Your Directors are pleased to present the 45th Annual Report
together with the Audited Financial Statements of the Company for the financial year ended
March 31, 2024.
FINANCIAL RESULTS
( in million)
Particulars |
2023-24 |
2022-23 |
Sales and Other Income |
13,303 |
10,291 |
Profit/(Loss) Before Tax |
2,195 |
1,341 |
Provision for Taxation |
|
|
- Income Tax |
589 |
383 |
- Adjustment for Deferred Tax |
(9) |
(35) |
Total Tax |
580 |
348 |
Profit/(Loss) after Taxation |
1,615 |
993 |
Other comprehensive income/(loss) for the
year |
10 |
(26) |
Total comprehensive income for the year |
1,625 |
967 |
Surplus brought forward from the previous
year |
4,556 |
3,790 |
Impact of Ind AS 116 |
- |
- |
Total amount available for appropriation |
6,181 |
4,756 |
Appropriation made by Directors |
|
|
Transfer to General Reserve |
- |
- |
Appropriation recommended by Directors |
|
|
Dividend |
(400) |
(200) |
Tax on proposed Dividend |
- |
- |
Surplus carried over |
5,781 |
4,556 |
Dividend
The Board is pleased to recommend dividend of 24/- per equity share
of 2 each, which if approved at the forthcoming Annual General Meeting, will be paid to
all those equity shareholders of the Company whose names appear in the Register of Members
and whose names appear as beneficial owners as per the beneficiary list furnished for the
purpose by National Securities Depository Limited and Central Depository Services (India)
Limited as on record date fixed for this purpose.
Business
The Company registered product sales of 12,056 million versus last
year sales of 9,417 million delivering growth of 28%. Also, the Company achieved a total
comprehensive income of 1,625 million, with a growth of 68%, during FY 2023-24.
Aligned to our global strategy, growth through innovation strategy of
the Company worked well with innovative molecules like Osimertinib (Tagrisso), Olaparib
(Lynparza), Durvalumab (Imfinzi), Benralizumab (Fasenra), Ticagrelor (Brilinta) and newly
launched Trastuzumab-Deruxtecan (Enhertu) and Selumetinib (Koselugo).
Oncology Business Unit
In the financial year of 2023-24, the Oncology Business continued to
significantly advance our mission to push the boundaries of science to change the practice
of medicine and transform the lives of patients living with cancer.
We continued to deliver strong performance across our priority tumor
areas of Lung, Breast, Gastrointestinal, Genitourinary and Gynecological cancers, with the
overall oncology business achieving growth of 43% in the financial year 2023-24. Our
therapy area growth and leadership are underpinned by accelerating emerging and
differentiated science in collaboration with Key External Experts and Medical societies to
Oncology fraternity as well as shaping diagnostic landscape espcially Next Generation
sequencing for Lung Cancer to help treating specialists to identify right therapy for
right patients including our targeted portfolio.
Lung Cancer: Scientific advancements are strengthening the
potential of our medicines to improve long-term outcomes for patients with lung cancer. We
are continuing to build a comprehensive portfolio of lung cancer medicines and indications
to meet the needs of patients across stages of disease. Tagrisso continues to be a
standard of care for appropriate and indicated lung cancer patients in both advanced and
early-stage resectable settings who harbor an EGFR mutation. Tagrisso is one of the Top
Ten oncology brands in India as per IPSOS MAT Jun'23 and continues to be the largest
oncology brand by sales for AstraZeneca India. Imfinzi is another AstraZeneca brand with
key indications in Lung Cancer across both Non-Small Cell and Small Cell Lung Cancer and
has demonstrated robust growth across lung cancer indications in 2023-2024.
Our commitment to advance patient outcomes in Lung Cancer extends
beyond our medicines and in financial year 2023-24 we were excited to launch new
initiatives in collaboration with the governments of Karnataka and Goa to increase early
diagnosis of lung cancer within those states.
