<dhhead>Boards Report</dhhead>
DEAR MEMBERS,
The Board of Directors ("Board") are pleased to present the
32nd Annual Report on the business and operations of the Mankind Pharma Limited
("Company"/"Mankind") along with the Audited Standalone and
Consolidated Financial Statements of the Company for the financial year ended on March 31,
2023 ("FY 2022-23"). This being the first report after the Initial Public Offer
("IPO") and listing of the equity shares on BSE Limited ("BSE") and
National Stock Exchange of India Limited ("NSE") (BSE and NSE hereinafter
collectively referred as "Stock Exchanges"), the Board welcomes all the public
shareholders and look forward to your faith and support in times to come.
1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
The Companys financial performance is summarized below: -
Amount (INR in Lacs)
Particulars |
Year ended March
31, 2023 |
Year ended March
31, 2022 |
Standalone* |
Consolidated |
Standalone* |
Consolidated |
Revenue from operations |
8,12,715.32 |
8,74,943.30 |
7,48,622.19 |
7,78,155.51 |
Profit before Depreciation and
Tax |
1,83,241.62 |
1,99,715.86 |
1,99,476.38 |
2,14,121.98 |
Less: Depreciation and
amortization expense |
26,957.96 |
32,591.95 |
12,332.66 |
16,661.92 |
Profit before tax |
1,56,283.66 |
1,67,123.91 |
1,87,143.72 |
1,97,460.06 |
Less: Tax Expenses |
31,457.86 |
36,156.33 |
48,201.28 |
52,164.35 |
Profit after tax |
1,24,825.80 |
1,30,967.58 |
1,38,942.44 |
1,45,295.71 |
Total other comprehensive
income/(loss) for the year |
(485.89) |
(188.75) |
(79.39) |
94.60 |
Total comprehensive income for
the year |
1,24,339.91 |
1,30,778.83 |
1,38,863.05 |
1,45,390.31 |
Attributable to: |
|
|
|
|
- Equity holders of the parent |
1,24,339.91 |
1,27,993.16 |
1,38,863.05 |
1,43,412.44 |
- Non-controlling interests |
- |
2,785.67 |
- |
1,977.87 |
Opening balance of Retained
Earnings |
6,62,490.43 |
6,73,518.84 |
5,23,627.38 |
5,30,350.82 |
Closing balance of Retained
Earnings |
7,86,830.34 |
8,01,220.20 |
6,62,490.43 |
6,73,518.84 |
*Refer Note 49 of Standalone Financial Statement
The operational performance of your Company has been comprehensively
discussed in the Management Discussion and Analysis Section, which forms part of this
Annual Report.
The standalone, as well as the consolidated financial statements, have
been prepared in accordance with the provisions of the Companies Act, 2013 ("the
Act"), Indian Accounting Standards ("Ind AS") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations").
Financial highlights of the Company for the FY 2022-23 is as under:
The revenue from operations on standalone
basis for FY 2022-23 stood at Rs 8,12,715.32 Lacs as against Rs 7,48,622.19 Lacs for FY
2021-22, registering a growth of 8.56%. Whereas the profits for FY 2022-23 stood at Rs
1,24,339.91 Lacs as against Rs 1,38,863.05 Lacs for FY 2021-22.
The revenue from operations on consolidated basis for FY 2022-23
stood at Rs 8,74,943.30 Lacs as against Rs 7,78,155.51 Lacs for FY 2021-22, registering a
growth of 12.44%. Whereas the profits for FY 2022-23 stood at Rs 1,30,778.83 Lacs as
against Rs 1,45,390.31 Lacs for FY 2021-22.
The Company is engaged in developing,
manufacturing and marketing a diverse range of pharmaceutical
formulations across various acute and chronic therapeutic areas, as well as several
consumer healthcare products. We are focused on the domestic market, as a result of which
our revenue from operations in India contributed to 96.62% of our total revenue from
operations for the FY 2022-23. We operate at the intersection of the Indian pharmaceutical
formulations and consumer
healthcare sectors with the aim of providing quality products at
affordable prices, and have an established track record of building and scaling brands
in-house.
