Annual Report 1
Annual Report 1
Annual Report 1
to patients.
Our inspiration for
Cipla Limited
Annual Report innovation.
2017-18
Table of Contents
167-302
MD & GCEO's Message
Page No: 14-15
Financial Statements
Standalone Financial Statements
with Auditor’s Report 167
Consolidated Financial Statements
with Auditor’s Report 227
Salient Features of Financial Statements of
Subsidiaries and Associates 300
Glossary of Abbreviations
303 Scan this code with a QR reader app on your
smartphone or tablet and know more about us
Making a Our Inspiration for Innovation…
Difference For us at Cipla, the phrases ‘patient-centricity’ and ‘innovation’
to Patients contain a rich and permanent synergy. Our patient-centricity is
innovative, and our innovation is always patient-centric.
Nothing short of the best internal practices will help us take our
patient focus to newer heights. Our focus on talent, continuous
learning,
work culture, and development of leaders of the future provides
our associates the opportunity not just to perform tasks but to build
careers. As a responsible organisation, the health of the
Company is of primary importance to us, and Cipla’s initiatives
in this area are as cutting-edge as our drugs.
OneCipla Credo
We are a
PURPOSE - INSPIRED
RESPONSIBILITY - CENTERED
INNOVATION - DRIVEN
EXCELLENCE - FOCUSSED
INTEGRITY & TRUST - ANCHORED
global pharmaceutical firm that consistently Cares for Life and
delivers on its commitment to all our stakeholders- patients,
regulators, customers, partners, employees, investors and
community.
OUR
FIRST
PRINCIPLES
PATIENTS
Focus on impact, and double the number PEOPLE
of patients we serve globally
INSPIRATIONA
Transform to be an innovation-led L TALENT
enterprise focusing on unmet patient MINDSET
needs
PERFORMANCE
LEADERSHIP IN CORE MARKETS ACHIEVEMENT ORIENTATION
Be among the top 3 in home markets SYSTEMS THINKING
and legacy emerging markets
Be among the fastest growing in
HEALTH
emerging economies and Speciality INNOVATION &
business CHANGE
ENTERPRISE
FIRST
COMMERCIAL EXCELLENCE
Accelerated revenue growth and
sustainable margin expansion
Financial Highlights
All figures in H crore unless
specified
15,219
14,630
13,790 21.0%
11,345 19.1%
18.6%
10,173 18.0%
16.9%
FY14 FY15
FY161 FY17
FY18 FY14
FY15 FY16
FY17
TOTAL INCOME FROM OPERATIONS EBITDA FY18
MARGIN
PAT MARGIN
13.6%
8.0%
10.4% 7.1%
9.9% 6.6%
9.3% 6.3%
5.0%
6.9%
INVESTMENT 2
FY14 FY15
FY16
FY17
FY18
FY14
FY15
FY16
FY17
FY18
Note: Figures mentioned above for FY14, FY15 and FY16 are as per IGAAP whereas for FY17 and FY18
are as per Ind AS
1
FY16 includes one-time profit share of ~H1,050 crore
2
OPEX including depreciation as % of revenue
03
Our First
Principle
s/
Financial
Highlight
s
Making a difference to patients. Our inspiration for innovation.
Operational Highlights
with 44 state-of-the art manufacturing facilities with over 50 dosage forms and 1500+ products
Making
Accessible medicines
Based on
1
Includes multiple units within a plant
R&D
Over 1500
dedicated scientists
Environment
Relationships
Estimated 11 million HIV patients to benefit fromExtended patient support through 120+ pharmacy outlets in association with Apollo pharm
Cipla’s Q-TIB
Employees
78%
Employee Engagement index with continued year-on-year improvement
A third
f the Management Council and Board is represented by women
1 Cumulative number includes approved, tentatively approved and under approval ANDAs including partnered ANDAs and filed under PEPFAR
Operational Highlights05
Making a difference to patients. Our inspiration for innovation.
CSR Highlights
Cipla Foundation envisions and executes Cipla’s Corporate Social
Responsibility.
In the last year, we have reached out to over 2,20,000 individuals in the community across initiatives in
Health | Education | Skilling
Health
Driving health and hope to doorsteps Creating scalable & sustainable healthcare solutions
e flagship initiative of Cipla Foundation. Since 1997, the Cipla Palliative Care and Training Centre has reached out to over 14,000 patients with free-of-cost p
Making quality education accessible for children in the community Empowering individuals with job-linked skills for a productive life
CSR Highlights07
Making a difference to patients. Our inspiration for innovation.
Global Reach
North America
Ranked amongst the top 10 most dispensed
generic companies 1
Revenue
Contribution
17%
Revenue Growth 5%2
Key highlights:
#1 in-market share for 25% of the
product portfolio3
Approval and launch of gPulmicort
(Budesonide) and gDacogen (Decitabine)
Emerging markets
Leadership position across key Emerging
Markets
API
Revenue Growth 23%2 SAGA (South Africa, Sub-Saharan Africa, Global Access)
Key highlights:
A portfolio of 200+ 4th largest company in pharma private market 4
Revenue
generic and complex Contribution
APIs
4% Revenue Growth 14%7
Key highlights:
Amongst the fastest growing companies in top 104 in South
Africa
CGA: Partnering
with American
Cancer Society
(ACS) and
Clinton Health
Access
Initiative
(CHAI)
Europe
Revenue Revenue Growth 4%2
Contribution 4% Key highlights:
Sustained profitability
improvement in European
operations
Stronger portfolio with
product launches of
Sereflo and Ipravent
India
Third largest pharma
company4
Revenue
Contribution 39%
Revenue
Contribution 22%
1
IQVIA (IMS) MAT Nov 17 – by 4
IQVIA (IMS) MAT Mar 18 7
South Africa: In local currency;
TRx adjusted for animal health business
5
IQVIA (IMS) MAT Dec 17
2
Growth in USD terms 8
In H, GST adjusted for like-to-
6
Cipla’s internal market
3
IQVIA (IMS) RQTR Mar 18 like comparison
analysis
09
Global Reach
Making a difference to patients. Our inspiration for innovation.
Chairman’s Message
Dear Shareholders,
It has been an eventful year for the pharma
industry, both in India and internationally. Cipla
has had a good year, as is reflected in this Annual
Report.
Chairman’s Message 11
paediatric use in HIV/AIDS. For malaria, Cipla has
introduced its rectal artesunate suppository
Warm Regards,
Y.K. Hamied
Executive Vice-Chairperson’s Message
Dear Shareholders,
To me, Cipla has been family in more ways than
one. I am at once humbled and honoured to
represent the third generation of the founding
family of your Company.
8%) and urology (11% vs 10%) delivering above-market our internal operating efficiency champion, Project
performances as per IQVIA MAT Mar’18. We leveraged Eagle, had an extremely good year and delivered
our commercial and marketing strength to launch five above expectation.
in-licensed deals in FY18. To me, Cipla’s proprietary
breath-actuated inhaler, Synchrobreathe, represents
the Cipla tradition of innovative and cutting-edge
approach to meeting patient needs. Our generics
business also beat market and continues to provide
medicines in tier 3 cities and to remote corners of
the country. We have set
ourselves the challenge of a billion dollars in consolidated
revenue from India in FY19, and this will be our first
business to cross a billion dollars in sales.
15
MD & GCEO's Message
Making a difference to patients. Our inspiration for innovation.
Our People,
Our Pride
Our emphasis on
innovative work culture
helps our OneCipla family
pursue our purpose of
‘Caring for Life’.
Board of Directors
Ms Punita Lal
Ms Naina Lal Kidwai Ms Ireena Vittal Mr Peter Lankau
Independent
Independent Independent Independent Director
Director
Director Director
Committees
Chairperson Member
Mr Kedar Upadhye
Mr Raju Subramanyam Ms Geena Malhotra
Global Chief Financial
Global Head - Global Head -
Officer
Operations Integrated Product
Development
Board of Directors / Management Council 23
Making a difference to patients. Our inspiration for innovation.
Ten-Year Highlights
Consolidated
H in Crore
2018* 2017* 2016* 2015 2014 2013 2012 2011 2010 2009
Revenue from
Operation 15,219.25 14,630.24 13,790.10 11,345.44 10,173.39 8,279.33 7,020.71 6,323.84 5,359.52 4,960.60
Dividend 160.94 160.87 160.62 160.59 160.58 160.58 160.58 160.58 160.58 155.46
Share Capital 161.02 160.90 160.68 160.59 160.58 160.58 160.58 160.58 160.58 155.46
Other Equity 14,068.17 12,382.76 11,355.54 10,628.65 9,889.77 8,858.10 7,478.35 6,505.55 5,749.99 4,192.34
Property, Plant
& Equipment -
Gross Block 6,942.66 6,032.75 5,085.46 7,003.09 6,183.18 5,317.52 4,626.35 4,240.55 2,897.26 2,693.29
Investments 1,258.84 973.01 757.62 639.78 708.57 2,532.44 1,269.10 590.77 246.41 80.05
Additional Data
Earnings per
Share - Diluted H 17.50 H 12.50 H 16.89 H 14.66 H 17.27 H 19.24 H 14.25 H 12.32 H 13.70 H 9.92
Statutory Auditor
Chairman
Walker Chandiok & Co LLP
Dr Y. K. Hamied
Cost Auditor
Vice Chairman
Mr D. H. Zaveri
Mr M. K. Hamied
Secretarial Auditor
Executive Vice Chairperson
BNP & Associates
Ms Samina Vaziralli
Mr Umang Vohra
Registered Office
Non-Executive Non Independent Director Cipla House
Peninsula Business Park,
Mr S. Radhakrishnan
Ganpatrao Kadam Marg,
Lower Parel, Mumbai – 400 013
Independent Directors www.cipla.com
Tel. No.: +91 22 2482 6000
Mr Ashok Sinha
Dr Peter
Mugyenyi Mr Adil Corporate Identity Number
Zainulbhai Ms
L24239MH1935PLC002380
Punita Lal
Ms Naina Lal
Kidwai Ms Ireena Share Transfer Agent
Vittal
Mr Peter Lankau Karvy Computershare Private Limited
(Unit: Cipla Limited)
Karvy Selenium, Tower- B, Plot No. 31 & 32,
Global Chief Financial Officer Gachibowli Financial District, Nanakramguda,
Serilingampally, Hyderabad – 500 032, Telangana
Mr Kedar Upadhye
Tel. No.: +91 40 6716 2222
25
Ten-Year Highlights / Corporate Information
Making a difference to patients. Our inspiration for innovation.
Cipla’s performance
Our financial and non-financial performance in respect of the capitals we employ The economic, social and environmental impacts of Cipla’s busin
Financial Capital Manufacturing Capital Intellectual Capital Human CapitalSocial and Relationship CapitalNatural Capital
Report boundary
Scope of disclosures
Cipla’s global operations, including its subsidiaries and
The report contains audited financials along with
joint ventures.
management-reviewed non-financial figures
Reporting period
Frameworks referred
April 1, 2017 to March 31, 2018. Wherever
International Integrated Reporting Council’s (IIRC)
applicable, information in line with past
Integrated Reporting (<IR>) Framework
performance has been provided to aid
National Voluntary Guidelines (NVG) on Social,
comparability of the report.
Environmental and Economic Responsibilities (SEE) of
business
Select performance disclosures as per Global
Reporting Initiative (GRI) standards
Disclaimer
This annual report and its contents is for information of the Company’s shareholders only and is not intended to endorse, advertise,
promote or recommend the use of any products listed in it which are for representation purpose only, some of which are reference
listed drugs of which the Company has approved, under approval or under development generic equivalents. The prefixes “g” and
“generic” used interchangeably indicate the generic versions of the named brand drugs.
Forward-looking statements
Except for the historical information contained herein,
may vary from country to country. A reference to a medical
statements in this presentation and the subsequent discussions
product or a medical device does not imply that such medical
may constitute ‘forward-looking statements’. These forward-
product or medical device is available in every country. The
looking statements involve a number of risks, uncertainties and
commercial availability of
other factors that could
the medical products or medical devices listed herein for a specific
cause actual results to differ materially from those suggested by
country is dependent on the validity and status of existing patents
the forward-looking statements. These risks and uncertainties
and/ or marketing authorisations related to each of them. An
include but are not limited to our ability to successfully implement
independent enquiry regarding the availability of medical
our strategy, our growth and expansion plans, our ability to obtain
products and medical devices should be made for each individual
regulatory approvals, technological changes, fluctuation in
country.
earnings, foreign exchange
rates, our ability to manage international operations and exports, our The product information contained herein is not intended to
exposure to market risks, as well as other risks. Cipla Limited does provide complete medical information, and is not intended to be
not undertake any obligation to update forward-looking used as an alternative to consulting qualified doctors or healthcare
statements to reflect events or circumstances after the date professionals.
thereof. Nothing contained herein should be construed as giving of
Information related to any medical products or medical devices advice or the making of a recommendation, and it should not be
contained herein is provided by Cipla for general information relied upon as the basis for any decision or action. It is
purposes only. Information on any of the medical products or important to only rely on the advice of a healthcare
medical devices professional.
27
About this Report
Making a difference to patients. Our inspiration for innovation.
Quality
Focus area
Systems & processes Pharmacovigilance Safe product destruction
Capital Linkage
Manufacturing Capital
Section of the
Page 49 of
report
Page 48 of Page 49 of Manufacturing Capital
Manufacturing Capital Manufacturing Capital
Focus area
Pricing pressures Enhancing outreach Improving patient Providing affordable
experience medicines
About the
To address pricing Cipla routinely Cipla initiates Ongoing
focus area
pressures in global participates in various patient programmes on cost
markets, Cipla has tenders across awareness and reduction through
focused on cost markets and builds education measures such as
optimisation and depth in chosen campaigns (like process / yield
complexity markets to expand the Berok Zindagi improvements and
reduction as well as our global reach campaign targeting alternate vendor
portfolio and enhance asthma awareness development help
enhancement accessibility and management) Cipla in making our
as well as patient products affordable
support
programmes
Capital Linkage
Social and Relationship Financial Capital
Capital
Section of
Page 82 of Page 61 of Page 62 of Page 45 of Financial
the report
Management Social and Social and Capital
Discussion and Relationship Relationship
Analysis Capital Capital
Research and
Development
1
OPEX including depreciation as % of revenue
Operations
Focus area
Effective value Optimised energy Effective waste Water
chain consumption and management management
management focus on emissions
footprint
Capital Linkage Social and Natural Capital Natural Capital Natural Capital
Relationship
Capital
Section of
Page 65 of Page 74 of Page 76 of Page 76 of Natural
the report
Social and Natural Capital Natural Capital Capital
Relationship
Capital
Capacities
Growth opportunities Ensuring employee health
and safety
Cipla’s 44
The Company actively At Cipla, Environment,
internationally-
pursues organic and Health and Safety (EHS)
approved state-of-
inorganic growth management is viewed
the-art manufacturing
opportunities by as an investment rather
facilities around
evaluating various than an expense. The
the world speak for
markets and devising the Company’s focus on
themselves, making
effective go-to-market safety measures remains
Cipla the partner of
strategy for them unwavering in its bid to
choice for multinational,
prioritise employee health
government and non-
and safety
government institutions
across the globe
Page 46 of
Page 33 of Page 58 of Human Capital
Manufacturing Capital
Opportunities and
Outlook
Talent
Focus area
Diversity at workplace Talent retention Employee engagement
About the focus
The Company’s talent Cipla has taken various To keep Cipla’s workforce
area
pool displays diversity initiatives to retain the engaged and motivated, the
in terms of gender, right talent and minimise Company uses forums such as
age, expertise and voluntary attrition through recognition and reward
geography, which increased talent mobility, platforms, regular connects with
results in a healthy learning and development leadership and other initiatives
mix of skill-sets and opportunities, and geared towards the overall
perspectives succession planning for employee experience and well-
employees being
Section of
Page 55 of Human Page 54 of Human Page 56 of Human Capital
the report
Capital Page 134 of Capital
Corporate Governance
Report
Governance
About the focus Cipla’s commitment to The Company has Cipla’s Whistle- Cipla is in the
area strong governance has always emphasised blower Policy process of
led to enhanced value for the values of serves as a strengthening
the stakeholders and fairness, mechanism to capability and
protection of their transparency and report concerns rigour in its
interests. Cipla operates accountability for about unethical corporate
within a robust corporate performance at all behaviour at compliance
governance framework levels. To all levels across mechanism by
bolstered by policies and implement its the implementing robust
guidelines which serve as commitment to organisation compliance policies,
mechanisms to ensure good governance, SOPs and system-
transparency and ethical Cipla has based monitoring
conduct adopted a
Business Code of
Conduct
Capital Linkage
Human Capital Human Capital,
Natural
Cap ital
Section of
the report Page 132 of Page 60 of Page 38 of Page 60 of
Corporate Human Capital Risk Human Capital
Governance Report Management Page 73 of
Framework Natural Capital
Cipla’s Opportunities and Outlook
We have witnessed the evolution of healthcare and
ensured reliability and availability of information and
pharmaceutical industry over last eight decades.
business support, and maximised efficiency and data
During this period, healthcare and disease patterns
integrity. The Company continues to meet the objective
around
of ensuring that the systems, processes and technology
the world changed, bringing in new opportunities
are aligned to the changing business environment and
for growth in this complex environment. Biologics,
help us maximise efficiency.
complex generics, innovative drug delivery
platforms and artificial intelligence are the areas for In keeping with the current momentum and bolstering
future bets which may see huge potential in coming future growth, we are looking to strengthen our
years. position in key markets through a differentiated
portfolio, and enter newer ones through organic and
Even in the face of constant challenges like a
inorganic routes. With initiatives set to deliver cost and
volatile regulatory climate, ever-changing
operational efficiencies, Cipla is poised to explore
competitive landscape and adverse pricing
market opportunities across the short, medium and
movements, we have continued to deliver growth
long term as illustrated below:
and stakeholder value. By building systems to
promote digitalisation and advanced analytics
across the Company, Cipla has
Opportunities
Difficult-to-
Develop a complex generics portfolio
compete spaces
like Specialty and Build Specialty portfolio in areas like CNS and respiratory for US market through
complex generics licensing or acquisition opportunities, complemented by focused internal R&D
in US Focus areas for the portfolio:
505(b)(2)s Proprietary delivery platforms
Continue to build
Strengthen select categories in home markets through partnerships:
scale and depth
in branded home India – Dermatology and Diabetes South Africa – OTC
markets of India segment
and South Africa Leverage strength in respiratory to expand category presence through patient
activation programmes like Berok Zindagi
Grow business organically through product development efforts and new launches,
supported by execution excellence
Strengthen and
expand presence in
Emerging Markets Grow Emerging Market footprint as the next leg of Cipla’s strategy, beyond
India and US
Build aggressive pipeline in ‘future markets’ like China, Indonesia and Brazil though
a combination of internal pipeline and partnerships
Explore entry into new Emerging Markets as long term bets
Explore investment
in new therapy
areas Explore early investment in one of the promising new therapy areas – such as
insulins, vaccines, biosimilars wave II – in the US market
Partner with proven and established market players for co-development and/or
licensing efforts
Focus on going
digital and on
patient centricity Support our core business by focusing on patient engagement in our key
to stay ahead of branded markets. Leverage technology to deliver ‘beyond the pill’
the game experience and create market disruption
Launch Cipla’s maiden initiative, 'Innoventia', focused on innovation to
crowdsource and incubate ideas in point of care devices, diagnostics, digital
and services which are synergistic with Cipla’s growth ambitions
Create a culture of ‘Enhanced Analytics’ and ‘Sales Force Effectiveness’ by
leveraging artificial intelligence to drive outcomes across our key businesses
Continuous
Continue to drive through cost and operational efficiencies and continuous
Improvement:
improvement initiatives
Efficiencies to
deliver fuel for Focus on operational productivity by driving
growth Throughput improvement Procurement efficiencies Logistics
cap
abil
ity
API
yiel
d
imp
rov
em
ent
in
cor
por
ate
ove
rhe
ads
among other
initiatives, in
order to be an
agile and
competitive
market player
Cipla’s Stakeholder Engagement Strategy
We understand the importance of fostering and maintaining a strong engagement with our stakeholders
– a crucial factor to achieve success in our value creation journey. Our stakeholders are persons,
groups or
organisations directly impacted by our activities and decisions as well as those who can influence our
operations. We have institutionalised our stakeholder engagement strategy to ensure timely, accurate,
consistent and relevant information exchange with each group.
Our stakeholders are categorised into nine groups based on the above criteria. Please refer below for details 2.
Channel Partners
Suppliers Employees
Risk management is one of the critical elements of operating environment, these risks are reviewed
Cipla’s operating framework. Cipla’s Enterprise Risk regularly and assessed for their potential impact/
Management (ERM) framework encompasses practices exposure. Every quarter, a detailed update on ERM
relating to the identification, evaluation, mitigation is presented and deliberated upon in the meetings
and monitoring of strategic, operational, financial and of the Investment and Risk Management Committee
compliance risks to achieve key business objectives. (IRMC) of the Board.
Through the ERM framework, we seek to minimise the
adverse impact of risks, thereby enabling effective Based on Management review and deliberations
leveraging of market opportunities and enhancement during IRMC meetings, given below is a
of long-term competitive advantage. summarised account of some of the Company’s
key risks and mitigation measures. The list of
Cipla’s Management identifies key risks (existing mitigation measures is only illustrative and not
as well as emerging) and prioritises the mitigation exhaustive. While every company, as part of its
actions based on the potential adverse impact on risk management strategy, tries to put in place
operations and/or shareholder value. As we mitigation measures to the extent possible,
operate in a dynamic residual risks cannot be wished away.
Definition Definition
Amongst other potential regulatory changes, Non-compliance with Good Manufacturing Practices
continued pricing pressure and evolving regulatory (GMP), sub-standard product quality, and adverse audit
landscape. findings by agencies such as FDA and MHRA among
others
Mitigation Plan
Mitigation Plan
Divestment / discontinuation of select product
categories Ensuring all-time audit readiness
Performing therapy-level impact assessment and Imparting relevant role-based training to employees
amending product structure / pricing accordingly
Following a product Life Cycle Management
Process (LCMP), which focuses on product
quality
Conducting investigations and Corrective and
Preventive Action (CAPA) analysis for all
product recalls
Enforcing stringent quality standards on vendors in
supply / service contracts
Automation of Quality Management by
developing Computer System Validation (CSV)
programme
3
Risks presented in this section may not be exhaustive
Making a difference to patients. Our inspiration for innovation.
5Currency risks
Definition Definition
Safety at all Cipla workplaces is both a priority Exposure due to fluctuations in foreign currency rates
and a regulatory requirement. EHS incidents pose
critical regulatory, reputational and business Mitigation Plan
continuity risks
Hedge balance sheet translation and
Mitigation Plan realisation exposure for select countries fully
Implementing a policy of hedging appropriate
Comprehensive assessment framework called
percentage of future cash flows in a basket of
EHS Management System (EHSMS) to identify
select currencies based on defined risk
and
threshold, thereby limiting the currency risk
respond to potential risks to ensure zero EHS-
related incidents is being implemented. To
augment the framework, corporate EHS standards
6Increasing costs and growing business complexity
and guidelines, and good EHS practices have been
rolled out
Development of detailed local EHS procedures Definition
and full implementation of EHSMS is currently
Risk of shrinking revenue due to downward
underway
pricing pressure on most of the key products in
Periodic performance of internal audits and tender-based and other highly competitive
EHS assessments businesses
Mitigation Plan
Fostering a risk-aware culture that can anticipate New global Code of Conduct Policy
and prevent attacks, and where necessary, Integration of fraud indicators in the Internal Financial
effectively respond to security breaches Controls (IFC)
Maintain strong cyber security infrastructure Robust whistle-blower programme
Compliance with data privacy law requirements Demonstrating a zero-tolerance approach towards
through: violations of the Code of Conduct
Performing gap analysis to identify existing Rigorous vendor on-boarding process
weaknesses
Development of fraud analytics to identify and
Rolling out a Data Protection Policy raise red flags
Developing an implementation roadmap based
on gap analysis for implementing cyber 10Compliance
insurance or other protection mechanisms Definition
The global value chain with an End Patient focus Cipla’s patient centric business model delivers significant stakeholder value
End Patient
Talent Management
BusinessChannel
AlliancesPartners
Registration, Filings and Approvals
Institutional Partners
Information Technology
Systems and Processes
Manufacturing
Marketing,
Sales and
Distribution
API Formulation
Supply Chain
Product in-licensing
Quality and Regulatory Compliance
Legend
Lines of operation Frameworks that Cipla
operates within
Lines of interaction
Enablers for Cipla
Financial Capital
Sustainable FY18 revenue growth of 6%2 and
3rd largest player expansion of EBITDA margin to 18.6% of
in India revenue
Human Capital
Leadership positions
across key emerging Engaged employees resulting in inspired
markets and motivated workforce – employee
engagement index improved year-on-year
Focus on diversity in the Board and top
management – 58% independent members
Cipla’s Key Brands on the Board and one-third women
representation in Management Council
Social and
Synchrobreathe Relationship Capital
Working with communities for the
betterment of lives – 85+ initiatives
Omnigel spread across healthcare, education, and
skilling
Strong business relationship with 1400+
suppliers across the globe
Established relationships with government
bodies to support patient access
gPulmicort
Natural Capital
Zero liquid discharge across API
facilities 6,00,000+ Kilolitres of water
gDacogen recycled to reduce pressure on fresh
41
Our Business Model
Making a difference to patients. Our inspiration for innovation.
Financial Capital
With an eight-decade legacy, Cipla has remained committed to
drive sustainable value creation based on strong business
fundamentals including focused R&D investments and a diversified
& growth oriented business model. There is a strong focus on
efficient capital allocation and continuous margin improvement.
Business model realignment and significant improvement in cost
structure have resulted in growth in revenue and EBITDA of 6%
(GST Adjusted) and 14.2% Y-o-Y respectively. While this is ongoing,
there is strong cash generation year on year which is reflected in
substantial reduction in Net Debt to Equity ratio over the last two
years
CAGR 25.6%
10.6% 24.7% 25.3%
14,630 15,219 24.2% 24.5%
13,790 2,826
10,17311,345 2,480 2,476
2,133 2,162
FY14
FY15 FY16# FY17 FY18 FY14 FY15 FY16# FY17 FY18
# FY16 includes one-time profit share of around H1050 crores
EBITDA EBITDA % Pre R&D EBITDA %
Note: Figures mentioned above for FY14 and FY15 are as per IGAAP whereas for FY16, FY17 and FY18 are as per Ind AS
Financial Capital 4
Net Profit after tax attributable to Cash Conversion Cycle*
shareholders
Cash Conversion cycle has improved over the years
Over the years, depreciation and amortisation costs through focused management of inventory, receivables
have increased due to increased capital investment and and payables.
acquisitions. Further, the profits for FY17 and FY18 saw (No. of days)
the impact of impairment of assets related to 127
InvaGen and Cipla BioTec.
The Company’s effective tax rate (ETR) has 122 119
improved significantly over the last 5 years driven
majorly by operations in backward industrial areas 114 114
and increased R&D investments
(H crs)
13.6%
1,411
FY14
1,388 10.4% FY15 FY16 FY17 FY18
1,360 1,006
1,181
9.9%
9.3%
R&D Investment**
6.9%
The Company continues to invest in building a
strong product pipeline through R&D. This has
contributed significantly in growing the US product
FY14 FY15 FY16 FY17 FY18 portfolio. The Company filed 24 new ANDAs and
invested in clinical for gAdvair during the year.
PAT PAT %
Absolute annual R&D investments at Cipla have
crossed H1000 crore.
1.51
14.6%
1.07 11.3% 12.3%
10.5%
0.72 8.4%
0.350.35
FY14
FY15 FY16 FY17 FY18 FY14 FY15 FY16 FY17 FY18
Note: Figures mentioned above for FY14 and FY15 are as per IGAAP whereas for FY16, FY17 and FY18 are as per Ind AS
*Net Debt = Total borrowings - Cash and Cash equivalents + Bank Balance other than Cash and Cash equivalents (excluding earmarked balances
per dividend) + Current Investments
#RoE = (Net Profit after tax attributable to shareholders) ÷ Average Shareholder’s Funds (excluding non-controlling Interest)
Project Eagle: Enhancing access at low cost
In delivering a sustainable business with long-term revenue growth, Cipla also recognises its commitment to
provide affordable medicines to those who need them. Through Project Eagle, rolled out in select
locations from the middle of FY17, the Company has adopted an integrated approach to procurement, supply
chain and operations.
Procurement Levers Operations, supply chain and quality levers Structural/ business model levers
Through a systematic and process-driven approach, the Company also addressed each cost element
relating to procurement, research, manufacturing yields, logistics, overheads and people through
benchmarking against best- in-industry practices.
Manufacturing Capital
Cipla has leveraged and invested in its manufacturing capital through
facilities that are cGMP compliant and approved globally. This has
facilitated the Company to attain a global leadership position in the
pharmaceutical sector.
7 352
API facilities Formulation facilitiesPilot facility
1
Information in line with BRR Principle 2 Question 1
Corporate Overview 02-77 Statutory Reports 78-166 Financial Statements 167-302
3 3
2
1 1 1 1 1
Manufacturing Capital 4
Making a difference to patients. Our inspiration for innovation.
USFDA WHO TGA MHRA INVIMA ANVISA EMA EDQM PMDA CDSCO FY18
(Geneva) (Australia) (UK) (Columbia) (Brazil) (Europe) (Japan) (India)
TrackWise Quality Managment System (QMS) - Leveraging technology to ensure quality compliance
Logging, tracking and reporting of quality and regulatory issues and actions in QMS through Trackwise
1 2 3
Have an automated and harmonised process
Improve the process and meet regulatory
Ensure provisions
requirements
for controlled access based on user roles and electronic sig
1 2 3
Streamlined workflow processes Enabling site level, process level and role-based
Obtaining
securityinformation instantly using query manager
4 5 6
Reduction in approval timeline of manual activity
Reduction of paperForecasting
consumptionof expected
and storage
challenges
area to help identify improvement measures leading to pr
The Company has implemented the Trackwise QMS to enhance data traceability and ensure better quality
compliance. This module has been implemented at all Indian sites for monitoring and overcoming deviation, CAPA
and complaints. Figure 2 provides details on Trackwise QMS implementation.
Pharmacovigilance is an essential component of
Laboratory Information Management System (LIMS) quality and enables Cipla to adopt adequate
has also been implemented to improve measures to identify and enhance awareness
compliance in data management system. LIMS is an regarding
enterprise wide system for Management of Data
and Processes in
Quality Control Laboratories. It has helped in
automation of various lab functions like lot
management, stability study, calibrations,
environmental monitoring, retention samples,
investigations, standard management, culture and
reagent management etc. The LIMS is interfaced with
SAP and analytical balances for data transfer. It is a 21
CFR part 11 compliant end to end solution and has
brought about major lab automation, work
simplification which further strengthened the Quality
Systems. The LIMS has been rolled out across Cipla
and associated units within India and all key routine
functionalities are successfully implemented. The
newly developed functionalities are in process of
rollout as a part of continuous improvement and value
addition to the business.
Pharmacovigilance
adverse effects of its products. The Company’s
robust pharmacovigilance system is equipped to
handle and process safety related complaints from
multiple stakeholders such as consumers, patients
and healthcare representatives among others.
Through
a structured customer complaint redressal system,
complaints related to drug safety are directed to
the pharmacovigilance team. While product quality
related complaints are addressed as per the SOP
prescribed by Corporate Quality Assurance (CQA),
the Company has developed a global
pharmacovigilance system
for effective handling and processing of drug
safety- related complaints. The
pharmacovigilance team also undertakes
measures to review current literature in order to
understand the evolving drug reactions.
Investing in these critical elements of
pharmacovigilance captures improvement areas and
aids in standardising and streamlining processes.
801 Cumulative
Cipla’s Intellectual Capital powers our ambition to build Collaborating with premier research institutes and
a strong and comprehensive product portfolio. The engaging with regulatory bodies to grow the
Company’s 1500+ dedicated scientists, which include reach of critical drugs that are globally
formulation, analytical, and organic synthesis experts, compliant
work relentlessly to deliver quality medicines.
