Dear Members,
Your Directors are pleased to present Twenty Ninth Annual Report
on the business and operations of the Company, along with the Standalone &
Consolidated Audited Financial Statements of the Company for the Financial Year ended on
March 31, 2023.
Financial Highlights:
The Financial Statements of the Company have been prepared in
accordance with the Indian Accounting Standards ("Ind AS") notified under
section 133 of The Companies Act, 2013 ("the Act"), read with Rule 7 of
The Companies (Accounts) Rules, 2014 ("the Accounts Rules").
The standalone and consolidated financial performance of the Company,
for the Financial Year ended on March 31, 2023 are summarized below:
| Particulars |
Standalone |
Consolidated |
|
For the year ended on
March 31, 2023 |
For the year ended on
March 31, 2022 |
For the year ended on
March 31, 2023 |
For the year ended on
March 31, 2022 |
| Revenue from Operations and other Income |
26,500 |
23,165 |
2,25,965 |
2,01,950 |
| Profit before Interest, Depreciation, Amortization and |
5,183 |
1,008 |
34,201 |
35,515 |
| Impairment expenses, exceptional item and tax |
|
|
|
|
| Less: Finance Costs |
114 |
202 |
1,608 |
2,551 |
| Less: Depreciation and amortization expenses |
352 |
284 |
2,502 |
2,362 |
| Profit before exceptional item and tax |
4,717 |
522 |
30,091 |
30,602 |
| Exceptional Items |
- |
- |
1,005 |
- |
| Profit Before Tax (PBT) |
4,717 |
522 |
29,086 |
30,602 |
| Less: Tax Expenses (Credited) |
(1,925) |
(748) |
(1,951) |
(285) |
| Profit After Tax (PAT) |
6,642 |
1,270 |
31,037 |
30,887 |
| Attributable to: |
|
|
|
|
| Owners of the Parent |
6,642 |
1,270 |
31,037 |
30,887 |
| Other Comprehensive Income/(Loss) (net of tax) |
(50) |
1 |
7 |
(81) |
| Total Comprehensive Income |
6,592 |
1,271 |
31,044 |
30,806 |
| Attributable to: |
|
|
|
|
| Owners of the Parent |
6,592 |
1,271 |
31,044 |
30,806 |
| Opening balance in Retained Earnings |
35,454 |
37,365 |
1,19,813 |
92,209 |
| Amount available for appropriation |
42,046 |
38,636 |
1,50,845 |
1,22,995 |
| Less: |
|
|
|
|
| Dividend |
(3,182) |
(3,182) |
(3,182) |
(3,182) |
| Closing Balance in Retained Earnings |
38,864 |
35,454 |
1,47,663 |
1,19,813 |
| Earnings Per Share (EPS) |
|
|
|
|
| (Face Value of shares of ` 10/- each) |
|
|
|
|
| Basic (`) - After exceptional items |
10.44 |
2.00 |
48.78 |
48.54 |
| Basic (`) - Before exceptional items |
10.44 |
2.00 |
50.36 |
48.54 |
| Diluted (`) - After exceptional items |
10.44 |
2.00 |
48.78 |
48.54 |
| Diluted (`) - Before exceptional items |
10.44 |
2.00 |
50.36 |
48.54 |
Results of operations:
During the year under review, the consolidated revenue from operations
grew by 12.2% to ` 2,25,479 Lakhs (Rupees Two Lakhs Twenty Five Thousand Four Hundred
Seventy Nine Lakhs only) from ` 2,00,910 Lakhs (Rupees Two Lakhs Nine Hundred Ten Lakhs
only) in 2021-2022. The profit before tax decreased by 5.0% y-o-y to ` 29,086 Lakhs
(Rupees Twenty Nine Thousand Eighty Six Lakhs only). Net profit after tax (before OCI)
increased by 0.5% y-o-y to ` 31,037 Lakhs (Rupees Thirty One Thousand Thirty Seven Lakhs
only). The Net Profit margin, as a % (Percentage) to total operating income during the
current year is 13.8%. A detailed analysis of performance for the year has been included
in the Management Discussion and Analysis Report, forming part of the Annual Report.
During the year under review, the standalone revenue from operations
and other income was ` 26,500 Lakhs (Rupees Twenty Six Thousand Five Hundred Lakhs only).
