Your Directors have pleasure in presenting the Twelfth Annual Report on business and operations of the Company together with the Audited Financial Statements of the Company for the Financial Year (F.Y.) ended 31 March 2023
1. FINANCIAL RESULTS:
The Company’s financial performance for the year under review along with previous years’ figures is given hereunder:
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(Rs. in Million)
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Particulars
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For the F.Y. ended 31 March 2023
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For the F.Y. ended 31 March 2022
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Net Sales/Income from operations
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Income from operations
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21,612.20
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21,232.14
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Other Income
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289.57
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147.04
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Total Income
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21,901.77
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21,379.18
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Total Expenses
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15,615.68
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15,729.93
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Profit before exceptional and extraordinary items and tax
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6,286.09
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5,649.25
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Less: Exceptional Items
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-
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-
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Profit Before Tax
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6,286.09
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5,649.25
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Less: Current tax
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1,506.11
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1,376.27
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Less Deferred Tax
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110.37
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85.74
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Net Profit After Tax
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4,669.61
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4,187.24
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2. RESULTS OF OPERATIONS:
Total Income: Our total income increased by 2.4% to ' 21,901.77 million for the F.Y. 2023 from ' 21,379.18 million for the F.Y. 2022, primarily due to an increase in revenue from operations.
Revenue from Operations: Our revenue from operations increased by 1.8% to ' 21,612.20 million for the F.Y. 2023 from ' 21,232.14 million for the F.Y. 2022, primarily due to an increase in other operating income.
Our revenue from the sale of products decreased by 1.9% to ' 20,478.40 million for the F.Y. 2023 from ' 20,874.48 million for the F.Y. 2022, majorily due to higher base in F.Y. 2022 contributed by covid related products.
Our other operating revenue increased by 217.0% to ' 1,133.80 million for the F.Y. 2023 from ' 357.66 million for the F.Y. 2022, primarily due to production linked incentive (PLI) in the current year.
Other Income: Our other income increased to ' 289.57 million for the F.Y. 2023 from ' 147.04 million for the F.Y. 2022, primarily due to exchange gain (net) and higher interest income.
Expenses:
Cost of Materials: Cost of materials decreased by 2.8% to ' 10,140.89 million for the F.Y. 2023 from ' 10,428.87 million during the F.Y. 2022. This decrease was primarily on account of product mix.
Employee Benefits Expenses: Employee benefits expenses increased by 6.8% to ' 1,801.80 million for the F.Y. 2023 from ' 1,687.23 million for the F.Y. 2022, primarily as a result of an increase in our number of employees due to the growth in our business and operations and annual compensation increments given to our employees. Our number of employees increased to 1,824 employees as of 31 March 2023 from 1,653 employees as of 31 March 2022.
Finance Costs: Our finance costs decreased to ' 5.47 million for the F.Y. 2023 from ' 279.62 million for the F.Y. 2022 due to repayment of entire business purchase consideration in the F.Y. 2022 relating to the Spin-off.
Depreciation and Amortization Expense: Our depreciation and amortization expenses increased by 11.13% to ' 420.94 million for the F.Y. 2023 from ' 378.77 million for the F.Y. 2022, primarily due to commissioning of new manufacturing capacities at our Dahej and Ankleshwar site.
Other Expenses: Other expenses increased by 9.9% to ' 3,246.59 million for the F.Y. 2023 from ' 2,955.44 million for the F.Y. 2022, primarily due to an increase in power, fuel and water charges by 14.5% to ' 1,155.98 million for the F.Y. 2023 from ' 1,009.15 million for the FY. 2022, an increase in export commission by 128.8% to ' 204.84 million for the F.Y. 2023 from ' 89.54 million for the F.Y. 2022, and an increase in repairs and maintenance expenses by 32.1 % to ' 327.62 million for the F.Y. 2023 from ' 247.97 million for the F.Y. 2022.
Total Tax Expense: Our total tax expense increased to ' 1,616.48 million for the F.Y. 2023 from ' 1,462.01 million for the F.Y. 2022, primarily in line with profit before tax.
Profit for the Year: As a result of the foregoing, our net profit increased by 11.5% to ' 4,669.61 million for the F.Y. 2023 from ' 4,187.24 million for the F.Y. 2022.
