Dear Members,
Your Board of Directors are pleased to present the 46th Annual Report on the
performance of the Company, along with the audited Standalone and Consolidated Financial
Statements for the Financial Year ended March 31, 2024.
CORPORATE AFFAIRS & FINANCIAL HIGHLIGHTS
Financial Highlights
(' in Mn)
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Particulars |
Financial Year 2024 |
Financial Year 2024 |
Financial Year 2023 |
Financial Year 2023 |
| Income |
43,340.94 |
58,349.57 |
38,569.92 |
38,650.64 |
| Profit Before Interest, Taxes, Depreciation and Amortisation |
15,754.47 |
15,033.08 |
12,590.13 |
12,652.26 |
| Finance cost |
(78.43) |
(262.00) |
(74.14) |
(74.47) |
| Profit Before Depreciation, Amortisation and Tax |
15,676.04 |
14,771.08 |
12,515.99 |
12,577.79 |
| Depreciation and Amortisation |
(1,621.07) |
(3,445.66) |
(1,467.36) |
(1,467.36) |
| Profit Before Exceptional Items and Tax |
14,054.97 |
11,325.42 |
11,048.63 |
11,110.43 |
| Exceptional Items |
- |
- |
(564.61) |
(564.61) |
| Profit Before Tax |
14,054.97 |
11,325.42 |
10,484.02 |
10,545.82 |
| Provision for Taxation |
|
|
|
|
| Current tax |
(3,410.20) |
(3,492.99) |
(2,761.94) |
(2,771.57) |
| Deferred tax |
(246.84) |
(143.34) |
27.99 |
27.99 |
| Taxes for earlier years |
35.32 |
35.51 |
8.19 |
8.19 |
| Profit After Tax |
10,433.25 |
7,724.60 |
7,758.26 |
7,810.43 |
| Total other Comprehensive Income / (Loss) for the year, net of tax |
(18.60) |
(78.65) |
(22.52) |
(14.38) |
| Total Comprehensive Income for the year, net of tax |
10,414.65 |
7,645.95 |
7,735.74 |
7,796.05 |
| Earnings Per Share (Rs.) (for Equity share of ' 1/- each) |
|
|
|
|
| Basic |
63.35 |
46.90 |
47.12 |
47.44 |
| Diluted |
63.33 |
46.89 |
47.11 |
47.43 |
Annual Return [Section 134(3)(a)]
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014; the Annual Return of the Company as on March
31, 2024 is available on the Company's website and can be accessed at
https://glandpharma.com/investors/annual- return#annual-return-2023-24
Meetings of the Board of Directors [Section 134(3)(b)]
During the year under review, the Board of Directors met five times on May 18, 2023;
August 7, 2023; October 17, 2023; November 6, 2023 and February 14, 2024. The maximum
interval between any two meetings of the Board of Directors did not exceed 120 days, as
prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
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, 2024;
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, 2024 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)]
AH 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 granted exemption from appearing for, and One
Independent Director has qualified, the Online Proficiency Self-Assessment test conducted
by IICA.
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, the Code of Conduct
of the Board of Directors and Senior Management Personnel and the Nomination and
Remuneration policy are available on the Company's website and can be accessed at
https://glandpharma.com/ investors/corporate-governance#governance-policies
Audit Reports [Section 134(3)(f)]
The Independent Auditor's Report on Standalone Financial Statements and Consolidated
Financial Statements given by M/s. Deloitte Haskins & Sells, 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, 2024 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 would be submitted to the Stock
Exchanges within 60 days from the end of the Financial Year and the same would be
available on the websites of the Stock Exchanges and the Company and can be accessed at
https://glandpharma.com/images/ ASCR FY24.pdf
The Secretarial Auditors' Certificate on the implementation of share-based schemes in
accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
will be made available at the Annual General Meeting, electronically.
A certificate issued by M/s. RVR & Associates, Company Secretaries confirming the
compliance with conditions of corporate governance as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, for FY 2023-24 is enclosed as
Annexure-C to the 'Report on Corporate Governance', which forms part of this Annual
Report.