2. DIVIDEND
Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company
has adopted the Dividend Distribution Policy, setting out the broad principles for guiding
the Board and the management in matters relating to declaration and distribution of
dividend. The Dividend Distribution Policy was amended during the year under review to
align with the provisions of SEBI Listing Regulations and the same is available on the
website of the Company at https://www. mankindpharma.com/investors-relations/corporate-
governance. The Board do not recommend any dividend for the FY 2022-23.
3. REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under
review. However, for the purpose of IPO, the Company has re-stated the financial
statements of preceding three financial years pursuant to the provisions of Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
("SEBI ICDR Regulations").
4. MATERIAL EVENTS Initial Public Offering
The equity shares of the Company got listed on Stock Exchanges with
effect from May 09, 2023, pursuant to the IPO of the Company by way of an Offer for Sale
("OFS") by some of the existing shareholders.
The issue comprising of OFS by selling shareholders was open for
subscription from April 25, 2023 to April 27, 2023. The anchor issue opened on April 24,
2023. The selling shareholders offered 4,00,58,844 Equity Shares of face value Rs 1 each
for cash price of Rs1080 per share including a premium of Rs 1079 per share aggregating to
Rs 4,32,635.52 Lacs. Your Company completed its IPO successfully with participation of
several leading domestic and global institutional investors as well as NRIs, HNIs and
retail investors. The Board is gratified and humbled by the faith shown in the Company by
its Members. The Board also places on record its appreciation for the support provided by
various Authorities, BRLMs, Stock Exchanges, Depositories, Counsels, Consultants, Auditors
and Employees of the Company for making the maiden IPO of the Company a grand success.
The Company received listing and trading approvals from BSE and NSE on
May 08, 2023. The equity shares were listed on the Stock Exchanges on May 09, 2023.
As the IPO was through an Offer for Sale of Equity Shares, the Company
was not required to appoint a monitoring agency for this Offer and accordingly the
statement of deviations or variations under regulation 32 of SEBI Listing Regulations is
not required to be provided by the Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis Report ("MD&A") for the FY 2022-23, has
been presented in a separate section forming part of this Annual Report.
6. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Business Responsibility & Sustainability Report
("BRSR"), for the FY 2022-23, has been presented in a separate section forming
part of this Annual Report.
7. EMPLOYEES STOCK OPTION PLAN
The Company has adopted Mankind Employees Stock Option Plan 2022
("ESOP Plan") to attract, retain and motivate key talent by way of rewarding
their high performance and motivate them to contribute to the overall corporate growth and
profitability. The Company views Options as a long-term incentive tool that would enable
the employees not only to become co-owners, but also to create wealth out of such
ownership in future.
The Company adopted ESOP Plan pursuant to approval of the Board and
Members vide their respective resolutions dated July 19, 2022 and August 09, 2022.
Pursuant to the provisions of the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations"),
the pre-IPO ESOP Plan is required to be ratified by the Members of the Company subsequent
to the IPO. The Board of Directors of the Company in their meeting held on August 2, 2023
have recommended the ratification of ESOP Plan 2022. The ESOP Plan is in compliance with
the SEBI ESOP Regulations. Certificate from M/s Dayal & Maur, Company Secretaries,
Secretarial Auditor of the Company certifying that the pre-IPO ESOP Plan has been
implemented in accordance with SEBI ESOP Regulations and the resolution(s) proposed to be
passed by the Members of the Company in the ensuing AGM will be available for inspection
by the Members during the AGM.
The disclosure as mandated under the SEBI ESOP Regulations is available
on website of the Company at https://www.mankindpharma.com/investors-
relations/annual-report.