Cipla’s Intellectual Capital is powered by end-to-end
Science is at the core of who we are, and our project management expertise, and robust systems
state-of- the-art laboratories constantly challenge and processes. To optimise efficiency, maximise
convention. Our two formulation facilities and performance and to ensure seamless integration
three API R&D facilities are equipped with of information across the organisation, we have
advanced infrastructure that aid in the development implemented initiatives such as Electronic Lab
and manufacturing of high quality products. Notebooks.
Towards supporting and enhancing its intellectual
Innovation pool
capital, the Company has invested 7.1%* (H1,074
crore) of FY18 revenues on R&D. Cipla’s mission to innovate our R&D assets if pivoted
towards the following critical areas of the business:
Cipla’s strategic focus areas for developing Intellectual
Capital are: API development
Building a pool of innovation, through Cipla’s state-of-the-art research facilities for API
process development are housed across various
locations in India
The API pipeline consists of over 50 complex This in turn has had a positive impact on
developments in the therapy areas of Oncology, Cipla’s environmental footprint.
Hep C, ARV, Diabetology, Respiratory, among others
Biotransformation: Biotransformation encompasses
The products are developed using principles of the use of biological systems to catalyse the
Quality by Design (QbD) and incorporating conversion of one compound to another. Through
Design of Experiments (DoE) biotransformation initiatives, Cipla has been able
to enhance its natural capital efficiency by
Cipla’s API R&D has dedicated oncology and improving productivity, significantly reducing
polypeptide development labs with highly waste streams and generating fewer by-products,
experienced analytical research development teams thereby reducing impurities.
and instrumentation such as NMR, LC-MS-MS, GC-
MS, PXRD, single crystal XRD, etc. Peptide chemistry: Therapeutic peptides are a
promising and a novel approach to treat several
Niche Areas of API diseases, including cancer. They have several
advantages over proteins or antibodies as they
Cipla’s API Integrated Product Development
are (a) easy to synthesise, (b) have a high target
(IPD) team has conceptualised a programme for
specificity and selectivity, and (c) have low toxicity.
adopting the principles of Green Chemistry to
They also hold capabilities such as separation of
develop production processes that are environment
analogous compounds, separation of racemic
friendly. The Company's technological interventions
compounds and handling of thermolabile
towards recycling, reducing and reusing solvents in
compounds.
manufacturing have resulted in lower waste generation
and energy-efficient processes. During the reporting Strengthening API R&D through innovative techniques
year, the Company has undertaken multiple initiatives
towards the twelve principles of green chemistry, some Cipla continues to invest in infrastructure and
of which are: develop in-house capabilities, which help support API
development. Towards this, we have used several
Flow chemistry: Flow chemistry is an established tools to characterise the physicochemical
technique for performing reactions under conditions properties of molecules to ensure they meet FDA
where mixing, temperature, pressure and reaction requirements. Some of these high end tools include:
time are precisely controlled. The Company has
built various flow reactors into its processes such X-ray powder diffraction hyphenated with
as Coflore ACR- Agitated Cell Reactor, Corning DSC inVia Raman Microscope
Advanced Flow Reactor, Spinning-Disk FLOW Morphology G3-ID
Reactors, among others to enhance the safety Nuclear Magnetic Resonance Spectroscopy
and efficiency of its processes.
These new characterisation tools have enhanced the
The strategic investment in flow chemistry has pace of product development and dossier filings, and
enabled us to provide cleaner products, safer also helped Cipla perform in-house characterisation of
and quick reaction, optimisation and easy the molecules for cost optimisation.
scale-up.
Intellectual Capital 5
Making a difference to patients. Our inspiration for innovation.
Coflore ACR-Agitated Cell Reactor Spinning-Disk-Flow Reactor Corning Advanced Flow Reactor
Artesunate Suppositories
In addition to developing our own products, we collaborate with strategic channel partners to enhance
access to medicines and develop unique products that will help address patient requirements across the
globe.
Cipla is a reliable partner for HIV and TB therapy worldwide, for which we develop formulations with
international non-profit organisations such as DNDi and MMV. The Company has co-developed masked
products like 4-in-1 ARV therapy for paediatric ARV patients, and Novel Taste which is in the registration
phase. We have also developed an anti-malarial Artesunate Suppository in collaboration with MMV, and a
4-in-1 Anti TB therapy medication along with WHO.
Human Capital*
We at Cipla are inspired by our purpose of 'Caring for Life' and
strive to extend this philosophy to our associates# and their family
members. Our endeavour is to build a high-performance and
meritocratic work culture with care as the cornerstone.
Talent that gives us a competitive edge Performance and compensation Ensuring a healthy and safe working environment
Investing in the future Connecting with people Ethical practices and human rights
38
Fresh MBA graduates hired as part 19%
of the Young Managers Voluntary attrition rate
Programme.
Our Code of Conduct confirms our commitment of being an equal opportunity employer with no
discrimination or harassment and a drug-free workplace.
Number of
employees under
each category 23610 8912 2624 13
Human Capital 5
Making a difference to patients. Our inspiration for innovation.
and retention.
1
Information in line with BRR Principle 3 Question 1 / 2 Information in line with BRR Principle 3
Question 2 3 Information in line with BRR Principle 3 Question 3 / 4 Information in line with BRR
Principle 3 Question 4 5Information in line with BRR Principle 3 Question 8
Managerial Engagement
Leadership Connect
OneCipla Townhalls
MiVoice Survey
78%
Employee engagement index in 2017 as
compared to 76% in 2016
Employee Experience developments from around the globe, showcase
employee success stories, disseminate information
Today, associates look forward to not just about upcoming events, facilitate leadership
engagement, but overall involvement. We belive in connect, and allow time for some light-hearted
creating entertainment and conversation. Given the
lasting experiences in the minds and hearts of our diversity and geographical breadth of the
associates, and extending this to their families organisation, Cipla Unplugged caters to this
through celebrations such as OneCipla family day, diversity whilst ensuring a
birthdays, work anniversaries, festivals like common communication platform that brings the entire
Dussehra, Christmas, and Halloween, and important organisation together. Cipla Unplugged touched 100%
days like Women’s Day, Nelson Mandela Day, World of Cipla's workforce.
Asthma Day and World Autism Day, amongst
others. Joy of Giving
Cipla Unplugged
Holistic Wellbeing
I-Care
office s sessions
8200+ 5485 yoga,
Zumba 1371
Colleagues
participants and associates availed
enrolled
opted for in- ergonomic gym discounts
420 1241
colleagues
colleagues
accessed the
availed
in-app guided
personalised
meditation
nutrition
session
counselling
Work-Life Assistance Programme (WLAP) care centre can be accessed by both men and women
associates.
WLAP, a confidential counselling service, has
been introduced to equip and support our Financial Well-being
associates and their immediate family members
to cope with stress. Financial well-being programmes were conducted
to help associates become financially prudent. The
Day Care Centre Programme programme is structured to address the concerns on
taxation and savings, and educates them on different
Cipla understands that balancing parenthood with avenues available for investment
full-time work can be challenging at times and we
have extended day care facility across locations.
The day
The importance of striking a good work-life balance is being recognised worldwide as a means to boost
productivity. Cipla’s policies make provisions for these situations and include the following leave options:
6Adoption leave
4 Compassionate leave 5 Maternity leave
Six months of paid
5 days leave to support Six months of paid adoption leave
employees in times of death of maternity leave to enjoy
their immediate family members motherhood
The Company has also introduced flexible working arrangements to ensure work- life balance for employees.
Cipla advocates EHS as a line function The Company follows a risk-based approach for
responsibility. Employees, Supervisors and management of hazards and its associated risks,
Managers are directly responsible for ensuring primarily at source. All Cipla manufacturing sites
their own safety, safety of colleagues, promoting and IPD (excluding Sikkim II) in India are BS OHSAS
a safe and healthy workplace and protecting the 18001 certified. The unit at Sikkim II, being a new
neighboring community. The management formulation plant has initiated its journey to obtain
systems are implemented through equipment, certification.
procedures and people.
EHS induction Near miss reporting EHS Trainings at Counselling based on Internal & External
programme for and appreciation all levels including EHS observations Audit Programme
Employees & contractors
Contractors
External EHS expert Reviews and Focused drives such Observation of Sharing of EHS
management trainings by as Road Safety, National Safety week, learnings, including
Corporate EHS Office Safety and World Environment those from incidents
Home safety day, Fire service day, across the sites
World No tobacco day
The Company has developed an IT platform to capture and track all incidents including near misses
(learning incidents), EHS surveillance and EHS audits for its operations. The incidents and learnings
derived are shared across the organisation.
6
Information in line with BRR Principle 3 Question 8
EHS audits during the year included cross-site All employees and stakeholders can express their
audits; regulatory compliance audits at grievances and report genuine concerns about
Patalganga and Virgonagar, water audit at Goa unethical behaviour or violation of the Code of
and electrostatic discharge survey at Kurkumbh by Conduct through a Whistle-blower mechanism. The
external specialists. In addition, few sites were Audit Committee oversees the functioning of this
audited on EHS aspects by the customers. mechanism and receives periodical reports from the
Ethics Committee.
All sites have safety committees duly represented
by management and staff. The committees meet In FY18, the Company received thirty three complaints
at regular intervals to review the safety pertaining to unethical business practices and all of
performance. In addition, the EHS performance them stand closed as on the date of this report
is also reviewed regularly at Corporate level. after due investigation 8. A total of five cases were
These also provide a forum for improvements. reported under the Prevention of Sexual
Harassment Policy during FY18, and all of them have
An all time emergency preparedness is ensured been investigated satisfactorily and closed. 9 There
through regular table-top and mock drills across were no instances
operating sites and offices. of any child labour, forced/involuntary labour
or discriminatory employment during the
Ethical practices and human rights year.10
The Company ensures protection of human rights and Cipla has always repected the right to freedom of
upholds the dignity of every individual associated employees to join any employee association. Currently,
with it. This is supported by a robust Corporate Cipla has three employee associations, each at
Responsibility Policy and a Code of Conduct, which Patalganga, Kurkumbh and Bengaluru, with employee
highlights our zero-tolerance approach to unethical participation of 9.94%, 4.48% and 10.79% respectively. 11
behaviour.7
7
Information in line with BRR Principle 5 Question 1 / 8 Information in line with BRR Principle 1,
Question 2 9 Information in line with BRR Principle 5 Question 2 / 10
Information in line with BRR
Principle 3 Question 7 11
Information in line with BRR Principle 3 Question 5 & 6
Corporate Overview 02-77 Statutory Reports 78-166 Financial Statements 167-302
Relationship Capital
Cipla’s philosophy towards our Relationship Capital The Company’s tender based institutional
is based on conducting business in a transparent business unit Cipla Global Access (CGA) works
and ethical manner with focus on the triple bottom with globally
line (people, planet and profits). The Company has renowned agencies to provide accessible and
identified End patients, Healthcare professionals, essential treatment to people in developing
Investors, Government & Associations, Suppliers, countries who face life-threatening diseases such
Channel partners and B2B customers as its key as HIV/AIDS, malaria, multi drug resistant
stakeholders. Cipla has institutionalised a structure of tuberculosis, reproductive health and oncology.
stakeholder engagement to ensure timely, accurate, Below are some of Cipla’s key initiatives for
consistent and relevant information exchange with increasing access:
each of the stakeholder groups. This streamlined
CHAI: In 2001, Cipla collaborated with Clinton
approach towards stakeholder value creation over
Health Access Initiative (CHAI) for providing HIV
the years has resulted in a corresponding rise in
treatment to countries in Sub-Saharan Africa for
intangibles associated with the brand and
USD 1 a day. During FY18, CHAI approached Cipla
reputation.
for a three-way collaboration with the American
Meeting End Patient Needs Cancer Society (ACS), in order to provide life-
saving cancer treatments in twenty countries in
As a responsible organisation with a market-leading Sub-Saharan Africa. The partnership will help these
R&D set up, Cipla works to improve affordability African countries gain access to 16 essential cancer
of medicines worldwide through initiatives for cost medications, including chemotherapies. It will also
optimisation, product portfolio enhancement and reduce the reliance on middlemen and private
complexity rationalisation. We have consistently distributors, stabilise prices, streamline registration
focused on increasing access to medicines, improving of products, and promote the entry of international
affordability, accessibility and enhancing patient suppliers with quality-approved products. The
experiences, and have assigned dedicated resources implementation of such programmes will help
towards this. African governments to gain greater access to
cost-competitive and quality-approved medicines
while substantially reducing current costs.
Making a difference to patients. Our inspiration for innovation.
61
Human Capital / Social and Relationship Capital
Making a difference to patients. Our inspiration for innovation.
Q-TIB: Cipla’s Q-TIB, a global breakthrough, is a Launched in FY18, the campaign has had a television
single-tablet fixed dose combination for TB reach of 30 million views in West Bengal and 47
prophylaxis in HIV. During FY18, Q-TIB received WHO million views in Andhra Pradesh and Telangana. It
approval and gained global recognition. By May has had a digital reach of more than 9 million views
2018, the Stop TB Partnership, which has a presence and has received wide coverage in national and
in over 100 countries and a network of 1500 regional media. The campaign has garnered over 100
partners, listed Q-TIB in their catalogue. As a doctor testimonials and as many patient testimonials
result, an estimated 11 million HIV patients may appreciating and acknowledging the positive impact
benefit from Cipla’s Q-TIB. of the initiative.
Improving patient experiences Breathefree: Cipla launched Breathefree, a
comprehensive patient-centric support system for
Berok Zindagi: As a pioneer in the field of
respiratory care in India. Breathefree aims to increase
respiratory medicine in India, Cipla works towards
awareness about asthma and other respiratory
enhancing patient experience. During FY18, we
diseases and provide counselling and help in disease
launched Berok Zindagi, a mass awareness
management and patient adherence. During FY18, the
campaign to educate patients, caregivers and the
Company conducted several awareness programmes
general population on the smartest ways to manage
through camps, clinics and screenings and reached
asthma. The campaign aims to make people aware
out to over 15 lakh patients. Cipla was also
that:
instrumental in extending patient support through
Asthmatics can lead a fulfilling life 120+ chain pharmacy outlets in association with
Apollo pharmacy to build awareness amongst
Inhalation is a smart choice to manage asthma
patients. These outlets add to the existing
It is socially acceptable to be asthmatic and Breathefree Chemist network of 4,000 support
use inhalation as treatment points across the country. We have joined hands
with the Chest Research Foundation to launch a
unique initiative called ‘CORD Programme’
(Certificate course in Obstructive airway Diseases).
This programme sets new standards in respiratory
counselling and care, and has helped to provide
advanced skills to over 400 Breathefree Educators.
The Company ensures that all product quality Cipla’s continued focus on innovation can be witnessed
related complaints received from customers are in our initiatives towards digitising our supply chain.
acknowledged, investigated and responded as The Company implemented the eSourcing and
per the Standard Operating Procedures eAuction platform during FY18, which uses auction
prescribed by events to enable online negotiations with multiple
Corporate Quality Assurance (CQA). These SOPs suppliers. Through automation, we have been able
have been developed to ensure necessary actions to attain overall cost reduction, better the
are taken to prevent the recurrence of similar transparency and visibility to the negotiation
complaints. During the course of the year, Cipla has process and better price discovery. Cipla
successfully resolved 86%4 of the 2,603 conducted over 807 eSourcing / eAuction events
complaints 5 received. during FY18.
Cipla also has in place a SOP for providing facts To enhance efficiency across the supply chain, Cipla
about its products which covers aspects of creating implemented catalogue-based procurement for
awareness with respect to dosage compliances and contracted items. This process allows requesters to
guidance on taking complete course of prescribed directly order through the platform. The initiative
treatment. Cipla has a dedicated website www. has not only provided enhanced visibility to requestors
ciplamed.com, which is aimed at meeting the needs of but also led to a reduction in manual effort and
any stakeholder. The Company follows the packaging increased efficiency.
and labelling standards, regulations and guidelines
for producing any promotional material6. There is Cipla’s supply chain strategy emphasises sustainable
no significant case filed or pending as on the end of procurement and the Company puts in dedicated
FY18 against the Company regarding unfair trade efforts towards encouraging local sourcing of
practices, irresponsible advertising or anti-competitive materials. This move has led to a reduced carbon
behaviour7. footprint of our products 8. We also work with small
and local producers and provide on-site training
Cipla’s Supplier Initiatives towards improving process quality and enhancing their
awareness on compliance 9.
Through effective value chain management, we
work closely with all suppliers to ensure superior
4
Information in line with BRR Principle 9, Question 1 / 5 This number includes complaints from any person in contact with Cipla’s product,
experiencing dissatisfaction. (E.g., complaints received from patients, physicians, medical reps, regulators, stockists, etc.)
6
Information in line with BRR Principle 9, Question 2/ 7 Information in line with BRR Principle 9, Question 3
8
Information in line with BRR Principle 2, Question 3 / 9 Information in line with BRR Principle 2, Question 4
Cipla’s Social Capital
At Cipla, our work is not just about making medicines, it is about making a difference. We care for patients
and communities, for partners and stakeholders, for people and their families. It is this commitment to caring
that has been driving us since 1935. We begin each day at Cipla focused on our commitment of 'Caring for
Life'.
Social Capital
CSR Policy
Selection and monitoring process
Our CSR policy is aligned to our vision of being a
In order to ensure robust execution and monitoring
socially responsible corporate citizen. In line with
of CSR projects we have invested considerable
Companies Act, 2013, our governance structure, CSR
amount of time in strengthening the Cipla
activities, and mechanism for executing, monitoring
Foundation team, and building strong governance
and reporting are encapsulated in the CSR policy.
processes.
Governance structure
We have developed and implemented an
Cipla has a Board constituted Corporate Social operations manual and an online project monitoring
Responsibility (CSR) Committee which identifies system. The Operations Manual details the
the thematic areas for CSR projects; standard operating procedures for partnership and
recommends expenditure to be incurred on project management, including due diligence, and
CSR activities; and devises a robust mechanism project approvals based on the background,
for implementing and monitoring the CSR experience and expertise of the CSR partner.
projects. The detailed charter of the CSR
The online project monitoring system helps in
Committee forms part of the Corporate
measuring and monitoring deliverables as agreed to
Governance section of this Annual Report.
by partner organisations. It is continuously being
Cipla’s CSR initiatives are mainly undertaken through upgraded to ensure effective utilisation of funds,
Cipla Foundation. These initiatives were put in monitoring and reporting. 11
place long before the CSR law came into effect.
CSR Spend (H in crs)
The Foundation works with credible institutions,
NGO’s, government agencies, individuals, 32.2012
visionaries, domain experts and other foundations 28.25
to further enhance the outreach of its CSR 20.48
initiatives.10 Ms Rumana Hamied, CEO of Cipla
Foundation, is a permanent invitee at the CSR
Committee meetings. She apprises and facilitates
the CSR committee in monitoring of the projects.
FY16 FY17 FY18
10
Information in line with BRR Principle 8, Question 2 / 11
Information in line with BRR Principle 8, Question 3 and Question 5
12
Information in line with BRR Principle 8, Question 4
CSR activities CPCs journey of 20 years.
Highlights of FY18:
4300+ 1000+
patients care givers
3000+
home visits
undertaken
13
Information in line with BRR Principle 8, Question 1
14
Information in line with BRR Principle 4, Question 2 and Question 3
Trainings Key Health Initiatives
The unique model of family care, in-patient facilities We also focus on promoting awareness and self-
and multi-disciplinary team makes CPC the sufficiency in healthcare through community
preferred site involvement, health education and medical assistance.
for several training programmes at state, national
and international levels. Doctors, nurses, social Doorstep health services
workers and volunteers interested in palliative care
have undergone the following courses offered by We bring primary healthcare services within the
CPC: reach of communities through mobile health vans at
Indore, Baddi and Patalganga. Free services include
End of Life Nursing Education Consortium (ELNEC) diagnostics, counselling, awareness and follow up
Nursing Assistant training services.
96000
Indian Association of Palliative Care (IAPC)
Certificate course in Palliative medicine and Palliative
nursing in collaboration with Indo-American Cancer community members covering 66 sites
Association and Pallium India, Trivandrum
Homecare
3300+
home visits undertaken Maternal health services15
Paediatric palliative care We are strengthening the primary healthcare services
focusing on improving maternal health outcomes in
We supported various organisations in enhancing their
seven municipal corporations in and around Mumbai.
paediatric services so that children can receive the
highest standard of treatment, care and support. We Reached out to
also support awareness programmes for caregivers
and children, and training and capacity building of
nursing staff and doctors.
97000+ 58000+
Support to
r people with cerebral palsy in Kolkata. This 20 bed facility also acts as a training We
and have created centre,
demonstration a ‘Centre of Influence
and provides fortraining for caregivers and p
practical
Developmental Disabilities’ to focus on designing,
implementing and disseminating training programmes
for parents, community workers, teachers and
professionals. We provided trainings to 1500+
participants.
15
Information in line with BRR Principle 4, Question 3
Hepatitis Cipla Foundation South Africa has partnered in
following initiatives
We partnered with a super speciality government
medical institute in New Delhi to train nurses and Miles for Smiles
primary care physicians in timely diagnoses of
treatment and management of viral hepatitis. We Miles for Smiles ignites hope, creates awareness
also extended equipment support to a specialised and raises funds for Operation Smile to facilitate
hospital providing subsidised treatment for patients corrective surgery on children born with cleft lip or
with liver diseases. We reached out to more than cleft palate. For these children, a relatively quick,
3500 patients under this initiative. simple operation results in a life-changing smile. We
strive to ensure that every child with a cleft lip or
Managing Thalassemia cleft palate has access to this level of surgical
care.
We partnered with credible organisations to support
patients suffering from Thalassemia.We supported 24
bone marrow transplants; provided financial support
to 130 patients; and provided infrastructure support to
a government institute reaching out to 740 patients at
Mumbai.
Owethu clinics
sciences.
Education – Providing a platform and opportunities
to students and teachers for creative learning.
Reached out to
12000
students from 85 schools in Patalganga, Goa, Indore,
Bangalore and Kurkumbh
Balvatika initiative16
Science education
s socially conscious legacy. Together with like-minded partners, we will strive to take forward Cipla’s credo of ‘Caring for Life’ to empower communities and
Making a difference to patients. Our inspiration for innovation.
Natural Capital
At Cipla, we understand that natural capital is intrinsically linked
to the well-being of the eco system in which we operate. Our
ethos is based on the idea that nature is a precious endowment to
humanity. We are committed to protecting and preserving the
environment, and follow the principle of doing more with less.
As a responsible corporate citizen, we
systematically evaluate our operational
efficiencies and believe that enhancing these will
further reduce our ecological footprint. To
benchmark the Company’s environmental 35% 6000+ GJ
management systems, Cipla has been progressively
of water was recycled of energy conserved
adopting international environmental protocols,
during the year
adhering to leading certifications and abiding to
applicable environmental legislations. 1
Governance Ownership
Functions
tion of the Cipla EHS policy along with the review of mitigation plan against critical EHS risks is carried out through a quarterly review process by the RMC (which
1
Information in line with BRR Principle 6 Question 2
2
Information in line with BRR Principle 6 Question 1
Natural Capital 7
The Environment Management System (EMS) at all period, air emissions and waste generation levels
the Company’s manufacturing sites in India were well within the permitted limits. 4 The
(excluding Sikkim II) are certified in accordance Company does not have any open show cause /
with ISO 14001. The unit, Sikkim II, being a new legal notices, and no penalties were levied from
formulation plant, has initiated its journey to obtain environmental regulators.5
certification. As required in Cipla’s EMS, the Our operations do not impact environmentally sensitive
Company regularly conducts risk assessments, zones, as all our manufacturing / R&D operations are
and its actions are initiated against all identified conducted in notified industrial areas.
material aspects. 3
Optimising consumption Minimising air emissions footprint while maximising operation footp
Judicious utilisation
Resource Conservation
We are committed to design, construct, operate and maintain all our facilities through judicious
consumption of all natural and man-made resources, including water and energy. Cipla’s Resource
Conservation Programme is guided by the following basic principles:
468 2761 GJ
GJ Goa
Bommasandra
1555 1537 GJ
GJ Kurkumbh
Patalganga
6
Information in line with BRR Principle 6 Question 2 / 7 Information in line with BRR Principle 6 Question 5
The solar installation details are shown in Figure 4.
Figure 4: Energy produced from Solar Installations
130 kWp
solar power 35 kWp 810 GJ
plant installed in solar power plant energy produced
Goa installed in Kurkumbh
The Company plans to enhance the renewable energy portfolio in FY19 by increasing solar and wind energy
generation and purchase at our sites. Cipla has signed a power purchase agreement to procure power
generated from solar energy for consumption at our sites.
Emission Reduction
Control of Air Pollution
Cipla recognises the need for decoupling
In the US facility and the Indore plant in India,
emissions and economic growth. In our clean fuel (natural gas) is used, thus eliminating
endeavour to align with India’s Intended Nationally the need for installation of air pollution control
Determined Contributions, we aim to minimise our devices
emission footprint. (APCDs). During the year, at Kurkumbh, the
Company commissioned a bio-briquette fired boiler,
GHG Emissions
offsetting environmental emissions due to
Cipla monitors Scope 1 and Scope 2 GHG uncontrolled burning of crop stubs. The site has
emissions (direct and indirect) generated by the installed efficient dust collectors to control
particulate matter emission from the boiler.
use of fuels and electricity respectively from the
manufacturing operations. The Company strives API plants are equipped with well-designed,
to minimise GHG emissions through initiatives engineered and operated scrubbing systems to
such as increasing the effectively treat acid gases and fumes generated
portfolio of renewable energy sourcing, better energy from the manufacturing processes. The indoor air
management and energy conservation initiatives. quality in the pharmaceutical powder handling area
Details of GHG emissions generated through Cipla’s is maintained using HEPA filters. The Volatile Organic
operations during the reporting year are shown in Compounds (VOCs) emissions are prevented through:
Figure 5.
Underground solvent storage tanks with nitrogen
Figure 5. GHG emissions generated blanketing and breather valves
Solvents with lower boiling points stored in cold
conditions in insulated tanks
Closed handling of liquid chemicals and solvents
Natural Capital 7
The Company ensures effective management of such as e-waste, battery waste and waste oil are
waste through responsible waste collection, storage sent to authorised re-cyclers/re-processors. Process
and disposal mechanisms. Waste solvents improvements have been implemented to minimise the
generated in the API manufacturing processes generation of hazardous waste from operations. 8
are recovered and partially reused, while the
remaining is sold to authorised recyclers in line Non-hazardous waste (scrap) such as metal,
with the hazardous waste authorisations. paper, fibre board, glass, wood and drums are
Formulation waste primarily consists of packaging sold to authorised/approved
waste and materials that are either rejected, and vendors/recyclers. Biodegradable waste such
shelf life expired products. These are either sent as food and gardening waste is sent for
for disposal to Treatment, Storage, and Disposal composting, and serves the dual purpose of
Facilities (TSDF) or subjected to thermal reducing waste as well as generating compost.
destruction in external incinerators. Other waste In FY18, 226 MT of waste was sent for
composting.
Bommasandra Kurkumbh
8
Information in line with BRR Principle 2 Question 5
Management Discussion and Analysis
Overview Figure 1: Global medicine spending (USD Bn)1
In the last 82 years since its inception, every day
Cipla has proudly lived up the promise of ‘Caring 1,445
for Life’. With patient centricity at the core, the
Company has expanded the portfolio offering to 1,135
include high quality branded and generic
medicines to patients in over 80 countries globally.
725
With the relentless efforts of teams spread across
the globe, the Company is successfully leveraging on
market opportunities and building up on its
strengths to create integrated value across 2007 2017 2022E
geographies; making a healthy difference to the
lives of people.
Generics pharmaceutical manufacturers are playing
an increasingly important role across the world in
Global pharmaceutical industry structure
driving access and affordability of drugs. Over the
and developments years, generic pharmaceutical players have helped
Access to affordable and diverse healthcare economies and patients save billions of dollars in
solutions, affordable price point, and technology- healthcare spending and have facilitated the world
enabled treatment mechanisms are driving the population become healthier.
spending growth across the globe. The global
The global regulatory framework has been evolving
medicine spending is expected to reach nearly USD
rapidly with interventions across multiple fronts.
1.5 trillion by 2022 1, representing 5% CAGR over
Pharmaceutical markets across the US, India and
the next five years. Increased spending in
other geographies are experiencing various new and
Oncology, Autoimmune and Diabetology
proposed regulatory interventions requiring
treatments is expected to drive a large part of the
pharmaceutical companies to innovate and reinvent
spending growth. These therapeutic areas are also
their business, operational, marketing and product
a key component of the Company’s growth story
development strategies. Companies across the globe
along with a global franchise of Respiratory and
are investing towards their portfolio offerings and
HIV drugs.
expanding their value chains with a focus on
1
IQVIA Institute - 2018 and Beyond: Outlook and Turning Points (March 2018)
expected to Issue framework
In next
for 5 years, 20 percent of New Active
NewSubstances
Specialty drug
(NAS)
Telehealth
toare
drive
expected
growth
engagement
toin branded
to witness
medicines
growthspending
as a patient engagement mechanism in
nsion of use of real- world
beevidence
from NextinGeneration
the regulatory
Biotherapeutics
process
Corporate Overview 02-77 Statutory Reports 78-166 Financial Statements 167-302
We continue to review and comply with these regulatory changes across the global through our agile business
model. The Company endeavours to stay ever relevant in the evolving & dynamic market situations
through meaningful engagement with the regulatory authorities across the globe and staying vigilant
about the regulatory trends.
H15,219 Cr H2,826 Cr
Balance sheet health: 6% Y-o-Y (GST Adjustment) 14.2% Y-o-Y
3 18.6% to Sales
Cipla continued its focus to improve the
PAT
balance
sheet health. In FY18, we invested H816 crore
on capital expenditure, over H300 crore lower
than last year. Healthy margin improvement and
H1,411 Cr
strong cash generation helped reduce Net Debt 40% Y-o-Y
to Equity ratio from 0.20 in March 2017 to 0.14 9.3% to Sales
in March 2018 and Net Debt to EBITDA ratio
from 1.07 in March 2017 to
0.72 in March 2018
*Without considering the impact of exceptional item
Total income from operations Earnings before Interest Tax Depreciation and
Amortisation (EBITDA)
Total income from operations for FY18 stood at H15,219
crore registering growth of 4% on reported basis EBITDA for FY18 was H2,826 crore, an increase of 14.2%
and 6% when adjusted for GST. This was driven by over the previous year. The EBITDA margin was
strong performance in India, South Africa, Sub- 18.6% for FY18. EBITDA margin expanded by 165 bps
Saharan Africa and API businesses. During the driven by top line growth, favourable product and
reporting year: geography mix and focus on cost optimisation in
procurement and manufacturing. A strong focus on
India business delivered growth of 11% [on a like- cost control through Project Eagle: Cipla’s initiative
to- like basis adjusted for GST classification] with to drive efficiency in procurement, operations and
both prescription and generic businesses supply chain, helped reduce operational costs
showcasing a strong momentum from the second thereby helping margin improvement.
quarter post GST implementation.
Employee expenses
South Africa business continued to deliver above
market performance with 14%1 reported growth in Employee expenses for FY18 stood at H2,690 crore, an
FY18 in local currency terms. increase of 2% over the previous year. The
The US business saw approval and launch of key increase is majorly attributable to yearly increments
differentiated products but recorded moderate and has been partly offset by efficiencies arising out
growth due to pricing pressure on the base of the Europe remodelling exercise.
business and certain supply disruptions.
Other expenses
Figure 4: Revenue from various markets The other expenses which include R&D, quality, sales
& marketing, regulatory, manufacturing and others
Revenue split (in J Crore)
stood at H4,264 crore and grew by ~1.4% This
marginal increase was driven by increase in sales
491(3%) and marketing costs to support increased sales
626 (4%) base which has majorly been offset by effective
cost control initiatives
623 (4%) 5,867(39%) R & D investments
Outlook
The Company successfully delivered on the financial The Company recognises the need to stay ahead of
and non-financial business priorities during FY18 the curve by focusing on key markets to drive
despite multiple challenges around volatile superior revenue growth and driving a culture of
regulatory environment, ever-evolving competitive cost consciousness. Strategic initiatives across the
landscape and continued pricing pressure across the Company’s businesses are targeted towards
globe. strengthening the global footprint and improving
overall margin profile.
