Abbott Annual Report
Abbott Annual Report
Abbott Annual Report
Godrej BKC, Plot C-68,”G”Block, 3, Corporate Park, Fax : (91-22) 5016 9400
15-16th Floor, Bandra-Kurla Complex, Sion Trombay Road, E-mail : [email protected]
Near MCA Club, Bandra (E), Mumbai - 400 071.India Website : www.abbott.co.in
Mumbai - 400 051. India CIN: L24239MH1944PLC007330
BSE Limited
Corporate Relationship Department
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai 400 001
Dear Sir/Madam,
Sub: Submission of Annual Report for the year ended March 31, 2020 as per Regulation 34(1)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
This is to inform you that the Seventy-sixth Annual General Meeting (“AGM”) of the Company is
scheduled to be held on Monday, September 7, 2020 at 9:00 a.m. (IST) through Video-
Conferencing (‘‘VC’’)/Other Audio-Visual Means (“OAVM”) in accordance with the relevant
circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board
of India (“SEBI”). We hereby enclose a copy of the Annual Report of the Company for the financial
year ended March 31, 2020, for your reference.
In compliance with the relevant circulars issued by MCA and SEBI, the Annual Report for the
financial year 2019-20, comprising the Notice of the 76th AGM and the Standalone Financial
Statements for the financial year 2019-20, along with Board's Report, Auditors’ Report and other
documents required to be attached thereto, is sent to all the Members of the Company whose email
address are registered with the Company/Depository Participant(s).
The detailed procedure to be followed for remote e-voting or e-voting during the AGM, Speaker
Registration, posting of queries and joining the AGM through VC/OAVM and live webcast has been
provided in the Notice of the AGM and on the website of the Company at www.abbott.co.in
Further final dividend of Rs. 107/- and special dividend of Rs. 143/- per Equity Share of Rs. 10/- each,
as recommended by the Board of Directors at its Meeting held on June 8, 2020, if approved by the
Members at the Annual General Meeting, will be paid on and from September 14, 2020 to the
Members whose names appear on the Register of Members as on September 7, 2020 and to the
Beneficial Owners of the Shares as on August 31, 2020, as per the details furnished by the
Depositories for this purpose. Further, please note that the cut-off date for determining the eligibility
of members to vote through remote e-voting or during the AGM is Monday, August 31, 2020.
Thank you.
Yours faithfully,
Abbott India Limited
Digitally signed by
KRUPA KRUPA KETAN
KETAN ANANDPARA
Date: 2020.08.16
ANANDPARA 11:34:47 +05'30'
Krupa Anandpara
Company Secretary
Membership No.: ACS 16536
Encl: a/a
PASSION
TO DELIVER
ABBOTT INDIA LIMITED | ANNUAL REPORT 2019-20
PASSION
TO DELIVER
Fueled by passion, Abbott India Limited has been delivering
value across the healthcare ecosystem for over 75 years.
WOMEN’S HEALTH MULTI-SPECIALTY
Products under this therapy enjoy a strong equity Differentiated products and marketing over conventional
and have a high level of credibility and trust, which is preparations for pain management, nutritional supplements, ABBOTT LABORATORIES
essential owing to their sensitive indications, with a vitamins and insomnia. At Abbott, we are dedicated to helping people live We have market-leading positions in every
high bar on safety (especially in pregnancy). more fully, in everything they do. We are creating business such as remote heart-failure monitoring,
the future of healthcare through life-changing transcatheter mitral-valve repair, heart pumps
technologies and products that make people (LVADs), stents, continuous glucose monitoring,
CENTRAL NERVOUS SYSTEM healthier and stronger, quickly identify when they chronic-pain devices, point-of-care testing, blood
GASTROENTEROLOGY Highly innovative and trusted products under this therapeutic have a medical need, and treat conditions to help and plasma screening, pediatric and
The products under this portfolio focus on upper and segment to alleviate the suffering of patients with vertigo, them get back to doing what they love. adult nutrition and multiple therapies in our
lower gastrointestinal tract (GI) issues along with epilepsy, migraine and depression, among others. medicines portfolio.
hepatic care. Our differentiated offerings beyond pills in We serve people in more than 160 countries with
this area and strong equity amongst the consumers are leading medical devices, diagnostics, nutrition To know more about Abbott visit
behind the sustained growth. products and branded generic medicines. Our www.abbott.com/
107,000 colleagues are helping millions of people
VACCINES to live better and healthier, every day around
A highly diverse portfolio catering to the immunology segment the world.
with products targeting influenza, typhoid, and diarrhoea.