Further, the disclosure as mandated under Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 for the ESOP Plan is as follows;
Sr. Particulars No. |
Details |
a. Options granted |
10,46,512 |
b. Options vested |
Nil |
c. Options exercised |
Nil |
d. the total number of shares
arising as a result of exercise of option |
Nil |
e. options lapsed |
Nil |
f. the exercise price |
The exercise price per Option
shall be determined by the Committee which in any case shall not be less than the face
value of the share of the Company as on date of grant |
g variation of terms of
options |
None |
h money realized by exercise
of options |
Nil |
i total number of options in
force |
10,46,512 |
j employee wise details of options granted during FY 2022-23
|
Name |
Designation |
No. of Options Granted |
Exercise
Price |
(i) key managerial
personnel
(ii) any other employee who receives a grant of options in any one year of
option amounting to five percent or more of options granted during that year. |
Mr. Ashutosh Dhawan |
Chief Financial Officer |
81,396 |
860 |
Dr. Sanjay Koul |
Chief Marketing Officer |
1,74,420 |
860 |
Dr. Anil Kumar |
Chief Scientific Officer |
1,74,420 |
860 |
Mr. Atish Majumdar |
Senior President - Sales and
Marketing |
1,16,278 |
860 |
Dr. Vijay Soni |
Chief Executive Officer -
Lifestar Pharma LLC |
1,16,278 |
860 |
Mr. Pramod Gokhale |
President - Group Chief
Information Officer |
1,04,650 |
860 |
Dr. Birendra Singh |
President - Global Quality
Head |
58,140 |
860 |
Mr. Abhay Kumar Srivastava |
President- Operations |
58,140 |
860 |
Mr. Pankaj Jain |
Vice President - Purchase |
58,140 |
860 |
Mr. Naveen Kumar |
General Manager |
58,140 |
860 |
(iii) identified employees
who were granted option, during any one year, equal to or exceeding one percent of the
issued capital (excluding outstanding warrants and conversions) of the company at the time
of grant; |
None |
8. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by the Securities
and Exchange Board of India. The Report on Corporate Governance as stipulated under the
SEBI Listing Regulations forms part of this Annual Report. A certificate from M/s Dayal
& Maur, Company Secretaries, confirming compliance with corporate governance norms, as
stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance
Report.
9. SHARE CAPITAL
a) Status of Shares
As the Members are aware, the equity shares of the Company were listed
on the Stock Exchanges on May 09, 2023 and the Companys shares are compulsorily
tradable in electronic form. As on March 31, 2023 and as on the date of this report,
entire (i.e. 100%) paid up capital representing 40,05,88,440 Equity Shares are in
dematerialized form.
b) Authorized Share Capital
Pursuant to the amalgamation of our erstwhile wholly owned
subsidiaries, Lifestar Pharma Private Limited ("Lifestar") and Magnet Labs
Private Limited ("Magnet") with our Company, the authorized share capital of
Lifestar and Magnet was consolidated with our Company. Accordingly, the Clause V of the
Memorandum of Association was amended to reflect an increase in the authorized share
capital from Rs 41,00,00,000 divided into 41,00,00,000 Equity Shares of Rs 1 each to Rs
41,35,00,000 divided into 41,35,00,000 Equity Shares of Rs 1 each. Details of the
amalgamation of Lifestar and Magnet with the Company is further explained under the
Subsidiaries, Associates and Joint Ventures section of this report.
10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The loans given, investments made and guarantee given and securities
provided under section 186 of the Act forms part of the Note No. 42 of the Standalone
Financial Statements which forms part of the Annual Report.
11. ANNUAL RETURN
The Annual Return of the Company in form MGT-7 as required under
Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company
at https://www.mankindpharma.com/ investors-relations/annual-report
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors have adopted Vigil Mechanism Policy. The Vigil
Mechanism Policy aims for conducting the affairs of the Company in a fair and transparent
manner by adopting highest standards of professionalism, honesty, integrity and ethical
behaviour.
A mechanism has been established for stakeholders to report concerns
about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and
Ethics. It also provides for adequate safeguards against the victimization of stakeholders
who avail of the mechanism and allows direct access to Chairperson of the audit committee
in exceptional cases.
Employees have numerous ways to voice their concerns and are encouraged
to report the same internally for resolution. The said Policy provides for adequate
safeguards against retaliation and access to the Audit Committee. The policy is uploaded
on the Companys website at https://www.mankindpharma.
com/investors-relations/corporate-governance
13. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your Directors state that:
a) in the preparation of the Annual Accounts for the year ended March
31, 2023, the applicable accounting standards have been followed and there are no material
departures from the same;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profits of the Company for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the Annual Accounts of the Company on a going
concern basis;
e) they have laid down adequate internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively;
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
a) Acquisitions
During the FY 2022-23, the Company acquired 90% shareholding of
Upakarma Ayurveda Private Limited ("Upakarma Ayurveda") through Mankind Life
Sciences Private Limited, wholly owned subsidiary of the Company, pursuant to which
Upakarma Ayurveda became a step down subsidiary of the Company. Upakarma is an ayurvedic
Health and Wellness startup operating as marketer of ayurvedic products.