Frauds reported by Auditors [Section 134(3)(ca)]
The 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. However, your
Company has made the following investment in its wholly owned subsidiary during the year
under review.
| S. No Date of Investment |
Name of the Entity and Relationship |
Amount |
Purpose |
| 1 April 25, 2023 |
Gland Pharma International Pte. Ltd |
Euro 208.71 Mn |
Towards downstream investment in the form of Equity/Loan to Phixen SAS and its
subsidiaries (Cenexi Group) |
| 2 November 03, 2023 |
(Wholly owned subsidiary of Gland Pharma Limited) |
Euro 25.14 Mn |
|
| 3 March 13, 2024 |
|
Euro 29.96 Mn |
|
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 and approved by the Audit Committee. Majority of the
transactions are repetitive in nature and the same were approved by the Audit Committee
through omnibus approval. There were no material transactions [as defined by the Companies
Act, 2013 and the SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015] made by the Company with any of its Related parties during the year under review.
The Company does not have any related party transactions, which may have potential
conflict with the interests of the Company.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company other than sitting fees,
commission and reimbursement of expenses, as applicable.
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/images/Policy of Related
Party Transactions.pdf.
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 under review, the total income of the Company was ' 43,340.94 Mn as
against ' 38,569.92 Mn during the previous year.
Exports
Exports contribution to the revenue of the Company is approximately 86.37%. Your
Company exports to almost 65 countries across 6 continents. During the year, the Company
has achieved an export turnover of ' 35,794.44 Mn.
Domestic Operations
The Domestic sales during the year 2023-24 amounts to '5,649.94 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 ' 3,410.20 Mn for the period under
review as against ' 2,761.94 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 ' 32.61 Mn was classified as
borrowings as per Indian Accounting Standards.
Capital Expenditure
During the year under review, the Company has incurred capital expenditure of '
2,335.90 Mn at its manufacturing facilities at Dundigal, Pashamylaram, Shamirpet, VSEZ and
Pharmacity and an amount of ' 33.32 Mn for purchase of other intangibles.
Share Capital
During the year under review, the Company has issued and allotted 9,700 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 '
164,700,823/- (divided into 164,700,823 equity shares of '1/- each) to ' 164,710,523/-
(divided into 164,710,523 equity shares of '1/- 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 proposed to be transferred to the
General Reserve on declaration of dividend.
Dividends [Section 134(3)(k)]
The Board of Directors has recommended a final dividend of 2000% i.e., ' 20/- per
Equity share of '1/- for this financial year. The final dividend is payable subject to the
approval of the shareholders in the ensuing Annual General Meeting. The 'Record date' for
the purpose of determining the entitlement of Members to receive the dividend is August
16, 2024.
The dividend income is taxable in the hands of the Members of the Company and the
Company is required to deduct tax at source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961. The remittance of dividend outside India
is also subject to withholding tax at applicable rates.
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)]
During the year under review, Gland Pharma International Pte. Ltd ("Gland
Singapore"), a Wholly Owned Subsidiary of the Company has acquired Phixen SAS (doing
business as 'Cenexi' and hereinafter referred as "Cenexi") and 3 (three) holding
companies (holding approximately 6.28% shareholding in Cenexi, hereinafter referred to as
"Cenexi Holding Entities") on 27th April, 2023.
Further, based on the audited financial statements for the financial year 2023-24,
Gland Pharma International Pte. Ltd and Phixen SAS qualify to be the Material Subsidiaries
as per the Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Mr. Udo J Vetter and Mr. Stanley Y Lau, Independent Directors of the Company have been
appointed on the Boards of Phixen SAS (Cenexi group) and Gland Pharma International Pte.
Ltd respectively.
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
2023-24, 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/images/ GLAND-ESOPs%20Certificate-2024.pdf
.
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/images/ Corporate Social Responsibility Policy.pdf
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/images/Policy on evaluation.pdf
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, Mr. Satyanarayana Murthy Chavali has been reappointed as
the Independent Director of the Company for a term (second) of five years with effect from
November 20, 2023 by passing special resolution vide postal ballot notice dated October
17, 2023.
As per the provisions of Section 152 of the Companies Act, 2013 read with the Articles
of Association of the Company; Mr. Yao Fang and Mr. Srinivas Sadu, shall retire by
rotation at the ensuing Annual General Meeting and being eligible, offer themselves for
reappointment.
Mr. Chen Qiyu, Non-Executive and Non-Independent Director was appointed as a Director
not liable to retire by rotation on October 3, 2017 Pursuant to Regulation 17(1D) inserted
by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;
continuation of Mr. Chen Qiyu as a Director is subject to the approval of the Shareholders
in the ensuing Annual General Meeting.