Figure 5: Business imperatives for FY19
20+ ANDAs
at all our facilities
will remain a
Continuefiling bedrock of our
momentum for operations and a
US with over 20 non-negotiable
planned filings agenda
9 % 10 % 11 %
vs 6% vs 8% vs 10%
Partnerships
Cardiology, Diabetology and Oncology have been Cipla’s preferred partnering segments in the Indian
market. During the year, we leveraged our commercial strengths to build strategic partnerships with
global pharma companies and launched 5 in-licenced products. The Company keeps evaluating meaningful
partnership proposals for furthering the cause of providing focused patient care by bringing innovative
medicines in the Indian market.
1
IQVIA Institute - 2018 and Beyond: Outlook and Turning Points (March 2018)
2
IQVIA (IMS) MAT March 2018
Focused partnering segments for in-licencing Figure 6: India Branded – Therapy wise revenue breakup
Therapy Product
Cardiology
Launched Azmarda (Sacubitril Others
1
IQVIA – Medicine Use and Spending in the US A Review of 2017 and Outlook to 2022 / 2 AAM – Access Savings Report 2017
Company is focusing on developing a differentiated operating environment further, the Company has
product pipeline to mitigate some of these taken a conscious decision to drive a value
challenges and deliver future growth. conscious play in select product categories and
rationalise select low- margin SKUs to help build a
During FY18, North America contributed 17% to healthy margin profile and also release strategic
the Company’s revenues, a total of USD 412 million capacity within the manufacturing and supply chain
registering a growth of 5% over FY17. infrastructure. This capacity can help the Company
focus on de-risking key assets and ensure reliability of
Driving towards a ‘value play’ in the market:
supplies. Hence, recorded sales in FY19 may get
To mitigate the impact of the ongoing challenges in impacted marginally.
the US
Figure 8: Future growth plan South Africa, Sub-Saharan Africa and Cipla
Global Access (SAGA)
Pipeline Update: Under-Approval ANDAs
Split of 69 under - approval The pharmaceuticals market in Africa is expected
products [Cipla / Invagen ANDAs] to reach USD 45 billion1 by 2020, propelled by a
convergence of changing economic profiles, rapid
Therapy urbanisation, increased healthcare spending and
2 2
investment, and increasing incidences of chronic
lifestyle diseases. Africa continues to remain a key
Respiratory
component
13 Dermatology
of the Company’s global strategy with strong
26 Oncology presence across various markets including South
CNS Africa.
9 CVS
HIV
During the year, South Africa, Sub-Saharan Africa
14 and Cipla Global Access (SAGA) region contributed
Others
3 22% to the Company’s overall revenues, a total of
USD 522 million growing 6.3% on a Y-o-Y basis.
2 2 Dosage form
1
14
Opthalmic
Topical 10.7 %
Oral Solids
South Africa business grew ahead of the market at
Injectable 10.7% in the private market vs 8.4% market growth2
50 Inhalation
o ion from US
Market potential* v revenues
219
(Innovator Sales) er through
+17%
25 22 al continued
<$ 100 mn l 272
> $ 500 mn c
$ 100-500 mn o
nt
22 * Per product
ri
b
Going forward, the strategy is to significantly grow ut FY17 FY18
202 Others
South
320
Africa
Product Launch
Launch of Pregablin from the Teva portfolio
with a focus to continue on delivering similar
offerings to patient in the near future.
Partnerships
Agreement with Adcock Ingram to Cipla South Africa is an important partner to the
commercialise their comprehensive over the government, with the tender business contributing
counter portfolio in Uganda and expand 37% of the total revenue. While a large part of the
footprint in Sub-Saharan Africa tender business is driven by ARVs, other key
therapeutic areas include Respiratory and
New launches from Anmarate acquisition Oncology. Our BBBEE (Broad-Based Black
and a deal with iNova (Valeant) Economic Empowerment) score and local
manufacturing capabilities have given a
sustainable competitive advantage to the Company
and helped us deliver strong Y-o-Y momentum to
the business. Cipla South Africa has stepped up to
deliver higher than awarded quantities versus the
contract and hence established a position of a
reliable supplier with strong local manufacturing
capabilities. These locally manufactured ARV’s
contributed to the national economy and
demonstrated the ability of South Africans to strive
towards self-sufficiency.
1
IQVIA (IMS) MAT Nov 2017
2
Normalised for the Animal Health business divested during FY18
The Cipla brand continues to inspire trust among The plant supplies the Ugandan market and
consumers, pharmacies, prescribers and key opinion exports to East Africa, Cameroon and various markets
leaders in South Africa. in southern Africa.
Whilst delivering a long-term sustainable business, The Company is committed to expand the market
we recognise our duty to provide affordable reach in SAGA with continual advancement through
medicines. Cipla’s emphasis on access for patients private market expansion, strategic portfolio selection
was recognised globally for the pioneering role in Biosimilars, OTC and Specialty segments along
played in HIV/AIDS treatment as the first with institutional partnerships with MNCs. As a future
pharmaceutical Company to provide a triple growth area, Cipla will gain market access to critical
combination anti-retroviral (ARV) in Africa at less drugs in underpenetrated areas of Africa. The
than a dollar a day and thereby treating many Company plans to target first-to-market products
millions of patients since 2001. in the geography; at the same time it is also
looking at unlocking potential in Vaccines through
Cipla Global Access is a tender-based institutional global partnerships. For Cipla Global Access, the
business. It is dedicated to providing accessible Company’s strategy is to gain market share in a
and affordable early and essential treatment to profitable and sustainable manner through vertical
patients facing life-threatening diseases in integration of core APIs and through strategic
developing countries. CGA focuses on five therapy partnerships. Continuous engagement with major
areas: HIV/AIDS, Malaria, Multi Drug-Resistant stakeholders in planning of the molecules of the
Tuberculosis, Reproductive health and Oncology. future, also remains a priority.
During the year, the business saw a decline driven
largely by continued pricing pressure and Emerging markets
challenges in the funding environment.
Emerging markets and developing economies are
Sub-Saharan Africa expected to see an accelerated growth of 4.7%1 in
FY20 as oil and other commodity prices firm up
Cipla has a clear commitment to provide access to and the effects of the earlier commodity price
Africa and other LDCs (Least Developed Countries). collapse dissipates. Countries across the world are
As a step in this direction, way back in 2005, a joint now adjusting their healthcare policies as a result of
venture was established between Cipla and Quality the volatility in economic growth in these markets,
Chemicals Ltd (QCL) of Uganda, known as Cipla ultimately leading to an uptick in demand.
Quality Chemical Industries Limited (CiplaQCIL),
which is a state of the art pharmaceutical plant that Emerging markets for Cipla include all markets
manufactures the latest Anti- retroviral (ARVs), Anti- outside of India, North America, South Africa /
malarial (ACTs) and Hepatitis B medicines. Sub-Saharan Africa, Europe and includes North
Africa and Australia amongst others. Cipla has a
CiplaQCIL’s World Health Organisation (WHO) growing presence in 52 countries including 13
approved facility stands as a testament to the countries via direct-to-market model.
possibilities of pharmaceutical manufacturing in
Africa. This establishment is also in line with the Revenue from Emerging market for the Company
Pharmaceutical manufacturing Plan of Action for stood at USD 261 million (H1,683 crore), with an 11%
Africa, the East African Pharmaceutical contribution to the total revenue for FY18, registering
Manufacturing Plan of Action and the Millennium a growth of 7.5% over the previous year.
Development Goals and seeks to take advantage of
the flexibilities provided by the Agreement on
Trade-Related Aspects of Intellectual Property
Rights (TRIPS), for access to affordable, newer and
safer medicines for the poor.
1
World Bank – Global Economic Prospects – January 2018
improvement in operating margins over the previous
Key highlights for the year year.
Launched
the flagship respiratory product, Fluticasone
Propionate Salmeterol (FPSM) in Australia, the
first generic in the market reinforcing Cipla’s
developed market respiratory franchise; targeted
to increase Company’s market share in years to
come
Key filings
Europe
Respiratory
Franchisefranchise
Development
in the UK - Fluticasone Propionate Salmeterol (FPSM), Ipratropium
Europe witnessed a strong growth in brands like Dymista and Seroflo
Respiratory
Cipla Global
Respiratory
Drug - device combo
As a pioneer in the field of respiratory medicine in the few such independent Institutes in the world
India, Cipla connects with patients, providing more which collaborates with leading institutions around
than just medicines. As a company that cares, we the world for research purposes. In line with its
believe it is our responsibility to make relevant and objective, the Chest Research Foundation partnered
credible information available to the public to erase with Imperial College of London to investigate non-
the stigma around the illness and educate patients smoking COPD in a unique Indo-British venture.
about the benefits of inhalers in asthma
management. With this in mind, Cipla rose to the Over the last few years, Cipla has established itself
challenge last year and launched Berok Zindagi, a as a market leader in Respiratory and recognises
mass awareness campaign to educate patients, the responsibility that comes along. An array of
caregivers and the general population on the patient awareness, education and support
smartest ways to manage the illness. For more details programmes are run by the Company to create
on Berok Zindagi, refer to page 62 of the report. acceptance and usage by educating patients on
asthma, COPD, allergic rhinitis and other respiratory
The Company founded the Chest Research diseases. ‘Breathe Free’ initiative continues to gain
Foundation (CRF) in Pune, with twin objectives of force with more dedicated efforts being poured in to
promoting respiratory research and training in make lives easy for patients.
India. It is one of
Figure 13:
Breath free - Patient Engagement initiatives
Central Government has recognised chronic management. The focus is on enhancing the offerings
obstructive pulmonary disease (COPD) in its Non- for pulmonologists with streamlined efforts on profiling
Communicable Diseases (NCD) programme. The and segmentation and monitoring of patients.
Company is working with Central and State
governments for grass root mobilisation and has
submitted a proposal for developing training modules
to enhance understanding the disease and its
The Company is also building key account
management capabilities to focus on corporate
chains and medical colleges. Continuous
innovation in drugs and devices like
Synchrobreathe, Multihaler and partnership
with MNCs for new molecules will remain the
core for securing further market share.
1
IQVIA (IMS) MAT Nov‘17
T across four sites with dedicated facilities for high potent APIs, corticosteroids, polypeptides, hormones, and steroids. All facilities are cGMP compliant and ap
n EHS viewpoint, Cipla’s plants have zero liquid discharge waste water treatment facilities that include, ETP with Multi Effect Evaporators (MEE), Agitated Thin Fil
one pilot plants, two process safety screening labs and advanced technologies.
Business Highlights for API improvements and alternate vendor developments,
Figure 14: FY18 API performance ultimately benefitting the patients.
Global API Revenue (in USD Million) Cipla is keen to identify new opportunities in markets
such as Japan, China, the Commonwealth of
97 Independent States (CIS) countries and partner with
23% leading generic companies for their new products.
79 The Company plans to enhance its API R&D and
manufacturing capacities in therapeutic areas such
as Respiratory and Oncology and conduct backward
integration for manufacturing of KSMs and critical
API intermediates to gain a spot at the forefront.
Revenue
Cipla Health Limited (CHL)
FY17 FY18
CHL is the consumer health focused subsidiary of
Cipla, with a vision to offer simple and consumer-
Global API Revenue, By Region centric innovative solutions for everyday health
needs of families across India. Nearly a million
people in India die every year due to tobacco-
related diseases. Nicotex, the flagship brand, a
32% Europe leader in its category is strengthening its hold as a
45% life-changing solution to quit
North America seedings and lock-ins for achieving sustainable growth.
Emerging Markets In order to provide complex APIs at affordable prices,
23% the Company achieved cost optimisation through
process/yield
CipTec - Cipla’s initiative to create a Branded Stempeutics, a joint venture between Cipla and
Specialty business in the US, focused on meeting Manipal Group is a collaboration towards bringing
critical unmet medical needs in the areas of CNS cutting edge Stem Cell Science to discover
and Respiratory, through clinically useful transformative therapeutics that meet critical
improvements in known drugs. Some of the diseases medical needs.
within CNS include epilepsy and its rare sub-types,
musculoskeletal indications such as Spasticity,
Key highlights for the year
Parkinson’s disease and ALS. In Respiratory, the
to licence its Phase 2 completed Stempeucel programme on Osteoarthritis (OA). As part of this agreement, Alkem will conduct Phase 3 studies and will launch
The Company got the requisite approvals to initiate a 50 patient Phase 4 PMS for Burgers disease, based on the conditiona
CPN 101 was completed and is now preparing to conduct an additional PK study and a Phase 2 PD study during FY19
s headquarters in San Diego, California, a city that is an important biotech and life science innovation hub in the US
ing opportunities were evaluated across CNS and Respiratory, and continue to be in various stages of diligence
organisation and the first ever grade linked Internal control and its adequacy
promotion cycle was conducted in January 2018.
MiDNA, a newly launched performance Cipla has an adequate system of internal controls
management system covered over 25,000 commensurate with the nature of our business and
associates across the organisation. the size and complexity of our operations. The
Company has documented policies and procedures
In 2018, band aligned pay scales were developed covering all financial and operating functions. These
by Cipla India to benchmark the worth of the roles controls have been designed to provide a reasonable
in particular bands and market positioning of assurance over:
similar roles. Hence, the 3P rewards policy was put
Effectiveness and efficiency of operations
in place to reflect Positioning, Performance and
Proficiency (Role Maturity). Health, safety and Prevention and detection of frauds and errors
well-being of employees is of paramount Safeguarding assets from unauthorised use or
importance at Cipla and initiatives including
medical plan benefits, targeted health losses Compliance with applicable laws and
interventions, health screening, health coaching regulations
and awareness have been implemented during the
Accuracy and completeness of the accounting records
year. Employee training and development forms a
crucial part of human resource development Timely preparation of reliable financial information
agenda at Cipla and various interventions including
Key controls are routinely tested and corrective and
Cipla University, trainings on plant safety,
preventive actions are taken for any weakness. The
pharmacovigilance and POSH have been undertaken.
Company has an independent internal audit function
For more details on Cipla’s approach towards
supported by dedicated outsourced teams. The internal
Human Resources, refer to page 54 of the report. audit plan is approved by the Audit Committee at the
beginning of every year. Every quarter, the Audit
Threats, risks and concerns Committee of the Board is presented with key control
issues and the actions taken on issues highlighted in
Due to the inherent risks in the Company’s the previous reports. The Company continues efforts to
business activities, it is vital that the Company align all processes and controls with global best
effectively manage risks faced across the entire practices.
organisation through informed strategic and
business decisions so that it can continue to deliver Adherence to accounting standard
value to its varied stakeholders. During the reporting
period, the Company enhanced its risk The Company adopted standard accounting policies
management capabilities by establishing a formal under the Indian Accounting Standards (‘Ind AS’)
structure for ERM governance, engaging with since 1st April, 2016 as prescribed under section
senior management to garner a comprehensive 133 of the Companies Act, 2013, read with the
view of critical risks, defining priorities for risk relevant rules issued thereunder and other
management, and familiarising key employees of accounting principles generally accepted in India.
critical risks along with their risk mitigation Changes in policies, if any, are approved by the
responsibilities. Audit Committee.
Board’s Report
Dear Members,
The Board of Directors hereby submits its report on the performance of the Company along with the audited
Standalone as well as Consolidated financial statements for the year ended 31 st March, 2018.
The financial results and the results of operations, In line with the Dividend Policy of the Company, we
including major developments have been further recommend a final dividend of H3 per equity share
discussed in detail in the Management Discussion and
Analysis section.
Share Capital
During the year under review, the Company cancelled
the unsubscribed issued equity share capital of
10,03,395 equity shares of H2 each, aggregating to
H20,06,790. Upon cancellation, such unsubscribed
capital became a part of the unissued share capital of
the Company and is available for re-issue at a future
date. 6,09,090 equity shares were issued and allotted
under Employee Stock Option Schemes. The issued,
subscribed and paid up share capital of the Company
as on 31st March, 2018 stood at H 161,02,38,328
divided into 80,51,19,164 equity shares of H2 each.
Dividend
Board’s Report 9
(i.e. 150% of Face Value) for the FY18. The dividend, Making a difference to patients. Our inspiration for innovation.
if approved at the Annual General Meeting (AGM), will
be paid to those members whose names will appear
in the Register of Members on 14th August, 2018. The
total dividend pay-out will amount to approximately H
241.54 crore (excluding dividend distribution tax)
resulting in a pay-out of 16.45% of the Standalone
profit after tax of the Company.
Reserve
The Company has not transferred any amount to the
Reserve for the financial year ended 31st March, 2018.
Corporate Governance
Pursuant to the Listing Regulations, the Report on
Corporate Governance for the year under review, is
presented in a separate section, forming part of the
Annual Report.
Human Resources
Details of remuneration 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 is annexed as
Corporate Overview 02-77 Statutory Reports 78-166 Financial Statements 167-302
report. In terms of the provisions of the first proviso and compliance with the Code of Conduct is also
to section 136(1) of the Act, the Annual Report is provided in the Report on Corporate Governance, which
being sent to shareholders excluding the forms part of this Annual Report.
aforementioned information. The information will be
available on the Company’s website www.cipla.com
and is also available for inspection at the registered
office of the Company during working hours 21 days
before the Annual General Meeting. Any member
interested in obtaining such information may write to
the Company Secretary at the Registered Office of the
Company.
Vigil Mechanism
The Company believes in upholding professional
integrity and ethical behaviour in the conduct of its
business. To uphold and promote these standards, the
Company has formulated a Whistle-Blower Policy
which serves as a mechanism for its Directors and
employees to report genuine concerns about unethical
behaviour, actual or suspected fraud or violation of the
Code of Conduct without fear of reprisal. The vigil
mechanism consists of a dedicated email-id. Any
director or employee who becomes aware of an
unethical behaviour or fraud or violation of code shall
report to the Ethics Committee either through email or
by post. In case where directors or employees believe
that such issue cannot be resolved by Ethics
Committee or in exceptional cases, can be addressed
directly to the Chairman of Audit Committee. An Ethics
Committee consisting of the Global Chief People Officer
(GCPO), Global Chief Financial Officer (GCFO), General
Council (GC) and Chief Internal Auditor has been
constituted to look into and investigate on the whistle-
blower complaints. The complaints, reports and action
taken are presented to the Audit Committee on a
quarterly basis. The details of the Whistle-Blower
Policy are available on the Company’s website at
https://www. cipla.com/images/cipla_pdf/Whistle-
Blower.pdf
Board’s Report 97
Making a difference to patients. Our inspiration for innovation.
Contracts and Arrangements with Related globally accepted risk-based framework as issued by
Parties the Committee of Sponsoring Organizations (COSO) of
the Treadway Commission.
A detailed note on procedure adopted by the Company
in dealing with contracts and arrangements with
related parties is provided in the Report on Corporate
Governance, which forms part of this Annual Report.
Deposits
During FY18, the Company did not accept any deposit
within the meaning of sections 73 and 74 of the Act
read together with the Companies (Acceptance of
Deposits) Rules, 2014.
Board Evaluation
The evaluation of all the Directors including the
Chairman, the Executive Vice Chairperson and the
Managing Director and Global CEO, Board committee
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 the
Board evaluation as well as the outcome has been
provided in the Corporate Governance Report.
The Auditor’s Report for FY18 does not contain any Date: 22 nd May, 2018 Y. K. Hamied
qualification, reservation or adverse remark. Place: Mumbai Chairman
Annexure I
Annual Report on CSR Initiatives (Particulars required as per Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended from time to time)
priorities in Health and Skilling. Cipla has laid the Companies Act, 2013. Since then the Company
down a strong foundation to build and scale up has instituted a CSR policy duly approved by the
future long term projects and partnerships. A Board. In order to achieve its vision and fulfil its
considerable amount of time was spent by the commitment to be a socially responsible corporate citizen,
Company in strengthening the foundation’s the CSR policy was formulated with the following
team, planning and building strong governance objective:
processes and bandwidth to execute and monitor
the CSR projects.
c) Manner in which the amount spent during the financial year is detailed
below:
(Amount in H Crore)
S. CSR project or activity Sector in which the Projects or Total Amount spent Cumulative Amount spent:
No. identified Project is covered (As Programmes Amount in FY18 on the expenditure (1)Direct or
per Schedule VII of the (1) Local outlay projects or upto the (2) through
Companies Act, 2013, as area or other Programmes reporting implementing
amended) Sub heads: period FY18 agency
(2) State
and district (1) Direc
t
expenditure
on projects
or
Programmes
1 Cipla Palliative Care Promoting healthcare (2) Overh Cipla
And eads
1) 6.22
Training Centre including preventive 1. Warje, 21.40 21.40
2) 0.37 Foundation
healthcare Pune
2 Promoting Healthcare Promoting healthcare 2.Maharashtra
addressing issues around including sanitation and 1. Badd
affordability and accessibility eradicating malnutrition i, South Goa,
of quality healthcare Indore,
including palliative care and Kurkumbh,
sanitation Mumbai,
Patalganga,
(Healthcare services to the Vikhroli, Delhi,
community, Infrastructure East Sikkim, Pune Cipla Limited
support to hospitals, Medical 2.Himachal 31.56 1) 15.04 & Cipla
2) 0.92 29.74
support to Individuals, Pradesh, Foundation
Mobile Health care Goa,
services, Awareness for Madhya
Hepatitis, Construction of Pradesh,
Sanitation blocks, Maharashtra,
Developmental Delhi, Sikkim
Disabilities, Pain and
Palliative Care, Research
studies and education on
Public Health & Promoting
Promoting education
Healthcare including
including special education
Preventive Healthcare)
3 Promoting Education 1. B
including special Education addi,
Bangalore,
(Mobile Science Van, South
Education of underprivileged Goa,
1) 3.75 Cipla
children from troubled Indore,
background, Infrastructural Kurkumbh,
support to School, Meritorious Mumbai,
Patalganga,
Vikhroli, Rangpo,
Awards, Promoting Education, East Sikkim 7.44 7.15
2) 0.23 Foundation
Hole in the wall, Promoting 2.Himachal
Education in govt. schools, Pradesh,
Sponsorship to Economically Karnataka,
weaker Students, Goa,
Sponsorship to Students, E- Madhya
Learning & pre- school Pradesh,
education, Awareness Maharashtra,
programme for Road Safety Sikkim
Rules for local Taxi drivers) Promoting special
4 Training and education, and 1. Mumbai, Baddi
Skill employment enhancing 2.Maharashtra,
Enhancement Himachal
(Skill development vocation skills especially Pradesh 1) 1.19 Cipla
and entrepreneurship among children, women, 4.09 2) 0.07 3.82 Foundation
programmes) and the differently
abled and livelihood
enhancement projects
(Amount in H Crore)
S. CSR project or activity Sector in which the Projects or Total Amount spent Cumulative Amount spent:
No. identified Project is covered (As Programmes Amount in FY18 on the expenditure (1)Direct or
per Schedule VII of the (1) Local outlay projects or upto the (2) through
Companies Act, 2013, as area or other Programmes reporting implementing
amended) Sub heads: period FY18 agency
(2) Stat
e and (1) Direc
district t
expenditure
on projects
or
Programmes
5 Disaster Relief Promoting health,
(2) Overh
sanitation and eradicating 1. Mor eads Cipla
igaon,
Launglei,
1) 0.28
(Medical relief, Basic hunger and poverty Sitamarhi 0.29 0.29
2) 0.01 Foundation
assistance material, Medical 2.Assam,
camps, Child friendly spaces) Mizoram, Bihar
6 Others
i. Contribution to Cipla Promoting healthcare 1. Mumbai
Foundation towards including preventive
undertaking CSR activities healthcare
as per the focus areas Promoting education 2.Maharashtra
and programme areas including special education
listed in Schedule VII, Promoting special Cipla
Section 135 of
the Companies Act, 2013 education, and 4.00 1) 4.00
4.00 Foundation
Note: The above mentioned cumulative total includes only the above mentioned projects. There were additional
projects which are not included in the total. The grand total may not match because of the rounding off
numbers.
Responsibility Policy) Rules, 2014, as amended from
time to time, it is confirmed that the CSR Committee
has implemented and monitored the CSR initiatives
VI CSR Expenditure for the FY18
During the FY18, the Company spent H32.20 Crore
on various CSR initiatives, which is equivalent to
2.07% of its average net profit of the last three
financial years.
Chair
man CSR
Committee
We have examined the compliance of conditions of corporate governance by Cipla Limited (the ‘Company’)
for the year ended 31st March, 2018, as prescribed in Regulations 17 to 27, clauses (b) to (i) of sub-regulation
(2) of regulation 46 and paras C, D and E of Schedule V to Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).
We state that the compliance of conditions of Corporate Governance is the responsibility of the
management, and our examination was limited to procedures adopted and implementation thereof, by the
Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit
nor an expression of opinion on the financial statements of the Company.
In our opinion, and to the best of our information and according to the explanations given to us, we certify
that the Company has complied with the conditions of Corporate Governance as stipulated in the aforesaid
provisions of Listing Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Avinash Bagul
Place: Mumbai Partner
Date: 22nd May, 2018 FCS No.: 5578 /C P No.: 19862
Annexure III
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.
The information under section 134(3) (m) of the Companies Act, 2013 read with rule 8 (3) of the Companies
(Accounts) Rules, 2014 for the year ended 31st March, 2018 is given here below and forms part of the Board’s
Report.
At Goa
At Indore
At Kurkumbh
At Baddi
At Sikkim
B.TECHNOLOGY ABSORPTION
(I)The efforts made towards technology
absorption:
vi. Development of new drug delivery systems vi. Development of products for import
and new medical devices for Respiratory, substitution.
Nasal, Vaginal rings, depot injections,
drug-device combinations, Transdermal vii. Maximum utilisation of indigenous raw
dosage forms. materials.
vii. Development of new innovative technology (III) The details of Imported Technology
for the manufacture of existing APIs and (imported during the last three years
their intermediates. reckoned from the beginning of the
financial year) – No expenditure have been
viii.Development of agro technology, genetics incurred on import of new technology during the
and biotechnology for cultivation of financial years 2015-16, 2016-17 and 2017-18.
medicinal plants and isolation of active
ingredients from plant materials. (IV) The expenditure incurred on Research
& Development (Standalone):
ix. Development of methods to improve safety
procedures, effluent control, pollution control, H in Crore
etc. a. Capital 63.28
b. Recurring 916.94
x. Development of products related to the
Total 980.22
indigenous system of medicines.
xi. Incorporation of software based simulations The total R&D expenditure as a percentage of
to reduce experimental work (for example: total turnover is around 8.10%.
CFD, Gastroplus, PKPB modeling etc).
(II) The benefits derived like product C. Foreign Exchange Earnings and Outgo
improvement, cost reduction, product The Exports Sales were H4988.27 Crore for FY18.
development or import substitution: The Company earned H47.89 Crore towards
technical know-how & licensing fees and
i. Successful commercial scale up of several
H132.93 Crore for other services.
new APIs and formulations, including
complex generics, differentiated products During the year, the foreign exchange outgo
and drug device combination products. was H 2103.33 Crore and earnings in foreign
exchange were H 5169.09 Crore.
ii. Development of new drug delivery systems
and devices to improve patient benefit.
On behalf of the Board,
iii. Improved processes and enhanced
productivity in both APIs and formulations.
Date : 22nd May, 2018 Y. K. Hamied
Place : Mumbai Chairman
Annexure IV
Details pertaining to remuneration as 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
i. The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2017-18 and the percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year 2017-18:
ii. The percentage increase in the median remuneration of employees in the financial year: 3.41%
iii. Number of permanent employees on the rolls of the Company as on 31st March, 2018: 23610.
iv. The average annual increase excluding the managerial personnel in the financial year 2017-18 was 4.68%.
The increase in the average managerial remuneration for the financial year 2017-18 was 6.34%
excluding ESOP exercised value.(10)
v. It is affirmed that the remuneration is as per the Nomination, Remuneration and Board Diversity
Policy of the Company.
Notes:
(1) There has been no change in the criteria for payment of remuneration to independent directors. The variation reflected in the column “%
increase in remuneration in FY18” is either due to the tenure of directorship, change in the committee composition or payment of sitting fees
for attendance at meetings.
(2) Mr S. Radhakrishnan completed his term as a whole-time director on 11th November, 2017 and continues as a non-executive
director of the Company w.e.f 12 th November, 2017. The % increase in the remuneration in FY18 includes perquisite value of stock options
exercised during the financial year. Had the perquisite value of stock options (which were granted in earlier years but exercised during
FY18) not been considered, the % increase in the remuneration in FY18 would have been (18.23%).
(3) Mr Umang Vohra was appointed as Global Chief Financial and Strategy Officer w.e.f. 1st October, 2015. He was elevated to the
position of Managing Director and Global Chief Executive Officer w.e.f. 1st September, 2016 after serving as Global Chief Operating
Officer for a brief period in the interim. At the time of elevation as Managing Director and Global Chief Executive Officer, his
remuneration was revised. Since the revision in remuneration was due to change in his roles and responsibilities, the % increase in
his remuneration was not comparable in FY17. Had the actual remuneration paid in FY17 as Managing Director been compared to the
actual remuneration for full year in FY18, the
% increase in remuneration would have been 66.36%. However, if the actual remuneration paid in FY17 as Managing Director had been
annualised for the whole year, the % increase in remuneration would have been 6.73%.
(4) The % increase in remuneration in negative since Mr Ashok Sinha ceased to be member of Nomination and Remuneration
Committee since 11th August, 2017.
(5) The % increase in remuneration in negative since Mr Adil Zainulbhai ceased to be Chairman of Nomination and Remuneration Committee
and continued as member since 11th August, 2017.
(6) The % increase in remuneration is negative mainly due to lower number of board / committee meetings attended in FY18 vis-à-vis FY17.
(7) Ms Ireena Vittal was appointed as Director w.e.f. 1st December, 2016 and received remuneration only for part of the year in FY17. The % increase
in remuneration is appearing high because the remuneration amount for FY18 is for full year vis-à-vis FY17.
(8) Mr Peter Lankau was appointed as Director w.e.f. 10th January, 2017 and received remuneration only for part of the year in FY17. The % increase
in remuneration is appearing high because the remuneration amount for FY18 is for full year vis-à-vis FY17.
(9) Mr Rajendra Chopra was appointed as Company Secretary w.e.f. 9th February, 2017 and received remuneration only for part of the
year in FY17. The % increase in remuneration is appearing high because the remuneration amount for FY18 is for full year
vis-à-vis FY17. The remuneration for FY18 also includes tranches of joining bonus paid in July, 2017 and August, 2017.
(10) The % increase in the average managerial remuneration for FY18 does not include perquisite value of stock options exercised during the
financial year. Had the perquisite value of stock options (which were granted in earlier years but exercised during FY18) been considered,
the
% increase in the average managerial remuneration for FY18 would have been 47%.
