TO THE MEMBERS OF GRANULES INDIA LIMITED,
The Board of Directors presents the Company's thirty-third Annual Report and the
Company's audited financial statements (standalone and consolidated) for the financial
year ended March 31, 2024.
FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31, 2024 is summarized
below:
(Rs. in million)
|
Standalone |
Consolidated |
Particulars |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
Year ended March 31,2024 |
Year ended March 31, 2023 |
Revenue from Operations |
37,550.91 |
39,312.00 |
45,063.67 |
45,119.17 |
Other Income |
57.77 |
99.32 |
44.02 |
137.80 |
Total Income |
37,608.68 |
39,411.32 |
45,107.69 |
45,256.97 |
Earnings Before Interest Tax, Depreciation and Amortisation (EBITDA) |
8,071.37 |
8,481.71 |
8.603.82 |
9,275.99 |
Less: Finance Costs |
719.98 |
386.74 |
1,058.21 |
559.33 |
Less: Depreciation |
1,438.48 |
1,455.57 |
2,073.32 |
1,844.94 |
Profit Before Tax |
5,912.91 |
6,639.40 |
5,472.29 |
6,871.73 |
Less: Tax Expenses |
1,553.73 |
1,651.55 |
1,419.18 |
1,705.76 |
Profit for the year |
4,359.18 |
4,987.85 |
4,053.10 |
5,165.97 |
Dividends paid |
363.06 |
186.22 |
363.06 |
186.22 |
Note: The above figures are extracted from the standalone and consolidated financial
statements of the Company.
in South Africa. The management believes that it will continue to strengthen its
position through dedicated research and the launch of new products.
Vertical integration has always been the strength and focus area of the Company. It
will continue its focus on its core business and strengthen it by enhancing its market
presence through backward integration strategies, improving operational efficiencies and
continuous supply chain management. The non-core business will also be given equal focus
and the Company shall endeavor towards adding new products, cost leadership and most
importantly offering reliable and consistent services to all the customers. The Company's
goal of transforming more of its business into the finished dosage business will continue
and with this objective, the Company will continue to grow as an integrated Pharmaceutical
Company sustainably and responsibly.
DIVIDEND:
The Board of Directors has recommended a final dividend of Rs.1.50/- per equity share
(Face valueRs. 1/- per equity share)for the financial year 2023-24, same as the dividend
paid in the previous financial year.
The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.
The Dividend Distribution Policy of the Company may be accessed on the Company's website
at https://granulesindia.com/wp-content/uploads/ pdf/Dividend-Distribution policy.pdf.
OVERVIEW OF FINANCIAL AND BUSINESS OPERATIONS:
Standalone Financial Summary: On a standalone basis, the revenue from operations
was Rs.37,550.91 million in FY 23-24 as against Rs. 39,312.00 million for FY 22-23 and the
net profit after tax was Rs. 4,359.18 million in FY 23-24 as against Rs. 4,987.85 million
for FY 22-23.
Consolidated Financial Summary: On a consolidated basis, the revenue from
operations was Rs. 45,063.67 million in FY 23-24 as against Rs. 45,119.17 million for FY
22-23 and the net profit after tax was Rs. 4,053.10 million in FY 23-24 as against Rs.
5,165.97 million for FY 22-23.
For more details, please refertothe Management Discussion and Analysis report.
On a standalone basis, the Finished Dosages (FD) business contributed the largest share
of revenue of the Company at 56.71% while Pharmaceutical Finished Intermediates (PFI)and
Active Pharmaceutical Ingredients (API) contributed 17.12% and 26.17% respectively while
it was 43.54%, 23.11% and 33.35% for FD, PFI and API respectively for the FY 22-23.
In FY 23-24, the Company filed five ANDAs with the USFDA, one MA in the European region
and two MAs in South Africa. The Company also filed six US DMFs which will be used for
building future revenue from API business. The Company received seven USFDA approvals,
three approvals in the European region, one approval in Canada and three approvals
MATERIAL CHANGES AFFECTING THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this report. There has
been no change in the business of the Company.