Breast Cancer: We are committed to redefine clinical practice and
transform outcomes for patients with breast cancer. A key catalyst for our growth in
breast cancer was the launch of Transtuzumab Deruxtecan (Enhertu) for HER-2 positive
metastatic breast cancer in January 2024. Enhertu has been granted breakthrough
designation by the USA FDA, highlighting its scientific innovation and potential relevance
to meeting the unmet needs of breast cancer patients. Initial feedback from oncologists
and adoption of Enhertu in India from January to March 2024 has been strong, establishing
the foundation for continued robust growth in 2024. In March 2024, Enhertu also received
another key indication approval in Breast Cancer for treatment of adult patients with
unresectable or metastatic HER-2 low breast cancer who have received a prior chemotherapy
in the metastatic setting or developed disease recurrence during or within six months of
completing adjuvant chemotherapy.
Gastrointestinal Cancer: Given the high prevalence of
Gastrointestinal (GI) cancers in India, AstraZeneca is committed to bringing innovative
treatment solutions to support patients with GI cancers. The last financial year saw the
continued adoption of TOPAZ 1 indication with Durvalumab (Imfinzi) as a standard of care
for indicated patients with advanced Biliary Tract Cancer (BTC). The rapid adoption and
growth of Imfinzi in BTC was the key driver for the overall growth of the brand in the
financial year 2023-24 and has laid a strong foundation for future growth in GI cancers.
The Company plans to build on its presence in GI cancers with additional indications for
Imfinzi and other products including Enhertu. In March 2024, Enhertu received an approval
for the treatment of adult patients with locally advanced or metastatic HER2-positive
gastric or gastroesophageal (GEJ) adenocarcinoma who have received a prior Trastuzumab
based regimen.
Genitourinary/Gynecological Cancers: In genitourinary and
gynecological cancers, we aim to transform treatment paradigms through the delivery of
innovative treatments that will redefine patient outcomes. We expect to build on our
current portfolio of Lynparza and Zoladex with additional indications encompassing Imfinzi
and additional new products. In March 2024, with the loss of patent exclusivity in India
for Lynparza, we saw the launch of several generic versions of Olaparib and consequent
expected erosion in the market share for Lynparza. Overall, we are excited at the progress
achieved by our oncology business in the financial year 2023-24. AstraZeneca is one of the
top five leading companies in Oncology business in India as per the Sales Audit Report for
June MAT 2023 of IPSOS Research Private Limited, an independent international market
research company.
BioPharmaceutical Business Unit
In the financial year of 2023-24, BioPharmaceutical division remained
steadfast in advancing our mission of life-altering solutions to patients. Despite facing
competition from generic brands, overall BioPharmaceutical Business demonstrated robust
performance, achieving a noteworthy growth of 9% during the financial year.
Ticagrelor (Brilinta) is approved for treatment in Acute Coronary
Syndrome (ACS) and used in high-risk Post MI patients further gaining momentum with an
achievement of 27% growth year-on-year despite loss of exclusivity by parent company. Our
continued focus on the awareness of use of potent anti-platelet drugs in ACS including the
correct diagnosis and science behind the product led us to this achievement despite the
presence of several generics in the market.
In the financial year 2023-24, Fasenra the first Biologic from
AstraZeneca to treat Severe Eosinophilic Asthma (SEA) has touched more than 600 Patients.
It is regarded as the most effective, convenient, and safe therapy for SEA by the
Pulmonologists and Patients. Fasenra also attained Value Leadership in Biologics Market
during this period. (Source: IPSOS Sales Tracker Data)
Forxiga franchise, as part of the SGLT2 class of drug (Sodium Glucose
Cotransporter Inhibitors), grew despite strong headwinds from several companies who
launched generic versions of Dapagliflozin. We continue to focus on high science and
approval of Forxiga 10 mg in new indications like HFrEF and Chronic Kidney Disease which
are helping SGLT2 inhibitors to be used early for these indications irrespective of the
presence of type 2 diabetes.
The Company and Mankind Pharma Limited have entered into an exclusive
distribution agreement for AstraZeneca's Symbicort in India. The partnership aims at
expanding the reach for the inhaler to more patients while the Company continues its
strategy around Access and Specialist and focus on biologics and new launches in
Respiratory & Immunology and Vaccines & Immunisation (R&I and V&I)
portfolio.
