Gland Pharma Ltd
Chairman Speech
Strengthening our core resiliently
We made concerted efforts to minimize the impact of supply disruptions
by roping in new suppliers as well as optimizing our production efficiencies. We also
ensured that our new product launches in target markets continued throughout the year as
per our internal plan.
-Srinivas Sadu, MD & CEO
Dear Shareholders,
The Year That Was FY 2022-23 was a rollercoaster, giving us a mixed
bag of positives and headwinds. But we kept our unwavering focus on strengthening our core
to ensure that our business remains stable and continues to create long-term value for all
our stakeholders. Amidst various external and internal challenges, we kept up our quest to
achieve geographic diversification, enhancement of our product portfolio, completion of a
strategic acquisition, new market entry and reinforcement of our quality and compliance
parameters. These will act as our growth catalysts over the medium and long term. The
combined experience and expertise of our teams continue to drive our future business plans
and hold us in good stead as we move forward.
The year posed considerable challenges, owing to supply chain
disruptions; non-availability and long lead times for several raw materials and primary
packing materials worried us all through the year, causing production delays in our
plants. While in the first half of the year we faced challenges in the Indian and
Rest-of-the-World (RoW) markets, in the latter half we experienced a softer offtake of
some of our key products in the US market. Inventory build-up at our customers' end,
normalisation of COVID-related sales and strategic shifts at some of our customers also
adversely impacted our top-line, while increased power cost, one-time M&A expenses and
insolvency filing by one of our customers, among other reasons, impacted our bottom-line.
We made concerted efforts to minimize the impact of supply disruptions
by roping in new suppliers as well as optimizing our production efficiencies. We also
ensured that our new product launches at target markets continued throughout the year as
per our internal plan.
Operational Performance
In April 2023, Gland Pharma acquired 100% of Cenexi. Founded in 2004,
Cenexi and its subsidiaries are engaged in Contract Development & Manufacturing
Operations (CDMO) of pharmaceutical products with expertise in sterile liquid and
lyophilized fill-finished drug, including capabilities in oncology and complex products.
Cenexi has four manufacturing sites in Europe – three in France and one in Belgium.
We seek to expand our CDMO offerings in the European market and build a
manufacturing presence there. Acquiring Cenexi gives us access to knowhow and development
capabilities in sterile forms, including for ophthalmic gel, needleless injectors and
hormones. It will help us expand our global presence and further cement our identity as an
injectables-focused CDMO Company. This is our first acquisition overseas, and it is in
line with our long-term growth objectives. We have now emerged as one of the largest
players in the generic small-molecule injectables CDMO space. We are well prepared to
focus on integrating the business and drawing synergistic benefits from this opportunity.
We also made progress on our path to building a bio-CDMO and signed our
first contract. It is a testimony to our team's strength and the robust
infrastructure installed at our facility in Shamirpet.
I am happy to inform you that we received our first product approval in
China during the year, and also launched our first product, Dexrazoxane; this is an
important accomplishment. We expect to receive another three or four product approvals in
China during FY 2023-24.
We also made strong progress in our complex portfolio by filing three
complex products during the financial year 2023. As of March 23, we had filed a total of
seven products within the Hormone and Peptide complex product portfolio.
We commercialized products including Bortezomib, Pemetrexed,
Pantoprazole, Cyanocobalamin and Bumetanide in the US market. We also launched other
products including Bortezomib in Australia, Oxaliplatin in Canada, and Bortezomib in
Europe. Ethacrynate Sodium, Ganciclovir, Foscarnet Sodium and Labetalol Hydrochloride were
registered in new geographies.
To strengthen our existing customer relationships and form new
partnerships in target markets to drive growth, we operationalized new offices in the US
and Singapore. This will align our internal product pipeline strategy with our
customers' feedback, mitigate some supply chain disruptions in future, and also help
us explore partnerships to accelerate our entry into the biologic biosimilar CDMO space.
Our strength in manufacturing high-volume sterile products, coupled
with our excellent compliance track record, made us stand out from the competition. We
continued to invest in R&D, and completed 29 ANDA and 9 DMF filings during the year.
Going forward, despite increasing competition in our new products, we remain confident of
our launch pipeline.
Financial Performance
We made a consolidated revenue of H 36,246 Mn during the year. Gross
Profit margin improved compared to the previous year, largely due to our favourable
geography mix. EBITDA stood at H 10,248 Mn, and PAT at H 7,810 Mn. Our performance was
subdued largely due to lower sales in some key products as compared to the previous year,
and a higher base owing to sales of certain COVID-related products.