SHARE CAPITAL:
The authorized share capital of the Company is 50,50,00,000 equity shares ofRs. 1/-
each. The paid-up share capital is 24,23,68,716 equity shares ofRs. 1/- each.
The Company had allotted 3,25,960 equity shares ofRs. 1/- each during the year upon the
exercise of an equal number of stock options by the employees pursuant to the Employees
Stock Option Scheme of the Company.
TRANSFER TO THE INVESTOR EDUCATION & PROTECTION FUND (IEPF):
In terms of Section 124(5) of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, unclaimed
dividends amounting to Rs. 8,79,812/- (Rupees Eight Lakhs Seventy-nine thousand eight
hundred and twelve only) pertaining to the final dividend for the financial year 2015-16
and up to the third interim dividend for the financial year 2016-17 was transferred during
the year under review to the Investor Education and Protection Fund established by the
Central Government. Further, during the year under review, the Company transferred 71,951
equity shares to the Investor Education and Protection Fund relating to the investors who
have not claimed any dividend from the last seven consecutive years.
The details of the investors whose dividend amount and shares are transferred are
available on the website of the Company at https://granulesindia.com/investors/investor-
resources/unclaimed-dividend-shares-transferred-to-iepf/.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, as stipulated
under regulation 34(2) of the Listing Regulations, is presented in a separate section,
forming part of the annual report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
SUBSIDIARY COMPANIES, THEIR PERFORMANCE AND DEVELOPMENTS
Granules USA, Inc.
Granules USA, Inc., a wholly-owned foreign subsidiary of the Company, caters to the
Granules USA, Inc., a wholly-owned
foreign subsidiary of the Company, caters to the business to the business segment of
the US market. During the FY 2023-24, the Company achieved a turnover ofRs. 7,187.96
million against the turnover of Rs. 7,279.76 million for FY 2022-23 and the profit after
tax is Rs. (188.37) million against Rs. 36.23 million for FY 22-23.
Granules Consumer Health Inc (GCH) is a wholly-owned subsidiary of Granules USA, Inc.
GCH primarily focuses on marketing over-the-counter (OTC) medications to retailers. GCH
also operates an USFDA-approved packaging facility in Manassas, Virginia, USA to support
its business.
Granules Pharmaceuticals, Inc.
Granules Pharmaceuticals, Inc. (GPI), a wholly-owned foreign subsidiary of the Company
located in Virginia, USA focuses on formulation R&D. During the FY 23-24, the Company
achieved a turnover ofRs. 16,203.76 million against the turnover of Rs. 11,193.99 million
for FY 22-23 and the profit after tax is Rs. 589.89 million against Rs. 151.52 million for
FY 22-23.
During the year FY 2023-24, GPI filed three ANDAs with USFDA, approvals for which are
awaited. During the year under review, GPI launched four product under its label.
Granules Europe Limited
Granules Europe Limited is a wholly-owned foreign subsidiary of the Company set up in
the United Kingdom to focus on marketing to European customers.
Granules Life Sciences Private Limited Granules Life Sciences Private Limited is a
wholly-owned Indian subsidiary of the Company located in Hyderabad, India. This facility
will add 8 bn dosages to our finished dosage capacity.
Granules CZRO Private Limited
Granules CZRO Private Limited, a wholly-owned subsidiary in India was incorporated for
manufacturing green chemicals. The pilot plant for DCDA has been set up at Visakhapatnam,
Andhra Pradesh and process stabilization of the plant is in progress.
The Policy for determining material subsidiaries as approved by the Board may be
accessed on the Company's website
at https://granulesindia.com/wp-content/uploads/2024/03/
Policy-on-Material-Subsidiaries.pdf.
JOINT VENTURE/ ASSOCIATE COMPANIES
The Company has no joint venture or associate Company during the period under review.
No other Company has become or ceased to be a Company's subsidiary, joint venture or
associate Company during the period under review.