Rare Disease Business Unit:
In the financial year 2023-24, the Company forayed into the Rare
Diseases segment with the launch of Selumetinib (Koselugo), the first and only approved
therapy for the treatment of paediatric patients with neurofibromatosis type 1 (NF1) who
have inoperable plexiform neurofibromas (PN).
Several medical awareness initiatives were undertaken by the Company,
including actively engaging with Patient Advocacy Groups (PAGs) such as Organization for
Rare Diseases India (ORDI), conducting speaker programs led by globally renowned opinion
leaders in the NF1 space, and participating in Race for 7' by ORDI on Rare
Disease Day. The Company is also working closely with the government to ease the
challenges faced by patients living with rare diseases. This includes working with key
stakeholders to widen the ambit of the diseases included in the National Policy for Rare
Diseases (NPRD), increasing the number of Centers of Excellence where patients can seek
treatment, and collaborating with PAGs to incorporate patient perspectives into the
development of healthcare policies. Multiple insightful roundtables were arranged in
collaboration with Federation of Indian Chambers Of Commerce & Industry (FICCI),
Invest India, Department of Pharmaceuticals and Sweden Chamber of Commerce, bringing
together government stakeholders along with PAGs and patients. The Company also
collaborated with the Swedish Embassy for a tree plantation drive at the embassy on Rare
Disease Day to further amplify awareness and advocacy.
With a robust pipeline of life-changing medications and unwavering
patient advocacy efforts, the Company is dedicated to alleviating the impact of Rare
Diseases in India.
Manufacturing
The Company's excellent safety and quality performance at its
manufacturing facility continues. The manufacturing site celebrated 10 years without Lost
Time Injury. Safety Health and Environment and Quality audits at the manufacturing
facility were conducted in the year 2023 which have no critical observations cited both by
internal and external auditors.
The Manufacturing site was awarded Certification of Appreciation by the
National Safety Council of India, in recognition of Safety best practices in the Pharma
sector.
The site's supply performance remains strong with 100% stock
availability and zero stockouts, ensuring unrestricted supply to patients.
Productivity projects implemented on site are:
Switch plan of packaging lines, resulting in reduction of
semi-automated lines from 4 to 3.
Maintaining headcount and partnering to have a strong people
development plan.
The site is on track to deliver our bold ambition of zero carbon by
2025. Further, the site also developed carbon zero glidepath, with many initiatives, such
as:
Upgradation of air handling unit motor to Electronically
Commutated Fans, ensured approximately 35% power savings.
Energy conservation and sustainability projects throughout the
years has resulted in switching-off one transformer and one 750 KVA DG set.
Water saving initiatives have benefited in conservation of water by
20%.
In November 2023, the Company announced to position the manufacturing
site for sale in a fully operational manner and begin a search for a buyer who can also
act as a Contract Manufacturing Organization for Company's products manufactured or
packed at this site, subject to receipt of necessary statutory approvals. The site
continues to ensure that the supply is maintained for our patients.
Material changes and commitment, if any, affecting financial position
of the Company from the end of the Financial Year and till the date of this Report
There has been no material change and commitment affecting the
financial performance of the Company which occurred between the end of the financial year
of the Company to which the financial statements relate and the date of this Report.
Deposits
During the year under review, the Company has neither accepted nor
renewed any deposits from the public within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Safety, Health and Environment
Safety, Health, and Well-being of employees continued to be at the
forefront of organisational initiatives in the financial year 2023-24. The Company
emphasised on the ongoing road safety campaign, aimed to enhance the on-road safety of
AstraZeneca riders and reduce accidents in the field.
Employee Assistance Programme was strengthened. The Emergency Response
Team (ERT) was reconstituted in the Company Head Office, demonstrating a commitment to
create a safe and supportive work environment for all employees, both in the office and in
the field. Annual health check-up was rolled out for employees in field and head office of
the Company.
Human Resources and Employee Relations
The Company continues to be committed in providing career opportunities
for its employees and enable their growth and development. During the year, the Company
invested in talent development programs to accelerate talent pipeline for country
leadership roles with continued investment on education, exposure, and experience through
global, regional, and local programs, job rotations and stretch assignments.
