenous formulation (CipCZA) in India, a new treatment to treat bacterial infections. It launched Spirofy, a pneumotach, portable and cost- effective diagnostic device, in December 2022.
During the year 2023, the Consumer Business Undertaking of the Company was transferred to Cipla Health Limited (CHL), wholly owned subsidiary, on a slump sale basis through a Business Transfer Agreement.
In year 2022-23, the Company acquired 21.05% stake in Achira Labs Private Limited effective on 17th August, 2022. Aspergen Inc., USA was incorporated as a 60:40 Joint Venture between Cipla (EU) Limited and Kemwell Biopharma UK Limited on 30th August, 2022.
Cipla Ltd
Directors Reports
Dear Members,
The Board is 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, 2023.
Financial Summary and State of Affairs
(Rs. in crores)
Year ended 31st |
March, 2022 |
Particulars |
Year ended 31st |
March, 2023 |
| Standalone |
Consolidated |
|
Standalone |
Consolidated |
| 15,380.82 |
21,763.34 |
Gross total revenue |
15,790.60 |
22,753.12 |
3,804.38 |
3,675.39 |
Profit before tax and
exceptional item from continuing operations |
3,626.44 |
4,220.77 |
| 100.70 |
- |
Profit before tax from
discontinuing/restructuring operations |
58.73 |
- |
2,882.58 |
2,516.75 |
Profit for the year (after
tax and attributable to shareholders) from continuing operations |
2,469.53 |
2,801.91 |
75.35 |
- |
Profit for the year (after
tax and attributable to shareholders) from Discontinuing/Restructuring Operations |
43.94 |
- |
12.56 |
111.54 |
Other Comprehensive Income
for the year (not to be reclassified to P&L) from continuing operations |
(10.06) |
2.64 |
(7.01) |
272.13 |
Other Comprehensive Income
for the year (to be reclassified to P&L) from continuing operations |
1.26 |
134.99 |
0.55 |
- |
Other comprehensive income
for the year (not to be reclassified to P&L) from discontinuing/restructuring
operations |
(0.17) |
- |
| 14,961.71 |
13,536.98 |
Surplus brought forward from last balance
sheet |
17,534.77 |
15,669.07 |
17,938.12 |
16,072.42 |
Profit available for
appropriation Appropriations: |
20,037.72 |
18,460.53 |
| (403.35) |
(403.35) |
Dividend |
(403.50) |
(403.50) |
| 17,534.77 |
15,669.07 |
Surplus carried forward |
19,634.22 |
18,057.03 |
The financial results and the results of operations, including major
developments and statement of affairs of the Company have been discussed in detail in the
Management Discussion and Analysis report.
The above information have been prepared on the basis of the standalone
and consolidated financial statements.
Share Capital
During the year under review, the Company issued and allotted 3,36,557
equity shares of Rs. 2/- each to its employees under the Employee Stock Option Scheme
2013-A and Cipla Employee Stock Appreciation Rights Scheme 2021. As a result, the issued,
subscribed and paid-up share capital of the Company increased from Rs. 1,61,36,28,072
(divided into 80,68,14,036 equity shares of Rs. 2 each) as on 31st March, 2022 to Rs.
1,61,43,01,186/- (divided into 80,71,50,593 equity shares of Rs. 2 each) as on 31st March,
2023. The equity shares issued under the Employee Stock Option Scheme 2013-A and Cipla
Employee Stock Appreciation Rights Scheme 2021 rank pari- passu with the existing equity
shares of the Company.
Apart from the above, there were no other changes in the equity share
capital during the year.
Dividend
The Board recommends a final dividend of Rs. 8.50/- per equity share
(425% of face value) for the financial year ended 31st March, 2023. The payment of
dividend is subject to the approval of members at the ensuing Annual General Meeting and
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 21st July,
2023. The total dividend pay-out will be approximately Rs. 686.08 crores, resulting in a
pay-out of 27.30 % of the Standalone profit after tax of the Company.
During the year, the Dividend Distribution Policy was amended to update
it in line with the leading industry practices and to provide more clarity on the
company's dividend philosophy. The changes are summarised below:
Incorporated more specific quantitative parameters. As per the amended
policy, the Board will endeavour to maintain dividend pay-out of upto 30% of its
consolidated Profits After Tax (PAT).