3. DIVIDEND:
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy are available on the Company’s website at https:// www.glenmarklifesciences.com/pdf/Dividend-distribution-policy.pdf
Pursuant to the approval of the Board on 16 March 2023, your Company paid an interim dividend of ' 21/- per equity share of face value of ' 2/- each, to shareholders whose names were appearing in the register of members as on 24 March 2023, being the record date fixed for this purpose, after deduction of applicable taxes. The total net cash outflow was of ' 2,573.07 million.
The interim dividend of ' 21 per equity share, declared by the Board on 16 March 2023 shall be the final dividend for the financial year 2022-23. Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.
4. TAXATION ON DIVIDEND:
As per the provisions of the Income Tax Act, 1961, as amended by and read with the provisions of the Finance Act, 2020, with effect from 1 April 2020, dividend declared and paid by the Company is taxable in the hands of shareholders. The Company shall, therefore, be required to calculate deduction of tax at source (TDS) at the time of payment of dividend at the applicable rates.
5. INTEGRATED REPORT:
The Company has voluntarily provided the Integrated Report, which includes both financial and non-financial information.
The Integrated Report also covers aspects such as materiality assessment, forward looking strategy, value creation model, corporate governance, risk management, performance and prospects of value creation based on the six forms of capitals viz. Financial, Manufactured, Intellectual, Human, Social and Relationship and Natural.
6. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES:
The Company has not transferred any amount to general reserves for the F.Y. 2022-23.
7. CORPORATE GOVERNANCE:
The Company is committed to follow the best Corporate Governance practices, including the requirements under the Listing Regulations and the Board is responsible to ensure the same from time to time. The Company has duly complied with the Corporate Governance requirements. Further, a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said regulations, along with a certificate from a Practicing Company Secretary confirming that the Company is and has been compliant with the conditions stipulated under aforesaid Regulations forms part of the Annual Report.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company as defined in the Act during the F.Y. under review.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
In terms of the provisions of Investor Education and Protection / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the F.Y. to the Investor Education and Protection Fund.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment of Mr. Vinod Naik:
During the year, based on the recommendation of Nomination and Remuneration Committee, the Board of the Directors approved the appointment of Mr. Vinod Naik (DIN - 03635487) as whole time Director of the Company on 21 October 2022.
Subsequently, the Company has received approval of the Members of the Company by means of Ordinary Resolution through Postal Ballot on 3 January 2023 for appointment of Mr. Vinod Naik (DIN - 03635487) as the whole time Director for a period of 5 (five) years with effect from 21 October 2022.
Resignation of Mr. Sumantra Mitra:
Mr. Sumantra Mitra (DIN 08748014) ceased to be the Executive Director with effect from 21 October 2022. The Board placed on record its appreciation for his invaluable contribution during his tenure.
Retirement by Rotation:
Mr. Glenn Saldanha (DIN: 00050607) will retire by rotation and being eligible, offers himself for re- appointment at the ensuing 12th AGM of the Company. A detailed profile(s) of Mr. Glenn Saldanha seeking re-appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings issued by ICSI is provided separately by way of an Annexure to the Notice of the AGM.
Independent Directors:
All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(b) of Listing Regulations.
In terms of Regulation 25(8) of the Listing Regulations, all the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘ 11CA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act.
During the year, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/Committees of the Company.
Independent Directors of the Company are not liable to retire by rotation.
A note on the familiarisation programme adopted by the Company for orientation and training of the Director in compliance with the provisions of the Act and Listing Regulation is provided in the Report on Corporate Governance, which forms Part of this Report.
Chief Financial Officer:
Mr. Bhavesh Pujara, Chief Financial Officer ceased to be the Chief Financial Officer (CFO) with effect from 22 April, 2022. Mr. Tushar Mistry was appointed as Chief Financial Officer (CFO) with effect from 1 June 2022.
Key Managerial Personnel:
In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company:
Dr. Yasir Rawjee - Managing Director & CEO
Mr. Vinod Naik - Whole Time Director (with effect from 21 October 2022)
Mr. Sumantra Mitra - Whole Time Director (up to 21 October 2022)
Mr. Tushar Mistry - Chief Financial Officer (with effect from 1 June 2022)
Mr. Bhavesh Pujara - Chief Financial Officer (up to 22 April 2022)
Mr. Rudalf Corriea - Company Secretary & Compliance Officer
11. BOARD AND COMMITTEE MEETINGS:
Details of composition, attendance of the Board of Directors and other details of the Board & its Committees are provided in the Corporate Governance Report. The Intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations.