Annexure V
Extract of Annual
Return FORM NO. MGT-9
as on the financial year ended 31st March, 2018
[Pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
**Effective stake of Cipla Limited in Cipla Quality Chemical Industries Limited, Uganda is 62.30%.
***Address changed to Parc du capp, Building 9, Mispel street, Bell ville 7530 w.e.f. 21 st June, 2018.
IV. Share Holding Pattern
(Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of No. of Shares held at the beginning of the No. of Shares held at the end of the % Change
Shareholders year (As on 1st April, 2017) year (As on 31st March, during
2018)
Demat Physical Total % of Demat Physical Total % of the year
Total Total
Shares Shares
A. Promoters
1) Indian
a) Individual / HUF 111781000 - 111781000 13.89 111781000 - 111781000 13.88 (0.01)
b) Central Govt. - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 6022409 - 6022409 0.75 6022409 - 6022409 0.75 -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-total (A) (1) 117803409 - 117803409 14.64 117803409 - 117803409 14.63 (0.01)
2) Foreign -
a) NRIs – Individuals 177682187 - 177682187 22.09 177682187 - 177682187 22.07 (0.02)
b) Other – Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub-total (A) (2) 177682187 - 177682187 22.09 177682187 - 177682187 22.07 (0.02)
Total shareholding
of Promoter
(A) = (A)(1) + (A) (2) 295485596 - 295485596 36.73 295485596 - 295485596 36.70 (0.03)
B. Public
Shareholding
1) Institutions
a) Mutual Funds / UTI 74524183 - 74524183 9.26 80006755 - 80006755 9.94 0.68
b) Banks / FI 2680710 7225 2687935 0.33 2179218 4100 2183318 0.27 (0.06)
c) Central Govt. - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital
Funds - - - - - - - - -
f) Insurance
Companies 47725595 - 47725595 5.93 28099837 - 28099837 3.49 (2.44)
g) Foreign
Institutional Investors 17112464 - 17112464 2.13 2438302 - 2438302 0.30 (1.83)
h) Foreign Venture
Capital Funds - - - - - - - - -
i) Others (specify)
•Foreign Portfolio
Investors 142172115 - 142172115 17.67 189529677 - 189529677 23.54 5.87
• Alternate
Investment Funds - - - - 308639 - 308639 0.04 0.04
Sub-total (B)(1) 284215067 7225 284222292 35.33 302562428 4100 302566528 37.58 2.25
2) Non-Institutions
a) Bodies Corp.
i) Indian 29342718 246812 29589530 3.68 23681991 244062 23926053 2.97 (0.71)
ii) Overseas 414191 - 414191 0.05 32525 - 32525 0.00 (0.05)
Category of No. of Shares held at the beginning of the No. of Shares held at the end of the % Change
Shareholders year (As on 1st April, 2017) year (As on 31st March, during
2018)
Demat Physical Total % of Demat Physical Total % of the year
Total Total
Shares Shares
b) Individuals
i) Individual
shareholders holding
nominal share
capital upto H 1 lakh 52780745 3903071 56683816 7.04 48153224 2901889 51055113 6.34 (0.70)
ii) Individual
shareholders holding
nominal share
capital in excess of
H 1 lakh 57299789 30469724 87769513 10.92 60367781 21598799 81966580 10.18 (0.74)
c) Others (specify)
i) Qualified Foreign
Investor - - - - - - - - -
ii) Trusts 4170579 - 4170579 0.52 5471194 - 5471194 0.68 0.16
iii) Non Resident
Indians / Foreign
Nationals 27991076 397575 28388651 3.53 27763891 397575 28161466 3.50 (0.03)
iv) Clearing Members 1651285 - 1651285 0.21 1609875 - 1609875 0.20 (0.01)
v) Overseas
Corporate Bodies 375 - 375 0.00 375 - 375 0.00 -
vi) NBFCs Registered
with RBI 56901 - 56901 0.01 54234 - 54234 0.01 -
vii) Investor
Education and
Protection Fund
Authority Ministry of
Corporate Affairs - - - - 3793129 - 3793129 0.47 0.47
Sub-total (B) (2) 173707659 35017182 208724841 25.94 170928219 25142325 196070544 24.35 (1.59)
Total Public
Shareholding
(B)=(B)(1) + (B) (2) 457922726 35024407 492947133 61.27 473490647 25146425 498637072 61.93 0.66
C. Shares held by
Custodian for GDRs
& ADRs 16077345 - 16077345 2.00 10996496 - 10996496 1.37 (0.63)
Grand Total (A+B+C) 769485667 35024407 804510074 100.00 779972739 25146425 805119164 100.00 -
ii) Shareholding of Promoter and Promoter Group
Sr.
No. Shareholder’s Name Shareholding at the beginning of the Shareholding at the end of the % change in
year year (As on 31 st March, shareholding
(As on 1st April, 2017) 2018)
No. of Shares % of total % of No. of % of total % of Shares during the
Shares Shares Shares Shares Pledged / year
of the Pledged / of the encumbered
Company encumbered Company to total
to total shares
shares
1) Dr Y. K. Hamied 166742687 20.73 - 166742687 20.71 - (0.02)*
2) M. K. Hamied 39690000 4.93 - 31640000 3.93 - (1.00)
3) Farida Hamied 0 0 - 0 0 - -
4) Sophie Ahmed 45982000 5.72 - 45982000 5.71 - (0.01)*
5) Shirin Hamied 6363000 0.79 - 6363000 0.79 - (0.00)*
6) Kamil Hamied 10939500 1.36 - 10939500 1.36 - (0.00)*
7) Samina Vaziralli 9859500 1.23 - 17909500 2.22 - 0.99
8) Rumana Hamied 9886500 1.23 - 9886500 1.23 - (0.00)*
9) MN Rajkumar Garments LLP 2601852 0.32 - 2601852 0.32 - (0.00)*
10) Shree Riddhi Chemicals LLP 2434970 0.30 - 2434970 0.30 - (0.00)*
11) Alps Remedies Pvt. Ltd. 492985 0.06 - 492985 0.06 - (0.00)*
12) Hamsons Laboratories LLP 492602 0.06 - 492602 0.06 - (0.00)*
13) Neo Research Labs Pvt. Ltd. 0 0 - 0 0 - -
Total 295485596 36.73 - 295485596 36.70 (0.03)*
* The change in percentage of shareholding is due to increase in the overall paid-up share capital of the Company.
# Ceased to be in the list of Top 10 shareholders as on 31st March, 2018. The same is reflected above since the shareholder was one of
the Top 10 shareholders as on 1st April, 2017.
* Not in the list of Top 10 shareholders as on 1st April, 2017. The same has been reflected above since the shareholder was one of the Top 10
shareholders as on 31st March, 2018.
Note: The above information is based on the weekly beneficiary position received from the depositories.
v) Shareholding of Directors and Key Managerial Personnel
Sr. Name Shareholding Date Increase / Reason Cumulative
No. (Decrease) Shareholding during
the year (1st April,
2017 to 31st March,
2018)
No. of % of total No. of % of total
shares at the shares shares shares
beginning of the of the
(1st April, Company Company
2017) / end of
the year (31st
March, 2018)
1) Dr Y. K. Hamied 166742687 20.73 01/04/2017 - - 166742687 20.73
166742687 20.71* 31/03/2018 - - 166742687 20.71*
2) Mr M. K. 39690000 4.93 01/04/2017 - - 39690000 4.93
Hamied Inter-se
transfer
between
immediate
relatives
by way of
- - 07/06/2017 (8050000) gift 31640000 3.93
31640000 3.93 31/03/2018 - - 31640000 3.93
3) Ms Samina 9859500 1.23 01/04/2017 - - 9859500 1.23
Vaziralli Inter-se
transfer
between
immediate
relatives
by way of
- - 07/06/2017 8050000 gift 17909500 2.22
17909500 2.22 31/03/2018 - - 17909500 2.22
4) Mr S. 38125 0.00 01/04/2017 - - 38125 0.00
Radhakrishnan# Allotment
pursuant
to ESOS
- - 16/02/2018 49000 2013-A 87125 0.01
87125 0.01 31/03/2018 - - 87125 0.01
5) Mr Umang 23761 0.00 01/04/2017 - - 23761 0.00
Vohra Allotment
pursuant
to ESOS
13/11/2017 113645 2013-A 137406 0.02
137406 0.02 31/03/2018 - - 137406 0.02
* the change in percentage of shareholding is due to increase in the overall paid-up share capital of the Company. There is no change
in the shareholding.
Gross salary
1) a) Salary as per provisions contained in section 17(1) of 3.45 6.01 1.18 10.64
the Income-tax Act, 1961
b) Value of perquisites u/s 17(2) of the Income-tax Act, 0.02 0.00& 0.01 0.03
1961
c) Profits in lieu of salary u/s 17(3) of the Income-tax Act, - - - -
1961
2) Stock Option - 7.10$ 2.80$ 9.90
3) Sweat Equity - - - -
4) Commission as % of profit 2.00 - - 2.00
5) -Employer contribution to provident fund and other funds 0.22 0.24 0.09 0.55
-Variable Bonus - 5.50 - 5.50
Total (A) 5.69 18.85 4.08 28.62
Ceiling as per the Companies Act, 2013 (“the Act”) (being 10% of the net profit of the Company calculated as 191.83
per section 198 of the Act)
* Since Mr S. Radhakrishnan was the Whole-time Director of the Company for the period upto 11th November, 2017, the above remuneration is
for the period 1st April, 2017 to 11th November, 2017. He was re-designated as Non-Executive Director w.e.f. 12th November, 2017.
&
Since the value of perquisite is only H 28,800, the amount has been shown as H 0.00 crore.
$
Value of perquisites u/s 17(2) of the Income-tax Act, 1961 does not include perquisite value of stock options exercised during the year.
The same has been shown separately in point no. (2).
ii) Remuneration to other directors
H in Crore
Sr. Name of the Fee for attending board / Commission Others Total Amount
Director No. committee meeting
1) Independent Directors
Mr Ashok Sinha 0.07 0.40 - 0.47
Dr Peter Mugyenyi 0.03 0.40 - 0.43
Mr Adil Zainulbhai 0.04 0.32 - 0.36
Ms Punita Lal 0.06 0.34 - 0.40
Ms Naina Lal Kidwai 0.05 0.35 - 0.40
Ms Ireena Vittal 0.05 0.36 - 0.41
Mr Peter Lankau 0.04 0.40 - 0.44
Total (1) 0.34 2.57 - 2.91
2) Other Non-Executive Directors
Dr Y. K. Hamied 0.03 2.00 - 2.03
Mr M. K. Hamied 0.10 2.00 - 2.10
Mr S. Radhakrishnan (1) 0.05 2.00 - 2.05
Total (2) 0.18 6.00 - 6.18
Total (B) = (1+2) 0.52 8.57 - 9.09
Ceiling as per the Act (being 1% of the net profits of the Company calculated as per section 198 of the Act) 19.18
Total Managerial Remuneration (A+B) 37.71
Overall Ceiling as per the Act (being 11% of Net Profits of the Company calculated as per section 198 of the Act) 211.01
Notes:
(1)
Re-designated as Non-Executive Director w.e.f. 12th November, 2017.
H in Crore
Sr. Particulars of Remuneration Key Managerial Personnel Total
No. Amount
Mr Kedar Upadhye Mr Rajendra Chopra
(Global Chief (Company Secretary)
Financial Officer)
Gross salary
1) a) Salary as per provisions contained in section 17(1) of the Income-tax 1.60 1.25 2.85
Act, 1961
b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 0.00& 0.00&& 0.00
c) Profits in lieu of salary u/s 17(3) of the Income-tax Act, 1961 - - -
2) Stock Option - - -
3) Sweat Equity - - -
4) Commission - - -
5) Others (B)
-Employer contribution to provident fund and other funds 0.05 0.05 0.10
-Variable Bonus 0.86 0.38 1.24
Total (A+B) 2.51 1.68 4.19
&
Since the value of perquisite is only H 28,800, the amount has been shown as H 0.00 crore.
&&
Since the value of perquisite is only H 21,288, the amount has been shown as H 0.00 crore.
VII. Penalties / Punishment / Compounding of Offences (under the Companies Act, 2013):
None
Note: This report is to be read with our letter of even date which is annexed as Appendix A and forms an integral part of this report
Appendix A to the Secretarial Audit Report for the financial year ended 31st March,
2018
To,
verification was done on test check basis to
The Members
ensure that correct facts are reflected in
Cipla Limited
secretarial and other records produced to us.
Our Secretarial Audit Report of even date is to be We believe that the processes and practices we
read along with this letter. followed, provides a reasonable basis for our
opinion for the purpose of issue of the
1. The compliance of provisions of all laws, rules, Secretarial Audit Report.
regulations, standards applicable to Cipla
Limited (the ‘Company’) is the responsibility of 4. We have not verified the correctness and
the management of the Company. Our appropriateness of financial records and books
examination was limited to the verification of of accounts of the Company.
records and procedures on test check basis for
5. Wherever required, we have obtained the
the purpose of issue of the Secretarial Audit
management representation about the
Report.
compliance of laws, rules and regulations and
2. Maintenance of secretarial and other records major events during the audit period.
of applicable laws is the responsibility of the
6. The Secretarial Audit Report is neither an
management of the Company. Our responsibility
assurance as to the future viability of the
is to issue Secretarial Audit Report, based on the
Company nor of the efficacy or effectiveness with
audit of the relevant records maintained and
which the management has conducted the
furnished to us by the Company, along with
affairs of the Company.
explanations where so required.
3. We have followed the audit practices and For BNP & Associates
processes as were appropriate to obtain Company Secretaries
reasonable assurance about the correctness of [Firm Regn. No. P2014MH037400]
the contents of the secretarial and other legal
records, legal compliance mechanism and Avinash Bagul
corporate conduct. The Date: 22nd May, 2018 Partner
Place: Mumbai FCS 5578 / CP No.19862
Business Responsibility Report
Social responsibility and community care are at the options; promoting sustainable livelihoods; and
heart of Cipla. As the Company strongly believes in enhance the quality of life for the marginalised
the philosophy of ‘Caring for Life’, every action it population.
takes is driven towards realising this ideology.
Cipla with its global presence is spreading care This report illustrates Cipla’s efforts towards
across communities in its vicinity and beyond. The creating enduring value for all its stakeholders in a
Company intertwines care for the environment, responsible manner. The Business Responsibility
social responsibilities (health, education skill Report (BRR) covers Cipla’s India operations and is
advancement and disaster response) and aligned with National Voluntary Guidelines (NVGs)
governance aspects with its core philosophy of on Social, Environmental and Economic
Caring for Life. Responsibilities of Business released by Ministry of
Corporate Affairs, and is in accordance with clause
As a responsible corporate citizen, Cipla is focused (f) of sub regulation (2) of regulation 34 of
on reaching more people with affordable healthcare Securities and Exchange Board of India’s (SEBI)
Listing Regulations.
Cipla’s business performance and impacts are disclosed based on the nine principles as
mentioned in NVGs
Question 2:
How many stakeholder complaints have been
received in the past financial year and what
percentage was satisfactorily resolved by the
Question 1:
Question 2:
(a) If yes, what percentage of your inputs was Please indicate the Number of permanent women
sourced sustainably? Also, provide details employees.
thereof, in about 50 words or so.
Reference point Page 55 of Human Capital
Reference point Page 65 of Social and Relationship Capital
Question 4:
Cipla has a well-defined and documented procedure for
vendor approval. The Company procures all raw materials Please indicate the Number of permanent
only from approved domestic and overseas vendors. Cipla’s employees with disabilities
procurement team along with its Vendor Quality
Management Team conduct vendor audits. The audits serve Reference point Page 55 of Human Capital
to provide relevant quality checks; and statutory documents
Question 5:
are arranged and recorded for the vendor approval
procedure. Do you have an employee association that is
Question 4: recognized by management?
Question 1: Question 1:
Has the Company mapped its internal and external Does the policy related to Principle 6 cover only the
stakeholders? Yes/No Company or extends to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/others.
Reference point Page 35 of Stakeholder Engagement
Reference point Page 72 of Natural Capital
Question 2:
Cipla’s EHS Policy document applies to all operations of
Out of the above, has the Company identified the Cipla Limited, globally. Group companies, subsidiaries and
disadvantaged, vulnerable & marginalized stakeholders? joint ventures may either directly adopt it or develop their
own policies aligned to the policy
Reference point Page 67 of Social and Relationship Capital
Question 2:
Question 3:
Does the Company have strategies/ initiatives to
Are there any special initiatives taken by the
address global environmental issues such as
Company to engage with the disadvantaged,
climate change, global warming, etc? Y/N. If yes,
vulnerable and marginalized stakeholders? If so,
please give hyperlink for webpage etc.
provide details thereof, in about 50 words or so.
Reference point Page 72, 74 of Natural Capital
Reference point Page 67 of Social and Relationship Capital
Question 3:
PRINCIPLE Does the Company identify and assess potential
5 environmental risks? Y/N
Human Rights
Reference point Page 73 of Natural Capital
Question 1:
Question 4:
Does the policy of the Company on human rights
cover only the Company or extend to the Does the Company have any project related to
Group/Joint Clean Development Mechanism? If so, provide details
Ventures/Suppliers/Contractors/NGOs/Others? thereof, in about 50 words or so. Also, if Yes,
whether any environmental compliance report is
Reference point Page 60 of Human Capital Page
filed?
153 of Corporate Governance Report
Cipla currently does not undertake any project in line with
Question 2:
the Clean Development Mechanism
How many stakeholder complaints have been
Question 5:
received in the past financial year and what
percent was satisfactorily resolved by the Has the Company undertaken any other initiatives on
management? – clean technology, energy efficiency, renewable
energy, etc? Y/N. If yes, please give hyperlink for
Reference point Page 60 of Human Capital web page etc.
Question 6:
Are the Emissions/Waste generated by the
Company within the permissible limits given by
CPCB/SPCB for the financial year being reported?
Reference point Page 73 of Natural Capital
Question 7:
Question 4:
Number of show cause/ legal notices received from
What is your Company’s direct contribution to
CPCB/SPCB which are pending (i.e. not resolved to
community development projects? Amount in H and
satisfaction) as on end of Financial Year.
the details of the projects undertaken.
Reference point Page 73 of Natural Capital
Reference point Page 66 of Social and Relationship Capital
PRINCIPLE Question 5:
7
Policy Advocacy Have you taken steps to ensure that this community
development initiative is successfully adopted by the
Question 1: community? Please explain in 50 words, or so.
Is your Company a member of any trade and Reference point Page 66 of Social and Relationship Capital
chamber or association? Name of them
Creating Value
Transparency
Fairness
Accountability
Empowerment
Sustainability
Governance Structure
With a strong governance philosophy, we have
Corporate Overview 02-77 Statutory Reports 78-166 Financial Statements 167-302
Board of Directors: The shareholders appoint the taken at the Board level. As the MD & GCEO of the
Board of Directors (the Board) for strategic Company, his priorities include articulating Cipla’s
supervision and governance of the Company. The long-term strategy based on organic & inorganic
Board exercises independent judgement in initiatives, define innovation agenda
overseeing management performance on behalf of
the shareholders and other stakeholders, and
hence, plays a vital role in the oversight of the
Company’s management. The Board ensures
highest standards of Corporate Governance and
transparency in the Company’s functioning.
l. Formation/re-constitution of Committees;
Independent Directors
Remuneration to Directors
(2)
Exclusive of provision for leave encashment and contribution to the approved Group Gratuity Fund, which are actuarially determined
on an overall basis.
(3)
Includes perquisite value of stock options exercised during the year.
(4)
Mr S. Radhakrishnan completed his term as a whole-time director on 11th November, 2017 and w.e.f 12th November, 2017, he
continues as a Non-Executive Director of the Company. On the recommendation of the NRC, the Board approved payment of H 2
crore per annum to Mr S. Radhakrishnan towards commission for the following services as Non-Executive Director of the Company for
three years from FY18 onwards:
a) To serve as a member of various Board Committees and Management Committees as may be requested by the Board or the
management from time to time. Presently, Mr S. Radhakrishnan is a member of the following committees (i) Audit Committee
(ii) Corporate Social Responsibility Committee (iii) Stakeholders Relationship Committee (iv) Investment and Risk Management
Committee; and (v) Operations and Administrative Committee.
b) To represent Cipla and serve on the board and board committees of various Indian and overseas subsidiary companies and joint
ventures as may be nominated by the Company from time to time.
c) To engage with the management and provide insight on various day to day matters including historical aspects, including(i)
All legal matters including DPCO, FDA, SEZ etc. (ii) Various matters relating to Internal Controls and Internal Audit including
the internal audit scope and effectiveness (iii) Non-routine Corporate Law, Securities Law and taxation matters (iv) Domestic
as well as International restructuring, merger and acquisition (v) Various long-term and short-term fund-raising programme (vi)
Identification, evaluation and monitoring of various CSR Projects.
(5)
USD equivalent to H amount paid to the Directors.
Board Committees
The Board Committees are set up by the Board and
are governed by its terms of reference which
exhibit the scope, composition, tenure, functioning
and reporting parameters. The Committees operate
under the direct supervision of the Board, and
Chairpersons of the respective committees report to
the Board about the deliberations and decisions
taken by the Committees. Currently, the Board has
six committees: Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Investment and Risk Management
Committee, Corporate Social Responsibility Committee
and Operations and Administrative Committee.
Audit Committee
Composition of the Audit Committee
(1) Approval or any subsequent modification of (8) Delegate any of the terms mentioned
transactions with related parties; hereinabove to any officer / employee of the
Company or to any other person.
(2) To review statement of significant related party
transactions (as defined by audit committee),
submitted by management.
I. Constitution
II. Charter
1
Information in line with BRR Principle 1, Question 1
division and others. In this regard following
/development plans, cultural transformation
shall be taken into consideration by the
initiatives, annual increment approach including
committee:
variable pay, results of employee survey, etc.
(i) the number and the price of ESOS shall
(D) Miscellaneous
be adjusted in a manner such that total
value of the ESOS remains the same (1) Discharge such duties and functions as
after the corporate action. indicated in the Securities and Exchange Board
(ii) for this purpose global best practices in of India (Listing Obligations and Disclosure
this area including the procedures Requirements) Regulations, 2015, the Companies
followed by the derivative markets in Act, 2013 and the rules made thereunder from
India and abroad shall be considered. time to time.
(iii) the vesting period and the life of the (2) Delegate any of the terms mentioned
options shall be left unaltered as far as hereinabove to any officer / employee of the
possible to protect the rights of the Company or to any other person.
option holders.
Meetings of Nomination and Remuneration
(h) The procedure for cashless exercise of Committee
options;
Four meetings of the Committee were held during
(i) The grant, vest and exercise of option in the financial year i.e. on 26th April, 2017, 25th May,
case of employees who are on long leave; 2017, 6th November, 2017 and 6th February, 2018.
The composition and attendance of members at
(j) ) Approving forms, writings and/or
agreements for use in pursuance of the the Committee meetings is given below:
ESOS; and
Number of
(k) Taking all necessary actions and give all meetings attended
such directions as may be necessary or
desirable and also to settle any question or
difficulty or
doubts that may arise with regards to ESOS. Name Category
(total held during
(B) Nomination related tenure)
Independent
(1) Review and recommend the structure, size and Ms Punita Lal(1) Director 4 (4)
composition (including the skills, knowledge, (Chairperson)
experience and diversity) of the Board.
Mr Adil Independent
3 (4)
(2) Identify persons who are qualified to become Zainulbhai(2) Director
Directors and, who may be appointed in Senior Non-
Management in accordance with the criteria Executive/
Mr M. K.
laid down and recommend to the Board for Non- 4 (4)
Hamied
their appointment and removal. Independent
Director
(3) Formulate policy on Board diversity, criteria Ms Ireena Independent
for performance evaluation of directors, Board 3 (4)
Vittal Director
and Board Committees and for determining Mr Ashok Independent
qualifications, positive attributes and 2 (2)
Sinha (3) Director
independence of directors.
(1) Recommend to the Board a policy relating to (3) Review key human resource related matters
remuneration for the directors, key managerial including organisation structure, top 100 talent
personnel and other employees. succession planning, employee attrition / retention
II. Charter
The role of the Stakeholder Relationship The Chairman of the Committee was present at the
Committee is as follows: last AGM held on 11th August, 2017.
Investor services
Code of Conduct
The Company approved the revised Code of Conduct
(Code) at the board meeting held in February 2018.
The revised code is effective from 23rd May, 2018. The
Code is administered by the Ethics Committee which
comprises of Global Chief People Officer, Global Chief
Financial Officer, Global General Counsel and Chief
Internal Auditor.
Whistle-Blower Policy
Consequent to adoption of the Code, the Vigil
Policy was amended and replaced with the new
Whistle- Blower Policy. The new Whistle-Blower
Policy details about the scope of Policy, reporting
mechanism, indicative list of retaliation that a
Whistle Blower may face, disciplinary actions in
case of false reporting with mala-fide intentions,
retention of records and periodic/ mandatory
trainings to employees amongst the others. The
Audit Committee oversees the functioning of the
vigil mechanism and receives periodic reports from
the Ethics Committee. The Whistle-Blower can convey
the concerns to Chairperson of Ethics Committee at
ethics@ cipla.com or in exceptional cases such as
disclosures pertaining to members of the Ethics
Committee or Board members shall be addressed to
resolved subsequently before the date of this report. promoters, KMPs, directors, wholly owned
No employee was denied access to the Audit subsidiaries, joint ventures. The Policy requires Board
Committee. approval for all transactions with the Directors,
Promoters and KMPs. The Policy also explicitly
specifies disclosure and reporting requirements.
Policy on Related Party Transactions
The Company ensures that its related party Code of Conduct for Prevention of
transactions are in the best interest of the
Insider Trading
Company and the relationship with related parties
does not in any way influence the transactions. It The Code of Conduct for Prevention of Insider
adheres an appropriate governance framework Trading (Insider Trading Code) was updated to
while entering into the transactions with related commensurate with the existing organisation
parties. structure and changes in regulatory environment.
The revised Insider Trading Code was adopted by the
The Company reviewed its Policy on Materiality
Board at its meeting held in November 2017 and
of Related Party and Dealing with Related Party
was implemented with effect from 1st January, 2018.
Transactions to make it comprehensive and
The Insider Trading Code lays down procedures to
abreast with the current applicable laws. The
be followed and disclosures to be made while
Policy was also benchmarked with the global best
trading in the Company’s shares. The Insider
practices. The Policy aims to ensure proper
Trading Code restricts the connected persons, who
reporting, approval and disclosure processes for all
are designated as such under the Insider Trading
transactions between the Company and related
Code, from disclosing any price sensitive
parties.
information and imposes strict confidentiality
Besides specifying the process for identification obligations on persons who have access to any
and approval, the revised Policy also mandates price sensitive information in relation to the
external review of the related party transactions. Company. It also prohibits the designated person
Criteria for granting omnibus approval is now from dealing in shares of the Company who is in
encompassed in the Policy document which possession of unpublished price sensitive information,
specifically includes thresholds for transactions with forward contracts, derivatives, portfolio management
schemes, amongst the others.
2
Information in line with BRR Principle 1, Question 1 and Principle 5, Question 1
Corporate Overview 02-77 Statutory Reports 78-166 Financial Statements 167-302
In order to ensure rigour of the Insider Trading approvals are noted at subsequent meetings of the
Code, the employees were familiarised with the Stakeholders Relationship Committee.
revised Insider Trading Code through training
Pursuant to regulation 40(9) of the Listing Regulations,
programmes and other periodical communications.
the Company obtains certificate from a practicing
The employees were also sensitised on ways to
Company Secretary on a half-yearly basis to the effect
handle price sensitive information and information
that all the transfers are completed within the statutory
confidentiality.
Disclosures
During the year, there were no materially
significant related party transactions that
may have potential conflict with the
Company’s interests.
General Meetings
The details of last three annual general meetings are:
Financial Year Meeting Date Venue Time
2014-15 79th AGM 27th August, 2015 Y. B. Chavan Auditorium, 3.00 p.m.
2015-16 80 th AGM 28th September, General Jagannath Bhosale Marg,
2016
Mumbai – 400 021
2016-17 81st AGM 11th August, 2017 Ravindra Natya Mandir, P.L. Deshpande
Maharashtra Kala Academy Sayani Road,
Prabhadevi, Mumbai – 400 025
No Special Resolution was passed at the Company’s AGM held on 27th August, 2015 and 28th September,
2016. The following Special Resolutions were passed at the Company’s AGM held on 11th August, 2017:
(i) Authorisation for issuance of Equity Shares / Securities Convertible into Equity Shares upto H 2000
crore.
(ii) Authorisation for issuance of Debt Securities upto H 2000
crore. No resolution was passed through postal ballot during the
FY18.
None of the business proposed to be transacted at the ensuing AGM require passing of resolution through
postal ballot.
Date, Time and Venue of the AGM Thursday, 30th August, 2018 at 3.00 p.m. Nehru Centre Auditorium,
Discovery of India Building, Dr Annie Besant Road, Worli,
Mumbai- 400 018
Financial Calendar 1st April to 31st March of the next calendar year
Adoption of Financial Results (Tentative Schedule, subject to change)
For the quarter ending 30th June, 2018 Wednesday, 8th August, 2018
For the quarter and half year ending Tuesday, 6th November, 2018
30th September, 2018
For the quarter and nine months Wednesday, 6th February, 2019
ending 31st December, 2018
For the fourth quarter and financial Wednesday, 22nd May, 2019
year ending 31st March, 2019
Trading window closure for financial From the 10th day from close of quarter till 48 hours after the UPSI
results becomes generally available
Date of Book Closure Thursday, 16th August, 2018 to Thursday, 30th August, 2018
Dividend and Dividend Payment H 3 per equity share for FY18. The dividend, if approved at the
Date AGM will be paid within statutory time limit of 30 days from the
date of AGM
Report on Corporate 15
Governance
Listing on Stock Exchanges Equity Shares:
1. BSE Limited
PhirozeJeejeebhoy Towers,
Dalal Street,Mumbai - 400
001
2.National Stock Exchange of India Limited
Exchange Plaza, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra
(East), Mumbai – 400 051
Global Depository Receipts (GDRs):
Societe De La Bourse De Luxembourg
Societe Anonyme, 35A Boulevard Joseph II, L-1840 Luxembourg
The Company has paid the requisite annual listing fees to the above
stock
exchanges for FY 2018-19.
Stock Code 500087 on BSE Limited
CIPLA EQ on National Stock Exchange of India Limited
DR Symbol / CUSIP CIPLG / 172977209
ISIN Number for NSDL & CDSL INE059A01026
Market Price Data for the period from 1st April, 2017 to 31st March, 2018
Month (FY18) BSE Limited National Stock Exchange of India Limited Luxembourg Stock Exchange
Equity Shares GDRs
High Low Number of High Low Number of High Low
(H) (H) Shares Traded (H) (H) Shares Traded (USD) (USD)
130 130
120 120
110 110
100 100
90 90
May-17
Dec-17
May-17
Jun-17
Jul-17
Sep-17
Jun-17
Jul-17
Sep-17
Dec-17
Aug-17
Apr-17
Oct-17
Nov-17
Mar-18
Apr-17
Oct-17
Nov-17
Mar-18
Jan-18
Feb-18
Aug-17
Jan-18
Feb-18
80 80
Cipla Share Price BSE Sensex Cipla Share Price NSE Nifty
Address for Correspondence
Contact details Address
For Corporate Mr Rajendra Chopra Cipla Limited
Governance and Company Secretary Cipla House,
other
Secretarial matters Email :cosecretary@cipla.com Peninsula Business Park,
For IEPF related matters Mr Karan Tanna Ganpatrao Kadam Marg,
Nodal Officer Lower Parel,
Email :cosecretary@cipla.com Mumbai – 400 013
For Financial Mr Naveen Bansal Tel: +9122 2482 6000
Statements related Investor Relations Fax: +9122 2482 6120
matters and Institutional Email: investor.relations@cipla.com
Investors Ms Heena Kanal
Vice President, Corporate
For Corporate Communications
Communication related Email: heena.kanal@cipla.com
matters Karvy Computershare Private Karvy Selenium Tower B, Plot No.: 31 & 32,
Limited Gachibowli, Financial District, Nanakramguda,
For share transfer, (Share Transfer Agents) Serilingampally, Hyderabad – 500 032,
transmission, Email: einward.ris@karvy.com Telangana
National Electronic Tel: (040) 6716 2222 /6716 1511
Clearing Service Fax: (040) 2300 1153
(NECS), dividend,
dematerialisation, etc.
36.70%
23.84%
13.75% 1.37%
Foreign
Institutions
Investors
GDR
Others
Dematerialisation of Shares and Liquidity
As on 31st March, 2018, 99.50% of the share capital was held in dematerialised form. Break-up of shares
held in physical and dematerialised form as on 31st March, 2018:
Shareholding No. of Folios % of Total No. of Shares % of Total
As to the liquidity, the Company’s equity shares are traded in the ‘A’/Forward group and have been
included in the S&P CNX NIFTY of National Stock Exchange of India Limited. They are among the select
scrips in which derivatives trading has been permitted in the form of stock futures and stock options.
Outstanding GDRs/ADRs/Warrants
The GDRs are listed on Luxembourg Stock Exchange and the underlying equity shares are listed on BSE Limited
and National Stock Exchange of India Limited. Each GDR represents one underlying equity share of the
Company. As on 31st March, 2018, 1,09,96,496 GDRs were outstanding.
The Company has not issued any American Depository Receipts (ADRs)/Warrants.
The Company has granted stock options to its employees and those of its subsidiaries under the Employee
Stock Option Scheme(s). The Company allots equity shares from time to time on exercise of stock options by
the employees pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 and the terms and conditions of the Employee Stock Option Scheme(s). As on 31st
March, 2018, 14,29,754 stock options were outstanding.
I hereby confirm that the Company has obtained from all the members of the Board and senior
management personnel, affirmation that they have complied with the Code of Conduct laid down by the
Company for the financial year ended 31st March, 2018.