METABOLICS
Products cater to hypothyroidism, hyperthyroidism KEY FACTS
and also for newer sub-therapies. Increasing patient
awareness and reducing reluctance to seek treatment
US$ 31.9 Billion 160+ countries 130+ years 1,07,000
CONSUMER HEALTH WORLDWIDE SALES (2019) PRESENCE OF LEADERSHIP WORKFORCE
as well as our approach toward continuum of care Consumer-directed products, including all variants of antacids
differentiate us from others in this segment. (antiflatulent) tablets, liquids and powders.
Irritable Bowel Exocrine Pancreatic Constipation Miscarriage and Constipation Preterm Labor Antacid Prevention of Typhoid GI Disorders Chronic Liver Diseases
Syndrome Insufficiency Infertility
Backed by Abbott India's 75+ year Highly performance-driven Market leadership Approach to lead
STRENGTHS reputation for quality, a reliable culture and powerful teams in multiple therapies from the front with our
supply chain, and expertise committed to our purpose and niche segments first-to-market healthcare
solutions, unique services
and execution excellence
6 ABBOTT INDIA LIMITED | ANNUAL REPORT 2019-20 7
OUR CAPITALS CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
A COMMITMENT TO KEEP
DOING MORE
In our journey of value creation at Abbott India, we continue to cross
milestones, driven by our empathy for the consumer. We derive support from
the strength of our relationships with our key stakeholders. Our six capital
assets are aimed at helping to improve these relationships in service of our
aspiration, which is to improve performance across the continuum of care.
FINANCIAL CAPITAL MANUFACTURED CAPITAL HUMAN CAPITAL INTELLECTUAL CAPITAL SOCIAL AND RELATIONSHIP NATURAL CAPITAL
Financial Capital is the internal Manufactured Capital is the Human Resource is the strongest Our Intellectual Capital CAPITAL Natural Capital refers to the natural
retained earnings generated by company’s tangible and intangible asset for the Company. Human Capital consists of strong heritage brands, Social and Relationship Capital refers resources we use to create value
the company and is used to grow infrastructure used for value creation refers to our employees’ competencies, highly experienced people, world- to the relationships we establish for our stakeholders and efforts
and support business activities. We through business activities. We knowledge and experience and their class technology, robust processes with our ecosystem of stakeholders, that we undertake to promote
judiciously and efficiently deploy have state-of-the-art manufacturing capability to utilize these to meet and systems. We rigorously make including the communities integral to natural resource preservation and
the funds to expand our business plant at Goa. The plant is critical for stakeholder needs. Our employees are the investments in new product our work, to create societal value. As environmental mitigation. We are
operations and deliver sustained the manufacturing of some of our key to our success and our focus remains developments, scientific research, a responsible corporate citizen, our committed to safeguarding a healthy
growth year after year. We key products such as Cremaffin, on attracting, engaging and developing clinical studies, improvised sustainability strategy is focused on environment for all by reducing
consistently enhance fixed assets Duphalac and Digene. We undertake the best set of talented people who packaging and enhancing our human achieving sustainable growth, delivering our environmental impact. This
productivity, working capital turns, a comprehensive review from time to share our vision and values and deliver capabilities to cater to the needs of innovative solutions and building shapes the way that we source our
and operating margins through time to improve our manufacturing exceptional outcomes for our customers. our customers. stronger communities. In addition to raw materials within India and how
robust planning and budgeting operations, enhance efficiency and We are committed to helping our people our philanthropic programs, we also we manufacture and distribute our
process. We ensure that we enhance productivity, while reducing cost. fully realize their potential, and this is support the training and education of products. Our approach is guided by
and add value to the financial We also undertake responsible done through providing unique career healthcare providers to improve access our internal policies and applicable
resources that our business generates partnerships with various local paths, customized learning experiences, to healthcare. laws of the land. We have set clear
for our stakeholders. manufacturers for manufacturing our development programs and job-specific environmental goals and made rapid
products to optimize cost efficiency training to help employees be successful progress in using energy and water
while ensuring highest quality in their current roles and develop their resources more efficiently while
standards. potential for future career paths. minimizing waste.
Read more 18 Read more 41 Read more 44 Read more 30 Read more 48 Read more 40
PASSION
TO DELIVER
EXCELLENCE
At Abbott India, we are passionate about enabling people
to enjoy good health and their best possible lives. This
drives us to deliver excellence in everything we do. Our
market-leading growth is a strong testimony to
this endeavor.