The Company has incurred standalone Profit Before Tax of ` 4,717 Lakhs (Rupees Four
Thousand Seven Hundred Seventeen Lakhs only) and Profit after Tax of ` 6,642 Lakhs (Rupees
Six Thousand Six Hundred Forty Two Lakhs only). The EPS on standalone financials for the
year ended on March 31, 2023 was ` 10.44 (Rupees Ten and Forty Four paisa only).
Dividend:
Duringtheyearunderreview,yourDirectorshaverecommended a final dividend
of ` 5/- (Rupees Five only) (50.0%) per equity share on 6,36,32,144 Equity Shares of `
10/- (Rupees Ten only) each fully paid-up for the Financial Year ended on March 31, 2023,
amounting to ` 3,182 Lakhs (Rupees Three Thousand One Hundred Eighty Two Lakhs only). The
dividend, if declared by the members at the ensuing Annual General Meeting ("AGM"),
will be paid to those Members whose names stands registered in the Register of Members on
Friday, July 21, 2023 i.e. the Record Date. In respect of shares held in dematerialized
form, it will be paid to the Members whose names are furnished by the National Securities
Depository Limited and the Central Depository Services (India) Limited, as beneficial
owners. The Dividend Payout Ratio for the Financial Year ended on March 31, 2023 is 10.3%
of consolidated profits after tax. In compliance of regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations") the Company has formulated Dividend Distribution Policy, which is
approved by the Board of Directors ("the Board") and is uploaded on the
website of the Company and the weblink of the same is provided in a separate section in
Corporate Governance Report.
Subsidiary companies:
The Company has 5 (five) wholly owned subsidiary companies viz. Zydus
Wellness Products Limited ("ZWPL"), Liva Nutritions Limited, Liva
Investment Limited, Zydus Wellness International DMCC, Dubai and Zydus Wellness (BD) Pvt.
Limited, Bangladesh.
There has been no material change in the nature of business of the
Company as well as subsidiary companies. More details are provided in the Audited
Financial Statements. During the year under review, the Board has reviewed the performance
/ affairs of the subsidiary companies.
Further, in compliance of the provisions of regulation 16(1)(c) of the
Listing Regulations, the Company has formed a policy relating to material subsidiaries,
which is approved by the Board and the weblink of the same is provided in a separate
section in Corporate Governance Report.
Further, as provided in section 136 of the Act, the Audited Financial
Statements of the subsidiary companies are not being attached with the Financial
Statements of the Company. The Company will make available free of cost the Audited
Financial Statements of the subsidiary companies and the related
detailed information to any member of the Company who may be interested in obtaining the
same. The Financial Statements of the subsidiary companies will also be kept open for
inspection at the Registered Office of the Company and that of the respective subsidiary
companies. The Consolidated Financial Statements presented by the Company includes
Financial Results of its subsidiary companies.
As provided under section 129(3) of the Act and Rules made thereunder a
statement containing the salient features of the Financial Statements of its subsidiaries
in the format prescribed under the rules is attached to the Financial Statements.
Transfer of Shares and Dividend to Investor Education and Protection
Fund ("IEPF"):
From April 1, 2022 to May 17, 2023, in compliance with the provisions
of sections 124 and 125 of the Act and Rules made thereunder, the Company has
transferred-i. 9 ,901 (Nine Thousand Nine Hundred One) equity shares of ` 10/- (Rupees Ten
only) each of 204 (Two Hundred Four) members whose dividend has remained unclaimed /
unpaid for a consecutive period of 7 (seven) years to the demat account of IEPF after
giving notice to the members and advertisement in newspaper to claim their shares and ii.
` 18,69,125 (Rupees Eighteen Lakhs Sixty Nine Thousand One Hundred Twenty Five only) held
by 6,109 (Six Thousand One Hundred Nine) members, being the unclaimed dividend for the
Financial Years ended on March 31, 2015 and March 31, 2016 to IEPF after giving three
notices to the members to claim their unpaid / unclaimed dividend.
Fixed Deposit:
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the end of the Financial Year.
Insurance:
The Company's property, plants and equipments and inventories are
adequately insured against all major risks. The Parent Company has taken Directors'
and Officers' Liability Policy to provide coverage against the liabilities arising on
them, which also includes the Directors of the Company.
Management Discussion and Analysis ("MDA"):
MDA, for the year under review, as stipulated under the Listing
Regulations, is provided in a separate section, which forms part of the Annual Report.