The Company's commitment to Inclusion and Diversity is enabling it
to future-proof its business by ensuring that we continue to attract and retain top talent
from various backgrounds and with different experiences. Cultivating an environment where
all employees feel psychologically safe to contribute wholly and to the best of their
abilities continues to remain a long-term priority of the Company.
The Company's performance development approach reflects the
innovative, high-performing Company it is.
Performance development is part of the Company's commitment to its
people and plays an important role in creating a culture of growth - a culture that
enables each of the Company's employees to maximise their potential and continue to
develop, in order to collectively meet the Company's Bold Ambition.
Number of Employees
The total number of employees of the Company as on March 31, 2024 was
940 as against 947 as on March 31, 2023.
Legal Matters
In the last year's Board's Report, members were inter-alia
informed about Arbitration proceedings initiated by National Highway Authority of India
(NHAI) before Arbitrator at Bengaluru in relation to first acquisition of land made by
NHAI in 2004 and the arbitration proceedings invoked by the Company seeking, inter-alia,
enhancement of compensation from NHAI in respect of second acquisition of land made by
NHAI in 2011. During the financial year under review, the Arbitration proceedings
initiated by NHAI in relation to first acquisition of land by NHAI in 2004 was heard by
the Arbitrator and the same is now reserved for passing award. As regards to Arbitration
on the second acquisition by NHAI, there has been no reportable development.
Further, the members were also informed about Writ Petition filed by
the Company before the Hon'ble High Court of Karnataka challenging the demand notice
received from Bruhat Bengaluru Mahanagara Palike (BBMP) dated August 7, 2014 demanding
improvement charges from the Company and the interim stay granted by the Hon'ble High
Court of Karnataka. The matter was heard and reserved for judgement during the previous
year, however the court had posted the matter back for further hearing. During the year
under review, the matter came up for further hearing multiple times and on April 4, 2024,
the matter was removed from part heard category and posted the matter for fresh hearing.
In the last year's Board's Report, the members were also
informed about the Company receiving a demand notice for an amount of 157.39 crore (and
interest thereupon) under Trade Margin Rationalisation notification (TMR
notification') from National Pharmaceutical Pricing Authority (NPPA) alleging
overcharging of a patented anti-cancer drug sold during the period of March 8, 2019 to
January 31, 2021. The said drug has been included with certain other anti-cancer
medicines, on which trade margin caps are applicable under TMR notification. Based on
evaluation, management is of the view that the TMR notification is not applicable to the
aforesaid patented drug and all applicable laws relating to the pricing of the product
have been complied with. The Company has filed a Writ Petition before the High Court of
Delhi challenging the NPPA's demand notice, and the Writ Petition is currently
pending final hearing.
Transfer to Investor Education and Protection Fund
There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company in the financial year 2023-24.
Directors' Responsibility Statement
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors state in terms of Section 134
(5) of the Companies Act, 2013 (the Act):
a) that in the preparation of the annual financial statements for the
year ended March 31, 2024, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any.
b) that they had 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 for the year ended March
31, 2024 and of the profit and loss of the Company on that date.
c) that they had 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) that they had prepared the annual financial statements on a going
concern basis.
e) that they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively.
f) that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and Analysis Report, which forms part
of this Report.
Disclosure as required under Section 22 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to provide a healthy environment to all its
employees. There is zero tolerance of discrimination and/or harassment in any form. The
Company has in place a Prevention of Sexual Harassment Policy and an Internal Complaints
Committee as per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the financial year under review, there were three complaints
received by the Internal Complaints Committee out of which two were disposed off during
the year and one was pending at the end of the year and the same was disposed off before
the date of this report.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Board Meetings
During the financial year, 7 Meetings of the Board were held.
For details of the meetings of the Board, please refer to the Corporate
Governance Report, which forms part of this Report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations'), performance evaluation exercise was carried out for evaluation of the
performance of the Board as a Whole, the Chairman, Independent Directors and the
Non-Independent Directors.
