The Directors of your Company are pleased to share their Report for the year ended 31 March 2024. Financial Results for the year ended 31 March 2024
( in crores)
2. Dividend
Your Directors' are pleased to recommend a dividend of
32 per equity share for the year. This dividend for the year ended 31 March 2024 is subject to the approval of Members at the Annual General Meeting on 28 June 2024 and will be paid on or after 1 July 2024 . If approved by the Members at the Annual General Meeting, the dividend will absorb
542 crores. The Board of Directors of your Company had approved the Dividend Distribution Policy on 27 October 2016, and it is available on the Company's website (https://india-pharma.gsk.com/media/6486/dividend-distrubtion-policy.pdf)
3. Management Discussion and Analysis
As required by Regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report given in Annexure ‘A', forms a part of this Report. The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.
4. Directors
As per the provisions under Section 149 of the Companies Act, 2013, the Board and Members have approved the appointment of all the existing Independent Directors viz.
Mr. P. V. Bhide, Mr. A. N. Roy and Mr. D. Sundaram for second term of five years from 30 March 2020 and Dr. (Ms.) S. Maheshwari for a first term of five years from 18 May 2020 and Mr. M. Anand for a first term of five years from 16 May 2022.
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided in sub-section (6).
During the year ended 31 March 2024, Six Board & Four Audit Committee Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
5. Remuneration Policy and Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and Regulation 27 of the Listing Obligations & Disclosures Regulations (LODR), the Board of Directors on the recommendation of the Nomination & Remuneration Committee, adopted a Policy on remuneration of Directors and Senior Management. The Remuneration Policy is stated in the Corporate Governance Report. Performance evaluation of the Board was carried out during the period under review. The details are given in the Corporate Governance Report.
Annual Report 2023-24 25
6. Familiarization programmes for the Independent Directors
In Compliance with the provisions of LODR, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. It is also available on the Company website: https://india-pharma.gsk.com/en-in/investors/ shareholder-information/policies
7. Particulars of Contracts and Related Party Transactions (RPT)
In line with the requirements of the Companies Act, 2013 and LODR, your Company has formulated a policy on RPT. All RPTs entered into, during the year ended, were on arm's length basis and were in ordinary course of business. There were no materially significant RPTs with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict of interest of the Company at large. The Policy of RPTs can be accessed on the Company website: https://india-pharma.gsk. com/en-in/investors/shareholder-information/policies.
All RPTs are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPTs on a quarterly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All RPTs are subject to independent review by a reputed accounting firm to establish compliance with the requirements of RPTs under the Companies Act, 2013 and LODR.
8. Directors' Responsibility Statement
Your Directors confirm:
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; (ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2024 and of the profit of the Company for the year ended on that date; (iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the Directors have prepared the annual accounts on a going concern basis; (v) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively and; (vi) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.
9. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website (https://india-pharma.gsk.com/en-in/ investors/shareholder-information/annual- return/).
10. Business Responsibility and Sustainability Reporting (BRSR) & Corporate Governance
A report on Business Responsibility and Sustainability Reporting (BRSR), describing the initiatives taken by your Company from an Environment, Social, and Governance (ESG) responsibilities is available on the Company's website https://india-pharma.gsk.com/en-in/investors/annual-reports/. Your Company is part of the GSK plc group and conforms to norms of Corporate Governance adopted by them. As a Listed Company, necessary measures are taken to comply with the Listing Obligations & Disclosures Regulations, 2015 (LODR) with the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, given in Annexure ‘B', forms a part of this Report. Your Company's Corporate Social Responsibility (CSR) policy can be accessed on your Company's website (https://india-pharma.gsk.com/media/6492/csr-policy_revised-310715.pdf). A detailed report on the CSR programmes undertaken during the year is provided in Annexure ‘C' to the Directors' Report of this Annual Report.
As per the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins and Sells LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company for a second term of five years at the 97 Annual General Meeting held on 27 July 2022 to hold office from the conclusion of the said Meeting till the conclusion of the 102 Annual General Meeting to be held in 2027 on a remuneration to be determined by the Board of Directors.
Pursuant to the provisions of Section 204 of the Act, and the Rules made there under, the Company has appointed Parikh & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the financial year
31 March 2024. The Report of the Secretarial Auditor is annexed to the Board Report as Annexure ‘D' which forms a part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.
Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of Audit Committee have appointed R. Nanabhoy & Co., Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for its Formulations for the year 2024-2025. The Committee recommended ratification of remuneration for year 2023-24 to the Members of the Company at the ensuing Annual General Meeting.
11. Transfer of Equity Shares Unpaid/Unclaimed Dividend to the Investor Education Protection Fund (IEPF)
In line with the statutory requirements, equity shares in respect of which dividend had remained unpaid/ unclaimed for a period of seven consecutive years have been transferred by Company to the Investor Education and Protection Fund (IEPF) set up by the Government of India, within the timelines laid down by the MCA. Unpaid/unclaimed dividend for seven years or more has also been transferred to the IEPF pursuant to the requirements under the Act.
12. Compliance with Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
13. General
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) M of the Companies Act, 2013, and the rules framed there under is attached herewith as Annexure ‘E' which forms a part of this Report. The Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and the rules made thereunder is enclosed as Annexure ‘F' which forms a part of this Report. Pursuant to Section 129(3) of the Companies Act, 2013, a statement in form ‘AOC-1' containing salient features of the Financial Statements of the Subsidiary Company is attached.
Although the audited statements of accounts, relating to Company's subsidiary is no longer required to be attached to the Company's Annual Report, the same is enclosed as and in way of better disclosure practice.
The information relating to top ten employees in terms of remuneration and employees who were in receipt of remuneration of not less than 1.02 cores during the year or
8.5 lakhs per month during any part of the year forms part of this report and will be provided to any Shareholder on a written request to the Company Secretary. In terms of Section 136 of the Act, the said report will be available for inspection of the Members at the registered office of the Company during the business hours on working day of the Company upto date of Annual General Meeting and through electronic mode. The Members may write an email to in.investorquery@gsk.com by mentioning "Request for Inspection" in the subject of the email.
14. Acknowledgments
The Directors expressed their appreciation for the contribution made by the employees to the significant improvement in the operations of the Company and for the support received from all other Stakeholders, including Members, Doctors, Medical Professionals, Customers, Suppliers, Business Partners, and the Government.
The Board and the Management of your Company are indeed appreciative of the substantial support being received from GSK Plc, the parent organization, in providing new healthcare solutions which are products of its discovery labs and the technology improvements which benefits your Company immensely.