Consolidated Financial Statements:
In accordance with the Ind AS-110 on Consolidation of Financial
Statements and as provided under the provisions of the Act read with Schedule III of the
Act and Rules made thereunder and the Listing Regulations, the Audited Consolidated
Financial Statements are provided in the Annual Report, which shows the
financial resources, assets, liabilities, income, profits and other details of the Company
and its wholly subsidiary companies, as a single entity.
Related Party Transactions:
All transactions entered by the Company during the Financial Year ended
on March 31, 2023 with related parties were in the ordinary course of business and on an
arm's length basis. All related party transactions were placed before the Audit
Committee for review and approval.
The weblink of the Policy on materiality of related party transactions
and dealing with related party transactions as approved by the Board is provided in a
separate section in Corporate Governance Report.
As provided under section 134(3)(h) of the Act and Rules made
thereunder, disclosure of particulars of material transactions (i.e. transactions
exceeding ` 1,000 Crore (Rupees One Thousand Crore only) or 10% (ten percent) of the
annual consolidated turnover as per the last Audited Financial Statements with related
parties entered into by the Company in the prescribed format in Form No. AOC-2 is attached
herewith as Annexure-"A". Disclosures on related party transactions are
set out in Note No. 37 of the Standalone Audited Financial Statements.
Particulars of Loans, Guarantees and Investments:
Details of loans, guarantees and investments covered under section 186
of the Act are given in the notes to the Financial Statements.
Directors and Key Managerial Personnel: i. Retirement by rotation:
In accordance with the provisions of section 152(6) of the Act and in
terms of the Articles of Association of the Company, Dr. Sharvil P. Patel (DIN: 00131995)
will retire by rotation at the ensuing AGM and being eligible, offers himself for
re-appointment. The Board recommends his re-appointment. ii. Appointment of Mr. Akhil
A. Monappa (DIN: 09784366) as an Independent Director ("ID") of the Company:
Based on the recommendation of Nomination and Remuneration Committee
("NRC"), the Board at its meeting held on May 17, 2023 approved
appointment of Mr. Akhil A. Monappa (DIN: 09784366) as an Additional Director
(Independent) of the Company with effect from May 17, 2023 till the conclusion of the
ensuing AGM. The Board of the Company has recommended his appointment as an ID for the
first term of 5 (five) consecutive years effective from May 17, 2023 till May 16, 2028,
which shall be subject to the approval of the members by way of Special Resolution at the
ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity and
experience (including proficiency) for appointment as an ID of the Company.
iii. Re-appointment of Ms. Dharmishtaben N. Raval (DIN: 02792246) and
Mr. Srivishnu R. Nandyala (DIN: 00025063), as the IDs of the Company:
Ms. Dharmishtaben N. Raval and Mr. Srivishnu R. Nandyala were appointed
as the IDs of the Company by the members on July 31, 2019 for the first term of 5 (five)
consecutive years effective from March 11, 2019 upto March 10, 2024.
The Board of the Company, based on the recommendation of NRC,
evaluation of the balance of skills, knowledge and experience on the Board and further, on
the report of performance evaluation and subject to approval of members at the ensuing
AGM, by way of special resolution, has recommended the re-appointment of Ms. Dharmishtaben
N. Raval and Mr. Srivishnu R. Nandyala as the IDs of the Company, to hold office for the
second term of 5 (five) consecutive years on the Board of the Company w.e.f. March 11,
2024 upto March 10, 2029.
In the opinion of the Board, they possesses requisite expertise,
integrity and experience (including proficiency) for appointment as the IDs of the
Company.
iv. Declaration of Independence:
The Company has received declaration of independence as stipulated
under sections 149(6) and 149(7) of the Act and regulations 16(1)(b) and 25 of the Listing
Regulations from IDs confirming that they are not disqualified for continuing as an ID.
There has been no change in the circumstances affecting their status as an ID of the
Company.