The Company had formulated a questionnaire to carry out the evaluation
exercise. The questionnaire has been structured to embed various parameters based on
identified criteria such as composition, functioning of the Board/ committees, process,
individual roles/obligations etc., and framework to carry out the evaluation effectively.
Further as part of the process, Chairperson of the Nomination and
Remuneration Committee provided feedback to the Board members on the evaluation carried.
As required under Listing Regulations, the Independent Directors held a
separate meeting on February 8, 2024. All the Independent Directors attended the meeting.
The Independent Directors discussed/reviewed the matters specified in Regulation 25(4) of
the Listing Regulations.
Nomination and Remuneration Policy of the Company
The Company has adopted a Nomination and Remuneration Policy relating
to appointment and remuneration of Directors, Key Managerial Personnel and Senior
Executives of the Company, which inter alia govern the selection/nomination of Board
members, appointment to Senior Management levels, review and approval of their
remuneration etc. The policy is available at https://
www.astrazeneca.in/content/dam/az-in/pdf/files/AprNomination%20and%20Remuneration%20Policy.pdf
Vigil Mechanism/Whistle-Blower Policy
The Company has a vigil mechanism for Directors and Employees to report
their concerns about unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct. The mechanism provides for adequate safeguards to
Director(s)/Employee(s) who avail of the mechanism. In exceptional cases, Directors and
Employees have direct access to the Chairperson of the Audit Committee. The Whistle
Blowing Policy is available at https://www.astrazeneca.in/content/dam/az-in/pdf/2024/
Whistle-Blowing-Policy.pdf
Dividend Distribution Policy
The Company has adopted a Dividend Distribution Policy which is annexed
as Annexure I, which forms part of this Report. The Dividend Distribution Policy is
also available at https://www.astrazeneca.in/content/dam/az-in/pdf/2017/
Dividend%20Distribution%20Policy.pdf
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed as Annexure
II, which forms part of this Report.
Related Party Transactions
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel and Senior Management
which may have a potential conflict with the interest of the Company at large.
The Company entered into materially significant related party
transactions with AstraZeneca UK Limited and AstraZeneca AB, Sweden for purchase, transfer
and receipt of products, goods, material, services and reimbursement on account of
transfer price or other obligations. The same is within the limits duly approved by the
Members at the 44th Annual General Meeting.
Further, the Company has taken the approval of Members of the Company
at its 44th Annual General Meeting for the transactions to be entered by the
Company with AstraZeneca UK and AstraZeneca AB, Sweden which was valid till the 45th
Annual General Meeting.
Further, to meet the requirement of the growing business, approval of
members of the Company is being sought for the transactions to be entered by the Company
with AstraZeneca UK and AstraZeneca AB, Sweden for a period from the date of approval by
the shareholders for these transactions, till March 31, 2025.
All Related Party Transactions are placed before the Audit Committee
for its prior approval. Omnibus approval of the Audit Committee is obtained for
transactions which are repetitive in nature or when the need for them cannot be foreseen
in advance.
The Company has adopted a Policy for dealing with Related Party
Transactions. The Policy as approved by the Board is available at
www.astrazeneca.in/content/dam/az-in/
pdf/2022/investor-relations/Policy-on-Related-Party-Transaction.pdf
Details of the related party transactions as required under Section
134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, are annexed as
Annexure III, which forms part of this Report.
Risk Management
The Company has in place a mechanism to inform the Board about the risk
assessment and minimisation procedures and periodical review is carried out to ensure that
executive management controls risks by means of a properly defined framework.
The Company has formulated a Risk Management Policy which will guide
the Risk Management Committee and the internal team to effectively manage the risks that
the business faces.
The details of Risk Management Committee and its terms of reference are
set out in the Corporate Governance Report which forms part of this report.
Corporate Social Responsibility
The Company's trust in the power of science is sustaining and
growing, helping us transform the future of healthcare and the health of people, society
and the planet. At AstraZeneca, our purpose and our values of doing the right thing,
impels us to strive towards building healthier societies, forging partnerships to tackle
major health challenges.
Sustainability at AstraZeneca means harnessing the power of science and
innovation and our global reach to build a healthy future for people, society and the
planet.