12 20
CHAIRMAN’S MESSAGE MANAGING DIRECTOR’S MESSAGE
14 22
10 YEAR FINANCIAL HIGHLIGHTS BUSINESS MODEL
16 24
MESSAGE FROM AMBATI VENU, STRATEGIC PRIORITIES
NON-EXECUTIVE DIRECTOR
26
18 OPERATING ENVIRONMENT
KEY PERFORMANCE INDICATORS
CHAIRMAN’S MESSAGE CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
SUSTAINABLE VALUE
relentlessly working alongside the for the well-being of our community.
government, to ensure continued
manufacturing of medicines We have had a few changes in our
250*
65*
with increased efforts on focused Board this year. Krishna Mohan
55*
research and development, to bring Sahni retired from the Board at
appropriate medical solutions. Your the end of his tenure. Jawed Zia
Company is no exception to that, and Mark Murphy also resigned
"To drive better growth, we will continue and we have taken extraordinary from the Board. We thank them
to incorporate the learnings from our efforts to remain committed for their valuable contributions.
to our customers by ensuring Shalini Kamath was appointed as
dynamic operating environment and uninterrupted supply of products
2018 2019 2020
an Independent Director and we
deep industry knowledge of today into while keeping the health and welcome her on the Board.
safety of our employees a priority. *includes Special Dividend
tomorrow’s business models." I would like to recognize Ambati
Resilience and adaptability shown
by our people during these critical
times has been and continues to be,
` 593 Crore Venu's contributions as Managing
Director and congratulate him
Dear Shareholders, PAT
commendable. on his elevation to a senior
The start of the new decade has been eventful for everyone. management position within the
I am proud to say that many of our
products, patient support programs
14.1% Abbott Group effective March 2020.
Your Company achieved several
At Abbott India, our purpose leads us, and we believe that PAT (% OF REVENUE)
through better health outcomes we will be able to build and and differentiated marketing and milestones under his leadership and
sustain a healthier, enriching world. I am happy to inform digital initiatives have received are privileged that we will continue
you that despite volatility and uncertainty, your Company external recognitions. Your to receive his guidance as
Company was also recognized The Indian pharmaceutical Non-Executive Director on our
once again delivered a strong performance in
as the Most Innovative MNC of sector which stands at the cusp of Board. I welcome Anil Joseph
FY 2019-20. Through our innovation and agility, we
the Year 2019 at the 12th Pharma innovation and transformation will as Managing Director effective
continued to create and deliver long-term sustainable value
Leaders Award. be led by the changing healthcare July 1, 2020. Anil has had several
across the healthcare ecosystem.
trends. To drive better growth, years of management experience
Keeping in mind our 75th year we will continue to incorporate with Abbott based in Singapore.
Over the last several years, we have continued to
in India and the remarkable the learnings from our dynamic
adapt to the changing environment. One of our critical
performance by the Company, your operating environment and deep On behalf of all Board members, I
success factors has been our agility in adapting to digital
Board has recommended a final industry knowledge of today into would like to extend my sincerest
transformation that is the norm. Last year, we created
dividend ` 107 and special dividend tomorrow’s business models. During gratitude to our employees for their
several ‘first-in-pharma’ ecosystems, pioneering initiatives
of ` 143 per equity share. the year, we laid out our plans to perseverance and commitment, our
in therapies such as vertigo, liver, thyroid, influenza and
reprioritize resources within key shareholders for their continued
others. We have taken a lead in imbibing an innovative
Abbott India stands for quality, trust growth areas, streamline operations trust in our endeavors and our
culture. We have partnered with health-tech start-ups
and partnership. We know how to and redefine our brand strategy. consumers for their confidence in
that endeavour to solve problems in the healthcare space
and developed a service plus open ecosystem, a necessity deliver high-quality healthcare, and our products.
our heritage is proof that we remain We are paving the way for greater
in today’s healthcare system. Also, keeping in mind the
committed for the long-term. collaboration amongst our Thank you
increasing healthcare needs of our consumers, we have
As part of our social initiatives, we employees and are always open
augmented our portfolio and successfully launched
have enabled access to essential to new ideas to facilitate possible
21 new products.
healthcare services and information, breakthroughs.