Brief profile, expertise in specific functional areas, names of the listed companies in
which the above-named directors hold directorships, committee memberships/ chairmanships,
disclosure of relationship between the directors inter-se, shareholding in the Company,
etc., are furnished in the Annexure to the Notice of the ensuing Annual General Meeting.
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]
As on 31st March 2024; the Company has following Subsidiaries:
1.Gland Pharma International Pte. Ltd., a Wholly owned Subsidiary incorporated in
Singapore
2.Gland Pharma USA Inc., a Wholly owned Step-Down Subsidiary (Wholly-owned Subsidiary
of Gland Pharma International Pte. Ltd.), incorporated in USA
3.Manxen SAS, a Wholly owned Step-Down Subsidiary (Wholly-owned Subsidiary of Gland
Pharma International Pte. Ltd.), incorporated in France
4.Manxen 2 SAS, a Wholly owned Step-Down Subsidiary (Wholly-owned Subsidiary of Gland
Pharma International Pte. Ltd.), incorporated in France
5.Manxen 3 SAS, a Wholly owned Step-Down Subsidiary (Wholly-owned Subsidiary of Gland
Pharma International Pte. Ltd.), incorporated in France
6.Phixen SAS and its subsidiaries (Cenexi group)#., a Wholly owned Step-Down
Subsidiary* (Wholly-owned Subsidiary of Gland Pharma International Pte. Ltd.),
incorporated in France.
*93.72% stake in Phixen SAS is held by Gland Pharma International Pte. Ltd and the
balance 6.28% is held by the Manxen SAS, Manxen 2 SAS and Manxen 3 SAS collectively; which
are the wholly owned subsidiaries of Gland Pharma International Pte. Ltd.
# The wholly owned subsidiaries of Phixen SAS (Cenexi Group) are as under:
Cenexi 2 SASU
Cenexi 3 SASU
Cenexi SAS
Cenexi Services SAS
Cenexi HSC SAS
Cenexi Laboratories Thissen SA
Phineximmo SA
Gland Pharma Limited is a subsidiary of Fosun Pharma Industrial Pte. Ltd., a Singapore
Company, which holds approximately 57.86% of the shareholding in Gland Pharma Limited.
Details of the subsidiaries 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 statements of the
subsidiaries in Form AOC-1 is provided as Annexure C to the Boards' Report. The
consolidated financial statements presented in this annual report include financial
results of the subsidiaries.
Copies of the financial statements of the subsidiaries are accessible at
https://glandpharma.com/investors/ subsidiary-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 has 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 Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 [Rule 8(5)(x) of Companies (Accounts) Rules, 2014]
The Company has zero tolerance for sexual harassment and has adopted 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 periodically conducts sessions for all employees across the organisation to
create awareness about the policy. The provisions of the policy has also been displayed at
various places to create awareness among the employees.
The Company has received One complaint 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 completely utilised
for the purposes for which the proceeds were raised and there were no deviations or
variations thereunder.
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 and Sustainability Report
Pursuant to Regulation 34(2)(f) of The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015; the Business Responsibility
and Sustainability Report (BRSR) is presented in a separate section forming part of this
Annual 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 or instances of unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct, 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.
The Whistle Blower Policy has been appropriately communicated to all the stakeholders
and is also available on the Company's website at https://glandpharma.com/
images/whistle blower policy.pdf
Secretarial Standards
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, relating to Meetings of the Board of Directors
and General Meetings.
Auditors
Statutory Auditors
Pursuant to Section 139 (2) of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014; the Company at its 45th Annual General Meeting (AGM)
held on August 31, 2023 appointed M/s. Deloitte Haskins & Sells, Chartered Accountants
(Firm's Registration No. 008072S) as the Statutory Auditors of the Company to hold office
from the conclusion of 45th AGM until the conclusion of the 50th
AGM.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made
thereunder, the Board of Directors has appointed M/s. RVR & Associates, a firm of
Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the
year ended March 31, 2024. 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 Quarterly 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 five times on 18th May
2023; 07th August 2023; 06th November 2023; 14th February
2024 and 25th March 2024.