Further, during the year the Company also acquired 100% shareholding of
Mankind Agritech Private Limited ("Mankind Agritech"), pursuant to which Mankind
Agritech became wholly owned subsidiary of the Company. Mankind Agritech is engaged in
agritech business landscape which includes agrochemicals (crop protection, crop nutrition
and surfactants), seeds, biologicals, equipment, spraying technology, micro irrigation and
farmer advisories.
The Company also acquired minority stake of 6.30% in Actimed
Therapeutics Limited, United Kingdom ("Actimed"). As on the date of this report
the Company owns 7.50% in Actimed which is a clinical stage biopharmaceutical company
working on the treatment of cancer cachexia, amyotrophic lateral sclerosis (ALS) and other
muscle wasting disorders.
b) Amalgamation
Pursuant to order dated March 02, 2023, read with addendum order dated
March 21, 2023, the National Company Law Tribunal, Delhi ("NCLT Delhi") approved
the scheme of amalgamation dated June 22, 2021 ("Amalgamation Scheme") under
Sections 230 to 232 of the Act, for the amalgamation of our erstwhile wholly owned
subsidiaries, Lifestar and Magnet with the Company.
The effective date of the Amalgamation Scheme is March 30, 2023
("Effective Date").The Amalgamation Scheme was made effective from April 01,
2021 ("Appointed Date"), from which date the entire business undertaking of
Lifestar and Magnet, inter alia, properties, assets (both immovable and movable),
investment, business book and records, which are capable of being transferred by actual
and/or constructive delivery
of possession, contracts, employees, clearances received from approving
authorities and liabilities stood transferred to our Company.
c) Details of Subsidiaries, Associates and Joint Ventures
Your Company had 32 subsidiaries (direct and indirect including Limited
Liability Partnerships and Partnership Firms), 3 joint ventures and 5 associates as on
March 31, 2023.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient features of the financial
statement of the subsidiary and associate in Form AOC-1 is forming part of the
Consolidated Financial Statements which forms part of this Annual Report. The Consolidated
Financial Statements presented in this Annual Report include financial results of the
subsidiary and associate companies. Further, contribution of subsidiaries, associates and
joint ventures to the overall performance of your Company is outlined in Note No. 51 of
the Consolidated Financial Statements.
In accordance with Section 136 of the Act and the SEBI Listing
Regulations, copies of the standalone and consolidated financial statements of the Company
and the financial statements of the subsidiary companies are available on the
Companys website www.mankindpharma.com. During FY 2022-23, Lifestar was
identified as a material subsidiary pursuant to the provision of SEBI ICDR Regulations.
However, since Lifestar was amalgamated with the Company during FY 2022-23, the Company
did not have any material subsidiaries as on March 31, 2023.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2023, your Companys Board had ten Board Members
comprising of four Executive Directors, one Non-executive Non-independent Director and
five Non-executive independent Directors including one woman Director. The details of
Board and Committees composition, tenure of Directors, areas of expertise and other
details are available in the Corporate Governance Report, which forms part of this Annual
Report.
Change in the composition of the Board of Directors and Key Managerial
Personnel during the FY 2022-23 and upto the date of this report:
a) Mr. Pradeep Chugh, Company Secretary of the Company was appointed as
the Compliance Officer of the Company w.e.f. July 19, 2022
b) Mrs. Prabha Arora (DIN: 00283527), Nonexecutive Director, resigned
from the position of Director of the Company w.e.f. August 01, 2022.
c) Mr. Vivek Kalra (DIN: 00426240) was appointed as Independent
Director of the Company who shall hold the office for a term of five years commencing on
August 01, 2022. Mr. Vivek Kalra is not liable to retire by rotation.
d) Ms. Vijaya Sampath (DIN: 00641110) was appointed as Independent
Director of the Company who shall hold the office for a term of five years commencing on
August 01, 2022. Ms. Vijaya Sampath is not liable to retire by rotation.
e) Mr. Tilokchand Punamchand Ostwal ("Mr. T. P. Ostwal")
(DIN: 00821268) was appointed as Independent Director of the Company for second term of
five consecutive years w.e.f. January 01, 2023, not liable to retire by rotation. His
first term as Independent Director completed on December 31, 2022.