For Cipla Limited
en Y t M
o re
No. of a
N ri ur . 1 t ct
gi 7 e or r
a
m as - nsh c
o ip
e al on f 1 d h
s ,
D31 8 a
d n h 201
C at B
a u c e 8
o l
t of ar a r e
e ch d
g r
n
d
o 20 g a i
r t
oi 18
y
( l n
nt M e
i e n a
m
n s o
e u
t t
nty t r
A h
e i e
G e
a n )
r g M r
s
s
) el
I
a n
t n d
t i
e 1 a
n n
d
e c
d o
m
( st
p
t a
o 2
t 0 n
1 i
a 7 e
l s
h
e
l a
d s
i
o
n
n
t
h 3
e 1
s
is a March Members held India anies as on 31st
Name of other listed Director , hips/ in n March, 2018(2) Chairman-
16 as on 2018( othe public
companies where he/she Chairma ships
0 1) Memberships
31st nships r comp
An Dr Y. K. Non-
21-07-1972 45.7 5 (5) Yes Nil -
nu Hamied Executiv
Nil
al (DIN: e / Non-
Re 00029049) Independ
16-08-1977 40.6 5 (5) Yes 1 -
po Mr M. K. ent Nil
rt Hamied Director
20 (DIN: s 25-08-2011 6.6 5 (5) Yes 1 -
17 00029084) Nil
- Mr S.
Radhakrishnan(3) 27-08-2015 2.6 5 (5) Yes 2 -
Nil
(DIN: 02313000)
Ms Samina
Vaziralli
(DIN: 00027923) Executive
Mr Umang Direc 16-07- 2013 4.7 5 (5) Yes 7 -
Vohra (DIN tors 2
:
01-
02296740) 12-02-2014 4.1 5 (5) Yes Nil -
09-
Mr Ashok Nil
2016
Sinha (DIN: • Reliance Industries Ltd
00070477) 5 (5) • Reliance Jio Infocomm Ltd
Dr Peter
Mugyenyi Nil
-
(DIN: M
Nil
06799942) aki
Mr Adil • Network18 Media & ng
Independ 23-07-2014 3.7 5 (5) 7
Zainulbhai(4) Investments Ltd a
ent Yes 7
(DIN: dif
Director • TV18 Broadcast Ltd
06646490) fer
s • Larsen & Toubro Ltd en
Ms ce
13-11-2014 3.3 5 (5) Yes 2 • Ceat Ltd to
Punita
Nil
Lal (DIN: pat
03412604 ien
• Max Financial Services
) ts.
Ltd
Ou
Ms Naina Lal
06-11-2015 2.4 5 (5) • Larsen and 3 Nil r
Kidwai (DIN: Toubro Ltd ins
5
00017806)(4) pir
• Altico Capital
India Private Ltd
ati
on
for
inn
ov
ati
on.
No. of Committee
No.
Tenure Attendance Memberships/ Chairmanships
No. of of
as on at last Name of other listed held in other Indian public
Original Board Meetings Directorships
31st AGM companies where he/she companies as on 31st March,
Name Category Date of attended (total held in
March, held is a Director as on 31st 2018(2)
Appointment held in the FY other Indian
2018 on 11th March, 2018(1)
17- 18 during companies as Chairman-
(in years) August, Me
mberships
tenure) 2018
on 31st March, ships
2017
• Tata Global Beverages Ltd
• Godrej Consumer Products Co
Ms Ireena Vittal Ltd rp
01-12-2016
(DIN: 05195656) 1.3 4 (5) Yes 7 • Wipro Ltd 7 Nil or
• The Indian Hotels Company at
Ltd e
• Titan Company Ltd Ov
Mr Peter Lankau er
10-01-2017 1.2 5 (5) Yes Nil - Nil Nil vie
(DIN: 07688110)
w
02
(1)
All the directorships held
by the directors in other listed -
companies are in the capacity
of Independent Directors.
(2)
Committees considered for
the purpose are those St
prescribed under the at
Listing Regulations viz. ut
audit committee and or
stakeholders relationship y
committee of Indian public Re
limited companies other po
than Cipla Limited. rts
(3)
Non-executive director 78
w.e.f. 12th November, 2017. -
Re
(4)
Out of five Board meetings
held during the year, attended
po
four meetings in person and
rt one meeting through video
on conferencing. Fin
Co an
rp Except Dr Y. K. Hamied and Mr cia
or M. K. Hamied, who are brothers l
at and Ms Samina Vaziralli, who is St
e daughter of Mr M. K. Hamied at
G and niece of Dr Y. K. Hamied, e
ov none of the Directors are m
er relatives of any other Director. en
na ts
nc Shareholding of Dr Y. K. Hamied, 16
Mr M. K. Hamied and Mr 7-
161 S.Radhakrishnan, Non-Executive
Directors as on 31 st March, 2018 is
as under:
Sr. No Name of
DirectorNo of shares
held
1 Dr Y. K. Hamied
166742687
2 Mr M. K. Hamied
31640000
3 Mr S.
Radhakrishnan 49000
Objective
Scope
Definitions
(c) “Employee” means any person who is in / industry, marketing, technology, finance and
the permanent employment of the other disciplines relevant to the business etc.
Company. and such other factors that the Committee
might consider relevant and applicable from
(d) “Senior Management Personnel” mean time to time towards achieving a diverse Board.
personnel of the Company who are members
of its Core Management Team (i.e. c) The proposed candidate shall possess
Management Council Members) excluding appropriate expertise, experience and knowledge
Board Members comprising all members of in one or more fields of finance, law, management,
management one level below the executive sales, marketing,
directors (except administrative support
staff/executive assistants), including the
Functional Heads.
Applicability of Parts
Part I: Appointment
General Criteria
Report on Corporate 16
Governance
administration, medical science, pharmaceutical, Does not hold directorship in more than three
corporate governance or such other areas listed entities if serving as a whole time director
related to the Company’s business as in any listed entity.
determined by the Nomination and
Remuneration Committee.
Board Members
a) Fixed Salary;
Board Diversity
Commencement
Objective
Definitions
b. “Company” means Cipla Limited. 9. Provisioning for financial implications arising out
of unforeseen events and/or contingencies;
c. “Policy” means this Policy, as amended from time
to time.
Declaration of Dividend
1. Regulatory requirements;
2. Economic environment;
3. Political/geographical situations;
4. Inflation rate;
5. Industry Outlook for future years.
Amendments
The Board shall have the power to amend any
of the provisions of this Policy, substitute any of
Corporate Overview 02-77 Statutory Reports 78-166 Financial Statements 167-302
Ashish Gupta
Partner
Membership No.: 504662
The dues outstanding in respect of income-tax, duty of excise and value added tax on account of any
dispute, are as follows:
Name of the statute Nature of Amount Amount Period to which Forum where
dues (J paid under the amount dispute is pending
in Protest (J relates
crore) in crore)
Income Tax Act, 1961 Income tax 265.13 183.08 2008-09 to 2014-15 CIT Appeals
The Central Excise Act, Excise
1944 duty 65 2 2008-09 to 2015-16 CESTAT Bangalore
The Central Excise Act, Excise Commissioner
1944 duty 3 - 2007-08 to 2014-15 Appeals
The Central Excise Act, Excise
1944 duty 40 2 2007-08 to 2015-16 CESTAT Mumbai
The Central Excise Act, Excise
1944 duty 7 1 2011-12 to 2013-14 CESTAT Kolkata
The Central Excise Act, Excise Additional
1944 duty 1 - 2015-16 to 2016-17 Commissioner
The Central Excise Act, Excise Principal
1944 duty 8 - 2015-16 to 2017-18 Commissioner
Bihar Vat Act, 2005 VAT 1 - 2013-14 Tribunal
Bihar Vat Act, 2005 VAT 1 - 2014-15 to 2016-17 Appeal Court
Gujarat Vat Act, 2005 VAT 14 - 2013-14 JCCT- Ahmedabad
Maharashtra Value DY. Commissioner
Added Tax, 2002 VAT 1 - 2002-03 to 2012-13 of Sales tax-LTU
Rajasthan Vat Act, Rajasthan Tax
2003 VAT 1 - 2002-03 to 2012-13 Board - Ajmer
Rajasthan Vat Act, Rajasthan Tax
2003 VAT 3 - 2008-09 to 2012-13 Board - Ajmer
(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial
institutions or government during the year. The Company did not have any outstanding debentures
during the year.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt
instruments) and did not have any term loans outstanding during the year. Accordingly, the provisions
of clause 3(ix) of the Order are not applicable.
(x) According to the information and explanation given us, no fraud by the Company or on the company
by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid and provided by the company in accordance with the requisite
approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the
Order are not applicable.
Annexure I to the Independent Auditor’s Report of even date to the members of Cipla
Limited, on the standalone financial statements for the year ended 31 March 2018
Auditor’s responsibility
3. Our responsibility is to express an opinion on
the Company’s IFCoFR based on our audit. We
conducted our audit in accordance with the
Standards on Auditing issued by the Institute
of Chartered Accountants of India (‘ICAI’) and
deemed to be prescribed under Section 143(10)
of the Act, to the extent applicable to an audit
of IFCoFR, and the Guidance Note on Audit of
Internal Financial Controls Over Financial
Reporting (‘the Guidance Note’) issued by the
Guidance Note require that we comply with statements.
ethical requirements and plan and perform
the audit to obtain reasonable assurance
about whether adequate IFCoFR were
established and maintained and if such
controls operated effectively in all material
respects.
Ashish Gupta
Opinion Partner
8. In our opinion the Company has, in all Membership No.: 504662
material respects, adequate internal financial
controls over financial reporting and such
controls were operating effectively as at 31 Place: New Delhi
March 2018, based on internal control financial Date: 22 May 2018
reporting criteria
Standalone Balance Sheet
as at 31st March, 2018
H in Crore
Particulars Notes As at As at
31st March, 2018 31st March, 2017
Assets
(1) Non-current assets
(a) Property, plant and equipment 2 4,158.37 4,095.16
(b) Capital work-in-progress 2 435.28 540.52
(c) Investment property 3 0.32 0.32
(d) Intangible assets 4 161.66 140.10
(e) Intangible assets under development 4 27.32 15.25
(f) Financial assets
(i) Investments 5 3,597.24 3,647.71
(ii) Loans 6 233.13 215.75
(iii) Other financial assets 7 40.86 57.08
(g) Advance tax (net) 283.42 192.24
(h) Deferred tax assets (net) 8 46.80 59.54
(i) Other non-current assets 9 172.40 298.21
9,156.80 9,261.88
(2) Current assets
(a) Inventories 10 3,037.98 2,653.50
(b) Financial assets
(i) Investments 11 1,039.74 638.18
(ii) Trade receivables 12 2,336.32 1,938.79
(iii) Cash and cash equivalents 13 217.45 44.60
(iv) Bank balances other than cash and cash equivalents 14 10.08 13.86
(v) Loans 15 17.74 9.53
(vi) Other financial assets 16 470.71 423.42
(c) Other current assets 17 808.15 623.46
7,938.17 6,345.34
Total assets 17,094.97 15,607.22
Equity and liabilities
(1) Equity
(a) Share capital 18 161.02 160.90
(b) Other equity 19 13,952.50 12,639.61
14,113.52 12,800.51
(2) Share application money, pending allotment 19 - 0.00
(3) Non-current liabilities
(a) Financial liabilities
(i) Borrowings 20 - 0.07
(ii) Other financial liabilities 21 50.11 45.06
(b) Provisions 22 124.45 125.61
(c) Other non-current liabilities 23 75.19 80.14
249.75 250.88
(4) Current liabilities
(a) Financial liabilities
(i) Borrowings 20 174.43 324.26
(ii) Trade payables 24 1,580.02 1,298.21
(iii) Other current financial liabilities 25 273.07 440.75
(b) Other current liabilities 26 306.00 229.83
(c) Provisions 22 398.18 262.78
2,731.70 2,555.83
Total equity and liabilities 17,094.97 15,607.22
Significant accounting policies and key accounting estimates and judgements 1
The accompanying notes form an integral part of these standalone financial 2-52
statements.
As per our report of even date For and on behalf of the Board of
Directors For Walker Chandiok & Co LLP
Chartered Accountants Umang Vohra Samina Vaziralli
Firm Reg. No. 001076N/N500013 Managing Director and Executive
Global Chief Executive Officer Vice-Chairperson
Ashish Gupta Kedar Upadhye Rajendra Chopra
Partner Global Chief Financial Officer Company Secretary
Membership No. 504662
New Delhi, 22nd May, 2018 Mumbai, 22nd May, 2018
Corporate Overview 02-77 Statutory Reports 78-166 Financial Statements 167-302
H in Crore
Attributable to the owners of the Company
Other
Reserves and surplus
(b) Other equity (refer note reserve Total
19)
The accompanying notes form an integral part of these standalone financial statements.
As per our report of even date For and on behalf of the Board of Directors
177
Standalone Statement of Changes in Equity / Standalone Statement of Cash Flows
Making a difference to patients. Our inspiration for innovation.
Note:
The above cash flow statement has been prepared under the ‘Indirect method’ as set out in Indian Accounting Standard (Ind AS-7)-
Statement of Cash Flows.
The accompanying notes form an integral part of these standalone financial statements.
As per our report of even date For and on behalf of the Board of Directors
All items of property, plant and equipment, The cost of an item of property, plant and
including freehold land, are initially recorded equipment is recognised as an asset if, and
at cost. Cost of property, plant and equipment only if, it is probable that future economic
comprises purchase price, non-refundable taxes, benefits associated with the item will flow to the
levies and any directly attributable cost of Company and the cost of the item can be
bringing the asset to its working condition for measured reliably. Items such as spare parts,
the intended use. The cost includes the cost of stand-by equipment and servicing equipment
replacing part of the property, plant and that meet the definition of property, plant and
equipment are capitalised at cost and
The Company amortises intangible assets to its recoverable amount. Non- financial
with a finite useful life using the straight-line assets other than goodwill that suffered
method over the following periods:
1.10 Inventories
The Company has transferred the significant Post retirement contribution plans such as
risks and rewards of ownership of the goods to Employees’ Pension Scheme and Employees’
the buyer;
(iii) Dividends
1.15 Taxes
1.16 Leases
1.19 Provisions
Where there are a number of similar The Company measures financial instruments at
obligations, the likelihood that an outflow will fair value at each reporting date.
be required in settlement is determined by
considering the class of obligations as a whole.
A provision is recognised even if the likelihood
of an outflow with respect to any one item
included in the same class of obligations may
be small.
1.20 Contingencies
Subsequent measurement
Equity investments
De-recognition
Subsequent measurement
Judgements
(i) Leases
Estimates
(vi) Impairment
Ind AS 115
Gross block
Balance as at 1st April, 2016 32.74 21.58 1,675.57 2,249.16 76.43 56.17 4.95 4,116.60
Additions for the year 6.41 1.23 204.60 623.21 19.85 19.52 1.22 876.04
Deletions and adjustments
during the year - - 0.89 38.55 1.94 1.52 0.35 43.25
Balance as at 31st March, 2017 39.15 22.81 1,879.28 2,833.82 94.34 74.17 5.82 4,949.39
Additions for the year - - 95.85 466.58 7.98 12.30 0.41 583.12
Deletions and adjustments
during the year - - 5.55 57.54 1.21 0.23 0.32 64.85
Balance as at 31st March, 2018 39.15 22.81 1,969.58 3,242.86 101.11 86.24 5.91 5,467.66
Depreciation and impairment
Accumulated balance as at
1st April, 2016 - 0.23 47.42 334.64 14.44 16.68 0.91 414.32
Depreciation charge for the year - 0.25 52.25 355.10 12.97 15.71 0.88 437.16
Impairment charge for the year - - - 18.74 - - - 18.74
Deletions and adjustments
during the year - - 0.03 13.77 1.18 0.92 0.09 15.99
Accumulated balance as at 31st
March, 2017 - 0.48 99.64 694.71 26.23 31.47 1.70 854.23
Depreciation charge for the year - 0.25 58.58 394.95 11.83 13.95 0.89 480.45
Deletions and adjustments
during the year - - 0.35 23.98 0.79 0.14 0.13 25.39
Accumulated balance as at
31st March, 2018 - 0.73 157.87 1,065.68 37.27 45.28 2.46 1,309.29
Net block
As at 31st March, 2018 39.15 22.08 1,811.71 2,177.18 63.84 40.96 3.45 4,158.37
As at 31st March, 2017 39.15 22.33 1,779.64 2,139.11 68.11 42.70 4.12 4,095.16
i. The gross value of Buildings and flats include the cost of shares in Co-operative housing
societies.
(31 st March, 2017 H Crore) used
ii. The above additions to property, plant and equipment during the year includes H 63.37 119.34 for
Crore
research and development.
Balance as at 31st March, 2018 185.53 71.42 4.66 10.45 1.08 273.14
Amortisation and impairment
Accumulated balance as at 1st April, 2016 21.16 5.02 0.51 0.58 0.12 27.39
Amortisation charge for the year 27.71 5.02 0.93 1.05 0.22 34.93
Accumulated balance as at 31st March, 48.87 10.04 1.44 1.63 0.34 62.32
2017
Amortisation charge for the year 33.89 13.07 0.93 1.05 0.22 49.16
Accumulated balance as at 31st March, 82.76 23.11 2.37 2.68 0.56 111.48
2018
Net book value
As at 31st March, 2018 102.77 48.31 2.29 7.77 0.52 161.66
As at 31st March, 2017 113.09 14.23 3.22 8.82 0.74 140.10
As at As at
Particulars No. of units No. of units
31st March, 2018 31st March, 2017
Investments in equity instruments
(Unquoted)
I. Subsidiaries - carried at cost
Equity shares of Cipla FZE of AED 10,00,000 each,
fully paid * - - 15 18.69
Equity shares of Goldencross pharma pvt. ltd. of Rs.
10
each, fully paid 45,966 191.12 45,966 191.12
Equity shares of Meditab specialities pvt. ltd. of
Rs. 1 each, fully paid 61,72,237 158.42 61,72,237 158.42
Meditab specialities pvt. ltd. (equity component
of - 107.50 - 107.50
inter corporate deposits)
Ordinary shares of Cipla (Mauritius) ltd. of USD 1
each, fully paid 1,60,00,000 96.09 2,15,50,001 129.42
Shares of Cipla (EU) ltd. of GBP 1 each, fully paid 2,90,00,000 282.10 2,70,00,000 264.70
Ordinary shares of Cipla medpro South Africa
(proprietary) ltd. of 0.1 cent each, fully paid 45,07,40,684 2,081.09 45,07,40,684 2,081.09
Shares of Cipla holding B.V. of EUR 100 each, fully
Paid 2,15,367 172.69 2,15,367 172.69
Equity shares of Cipla BioTec pvt. ltd. of Rs. 10
each,
fully paid 25,87,08,433 124.20 24,69,48,959 104.21
Shares of Saba investment ltd. of USD 1 each,
fully
paid 1,74,27,511 230.79 2,01,33,633 266.63
Equity shares of Jay precision pharmaceuticals
pvt.
ltd. of Rs. 10 each, fully paid 24,06,000 96.24 24,06,000 96.24
Equity shares of Cipla health ltd. of Rs. 10 each,
fully
paid 14,40,208 57.00 14,40,208 57.00
II. Other investments - carried at fair value
through profit and loss (FVTPL)
Equity shares of The Saraswat co-operative bank
ltd. of
H 10 each, fully paid H 10,000 (31st March, 2017- H 1,000 0.00 1,000 0.00
10,000)
Investments in Government and trust securities -
carried at cost
National savings certificates H 41,000 (31st March,
Notes to the Standalone Financial Statements
Note 6: Non-current financial assets - Loans Note 8: Tax expenses
H in Crore
The major components of income tax expense for
As As the years ended 31st March, 2018 and 31st March,
Particulars at 31st at 31st 2017 are:
March, March, H in Crore
2018 2017
For the For the
Unsecured, considered good, except otherwise
year ended year ended
stated) Particulars
31st March, 31st March,
2018 2017
(Carried at amortised cost, except otherwise
stated) Statement of profit and loss
Deposits with body
Profit or loss section
corporates and others
Considered good 33.03 32.55 Current income tax
Considered doubtful 0.88 - charge 431.33 311.06
Less: Allowance for
MAT credit utilisation
doubtful (0.88) -
/entitlement 13.04 (181.23)
Loans to subsidiaries
(refer note 42 and 45) 200.10 183.20 Adjustments in
233.13 215.75 respect of deferred
tax of previous year 1.08 -
Note 7: Non-current financial assets - Others
Deferred tax on account of
H in Crore
temporary
As As at
Particulars at 31st differences (2.57) 82.17
31st March, 442.88 212.00
March,
2017
2018
(Carried at amortised cost, except otherwise
stated) OCI section - tax related to items recognised in
Fixed deposits as OCI during the year:
margin money Income tax relating to
(remaining maturity re-measurements gain
more than 12 months)* 3.80 3.66 on defined benefit plans 0.94 3.67
Capital subsidy
receivable 37.06 33.08 Income tax relating to
Derivative - carried at cash flow hedge 0.25 -
fair value - 20.34 1.19 3.67
40.86 57.08
*Amount held as margin money under lien to tax authority and
electricity department.
Notes to the Standalone Financial Statements
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for 31st March, 2018
and 31st March, 2017:
H in Crore
For the year ended For the year ended
Particulars
31st March, 2018 31st March, 2017
Accounting profit before income tax 1,911.40 1,186.94
At India's statutory income tax rate of 34.608 %
(31st March, 2017: 34.608%) 661.50 410.78
Effect of prior year adjustments 1.08 16.64
Effect of weighted deductions and exemption (282.24) (316.88)
Effect of non-deductible expenses for tax purpose 44.25 13.75
Effect of impairment of investment - 87.01
Others 15.38 2.65
Effect of differential tax rate impact 2.91 (1.95)
Income tax expense reported in the profit or loss 442.88 212.00
Effective income tax rate 23.17% 17.86%
Deferred tax:
Deferred tax relates to the following:
H in Crore
Balance sheet Profit and loss Other Comprehensive
Income
As As For For For For
at 31st at 31st the year the year the year the year
Particulars
March, March, ended 31st ended 31st ended 31st ended 31st
2018 2017 March, March, March, March,
2018 2017 2018 2017
Property, plant and
equipment and intangible
assets (515.08) (490.92) 24.16 60.92 - -
Employment benefits 50.95 49.77 (2.12) 23.68.............0.94 3.67
Others 14.54 11.64 (3.15) 3.22 0.25 -
Provision for doubtful debts 52.49 45.07 (7.42) (11.37) - -
Deferred revenue 26.09 28.28 2.19 2.45 - -
Provision for right of return/
discounts and others 66.71 51.56 (15.15) 3.27 - -
MAT credit entitlement 351.10 364.14 13.04 (181.23) - -
Deferred tax expense/
(income) in the profit or loss - - 11.55 (99.06)................1.19 3.67
Deferred tax assets/
(liabilities) (net) 46.80 59.54 - - - -
2,336.32 1,938.79
#Includes amount due Note 15: Current financial assets - Loans
from related parties.
H in Crore
(refer note 42) 633.71 605.06
As As
-Trade receivable are interest and non-interest bearing Particulars at 31st at 31st
and are generally upto 180 days term. March, March,
-For aging analysis of trade receivables, refer to 2018 2017
note 46. (Unsecured,
considered good,
except otherwise
Note 13: Cash and cash equivalents stated)
H in Crore (Carried at amortised
As As Cost, except otherwise
Particulars at 31st at 31st stated)
March, March, Deposits with body
2018 2017 corporates and others
Balances with banks
In current accounts ........207.89 43.97
In fixed deposits
(original maturity
less
than 3 months) 0.20 -
Unsecured,
considered good 11.45 -
Unsecured,
considered doubtful 2.25 2.25
Less: Allowance for
doubtful (2.25) (2.25)
Notes to the Standalone Financial
Statements
Note 16: Current financial assets - Others Note 17: Other current assets H in Crore
H in Crore
As As
Particulars at 31st at 31st
March, March,
2018
As As2017
Particulars at 31st at 31st
March, March,
(Carried at amortised 2018 2017 Advances to suppliers 126.49 111.23
cost, except otherwise Prepaid expenses 41.99 33.39
stated) Balances with statutory/
Incentives/ benefits revenue authorities like
receivable from goods and service tax
Government 203.90 216.55 (GST), excise, customs,
Deposit (refer note 40 B) 175.08 175.08 service tax and value
Derivative - carried at added tax, etc. 639.57 478.82
fair value 32.65 - Others 0.10 0.02
Fixed deposits (having 808.15 623.46
remaining maturity less
than 12 months) # 3.52 -
Inter-company
receivables (refer note 42) 32.75 22.86
Other receivables
Considered good 22.81 8.93
Considered doubtful 3.93 0.46
Less: allowance for
doubtful advances (3.93) (0.46)
470.71 423.42
# Amount held as margin money to government authority.
As at As at
Particulars
31st March, 2018 31st March, 2017
No. of shares outstanding at the beginning of the period 80,45,10,074 80,33,84,282
Add: Allotment of equity shares on exercise of employee stock options 6,09,090 11,25,792
No. of shares outstanding at the end of the period 80,51,19,164 80,45,10,074
General reserve
Hedge reserve
Unsecured loan
The Company has obtained certain premises for its business operations (including furniture and fixtures,
therein as applicable) under cancellable operating lease or leave and license agreements ranging from 11
months to 5 years
Notes to the Standalone Financial Statements
or longer which are subject to renewal at mutual 4,511.06 4,760.62
consent. The cancellable lease arrangements can be
terminated by either party after giving due notice.
Lease payments are recognised in the profit or loss
under ‘Rent’ in Note 36.
H in Crore
As As
at 31st at 31st
March, March,
2018 2017
Contingent liabilities
Claims against
the Company not
acknowledged as debt 253.93 315.30
Guarantees* 3,800.44 3,794.62
Letters of credit 5.73 26.70
Income tax on
account of
disallowance/ 105.37 100.29
additions
Excise duty/service tax
on account of valuation/
cenvat credit 124.30 116.89
Sales tax on account of
credit/classification 4.90 2.43
4,294.67 4,356.23
Commitments
Estimated amount of
contracts unexecuted
on capital account 216.39 404.39
216.39 404.39
*The Company has given guarantees in favour of various banks
for H 3,661.86 Crore (31st March, 2017 H 3,643.60 Crore) against
the loan granted to Cipla (EU) Ltd. and InvaGen Pharmaceuticals
Inc. (wholly owned subsidiaries)
Note:
The said order was specific to fixation of retail prices Defined contribution plan :
without adhering to the formula/process laid down
The Company’s defined contribution plan
in DPCO, 1995. However, the grounds relating to
is Employees’ Pension Scheme (under the
inclusion of certain drugs within the span of price
provisions of Employees’ Provident Funds and
control continues to be sub-judice with the Hon’ble
Miscellaneous Provisions Act, 1952) since the
Bombay High Court. The Company has been legally
Company has no further obligation beyond
advised that it has a substantially strong case on
making the contributions.
the merits of the matter, especially under the
guidelines/principles of interpretation of the Drug Defined benefit and other long term benefit plans :
Policy enunciated by the Hon’ble Supreme Court of
India. Although, the decision of Hon’ble Supreme i. The Company has two schemes for long
Court dated 21st October, 2016 referred above was in term benefits namely, provident fund
favour of Union of India with respect to the appeals and gratuity:
preferred by the Government challenging the
Hon’ble Allahabad High Court order, basis the facts
and legal advice on the matter sub-judice with the
Hon’ble
Notes to the Standalone Financial Statements
The provident fund plan, a funded
the Company and the trustees have to
scheme is operated by the Company’s
ensure that they are at all times fully
Provident Fund Trust, which is
compliant with the relevant provisions of
recognised by the Income tax
the Income Tax Act and Rules. Besides this
authorities and administered through
if the Company is covered by the Payment
trustees/appropriate authorities. of Gratuity Act, 1972 then the Company is
The Company provides for gratuity, a bound to pay the statutory minimum gratuity
as prescribed under this Act.
defined benefit plan based on actuarial
valuation as of the reporting date, based d. Governance of the plan
upon which, the Company contributes all
the ascertained liabilities to the Insurer The Company has setup an income tax
Managed Funds. The Company operates approved irrevocable trust fund to finance
gratuity plan through a trust, wherein the plan liability. The trustees of the trust
every employee is entitled to the benefit fund are responsible for the overall
equivalent to fifteen days salary last governance of the plan.
drawn for each completed year of
e. Inherent risks
service. The same is payable on
termination of service or retirement, The plan is of a final salary defined benefit
whichever is earlier. The benefit vests in nature which is sponsored by the
after five years of continuous service. In Company and hence it underwrites all the
case of some employees, the Company’s risks pertaining to the plan. In particular,
scheme is more favourable as compared there is a risk for the Company that any
to the obligation under Payment of adverse salary growth or demographic
Gratuity Act, 1972. experience or inadequate returns on
ii. The employees of the Company are also underlying plan assets can result in an
entitled to leave encashment .The increase in cost of providing these benefits
provision is made based on actuarial to employees in future. Since the benefits
valuation for leave encashment at the are lump sum in nature the plan is not
year end. subject to any longevity risks
- Based on contribution
The Company operates a defined benefit
final salary gratuity plan which is open to H in Crore
new entrants. The gratuity benefits For the For the
payable to the employees are based on the year ended year ended
employee’s service and last drawn salary at 31st March, 31st March,
the time of leaving. The employees do not 2018 2017
contribute towards this plan and the full Employees’
cost of providing these benefits are met by pension scheme 26.72 25.65
the Company. Provident fund 41.85 42.37
c. Regulatory framework Others - ESIS,
Labour welfare
There are no minimum funding fund, etc. 3.81 2.80
requirements for a gratuity plan in India.
The trustees of the gratuity fund have a
fiduciary responsibility to act according to
the provisions of the trust deed and rules.
Since the fund is Income tax approved,
72.38 70.82
Notes to the Standalone Financial Statements
g. Disclosures for defined benefit plans based on actuarial reports as on 31st March 2018
H in Crore
2018 Gratuity 2017 Gratuity
(funded plan) (funded plan)
i. Change in defined benefit obligation
Opening defined benefit obligation 139.73 134.06
Interest cost 10.68 10.82
Current service cost 27.37 27.05
Actuarial changes arising from changes in financial (3.50) 7.86
assumptions
Actuarial changes arising from changes in experience (2.39) (16.83)
assumptions
Benefits paid (37.54) (23.23)
Liability at the end of the year 134.35 139.73
ii. Change in fair value of assets
Opening fair value of plan assets 135.06 96.83
Expected return on plan assets 10.32 7.81
Actuarial gain/(loss) / Return on plan assets, excluding
interest (3.18) 1.63
income
Contributions by employer 28.00 52.02
Benefits paid (31.93) (23.23)
Closing fair value of plan assets 138.27 135.06
iii. Amount recognised in Balance Sheet
Present value of obligations as at year end (134.35) (139.73)
Fair value of plan assets as at year end 138.27 135.06
Net asset/(liability) recognised 3.92 (4.67)
iv. Expenses recognised in profit or loss
Current service cost 27.37 27.05
Interest on defined benefit obligation 10.68 10.82
Expected return on plan assets (10.32) (7.81)
Benefits paid directly by Company - 8.83
Total expense recognised in profit or loss 27.73 38.89
v. Expenses recognised in profit or loss [OCI]
Actuarial changes arising from changes in financial assumptions (3.50) 7.86
Actuarial changes arising from changes in experience assumptions (2.39) (16.83)
Actuarial gain/(loss) return on plan assets, excluding interest income 3.18 (1.63)
Net (income)/expense for the period recognised in OCI (2.71) (10.60)
vi. Actual return on plan assets
Expected return on plan assets 10.32 7.81
Actuarial gain/(loss) on plan assets (3.18) 1.63
Actual return on plan assets 7.14 9.44
vii. Asset information
Insurer managed funds 100% 100%
viii. Expected employer's contribution for the next year 23.23 32.04
Notes to the Standalone Financial Statements
The actuarial calculations used to estimate commitments and expenses in respect of gratuity and
compensated absences are based on the following assumptions which if changed, would affect the
commitment’s size, funding requirements and expense :
The estimates of future salary increases, considered in actuarial valuation, take account of inflation,
seniority, promotion and other relevant factors, such as supply and demand in employment market.