The Company is playing its part in tackling the biggest challenges of
our time, from climate change to access to healthcare and disease prevention. By using a
science-led approach and ensuring we act with integrity and in accordance with our values,
the Company is transforming the future of healthcare and making a positive impact.
The Company seeks to create value beyond the impact of our life
changing medicines, by embedding sustainability into everything.
Our three-pronged Sustainability ambition includes:
Access to healthcare: Increasing access to life-saving treatments,
promoting prevention and strengthening global healthcare resilience and sustainability.
Environment protection: Accelerating the delivery of net-zero
healthcare, proactively managing our environmental impact across all activities and
investing in nature and biodiversity.
Ethics and Transparency: Ensuring ethical, open and inclusive
behaviour across.
The Corporate Social Responsibility Policy is available at
https://www.astrazeneca.in/content/dam/az-in/pdf/files/
Corporate%20Social%20Responsibility%20PolicyS.pdf
The Annual Report on CSR activities in terms of the requirements of
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as
Annexure IV, which forms part of this Report.
Annual Return of the Company
In terms of the requirements of Section 92(3) of the Act read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is
available at www.astrazeneca.com/india.
Details of remuneration of Directors/Key Managerial Personnel
The information relating to remuneration of Directors/Key Managerial
Personnel as required under Section 197(12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Act, is annexed
as Annexure - V, which forms part of this Report.
Particulars of Employees
The statement under Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure VI,
which forms part of this Report.
However, the said Annexure shall be provided to Members on a specific
request made in writing to the Company. The said information is open for inspection and
any member interested in obtaining the copy of the same may write to the Company
Secretary.
Management Discussion and Analysis Report
Management Discussion and Analysis Report as required under the Listing
Regulations is annexed as Annexure - VII, which forms part of this Report.
Corporate Governance
A detailed report on corporate governance as required under the Listing
Regulations is annexed as Annexure VIII, which forms part of this Report. Certificate of
the Practising
Company Secretary regarding compliance with the conditions stipulated
in the Listing Regulations forms part of the Report on Corporate Governance.
Reporting of Frauds
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or the Board, as
required under Section 143(12) of the Act and Rules framed thereunder.
Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not granted any Loan, or
provided any Guarantee or made Investments within the meaning of Section 186 of the
Companies Act, 2013.
Significant and material orders passed by the Regulators or Courts or
Tribunals
During the year under review, there was no significant and material
orders passed by the Regulators or Courts or Tribunals impacting the going concern status
of the Company.
Committees
Pursuant to Section 178 of the Companies Act, 2013 and the rules made
thereunder, the Board of Directors at its meeting held on May 30, 2014, had constituted
the Nomination and Remuneration Committee and the Stakeholders' Relationship
Committee. Pursuant to Section 135 of the Companies Act, 2013 and the rules made
thereunder, the Board of Directors at its meeting held on August 12, 2014 had constituted
the Corporate Social Responsibility Committee. Further, pursuant to Regulation 21 of the
Listing Regulations, the Board of Directors at its meeting held on February 6, 2019 had
constituted the Risk Management Committee. Details of these Committees including the Audit
Committee are furnished in the Corporate Governance Report.
Directors and Key Managerial Personnel
The Companies Act, 2013 provides for appointment of Independent
Directors, who shall hold office for a term of up to 5 consecutive years on the Board of
the Company and shall be eligible for re-appointment on passing of a special resolution by
the Company. Further, the provisions of retirement by rotation as envisaged under Section
152 of the Companies Act, 2013, shall not apply to such Independent Directors. The
Independent Directors of the Company Mr. Narayan K Seshadri, Ms. Revathy Ashok and Ms.
Shilpa Divekar Nirula, have furnished the required declaration under the provisions of
Section 149 of the Companies Act, 2013, affirming that they meet the criteria of
independence.
Changes to the Board of Directors
The following Directorship changes occurred in the Board during the
year and up to the date of this report:
Retirement/Resignation from the Board:
(a) Mr. Rajesh Marwaha retired from the office of Chief Financial
Officer and Director with effect from September 30, 2023.