f) Mr. Arjun Juneja, Chief Operating Officer of the Company was
designated as the Key Managerial Personnel of the Company w.e.f. March 17, 2023.
g) Mr. Leonard Lee Kim (DIN: 07379167), Non-executive Director,
resigned from the position of Director of the Company w.e.f. May 09, 2023. Consequent to
his resignation, Mr. Adheraj Singh, Alternate Director to Mr. Leonard Lee Kim also
resigned w.e.f. May 09, 2023.
h) Mr. Ramesh Juneja (DIN: 00283399), Chairman and Whole-time Director
of the Company is proposed to be re-appointed as Chairman and Whole-time Director of the
Company w.e.f. May 15, 2024 for a period of 5 years. His office shall be liable to retire
by rotation and his re-appointment is subject to the approval of the Members in ensuing
Annual General Meeting ("AGM").
i) Mr. Rajeev Juneja (DIN: 00283481), Vice Chairman and Managing
Director of the Company is proposed to be re-appointed as Vice Chairman and Managing
Director of the Company w.e.f. May 15, 2024 for a period of 5 years. His office shall be
liable to retire by rotation and his reappointment is subject to the approval of the
Members in ensuing AGM.
j) Mr. Sheetal Arora (DIN: 00704292), Chief Executive Officer and
Whole-time Director of the Company is proposed to be re-appointed as Chief Executive
Officer and Whole-time Director of the Company w.e.f. May 15, 2024 for a period of 5
years. His office shall be liable to retire by rotation and his re-appointment is subject
to the approval of the Members in ensuing AGM.
Mrs. Prabha Arora, Non-executive Director resigned from the Board on
her own accord due to personal exigencies. Mr. Leonard Lee Kim was nominee of Cairnhill
CIPEF Limited ("CIPEF") and Cairnhill CGPE Limited ("CGPE") on the
Board of the Company pursuant to the erstwhile Shareholders Agreement. Upon listing of
equity shares on the Stock Exchanges, the above referred Shareholders Agreement of the
Company stands terminated. Accordingly, Mr. Leonard Lee Kim, a director representing CIPEF
and CGPE on the Board of the Company resigned with effect from May 09, 2023. Consequent to
his resignation, Mr. Adheraj Singh, Alternate Director to Mr. Leonard Lee Kim also
resigned w.e.f. May 09, 2023. The Board places on record its appreciation for Mrs. Prabha
Arora, Mr. Leonard Lee Kim and Mr. Adheraj Singh for their invaluable contribution and
guidance during their tenure.
The term of office of Mr. Ramesh Juneja, Chairman and Whole-time
Director, Mr. Rajeev Juneja, Vice Chairman and Managing Director and Mr. Sheetal Arora,
Chief Executive Officer and Whole-time Director is completing on May 14, 2024. Pursuant to
the provisions of the Act and SEBI Listing Regulations, the Board on the recommendations
of the Nomination and Remuneration Committee recommended their re-appointment for a period
of 5 Years w.e.f. May 15, 2024.
In the opinion of the Board, all the directors, as well as the
directors appointed / re-appointed during the year and proposed to be appointed /
re-appointed possess the requisite qualifications, skills, experience and expertise and
hold high standards of integrity.
Directors retiring by rotation
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of the Company, Mr. Rajeev Juneja (DIN:
00283481) being longest in the office from the date of his last re-appointment shall
retire by rotation at the forthcoming AGM and being eligible, offers himself for
re-appointment. The Board of Directors on the recommendation of the Nomination and
Remuneration Committee ("NRC") has recommended his re-appointment.
As on the date of this report, the Company has the following Key
Managerial Persons as per section 2(51) and 203 of the Act:
Sr. No. Name |
Designation |
1. Mr. Ramesh Juneja |
Chairman and Wholetime
Director |
2. Mr. Rajeev Juneja |
Vice Chairman and Managing
Director |
Sr. No. Name |
Designation |
3. Mr. Sheetal Arora |
Chief Executive Officer and
Whole-time Director |
4. Mr. Arjun Juneja |
Chief Operating Officer |
5. Mr. Satish Kumar Sharma |
Whole-time Director |
6. Mr. Ashutosh Dhawan |
Chief Financial Officer |
7. Mr. Pradeep Chugh |
Company Secretary and
Compliance Officer |
16. COMMITTEES OF BOARD AND NUMBER OF MEETINGS OF THE BOARD AND BOARD
COMMITTEES
During the year under review and pursuant to the SEBI Listing
Regulations, the Board had reconstituted certain existing committees and constituted
certain new Committees and amended / adopted the terms of reference of the said
Committees.