The sensitivity analysis below has been determined based on reasonable possible changes of the respective
assumption occurring at the end of the reporting period while holding all other assumptions constant:
H in Crore
For the Year ended For the Year ended
31st March, 2018 31st March, 2017
Discount rate Increase by 1% Decrease by 1% Increase by 1% Decrease by 1%
Increase (decrease) in the defined
benefit liability (16.47) 20.01 (17.30) 21.14
Salary growth rate Increase by 1% Decrease by 1% Increase by 1% Decrease by 1%
Increase (decrease) in the defined
benefit liability 20.39 (17.01) 21.50 (17.84)
Attrition rate Increase by 1% Decrease by 1% Increase by 1% Decrease by 1%
Increase (decrease) in the defined
benefit liability 5.97 (6.93) 5.98 (6.93)
h. The details of the Company’s defined benefit plans in respect of the Company owned provident fund trust
H in Crore
2018 Provident 2017 Provident
fund (funded plan) fund (funded plan)
i. Change in defined benefit obligation
Opening defined benefit obligation 764.86 654.84
Interest cost 66.64 56.90
Current service cost 41.85 42.37
Employee Contribution 76.69 78.09
Liability transferred in 13.52 9.33
Benefits paid (101.86) (76.67)
Other experience adjustment 0.61 -
Liability at the end of the year 862.31 764.86
ii. Change in fair value of assets
Opening fair value of plan assets 778.14 664.83
Expected return on plan assets 66.64 56.90
Actuarial gain 0.32 3.28
Contributions 118.53 120.47
Transfer of plan assets 13.52 9.33
Notes to the Standalone Financial Statements
h. The details of the Company’s defined benefit plans in respect of the Company owned provident fund
trust
H in Crore
2018 Provident 2017 Provident
fund (funded plan) fund (funded plan)
Benefits paid (101.86) (76.67)
Other experience adjustment 0.04
Closing fair value of plan assets 875.33 778.14
iii. Amount recognised in Balance Sheet
Present value of obligations as at year end (862.31) (764.86)
Fair value of plan assets as at year end 875.33 778.14
Funded status (13.02) (13.28)
Net asset/(liability) recognised - -
iv. Expenses recognised in Statement of Profit and Loss
Current service cost 41.85 42.37
Interest cost 66.64 56.90
Expected return on plan assets (66.64) (56.90)
Total expense recognised in Statement of Profit and Loss 41.85 42.37
v. Actual return on plan assets
Expected return on plan assets 66.64 56.90
Actuarial gain on plan assets 0.32 3.28
Actual return on plan assets 66.96 60.18
vi. Asset information
Investment in PSU bonds 401.94 368.94
Investment in Government Securities 381.58 331.41
Bank Special deposit 15.58 15.58
Investment in other securities 36.31 24.39
Private Sector Bonds 4.00 4.00
Equity/Insurer Managed Funds/Mutual Funds 34.84 32.82
Cash and Cash Equivalents 1.08 1.00
Total Assets at the end of the year 875.33 778.14
vii. Principal Actuarial assumptions used
Discounted rate (per annum) 7.83% 7.64%
Expected rate of return on plan assets (per annum) 8.55% 8.65%
The estimates of future salary increases, considered in
Actuarial valuation, take account of inflation, seniority,
Promotion and other relevant factors, such as supply and
demand in employment 5.00% 5.00%
market.
viii. Experience adjustments
Defined benefit obligation 862.31 764.86
Plan assets (875.33) (778.14)
Deficit/(Surplus) (13.02) (13.28)
Experience adjustment on Plan assets -gain 0.32 3.28
Notes to the Standalone Financial Statements
Note: 42 Related Party Disclosures
Sr.
As per Ind AS-24, “Related Party Disclosures”, Name of the Company
No.
the
related parties where control exists or where 33 Cipla-Medpro Proprietary Limited
significant influence exists and with whom transaction 34 Cipla-Medpro Distribution Centre Proprietary
have taken
place are as below: Limited
A. Subsidiary Companies including step-down 35 Cipla Medpro Botswana Proprietary Limited
subsidiaries, associate companies and joint 36 Cipla Medpro Research and Development
venture : Proprietary Limited (upto 6th December, 2016)
1 Dr Y. K. Hamied, Chairman
2 Mr M. K. Hamied,Vice Chairman
D. Non-executive Directors
1 Mr Ashok Sinha
2 Mr Adil Zainulbhai
3 Ms Punita Lal
4 Ms Naina Lal Kidwai
5 Ms Ireena Vittal(w.e.f. 1st December,2016)
6 Mr Peter Lankau( w.e.f. 10th January,2017)
7 Dr Peter Mugyenyi
8 Mr S. Radhakrishnan – (w.e.f. 12th November,
2017)
1 Cipla Foundation
2 Hamied Foundation (w.e.f. 3rd February 2016)
3 Cipla Cancer & AIDS Foundation
The Company has implemented “ESOS 2013”, “ESOS 2013 - A” and “ESOS 2013 - B” as approved by the
Shareholders on 8th April 2013, 22nd August 2013 and 22nd August 2013 respectively. Details of the Options
granted during the year under the Scheme(s) are as given below:
Grant date No. of options Exercise price (H) Vesting period Exercise period
Scheme details
granted per option
ESOS 2013 - A 25-May-17 4,25,093 2.00 2 years 5 years from
Vesting date
ESOS 2013 - A 06-Nov-17 54,850 2.00 1 years 5 years from
Vesting date
The options are granted at an exercise price, which is in accordance with the relevant SEBI guidelines in
force, at the time of such grants. Each option entitles the holder to exercise the right to apply for and seek
allotment of one equity share of H 2 each.
Weighted average share price for Options exercised during the year :
Particulars ESOS - 2013 - A
Weighted average Share price (H) 585.86
ESOS 2013 - A
Particulars
No. of options Weighted Range of Weighted average
average exercise exercise price (H) remaining contractual
Outstanding at the price (H) per per option life (years)
option
beginning of the year 17,01,043 2.00 2.00 5.36
Granted during the year 4,79,943 2.00 2.00 6.09
Forfeited/Cancelled during
the year 1,42,164 2.00 2.00 5.05
Exercised during the year 6,09,090 2.00 2.00 2.99
Outstanding at the end of
the year 14,29,732 2.00 2.00 5.03
Exercisable at the end of
the year 4,48,336 2.00 2.00 3.37
The Black Scholes valuation model has been used for computing weighted average fair value considering the
following inputs:
Particulars ESOS 2013 ESOS 2013 - A ESOS 2013 - B
Note 45: Details of loans given, investment made and guarantees given
(a)Disclosure as per Regulations 34(3) and 53 (f) of Securities Exchange Board of India -
Listing Obligations and Disclosure Requirements (LODR)
H in Crore
Maximum Maximum
Sr. Name of the As at As at
Nature balance during balance during
No. Company 31 March, 2018
st
31 March, 2017
st
the year the year
1 Meditab
Specialities Pvt.Ltd. Subsidiary 200.10 200.10 179.95 179.95
2 Jay Precision
Pharmaceuticals
Pvt. Ltd. Subsidiary - 3.25 3.25 25.00
3 Cipla Health Ltd. Subsidiary - - - 0.50
The fair value of financial assets and liabilities are Level 1 - category includes financial assets and liabilities,
included at the amount at which the instrument that are measured in whole or in significant part be
could be exchanged in a current transaction reference to published quotes in an active market.
between willing parties, other than in a forced or Level 2 – category includes financial assets and
liquidation sale. liabilities measured using a valuation technique
The following methods and assumptions were based on assumptions that are supported by prices
used to estimate the fair values: from observable current market transactions. These
include assets and liabilities for which pricing is
The carrying amount of trade receivable, trade obtained via pricing services, but where prices
payable, capital creditors, loans, cash and cash have not been determined in an active market,
equivalents and other bank balances as at 31st financial assets with fair values based on broker
March 2018 and 31 st March 2017 are considered to quotes and assets that are valued using the
be the same as their fair values, due to their short Company’s own valuation models whereby the
term nature. Difference between carrying amounts material assumptions are market observable. The
and fair values of other financial assets, other majority of Company’s over-the- counter
financial liabilities and short term borrowings derivatives and several other instruments not
subsequently measured at amortised cost is not traded in active markets fall within this category.
significant in each of The year presented and the
same are classified as level 3. Level 3 - category includes financial assets and
liabilities measured using valuation techniques
Financial Instruments with fixed and variable based on non market observable inputs. This
interest rates are evaluated by the company based means that fair values are determined in whole or
on parameters such as interest rate and individual in part using a valuation model based on
credit worthiness of the counter party. Based on this assumptions that are neither supported by prices
evaluation, allowances are taken to account for the from observable current market transactions in the
expected losses of these receivables. same instrument nor are they based on available
market data. However, the fair value measurement
Fair value hierarchy objective remains the same, that is, to estimate an
exit price from the perspective of the Company.
The table below analyses financial instruments
The main asset classes in this category are
carried at fair value, by valuation method at 31 st
unlisted equity investments as well as unlisted
March 2018 and
funds.
Carrying H in Crore
Particulars Fair Value
value Level 1 Level 2 Level 3
Financial assets at amortised cost:
Investment property (refer note 3) 0.32 - 1.40 -
Investments - National Saving Certificate
(refer note 5) 0.00----------------------------------------- 0.00
Financial assets at fair value through
profit or loss:
Derivative instruments (refer note 7) 20.34 - 20.34 -
Investments in mutual funds (refer note 11) 638.18 - 638.18 -
Market risk
Particulars Other
U.S. dollars Euro GBP Total
Currency
Trade and other
receivables 605.55 97.91 31.62 62.66 797.74
Trade and payables (468.02) (174.30) (97.79) (7.04) (747.15)
Borrowings (142.54) - - - (142.54)
Net assets / (liabilities) (5.01) (76.39) (66.17) 55.62 (91.95)
H in Crore
31 March, 2017
st
Particulars Other
U.S. dollars Euro GBP Total
Currency
Trade and other
receivables 925.96 183.47 - 1.41 1,110.84
Trade and other
payables (416.80) (68.20) (5.02) (27.49) (517.51)
Borrowings (324.25) - - - (324.25)
Net assets / (liabilities) 184.91 115.27 (5.02) (26.08) 269.08
Notes to the Standalone Financial Statements
Sensitivity analysis Cash flow sensitivity analysis for variable-rate
A reasonably possible change in foreign exchange instruments
rates by 2% would have increased/ (decreased)
A reasonably possible change of 50 basis points
equity and profit or loss by the amounts shown
in interest rates at the reporting date would have
below. This analysis assumes that all other
increased (decreased) equity and profit or loss by
variables in particular interest rates remain
the amounts shown below. This analysis assumes
constant.
that all other variables, in particular foreign currency
H in Crore exchange rates, remain constant.
For the For the
year ended year ended H in Crore
Particulars
31st March, 31st March, For For
2018 2017 the year the year
Movement in exchange rate Particulars ended 31st ended 31st
USD - INR 2% 2%
March, March,
Euro - INR 2% 2%
2018 2017
Credit risk
H in Crore
Neither past Neither past due nor impaired
Particulars due nor 0-180 0-180 180-365 Total
impaired days days days
As on31st March, 2018 1,664.74 589.65 60.70 164.38 2,479.47
As on 31st March, 2017 1,406.40 504.54 44.90 113.18 2,069.03
H in Crore
Liquidity risk
The company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is
generated from operations. The company believes that the working capital is sufficient to meet its current
requirements. Accordingly, no liquidity risk is perceived. The Company closely monitors its liquidity position and
maintains adequate source of funding.
The table below provides details regarding the contractual maturities of significant financial liabilities as of
March 31, 2018:
H in Crore
Less than 1
Particulars 1-2 years 2-5 years Above 5 years Total
year
Borrowings 174.43 - - - 174.43
Trade payables 1,580.02 - - - 1,580.02
Other financial
liabilities 273.07 - - 50.11 323.18
2,027.52 - - 50.11 2,077.63
Notes to the Standalone Financial Statements
The table below provides details regarding the contractual maturities of significant financial liabilities as of March 31,
2017:
H in Crore
Less than 2-5 years Above 5 years Total
Particulars 1-2 years
1 year
Borrowings 324.26 0.07 - - 324.33
Trade payables 1,298.21 - - - 1,298.21
Other financial liabilities 440.75 - - 45.06 485.81
2,063.22 0.07 - 45.06 2,108.35
The Company uses foreign exchange forward contracts to hedge against the foreign currency risk of highly
probable USD/ZAR sales. Such derivative financial instruments are governed by the Company’s policies
approved by the Board of Directors, which provide written principles on the use of such instruments consistent
with the Company’s risk management strategy. As the value of the derivative instrument generally changes in
response to the value of the hedged item, the economic relationship is established.
a)Disclosure of effects of hedge accounting in Company’s balance
sheet 31st March 2018
H in Crore
Carrying amount Hedge Weighted Line item in
ratio average strike the balance
Type of hedge Maturity price/rate sheet where
Nominal
and risks Assets Liabilities date hedging
amount
instrument is
included
Cash flow hedge
Foreign exchange
risk
i) Foreign 1,348.80 - 2.00 April 2018 - 1:1* USD 1 = H Note 25
exchange March 2019 67.06 - Other
forward contracts ZAR 1 = H 4.94 financial
liabilities
* The foreign currency forward contracts are denominated in the same currency as the highly probable future sales, therefore hedge ratio of 1:1
The Company did not do hedge accounting in the year ended 31 st March 2017.
b) Disclosure of effects of hedge accounting in Company’s statement of profit and loss and other
comprehensive income
31st March 2018
H in Crore
Hedge Amount Line item affected
Change in the value of
ineffectiveness reclassified from in statement of
the hedging instrument
Type of hedge recognised in cash flow profit and loss
recognised in other
statement of hedging reserve because of the
comprehensive income
Profit and loss to Profit and loss reclassification
Cash flow hedge
i) Foreign exchange risk 0.72 - 2.39 Note 27- Revenue
from operation
and Note 36 -
Other
expenses.
Notes to the Standalone Financial Statements
Hedge effectiveness is determined at the inception of hedge relationship, and through periodic
prospective effectiveness assessment to ensure that an economic relationships exists between the hedged
item and hedging instruments. It is calculated by comparing changes in fair value of the hedged item, with the
changes in fair value of the hedging instrument.
Note 48:
A. Risk management
Proposed dividend:
Diluted weighted
and 31st March 2017 are not comparable.
average no of shares
outstanding 80,60,81,571 80,53,17,684 (ii) Certain prior year amounts have been
Diluted earnings per reclassified for consistency with the current year
share H 18.22 H presentation. As a result, certain line items have
12.11 been amended in the financial statements. These
reclassifications had no effect on the reported
Note 50: Exceptional Items results of operations. Comparative figures have
been adjusted to conform to the current year’s
With respect to various notices of demand received presentation.
from the NPPA, Government of India on account of
alleged overcharging in relation to products which
are not part of the writ proceedings in the Hon’ble Note 52: - Authorisation of financial
Bombay High Court (refer note 40 B), based on statements
recent correspondence with NPPA and notices
received, the Company performed a thorough legal The financial statements for the year ended 31st
evaluation. Of the total demand received for such March, 2018 were approved by the Board of
products, basis the facts and legal advice, the Directors on 22 nd May 2018.
As per our report of even date For and on behalf of the Board of Directors
Auditor’s responsibility
3. Our responsibility is to express an opinion on
these consolidated financial statements based
on our audit.
Opinion
8. In our opinion and to the best of our
information and according to the explanations
given to us and based on the consideration of
the reports of the other auditors on separate
financial statements and on the other financial
information of the subsidiaries and associate, the
aforesaid consolidated financial statements give
the information required by the Act in the
manner so required and give a true and fair
view in conformity with the accounting
principles generally accepted in India, of the
consolidated state of affairs (consolidated
financial position) of the Group and its associate
as at 31 March 2018, and their consolidated
profit (consolidated financial performance
including other comprehensive income), their
consolidated cash flows and consolidated
changes in equity for the year ended on that
date.
Other matter
9. We did not audit the financial statements of 45
subsidiaries, whose financial statements
reflect total assets of H 3,333.83 Crore and
net assets of H 1,100.08 Crore as at 31 March
2018, total revenues of H 3,094.71 Crore and
net cash inflows/outflows amounting to H 6.80
Crore for the year ended on that date, as
considered in the consolidated financial
statements. The consolidated financial
statements also include the Group share of net
loss (including other comprehensive income)
of H 2.78 Crore for the year ended 31 March
2018, as considered in the consolidated
financial statements, in respect of an associate,
opinion on the consolidated financial a) We have sought and obtained all the
statements, in so far as it relates to the information and explanations which to the
amounts and disclosures included in best of our knowledge and belief were
respect of these subsidiaries and necessary for the purpose of our audit of
associate, and our report in terms of sub- the aforesaid consolidated financial
section statements;
(3) of Section 143 of the Act, in so far as it
relates to the aforesaid subsidiaries and
associate, is based solely on the reports of
the other auditors.
Auditor’s responsibility
3. Our responsibility is to express an opinion on
the IFCoFR of the Holding Company, its
that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the
assets of the Company; (2) provide reasonable
assurance that transactions are recorded as
India (‘ICAI’) and deemed to be prescribed
necessary to permit preparation of financial
under Section 143(10) of the Act, to the
statements in accordance with generally
extent applicable to an audit of IFCoFR, and
accepted accounting principles, and that receipts
the Guidance Note on Audit of Internal
and expenditures of the Company are
Financial Controls Over Financial Reporting
(‘the Guidance Note’) issued by the ICAI.
Those Standards and the Guidance Note
require that we comply with ethical
requirements and plan and perform the
audit to obtain reasonable assurance about
whether adequate IFCoFR were established
and maintained and if such controls
operated effectively in all material
respects.
Particulars Notes As at As at
31st March, 2018 31st March, 2017
Assets
(1) Non-current assets
(a) Property, plant and equipment 2 5,315.35 5,008.69
(b) Capital work-in-progress 2 512.35 719.23
(c) Investment properties 3 1.03 1.74
(d) Goodwill 4 2,814.74 2,696.67
(e) Other intangible assets 5 1,819.05 1,784.88
(f) Intangible assets under development 5 468.98 963.75
(g) Investment in associate 6 9.62 12.40
(h) Financial assets
(i) Investments 7 147.01 123.22
(ii) Loans 8 41.66 39.48
(iii) Other financial assets 9 159.14 113.77
(i) Advance tax assets (net) 388.60 308.28
( j) Deferred tax assets (net) 10 187.65 168.13
(k) Other non-current assets 11 181.27 292.20
12,046.45 12,232.44
(2) Current assets
(a) Inventories 12 4,044.70 3,485.28
(b) Financial assets
(i) Investments 13 1,102.21 837.39
(ii) Trade receivables 14 3,102.45 2,563.05
(iii) Cash and cash equivalents 15 853.46 610.35
(iv) Bank balance other than cash and cash equivalents 16 112.15 13.86
(v) Loans 17 19.91 9.53
(vi) Other financial assets 18 574.82 542.10
(c) Other current assets 19 1,004.40 674.01
10,814.10 8,735.57
(3) Assets classified as held for sale (net) 20 - 69.06
Total assets 22,860.55 21,037.07
Equity and liabilities
(1) Equity
(a) Share capital 21 161.02 160.90
(b) Other equity 22 14,068.17 12,382.76
Equity attributable to owner 14,229.19 12,543.66
(c) Non-controlling Interest 23 352.44 438.23
Total equity 14,581.63 12,981.89
(2) Share application money pending allotment 22 - 0.00
(3) Non-current liabilities
(a) Financial liabilities
(i) Borrowings 24 3,662.11 3,645.36
(ii) Other financial liabilities 25 50.11 45.06
(b) Provisions 26 137.92 140.52
(c) Deferred tax liabilities (net) 10 503.31 756.89
(d) Other non-current liabilities 27 93.25 93.65
4,446.70 4,681.48
(4) Current liabilities
(a) Financial liabilities
(i) Borrowings 24 435.87 467.23
(ii) Trade payables 28 2,119.12 1,571.14
(iii) Other current financial liabilities 29 420.19 642.59
(b) Other current liabilities 30 226.85 266.36
(c) Provisions 26 627.11 402.37
(d) Current tax liabilities (net) 3.08 24.01
3,832.22 3,373.70
Total equity and liabilities 22,860.55 21,037.07
Significant accounting policies and key accounting estimates and judgements 1
The accompanying notes form an integral part of these financial statements----2-57
As per our report of even date For and on behalf of the Board of
Directors For Walker Chandiok & Co LLP
Chartered Accountants Umang Vohra Samina Vaziralli
Firm Reg. No. 001076N/N500013 Managing Director and Executive
Global Chief Executive Officer Vice-Chairperson
Ashish Gupta Kedar Upadhye Rajendra Chopra
Partner Global Chief Financial Officer Company Secretary
Membership No. 504662
New Delhi, 22nd May, 2018 Mumbai, 22nd May, 2018
Making a difference to patients. Our inspiration for innovation.
Particulars Notes For the year ended For the year ended
31st March, 2018 31st March, 2017
As per our report of even date For and on behalf of the Board of
Directors For Walker Chandiok & Co LLP
Chartered Accountants Umang Vohra Samina Vaziralli
Firm Reg. No. 001076N/N500013 Managing Director and Executive
Global Chief Executive Officer Vice-Chairperson
233
Consolidated Balance Sheet / Consolidated Statement of Profit and Loss
Making a difference to patients. Our inspiration for innovation.
H in Crore
(a) Equity share capital (refer note 21) As at As at
31st March, 2018 31st March, 2017
Balance at the beginning of the year 160.90 160.68
Changes in equity share capital during the year on exercise of employee stock
options scheme (ESOSs) 0.12 0.22
Balance at the end of the year 161.02 160.90
H in Crore
Balance as at
1st April ,2016 (45.02) 1 3 8 6 ( - - 1 3 1
, , 9 , 2 1 5 1
4 1 . 9 1 , 0 ,
4 4 4 5 5 3 . 7
9 1 1 3 . 7 0 2
. . . 1 3 9 3
2 4 8 6 . .
8 3 4 ) 7 8
8 7
Profit for the year - - - - 1 - - - 1 2 1
, , 9 ,
0 0 . 0
0 0 0 3
6 6 3 5
. . .
3 3 4
9 9 2
Other
comprehensive
income/ (loss) - - - - 7 1 - 5 1 ( 1
. 0 0 6 3 3
4 9 . 7 5 1
6 . 2 . . .
5 6 2 9 3
6 8 3 5
)
Payment of
dividend (including
tax on dividend)
(Refer note 44 (c) ) - - - - ( - - - ( ( (
1 1 3 2
9 9 4 2
3 3 . 7
. . 0 .
5 5 5 6
8 65.41 14,068.17 8 352.44 ) 14,420.61 3
) ) )
As per our report of even date For and on behalf of the Board of Directors
235
Consolidated Statement of Changes in Equity / Consolidated Statement of Cash Flows
Making a difference to patients. Our inspiration for innovation.
Note:
The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard (Ind AS-7)-
Statement of Cashflows.
As per our report of even date For and on behalf of the Board of Directors
237
Consolidated Statement of Cash Flows / Notes to the Consolidated Financial Statements
Making a difference to patients. Our inspiration for innovation.
Intangible assets
Inventories
Government grants
Government Grants are recognised where there
is reasonable assurance that the grant will be
received and all attached conditions will be
complied with. When the grant relates to an
asset, it is recognised as income in equal
amounts over the expected useful life of the
related asset and presented within other
income.
iii) Dividends
Employee benefits
(i) Short term employee benefits
Taxes
Corporate Overview 02-77 Statutory Reports 78-166 Financial Statements 167-302
Leases
Provisions
Contingencies
Financial instruments
Equity investments
Derecognition
Subsequent measurement
Derecognition
Foreign operations
Business combinations
to acquisition. As on the acquisition-date, the for its classification between finance lease and
identifiable assets and liabilities assumed are
included in the consolidated statement of financial
position at their acquisition date fair values.
Segment reporting
Judgements
(i) Leases
Estimates
(vii) Impairment
Furniture Office
Freehold Leasehold Leasehold Buildings Plant Vehicles Total
Particulars and equipments
land land Buildings and flats and
fixtures
equipment
Gross block
Balance as at 1st April, 2016 62.87 32.42 73.12 1,960.27 2,776.16 104.24 65.95 10.43 5,085.46
Additions 6.41 0.23 1.02 226.27 763.27 23.68 21.98 4.29 1,047.15
Deletions and adjustments 1.27 3.01 8.26 4.99 68.13 6.52 10.73 0.69 103.60
Foreign currency translations
adjustments (0.18) (0.16) 7.41 (7.37) 4.98 0.64 (0.07) (1.51) 3.74
Balance as at 31st March, 67.83 29.48 73.29 2,174.18 3,476.28 122.04 77.13 12.52 6,032.75
2017
Additions 5.02 0.54 1.31 220.15 684.31 17.08 17.30 2.52 948.23
Deletions and adjustments - - - 5.55 70.23 2.18 1.65 1.13 80.74
Foreign currency translations
adjustments (0.03) (0.15) 9.28 1.00 28.09 3.25 1.54 (0.57) 42.41
Balance as at 31st March, 72.82 29.87 83.88 2,389.78 4,118.45 140.19 94.32 13.34 6,942.65
2018
Depreciation and impairment
Accumulated balance as at
1st April, 2016 - 0.30 4.14 57.05 383.07 16.69 18.27 1.09 480.61
Depreciation - 0.35 8.56 65.36 424.77 16.78 20.12 2.53 538.47
Impairment - - - 13.25 45.20 - - - 58.45
Deletions and adjustments - - 5.78 2.33 27.46 5.29 9.78 - 50.64
Foreign currency translations
adjustments - - 2.45 (2.21) (2.67) 0.44 0.10 (0.94) (2.83)
Accumulated balance as at 31 st
March, 2017 - 0.65 9.37 131.12 822.91 28.62 28.71 2.68 1,024.06
Depreciation - 0.61 8.70 74.09 487.41 16.48 18.86 2.52 608.67
Impairment - - - - 10.12 - - - 10.12
Deletions and adjustments - - - 0.35 28.85 1.30 0.86 - 31.36
Foreign currency translations
adjustments - (0.14) 0.71 1.00 11.75 1.77 1.13 (0.41) 15.81
Accumulated balance as at 31 st
March, 2018 - 1.12 18.78 205.86 1,303.34 45.57 47.84 4.79 1,627.30
Net block
As at 31st March, 2018 72.82 28.75 65.10 2,183.92 2,815.11 94.62 46.48 8.55 5,315.35
As at 31st March, 2017 67.83 28.83 63.92 2,043.06 2,653.37 93.42 48.42 9.84 5,008.69
1. The gross value of buildings and flats includes the cost of shares in co-operative housing societies.
2. The above additions to property, plant and equipments during the year includes H 63.37 Crore (previous
year
H 123.34 Crore) used for research and development.
Note 7: Investments
H in Crore
As at As at
Particulars
31st March, 2018 31st March, 2017
Other investments
Investments in equity instruments (Unquoted)
Investments at fair value through OCI (fully paid)
16.50% (31st March,2017 16.50%) Equity Interest in Shanghai Desano
Pharmaceuticals Co., Ltd. 147.01 123.22
Investments carried at fair value through Profit and loss (FVTPL)
Equity shares of The Saraswant co-operative bank Ltd of H 10
each, 0.00 0.00
fully paid H 10,000 (31st March,2017 H 10,000)
Investment in government securities carried at cost
National saving certificates H 41,000(31 st March,2017 H 41,000) 0.00 0.00
147.01 123.22
Aggreagate amount of unquoted investments 147.01 123.22
There are unused tax losses amounting to H 465.92 Crore as at 31st March, 2018 (31st March, 2017 H 470.27
Crore) for which no deferred tax asset has been recognised as the Company believes that availability of
taxable profit against which such temporary difference can be utilised, is not probable. Deferred income
tax liabilities on undistributed earnings of the Group subsidiaries have not been provided as such earnings
are deemed to be reinvested in the business and the Group is able to control the timing of the reversals of
temporary differences associated with these investments. Accordingly, temporary difference on which
deferred tax liability has not been recognised amounts to H 1,057.90 Crore, (31st March, 2017 H 1,357.10
Crore).
Deferred tax:
Deferred tax relates to the
following:
H in Crore
Balance sheet Profit and loss Other comprehensive
income
As As For the year For the year For the year For the year
at 31st at 31st ended ended ended ended
Particulars
March, March, 31st March, 31st March, 31st March, 31st March,
2018 2017 2018 2017 2018 2017
Property plant and equipment
and intangible assets (1,051.73) (1,350.47) 313.37 174.26 - -
Employee benefit expenses 74.67 72.28 2.67 (18.92) 1.79 3.96
Others 110.04 128.37 14.32 14.56 15.82 -
Provision for doubtful debts 53.44 51.77 4.09 12.67 - -
Deferred revenue 26.09 28.28 (2.20) (2.45) - -
Provision for right of return,sales
return and discount 66.71 51.56 15.15 (3.27) - -
Tax loss carried forward 48.58 60.91 (24.45) (58.36) - -
Mat credit entitlement 356.54 368.54 (12.00) 181.23 - -
Deferred tax expense/(income)
in statement of profit and loss - - 310.95 299.72 17.61 3.96
Deferred tax assets/(liabilities)
(net) (315.66) (588.76) - - - -
Notes to the Consolidated Financial Statements
Note 10 : Income taxes (Contd..) Note 12: Inventories
Reflected in the balance sheet as follows:
H in Crore H in Crore
As As As As
Particulars at 31st at 31st Particulars at 31st at 31st
March, March, March, March,
Deferred tax assets 2018
187.65 2017
168.13 2018 2017
(Lower of cost and net realisable value)
Deferred tax liabilities (503.31) (756.89)
H in
Crore Note 18: Current financial assets-others
As at
As
Particulars at 31 st
31 March,
st H in Crore
March, 2017 As As at
Balances with banks 2018 at 31st
Particulars 31 March,
st
March,
In current accounts 806.63 597.52 2018 2017
In fixed deposits (Carried at amortised cost, except otherwise stated)
(original maturity less Incentives benefit
than 3 months) 37.05 8.05 receivable from
Remittance in transit 8.84 - government 206.24 216.80
Cash on hand 0.94 4.78 Deposits (refer note 46(B)) 175.08 175.08
Derivatives designated
853.46 610.35 as hedges carried at
fair value
Note 16: Bank balance other than cash and 2018 2017
cash equivalents Bank deposits (original
H in Crore maturity between 3
As As months and 12 months) 102.07 3.78
Particulars at 31 st
at 31 st Balances earmarked for
March, March, unclaimed dividend* 10.08 10.08
112.15 13.86
* The above balances are restricted for specific use. There are no Interest rate swap - 28.22
amounts due and outstanding to be credited to the Investor Education
and Protection Fund as at 31st March, 2018 and 31st March, 2017. Derivatives not
designated as hedges
carried at fair value
Forward contracts 32.65 -
Fixed deposit (having
remaining maturity less
than 12 Month)# 3.52 -
Other receivables
Considered good 157.33 122.00
Considered doubtful 3.93 0.46
Less: Allowance for
doubtful advances (3.93) (0.46)
574.82 542.10
# Amount held as margin money to Government authority.
Making a difference to patients. Our inspiration for innovation.
*The Board of Directors of the Company at its meeting held on 7th February 2018, approved cancellation of the unsubscribed portion of
the issued capital of the Company representing 10,03,395 equity shares of H 2/- each aggregating to H 0.20 Crore, effective from 8th
February 2018.
As at As at
Particulars
31st March, 2018 31st March, 2017
No. of shares outstanding at the beginning of the period 80,45,10,074 80,33,84,282
Add: Allotment of equity shares on exercise of employee stock options 6,09,090 11,25,792
No. of shares outstanding at the end of the period 80,51,19,164 80,45,10,074
The Company has only one class of equity shares having a par value of H 2 per share. Each holder of
equity share is entitled to one vote per share. The Company declares and pays dividends in Indian
Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in
the ensuing Annual General Meeting.In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company, after distribution of all preferential
amounts. The distribution will be in proportion to the number of equity shares held by the shareholder.
Refer to note 49 for number of stock options against which equity shares to be issued by the Company
upon vesting and exercise of those stock options by the option holders as per the relevant schemes.
Companies has established various equity settled B.Information regarding non-controlling interest
share based payments plan for certain categories of H in Crore
employee of the Company.