As per the provisions of Section 129 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the
financial statements of the subsidiary Companies is prepared in Form AOC-1 and it forms
part of the consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of the Company and its subsidiaries for FY 23-24
are prepared in compliance with section 129(3) of the Companies Act, 2013 and regulation
34 of the Listing Regulations and in accordance with the Indian Accounting Standards (Ind
AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited
consolidated financial statements together with the auditor's report thereon form a part
of this annual report. The consolidated financial statements have been prepared on the
basis of audited financial statements of the Company and its subsidiaries as approved by
their respective Boards. As per the provisions of section 136 of the Companies Act, 2013,
the Company has placed separate audited accounts of its subsidiaries on its website at
https://granulesindia.com/ investors/financial-reports/annual-accounts-of-subsidiaries-
jvs/ and a copy of separate audited accounts of its subsidiaries will be provided to the
members at their request till the date of the Annual General Meeting of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect
to the Director's Responsibility Statement, the Board of Directors of the Company to the
best of their knowledge and ability hereby confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed and there are no material departures
from the same;
b) accounting policies have been selected 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 and loss of
the Company for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the
Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basisforthefinancial year
ended March 31,2024;
e) adequate internal financial controls for the Company to follow have been laid down
and these are operating effectively; and
f) proper and adequate systems have been devised to ensure compliance with the
provisions of all applicable laws and these systems are operating effectively.
CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of corporate governance
and adhering to the corporate governance requirements set out by the Securities and
Exchange Board of India (SEBI). The report on corporate governance as stipulated under the
Listing Regulations forms an integral part of this report. The requisite certificate from
the secretarial auditor of the Company confirming compliance with the conditions of
corporate governance is attached to the report on corporate governance.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Business Responsibility & Sustainability Report for the year under review, as
stipulated under regulation 34(2)(f) of the Listing Regulations, is presented in a
separate section, forming part of the annual report.
RELATED PARTY TRANSACTIONS:
All related party transactions entered bythe Company during the financial year 2023-24
with related parties were in the ordinary course of business and are on an arm's length
basis. During the year, except with the wholly-owned subsidiaries, the Company had not
entered into any transaction with related parties which could be considered material in
accordance with the policy of the Company on the materiality of related party
transactions.
The Policy on the materiality of related party transactions and dealing with related
party transactions as approved by the Board may be accessed on the Company's website at
https://granulesindia.com/wp-content/uploads/2022/03/
Granules-Related-Party-Transactions-Policy.pdf
The particulars of transactions with related parties referred to in section 188(1)are
prepared in Form No. AOC-2 pursuantto Clause (h) of sub-section (3) of section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith
as Annexure IV to the Board's report.
The details of the transactions with related parties were also provided in the notes to
the financial statements.
CORPORATE SOCIAL RESPONSIBILITY:
The Sustainability & Corporate Social Responsibility Committee is comprised of four
members out of which two are Independent Directors. The details of the constitution of the
Committee and its meetings are provided in the corporate governance report. The CSR
activities of the Company are governed through the Corporate Social Responsibility Policy
(CSR Policy) approved by the Board and in compliance with Schedule VII of the Act. The CSR
Policy may be accessed on the Company's website at https://granulesindia.com/wp-
content/uploads/pdf/other-information/8328CSR%20Policy. pdf
During the year under review, the Company has spent Rs. 128.24 million on CSR
activities. The annual report on CSR activities is annexed herewith as Annexure I to
the Board's report.
NOMINATION AND REMUNERATION COMMITTEE:
During the year under review, the Committee comprised four members out of which three
are Independent Directors. The details of the constitution of the Committee and its
meetings are provided in the corporate governance report. The Chairman of the Committee is
an Independent Director, thereby resulting in independent and unbiased decisions.
The Performance Evaluation and Remuneration Policy framed by the Committee and approved
by the Board is directed towards rewarding the performance of Executive and Non-Executive
Directors, Key Managerial Personnel and Senior Management Personnel of the Company based
on a review of achievements periodically. The Performance Evaluation and Remuneration
Policy may be accessed on the Company's website at https://granulesindia.com/wp-
content/uploads/2023/06/performance-evaluation-and- remuneration-policy-2023.pdf
ENTERPRISE RISK MANAGEMENT:
The Company has a Risk Management Committee of the Board and the details of the
Committee and its terms of reference are set out in the corporate governance report.