12. DIRECTORS’ RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Directors confirm that:
a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;
b) appropriate accounting policies have been selected and applied consistently and have 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 31 March 2023 and of the profit of the Company for the year ended 31 March 2023;
c) proper and sufficient care has been taken for 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 basis;
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;
f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
13. BOARD PERFORMANCE EVALUATION:
The Company has devised a Performance Evaluation Framework and Policy, which sets out a mechanism for the evaluation of the Board, Committees of the Board and the individual Directors.
Pursuant to the provisions of the Act and Listing Regulations, the Board had carried out an annual evaluation of its own performance and the performance of its Committees as well as the individual Directors.
14. MEETINGS OF THE MEMBERS:
During the year under review, the shareholders met once. Eleventh Annual General Meeting of the members was held on 26 September 2022.
15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
One meeting of Independent Directors was held during the year.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report on the operations of the Company, is presented in a separate section forming part of this Annual Report.
17. AUDITORS AND AUDITORS’ REPORT:
A. Statutory Auditors:
M/s. Walker Chandiok & Co LLP, (Firm Registration no. 001076N/N500013) Chartered Accountants were appointed as Statutory Auditors of the Company at the Shareholders Meeting held on 25 July 2018, for a term of five consecutive years i.e. upto the conclusion of ensuing 12th AGM.
As per the provisions of Section 139 of the Act, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants for a further period of five years i.e. upto the conclusion of 17th AGM.
M/s. Walker Chandiok & Co LLP, Chartered Accountants, (i) have expressed their willingness to be re-appointed for a further term, (ii) have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.
A resolution proposing re-appointment of M/s. Walker Chandiok & Co LLP as the Statutory Auditor of the Company and their remuneration pursuant to Section 139 of the Act, along with the explanatory statement, forms part of the Notice of 12th AGM.
Auditor’s Report for the year under review forms part of this annual report. It does not contain any qualifications, reservations or adverse remarks.
Further, there are no instances of any fraud reported by the Auditors to the Audit Committee or to the Board pursuant to Section 143(12) of the Act.
B. Secretarial Auditor:
Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s. Bhadresh Shah and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2022 -23.
Secretarial Audit Report in prescribed Form No. MR-3 is annexed to this report as “Annexure I”. There are no qualifications or reservations or adverse remarks in the Secretarial Audit Report.
C. Cost Auditor:
The Company maintains cost records as per the provisions of Section 148(1) of the Act and the same are audited by the Cost Auditors.
The Board, on recommendation of Audit Committee, has appointed M/s. Kirit Mahta & Associates, Practicing
Cost Accountants to audit the cost records of the Company for the F.Y. 2023 - 24 at a remuneration of ' 0.45 million plus applicable taxes and reimbursement of actual travel and out of pocket expenses. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting. Accordingly, resolution seeking Members’ ratification of their remuneration, forms part of the Notice convening the 12th Annual General Meeting. Board recommends the same for approval of Members.
The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.
D. Internal Auditor:
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of the Company has appointed M/s. Sridhar & Associates, to conduct internal audit for the Company.
The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
18. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY:
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 IFC is aligned with the statutory requirements and are adequate and operating effectively.
Effectiveness of IFC is ensured through Management reviews, controlled self-assessment and independent testing by the Internal Auditor.
19. RISK MANAGEMENT POLICY:
The Company has a Risk Management Policy with the objective to formalise the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Management Policy is a step taken by the Company towards strengthening the existing controls. The details of risk management have been included in the Management Discussion and Analysis Report, which forms part of this report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
21. CAPITAL STRUCTURE:
There was no change in paid-up share capital in the F.Y. 2022-23.