As As
Foreign currency translation reserve Particulars at 31st at 31st
March, March,
Foreign Currency Translation Reserve represents the 2018 2017
unrealised gains and losses on account of translation of
Accumulated balances
foreign subsidiaries into the presentation currency. of material non-
Hedge reserve controlling interest:
Jay Precision
The hedging reserve represents the cumulative Pharmaceuticals Pvt. Ltd. 49.77 41.12
effective portion of gain or loss arising on changes Cipla Quality Chemical
in fair value of designated portion of hedging Industries Limited 135.17 112.92
instruments. Saba Investment Limited 136.91 167.79
Quality Chemicals
Fair value through other comprehensive income
Limited ............5.73 5.35
This reserve represents the cumulative gains and Cipla Health Ltd.....................20.37 33.69
losses arising on the revaluation of equity instrument Others .............4.49 (10.14)
measured at fair value through other Preferred stock
comprehensive income. The Company transfers Issued during the
amounts from this reserve to retained earnings year in Cipla
when the relevant equity instruments are Health Ltd. - 87.50
derecognised/disposed off.
Total 352.44 438.23
Notes to the Consolidated Financial Statements
Note 23: Non controlling interest (Contd..)
H in Crore
For the year ended For the year ended
Particulars
31st March, 2018 31st March, 2017
Profit/(loss) allocated to material non-controlling interest:
Jay Precision Pharmaceuticals Private Limited 8.65 9.94
Cipla Quality Chemical Industries Limited 12.53 11.78
Saba Investment Limited (1.76) 15.50
Quality Chemicals Limited Name of the Subsidiary 0.90 4.54
Cipla Health Ltd. Jay Precision Cipla Quality Saba (13.46) Quality (7.91)
Cipla
Particulars
Others Pharmaceuticals Chemical Investment (0.82)Chemicals Health (4.82)
Ltd.
Total Private Limited Industries Limited Limited 6.04 Limited 29.03
Revenue from operations 94.57 405.11 329.43 29.02 119.84
Profit for the year 21.62 33.22 (3.59) 1.84 (51.56)
Summarised statement of profit and loss for the year ended 31 st March, 2018
Other comprehensive
income - 69.73 23.61 (1.07) H in(3.63)
Crore
Total comprehensive
income 21.62 102.95 20.02 0.77 (55.19)
Profit attributable to non-
controlling interests 8.65 12.53 (1.76) 0.90 (13.46)
Dividends paid to non-
controlling interests - (7.37) - - -
Summarised statement of profit and loss for the year ended 31 st March, 2017
H in Crore
Name of the Subsidiary
Jay Precision Cipla Quality Saba Quality Cipla
Particulars
Pharmaceuticals Chemical Investment Chemicals Health Ltd.
Private Limited Industries Limited Limited Limited
Revenue from operations 90.05 410.55 234.19 30.36 99.94
Profit for the year 24.85 31.25 31.64 9.27 (30.29)
Other comprehensive
income (0.01) (76.23) (27.84) 18.62 0.04
Total comprehensive
income 24.84 (44.98) 3.80 27.89 (30.25)
Profit attributable to non-
controlling interests 9.94 11.78 15.50 4.54 (7.91)
Dividends paid to non-
controlling interests - (17.02) (5.33) (11.70) -
Making a difference to patients. Our inspiration for innovation.
H in Crore
As at As at
Particulars
31st March, 2018 31st March, 2017
(a) Non current (note 43)
(Carried at amortised cost, except otherwise stated)
Unsecured loans:
Term loan from Banks (note 1) 3,662.11 3,642.79
Other Loans (note 2) - 2.50
Deferred sales tax loan (note 3) - 0.07
3,662.11 3,645.36
(b) Current (note 43)
(Carried at amortised cost, except otherwise stated)
Loans repayable on demand
Unsecured loans:
Packing credit from bank 142.54 324.25
Buyers credit 31.89 -
Bank overdraft 1.39 0.01
Others borrowings 260.05 142.97
435.87 467.23
1. Includes loans of H 3,597.29 Crore (31st March, 2017 H 3,563.25 Crore) taken by the Company’s wholly
owned subsidiaries in connection with acquisition of two US based companies, InvaGen Pharmaceuticals Inc.
and Exelan Pharmaceuticals Inc. These loans carry interest at LIBOR + 0.96% p.a. and the guarantee given
by Cipla Ltd to the bankers for repayment of principal and interest on this loan.
2. Loan of a subsidiary Company located in India amounting to H Nil as on 31st March, 2018 (31st March, 2017
H 2.50 Crore) .
3. Sales tax deferral loan is interest free and repayable by 2018-19 and shown under current maturities of
long term borrowings as per repayment schedule.
Movement of Provisions
H in Crore
As As
Particulars at 31st at 31st
March, March,
2018 2017
Particulars
There are no Micro interest Enterprises. This information as required to be
and Small payment disclosed under the Micro, Small and Medium
Enterprises, to made Enterprises Deveolpment Act, 2006, has been
whom the Company during determined to the extent such parties have been
owes dues, which the year identified on the basis of information available with
are outstanding for to any the Company.
more than 45 days Micro
as at 31st March, and Note 29: Other current financial liabilities
2018, and no Small H in Crore
Provision for right of return/discounts and other
As As
sales related accruals
Particulars at 31st at 31st
Balances at the
March, March,
beginning of the year 265.31 177.89
2018 2017
Arising during the year 199.25 192.71
Utilised during the year (124.13) (105.29) (Carried at amortised cost, except otherwise stated)
Balances at the close Current maturities of
of the year 340.43 265.31 Non-Current debt;
Provision for litigation-DPCO Deferred sales tax
Balances at the loans 0.07 0.07
beginning of the year.............14.84 13.26 Unclaimed dividends* 10.08 10.08
Arising during the year.............79.11 1.58 Security deposits 1.42 1.82
Utilised during the year - Capital creditors 80.92 170.66
Balances at the close of the year Employee dues 110.77 112.92
93.95 14.84 Derivative designated
as hedge 2.00 -
Notes to the Consolidated Financial Statements
Note 29: Other current financial liabilities Note 32: Other operating income (contd..)
H in Crore
H in Crore
As As
For the For the
Particulars at 31st at 31st
year ended year ended
March, March, Particulars
31st March, 31st March,
2018 2017
2018 2017
Derivative not
Scrap Sales 30.90 28.13
designated as hedge 9.21 -
Other payable 205.72 Sale of ANDA and other
347.04 product license 91.42 -
420.19 642.59
* There are no amount due and outstanding to be credited to Others 43.46 34.64
Investor Education & Protection Fund. 468.39 349.38
and licensing fees 54.50 52.02 * Current year includes profit on Veterinary business sale at
South Africa of H 112.90 Crore( previous year includes H 119.80
Crore profit on sale of investment in Chase Pharmaceutical
Corporations, USA)
Notes to the Consolidated Financial Statements
Note 34: cost of materials consumed Note 37: employee benefits expenses
H in Crore
(contd..)
For the For the H in Crore
year ended year ended
Particulars For the For the
31st March, 31st March,
year ended year ended
2018 2017 Particulars
31st March, 31st March,
Cost of materials 2018 2017
consumed 4,497.16 4,272.66
Employee stock option
scheme (refer note 49) 41.28 16.86
2,690.10 2,633.82
Note 35: Purchase of stock in trade Staff welfare expenses 118.55 84.05
H in Crore
For the For the
year ended year ended Note 38: Finance costs
Particulars
31st March, 31st March, H in
2018 2017 Crore
Purchase of stock in For the For the
trade 1,174.20 933.50 year ended year ended
Particulars
31st March, 31st March,
2018 2017
Note 36: Changes in inventories of Interest expense 109.24 156.53
finished goods, work-in-progress and Other borrowing cost 4.99 2.85
stock-in-trade 114.23 159.38
H in Crore
For the For the Note 39: Depreciation, impairment and
Particulars
year ended year ended amortisation expense
31st March, 31st March, H in Crore
Opening stock 2018 2017
For the For the
Work-in-progress 613.57 848.64 year ended year ended
Particulars
Finished goods 1,056.50 574.77 31st March, 31st March,
Stock-in-trade 393.53 751.15 2018 2017
Less: Closi n g stoc k Depreciation on
Work-in-progress 787.73 613.57 property, plant and
Finished goods 1,094.82 1,056.50 equipment (refer note 2) 608.67 538.47
Stock-in-trade 413.99 393.53 Depreciation on
(232.94) 110.96 investment properties
(refer note 3) 0.02 0.02
2. Due to the uncertain regulatory developments and Contractual services 194.00 198.84
litigations for certain intangible assets on the Postage and telephone
existing and IP R&D portfolio relating to US generics expenses ..........41.63 37.90
business, the Group recorded an impairment Travelling and
charge of H 357.77 Crore during the year ended conveyance ..........311.89 280.80
31st March 2018 (31st March 2017 H 348.65 Crore). Allowances and Bad
Refer note 5 for details relating to assumptions Debts written off (net) ...........33.21 52.17
used in determination of value in use. Loss on foreign exchange
fluctuation (net) ---------------- 30.95
Non executive directors'
Note 40: Other expenses
remuneration 9.22 7.00
H in Crore
Legal and professional
For the For the fees ........450.45 352.05
year ended year ended Donations @................................................................11.10 0.35
Particulars
31st March, 31st March, Payment to auditors
2018 2017 Audit fees .............2.01 2.31
Manufacturing expenses 472.86 446.25 Taxation matters 0.09 0.06
Stores and spares 142.96 127.89 For other services ...........0.49 0.74
Repairs and Net loss on disposal
maintenance of property, plant and
equipment ---------------- 20.52
Plant and equipment 104.17 97.26 CSR expenditure (refer
Buildings 38.03 42.26 note 52 ) 34.54 29.53
Insurance 31.34 37.41 Research - clinical trials,
Rent 117.20 113.93 samples & grants 268.65 280.27
Sales promotion Excise duty (refer note
expenses 607.43 553.02 54 (i) 63.54 235.95
Commission on sales 253.52 242.63 Miscellaneous expenses 517.14 512.02
Freight and forwarding 221.95 213.56 4,264.35 4,203.51
Rates and taxes .............38.11 36.11 @
includes H 9 Crore (previous year H nil) towords
Power and fuel .........298.82 251.73 politcal contribution.
The carrying value and fair value of financial instruments by categories as of 31st March, 2018 were as follows:
H in Crore
Carrying
Particulars Fair Value
H in Crore
Cross As at As at
Nature of Instrument Currency
currency 31st March, 2018 31st March, 2017
Forward contracts - Sold USD H 1527.34 428.01
Forward contracts - Sold ZAR H 451.78 221.93
Forward contracts - Sold EUR H 23.03 38.11
Forward contracts - Bought USD H 31.89 -
Forward contracts - Bought USD ZAR 133.04 60.89
Forward contracts - Bought EUR ZAR 17.44 11.84
Forward contracts - Bought CNY ZAR 5.90 17.38
Unhedged foreign exchange
exposures:
- Receivables 938.25 1,132.80
- Payables 758.74 695.47
- Current borrowings 244.61 428.49
Note: The Company uses forward contracts/derivatives for hedging purposes and/or reducing interest
costs.
Particulars Other
U.S. Dollars Euro GBP Total
Currency
Trade and other receivables 924.98 206.41 - 1.41 1,132.80
Trade and other payables (309.26) (331.21) (5.02) (49.98) (695.47)
Borrowings (428.49) - - - (428.49)
Net assets / (liabilities) 187.23 (124.80) (5.02) (48.57) 8.84
The Company measures the expected credit loss of trade receivables and loan from individual customers
based on historical trend, industry practices and the business environment in which the entity
operates. Loss rates are based on actual credit loss experience and past trends. Based on the
historical data, loss on collection of receivable is not material hence no additional provision
considered.
The ageing analysis of the receivable (gross of provision) has been considered from the date the invoice falls due:
H in Crore
Neither past Past due but not impaired Total
Particulars due nor 0-180 180-365 Above 365
impaired days days days
As at 31st March, 2018 1,326.80 1,482.28 100.12 352.24 3,261.44
As at 31st March, 2017 1,319.81 1,046.12 110.97 235.57 2,712.47
Movement of allownances
H in Crore
Loans Loans Other financial Trade Total
Particulars
(current) (non-current) assets receivables
As at 1st April, 2016 2.25 - 0.46 128.86 131.57
Provided during the year - - - 70.23 70.23
Amounts written off - - - (0.65) (0.65)
Reversals of provision - - - (49.02) (49.02)
As at 31st March, 2017 2.25 - 0.46 149.42 152.13
Provided during the year - 0.88 3.47 99.92 104.27
Amounts written off - - - (23.64) (23.64)
Reversals of provision - - - (66.71) (66.71)
As at 31st March, 2018 2.25 0.88 3.93 158.99 166.05
The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is
generated from operations. The Company believes that the working capital is sufficient to meet its current
requirements. Accordingly, no liquidity risk is perceived. The Group closely monitors its liquidity
position and maintains adequate source of funding.
Notes to the Consolidated Financial Statements
Note 43 (Contd..)
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 st
March, 2018:
H in Crore
Less than 1 1-2 years 2-5 years Above 5 years Total
Particulars
year
Borrowings 435.94 814.79 2,847.32 - 4,098.05
Trade payables 2,119.12 - - - 2,119.12
Other financial
liabilities 420.19 - - 50.11 470.30
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 st
March, 2017:
H in Crore
Less than 1 2-5 years
Particulars 1-2 years Above 5 years Total
year
Borrowings 467.30 2.57 3,642.79 - 4,112.66
Trade payables 1,571.14 - - - 1,571.14
Other financial
liabilities 642.59 - - 45.06 687.65
The Company uses foreign exchange forward contracts to hedge against the foreign currency risk of highly
probable USD/ZAR sales. Such derivative financial instruments are governed by the Company’s policies
approved by the Board of Directors, which provide written principles on the use of such instruments consistent
with the Company’s risk management strategy. As the value of the derivative instrument generally changes in
response to the value of the hedged item, the economic relationship is established.
b) Disclosure of effects of hedge accounting in Company’s statement of profit and loss and other
comprehensive income
H in Crore
Hedge Amount Line item affected
Change in the value of
ineffectiveness reclassified from in statement of
the hedging instrument
Type of hedge recognised in cash flow profit and loss
recognised in other
statement of hedging reserve because of the
comprehensive income
Profit and loss to Profit and loss reclassification
31st March 2018
Cash flow hedge
i) Foreign exchange risk 0.72 - 2.39 Note 31- Revenue
from operation
Note 40 -
Other
expenses.
ii) Interest rate risk 27.91 - -
31st March 2017
Cash flow hedge
i) Foreign exchange risk - - -
ii) Interest rate risk 50.26 - -
Hedge effectivenss is determined at the inception of hedge relationship, and through periodic prospective
effectiveness assessment to ensure that an economic relationships exists between the hedged item and
hedging instruments. It is calculated by comparing changes in fair value of the hedged item, with the changes
in fair value of the hedging instrument.
Notes to the Consolidated Financial Statements
Note 43 (Contd..)
c) Movement in cash flow hedge reserve and costs of hedge reserve
H in Crore
Foreign Interest rate Total hedge
Derivative instruments
forward contracts swap reserve
exchange
i) Cash flow hedging reserve
As at 1 st April,2016
Add: Changes in fair value of foreign exchange
forward contracts - 50.26 50.26
Less: Amount reclassified to P&L - - -
Less: Deferred tax relating to above (net) - - -
As at 31st March 2017 - 50.26 50.26
Add: Changes in fair value of foreign exchange
forward contracts 3.11 27.93 31.04
Less: Amount reclassified to P&L (2.39) - (2.39)
Less: Deferred tax relating to above (net) (0.25) (13.25) (13.50)
Consideration 129.14
Net assets disposed off 24.27
Gain on sale before income
tax
and reclassification of foreign
currency translation reserve 104.87
Reclassification of foreign
currency translation reserve (0.28)
Income Tax (5.80)
Profit on sale after income 98.79
tax
Gain on disposal of a H in
subsidiary Crore
As at
Particulars
31st March, 2018
Consideration 20.86
Net assets disposed off (17.08)
Gain on disposal 3.78
There are no minimum funding The plan is of a final salary defined benefit
requirements for a gratuity plan in India. in nature which is sponsored by the
The trustees of the gratuity fund have a Company and hence it underwrites all the
fiduciary responsibility to act according to risks pertaining to the plan. In particular,
the provisions of the trust deed and rules. there is a risk for the Company that any
Since the fund is Income tax approved, the adverse salary growth or demographic
Company and the trustees have to ensure experience or inadequate returns on
underlying plan assets can result in an
that they are at all times fully compliant
increase in cost of providing these benefits to
with the relevant provisions of the Income
employees in future. Since the benefits are
Tax Act and Rules. Besides this if the
lump sum in nature the plan is not subject
Company is covered by the Payment of
to any longevity risks.
Gratuity Act, 1972 then the Company is
bound to pay the statutory minimum gratuity f. Charge to the profit or loss
as prescribed under this Act.
i Based on contribution
H in Crore
For the year ended For the year ended
Particulars
31st March, 2018 31st March, 2017
Employees’ Pension Scheme 28.58 27.56
Provident Fund 62.43 67.64
Others - ESIS, Labour welfare fund, etc. 8.51 3.34
99.52 98.54
g. Disclosures for defined benefit plans based on actuarial reports as on 31st March,
2018
H in Crore
2017 Gratuity
2018 Gratuity
Particulars (funded plan) (funded plan)
The sensitivity analyses presented above may not be representative of the actual change in the defined benefit
obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the
assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the
defined benefit obligation has been calculated using the projected unit credit method at the end of the
reporting period, which is the same as that applied in calculating the defined benefit obligation liability
recognised in the balance sheet.
h. The following table sets out the status of the provident fund plan and the amounts recognised in the
Group financial statements as on 31st March, 2018.
H in Crore
2018 Provident 2017 Provident
fund (funded plan) fund (funded plan)
i. Change in defined benefit obligation
Opening defined benefit obligation 764.86 654.84
Interest cost 66.64 56.90
Current service cost 41.85 42.37
Employee contribution 76.69 78.09
Liability transferred in 13.52 9.33
Benefits paid (101.86) (76.67)
Other experience adjustment 0.61 -
Liability at the end of the year 862.31 764.86
ii. Change in fair value of assets
Opening fair value of plan assets 778.14 664.83
Expected return on plan assets 66.64 56.90
Actuarial gain 0.32 3.28
Contributions by employer 118.53 120.47
Transfer of plan assets 13.52 9.33
Benefits paid (101.86) (76.67)
Other experience adjustment 0.04 -
Closing fair value of plan assets 875.33 778.14
iii. Amount recognised in balance sheet
Present value of obligations as at year end (862.31) (764.86)
Fair value of plan assets as at year end 875.33 778.14
Funded status (13.02) (13.28)
Net asset/(liability) recognised - -
Notes to the Consolidated Financial Statements
Note 48 : Employee benefits (Contd..)
h. The following table sets out the status of the provident fund plan and the amounts recognised in the Group
financial statements as on 31st March, 2018.
H in Crore
2018 Provident 2017 Provident
fund (funded plan) fund (funded plan)
iv. Expenses recognised in Statement of profit and loss
Current service cost 41.85 42.37
Interest cost 66.64 56.90
Expected return on plan assets (66.64) (56.90)
Total expense recognised in Statement of profit and loss 41.85 42.37
v. Actual return on plan assets
Expected return on plan assets 66.64 56.90
Actuarial gain on plan assets 0.32 3.28
Actual return on plan assets 66.96 60.18
vi. Asset information
Investment in PSU bonds 401.94 368.94
Investment in Government Securities 381.58 331.42
Bank Special deposit 15.58 15.58
Investment in other securities 36.30 24.39
Private Sector Bonds 4.00 4.00
Equity/Insurer Managed Funds/Mutual Funds 34.85 32.81
Cash and Cash Equivalents 1.08 1.00
Total Assets at the end of the year 875.33 778.14
vii. Principal Actuarial assumptions used
Discounted rate (per annum) 7.83% 7.64%
Expected rate of return on plan assets (per annum) 8.55% 8.65%
The estimates of future salary increases, considered in
Actuarial
valuation, take account of inflation, seniority, Promotion and 5.00% p.a. 5.00% p.a.
other relevant factors, such as supply and demand in
employment market.
viii. Experience adjustments
Defined benefit obligation 862.31 764.86
Plan assets (875.33) (778.14)
Deficit/(Surplus) (13.02) (13.28)
Experience adjustment on plan assets gain 0.32 3.28
The Company has implemented “ESOS 2013”, “ESOS 2013 - A” and “ESOS 2013 - B” as approved by the
Shareholders on 8th April 2013, 22nd August 2013 and 22nd August 2013 respectively. Details of the Options
granted during the year under the Scheme(s) are as given below:
No. of
Scheme details Grant date Exercise price (H) Vesting period Exercise period
options granted per option
ESOS 2013 - A 25-May-17 4,25,093 2.00 2 years 5 years from
Vesting date
ESOS 2013 - A 06-Nov-17 54,850 2.00 1 years 5 years from
Vesting date
Notes to the Consolidated Financial Statements
Note 49: Employee stock option Scheme (Contd..)
The options are granted at an exercise price, which is in accordance with the relevant SEBI guidelines in
force, at the time of such grants. Each option entitles the holder to exercise the right to apply for and seek
allotment of one equity share of H 2 each.
Weighted average share price for Options exercised during the year :
The Black Scholes valuation model has been used for computing weighted average fair value considering the
following inputs:
Particulars ESOS 2013 ESOS 2013 - A ESOS 2013 - B
The following table illustrates the number and weighted average exercise prices (WAEP) of ,and movements in,
share options during the year:
H in Crore
For the For the
year ended year ended
Principal
31st March, 31st March,
2018 2017
Minimum lease payment
D. Non-executive Directors
Cipla Foundation
Hamied Foundation (w.e.f. 3rd February
2016) Cipla Cancer & AIDS Foundation
Notes to the Consolidated Financial Statements
F. Trust over which entity has
control/significant influence
Note 51: Related party disclosures (Contd..)
H in Crore
Cipla Limited Employee’s Provident Fund Trust
Particulars 2018 2017
Cipla Limited Employee’s Gratuity Trust
31.30 23.30
Cipla Employees Stock Option Trust
F. Rent received
Cipla Health Employees Stock Option Trust Dr. Y.K. Hamied
(H 20,040/- in
Disclosure in respect of related parties both the year) 0.00 0.00
0.00 0.00
During the year, the following transactions were carried
G. Service charges paid
out with the related parties in the ordinary course of
Hamied Foundation 4.87 2.49
business:
4.87 2.49
H in Crore
Particulars 2018 2017
Note 52: Corporate social responsibility (CSR)
A. Investment - Equity expenditure
Stempeutics
Research Pvt. Ltd --------------- 2.57 The Company has incurred H 34.54 Crore (previous
B. Remuneration year H 29.53 Crore) towards CSR activities, as per
Dr. Y. K. Hamied .............2.03 2.02 Section 135 of the Companies Act, 2013, and Rules
Mr. M. K. Hamied ..............2.10 2.09 thereon. It is included in other expenses head in
Ms. Samina Vaziralli............4.83 3.90 the Statement of Profit and Loss. Amount spent on
Mr. Umang Vohra ...........14.67 13.66 construction/ aquisition of any assets is Nil during
Mr. S.Radhakrishnan.............4.03 4.06 the year.
Mr. Kedar Updhaye .............3.31 3.13 Gross amount required to be spent by the Company
Mr. Ashok Sinha ............0.47 0.51 during the year H 33.57 Crore (previous year H
Mr. Adil Zainulbhai ...........0.36 0.42 35.77 Crore.)
Ms. Punita Lal ............0.39 0.38
Ms. Naina Lal Kidwai...........0.40 0.43
Ms. Ireena Vittal .............0.41 0.14 Note: 53 - Exceptional items
Mr. Peter Lankau ............0.44 0.11
With respect to various notices of demand recevied
Dr. Peter Mugyenyi ............0.43 0.42
from the NPPA, Government of India on account of
Mr. Subhanu Saxena - 25.34 alleged overcharging in relation to products which
33.87 56.61
are not part of the writ proceedings in the Hon’ble
C. Contribution to provident fund and other fund Bombay High Court (refer note 46 B), based on
Cipla Employee recent correspondence with NPPA and notices
gratuity trust ..........28.00 52.02 received, the Company performed a thorough legal
Cipla Employee’s evaluation. Of the total demand received for such
Provident fund trust 41.85 42.37 products, basis the facts and legal advice, the
69.85 94.39 Company has recorded an additional provision of H
D. Purchase of goods 77.52 Crore in profit or loss for the year ended 31st
Stempeutics March, 2018, disclosed as exceptional item. The total
Research Pvt. Ltd 1.10 0.57 provision against these demands is H 93.94 Crore as
1.10 0.57 of 31st March, 2018.
E. Donations given
Cipla Foundation ..........31.30 16.50
Cipla Cancer and
Note: 54 - Other significant notes
AIDS foundation ---------------- 5.16
Hamied Foundation----------------- 1.64
(i) The Government of India introduced the Goods
and Service Tax (GST) with effect from 1st July
2017 which subsumes excise duty and
various other indirect taxes. As required
under Ind AS 18, revenue for
Notes to the Consolidated Financial Statements
the year ended 31st March 2018 are reported
1 Pharmaceuticals - This segment develops,
net of GST. The revenue for year ended 31st
manufactures, sells and distributes generic or
March 2018 includes excise duty up to 30 th
branded generic medicines as well as active
June 2017. Accordingly, income from pharmaceutical ingredients (“API”).
operations for the year ended 31st March 2018
and 31st March 2017 are not comparable. 2 New Ventures - This includes the operations of
the Company’s two wholly-owned subsidiaries,
(ii) Certain prior year amounts have been Cipla Health Ltd., a consumer healthcare
reclassified for consistency with the current year Company and Cipla BioTec Pvt. Ltd, which is
presentation. As a result, certain line items into the business of Biosimilars. This segment
have been amended in the financial statements. also includes CipTec (a division within the
These reclassifications had no effect on the Company) is to establish a strong Specialty
reported results of operations. Comparative business in US with significant focus on
figures have been adjusted to conform to the business development and evaluating investment
current year’s presentation. opportunities.
Inter Segment revenues are recognised at sales price. The same is based on market price and business risks. Profit
or loss on inter segment transfer are eliminated at the group level.
H in Crore
As some of the assets and liabilities are deployed interchangeably across segments, it is not practically
possible to allocate those assets and liabilities to each segment. Hence, the details of assets and liabilities
have not been disclosed in the above table.
The management also evaluates the Group revenue performance based on geographical segments. The
Group geographical segments are as follows:
1 India
2 United States of America
3 South Africa
4 Rest of the world
The geographical segments derives their revenues from the sale of pharmaceuticals products (generics,
speciality) and milestone payments. The management reviews revenue as the performance indicator, and does
not review the total assets and liabilities for each reportable segment.
The measurement of each segment’s revenues, expenses and assets is consistent with the accounting policies that
are used in preparation of the Group consolidated financial statements.
Year India United States of America South Africa Rest of the World Total
2018 5,999.12 2,819.39 2,589.24 3,811.50 15,219.25
2017 5,952.90 2,675.02 2,300.78 3,701.54 14,630.24
Year India United States of America South Africa Rest of the World Total
2018 5,423.58 2,981.47 2,065.00 642.72 11,112.77
2017 5,545.14 3,371.77 1,878.11 672.14 11,467.16
Note 56: Additional information as required under Schedule III of the Companies Act, 2013 of
the enterprises consolidated as Subsidiaries/Associates
Net Assets (Total Assets Share in profit or loss Share in other Share in total
less Total Liabilities) comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
Name of the entity
consolidated J in consolidated J in consolidated J in consolidated J
net assets Crore profit or loss Crore profit or loss Crore profit or loss in
Crore
2017-18 2017-18 2017-18 2017-18
Parent Company
Cipla Limited 99.06% 14,113.52 104.11% 1,468.52 0.63% 2.24 83.35% 1,470.76
Subsidiaries
Indian
Notes to the Consolidated Financial Statements
Note 56: Additional information as required under Schedule III of the Companies Act, 2013 of
the enterprises consolidated as Subsidiaries/Associates
Cipla Life Sciences Proprietary Net Assets (Total AssetsShare in profit or lossShare in otherShare in total
Limited 1.02% 145.22 0.03% 0.40 incomecomprehensive
less Total Liabilities)comprehensive 0.00% -
income 0.02% 0.40
Cipla-Medpro Proprietary As % ofAmount consolidatedJ
As % of
in consolidated profitAmount
or loss
As % of consolidated profitAmount
or loss
As % of consolidated profitAmount
or loss
Name of the entity
Limited 2.55% net assetsCrore
363.23 2.92% J in 2017-18
41.16 0.00% J in 2017-18 - 2.33% 41.16
2017-18 Crore Crore J in Crore
Cipla-Medpro Distribution Centre 2017-18
Proprietary Limited (0.01%) (0.81) (0.03%) (0.39) 0.00% - (0.02%) (0.39)
Cipla Medpro Botswana
Proprietary Ltd. 0.00% - 0.00% - 0.00% - 0.00% -
Cipla Nutrition Proprietary
Limited (0.20%) (28.47) 0.02% 0.32 0.00% - 0.02% 0.32
Cipla Vet Proprietary Limited 0.00% - 0.01% 0.10 0.00% - 0.01% 0.10
Anmarate Proprietary Limited 0.01% 0.73 (0.05%) (0.74) 0.00% - (0.04%) (0.74)
Medpro Pharmaceutica
Proprietary Limited 1.33% 189.37 5.21% 73.46 0.00% - 4.16% 73.46
Breathe Free Lanka (Pvt) Ltd 0.04% 5.28 0.14% 1.99 0.00% - 0.11% 1.99
Medica Pharmaceutical
Industries Company Limited 0.18% 25.28 (0.57%) (7.98) 0.00% - (0.45%) (7.98)
Al-Jabal For Drugs and Medical
Appliances Company Limited. 0.00% - 1.55% 21.82 0.00% - 1.24% 21.82
Cipla Pharma Lanka (Pvt) Ltd (0.02%) (3.49) 0.14% 1.98 0.00% - 0.11% 1.98
Cipla Pharma Nigeria Ltd 0.00% - 0.00% - 0.00% - 0.00% -
Cipla Brasil Importadora e
Distribuidora de Medicamentos
Ltda. 0.06% 8.10 (0.12%) (1.71) 0.00% - (0.10%) (1.71)
Cipla Maroc SA 0.10% 14.77 (0.29%) (4.02) 0.00% - (0.23%) (4.02)
Invagen Pharmaceuticals Inc. 10.86% 1,545.75 (15.29) (215.70) 1.71% 6.04 (11.88%) (209.66)
Cipla Middle East
Pharmaceuticals FZ-LLC 0.04% 5.75 4.96% 70.01 0.00% - 3.97% 70.01
Cipla Philippines Inc. 0.01% 0.99 (0.01%) (0.09) 0.00% - (0.01%) (0.09)
Cipla Algérie 0.00% 0.06 0.00% - 0.00% - 0.00% -
Cipla BioTec South Africa (Pty)
Ltd 0.00% - 0.00% - 0.00% - 0.00% -
Med Man Care Proprietary
Limited 0.00% - 0.00% - 0.00% - 0.00% -
Meditab Specialities New
Zealand Limited 0.00% - 0.00% - 0.00% - 0.00% -
Exelan Pharmaceuticals Inc. 0.01% 1.17 0.94% 13.20 0.00% - 0.75% 13.20
Cipla Technologies LLC (0.13%) (18.18) (1.50%) (21.21) 0.00% - (1.20%) (21.21)
Subtotal 19,391.57 2,246.68 9.93 2,256.61
Inter-Company Elimination and
Consolidation Adjustments 33.86% (4,819.56) (59.51%) (839.41) 86.03% 304.52 (30.31%) (534.89)
Minority Interest in Subsidiaries (2.46%) (352.44) 0.43% 6.04 11.17% 39.54 2.58% 45.58
Share of Profit in Associates 0.08% 9.62 (0.20%) (2.78) 0.00% - (0.16%) (2.78)
Grand Total 14,229.19 1,410.53 353.99 1,764.52
Notes to the Consolidated Financial Statements
Note 56: Additional information as required under Schedule III of the Companies Act, 2013 of
the enterprises consolidated as Subsidiaries/Associates (Contd..)