with support from qualified
healthcare professionals that As the COVID-19 situation evolves,
enhance disease diagnosis. we will continue to navigate and Munir Shaikh
MUNIR SHAIKH
CHAIRMAN
2010 2014
OPERATING RESULTS 2011* 2012 2015 2016 2017 2018 2019 2020
(13 M) (15M)
Total Revenue (Inclusive of excise duty/net of GST) 1031,97 1528,07 1696,93 2358,39 2364,56 2696,23 2996,33 3424,11 3791,89 4207,53
Material Cost 647,30 861,21 971,65 1297,41 1311,96 1492,03 1712,06 1904,74 2088,60 2315,65
Employee Benefit Expenses 111,20 167,35 206,20 299,74 305,40 341,09 345,27 393,69 435,58 476,11
Other Expenses 168,03 304,32 294,97 444,68 387,40 448,14 484,04 484,19 549,69 544,94
Depreciation and Amortization 11,25 15,00 19,49 21,93 14,94 14,44 16,43 16,19 16,92 59,61
Finance Cost 4 3 2 8 50 2,52 2,04 3,82 2,25 8,53
Profit Before Tax and Exceptional Items 94,15 180,16 204,60 294,55 344,36 398,01 436,49 621,48 698,85 802,69
Exceptional Items - - 10,39 - - - - - - -
Provision for Taxation 33,21 59,77 70,29 96,10 115,40 142,76 159,84 220,26 248,52 209,76
Profit After Tax and Exceptional Items 60,94 120,39 144,70 198,45 228,96 255,25 276,65 401,22 450,33 592,93
Earning Per Share - Basic & Diluted (`) 44.56 56.66 68.10 93.39 107.75 120.12 130.19 188.81 211.93 279.04
Dividend Per Share (`) 17.00 17.00 17.00 23.00 31.00 35.00 40.00 50.00 50.00 107.00
Special Dividend Per Share (`) - - - - - - - 5.00 15.00 143.00
ASSETS EMPLOYED
Fixed Assets (Net) 50,57 80,02 109,18 99,52 99,95 111,29 115,88 83,55 105,69 271,47
Other Assets (Net) 254,82 464,12 537,68 688,33 837,58 1084,31 1271,06 1609,21 1902,90 2160,24
Total Assets 305,39 544,14 646,86 787,85 937,53 1195,60 1386,94 1692,76 2008,59 2431,71
FINANCED BY
Share Capital 13,68 21,25 21,25 21,25 21,25 21,25 21,25 21,25 21,25 21,25
Other Equity 291,71 522,89 625,61 766,60 916,28 1174,35 1365,69 1671,51 1987,34 2410,46
Total Equity 305,39 544,14 646,86 787,85 937,53 1195,60 1386,94 1692,76 2008,59 2431,71
NUMBER OF SHAREHOLDERS 14,461 19,354 20,826 18,270 19,407 21,250 23,004 22,583 27,559 51,442
HEADCOUNT 1,767 2,425 2,667 2,766 2,867 2,956 3,083 3,322 3,485 3,551
871
Consumer needs are driving our menopause phase. We added our
core focus on innovation. We added global products – Duphalac Bears
718
21 new products to our portfolio and Duphalac Chews to our portfolio,
641
during the year. We have led with catering to a niche audience for their
improvements across the product gastrointestinal needs.
lifecycle by introducing new
packaging solutions, a new range of All of this has been made possible
flavours, simplified dosing and more. through an exceptionally positive,
productive and focused culture
"We are aiming at improving Our future-focused approach at our workplace. We introduced
2018 2019 2020
health outcomes across the has helped us navigate diverse several new talent management and
macroeconomic conditions. We leadership grooming initiatives such
continuum of care comprising undertook several restructuring as ‘Accelerate’ and ‘LEAP’ that aim to
awareness, diagnosis, treatment It is a privilege to welcome Anil
measures to improve our market build strong managerial capabilities.
Joseph as the new Managing
and compliance." Director. He is an Abbott veteran
opportunities and I am proud of As a part of Women Leaders of
our success – as many as 16* of our Abbott (WLA), we also launched the
and I am sure with his diverse
top 20 brands continue to dominate Wo-Mentoring program to mentor
experience, he will lead your
Dear Shareholders, the market. We have retained our more women leaders at the Head
Company to greater heights.
leadership position in most of the Office, plant and on field. Various
I am delighted to share that we were able to therapy areas we target, including wellness initiatives were undertaken
In my first message to you, I had
clock impressive results once again for women’s health, gastroenterology, to empower employees to face the
spoken about how Abbott India
FY 2019-20. Our Total Revenue stood at metabolics, pain management, dynamic environment around us.
as an organization ‘goes the extra
` 4,208 Crore, registering a growth of 11.0% central nervous system and vaccines.
mile’ in its steadfast commitment
over the previous year, while Net Profit grew Similarly, members of our ecosystem
to provide quality, affordable
by 31.7%. Even in the current challenging Patients today are more aware and such as healthcare providers,
healthcare solutions to people. As
times, we remain resilient and are able to hence, more empowered. They vendors, stockists and service
I look back, I realize that we are
continue providing products and services to look for more holistic customer providers play an extremely
constantly doing so. Not only have
our customers with the same commitment experiences. In response to this important role as enablers of our
we been able to restructure and
as always. growing consumerisation, we success. I thank them all sincerely for
redesign business as per the need
undertook several robust initiatives. having the same passion
of the hour, but we also continue to
The year brought a personal change for One of our oldest brands, Cremaffin, to deliver.
pioneer healthcare innovations.