Revenue from our core markets – US, Canada, Europe, Australia and
New Zealand – stood at H 26,851 Mn in FY 23, accounting for 75% of Total Revenue. Our
RoW market – the key geographies being MENA, LATAM and select South-East Asian
countries – generated H 6,894 Mn. Revenue from the Indian market was H 2,501 Mn (8%
of Total Revenue), due to the negative impact caused by the coming-back-to-normal of
COVID-related sales, and our Insulin production line at the Dundigal facility shutting
down for line upgradation.
As on March ‘23, we had H 37,707 Mn cash, part of which we
utilized to acquire Cenexi. Our existing cash position provides sufficient cushion to
carry out our organic capex plans to augment future growth.
Looking Beyond Business
Our outlook as a responsible corporate citizen has never remained
confined to just our injectables business. For us, CSR goes far beyond being just a
statutory requirement; it is an integral part of our growth as a company, and remains at
the very core of our operations and business values. We have always been committed to
serving the larger community around us.
We strive assiduously to achieve the UN's Sustainable Development
Goals (SDGs), and seek out avenues to make a positive difference to the planet and people
around us. We engage in social and economic outreach projects that make an immediate
difference, and are also aimed at yielding long-term benefits. They include providing free
breakfast-cum-health support to underprivileged children, developing government
schools' infrastructure, improving the quality of poor children's education,
kindling the scientific spirit in them, supporting orphanages / homes for people with
disabilities, assisting in eye care for the elderly, striving for community / rural
development, social justice, women's empowerment, public health and safety,
strengthening medical infrastructure in government hospitals, working for tribal
communities' welfare, promoting sports, protecting wildlife and conserving the
environment.
We received some heart-warming endorsements of our CSR endeavour during
the year:
We were bestowed with ‘The CSR Journal Excellence Award' in
the ‘Health and Sanitation' category.
Three of our Rural Development initiatives have been incorporated by
the Ministry of Education (Government of India) in their new BBA (Rural Management)
curriculum.
Our strength in manufacturing high-volume sterile products, coupled
with our excellent compliance track record, made us stand out from the competition. We
continued to invest in R&D, and completed 29 ANDA and 9 DMF filings during the year.
Going forward, despite increasing competition in our new products, we remain confident of
our launch pipeline.
Mapping the Road Ahead
Despite uncertainties in the operating environment, we are leveraging
our intrinsic strengths to grow sustainably with a long-term approach. We are continually
building our capabilities through strategic investments and equipping ourselves with the
right technology and expertise.
Our strategic priorities comprise:
Geographic Expansion: China will continue to remain our key focus; a
couple of our products filed there are in advanced stages of regulatory review. We are
also expanding our presence in the RoW markets, especially in South Africa and Kazakhstan.
Portfolio Development: We have been investing in new manufacturing
lines for technologies involving microspheres and combi-vials to support our complex
development portfolio.
Leveraging synergistic benefits from our Cenexi acquisition, in terms
of cross selling, access to new technology, and optimising costs. Our priority is to focus
on seamless integration of our businesses.
Establishing a Biosimilar CDMO: We are keenly exploring external
partnerships with our existing partners. Alongside ongoing site visits, we are also in
advanced stages of negotiation for signing customer contracts.
It is against tough odds that the true mettle of a champion comes to
the fore. ‘When the going gets tough', it is said, ‘the tough get
going'. The challenging operating environment we witnessed in FY 2022-23 has only
reinforced our commitment to our longer-term objectives. As we look ahead, we are
confident that our differentiated business model, continued focus on operational
efficiencies and innovation, ‘Quality First' approach and compliance –
which have always been our core strengths – will enable us to navigate the challenges
of both our domestic and global markets, and achieve sustained growth and profitability.
I would like to conclude by thanking our shareholders, communities,
employees, customers, vendors and other stakeholders for their unwavering support in the
challenging year that went by. We are confident that our stakeholders will continue to
have faith in our strategic initiatives.
| Regards |
| Srinivas Sadu |
| MD & CEO |
Gland Pharma Ltd
Directors Reports
Dear Members,
Your Directors take pleasure in presenting the 44th Annual
Report on the performance of the Company, along with the audited Standalone and
Consolidated Financial Statements for the Year ended 31st March, 2022.