Rearranged and reworded some of the qualitative parameters to provide
more clarity, and added some factors e.g. capital expenditure and working capital,
investment in organic and inorganic growth opportunities, capital markets and buyback of
shares etc. to present the correct philosophy.
The Policy is available on the website of the Company at
https://www.cipla.com/sites/default/files/2023-05/Dividend-Distribution-Policy.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 has been presented in a
separate Section on page no. 106.
Corporate Social Responsibility ("CSR")
A detailed report on the Company's CSR initiatives has been
provided in the Social Capital section of the Integrated Annual Report on page no. 88. The
Annual Report on CSR initiatives includingsummaryoftheImpactAssessmentReport,committee
composition, salient features of the policy including change therein, etc. as required
under Section 135 of the Companies Act, 2013 ("Act") is annexed as Annexure I to
this report on page no. 128. Details of terms of reference of the Committee and meetings
held during the year have been provided in the Report on Corporate Governance on page no.
180.
Integrated Annual Report
In compliance with SEBI circular dated 6th February, 2017, the Company
has voluntarily published the Integrated Annual Report, which includes both financial and
non-financial information and is based on the International Integrated Reporting
Framework. This report covers aspects such as organisation's strategy, governance
framework, performance and prospects of value creation based on the six forms of capitals
viz. financial capital, manufactured capital, intellectual capital, human capital, social
capital, relationship capital and natural capital.
The Company has engaged DNV Business Assurance India Private Limited as
an independent assurance partner to issue the assurance report on the non-financial
information in the Integrated Annual Report for FY 2022-23.
Business Responsibility & Sustainability Report
In compliance with Regulation 34(2)(f) of the Listing Regulations read
with SEBI circular dated 10th May, 2021. The Company has presented the Business
Responsibility & Sustainability Report ("BRSR"), for FY 2022-23 under a
separate section on page no. 144.
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. 165.
A certificate from M/s. BNP & Associates, Company Secretaries,
confirming compliance with corporate governance requirements 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. in the preparation of the annual accounts for the year ended 31st
March, 2023, 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 on 31st March, 2023 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
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 Scheme are
compliant with the Section 62 of the Act and Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations"). Details of the Schemes have been provided in note no. 41 of the
standalone financial statements. The disclosure containing details of options granted,
number of shares allotted upon exercise of options, etc. as required under the SEBI SBEB
Regulations is available on the Company's website at
https://www.cipla.com/investors/annual-reports.
In compliance with the requirements of the SEBI SBEB Regulations, a
certificate from the secretarial auditor, confirming that the Schemes were implemented in
accordance with the SEBI SBEB Regulations and as per the 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 Annual General Meeting ("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 annexed as 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. 43 to the standalone financial statements.
Annual Return
In compliance with the provisions of Section 92(3) read with Section
134(3)(a) of the Act, the Annual return of the Company i.e. E-form MGT-7 for FY 2022-23
has been uploaded 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 including amendments
made to the policy during the year, status of complaints and weblink of the Policy has
been provided in the Report on Corporate Governance, on page no. 182.
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, which is available on the 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. Across the organisation,
adequate workshops and awareness programmers against sexual harassment are conducted.
In compliance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted
an Internal Complaints Committee and was fully compliant of the Committee composition
requirements. The complaints pertaining to sexual harassment were periodically reviewed by
the Audit Committee.
Details of complaints received/disposed during FY 2022-23 have been
provided in the Report on Corporate Governance on page no. 187.
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. 183.
During the year, the consumer business undertaking of the Company was
transferred to Cipla Health Limited ("CHL"), wholly owned subsidiary, on a slump
sale basis through a Business Transfer Agreement. Since the transaction was between the
holding company and its wholly owned subsidiary, and the entire economic value of the
wholly owned subsidiary following the transfer of the undertaking continued to remain with
the holding company, the arm's length principle was not relevant.
Except the above referred transaction as further detailed in Form AOC-2
annexed as Annexure V, all other contracts, arrangements and transactions entered by the
Company with its related parties were in the ordinary course of business and on an
arm's length basis.