Net Assets (Total Assets less Share in profit or loss Share in other Share in total
Total Liabilities) comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
Name of the entity
consolidated J in consolidated J in consolidated J in consolidated J in
net assets Crore profit or loss Crore profit or loss Crore profit or loss Crore
2016-17 2016-17 2016-17 2016-17
Parent
Cipla Limited 102.05% 12800.51 97.56% 981.87 4.14% 6.93 84.25% 988.80
Subsidiaries
Indian
Golden Cross Pharma Private
Limited 2.15% 270.15 1.96% 19.70 0.12% 0.20 1.70% 19.90
Meditab Specialities Private
Limited 1.48% 185.44 (3.34%) (33.58) 0.23% 0.39 (2.83%) (33.19)
Jay Precision Pharmaceuticals
Private Limited 0.78% 97.61 2.60% 26.14 0.07% 0.11 2.24% 26.25
Four M Propack Private Limited 0.00% 0.00 0.12% 1.18 0.00% 0.00 0.10% 1.18
Medispray Laboratories Private
Limited 1.49% 186.62 3.34% 33.66 0.00% 0.00 2.87% 33.66
Sitec Labs Private Limited 0.20% 24.57 0.11% 1.08 (0.08%) (0.14) 0.08% 0.94
Cipla Biotec Private Limited 0.83% 104.22 (24.69%) (248.48) (0.04%) (0.07) (21.18%) (248.55)
Cipla Health Limited 1.05% 132.09 (3.01%) (30.28) 0.02% 0.04 (2.58%) (30.24)
Foreign
Cipla FZE 0.19% 23.98 0.00% (0.01) 0.00% 0.00 0.00% (0.01)
Cipla (Mauritius) Limited 1.12% 139.99 (0.01%) (0.13) 0.00% 0.00 (0.01%) (0.13)
Cipla Medpro South Africa
Proprietary Limited (0.03%) (4.10) (29.16%) (293.49) 0.00% 0.00 (25.01%) (293.49)
Cipla Holding BV 1.18% 147.92 (0.11%) (1.13) 0.00% 0.00 (0.10%) (1.13)
Cipla EU Limited 1.98% 248.32 3.82% 38.47 12.69% 21.22 5.09% 59.69
Saba Investment Limited 2.06% 258.46 0.57% 5.74 0.00% 0.00 0.49% 5.74
Cipla (UK) Limited 0.01% 1.75 0.01% 0.12 0.00% 0.00 0.01% 0.12
Cipla Australia Pty Ltd 0.02% 2.87 0.04% 0.43 0.00% 0.00 0.04% 0.43
Meditab Holdings Limited 2.49% 312.27 2.23% 22.40 0.00% 0.00 1.91% 22.40
Meditab Specialities New
Zealand Limited 0.00% 0.00 0.00% (0.03) 0.00% 0.00 0.00% (0.03)
Cipla İlaç Ticaret Anonim Şirketi 0.00% 0.27 0.01% 0.09 0.00% 0.00 0.01% 0.09
Cipla USA Inc. 0.25% 30.81 2.43% 24.49 0.00% 0.00 2.09% 24.49
Cipla Kenya Limited 0.00% 0.43 0.02% 0.21 0.00% 0.00 0.02% 0.21
Cipla Malaysia Sdn. Bhd. 0.01% 1.54 0.03% 0.33 0.00% 0.00 0.03% 0.33
Cipla Europe NV 0.45% 56.93 0.20% 2.00 0.00% 0.00 0.17% 2.00
Cipla Quality Chemical Industries
Limited 1.98% 248.26 8.13% 81.77 0.00% 0.00 6.97% 81.77
Quality Chemicals Limited 0.09% 10.92 0.92% 9.28 0.00% 0.00 0.79% 9.28
Cipla Croatia d.o.o. 0.03% 4.18 (0.04%) (0.45) 0.00% 0.00 (0.04%) (0.45)
Galilee Marketing Proprietary
Limited 0.00% 0.00 0.00% 0.01 0.00% 0.00 0.00% 0.01
Inyanga Trading 386 Proprietary
Limited 0.28% 34.67 1.07% 10.75 0.00% 0.00 0.92% 10.75
Notes to the Consolidated Financial Statements
Note 56: Additional information as required under Schedule III of the Companies Act, 2013 of
the enterprises consolidated as Subsidiaries/Associates (Contd..)
Net Assets (Total Assets Share in profit or loss Share in other Share in total
less Total Liabilities) comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
Name of the entity
consolidated J in consolidated J in consolidated J in consolidated J in
net assets Crore profit or loss Crore profit or loss Crore profit or loss Crore
2016-17 2016-17 2016-17 2016-17
Xeragen Laboratories
Proprietary Limited 0.04% 5.59 0.00% 0.00 0.00% 0.00 0.00% 0.00
Cipla Medpro Holdings
Proprietary Limited 0.00% 0.04 27.50% 276.77 0.00% 0.00 23.58% 276.77
Cape to Cairo Exports
Proprietary Limited 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00
Cipla Agrimed Proprietary
Limited 0.46% 57.30 0.89% 8.95 0.00% 0.00 0.76% 8.95
Cipla Dibcare Proprietary Limited 0.00% 0.19 0.00% 0.00 0.00% 0.00 0.00% 0.00
Cipla Life Sciences Proprietary
Limited 1.00% 125.88 0.02% 0.18 0.00% 0.00 0.02% 0.18
Cipla-Medpro Proprietary
Limited 2.20% 275.71 3.69% 37.17 0.00% 0.00 3.17% 37.17
Cipla-Medpro Distribution Centre
Proprietary Limited 0.00% (0.33) (0.04%) (0.37) 0.00% 0.00 (0.03%) (0.37)
Cipla Medpro Botswana
Proprietary Limited 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00
Cipla Medpro Research and
Development Proprietary Ltd. 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00
Cipla Nutrition Proprietary
Limited (0.20%) (25.07) (0.85%) (8.58) 0.00% 0.00 (0.73%) (8.58)
Cipla Vet Proprietary Limited 0.40% 49.86 0.85% 8.55 0.00% 0.00 0.73% 8.55
Medpro Pharmaceutica
Proprietary Limited 0.74% 93.03 0.26% 2.61 0.00% 0.00 0.22% 2.61
Breathe Free Lanka (Pvt) Ltd 0.03% 3.35 (0.01%) (0.12) 0.00% 0.00 (0.01%) (0.12)
Cipla Canada Inc. 0.00% 0.00 (1.80%) (18.09) 0.00% 0.00 (1.54%) (18.09)
Medica Pharmaceutical
Industries Company Limited 0.26% 33.19 (0.78%) (7.88) 0.00% 0.00 (0.67%) (7.88)
Al-Jabal For Drugs and Medical
Appliances Company Limited. 0.82% 103.23 5.44% 54.76 0.00% 0.00 4.67% 54.76
Cipla Pharma Lanka (Pvt) Ltd (0.04%) (5.55) 0.05% 0.52 0.00% 0.00 0.04% 0.52
Cipla Pharma Nigeria Ltd 0.00% 0.20 0.00% 0.00 0.00% 0.00 0.00% 0.00
Cipla Brasil Importadora e
Distribuidora de Medicamentos
Ltda. 0.08% 10.32 (0.09%) (0.91) 0.00% 0.00 (0.08%) (0.91)
Cipla Maroc SA 0.06% 7.61 0.05% 0.46 0.00% 0.00 0.04% 0.46
Invagen Pharmaceuticals Inc. 18.01% 2258.74 8.30% 83.51 17.36% 29.04 9.59% 112.55
Cipla Middle East
Pharmaceuticals FZ-LLC 0.00% 0.12 (0.01%) (0.14) 0.00% 0.00 (0.01%) (0.14)
Cipla Philippines Inc. 0.01% 1.15 (0.01%) (0.09) 0.00% 0.00 (0.01%) (0.09)
Cipla Algérie 0.00% 0.06 0.00% 0.00 0.00% 0.00 0.00% 0.00
Cipla BioTec South Africa (Pty)
Ltd 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00
Notes to the Consolidated Financial Statements
Note 56: Additional information as required under Schedule III of the Companies Act, 2013 of
the enterprises consolidated as Subsidiaries/Associates (Contd..)
Net Assets (Total Assets less Share in profit or loss Share in other Share in total
Total Liabilities) comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
Name of the entity
consolidated J in consolidated J in consolidated J in consolidated J in
net assets Crore profit or loss Crore profit or loss Crore profit or loss Crore
2016-17 2016-17 2016-17 2016-17
As per our report of even date For and on behalf of the Board of Directors
S on
h
u en o
b 31 l
s .0 d
i 3. su i
d 20 bs n
i 18 idi g
a
r
y M
C aki
o
ng
m
p
a
a dif
n fer
y en
1
ce
to
pat
Cipla (EU) ien
Limited ts.
GBP Ou
r
92.2775 ins
pir
267.60 ati
on
for
184.10
inn
ov
2,244.73 ati
on.
1,793.03
86.16
139.02-
139.02-
100% U.K.
2 Cipla (Mauritius) Limited USD 65.1750 104.28 0.09 104.42 0.05 - - (0.15) - (0.15) - 100%
Mauritius
3 Cipla (UK) Limited GBP 92.2775 1.38 0.80 2.18 - - 1.77 0.18 0.01 0.17 - 100%
U.K.
4 Cipla Australia Pt Ltd AUD 50.0450 1.25 2.40 32.74 29.09 - 47.53 1.10 0.35 0.75 - 100%
Australia
5 Cipla FZE AED 17.7450 - - - - - - (0.01) - (0.01) - 100%
U.A.E.
6 Cipla İlaç Ticaret Anonim
Şirketi TRY 16.4577 0.08 0.24 0.46 0.14 - 1.17 0.09 0.02 0.07 - 100%
Turkey
7 Cipla Kenya Limited KES 0.6466 0.01 0.93 64.47 63.53 - 41.39 0.90 0.41 0.49 - 100%
8 Cipla Malaysia Sdn. Bhd. MYR 16.8675 0.98 1.22 2.77 0.57 - 17.46 0.52 0.12 0.40 - 100%
Malaysia
9 Cipla USA Inc. USD 65.1750 0.00 37.52 743.59 706.07 - 1,484.01 45.43 38.95 6.48 - 100%
10 Cipla Medpro South Africa
Proprietary Limited ZAR 5.5775 0.25 141.57 338.87 197.05 - 965.43 333.10 53.24 279.86 - 100%
South Africa
11 Cape to Cairo Exports
Proprietary Limited ZAR 5.5775 0.00 - 0.00 0.00 - - - - - - 100%
South Africa
12 Cipla Dibcare Proprietary
Limited ZAR 5.5775 0.00 0.22 0.22 - - - - - - - 100%
South Africa
13 Cipla Life Sciences
Proprietary Limited ZAR 5.5775 0.00 145.22 145.22 - - 0.59 0.54 0.14 0.40 - 100%
South Africa
14 Cipla-Medpro Proprietary
Limited ZAR 5.5775 0.00 363.23 366.38 3.15 - 46.54 56.04 14.88 41.16 - 100%
South Africa
15 Cipla-Medpro Distribution
Centre Proprietary Limited ZAR 5.5775 0.00 (0.81) 17.77 18.58 - 48.37 - 0.39 (0.39) - 100%
South Africa
16 Galilee Marketing Proprietary
Limited ZAR 5.5775 0.00 (0.00 ) - - - - - - - - 100%
South Africa
17 Inyanga Trading 386
Proprietary Limited ZAR 5.5775 0.00 53.77 53.77 0.00 - - 169.64 8.04 161.60 - 100%
South Africa
18 Medpro Pharmaceutica
Proprietary Limited ZAR 5.5775 0.00 189.37 1,287.45 1,098.08 - 1,227.00 104.27 30.81 73.46 - 100%
South Africa
19 Cipla Nutrition Proprietary
Limited ZAR 5.5775 0.00 (28.47 ) 0.28 28.75 - 1.22 0.32 - 0.32 - 100%
South Africa
20 Med Man Care Proprietary
Limited ZAR 5.5775 - - - - - - - - - - 100%
South Africa
21 Xeragen Laboratories
Proprietary Limited ZAR 5.5775 0.00 6.43 6.43 - - - - - - - 100%
South Africa
22 Cipla Medpro Botswana
Proprietary Limited ZAR 5.5775 0.00 - 0.00 - - - - - - - 100%
South Africa
23 Cipla Medpro Holdings
Proprietary Limited ZAR 5.5775 0.00 0.00 0.00 - - - (0.03) 0.00 (0.03) - 100% South
Africa
24 Cipla Holding BV EUR 80.8075 174.03 (3.38) 175.00 4.35 - 10.76 (0.22) 0.05 (0.27) - 100%
Netherlands
25 Cipla Europe NV EUR 80.8075 57.37 7.82 311.65 246.46 - 123.67 (0.58) 0.87 (1.45) - 100%
Belgium
Salient Features of Financial Statements of Subsidiaries and Associates
Statement pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-1
related to Subsidiaries and Associate Companies
ExR nvP
Sr o
N e es Tur ro
rof Pr
. f
a haotrnofit
No tm v
m re alov be
. en af
e Ca Lieri te
Sur
s
pi ab* s
oti h
ta ilit
heo a
o l ie n
r
f s tio
th e
t
anor at
h
Ta
e
vexa h
o
on l
S
en d
u
i
b 31 n
s .0
g
i 3. su
d 20 bs
i 18 idi
a
r
y
C
o
m
p
a
n
y
Country
303
Salient Features of Financial Statements of Subsidiaries and Associates / Glossary of Abbreviations
Making a difference to patients. Our inspiration for innovation.
304
Annual Report 2017-18
Onco-BCG Oncology -Bacillus Calmette- SAHPRA South African Health Products
Guerin OPD Out Patient Department Regulatory
OPEX Operating Expense Authority SCI Spinal Cord Injury
OSD Oral Solid Dosages SEBI Securities and Exchange Board of
OTC Over The Counter India
PADER Periodic Adverse Drug Experience Single Single crystal X-ray Diffraction
Reports crystal XRD
PAH Pulmonary Arterial Hypertension SKU Stock Keeping Units
NOTICE is hereby given that the 82 nd Annual General 4. To re-appoint Ms. Samina Vaziralli as director liable to
Meeting of Cipla Limited will be held on Thursday, retire by rotation:
30th August, 2018 at 3.00 p.m. (IST) at Nehru Centre
“Resolved that Ms. Samina Vaziralli (DIN:
Auditorium, Discovery of India Building, Dr. Annie
00027923), who retires by rotation and being
Besant Road, Worli, Mumbai – 400 018 to transact
eligible offers herself for re-appointment, be
the following businesses:
and is hereby re-appointed as director of the
Company liable to retire by rotation.”
Ordinary Business(es):
To consider and if thought fit to pass resolution no. 1 to 4 Special Business(es):
as ordinary resolutions.
To consider and if thought fit to pass resolution no. 5
1. To receive, consider and adopt the standalone financial to 10 as special resolutions and resolution no. 11 and
statement of the Company for the financial year ended 12 as ordinary resolutions:
31st March, 2018 and the reports of the Board of
5. To alter the Memorandum of Association:
Directors and Auditors thereon:
“Resolved that pursuant to sections 4 and 13 of
“Resolved that the audited standalone financial
the Companies Act, 2013 and the rules made
statement of the Company for the financial
thereunder and other applicable provisions, if
year ended 31st March, 2018 and the reports of
any, and subject to any approvals or
the Board of Directors and Auditors thereon as
permissions as may be required from relevant
circulated to the members with the notice of
authorities and such modifications as may be
the Annual General Meeting and submitted to
prescribed by such authorities and which may
this meeting be and are hereby received,
be agreed to by the Board of Directors, the
considered and adopted.”
following Clauses of the Memorandum of
2. To receive, consider and adopt the consolidated Association, be and are hereby amended in the
financial statement of the Company for the financial following manner:
year ended 31st March, 2018 and the report of the
Auditors thereon: a) The existing Clause II be substituted by the
following new Clause II:
“Resolved that the audited consolidated
financial statement of the Company for the “The registered office of the Company will be
financial year ended 31st March, 2018 and the situated in the State of Maharashtra”
report of Auditors thereon as circulated to the b) The existing Clause III be divided into two
members with the notice of the Annual General parts that is (A) Main Objects to be pursued
Meeting and submitted to this meeting be and by the Company on its incorporation and (B)
are hereby received, considered and adopted.” Matters which are necessary for furtherance
of the Main Objects, and be substituted by the
3. To declare dividend on equity shares:
following Clause III:
“Resolved that on the recommendation of the
“(A) The Main objects to be pursued by the
Board of Directors a final dividend of H 3
Company on its incorporation are:
(Rupees Three only) per equity share of the
Company be and is hereby declared for the (1) To carry on in India or anywhere in the
financial year ended 31st March, 2018.” world, the business of manufacturing,
developing, producing, buying, selling,
importing,
Notice
03
(4) To carry on or provide services or takeover either whole or part of any
pertaining to testing of business, undertakings, units, assets,
products, chemicals, goodwill, patents, properties, rights,
pharmaceutical ingredients or liabilities of any person including firm,
items of similar nature, or to limited liability partnership, association
conduct clinical and bio- of persons, body corporate or any other
equivalence studies, or to entity, whether in India or abroad,
undertake tests and including by way of participation, in
experiments, scientific and bidding, e-tendering or auctioning in
technical investigations, relation to, inter-alia, distressed asset
analytical, research and sale or by any other mechanism
innovation work of all kinds and instituted by the Government for
descriptions in India or abroad in disposing off the assets including stressed
connection with the business of assets or otherwise and to conduct,
the Company. make or carry into effect any
02
arrangement in regard to the liquidation, facilities from any bank, financial institution,
or dissolution, or winding up of the body corporate or any other person, whether
business of any such person(s). in India or abroad, at interest or otherwise,
in such a manner as the Company may think
(4) To enter into any scheme of
arrangement, amalgamation, merger,
demerger or restructuring and to
amalgamate, merge, demerge, or
otherwise restructure with any person
including firm, limited liability
partnership, association of persons,
body corporate, foreign company,
subsidiaries, associates, joint ventures or
any other entity.
(9) Without prejudice to generality of (12) To apply for and participate in any
the sub- clause mentioned herein tender, bidding process or registration
above, to mortgage, hypothecate, with Government bodies for the supply
pledge, or create charge on the of medicines or to otherwise acquire
whole or any part of the property, any Government contracts or
assets, rights, interest, lien, titles or concessions in relation to the supply of
revenue or profits of the Company, medicines and to
whether present or future,
including its uncalled capital or to
transfer or convey the same
absolutely or in trust and to give
the mortgage-holder, charge-
holder or pledge-holder, power to
sell, assign, exchange, grant leases,
licenses easements and improve,
manage, develop and turn to
account, or otherwise dispose of or
deal with in any manner the whole
or any part of the properties, assets,
investments, undertaking(s), rights,
concessions and effects of the
Company in such manner as the
Company may think appropriate
and to guarantee performance of
contracts or obligations of all
kinds.
undertake and fulfil requirements on being business of the Company, for employees or
successfully awarded supply contracts. others.
(13) To apply for, register, purchase, or (16) To donate, give, gift, subscribe or
otherwise acquire, sell, dispose of, contribute or otherwise to assist in cash
transfer, exchange, use, exercise,
develop, protect, prolong and renew,
procure, grant license or permit use of
any patents, brevet d’ inventions,
formula, new product, trademarks, trade
names, designs, know-how, trade-secrets,
licences, concessions, or the like
conferring exclusive or non-exclusive or
limited right to use the same or any
secret or information as to any invention
or process of manufacture which may
seem capable or being used for the
purposes of the business, and to do all
such acts, deeds and things as may be
necessary in furtherance of the above.
05
or in kind or to guarantee members and others.
money or property of any kind
and description, to any (21) To do all or any of the above things
charitable, benevolent, in India or any part of the world as
religious, political, scientific principal, agent, contractor, trustee or
institution, club, society, otherwise and either alone or in
research association, fund, conjunction with other(s) and to
university, college or members undertake the management of the other
and public in general or for such company or companies and to carry on
other useful objects, including the business, and to act as merchants,
incurring expenditure for traders, commission agents, adatias,
promoting and/or sponsoring selling agent, purchasing agent,
activities as a part of corporate muccadums, carriers, jatha merchants,
social responsibility. landing and forwarding agent, broker,
importers, and exporters, and to import,
(17) To remunerate any person export, buy, sell, barter, exchange, make
including firm, limited liability advances upon or otherwise deal in
partnership, association of
person, body corporate or any
other entity, whether in India or
abroad, for services rendered or
to be rendered in placing, or
assisting to place, or
guaranteeing the placing of any
of the shares in the Company’s
capital, or any debentures,
debenture-stock, or other
securities of the Company or in
the conduct of its business as
will be conducive to the
attainment of the objects of the
Company.
04
goods, produce, articles, and merchandise (27)To institute, conduct, defend or compound
of all kinds and description. any legal proceedings by or against the
Company or its holding, subsidiary or
(22)To advertise or adopt such means of associate, joint venture or affiliates or
making known the Company, its brand or officers thereof or otherwise concerning
its business activities or any articles or
goods traded in or dealt with by the
Company in any way as may be
expedient whether electronic, print,
digital or social media, press, public
places and theatres, radio, television,
circular, purchase and exhibition or work
of arts or interest, or by any other mode
including conducting of competitions,
exhibitions and giving of prizes, rewards
and donations and to print and publish,
or have printed and published, journals,
periodicals, newspapers, books, booklets,
pamphlets, handbills, and
advertisement materials.
meeting, be and is hereby approved and foreign currency convertible bonds (the FCCBs),
adopted as the Articles of Association of the fully convertible debentures / partly convertible
Company in the place and to the exclusion and debentures, non-convertible debentures (the NCDs)
substitution of the existing Articles of
Association of the Company.
regulatory institution including any conditions desirable and to obtain any approvals, permissions,
as may be prescribed in granting such sanctions which may be necessary or desirable, as it may
approvals or permissions by such governmental deem fit or as the Board may suo moto decide in
body, authority or regulatory institution, the
Board be and is hereby authorised to finalise the
structure of the proposed Securities and all the
terms and conditions in respect thereof and
further, the Board, in its absolute discretion, be
and is hereby authorised to dispose of such
Securities that are not subscribed in such
manner as it may deem fit.
09
its absolute discretion in the best currency(ies), up to an aggregate amount not
interests of the Company.” exceeding H 2000 crore or equivalent thereof,
in one or more foreign currency(ies)
8. To authorise issuance of debt securities upto (collectively, the Eligible Debt Securities) either
H 2000 crore:
on a private placement basis or pursuant to a
“Resolved that pursuant to the public issue of such Eligible Debt Securities to
provisions of sections 23, 42, 71 and eligible investors whether onshore or offshore
other applicable provisions, if any, of to any number of such eligible investors as
the Companies Act, 2013, as amended permitted by applicable laws (such eligible
(the Act), and the rules made investors shall be hereinafter referred to as the
thereunder, the Foreign Exchange Investors), who would be willing to invest in or
Management Act, 1999, as amended, subscribe to such Eligible Debt Securities, at
and rules and regulations made such time or times and on such terms and
thereunder, the Securities and conditions including issue price (inclusive of
Exchange Board of India Act, 1992, such discount or premium to market price or
as amended and rules and prices), security, rate of
regulations made thereunder, the
enabling provisions of the
Memorandum and Articles of
Association of the Company, and in
accordance with the rules, regulations,
guidelines, notifications, circulars and
clarifications issued thereon from
time to time by the Government of
India (GOI), the Reserve Bank of India
(RBI) and the Securities and Exchange
Board of India (SEBI) and/ or any other
competent authorities, whether in
India or abroad, and subject to
necessary approvals, permissions,
consents and sanctions of concerned
statutory and other authorities (if
required) and subject to such
conditions and modifications as may be
prescribed by any of them while
granting such approvals, permissions,
consents and sanctions and which may
be agreed to by the Board of
Directors of the Company
(hereinafter referred to as the Board,
which term shall include any
Committee thereof, constituted by
the Board to exercise the powers
conferred by this resolution), consent
of the Company is hereby granted to
the Board to create, offer, issue and
allot secured / unsecured, fully paid,
listed / unlisted, rated / unrated,
redeemable
/ non-redeemable, transferable / non-
transferable,
senior / subordinated non-convertible
debentures (including in form of bonds
or otherwise) or bonds in one or more
series and/or in one or more
tranches, whether denominated in
Indian Rupee and/or foreign
08
interest, tenure, end use of proceeds, etc., as Documents (the Ancillary Documents) as may be
may be decided by the Board at its absolute necessary or required for the aforesaid purpose
discretion, considering the prevailing market including to sign and/or dispatch all forms, filings,
conditions, other relevant factors and in documents and notices to be signed, submitted
accordance with the applicable laws. and/or dispatched
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND
VOTE AT THE ANNUAL GENERAL MEETING
(AGM) IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE ON POLL INSTEAD OF
HIMSELF AND A PROXY IN ORDER TO BE
EFFECTIVE NEED NOT BE A MEMBER OF THE
COMPANY. A person can act as a proxy on
behalf of members not exceeding fifty and
holding in the aggregate not more than ten
percent of the total share capital of the
Company carrying voting rights. A member
holding more than ten percent of the total share
capital of the Company carrying voting rights
may appoint a single person as a proxy and
such person shall not act as a proxy for any
other person or shareholder.
1
Notice
1
Karvy Computershare Private Limited of shares.
(Unit: Cipla Limited)
Karvy Selenium Tower B, Plot No.: 31 & 32, 10. All unclaimed dividends up to the financial year
Gachibowli, Financial District, Nanakramguda, ended 31st March, 1995 have been transferred to
Serilingampally, Hyderabad, Telangana – 500 032 the General Revenue Account of the Central
Tel: (040) 6716 2222 / 6716 1511; Fax: (040) 2300 1153 Government. Members who have not encashed
b. Enter login credentials (i.e. User ID and i. Voting has to be done for each item of
the Notice separately. In case you do
password mentioned in the email). The
not desire to cast your vote on any
Electronic Voting Event Number + Folio
specific item it will be treated as
No. or DP ID Client ID will be your User
abstained.
ID. However, if you are already
registered with Karvy for e-voting, you j. You may then cast your vote by
can use your existing User ID and selecting an appropriate option and click
password for casting your vote. on “Submit”.
k. A confirmation box will be displayed. Click
’OK’ to confirm else ’CANCEL’ to modify.
Once you confirm, you will not be allowed
to modify your vote. During the voting
period,
members can login any number of times
Nanakramguda, Serilingampally,
till they have voted on the resolution(s).
Hyderabad, Telangana - 500 032
l. Corporate / Institutional Members (i.e. Telephone Number: (040) 6716 2222
other than Individuals, HUF, NRI, etc.) Email: subrahmanyam.mrv@karvy.com
are also required to send scanned
certified true copy (PDF Format) of the 4. The Scrutiniser’s decision on the validity of
Board Resolution the votes shall be final and binding.
/ Power of Attorney / Authority Letter,
etc., together with attested specimen 5. The Scrutiniser, after scrutinising the votes
signature(s) of the duly authorised cast through remote e-voting and InstaPoll,
representative(s), to the Scrutiniser at e- not later than 48 hours from the conclusion
mail ID: ciplascrutinizer@ gmail.com. They of the AGM, make a scrutinizer’s report and
may also upload the same in the e-voting
submit the same to the Chairman or any
module in their login. The scanned
authorised person who shall countersign
image of the abovementioned
the same.
documents should be in the naming
format ’Corporate Name_EVENT NO’.
6. The results on resolutions shall be declared
B. In case a member receives physical copy of the on or after the AGM of the Company and
Notice of AGM: the resolutions will be deemed to be passed
on the AGM date subject to receipt of the
a. Launch internet browser by typing the URL:
https://evoting.karvy.com requisite number of votes in favour of the
resolutions.
b. Enter the login credentials (i.e. User ID
and password mentioned in the electronic 7. The results declared along with the
voting form). scrutiniser’s report shall be placed on the
website of the Company i.e. www.cipla.com
c. Please follow all steps from (c) to (l) as
under Investor Information section and on
mentioned in 1A above, to cast your vote.
the website of Karvy
2. Once the vote on a resolution is cast by a i.e. https://evoting.karvy.com. The results shall
member, the member will not be allowed to also be communicated to the Stock Exchanges.
change it subsequently or cast the vote
again. 8. The Register of Directors and Key Managerial
Personnel and their shareholding maintained
3. In case of any query / grievance pertaining
under section 170 of the Act, Register of
to electronic voting, please visit Help & FAQs
section available at Karvy’s website Contracts or Arrangements in which directors
https://evoting. karvy.com or contact Mr. MRV are interested under section 189 of the Act, the
Subrahmanyam. Contact details of Mr. MRV Certificate from Auditors of the Company under
Subrahmanyam are as follows: regulation 13 of the SEBI (Share Based
Employee Benefits) Regulations, 2014 and other
Mr. MRV Subrahmanyam
relevant documents referred to in the Notice
General Manager
Karvy Computershare Private Limited and the accompanying statement are open
(Unit: Cipla Limited), for inspection at the Registered Office of the
Karvy Selenium Tower B, Plot No.: 31 & 32, Company on all working days (Monday to
Gachibowli, Financial District, Friday) between 11.00 a.m. to 1.00 p.m. up to
and including the date of the AGM and will
also be available for inspection at the venue
of the AGM.
STATEMENT SETTING OUT ALL MATERIAL FACTS CONCERNING THE BUSINESS(ES) TO BE
DEALT AT THE ENSUING ANNUAL GENERAL MEETING AS STATED IN THE NOTICE DATED
22nd MAY, 2018:
[Pursuant to Section 102 of the Companies Act, 2013]
Mr. M. K. Hamied
Please complete this Attendance Slip and hand it over at the entrance of the meeting hall
Folio No.:________ ___________ _ DP ID No.: ________ _______ _ Client ID No.: ______________ ____ _
Name/s: ______________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ___________ _
(1st name)
I/We record my/our presence at the 82nd Annual General Meeting of the Company at Nehru Centre Auditorium,
Discovery of India Building, Dr. Annie Besant Road, Worli, Mumbai – 400 018 on Thursday, 30th August, 2018.
RACE COURSE
GANAPATIRAO KADAM MARG
NEHRU SCIENCE
CENTER
DISCOVERY OF INDIA
PLANETARIUM
PATEL STADIUM BUS STOP
LALA LAJPATRAI MARG
NEHRU CENTER
ACHARYA ATRE CHOWK DR. ANNIE BESANT ROAD HAJI ALI
(WORLI NAKA)
BUS STOP
Venue: Nehru Centre Auditorium, Discovery of India Building, Dr. Annie Besant Road, Worli, Mumbai – 400 018
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the member(s): ______________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ _____ _
Registered address: ________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____ _
Email: ______________ ____________ ____________ ____________ _________ _ Folio No/Client ID and DP ID No.: ______________ ____________ _ _
I/We, being the member(s) of _______________shares of the abovenamed Company, hereby appoint:
1. ________ ____________ ____________ ____________ ____________ ____________ _______ _of ______________ ____________ ____________ ___________ _
2. ______________ ____________ ____________ ____________ ____________ ____________ _of ______________ ____________ ____________ ____________ _
3. ______________ ____________ ____________ ____________ ____________ ___________ _of ______________ ____________ ____________ ____________ _ _
and whose signature(s) are appended as my/our proxy to attend and vote (on a poll) for me/us and on
my/our behalf at the 82nd Annual General Meeting of the Company, to be held on Thursday, 30th August, 2018 at
3.00 p.m. at Nehru Centre Auditorium, Discovery of India Building, Dr. Annie Besant Road, Worli, Mumbai –
400 018 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution Resolution For Against
Number
11 To ratify remuneration of the cost auditors for the financial year 2018-19
______________________________________
______________________________________ ______________________________________
Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder
Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting.
2. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote
on poll instead of himself and proxy need not be a member of the Company.
3. Pursuant to the provisions of section 105 of the Companies Act, 2013 read with the Companies
(Management and Administration Rules), 2014, a person can act as a proxy on behalf of members not
www.sapprints.com
exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the
Company carrying voting rights. A member holding more than ten percent of the total share capital of
the Company carrying voting rights may appoint a single person as proxy and such person shall not
act as a proxy for any other person or shareholder.
4. Notwithstanding the above, the Proxies can vote on such other items which may be tabled at the
meeting by the shareholders present.
Notes
www.kalolwala.co.in
creative consultant K&A |
Cipla Limited
Cipla House, Peninsula Business Park,
Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400013
Tel: (022) 2482 6000; Fax: (022) 2482 6120
Email: contactus@cipla.com; Website: www.cipla.com
Corporate Identity Number: L24239MH1935PLC002380