As on the date of this report the Board has the following committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders Relationship Committee
(iv) Risk Management Committee
(v) Corporate Social Responsibility Committee
The QIPO Committee was constituted specifically for the purpose of IPO.
Pursuant to the listing of equity shares of the Company on the Stock Exchanges, the IPO
related matters had concluded and therefore the QIPO Committee was dissolved w.e.f. May
30, 2023.
The Merger Committee was constituted to consider and approve the
matters related to amalgamation of Lifestar and Magnet with the Company. The matters
related to amalgamation of Lifestar and Magnet with the Company had concluded pursuant to
the sanctioning of the scheme of amalgamation by the National Company Law Tribunal in
March 2023 and therefore, the Merger Committees was dissolved w.e.f. May 30, 2023.
All the recommendations made by the Board Committees including the
Audit Committee, were accepted by the Board.
The Board of Directors met 8 (Eight) times during the year under
review. The details of meetings of
Board and Committees and the attendance thereto and composition of
Committees are provided in the Corporate Governance Report, which forms part of this
Annual Report.
17. INDEPENDENT DIRECTORS MEETING
The Independent Directors met on March 17, 2023 without the attendance
of Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of the Company, taking into account the
views of Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
A note on the familiarisation programme for orientation and training of
the Directors undertaken in compliance with the provisions of the Act and the SEBI Listing
Regulations is provided in the Corporate Governance Report, which forms part of the Annual
Report.
18. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from Mr. Surendra Lunia, Mr. T.
P. Ostwal, Mr. Bharat Anand, Ms. Vijaya Sampath and Mr. Vivek Kalra, Independent Directors
of the Company to the effect that they are meeting the criteria of independence as
provided in Sub-Section (6) of Section 149 of the Act including compliance of relevant
provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and
Regulation 25 of SEBI Listing Regulations.
The Independent Directors have also confirmed that they have complied
with Schedule IV of the Act and the Companys Code of Conduct. In terms of Regulation
25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, skills, experience and expertise and they hold
highest standards of integrity (including the proficiency) and fulfils the conditions
specified in the Act and SEBI Listing Regulations and are independent of the management.
19. BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including the Chairman of the
Board. The exercise was carried out annually through a structured evaluation process
covering various aspects of the Boards functioning such as composition of the Board and
Committees, experience and competencies, performance of specific duties and obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
20. NOMINATION AND REMUNERATION POLICY
The Board has framed and adopted a Nomination and Remuneration Policy
("NRC Policy") in terms of the Section 178 of the Act. The NRC Policy,
inter-alia, lays down the principles relating to appointment, cessation, remuneration and
evaluation of Directors, Key Managerial Personnel and Senior Management employees and
other matters as provided under Section 178 of the Act. The NRC Policy was amended during
the year under review to align with the provisions of SEBI Listing Regulations. The
remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the
Company.
The salient features of the NRC Policy are as follows:
To formulate the criteria for determining qualification,
competencies, positive attributes and independence for appointment of Directors (Executive
and Non-executive) and persons who may be appointed in Senior Management, Key Managerial
positions and recommend to the Board policies relating to the remuneration for the
Directors, Key Managerial Personnel, Senior Management and other employees;
To lay down criteria for appointment, removal of Directors, Key
Managerial Personnel and Senior Management;
To recommend the remuneration of Directors, Key Managerial
Personnel (KMP), and Senior Management of the Company involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the
working of the Company and its goals; and
To specify the manner for effective evaluation of performance of
Board, its committees and individual directors and review its implementation and
compliance.
The NRC Policy is available on the website of the Company at
https://www.mankindpharma.com/ investors-relations/corporate-governance.
21. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY
The Company has laid down adequate internal financial controls
commensurate with the scale, size and nature of the business of the Company. The Company
has in place adequate policies and procedures for ensuring the orderly and effective
control of its business, including adherence to the Companys policies, safeguarding
its assets, prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial disclosures.
Effectiveness of internal financial controls is ensured through management reviews,
controlled self-assessment and independent testing by the internal auditor.
22. RISK MANAGEMENT
The Board had constituted the Risk Management Committee. The
composition of Risk Management Committee and number of meetings held are given in the
Corporate Governance Report, forming part of the Annual Report. Further, pursuant to
Section 134(3) (n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the
Company has formulated and adopted the Risk Management Policy inter-alia including the
details/ process about identification of elements of risks of any, Which in the opinion of
the Board may threaten the existence of the Company.
The aforesaid Risk Management Policy establishes the philosophy of the
Company towards risk identification, analysis and prioritization of risks, development of
risk mitigation plans and reporting on the risk environment of the Company. This Risk
Management Policy is applicable to all the functions, departments and geographical
locations of the Company. The purpose of this policy is to define, design and implement a
risk management framework across the Company to identify, assess, manage and monitor
risks. Aligned to this, purpose is also to identify potential events that may affect the
Company and manage the risk within the risk appetite and provide reasonable assurance
regarding the achievement of the Companys objectives.
23. TRANSACTIONS WITH RELATED PARTIES
In line with the requirements of the Act and SEBI Listing Regulations,
the Company has formulated a Policy on Related Party Transactions, which is available on
the website of the Company at https:// www.mankindpharma.com/investors-relations/
corporate-governance
All contracts, arrangements and transactions entered
23 were in the ordinary course of business and on an arms length
basis. During the year, the Company did not enter into any transaction, contract or
arrangement with related parties, which could be considered material, in accordance with
the Companys Policy on dealing with Related Party Transactions ("RPT
Policy"). Accordingly, the disclosure of related party transactions in Form AOC-2 is
not applicable.
All applicable related party transactions were presented before the
Audit Committee/Board. The disclosure on related party transactions as per Ind AS-24 has
been provided under Note No. 42 of the standalone financial statements and Note No. 43 of
the consolidated financial statements.
24. AUDITORS
a. Statutory Auditors and their report
The Members of the Company in accordance of section 139 of the
Companies Act, 2013 have passed resolution in 31st AGM for appointment of M/s
Bhagi Bhardwaj Gaur & Co., Chartered Accountants ("BBG") as Joint Statutory
Auditors of the Company in place of M/s Goel Gaurav & Co., Chartered Accountants, who
completed their term as the Joint Statutory Auditor of the Company at the conclusion of 31st
AGM. M/s S.R. Batliboi & Co. LLP, Chartered Accountants ("SRBC") (BBG and
SRBC are hereinafter collectively referred as "Joint Statutory Auditors") are
the other Joint Statutory Auditors of the Company.
The Joint Statutory Auditors have presented their Audit Report on the
financial statements of the Company for the FY 2022-23. The report of the Joint Statutory
Auditors forms part of this Annual Report. Their report does not contain any
qualification, reservation or adverse remark. The notes on financial statement are
self-explanatory and do not call for any further comments. The Joint Statutory Auditors of
the Company have not reported any fraud in terms of the second proviso to Section 143(12)
of the Act.
b. Secretarial Auditor and their report
Pursuant to the provisions of Section 134(3) (f) and Section 204 of the
Act, the Board had appointed M/s. Dayal & Maur, Company Secretaries as Secretarial
Auditor who have undertaken Secretarial Audit of the Company for the FY 2022-23. The
report of the Secretarial Auditor is enclosed herewith vide Annexure A of this Report. The
Secretarial Audit Report does not contain any qualification, reservation, observation or
adverse remarks.
c. Cost Auditor and their report
In terms of Section 148 of the Act read with Companies (Cost Records
and Audits) Rules, 2014, the Board had appointed M/s M. K. Kulshreshta & Associates,
Cost Accountants, as
i
the Cost Auditor of the Company, to carry out the Cost Audit of FY
2022-23. The Cost Audit Report for the FY 2022-23 submitted by the Cost Auditors does not
contain any qualification, reservation, observation or adverse remarks. The Company
maintains the cost records as per the provisions of Section 148(1) of the Act.