CORPORATE AFFAIRS & FINANCIAL HIGHLIGHTS
Financial Highlights
(H in Mn)
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Particulars |
Year Ended 2021-22 |
Year Ended 2021-22 |
Year Ended 2020-21 |
Year Ended 2020-21 |
| Income |
46,246.48 |
46,246.46 |
35,976.52 |
35,976.52 |
| Profit Before Interest, Depreciation and Tax |
17,345.79 |
17,340.90 |
14,370.43 |
14,370.01 |
| Finance cost |
(52.40) |
(52.42) |
(34.11) |
(34.11) |
| Profit Before Depreciation and Tax |
17,293.39 |
17,288.48 |
14,336.32 |
14,335.90 |
| Depreciation |
(1,102.96) |
(1,102.96) |
(987.80) |
(987.80) |
| Profit Before Exceptional Items and Tax |
16,190.43 |
16,185.52 |
13,348.52 |
13,348.10 |
| Exceptional Items |
- |
- |
- |
- |
| Profit Before Tax |
16,190.43 |
16,185.52 |
13,348.52 |
13,348.10 |
| Provision for Taxation |
|
|
|
|
| Current tax |
(3,958.83) |
(3,958.83) |
(3,394.46) |
(3,394.46) |
| Deferred tax |
(140.08) |
(140.08) |
(1.20) |
(1.20) |
| Taxes for earlier years |
30.03 |
30.03 |
17.19 |
17.19 |
| Profit After Tax |
12,121.55 |
12,116.64 |
9,970.05 |
9,969.63 |
| Less : Total other Comprehensive Income /
(Loss) for the year, net of tax |
(3.85) |
(4.58) |
(8.71) |
(8.72) |
| Total Comprehensive Income for the year, net of tax |
12,117.70 |
12,112.06 |
9,961.34 |
9,960.91 |
| Earnings Per Share (H) (for Equity share of
H1/- each) |
|
|
|
|
| Basic |
73.84 |
73.81 |
63.07 |
63.07 |
| Diluted |
73.67 |
73.64 |
62.99 |
62.99 |
Annual Return [Section 134(3)(a)]
The Annual Return of the Company as on March 31, 2022 is available on
the Company’s website and can be accessed at
https://glandpharma.com/investors/investors_annual_report
Meetings of the Board of Directors [Section 134(3)(b)]
During the year under review, the Board of Directors met 5 times on 17th
May, 2021; 21st July, 2021; 22nd October, 2021; 21st
January, 2022 and 10th March, 2022.
Directors’ Responsibility Statement [Section 134(3)(c) and 134(5)]
In terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013
your directors state that:
a) in preparation of the annual accounts for the year ended 31st
March, 2022; the applicable accounting standards have been followed along with proper
explanations relating to material departures, if any;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2022 and of the profit of the
Company for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down proper internal financial controls to be followed by the Company
and that such internal financial controls were adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively.
Declaration by Independent Directors [Section 134(3)(d)]
All the Independent Directors of the Company have given declarations
confirming that they continue to meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and are in compliance with Rule 6(3) of the
Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, they have affirmed compliance with the Code of conduct laid down under Schedule
IV of the Companies Act, 2013.
Opinion of the Board [Rule 8(5)(iiia) of Companies (Accounts) Rules,
2014]
The Board opines that all the Independent Directors of the Company
strictly adhere to corporate integrity, possess the requisite expertise, experience and
qualifications to discharge the responsibilities as an Independent Director as mandated by
the Companies Act, 2013 and the Rules made thereunder and by the SEBI Regulations.
All the independent Directors of your Company have been registered and
are members of the Independent Directors Databank maintained by the Indian Institute of
Corporate Affairs (IICA). Four Independent Directors were already granted exemption from
appearing for the Online Proficiency Self-Assessment test conducted by IICA. One
Independent Director will appear for the online Proficiency Self-Assessment test before
the due date.
Company’s policy on Directors’ appointment and remuneration
and Criteria for determining qualifications, Positive Attributes and Independence of a
Director [Section 134(3)(e)]
The Company has constituted a Nomination and Remuneration Committee
which has been entrusted the responsibility of selecting and recommending the appointment
and remuneration of Directors. The Committee while making appointments and fixing the
remuneration of Directors will take into consideration the following:
a) their qualification
b) past record, especially their credentials and achievements, experience, past
remuneration
c) job profile and suitability
d) comparative remuneration with the industry in line with the size and profits of the
Company
e) their pecuniary relationship with the promoters.
Further, the Nomination and Remuneration Committee also, while recommending and
appointing independent Directors will evaluate the following:
a) their qualification
b) credentials, past experience in the fields of finance, management,
technology, taxation and other related fields
c) expertise in similar industry
d) confirmation from the Internal Auditors that there is no pecuniary
relationship with the Company or other parties in terms of Section 149(6) of the Companies
Act, 2013.