22. UTILISATION OF ISSUE PROCEEDS:
The net proceeds of the fresh issue were / will be utilised for payment of outstanding purchase consideration to Glenmark Pharmaceuticals Limited (“the Promoter”) for the spin-off of the API business from the Promoter into our Company pursuant to the Business Purchase Agreement dated 9 October 2018, funding the Capital Expenditure requirements and General Corporate purposes. The details of utilization of proceeds by the Company are set out in following table and there was no deviation in utilization of the proceeds of IPO:
23. EMPLOYEE STOCK OPTION SCHEME (ESOP):
In compliance with the provisions of Sections 62 of the Act and Rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“the SEBI SBEB Regulations”), the Company has formulated an employee stock option scheme, namely, Glenmark Life Sciences Limited Employee Stock Option Plan, 2021, (the “ESOP Scheme”). The ESOP scheme has been implemented in accordance with the SEBI SBEB Regulations and in accordance with the resolution passed by the shareholders at the Extraordinary General Meeting held on 9 April 2021, approving such scheme.
ESOP Scheme of the Company aims to reward employees for their performance as well as to attract and retain talent in the organization. The Company views the ESOP as an instrument that would enable the Employees to get a share in the value, they create for the Company in the years to come. 9,51,734 ESOP options have been granted to the eligible Employees/Directors at Nomination and Remuneration Committee meeting held on 17 May 2021.
As of 31 March 2022, 9,44,751 options were outstanding. During the F.Y. 2022-23, 67,039 options were cancelled and no options were exercised under Employees Stock Options Scheme viz. ESOS’ 2021. As of 31 March 2023, 8,77,712 options were outstanding and are due for exercise. The information in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, is attached as Annexure-II and forms part of this Annual Report.
24. RELATED PARTY TRANSACTIONS:
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III to this report. The disclosure of transactions with related party for the year is given in Notes to the Balance Sheet as on 31 March 2023.
All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.
Related Party Transactions and its materiality Policy is available on the Company’s website at https://www. glenmarklifesciences.com/pdf/GLS%20RPT%20Policv.pdf
In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions as per
the format specified in the relevant accounting standards/ SEBI notification to the stock exchanges on a half yearly basis.
Pursuant to the provisions of Regulation 23 (4) of Listing Regulations, approval of the Members was obtained in the last AGM and a resolution proposing to approve Material Related Party Transactions with Glenmark Pharmaceuticals Limited along with the explanatory statement, forms part of the Notice of 12th AGM.
25. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended herewith as Annexure IV to this report.
26. CORPORATE SOCIAL RESPONSIBILITY:
The report on the CSR in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 including the composition of the CSR Committee is appended herewith as Annexure V to this Report.
CSR Policy is available on Company’s website at: https:// www.glenmarklifesciences.com/pdf/Glenmark-Life-Sciences-CSR-Policy-2021_22.pdf
27. ANNUAL RETURN:
Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2023 is available on the Company’s website at https://www.glenmarklifesciences. com/reports.php#re
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy.
There were no complaints reported under the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013 during F.Y. 2022-23.
The Company is committed to providing safe and conducive work environment to all of its employees and associates.
29. VIGIL MECHANISM:
The Company, as required under Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, has established a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances.
The Audit Committee of the Company shall oversees the vigil mechanism, which provides for adequate safeguards against victimization 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 details of the Policy are available on the Company’s website at https://www.glenmarklifesciences.com/pdf/ Whistle Blower Policy 22.pdf
30. HUMAN RESOURCES:
Company’s industrial relations continued to be harmonious during the year under review.
31. PARTICULARS OF EMPLOYEES & REMUNERATION:
Information required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure VI to this report.
Information required under Section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended herewith and forming part of this report.
32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In compliance with the provisions of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) to be submitted by top 1,000 listed entities based on their market capitalization as on 31 March 2023 is appended herewith as Annexure VII to this Report.
33. OTHER DISCLOSURES:
During the F.Y. under review:
a) the Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.
b) the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on 31 March 2023.
c) the Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
d) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.
e) no significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.
f) no material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.
g) There was no change in the nature of business of the Company;
h) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;
34. APPRECIATION AND ACKNOWLEDGEMENTS:
Your Directors express their gratitude to the Company’s customers, business partners’ viz. distributors and suppliers, medical profession, Company’s bankers, financial institutions including investors for their valuable sustainable support and co-operation.
Your Directors commend the continuing commitment and dedication of employees at all levels.
For and on behalf of the Board of Directors
Yasir Rawjee V. S. Mani
Managing Director & CEO Director
DIN: 01965174 DIN: 01082878
Place: Mumbai
Date: 27 April 2023
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