me as I have now moved to a new role within became the newest entrant into the
Abbott Group. The last three-and-a-half years Over-the-Counter (OTC) category. I assure you that Abbott India
Over the years, we have aligned
of my work as Managing Director of Abbott remains ‘at the forefront of change’,
our priorities closely to our
India Limited will remain close to my heart. This year, we introduced India’s determined to grow sustainably
strategic intent. We are aiming at
I am grateful for the trust my colleagues only sub-unit quadrivalent flu and to create lasting value for all
improving health outcomes across
had in me during this time, as we continued vaccine. We have also formed our stakeholders.
the continuum of care comprising
to build on our achievements. I extend my an activation team for the
awareness, diagnosis, treatment
gratitude to all our shareholders and members vaccines division so that we can Sincerely,
and compliance. We continue to
of the Board for their faith in my leadership. It increase our reach in the adult
expand our service offerings to
has been an honor to serve you all. vaccination segment.
reach out to stakeholders beyond
the pill. With our pill-plus programs We pioneered the launch of a
in liver health, gut health, pancreas division focusing on menopausal
health, vertigo and thyroid health, health – the Miliana division.
AMBATI VENU
NON–EXECUTIVE DIRECTOR Ambati Venu
(MANAGING DIRECTOR UNTIL FEBRUARY 29, 2020)
* Source : IQVIA MAT March 2020
16 ABBOTT INDIA LIMITED | ANNUAL REPORT 2019-20 17
KEY PERFORMANCE INDICATORS CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020
14.0% 11.1% 14.3% 10.7% 11.0% 15.4% 15.2% 18.7% 18.9% 20.7% 28.2% 16.3% 22.4% 18.9% 21.3%
2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020
9.5% 9.2% 11.7% 11.9% 14.1% 23.9% 21.4% 26.1% 24.3% 26.7% 27.7% 16.0% 22.1% 18.6% 21.1% 4,708 4,639 5,449 7,296 15,451
*
Percentage to Total Revenue
differentiated We have a highly skilled, diverse and effective workforce. OUR INVESTORS
21
Through continuous training of our people and by hiring Consistent financial performance and strong returns
offerings. new talent, we secure sustainable future growth. to shareholders NEW PRODUCTS LAUNCHED
VALUES ~25,000
HEALTH CLINICS CONDUCTED
Guided by core values of Pioneering, Achieving, Caring
and Enduring at each stage, we are committed to OUR PEOPLE
conducting business ethically and strive to achieve the Dynamic, safe and rewarding place to work with clear 1,379 KL
highest quality standards. development opportunities, happy and fulfilling career and RAINWATER HARVESTED
be 'employer of choice' AT GOA PLANT
RELATIONSHIPS
Strong relationships with regulators and health
authorities across all our markets, and successful
collaborations with industry partners, enable us to OUR PARTNERS
E 1971,92 Lakh
achieve our purpose. Critical to our business, their expertise supports us in TOTAL VALUE ADDED
the delivery of medicines to patients in India. We aim to
DISTRIBUTED AMONG:
develop collaborative relationships to help them improve
CAPABILITIES EXCHEQUER: D 836,58 Lakh
their sustainability performance
Through our strong supply chain and distribution channels, EMPLOYEES: D 476,11 Lakh
we increase outreach to untapped urban and rural areas. SHAREHOLDERS*: D 531,23 Lakh
SOCIETY (CSR): D 11,64 Lakh
PROCESSES REPLACEMENT AND
OUR ENVIRONMENT AND LOCAL COMMUNITIES
We have clearly defined systems and robust processes EXPANSION#: D 116,36 Lakh
Reduction in carbon footprint, offering quality
focused on internal controls, operational excellence employment opportunities and better access to
effective risk operating model and governance structure, health outcomes and awareness
which are aligned to business objectives.
* Proposed dividend
22 ABBOTT INDIA LIMITED | ANNUAL REPORT 2019-20 # Replacement and expansion is Retained earnings + Depreciation 23
STRATEGIC PRIORITIES CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
A COMPREHENSIVE FRAMEWORK
THAT CONTINUES TO DELIVER
At Abbott India, we remain guided by United by a common overarching framework, at Abbott Our strategy aims to deliver strong returns to
India, our strategy ensures that our customers’ needs shareholders, best-in-class services to customers and
a singular belief that every individual are addressed, and we continue to remain relevant. continue being a sustainable business that adds value
deserves to live a healthy life. to the society.
FOCUS AREAS
OBJECTIVE OBJECTIVE
Being at the top helps us maximize Driven by a need to drive differentiation for our doctors To ensure that the strategic intent is We operate as a responsible business, Developing differentiated solutions to
opportunities, deliver unique solutions as well as patients and a commitment to bring high-quality, being delivered through a dedicated focusing on achieving ‘zero harm, zero alleviate the burden of Non-Communicable
for ‘now’ and ‘next’ therapies as per the affordable care across the patient ecosystem, continuum- talent strategy aimed at building discharge and zero waste’ thereby Diseases (NCDs) through community-
dynamic environment around us. centered care is essential to our offerings. Capacity, Capability and Culture. minimising environmental impact. based and community-led models that
demonstrate both sustainability and scale.