The terms and conditions for appointment of Independent Directors and
the Code of Conduct of the Board of Directors and Senior Management Personnel are
available on the Company’s website and can be accessed at https://
glandpharma.com/investors/corporate_governance
Audit Reports [Section 134(3)(f)]
The Independent Auditor’s Report on Standalone Financial
Statements and Consolidated Financial Statements given by M/s. S.R. Batliboi &
Associates, LLP, Statutory Auditors of the Company does not contain any qualifications,
reservations or adverse remarks.
The Secretarial Audit Report issued by M/s. RVR & Associates,
Company Secretaries does not contain any qualifications, reservations or adverse remarks.
The Company has undertaken an audit for the Financial Year ended March
31, 2022 for all applicable compliance as per the Securities and Exchange Board of India
Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial
Compliance Report issued by M/s. RVR & Associates, Company Secretaries was submitted
to the Stock Exchanges within 60 days of the end of the Financial Year and the same is
available on the websites of the Stock Exchanges and the Company and can be accessed at
https://glandpharma.com/images/ SecretarialComplianceReportReg24A31032022.pdf
Frauds reported by Auditors [Section 134(3)(ca)]
The Statutory Auditors did not report any frauds during the financial
year under review under Section 143(12).
Particulars of Loans, Guarantees and Investments [Section 134(3)(g)]
During the year under review, the Company did not extend any Loans or
Guarantees as covered under the provisions of Section 186 of the Companies Act, 2013. The
Company has further invested US$ 1,000,000/- (USD One Million) in its Wholly-owned
Subsidiary incorporated in Singapore i.e., Gland Pharma International Pte. Ltd. The
details are also provided in Note No.8 to the standalone financial statements.
Gland Pharma USA, Inc. a step-down subsidiary (Subsidiary of Gland
Pharma International Pte. Ltd.) was incorporated in the US during the year under review.
The Company had deposited an amount of H2,000 Mn with HDFC Ltd during
the year under review.
Particulars of contracts with Related Parties [Section 134(3)(h)]
The Company’s transactions with Related Parties are at arm’s
length and were in the ordinary course of business only. The Company does not have any
related party transactions, which may have potential conflict with the interests of the
Company. All Related Party transactions have been reported in Notes to Accounts and do not
cover under the provisions of Section 188(1) of the Companies Act, 2013 read with Rules
made thereunder.
The details of the Related Party transactions were provided in Annexure
D to this Report. The policy on materiality of Related Party transactions and on
dealing with Related Party transactions as approved by the Board of Directors is available
on the Company’s website and can be accessed at https://
glandpharma.com/investors/corporate_governance. Members may refer to Note 40 to the
Standalone Financial Statement which sets out related party disclosures pursuant to Ind
AS.
Company Affairs [Section 134(3)(i)]
Research and Development
R&D is another focus area for Gland. Led by Dr. C.S. Venkatesan and
Dr. S. Sridevi, each with over 2 decades of experience, Gland has a team of close to 300
scientists working in the areas of:
• Formulation Development
• Analytical Method Development
• API Process Development
• Stability Studies, etc.
Financial Highlights [Rule 8(5)(i) of Companies (Accounts) Rules, 2014]
Performance and Operations Review
During the year, the total income of the Company was H46,246.48
million as against H35,976.52 million during the previous year reflecting a growth of
28.55%.
Exports
Exports contribution to the revenue of the Company is approximately
80.30%. Your Company exports to almost 60 countries across 6 continents. During the year,
the Company has achieved an export turnover of H35,206.32 Mn.
Domestic Operations
The Domestic sales during the year 2021-22 amounts to H8,635.13
Mn. Domestic sales include Co-Marketing, a major revenue source for your Company in the
Domestic segment.
Taxation
The Company has made an Income Tax provision of H3,958.83 Mn for the
period under review as against H3,394.46 Mn for the previous year.
Borrowings
The Company has no outstanding borrowings as on date of this Report.
However, outstanding amount of Deferred Sales tax amounting to H39.33 Mn was classified as
borrowings as per Indian Accounting Standards.
Capital Expenditure
During the year under review, the Company has incurred capital
expenditure of H5,113.27 Mn at its manufacturing facilities at Dundigal, Pashamylaram,
Shamirpet, VSEZ and Pharmacity and an amount of H107.92 Mn for purchase of other
intangibles.
Share Capital
During the year under review, the Company has issued and allotted
7,09,800 fully paid-up equity shares to its employees under the Employee Stock Option
Scheme, 2019. Consequently, the issued, subscribed and paid-up share capital of the
Company was increased from H163,592,923/- (divided into 163,592,923 equity shares of H1/-
each) to H164,302,723/- (divided into 164,302,723 equity shares of H1/- each). The equity
shares issued under the Employee Stock Option Scheme, 2019 rank pari-passu with the
existing equity shares of the Company.