All the Directors of the Company, who are required to get registered,
have registered themselves with The Indian Institute of Corporate Affairs. Further, as per
the declarations received, none of the Directors of the Company are required to give
online proficiency test, except one ID (who shall comply with the provisions within the
prescribed time frame), as per the first proviso to rule 6(4) of The Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.
v. Profile of Directors seeking appointment / re-appointment:
As required under regulation 36(3) of the Listing Regulations and
standard 1.2.5 of Secretarial Standard-2 on General Meetings issued by The Institute of
Company Secretaries of India, a brief resume of the Directors seeking appointment /
re-appointment at the ensuing AGM, the nature of expertise in specific functional areas,
names of companies in which they hold directorships, committee memberships /
chairpersonships, their shareholding in the Company, etc. have been furnished in the
explanatory statement to the notice convening Twenty Ninth AGM.
vi. K ey Managerial Personnel ("KMP"):
Based on the recommendation of NRC, the Board at their meeting held on
July 29, 2022, appointed Mr. Nandish P. Joshi as the Company Secretary and Compliance
Officer and designated as Whole-time Key Managerial Personnel of the Company effective
from July 29, 2022 in place of Mr. Dhanraj P. Dagar who ceased as the Company Secretary
and Compliance Officer of the Company w.e.f. May 9, 2022.
The following persons are the KMP as on March 31, 2023:
1. Mr. Tarun Arora, Chief Executive Officer ("CEO")
and Whole Time Director,
2. Mr. Umesh V. Parikh, Chief Financial Officer and
3. Mr. Nandish P. Joshi, Company Secretary and Compliance Officer
(w.e.f. July 29, 2022). vii. Boar d Evaluation:
Pursuant to the provisions of the Act and the Rules made thereunder and
as provided under Schedule IV of the Act and the Listing Regulations, the NRC / Board has
carried out an annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of its committees. The manner in which the
evaluation was carried out is provided in the Corporate Governance Report, which forms a
part of the Annual Report.
In a separate meeting of IDs, the performance of the Non-Independent
directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of Executive directors and Non-Executive directors.
The Board and the NRC reviewed the performance of individual directors
on the basis of criteria fixed by the Board / NRC.
The functioning of the Board, the Committees and performance of
individual Directors was found satisfactory.
viii. Nomination and Remuneration Policy:
The Board has on the recommendation of the NRC, framed a Policy on
selection and appointment of Director(s), Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate Governance Report, which forms a part of
the Annual Report and the weblink of the same is also provided in a separate section in
Corporate Governance Report
. ix. P ecuniary relationship:
During the year under review, except those disclosed in the Audited
Financial Statements, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company.
Insider Trading Regulations:
The Company has adopted the Code for prevention of Insider Trading as
per the SEBI (Prohibition of Insider Trading) Regulations, 2015. Other details on insider
trading regulations are provided in the Corporate Governance Report, which forms a part of
the Annual Report.
Directors' Responsibility Statement:
In terms of sections 134(3)(c) and 134(5) of the Act and to the best of
their knowledge and belief, and according to the information and explanations provided to
them, your Directors hereby make the following statements: i. that in preparation of the
Financial Statements, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any, ii. that such accounting
policies have been selected and applied consistently and judgments and estimates made 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 profit of the Company for the year ended on
that date, iii. that proper and sufficient care has been taken for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for prevention and detection of fraud and other irregularities,
iv. that the Financial Statements have been prepared on a going concern basis, v. that
proper internal financial controls were in place and that the financial controls were
adequate and operating effectively, and vi. that the systems to ensure compliance with the
provisions of all applicable laws were in place and adequate and operating effectively.
Board meetings :
4 (four) Board meetings were held during the Financial Year ended on
March 31, 2023. The Board approved 3 (three) resolutions by circulation, on May 9, 2022,
December 13, 2022 and March 31, 2023 respectively. Other information with regard to the
Board meetings is given in the Corporate Governance Report, which forms a part of the
Annual Report.
Audit Committee:
As provided in section 177(8) of the Act, the information about
composition of Audit Committee and other details are given in the Corporate Governance
Report, which forms a part of the Annual Report.
Recommendations of Committees:
The Board has accepted all the recommendations of the Committees of the
Board.
Composition of other Committees:
Composition of other Committees and other details of the Committees are
given in the Corporate Governance Report, which forms a part of the Annual Report.
Corporate Governance:
The Company has complied with the Corporate Governance requirements
under the Act and as stipulated under the Listing Regulations. A separate section on
detailed report on the Corporate Governance practices followed by the Company under the
Listing Regulations along with a certificate from Hitesh Buch & Associates, Practicing
Company Secretaries, confirming the compliance, forms a part of the Annual Report.
Auditors: i. Statutory Auditors and their Report:
Mukesh M. Shah & Co, Chartered Accountants, (Firm Registration No.
106625W) were appointed as Statutory Auditors from the conclusion of Twenty Sixth AGM of
the Company till the conclusion of Thirty First AGM of the Company. They have furnished a
declaration confirming their independence as well as their arm's length relationship
with the Company and that they have not taken up any prohibited non-audit assignments for
the Company.
