158 The criteria for determining qualification, positive
attributes and independence of a director are given
in the Nomination, Remuneration and Board Diversity
Policy, disclosed as Annexure E to the Report on
Corporate Governance. During the year, the Board, on
the recommendation of the NRC, amended the policy
twice to add the evaluation criteria while appointing
any Key Managerial Personnel or Senior Management
Personnel, and to modify the sitting fees for non-
executive directors.
As on 31st March, 2021, the Company has the following
Key Managerial Persons (KMP) as per Section 2(51) of
the Act:
Sr. Key Managerial Designation
No Personnel
Executive Vice-
1 Ms Samina Hamied
Chairperson
Managing Director and
2 Mr Umang Vohra Global Chief Executive
Officer
Global Chief Financial
3 Mr Kedar Upadhye
Officer
Company Secretary
4 Mr Rajendra Chopra
and Compliance Officer
Except Dr Peter Mugyenyi and Mr S Radhakrishnan,
none of the other directors, including the Managing
Director and Global CEO and the Whole-Time Director,
received any remuneration or commission from any of
the Company’s subsidiaries.
Declaration by Independent Directors
All independent directors have submitted requisite
declaration confirming that they (i) continue to meet
the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations; and (ii) are compliant of the Code
of Conduct laid down under Schedule IV of the Act.
All the directors have confirmed that they are not
debarred from holding the office of director by virtue
of any SEBI order or any other such authority.
Board Committees and Number of Meetings
of the Board and Board Committees
The Board has following committees:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Corporate Social Responsibility Committee
iv) Stakeholders Relationship Committee
Caring For Life
Building a sustainable future
v) Investment and Risk Management Committee
vi) Operations and Administrative Committee
The Board constituted one special committee i.e.
Committee of Independent Directors pursuant to the
requirement of the SEBI Circular No. SEBI/HO/CFD/
DIL1/CIR/P/2020/249 dated 22nd December 2020.
All the independent directors were appointed as the
members of the Committee.
All the recommendations of the board committees,
including the Audit Committee, were accepted by the
Board.
The Board met eight times during the year under
review. The maximum gap between two consecutive
board meetings did not exceed 120 days. A detailed
disclosure on the Board, its committees, its composition,
the detailed charter and brief terms of reference,
number of board and committee meetings held, and
attendance of the directors at each meeting is provided
in the Report on Corporate Governance, which forms
part of this report.
Auditor and Auditor’s Report
M/s. Walker Chandiok & Co LLP, Chartered Accountants
were appointed as Statutory Auditors of the Company
at the Annual General Meeting (AGM) held on 28th
September, 2016, for a term of five consecutive years
i.e. upto the conclusion of ensuing 85th AGM.
As per the provisions of Section 139 of the Act, the Board
of Directors of the Company, on the recommendation
of the Audit Committee, recommends re-appointment
of M/s. Walker Chandiok & Co LLP, Chartered
Accountants for a further period of five years i.e. upto
the conclusion of 90 th AGM.
M/s. Walker Chandiok & Co LLP, Chartered Accountants,
(i) have expressed their willingness to be reappointed
for a further term, (ii) have submitted their confirmation
to the effect that they continue to satisfy the criteria
provided in Section 141 of the Act and (iii) that their
appointment is within the limits prescribed under
Section 141(3)(g) of the Act.
A resolution proposing re-appointment of M/s. Walker
Chandiok & Co LLP as the Statutory Auditor of the
Company and their remuneration pursuant to Section
139 of the Act, along with the explanatory statement,
forms part of the Notice of 85th AGM.
The Auditor’s Report for FY 2020-21 does not contain
any qualification, reservation, adverse remark or
disclaimer. Further, there are no instances of any fraud
reported by the Auditors to the Audit Committee or to
the Board pursuant to Section 143(12) of the Act.
Secretarial Auditor and Secretarial Audit
Report
The Secretarial Audit Report for the financial year
ended 31st March, 2021 is annexed as Annexure V to
this report.
The Board of Directors, on the recommendation of
the Audit Committee, has re-appointed M/s BNP &
Associates, Company Secretaries, Mumbai to conduct
the secretarial audit of the Company for FY 2021-22. They
have confirmed their eligibility for the re-appointment.
The Secretarial Audit Report does not contain any
qualification, reservation, disclaimer or adverse
remark.
Cost Auditor and Cost Audit Report
The Board of Directors, on the recommendation of
the Audit Committee, had appointed Mr D H Zaveri,
practising Cost Accountant (Fellow Membership
No. 8971) as Cost Auditor to conduct the audit of
Company’s cost records for the financial year ended
31st March, 2021. The Cost Auditor has confirmed that
they are not disqualified pursuant to the provisions of
Section 141 of the Act read with Section 139 and 148 of
the Act. The Cost Auditor will submit their report for
the FY 2020-21 on or before the due date. The Cost
Audit Report, for the year ended 31st March, 2020, was
filed with the Central Government within the prescribed
time. The Company maintains the Cost Records as per
the provisions of Section 148(1) of the Act.
In accordance with the provisions of Section 148 of
the Act read with the Companies (Audit and Auditors)
Rules, 2014, since the remuneration to be paid to the
Cost Auditor for FY 2021-22 is required to be ratified by
the members, the Board of Directors recommends the
same for approval by members at the ensuing AGM.
The proposal forms part of the Notice of the AGM.
Key Initiatives with respect to Stakeholder
Relationship, Customer Relationship,
Environment, Sustainability, Health and Safety
The key initiatives taken by the Company with respect
to stakeholder relationship, customer relationship,
environment, sustainability, health and safety are
provided separately in various Capitals in the
Integrated Report section of the report.
Other Disclosures 159
During the financial year under review:
o the Company has complied with the applicable
Secretarial Standards, i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors’ and ‘General
Meetings’, respectively.
Corporate Overview & Integrated Report
o the Company issued and allotted equity shares
under the ESOP scheme and there were no
instances wherein the Company failed to implement
any corporate action within the statutory time limit.
o the Company did not accept any deposit within
the meaning of Sections 73 and 74 of the Act read
with the Companies (Acceptance of Deposits)
Rules, 2014 and accordingly no amount on account
of principal or interest on public deposits was
outstanding as on 31st March, 2021.
o the Company has not issued shares with differential
voting rights and sweat equity shares during the
year under review.
o no significant or material orders were passed by
the regulators or courts or tribunals which could
impact the going concern status of the Company
and its future operations.
o no material changes and commitments have
occurred after the close of the year till the date of
this report which may affect the financial position
of the Company.
Acknowledgements
We wish to place on record our appreciation of the
Governments of the countries where the Company
has its operations. We also thank the Ministry of
Chemicals & Fertilizers, India; the Central Government;
State Governments and other regulatory bodies /
Statutory Reports
authorities; banks; business partners; shareholders;
medical practitioners and other stakeholders; for
the assistance, co-operation and encouragement
extended to the Company. We would also like to place
on record our deep sense of appreciation to the
employees for their contribution and services.
On behalf of the Board
Financial Statements
Date: 14th May, 2021 Y K Hamied
Place: Mumbai Chairman
Cipla Limited
Annual Report 2020-21