General Reserve [Section 134(3)(j)]:
During the financial year under review, no amount was transferred to
General Reserve.
Dividends [Section 134(3)(k)]
The Board of Directors does not recommend dividend for this year. The
Company is in compliance with its Dividend Distribution policy as approved by the Board.
In compliance with the requirements under Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; the
policy is annexed as Annexure A to this Report.
Material Changes and commitments [Section 134(3)(l)]
There were no material changes occurred or commitments made by the
management from the end of the financial year till the date of this report, which may
affect the financial position of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Out go [Section 134(3)(m)]
Particulars as required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided as Annexure
G to this Report.
Employee Stock Option Scheme
The Company has an Employee Stock Option Scheme, namely ‘Gland
Pharma Employee Stock Option Scheme, 2019’ (ESOP Scheme, 2019) that helps the Company
to retain and attract the right talent. The ESOP Compensation Committee administers the
ESOP Scheme. There was no change in the ESOP Scheme during the year under review. The ESOP
Scheme is in compliance with the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 (SBEB Regulations). Details of the Employee Stock
Option Scheme-2019 have also been provided in Note No. 38 of the standalone financial
statement. During FY 2021-22, no employee was issued options equal to or exceeding 1% of
the issued share capital of the Company at the time of grant.
In compliance with the requirements of the SBEB Regulations, a
certificate from Secretarial auditor confirming implementation of ESOP Scheme in
accordance with the said regulations and shareholder’s resolution will be available
electronically for inspection by the members during the annual general meeting of the
Company and the same is available at https://
glandpharma.com/investors/investors_annual_report.
The details of stock options are as mentioned in Annexure H and
forms part of this Report. Further, the details of this stock options stated in the notes
to accounts of the financial statements also forms part of this annual report.
Risk Management [Section 134(3)(n)]
The Board of Directors of the Company has constituted a Risk Management
Committee, which oversees the Enterprise Risk Management process. The Committee shall meet
as and when required and atleast twice in a year. The Audit Committee has additional
oversight in the area of financial risks and controls.
The Company has formulated a Risk Management policy. Risks are
classified in different categories such as Financial, Operational, Legal and Strategic
risks. These risks are reviewed from time to time and controls are put in place with the
specific responsibility of the concerned Officer of the Company. However, the Board could
not identify any major risks, which may threaten the immediate existence of the Company.
Corporate Social Responsibility [Section 134(3)(o)]
The Company had constituted a ‘Corporate Social Responsibility
Committee’ to decide upon and implement the Corporate Social Responsibility Policy
(CSR policy) of the Company.
The brief outline of the Corporate Social Responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure- E to this Report in the format prescribed in the
Companies (CSR policy) Rules, 2014.
The Corporate Social Responsibility policy of the Company can be
accessed at https://glandpharma.com/investors/ corporate_governance
Board Evaluation [Section 134(3)(p)]
The evaluation of all the Directors including the Chairman, the MD
& CEO and the Board as a whole was carried out based on the criteria and framework
approved by the Nomination and Remuneration Committee. 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.
The policy on evaluation of Independent Directors and Directors of the
Company can be accessed at https:// glandpharma.com/investors/corporate_governance
Nature of business [Rule 8(5)(ii) of Companies (Accounts) Rules, 2014]
Gland Pharma is engaged in the development, manufacture, sale and
distribution of Pharmaceuticals. There was no change in the nature of the business of the
Company during the financial year under review.
Change in the Directors or Key Managerial Personnel [Rule 8(5)(iii) of
Companies (Accounts) Rules, 2014]
Directors
During the year under review, the following are the changes made in the
constitution of the Board of Directors of the Company.
(i) Pursuant to the provisions of Sections 149,150 and 152 of the
Companies Act, 2013 and the recommendation of the Nomination and Remuneration Committee,
the Board of Directors appointed Ms. Naina Lal Kidwai as an Additional Director and
Independent Director for a period of five years on 17th May, 2021. The Members
of the Company had approved the appointment of Ms. Naina Lal Kidwai as an Independent
Director (change in designation from Additional Director to Director) in the Annual
General Meeting held on 26th August, 2021, through e-voting.
(ii) Pursuant to the provisions of Sections 149 and 152 of the
Companies Act, 2013 and the recommendation of the Nomination and Remuneration Committee,
the Board of Directors appointed Dr. Allen Zhang as an Additional Director on 17th
May, 2021. The Members of the Company had approved the appointment of Dr. Allen Zhang as a
Director liable to retire by rotation (change in designation from Additional Director to
Director) in the Annual General Meeting held on 26th August, 2021, through
e-voting.