OUTLOOK FOR FY 2020-21 OUTLOOK FOR FY 2020-21
Our long-term intent is to cater AWARENESS TREATMENT Adapting to new ways of working Move toward a greener way of Continue adding value to the
to the need-gaps across the We will continue to improve Our clinical science efforts, KOL and investment in unique business; reduce absolute CO2 society.
healthcare ecosystem, and pioneer awareness among suspects through advocacy groups, and global capabilities – e.g. Digital. emissions, which would help
services that leverage our core advanced disease prevention guidelines and findings will continue ensure a smaller environment Committed to disease elimination
strength. education programmes and to improve and enhance scientific Talent development, engagement footprint. through Point of Care diagnosis,
on-ground interventions. knowledge, and thus treatment, for and retention. capacity building for healthcare
We have a robust pipeline of our patients. Promote circular economy workers, and improvements in
products for the next few years, DIAGNOSIS Driving a culture of principles increasing recycling and surveillance systems for effective
which along with our portfolio Digital therapeutics (DTx) will help COMPLIANCE intrapreneurship, diversity and beneficial use of waste. and efficient monitoring.
approach will help us establish our with evidence-based interventions It takes beyond treatment to solve inclusion.
presence across several therapy for improving the health outcome of the healthcare challenges. We will Address water scarcity by being
areas. patients across the care continuum; continue to increment innovations good water stewards.
partnering with key providers will in our efforts to improve compliance
Further raise the innovation bar for remain essential. along the care continuum with the
treatment and services for our key help of differentiated packaging and
therapies such as Women’s Health, patient support programs.
Thyroid and Gut Health.
Read more 34 Read more 30 Read more 44 Read more 40 Read more 48
30
THERAPY-SHAPING INITIATIVES
34
TRANSFORMATION ACROSS PRODUCT LIFECYCLE
36
UNIQUE SOLUTIONS
THERAPY-SHAPING INITIATIVES CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
DRIVING INNOVATION
DIFFERENTIATED ENGAGEMENT
AND AWARENESS
Today, our consumers are more aware than
Close engagement with consumers is ever before. Moreover, they believe in being
imperative to deliver quality solutions across actively engaged with brands. At Abbott India,
the care continuum. We undertake unique we consider this an opportunity to get to know
initiatives to reach out to patients and our consumers better. New-age marketing
caregivers, aimed at spreading awareness and technology is helping to drive this connect.
building confidence.
MAKING INDIA THYROID AWARE (MITA) We engaged with several leading doctors across the
With a continued focus on the metabolic health of country and created an experiential activation activity
REACHING OUT TO STAKEHOLDERS women, we partnered with the Indian Thyroid Society around the Balance Test. We hosted online videos
(ITS) to launch the MITA campaign, which promotes that showcased a credible and impactful way to drive
a holistic understanding of the thyroid condition awareness around vertigo.
among doctors, patients and the masses.
D ACTIVE
We also rolled out an e-signature pledge activity, where This campaign is aimed at improving awareness on
for every endorsement from a doctor, we provided one Vitamin D and providing affordable diagnosis. We
free-of-cost thyroid screening for an underprivileged organized over 500 such clinics.
woman in India.
~ 250 Million We disseminated patient education material and used
CONSUMERS REACHED
GUTFIT multi-media channels to share findings from a recent
THROUGH VARIOUS CAMPAIGNS The unique patient support program has emerged study on the high prevalence of Vitamin D deficiency in
as one of the largest Lifestyle Management (LSM) hypertensive and diabetic patients.
programs in the GI space.
#WINOVEREPILEPSY PANCRECARE
This was our multi-city program aimed at increasing Launched in 2018, Pancrecare provides comprehensive
BETTER INFORMATION FOR BETTER
awareness and challenging the social taboo around disease management solution for Chronic Pancreatitis/ HEALTH DELIVERY
epilepsy. With doctor driven content, we could Pancreatic Exocrine Insufficiency (PEI) patients.
reach a substantial population across 47 cities through The platform supports healthcare professionals in
the program. managing patient needs and enables disease awareness
To help provide the latest science and information, we
and counselling. This year, there was a 100% increase are connecting with various stakeholders, including
in patient enrollment and a 80% higher average therapy medical professionals and other healthcare providers,
adherence among patients.
across a range of platforms. We are working on a
number of digital-led solutions to be able to drive our
customer engagement and enhance their experience
with our brands.