The Board has duly reviewed the Statutory Audit Report for the
Financial Year ended on March 31, 2023 and the observations and comments, appearing in the
report are self-explanatory and do not call for any further explanation / clarification by
the Board in their Report as provided under section 134(3)(f) of the Act.
The Company has received the consent and eligibility certificate from
the said Statutory Auditors as required under the Act. ii. Cost Auditors:
Pursuant to the provisions of section 148(3) of the Act read with rule
4 of The Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the
cost records maintained by the Company in respect of its product ‘Nutralite' are
required to be audited. The Board has, on the recommendation of the Audit Committee,
appointed Dalwadi & Associates, Cost Accountants (Firm Registration No. 000338) to
audit the cost records of the Company for the Financial Year ending on March 31, 2024 at a
remuneration of ` 3.21 Lakhs (Rupees Three Lakhs Twenty One Thousand only) plus applicable
Goods and Services Tax and out of pocket expenses at actuals, if any.
As required under the Act and Rules made thereunder, the remuneration
payable to the Cost Auditor is required to be placed before the Members at General Meeting
for ratification. Accordingly, a resolution seeking ratification of the remuneration
payable to Dalwadi & Associates, Cost Accountants, by the members is included at Item
No. 8 of the Notice convening Twenty Ninth AGM.
iii. Secretarial Auditors and Secretarial Audit Report:
Pursuant to provisions of section 204 of the Act and rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed Hitesh Buch & Associates, Practicing Company Secretaries, to undertake
Secretarial Audit of the Company for the Financial Year ended on March 31, 2023. The
Secretarial Audit Report is attached herewith as Annexure-"B".
The Board has reviewed the Secretarial Audit Report and is of the
opinion that the observations and comments, appearing in the report are self-explanatory
and do not call for any further explanation / clarification by the Board in their Report
as provided under section 134(3)(f) of the Act.
Further, as per regulation 24A(1) of the Listing Regulations, the
Secretarial Audit Report of ZWPL, the material unlisted subsidiary company is attached
herewith as Annexure-"B1". iv. Annual Secretarial Compliance Report:
Pursuant to regulation 24A(2) of the Listing Regulations, Hitesh Buch
& Associates, Practicing Company Secretaries have issued Annual Secretarial Compliance
Report for the Financial Year ended on March 31, 2023. The report was placed before the
Board meeting held on May 17, 2023, which confirmed that the Company has maintained proper
records as stipulated under various Rules and Regulations and that, no action has been
taken against the Company or its material subsidiary or promoters / directors by The
Securities Exchange Board of India / BSE Limited / National Stock Exchange of India
Limited.
Cost Accounts and Records:
The Company has made and maintained the cost accounts and records as
specified by the Central Government under section 148(1) of the Act and Rules made
thereunder.
Compliance with Secretarial Standards:
During the year under review, 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, issued by The
Institute of Company Secretaries of India.
Business Responsibility and Sustainability Report:
Pursuant to the provisions of regulation 34(2)(f) of the Listing
Regulations, Business Responsibility and Sustainability Report forms a part of the Annual
Report.
Corporate Social Responsibility ("CSR"):
Pursuant to the provisions of section 135 of the Act and rule 5 of The
Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, the Board
has constituted a CSR and ESG Committee under the Chairmanship of
Dr. Sharvil P. Patel. The other members of the Committee includes Mr.
Ganesh N. Nayak and Mr. Savyasachi S. Sengupta. During the year under review, the
nomenclature of the Committee was changed to "CSR and ESG Committee" and terms
of reference of the Committee were amended to include the scope of ESG. A CSR Policy has
been framed and adopted by the Board and the same is uploaded on the website of the
Company.
As the average net profits of the company calculated as per section 198
of the Act was negative, no contribution towards CSR was required to be made for the
Financial Year ended on March 31, 2023. Other details on CSR, as required under section
135 of the Act read with The Companies (Corporate Social Responsibility Policy) Rules,
2014, are given in the Annual Report on CSR Activities in Annexure-"C".