(iii) Pursuant to the provisions of Sections 149 and 152 of the
Companies Act, 2013 and the recommendation of the Nomination and Remuneration Committee,
Mr. Yao Fang was appointed as additional Director on 10th March, 2022. The
Members of the Company approved appointment of Mr. Yao Fang as Non-Executive Director
(change in designation from Additional Director to Director) through Postal Ballot on 20th
April, 2022.
(iv) Mr. Dongming Li resigned as Director with effect from 10th
March, 2022 consequent to his decision to peruse better opportunities outside Fosun
Pharma. He confirmed that there were no other material reasons for his resignation.
(v) Mr. Srinivas Sadu was re-appointed as Managing Director and CEO of
the Company for a further period of 5 (five) years with effect from 25th April,
2022 to 24th April, 2027, through Postal Ballot on 20th April, 2022.
Key Managerial Personnel: There was no change in the Key Managerial
Personnel during the year under review.
Subsidiaries and Associates [Rule 8(5)(iv) of Companies (Accounts)
Rules, 2014]
During the year under review, Gland Pharma International Pte. Ltd., a
Wholly-owned Subsidiary of the Company has incorporated a wholly subsidiary company
‘Gland Pharma USA Inc.’ in USA on 7th March, 2022.
Gland Pharma Limited is a subsidiary of Fosun Pharma Industrial Pte.
Ltd., a Singapore Company, which holds approximately 58.00% of the shareholding in Gland
Pharma Limited.
Details of the subsidiary are set out as Annexure B to this
Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014; a statement containing salient features of the financial
statement of the subsidiary in Form AOC-1 is provided as Annexure C to the
Directors’ Report. The consolidated financial statements presented in this annual
report include financial results of the subsidiary.
Copies of the financial statements of the subsidiary are accessible at
https://glandpharma.com/investors/financials
Deposits [Rule 8(5)(v) of Companies (Accounts) Rules, 2014]
The Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014. There are no unpaid or unclaimed deposits as the Company had never accepted deposits
within the meaning of the Act and the rules made thereunder.
Significant and Material Orders [Rule 8(5)(vii) of Companies (Accounts)
Rules, 2014]
No significant or material orders were passed by the regulators or
courts or tribunals which could impact the ‘going concern’ status and the future
operations of the Company.
Internal Financial controls [Rule 8(5)(viii) of Companies (Accounts)
Rules, 2014]
The Company appointed M/s. Y. Raghuram & Co., Chartered Accountants
as Internal Auditors of the Company. The Company 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. Effectiveness of internal financial controls is ensured through
management reviews, controlled self- assessment and independent testing by the Internal
Audit team.
Maintenance of Cost records [Rule 8(5)(ix) of Companies (Accounts)
Rules, 2014]
The Company has been maintaining Cost records as required under the
provisions of the Companies Act, 2013.
Disclosure under The Sexual Harassment of
WomenatWorkplace(Prevention,Prohibitionand Redressal) Act, 2013 [Rule 8(5)(x) of Companies
(Accounts) Rules, 2014]
The Company has in place a policy on Prevention, Prohibition and
Redressal of Sexual Harassment at Workplace in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. The policy has set guidelines on the redressal and enquiry
process that is to be followed by complainants and the ICC, whilst dealing with issues
related to sexual harassment at the work place. All women employees (permanent, temporary,
contractual and trainees) are covered under this policy.
The Company has received three complaints during the year and
appropriate action was taken against the accused. There are no pending complaints as at
the end of the financial year.
Proceedings pending under the Insolvency and Bankruptcy Code, 2016
[Rule 8(5)(xi) of Companies (Accounts) Rules, 2014]
No application has been made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.
Difference in Valuation [Rule 8(5)(xii) of Companies (Accounts) Rules,
2014]
The Company has never made any One Time Settlement against the Loans
obtained from Banks and Financial institutions and hence this clause is not applicable.
Statement of deviations or variations [Regulation 32(4) of SEBI LODR]
The proceeds from the Initial Public Offer of the Company have been
utilized for the purposes for which the proceeds were raised and there were no deviations
or variations thereunder. The Company has been filing the Monitoring Agency Reports issued
by Axis Bank Limited, on a quarterly basis, with the Stock Exchanges on which the
Company’s shares are listed.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under
review, as required under Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section in this Report.
Business Responsibility Report
Pursuant to Regulation 34 of The Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015; the Business
Responsibility Report (BRR) is presented in a separate section in this Report.
Vigil Mechanism [Section 177(9) and 177(10)]
The Company, as required under Rule 7 of Companies (Meetings of Board
and its Powers) Rules, 2014, has established a Vigil Mechanism for its Directors,
employees and other stakeholders to report their genuine concerns or grievances either in
writing or by email to the Chairman of the Audit Committee.