The Risk Management Committee has been entrusted with the responsibility to:
(a) oversee and approve the Company's enterprise risk management framework;
(b) oversee all the risks that the organization faces such as financial, operational,
sectoral, sustainability (particularly, ESG-related risks), information, cyber security
risks or any other risk as may be determined by the Committee;
(c) ensure that appropriate methodology, processes, and systems are in place to
monitor, evaluate and mitigate risks associated with the business of the Company.
The Company has a proper process for risk management.
INTERNAL FINANCIAL CONTROLS:
Internal financial controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized, and embedded in the business processes. An assurance of the
effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts as well as testing of
the internal financial control systems by external consultants on behalf of the management
at least once a year. We believe that these systems provide reasonable assurance that our
internal financial controls are designed effectively and are operating as intended.
INTERNAL AUDIT AND CONTROLS:
The Company continues to engage M/s. Dhanunjaya & Haranath, Chartered Accountants
as its internal auditors. During the year, the Company continued to implement its
suggestions and recommendations to improve internal controls. Their scope of work includes
a review of the operational efficiency, the effectiveness of systems & processes,
compliances and assessing the robustness of the internal control systems in all areas of
operations and the financial closure process. Internal auditor's findings are discussed
and suitable corrective actions are taken as per the directions of the Audit Committee on
an ongoing basis to improve the performance of the Company.
The Company's internal control systems are well established and are commensurate with
the nature of its business and the size and complexity of its operations. The Audit
Committee reviews the adequacy and effectiveness of the Company's internal control
environment and monitors the implementation of audit recommendations. The recommendations/
suggestions of the internal auditors are discussed in the Audit Committee meetings.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Assessment and appointment of members to the Board are based on a combination of the
criteria that includes ethics, personal and professional stature, domain expertise, gender
diversity and specific qualifications required for the position. While appointing the
Independent Directors, the potential Board member is also assessed on the basis of
independence criteria defined in Section 149(6) of the Act, and regulation 16(1 )(b) ofthe
Listing Regulations.
Appointment
(1) The members of the Company have approved the appointment of Mr. Kapil KumarMehan
(DIN: 01215092) as an Independent Director of the Company for a period of 5 years
commencing from May 16, 2023 to May 15, 2028 in the Annual General Meeting held on August
10, 2023.
(2) The Board of Directors at their meeting held on January 23, 2024 have appointed Dr.
Sethurathnam Ravi (DIN: 00009790) as an Independent Director for a period of 5 years
commencing from January 23, 2024 to January 22, 2029 and the same was approved by the
members of the Company on April 02,2024 through the postal ballot.
(3) The Board of Directors at their meeting held on January 23, 2024 have appointed Ms.
Priyanka Chigurupati (DIN: 01793431) as an Executive Director for a period of 5 years
commencing from January 23, 2024 to January 22, 2029 and the same was approved by the
members of the Company on April 02,2024 through the postal ballot.
(4) The Board of Directors by the resolution passed through circulation on February 19,
2024 has appointed Mr. Rajiv Pritidas Kakodkar (DIN: 01519590) as an Independent Director
of the Company for a period of 5 years commencing from February 20, 2024 to February 19,
2029 and the same was approved by the members of the Company on April 02, 2024 through the
postal ballot.
Cessation
Mr. Arun Rao Akinepally ceased to be an Independent
Director of the Company consequent to the completion of his
second term as an Independent Director on March 31, 2024.
Re-appointment
(1) The Board in its meeting held on May 15, 2024 re-appointed Dr. Krishna Prasad
Chigurupati (DIN: 00020180) as a Managing Director of the Company for a further period of
five years with effect from September 01, 2024 since his current term is completing on
August 31,2024. He was also designated as Chairman and Managing Director of the Company.
(2) The Board in its meeting held on May 15, 2024 re-appointed Mr. Harsha Chigurupati
(DIN: 01606477) as an Executive Director of the Company for a further period of five years
with effect from August 29, 2024 since his current term is completing on August 28,2024.