IMPROVING PATIENT
HEALTH OUTCOMES
Innovation is a core element of our culture at Abbott India. Our
approach to product development is holistic, with an ultimate
aim to improve consumer experience. We innovate with an aim
to drive impactful health outcomes. Our proactive approach to
innovation is to understand the patients’ needs and experiences
with and through treatments.
R&D EXPERTISE
R&D remains relevant to our business and is
instrumental in driving its growth. Our operational THOUGHT LEADERSHIP
R&D and business development teams constantly Science-led innovation remains at the
focus on developing solutions tailored to Indian
forefront of our novel endeavors at Abbott
healthcare requirements.
HOLISTIC SOLUTIONS
FOR HOLISTIC CARE
Our approach to improve product development PRODUCTS LAUNCHED DURING THE YEAR*
is holistic, with an ultimate aim to improve
consumer experience. We go beyond quality as
a fundamental requirement and bring in various
aspects to improve compliance to treatment.
WINFLUENZA
We launched the first-ever sub-unit quadrivalent
flu vaccine, Influvac Tetra, in India this year, the
Drug Controller General of India (DCGI) approved Fidonal, VIADEK, UDISTRONG Orange, Udistrong sachet – Cranberry, Evitol, Udisyp, Creon SD,
vaccine for children between 6 months and 3 years Digene Ultra Fizz, Duphalac Bears 1.6, Duphalac Chews 3.3, Tenfoplus, Cremadiet + 300, Antoxipan sachet
of age. We also ran a multi-media PR campaign
‘Mother against Influenza’ across India; this included
an influencer-led digital campaign and ‘Ek Faisla Alvida
Influenza’ radio campaign.
ADULT VACCINATION
OUTREACH PROGRAM
We launched an Adult Vaccination Program
which includes vaccines for flu, typhoid and more, in
order to help safeguard people’s health. The campaign
aims to create awareness regarding adult immunization Femoston, Femilon, Cetropro, Novelon, Parihep Influvac Tetra
and better health outcomes as well as educate
clinicians on the management of infectious diseases in
adult populations.
PASSION TO
DELIVER WITH
COMPASSION
Since inception, Abbott has been driven by a
strong sense of compassion to use our knowledge,
expertise and execution capabilities to help
alleviate suffering and improve patient lives
globally. The same purpose courses through
Abbott India as well. Our compassion extends to
our partners on our journey, which includes the
communities among which we operate as well as
the environment at large.
40 52
ENVIRONMENT BOARD OF DIRECTORS
44 54
PEOPLE MANAGEMENT TEAM
48 55
CORPORATE SOCIAL REWARDS AND RECOGNITION
RESPONSIBILITY
50
ETHICS AND GOVERNANCE
ENVIRONMENT CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
PRIORITIZING
RESPONSIBLE OPERATIONS
We strive to reduce our environmental We are committed to making our operations more
sustainable. We are increasingly driving measures
impact by conducting our business to utilize resources such as water and energy more
efficiently and in accordance with judiciously, reduce waste and minimize emissions.
environmental laws, regulations and We prioritize supply partners who adhere to similar
standards of efficiency and environmental performance.
industry standards.
15% 0.5% ~25% ~14% 83% Zero Lost Time Injury 108 KWH
TABLETS LIQUID IN TABLET CAPACITY IN LIQUID CAPACITY SCORE AS PER BAROMETER SURVEY EIGHT YEARS IN A ROW SAVINGS PER DRYING
CONDUCTED BY NATIONAL SAFETY COUNCIL CYCLE OF SLUDGE
WASTE MANAGEMENT
WATER CONSERVATION FOR FY 2019-20 (%)
EFFICIENCY THROUGH SUPPLY CHAIN WASTE REDUCTION
• 2 KL/day of water saved by installing new vacuum pump AND DISTRIBUTION NETWORK We adhere to the requirements of Plastic Waste
with Hydropack system, which cools and circulates We improved our speed and agility in servicing Management Rules as laid down by the Central
water for vacuum pump operation. institutional orders through the Barwala stamping Pollution Control Board.
• Free flowing taps fitted with shower orifice reduced the
water consumption by 25% used in washrooms.
facility. We are the first in the industry to have a
stamping facility that follows Good Manufacturing
During the year, we collected around 1,400 MT of Zero Waste
post-consumer waste through our Extended Producer
Practices (GMP), quality and regulatory compliance.
Responsibility (EPR) partners. This waste is recycled or to Landfill 38
• Significantly reduced our water consumption through Benefits achieved through this facility:
disposed of in a scientific manner. 60
introduction of pre-sleeved bottles in both liquid lines.
• Substantial speed gain in reducing logistics time
(ZWL)
It has also eliminated the requirement of steam at the The site continued sending hazardous waste for co-
rate of ~12 KL per day. from 45 days to 7 days
processing.