The Audit Committee of the Company shall oversee the vigil mechanism,
which provides for adequate safeguards against victimisation of employees and Directors
who avail of the vigil mechanism.
All the employees and Directors of the Company are provided direct
access to the Chairman of the Audit Committee.
Secretarial Standards
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.
Auditors
Statutory Auditors
M/s. S.R. Batliboi & Associates, LLP, Chartered Accountants,
Hyderabad were appointed as Statutory Auditors of the Company to hold office from the
conclusion of the 40th Annual General Meeting to the conclusion of the Annual
General Meeting for the financial year 2022-23.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made thereunder, the Company has appointed RVR & Associates, Company
Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed as Annexure-F to this Report.
Committees of the Board of Directors
a) Audit Committee [Section 177]
The primary objective of the Audit Committee of the Company is to
monitor and provide effective supervision of the management’s financial reporting
process with a view to ensure accurate, timely and proper disclosures and the
transparency, integrity and quality of financial reporting.
The Audit Committee will review periodically the internal control
systems, scope of audit including the observations of auditors, if any and review the half
yearly and annual financial statements before submission to the Board and also ensures
compliance with internal control system.
The terms of reference of the Committee are wide enough to cover
matters specified for Audit Committees under Section 177 of the Companies Act, 2013.
During the year under review, the Audit Committee met four times on 17th
May, 2021; 21st July, 2021; 22nd October, 2021 and 21st
January, 2022.
|
Composition and attendance of
Audit Committee |
|
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Satyanarayana Murthy Chavali |
Chairman |
Independent Director |
4 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
4 |
| Ms. Xiaohui Guan |
Member |
Non-Executive Director |
4 |
Mr. Srinivas Sadu, Managing Director & CEO, Mr. Ravi Shekhar Mitra,
CFO and Mr. Wu Rong, Financial Controller of the Company are the Special invitees to every
Audit Committee Meeting.
b) Nomination and Remuneration Committee [Section 178]
The purpose of the Remuneration Committee of the Company shall be to
discharge the Board’s responsibilities relating to remuneration of the Company’s
Executive Directors. The Committee has overall responsibility for formulating the criteria
for determining qualifications and independence of a Director and recommends to the Board
a policy relating to the remuneration for the Directors, Key Managerial Personnel and
other employees.
During the year under review, the Nomination and Remuneration Committee
met three times on 14th May, 2021, 20th July, 2021 and 10th
March, 2022.
| Composition and attendance of Nomination and
Remuneration Committee |
|
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Satyanarayana Murthy Chavali |
Chairman |
Independent Director |
3 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
3 |
| Mr. Udo Johannes Vetter |
Member |
Independent Director |
2 |
| Mr. Dongming Li |
Member (till 10.03.2022) |
Non-Executive Director |
2 |
| Mr. Wu Yifang |
Member (w.e.f. 10.03.2022) |
Non-Executive Director |
NA |
c) Corporate Social Responsibility (CSR) Committee [Section 135]
The Company has constituted the ‘Corporate Social Responsibility
Committee’ for formulating and recommending to the Board of Directors a Corporate
Social Responsibility Policy for the Company, which shall indicate the activities to be
undertaken by the Company as specified in the Companies Act, 2013 and the rules made
thereunder.
The Corporate Social Responsibility Committee recommends the amount of
expenditure to be incurred by the Company on CSR activities and monitor the Corporate
Social Responsibility Policy of the Company from time to time.
During the year under review, the Corporate Social Responsibility
Committee met two times on 14th May, 2021 and 16th March, 2022.
| Composition and attendance of Corporate Social
Responsibility Committee |
|
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Srinivas Sadu |
Chairman |
Managing Director & CEO |
2 |
| Mr. Li Dongming |
Member (till 10.03.2022) |
Non-Executive Director |
1 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
2 |
| Ms. Xiaohui Guan |
Member (w.e.f. 10.03.2022) |
Non-Executive Director |
N.A |
d) Stakeholders’ Relationship and Share Transfer Committee
The Company has constituted the ‘Stakeholders’ Relationship
and Share Transfer Committee’ for resolving the grievances of the security holders of
the Company including complaints related to transfer / transmission of shares, non-receipt
of annual report, non-receipt of declared dividends, issue of new/duplicate certificates,
notice for general meetings, etc. and for review of measures taken for effective exercise
of voting rights by shareholders.
During the year under review, the Stakeholders’ Relationship and
Share Transfer Committee met four times on 14th May, 2021; 20th
July, 2021; 22nd October, 2021 and 21st January, 2022.