(b) Ms. Weiying Sarah Wang (Non-Executive Director) resigned with
effect from February 8, 2024 due to change in her roles and responsibilities within
AstraZeneca Group.
(c) Mr. Ankush Nandra (Non-Executive Director) resigned with effect
from May 27, 2024 due to change in his roles and responsibilities within AstraZeneca
Group.
Appointments to the Board:
(a) Ms. Hooi Bien Chuah was appointed as Additional Director
(Non-Executive) of the Company by the Board of Directors, with effect from November 9,
2023.
(b) Ms. Sylvia Lorena Varela Ramon was appointed as Additional Director
(Non-Executive) of the Company by the Board of Directors, with effect from December 21,
2023.
Further, Ms. Hooi Bien Chuah and Ms. Sylvia Lorena Varela Ramon were
appointed as Directors of the Company with effect from February 6, 2024 by the members of
the Company through the Postal Ballot process.
(c) Ms. Bhavana Agrawal was appointed as Additional Director and
Whole-time Director of the Company by the Board of Directors, with effect from February 8,
2024. Further, the members of the Company appointed Ms. Bhavana Agrawal as the Director
and Whole-time Director of the Company with effect from Februay 8, 2024, for a period of
three years, through the Postal Ballot process.
Pursuant to Section 152 of the Companies Act, 2013, Dr. Sanjeev Kumar
Panchal, Managing Director will retire by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment. A resolution in this behalf is set
out at Item No. 3 of the Notice of the Annual General Meeting.
Pursuant to the provisions of Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on
General Meetings, brief resume and other disclosures relating to the Director who is
proposed to be re-appointed are given in the Annexure to the Notice of the 45th
Annual General Meeting.
The details of familiarisation programme and annual board evaluation
process for Directors have been provided in the Corporate Governance Report.
As on date, Dr. Sanjeev Kumar Panchal, Managing Director, Ms. Bhavana
Agrawal, Chief Financial Officer and Director and Ms. Manasa. R, Company Secretary, are
the Key Managerial Personnel of the Company.
Auditors
Statutory Auditors:
At the Annual General Meeting held on August 9, 2021, the present
statutory auditors, M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm
Registration No. 304026E/ E-300009), were re-appointed as statutory auditors of the
Company for a period of 5 years viz., till the conclusion of 47th Annual
General Meeting.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and amendments made thereto, the Company engaged the services of Mr. Vijayakrishna
K.T., Practising Company Secretary to conduct the Secretarial Audit of the Company for the
financial year ended March 31, 2024. The Secretarial Audit Report in Form MR-3 is annexed
as Annexure IX, which forms part of this Report.
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
Cost Auditors:
The Board of Directors of the Company, based on recommendation of the
Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants,
Bengaluru, (Registration No. 000065), as Cost Auditor of the Company, for conducting the
Cost Audit for the financial year 2024-25, on a remuneration as mentioned in the Notice
convening the 45th Annual General Meeting.
A Certificate from M/s. Rao, Murthy & Associates, Cost Accountants,
has been received to the effect that their appointment as Cost Auditor of the Company is
in accordance with the limits specified under Section 141 of the Act and Rules framed
thereunder.
The Cost Audit Report for the year 2022-23 was filed with the Ministry
of Corporate Affairs on September 7, 2023.
The Company maintains the cost records as specified by the Central
Government under section 148 (1) of the Act.
Acknowledgements
Your Directors take this opportunity to thank AstraZeneca
Pharmaceuticals AB, Sweden and AstraZeneca PLC, UK for their valuable guidance and strong
support to the Company's operations during the year.
Your Directors would also like to thank the Central and the State
Governments, other Statutory and Regulatory Authorities, the Company's Bankers, the
Medical Profession and Trade, Vendors and Business Associates and the Members for their
continued valuable support to the Company's operations.
Your Directors place on record their sincere appreciation of the
significant contribution and continued support of the employees at all levels to the
Company's operations during the year.
|
On behalf of the Board of Directors |
Place: Bengaluru |
Narayan K. Seshadri |
Date: May 27, 2024 |
Chairman |