The Board on the recommendation of the Audit Committee has re-appointed
M/s M. K. Kulshreshta & Associates, Cost Accountants, as the Cost Auditor of the
Company, to carry out the Cost Audit of FY 2023-24.The remuneration of Cost Auditors for
the FY 2023-24 has been approved by the Board of Directors on the recommendation of Audit
Committee and in terms of the Companies Act, 2013 and Rules thereunder requisite
resolution for ratification of remuneration of the Cost Auditors by the members has been
set out in the Notice of the 32nd AGM of your Company.
d. Internal Auditor and their report
M/s. Ghosh Khana & Co. LLP, Chartered Accountants was appointed as
Internal Auditors of the Company for the F.Y. 2022-23. The reports submitted by the
Internal Auditors have been reviewed by the Audit Committee from time to time.
Further, the Board of Directors on the recommendation of the Audit
Committee, has appointed Mr. Anil Gupta, Associate Vice President & Head - Internal
Audit as the Internal Auditor of the Company w.e.f. F.Y. 2023-24.
25. SECRETARIAL STANDARDS
The Company is in regular compliance of the applicable provisions of
Secretarial Standards issued by the Institute of Company Secretaries of India.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under section 134(3)(m) of the Act, read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure B to this report.
27. CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Act, read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has
constituted a Corporate Social Responsibility ("CSR") Committee. The
composition, terms of reference of the CSR Committee and the salient features of the
Corporate Social Responsibility Policy ("CSR Policy") is provided in the
Corporate Governance Report, which forms part of the Annual Report. During the year under
review the CSR Policy, was amended to align with the provisions of the SEBI Listing
Regulations/applicable CSR Rules and the same is available on the website of the Company
at https://www.mankindpharma.com/ investors-relations/corporate-governance.
The Annual Report of the CSR activities undertaken by the Company is
annexed as Annexure C to this report.
28. PUBLIC DEPOSITS
Your Company has not accepted any deposits falling within the meaning
of Chapter V of the Companies Act, 2013 read with the Rule 8(5)(v) of Companies (Accounts)
Rules 2014, during the financial year under review.
29. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS
OF EMPLOYEES
The information required to be disclosed in the Boards Report
pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to this report.
30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to providing a safe and conducive work
environment to all its employees and associates. The Company has a policy on Prevention of
Sexual Harassment at Workplace in place, which is available on the Company website at
https://www. mankindpharma.com/investors-relations/corporate- governance. The
Company has constituted Internal Complaints Committee as per the sexual Harassment
of Women & workplace (Prevention, Prohibition and Redressal) Act,
2013. During the year under review, no complaint was received under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
31. OTHER DISCLOSURES
During the financial year under review:-
a) The Company has not transferred any amount to reserves.
b) There was no issue of equity shares with differential rights as to
dividend, voting or otherwise.
c) There was no issue of shares (including sweat equity shares) to
employees of the Company under any scheme.
d) No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Companys operations in
future.
e) The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
f) Neither the Managing Director nor the Wholetime Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
g) There was no change in the nature of the Business.
h) Except as disclosed in this report, there were no material changes
and commitments which occurred after the close of the year till the date of this report,
which may affect the financial position of the Company.
i) There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
j) There was no instance of one-time settlement with any Bank or
Financial Institution.
k) The Company does not have any shares in unclaimed suspense demat
account.
32. CAUTIONARY STATEMENT
Statements in this Report and the Management Discussion & Analysis
Report describing the Companys objectives, expectations or forecasts may be
forward-looking within the meaning of applicable laws and regulations. Actual results may
differ from those expressed in the statements.
33. ACKNOWLEDGEMENTS
Your Directors wish to place on record the appreciation to Central
Government, State Governments and other regulatory bodies / authorities, banks, business
partners, shareholders, medical practitioners and other stakeholders for the assistance,
co-operation
and encouragement extended to the Company. Your Directors also like to
place on record the deep sense of appreciation to the employees for their contribution and
services.
For and on behalf of the Board of Mankind Pharma Limited
Ramesh Juneja |
Rajeev Juneja |
Chairman & |
Vice Chairman & |
Whole-time Director |
Managing Director |
DIN: 00283399 |
DIN: 00283481 |
Date : August 2, 2023
Place : New Delhi
|