(3) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association ofthe Company, Mrs. Uma Devi Chigurupati, (DIN: 00737689)
Executive Director ofthe Company retires by rotation at the ensuing Annual General Meeting
and being eligible, has offered herself for re-appointment.
The Board recommends the above re-appointments to the
shareholders. The notice convening the 33rd Annual General
Meeting to be held on August 06, 2024 sets out the details.
In the opinion of the Board, the Directors re-appointed possess the integrity,
expertise and experience to perform their functions effectively in the Company.
The Company has received declarations from all the Independent Directors ofthe Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act and the Listing Regulations.
The Board of Directors has complete access to the information within the Company.
Independent Directors have the freedom to interact with the Company's management.
Interactions happen during the Board / Committee meetings when executives ofthe Company
are asked to make presentations about the performance ofthe Company. Apart from this, they
also have independent interactions with the statutory auditors, the internal auditors and
external advisors appointed from time to time. Further, they meet without the presence of
any management personnel and their meetings are conducted to enable the Independent
Directors to discuss matters about the Company's affairs and put forth their combined
views to the Board of Directors ofthe Company.
Key Managerial Personnel
The following have been designated as the key managerial personnel ofthe Company
pursuant to section 2(51) and 203 ofthe Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Dr. Krishna Prasad Chigurupati - Chairman and Managing Director
Dr. Kandiraju Venkata Sitaram Rao - Joint Managing Directors CEO
Mrs. Uma Devi Chigurupati - Executive Director
Mr. Harsha Chigurupati - Executive Director
Mrs. Priyanka Chigurupati - Executive Director
Mr. Mukesh Surana - Chief Financial Officer
Ms. Chaitanya Tummala - Company Secretary
Mrs. Priyanka Chigurupati, Executive Director became the Key Managerial Personnel ofthe
Company w.e.f. January 23,2024.
BOARD EVALUATION:
The Company has devised a policy for the performance evaluation ofthe Independent
Directors, Board, Committees and other individual Directors and also includes criteria for
performance evaluation of the Non-Executive Directors and Executive Directors. Pursuant to
the provisions ofthe Companies Act, 2013 read with the Rules issued thereunder and the
Listing Regulations (including any statutory modification(s) or re-enactment(s) for the
time being in
force), the process for annual evaluation of the performance of the Board, its
Committees and individual Directors was carried out.
The performance of the Board and individual Directors was evaluated by the Board after
seeking input from all the Directors. The criteria for performance evaluation of the Board
included aspects such as Board composition and structure, the effectiveness of Board
processes, contribution to long-term strategic planning, etc. The performance of the
Committees was evaluated by the Board after seeking input from the Committee Members.
The Schemes and their implementation are in line with the SEBI (Share-based Employee
Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations) as amended
thereof.
The applicable disclosures as stipulated under the SEBI guidelines as of March 31, 2024
(cumulative position) about the Employee's Stock Option Schemes are herein under-provided.
The issue of equity shares pursuant to the exercise of options does not affect the
Statement of Profit and Loss of the Company, as the exercise is made at the market price
prevailing as on the date of the grant plus taxes as applicable.
In a separate meeting, the Independent Directors evaluated the performance of
Non-Independent Directors and the performance of the Board as a whole including the
Chairman of the Board.
EMPLOYEE STOCK OPTION SCHEME:
The Company's Employees Stock Option Schemes viz. ESOS-2009 & ESOS-2017 have been
in place and the Company has made grants under ESOS-2009 & ESOS-2017 to the eligible
employees of the Company and its subsidiaries. The Nomination and Remuneration Committee
ofthe Board of Directors ofthe Company, inter alia, administers and monitors the
Employees' Stock Option Schemes. The Company did not make any grant under ESOS- 2017
during the FY 23-24. There has not been any material change in the Employee Stock Option
Schemes during the financial year under review.
The Nomination and Remuneration Committee ofthe Board of Directors of the Company, inter
alia, administers and monitors the Employees' Stock Option Scheme. There has not been
any material change in the Employee Stock Option Schemes during the period under review.