Composition and attendance of Stakeholders’ Relationship and Share
Transfer Committee
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Satyanarayana Murthy Chavali |
Chairman |
Independent Director |
4 |
| Mr. Srinivas Sadu |
Member |
Managing Director & CEO |
3 |
| Mr. Li Dongming |
Member (till 10.03.2022) |
Non-Executive Director |
4 |
| Mr. Yao Fang |
Member (w.e.f. 10.03.2022) |
Non-Executive Director |
N.A |
e) Risk Management Committee
The Company has constituted the ‘Risk Management Committee’
for fulfilling the Board of Directors’ corporate governance oversight
responsibilities with regard to the identification, evaluation and mitigation of
strategic, operational, and external environment risks. The Committee shall undertake an
overall responsibility for monitoring and approving the enterprise risk management
framework and associated practices of the Company.
During the year under review, the Risk Management Committee met three
times on 20th July, 2021; 05th January, 2022 and 04th
March, 2022.
Composition and attendance of Risk Management Committee
| Name of the Director/Officer |
Position |
Category |
No. of Meetings attended |
| Ms. Naina Lal Kidwai |
Chairman (w.e.f. 10.03.2022) |
Independent Director |
2 |
|
Member (w.e.f. 17.05.2021) |
|
|
| Mr. Dongming Li |
Chairman (till 10.03.2022) |
Non-Executive Director |
1 |
| Mr. Srinivas Sadu |
Member |
CEO & Managing Director |
3 |
| Mr. Yao Fang |
Member (w.e.f. 10.03.2022) |
Non-Executive Director |
N.A |
| Mr. Ravi Shekhar Mitra |
Member |
CFO |
3 |
Details of remuneration to Executive Directors and KMPs
( H in million)
| Name of the Director |
Salary |
Commission |
PF |
Perquisites |
Others |
Total |
| Mr. Srinivas Sadu |
60.86 |
- |
2.45 |
- |
60.27* |
123.58 |
| Mr. Ravi Shekhar Mitra |
14.53 |
- |
0.62 |
- |
- |
15.15 |
| Mr. P. Sampath Kumar |
4.41 |
- |
0.20 |
- |
0.50# |
5.11 |
*Others include special bonus and stock options granted during FY
2019-20. which were vested over a period of 3 years. # Others include Stock options
granted during FY 2019-20 which were vested over a period of 3 years
Non-Executive Directors
The Company does not pay any remuneration to Non-Executive Directors.
Independent Directors
The Independent Directors of the Company would be paid Commission on
the profits of the Company, apart from Sitting fee for attending the Board Meetings. The
details of the remuneration paid to the Independent Directors are as follows:
( H in million)
| Name of the Director |
Commission |
Sitting Fees |
Total |
| Mr. Yiu Kwan Stanley Lau |
4.57 |
0.40 |
4.97 |
| Mr. Satyanarayana Murthy Chavali |
2.50 |
0.50 |
3.00 |
| Mr. Essaji Goolam Vahanvati |
2.50 |
0.40 |
2.90 |
| Ms. Naina Lal Kidwai |
10.0 |
0.40 |
10.40 |
| Mr. Udo J Vetter |
2.50 |
0.40 |
2.90 |
Corporate Governance
In compliance with Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015; a separate report on
Corporate Governance for the year under review is included as a separate section of this
Report.
A certificate from M/s. RVR & Associates, practicing Company
Secretaries confirming compliance with the conditions of corporate governance, as
stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is annexed to the Report on Corporate Governance.
Human Resources
The Company continues to have cordial and harmonious relationship with
its employees. Information required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in Annexure.I.1 to this report.
Information required under Section 197(12) of the Companies Act, 2013
read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel), Rules, 2014 is provided in Annexure I.2 to this report. In
terms of the provisions of Section 136 of the Act, the Annual Report is being sent to
members excluding the aforementioned information. The information will be available on the
website of the Company at https://glandpharma.com/investors/investors_annual_report
Acknowledgements
Your Directors gratefully acknowledge the continued support,
co-operation and wise counsel extended by the Government Authorities, Banks and Financial
Institutions.
Your Directors place on record their sincere appreciation for the
significant contribution made by the employees through their dedication, hard work and
commitment.
Your Directors sincerely acknowledge the confidence and faith reposed
in the Company by the Shareholders, Medical Profession & trade and other stake
holders.
| For and on behalf of the Board |
|
| Srinivas Sadu |
Satyanarayana Murthy Chavali |
| Managing Director & CEO |
Independent Director |
| DIN: 06900659 |
DIN: 000142138 |
| Place: Hyderabad |
|
| Date: 19th May, 2022 |
|