Composition and attendance of Audit Committee
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Satyanarayana Murthy Chavali |
Chairman |
Independent Director |
5 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
5 |
| Mr. Udo Johannes Vetter |
Member |
Independent Director |
5 |
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 and
the Key Managerial Personnel. 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 five times
on 18th May 2023; 07th August, 2023, 10th October,
2023;14th February 2024 and 25th March 2024.
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 |
5 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
5 |
| Mr. Udo Johannes Vetter |
Member |
Independent Director |
5 |
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 once on
18th May 2023.
Composition and attendance of Corporate Social Responsibility Committee
| Name of the Director |
Position |
Category |
No. of Meetings attended |
| Mr. Srinivas Sadu |
Chairman |
CEO & Managing Director |
1 |
| Mr. Essaji Goolam Vahanvati |
Member |
Independent Director |
1 |
| Dr. Jia Ai (Allen) Zhang |
Member |
Non-Executive Director |
1 |
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 Committee and Share
Transfer Committee met four times on 18th May, 2023; 07th August,
2023; 06th November, 2023 and 14th February, 2024.
Composition and attendance of Stakeholders' Relationship Committee and Share Transfer
Committee
| Name of the Director |
Position |
Category |
No. of Meeting: attended |
| Mr. Satyanarayana Murthy Chavali |
Chairman |
Independent Director |
4 |
| Mr. Srinivas Sadu |
Member |
CEO & Managing Director |
4 |
| Mr. Yao Fang |
Member |
Non-Executive Director |
2 |
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 twice on 21st
August, 2023 and 12th February, 2024.
Composition and attendance of Risk Management Committee
| Name of the Director / Officer |
Position |
Category |
No. of Meetings attended |
| Ms. Naina Lal Kidwai |
Chairperson |
Independent Director |
2 |
| Mr. Srinivas Sadu |
Member |
CEO & Managing Director |
1 |
| Mr. Yao Fang |
Member |
Non-Executive Director |
2 |
| Mr. Ravi Shekhar Mitra |
Member |
CFO |
2 |
f)ESOP Compensation Committee:
The Company has constituted the 'ESOP Compensation Committee' for fulfilling the Board
of Directors' corporate governance oversight responsibilities with regard to the
consideration, evaluation and confirmation of the exercise requests received from the ESOP
Grantees and to approve allotment of shares upon receipt of the exercise amount within the
stipulated timelines as prescribed under the Companies Act, 2013 and relevant Rules made
thereunder from time to time.
The Committee shall undertake an overall responsibility for monitoring, scrutinizing
and approving the allotment of shares to the employees with respect to ESOPs.
During the year under review, the ESOP Compensation Committee met thrice on 10th
October, 2023; 14th February, 2024 and 25th March, 2024.
Composition and attendance of ESOP Compensation Committee
| Name of the Director / Officer |
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 |
3 |
Details of remuneration to Executive Directors and KMPs
| Name of the Director |
Salary |
Commission |
PF |
Perquisites |
Others |
Total |
| Mr. Srinivas Sadu |
66.88 |
- |
3.27 |
- |
- |
70.15 |
| Mr. Ravi Shekhar Mitra |
19.62* |
- |
0.83 |
- |
- |
20.45 |
| Mr. P. Sampath Kumar |
5.79 |
- |
0.26 |
- |
- |
6.05 |
*An amount of ' 2.05 Mn (SGD 33,157.89) was paid as remuneration for the services
performed as a Director in Gland Pharma International Pte. Ltd, the wholly-owned
subsidiary of the Company and the same was included in ' 19.62 Mn
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:
(' in million)
| Name of the Director |
Commission |
Sitting Fees |
Total |
| Mr. Satyanarayana Murthy Chavali |
2.50 |
0.50 |
3.00 |
| Mr. Yiu Kwan Stanley Lau |
5.00 |
0.50 |
5.50 |
| Mr. Essaji Goolam Vahanvati |
2.50 |
0.50 |
3.00 |
| Mr. Udo Johannes Vetter |
2.50 |
0.50 |
3.00 |
| Ms. Naina Lal Kidwai |
10.00 |
0.50 |
10.50 |
Corporate Governance
In compliance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015; a 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/images/Details%20 of%20Employees%20remuneration%20FY24.pdf
Acknowledgements
Your Directors gratefully acknowledge the continued support, co-operation extended by
our clients, vendors, 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: 00142138 |
| Place: Hyderabad |
|
| Date: 22.05.2024 |
|