During the year, the Company did not enter any transaction, contract or
arrangement with related parties, that could be considered material in accordance with the
Listing Regulations and the Company's Policy on Related Party Transactions ("RPT
Policy"). Details of the related party transactions as per IND AS-24 have been
provided under note no. 40 of the standalone financial statements on page no. 260 and
under note no. 48 of the consolidated financial statements on page no. 362
During the year, the Company amended its RPT Policy to align with the
provisions of the amended Listing Regulations. The RPT policy is available on the
Company's website at https://www.
cipla.com/sites/default/files/2023-02/Policy-on-Related-Party-Transaction_Revised-%20Final.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 with respect to the financial statements 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.
The Statutory and Internal auditors have confirmed that there were no
internal control weakness during FY 2022-23.
Risk Management
The Investment and Risk Management Committee ("IRMC") of the
Board 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 an ongoing basis. In terms of the
provisions of Section 134 of the Act, a detailed note on Risk Management has been provided
on page no. 46.
Board Evaluation
A detailed disclosure on the performance evaluation criteria and the
process of Board evaluation as well as the outcome has been provided in the Report on
Corporate Governance on page no. 169.
Subsidiaries, Associates and Joint Ventures
The Company had 45 subsidiaries and 8 associates as on 31st March,
2023. Changes during the year were as follows:
Acquisition of 21.05% stake in Achira Labs Private Limited on 17th
August, 2022, to enter into the business domain of designing, developing and manufacturing
microfluidics-based PoC immunoassay and molecular assay technologies.
Incorporation of Aspergen Inc., USA as a 60:40 joint venture between
Cipla (EU) Limited and Kemwell Biopharma UK Limited on 30th August, 2022, for undertaking
the business of developing, applying for and obtaining licenses for and manufacturing,
commercialising, importing and exporting biological products.
Divestment of entire stake held in Avenue Therapeutics Inc., an
associate company, focused on development and commercialisation of intravenous (IV)
Tramadol, on account of non-completion of second stage closing conditions as per the
agreed timelines, with effect from 11th October, 2022.
Cipla Medpro Holdings (Pty) Limited, wholly owned step-down subsidiary
in South Africa being a dormant entity was dissolved with effect from 25th August, 2022.
Cipla (EU) Limited, wholly owned subsidiary and Meditab Holdings
Limited, wholly owned subsidiary entered a into Share Purchase Agreement ("SPA")
With Africa Capital works SSA 3 on 14th March, 2023 for sale of entire 51.18% stake held
in Cipla Quality Chemical Industries Limited ("CQCIL"), Uganda. Upon execution
of the transaction, the CQCIL will cease to be the subsidiary of Cipla Limited.
Details of these subsidiaries and associates are set out on page no.
287. Pursuant to Section 129(3) of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing
the salient features of the financial statements of the subsidiary and associate companies
in Form AOC-1 has been presented on page no. 369. 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.
Nomination, Remuneration and Board Diversity Policy and it's
Salient Features
The Company has in place a Nomination and Remuneration and Board
Diversity ("NRC Policy") which provides for process w.r.t. selection,
appointment and remuneration of directors, key managerial personnel and senior management
employees including other matters as provided under Section 178(3) of the Act.
Following are the salient features of the NRC Policy:
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 in alignment 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 and recommend improvement in board
diversity aspects 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/NominationRemuneration-and-Board-Diversity-Policy.pdf.
Directors and Key Managerial Personnel and Board Meetings
At the 86th Annual General Meeting of the Company held on 26th August,
2022 the shareholders approved (i) the reappointment of Ms Samina Hamied as a Director
liable to retire by rotation; (ii) the appointment of Dr Mandar Vaidya as an Independent
Director for a period of five years with effect from 29th July, 2022. In accordance with
the provisions of the Act and the Articles of Association of the Company, Mr Umang Vohra,
is liable to retire by rotation at the ensuing 87th Annual General Meeting and being
eligible, has offered himself for re-appointment. On the recommendation of the NRC, the
Board of Directors recommends his re-appointment as Director, liable to retire by
rotation. The said re-appointment is subject to the approval of members at the ensuing
AGM.