Business Risk Management:
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate them. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
Pursuant to the provisions of section 134(3)(n) of the Act and
regulation 21 of the Listing Regulations, the Company has constituted a Risk Management
Committee under the Chairmanship of Dr. Sharvil P. Patel. The other members of the
Committee includes Mr. Savyasachi S. Sengupta, Independent Director, Mr. Kulin S. Lalbhai,
Independent Director and Mr. Umesh V. Parikh, Chief Financial Officer. The details of the
Committee and its terms of reference are set out in the Corporate Governance Report, which
forms a part of the Annual Report.
Discussions on risks and concerns are covered in the MDA Report, which
forms a part of the Annual Report.
Internal Financial Control and their adequacy:
The Company has designed and implemented a process driven framework for
Internal Financial Controls ("IFC") within the meaning of the explanation
to section 134(5)(e) of the Act. For the Financial Year ended on March 31, 2023, the Board
is of the opinion that the Company has sound IFC commensurate with the size, scale and
complexity of its business operations. The IFC operates effectively and no material
weakness exists. The Company has a process in place to continuously monitor the same and
identify gaps, if any, and implement new and / or improved controls whenever the effect of
such gaps would have a material effect on the Company's operations.
Managing the risks of fraud, corruption and unethical business
practices: i. Vigil Mechanism / Whistle Blower Policy:
The C ompany has built a reputation for doing business with honesty and
integrity and it has zero tolerance for any type of unethical behavior or wrongdoing. The
Company has in place a stringent vigil mechanism to report unethical behavior in order to
promote professionalism, fairness, dignity and ethical behavior in its employees.
In c ompliance with the provisions of section ) of177(9 the Act and
Rules made thereunder and regulation 22 of the Listing Regulations, the Company has
established Vigil Mechanism and framed Whistle Blower Policy for Directors and employees,
to report concerns about unethical behaviour, actual or suspected fraud or report
instances of leakage of unpublished price sensitive information or violation of the
Company's Code of Conduct or Ethics Policy and SEBI (Prohibition of Insider Trading)
Regulations, 2015. Whistle Blower Policy is uploaded on the website of the Company and
weblink of the same is provided in a separate section in Corporate Governance Report. ii.
Zy dus Business Conduct Policy:
The Company has framed "Zydus Business Conduct Policy". Every
employee is required to review and sign the policy at the time of joining and an
undertaking has to be given for adherence to the Policy. The objective of the Policy is to
conduct the business in an honest, transparent and ethical manner. The policy provides for
anti-bribery and avoidance of other corruption practices by the employees of the
Company.
Disclosure as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed
thereunder. Also, the Company has complied with the provisions relating to the
constitution of Internal Complaints Committee.
The Company always endeavors to create and provide conducive work
environment that is free from discrimination and harassment including sexual harassment.
The Company has in place a robust policy on prevention of sexual harassment at workplace.
The policy aims at prevention of harassment of employees, temporaries, trainees, visitors,
employees on contract or at client sites and lays down the guidelines for identification,
reporting and prevention of sexual harassment.
During the Financial Year ended on March 31, 2023, the Company has not
received any complaint of sexual harassment.
Annual Return:
As per the provisions of section 92(3) read with section 134(3)(a) of
the Act, the Annual Return for the Financial Year ended on March 31, 2023, in the
prescribed Form No. MGT-7 is available on the website of the Company at
https://www.zyduswellness.com/investor/Form%20MGT-7. pdf.
Particulars of Employees:
The information required under section 197 of the Act read with rule
5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is attached herewith as
Annexure-"D".
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the
Act read with rule 8(3) of the Accounts Rules, is attached herewith as
Annexure-"E".
General Disclosure:
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134(3) of the Act read with rule 8(3) of the
Accounts Rules, to the extent the transactions took place on those items during the
Financial Year ended as on March 31, 2023.
Apart from what is mentioned in this report, there are no material
changes and commitments affecting the financial position of the Company between the end of
the Financial Year and the date of this report.
Acknowledgement:
Your Directors place on record their sincere appreciation for the
continued co-operation and support extended to the Company by the Banks. Your Directors
also thank the Trade and Consumers for their patronage to the Company's products.
Your Directors also place on record sincere appreciation of the continued hard work put in
by the employees at all levels. Your Directors also thank the Company's Vendors,
Investors, Business associates, Stock Exchanges, Government of India, State Governments
and various departments and Statutory and Government agencies or bodies for their support
and co-operation.
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By Order of the Board of Directors |
|
|
Dr. Sharvil P. Patel |
| Date : Ma |
y 17, 2023 |
Chairman |
| Place : Ahmedabad |
|
DIN: 00131995 |
|