The Schemes and their implementation are in line with the SBEB Regulations as amended
thereof.
Under regulation 13 ofthe SBEB Regulations, a certificate from M/s. Saurabh Poddar
& Associates, Practicing Company Secretaries is annexed herewith as Annexure-ll to
the Board's report.
The details ofthe stock options granted/vested/exercised under the Granules India
Limited - ESOS 2009 approved by the members in the 18th Annual General Meeting and
Granules India Limited -ESOS 2017 approved by the members in the 26th Annual
General Meeting, are given below:
SI Description |
Details of Scheme |
|
|
ESOS-2009 |
ESOS-2017 |
(a) Options granted till date under the scheme |
15,602,800 |
2,50,000 |
(b) Pricing formula |
Closing market price as on the date before the grant date on the
National Stock Exchange (where there was the highest trading volume). |
|
(c) Options vested during the year |
3,85,960 |
60,000 |
(d) Options exercised during the year |
3,25,960 |
NIL |
(e) Total number of shares arising as a result of the exercise of options |
3,25,960 |
NA |
(f) Options lapsed/surrendered during the year |
20000 |
NIL |
(g) Options lapsed/surrendered to date under the scheme |
92,00,272 |
1,00,000 |
(h) Variation in terms of options |
NIL |
NIL |
(i) Money realized by exercise of options during the year |
3,16,18,120 |
NA |
0) Total number of options in force |
64,02,528 |
1,50,000 |
(k) Employee wise details of options granted during the year |
NA |
NIL |
(k)(i) Senior managerial personnel |
NA |
NIL |
(k)(ii) Any other employee who receives a grant in any one year of
options amounting to 5% or more of options granted during the year. |
NA |
NIL |
(k)(iii) Identified employees who were granted an option, during any one
year, equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant. |
NA |
NIL |
(I) Diluted Earnings per share (EPS) under the issue of shares on
exercise of options calculated by Accounting Standards - Earning per share. |
Rs. 17.99 per share |
|
(m) Where the company has calculated the employee compensation cost using
the intrinsic value ofthe stock options, the difference between the employee compensation
cost shall have been recognized if it had used the fair value of the options. |
Not Applicable |
|
SI l^o Description |
Details of SchK |
;me |
|
ESOS-2009 |
ESOS-2017 |
(n) The weighted-average exercise price, whose exercise price either
equals or exceeds or is less than the market price of the stock |
Rs. 97.00/- per share |
NA |
(o) Description of the method and significant assumptions used during the
year to estimate the fair values of options. |
The assumptions and model used for estimating fair value are disclosed
in Note 27 of Standalone financial statements. |
|
AUDITORS AND THEIR REPORTS:
Statutory Auditors
M/s. S.R. Batliboi & Associates LLP, Firm of Chartered Accountants, Hyderabad was
appointed as the statutory auditors of the Company for a term of 5 (five) consecutive
years, at the 31st Annual General Meeting held on July 27, 2022. They have
confirmed that they are not disqualified from continuing as auditors of the Company.
The notes on the financial statement referred to in the auditor's report are
self-explanatory and do not call for any further comments. The auditor's report does not
contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditor
The Board has appointed M/s. Saurabh Poddar & Associates, Company Secretaries, to
conduct a secretarial audit for the financial year 2023-2024. The secretarial audit report
for the financial year ended March 31, 2024 is annexed herewith as Annexure III to
the Board's report. The secretarial audit report does not contain any qualification,
reservation or adverse remark.
DISCLOSURES:
Meetings of the Board
Six meetings of the Board of Directors were held during the year. The particulars of
meetings held and attended by each Director are detailed in the Corporate Governance
report, which forms part of this report.
Audit Committee
The Audit Committee is comprised of four (4) Members out of which three (3) are
Independent Directors and one (1) is an Executive Director. During the year under review,
five Committee meetings were held, details of which are provided in the Corporate
Governance report. During the year under review, there were no instances when the
recommendations of the Audit Committee were not accepted by the Board.