In the opinion of the Board, all directors including the directors
appointed / re-appointed during the year possess requisite qualifications, experience and
expertise and hold high standards of integrity. Except Dr Mandar Vaidya, all Independent
Directors have passed or are exempted from passing the proficiency test. Dr Mandar Vaidya
is required to pass the proficiency test within the permissible time limit. The list of
key skills, expertise and core competencies of the Board is provided in the Report on
Corporate Governance on page no. 167.
Criteria for determining qualification, positive attributes and
independence of a director is given in the NRC Policy.
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 of 3rd
May, 2022. The Board placed on record its sincere appreciation for the contribution made
by him over the years.
In order to fill in the interim vacancy, Mr Dinesh Jain, Senior Vice
President – Head Corporate Finance was appointed as the interim Chief Financial
Officer and Key Managerial Personnel, with effect from 10th May, 2022.
Mr Ashish Adukia was appointed as the Global Chief Financial Officer
and Key Managerial Personnel with effect from 16th August, 2022. Upon appointment of Mr
Ashish Adukia, Mr Dinesh Jain was relieved from the additional responsibility and
continued with his existing responsibility as Head of Corporate Finance. The Board
expressed its gratitude towards his valuable contribution as the Interim Chief Financial
Officer.
Dr Peter Mugyenyi, resigned from the position of Independent Director
w.e.f. 13th May, 2023. The Board placed on record its sincere appreciation for the
contribution made by him over the years.
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:
| Name of the KMP |
Designation |
|
|
| Ms Samina Hamied |
Executive Vice-Chairperson |
|
| Mr Umang Vohra |
Managing Director |
and Global |
Chief |
|
Executive Officer |
|
|
| Mr Ashish Adukia |
Global Chief Financial Officer |
|
| Mr Rajendra Chopra |
Company Secretary and
Compliance officer |
Except Ms Samina Hamied, Mr Umang Vohra, Dr Peter Mugyenyi, Mr Ashok
Sinha and Mr Robert Stewart no other directors received any remuneration or sitting fees
from any subsidiary of the Company during FY 2022-23.
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 on page no. 171.
The Directors have further confirmed that they are not debarred from
holding the office of director under any SEBI order or under the order of any 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
All the recommendations made by the Board committees, including the
Audit Committee, were accepted by the Board.
The Board met eight times during the year under review. Details of the
meetings of the Board and the Board Committees are provided in the Report on Corporate
Governance on page no. 193.
Statutory Auditor and Their Reports
M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm
Registration No 001076N/ N500013) were re-appointed as the Statutory Auditors 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 the year 2026.
The Statutory Auditors' Report for the standalone and consolidated
financial statements does not contain any qualification, reservation, adverse remarks or
observation and has been presented separately on page no. 197 and 280 respectively.
Secretarial Auditor and their Reports
M/s BNP & Associates, Company Secretaries, were appointed as the
Secretarial Auditors for the financial year ended 31st March, 2023. The Secretarial Audit
Report is annexed as Annexure VI to this report.
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 Annual Secretarial Compliance
Report did not contain any qualification, reservation, adverse remarks or observation.
The Board of Directors, on the recommendation of the Audit Committee,
has re-appointed M/s BNP & Associates, Company Secretaries, who have confirmed their
eligibility for the said re-appointment, to conduct the secretarial audit of the Company
for FY 2023-24.
Cost Auditor and Cost Audit Report
Mr D Rs. Zaveri, practising Cost Accountant (Fellow Membership No.
8971), was appointed as the Cost Auditor to conduct the audit of the Company's cost
records for the financial year ended 31st March, 2023. Mr Zaveri has confirmed his
eligibility for the said appointment. The Cost Auditor will submit his report for FY
2022-23 by the due date.
The Cost Audit Report, for FY 2021-22, was filed with the Central
Government within the statutory timelines. 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 2023-24 is required to be ratified by the members, the Board of
Directors recommends the same for ratification 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 did not report any instance of fraud committed in the Company by its officers or
employees under Section 143(12) of the Act, 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 the ESAR Scheme 2021 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, 2023;
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.
There are no amounts due and outstanding to be credited to Investor
Education and Protection Fund as on 31st March, 2023.
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: 12th May, 2023 |
Y. K. Hamied |
| Place: London |
Chairman |
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