Whistleblower Policy and Vigil Mechanism
The Company has established a mechanism for Directors and employees of the Company to
report concerns about unethical behavior, actual or suspected fraud, or violation of the
Code. It also provides adequate safeguards against the victimization of employees who
avail of the mechanism and allows direct access to the Chairperson of the Audit
Committee in exceptional cases. During the year, no person was denied access to the
Audit Committee.
The Whistleblower policy may be accessed on the Company's website at
https://granulesindia.com/wp-content/
uploads/2022/06/Granules-lndia-Limited-whistle-blower- policy.pdf
Code of Conduct
A declaration regarding compliance with the code of conduct signed by the Company's
Joint Managing Director & CEO is published in the Corporate Governance report which
forms part of the annual report.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided
are provided in the standalone financial statement (Please refer to Note No.4A, 4B, 7C and
26(b) to the standalone financial statement).
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to the conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are annexed
herewith as Annexure V to the Board's report.
Annual Return
Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return as
of March 31, 2024 is placed on the website of the Company and may be accessed on the
Company's website at https://granulesindia.com/investors/
notice-disclosures/annual-returns/.
Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required under section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed herewith as Annexure VI to the
Board's report.
In terms of the provisions of section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended thereof, a statement showing the names and other particulars of the employees
drawing remuneration over the limits set out in the said rules forms part of this report.
Considering the first proviso to section 136(1) of the Act, the annual report excluding
the aforesaid information is being sent to the members of the Company. The said
information is available for inspection by the members at the registered office of the
Company or through electronic mode during business hours on working days up to the date of
the forthcoming 33rd AGM of the Company. Any member interested in obtaining a
copy thereof may write to the Company Secretary in this regard.
The Directors further state that the remuneration paid to the Key Managerial Personnel
and Senior Management Personnel is as per the Company's Performance Evaluation and
Remuneration Policy.
Remuneration from Subsidiaries
Ms. Priyanka Chigurupati was appointed as Executive Director of the Company w.e.f.
January 23, 2024. She has received a remuneration of $ 62,133 from Granules
Pharmaceuticals, Inc., a wholly-owned foreign subsidiary of the Company from January 23,
2024 to March 31, 2024.
Maintenance of Cost Records specified by the Central Government under Section 148 of
the Companies Act, 2013
The Company has complied with the provisions relating to the maintenance of Cost
Records as specified by the Central Government under section 148 of the Companies Act,
2013 during the year under review.
Policy on Sexual Harassment and Constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has a Policy on Prevention of Sexual Harassment of Women at
Workplace for the matters connected therewith or incidental thereto covering all the
aspects as contained under the The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013 and constituted an Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
No complaints were pending at the beginning of the year. During the year under review,
no concern/complaint was reported. No complaint was pending as of the end of the financial
year.
The Company regularly conducts awareness programs for the employees.
GENERAL
No disclosure or reporting is required in respect of the following matters as there
were no transactions on these items during the year under review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend, voting or
otherwise.
Issue of shares (including sweat equity shares) to employees of the Company
under any scheme save and except the Employee Stock Option Scheme referred to in this
report.
The Company does not have any scheme of provision of money for the purchase of
its shares by employees or by trustees for the benefit of employees.
Cost Audit is not applicable for the financial year 2023-24.
No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Company's operations in the
future.
No fraud has been reported by the auditors to the Audit Committee or the Board.
There are no proceedings pending underthe Insolvency and Bankruptcy Code, 2016.
There was no instance of a one-time settlement with any Bank or Financial
Institution.
ACKNOWLEDGMENTS:
We express our sincere appreciation and thank our valued shareholders, customers,
bankers, business partners/ associates, analysts, financial institutions, insurance
companies and Central and State government departments for their continued support towards
the Company.
We are pleased to record our appreciation of the sincere and dedicated services of the
employees and workmen at all levels.
On behalf of the Board of Directors
Dr. Krishna Prasad Chigurupati
Chairman and Managing Director Hyderabad, May 15, 2024 DIN: 00020180