• Flexibility in servicing small institutional orders 2
• Adopted ways to ensure that all the waste generated
• Significant reduction in logistics cost
at site is either recycled, reused for beneficial use,
Moreover, we also established Online Temperature composted, or sent to co-processing for energy recovery.
Monitoring System (OTMS) for all warehouses. FOR FOR CO- FOR
• Continued to be internally certified as Zero Waste to
QUALITY Temperature sensors are kept in warehouses at
Landfill site. RECYCLING PROCESSING COMPOSTING
• Completed World Health Organization (WHO) extreme hot and cold spots. Sensors wirelessly update
evaluation, Food and Drug Administration (FDA) temperature to the online portal every minute. Hooters
audits and Audit Quality Review (AQR) successfully at the warehouses give an alarm any time there is a
with zero critical and zero major observations temperature excursion.
• No product action during 2019
• No high impact and recurring complaints
TALENT STRATEGY
Our India Talent Strategy (ITS) aims to attract and certification programs and designed clear career paths
retain talent aligned with the organizational vision. We for field employees; our HR and talent strategy teams
carry out periodic assessments to gauge readiness for meet every month to monitor and maintain oversight.
first and second line manager roles. We have launched
3,551
PROPOSITION
3,485
strong encouragement to our women leaders through our
3,322
Women Leaders of Abbott (WLA) employee network.
PERFORMANCE SOUND DIGITAL
WLA helps women advance their careers through
CULTURE GOVERNANCE INNOVATION
structured training, development and networking events,
supports them through various initiatives and allowances
needed at critical life stages, conducts diversity drive that
2018 2019 2020
covers five cities and the Head Office to share insights
from our WLA activities.
330
AREA BUSINESS MANAGERS
UNDERWENT EXTERNAL ASSESSMENT
HEALTH CLINICS FOR ENHANCING communities. The key objectives of the program are
ACCESS TO HEALTHCARE improving health outcomes and creating livelihood
We have successfully developed 25,000 health opportunities. We are also helping build capacity for
clinics and impacted over 5.5 Million people across livelihood interventions within and beyond the program.
650 locations in India. These clinics have facilitated
access to essential healthcare services and information. DISEASE ELIMINATION PROGRAM
These are being supported and advanced by qualified We are supporting a partnership between the
doctors and healthcare professionals that help expand Government Odisha and Malaria No More with
disease diagnosis and access to care. The clinic also help technology, expertise and funding to advance efforts
raise awareness on and improve care for epilepsy and to end malaria in the state. We have supplied 1 million
liver diseases. of Abbott’s Rapid Diagnostic Tests (RDTs) for Malaria
and technical expertise to strengthen Odisha's malaria
CREATING LIVELIHOODS detection and surveillance system, and develop a
We support Self-Employed Women’s Association comprehensive elimination strategy. Through persistent
(SEWA) and are working to develop novel models to interventions around these and innovative approaches,
make quality healthcare accessible among low-income Odisha achieved an 80 percent reduction in cases in
populations at affordable prices. These engagements less than one year, and another 50 percent drop in the
demand community mobilization (20,000 SEWA following year. We now have a model that has proven its
women and their families involved), sensitization, efficacy in eliminating malaria and is ready for adoption CSR SPEND
behavioral change, improvements in surveillance across other malaria-affected states in the country.
systems, partnerships with healthcare providers ` 9,12 Lakh ` 11,28 Lakh ` 11,64 Lakh
90%
and government assistance. With SEWA, we launched
two community clinics that provide primary, acute 2018 2019 2020
and NCD care. The SEWA health master trainers were REDUCTION IN THE NUMBER OF
trained in making screening and care accessible to MALARIA CASES AND DEATHS IN ODISHA
BACKED BY AN
UNMATCHED LEADERSHIP
THE MOST INNOVATIVE MNC OF THE YEAR 2019 GUTFIT - BEST PATIENT EDUCATION PROJECT AWARD
at the 12 Pharma Leaders Award
th at ZEE Business’s - National Healthcare Leadership
Awards
BEST FINANCIAL CONTENT FOR THE 75TH ANNUAL
REPORT at India Content Leadership Awards GUTFIT - OUTSTANDING PATIENT SUPPORT PROGRAM
MILIND TENDULKAR KEYA PHATNANI SRIDHAR KADANGODE MANDAR KESKAR at ET Now’s World Mental Health Congress Awards
Commercial Director - Director – Director – Finance Associate Director -
GenNext & Vaccines Business Human Resources Consumer Care BEST ONLINE COMMERCIAL - for #MomvsFlu at the
Drivers of Digital (DOD) Awards UDILIV - BRAND OF THE YEAR -BRONZE
at the AWACS Award - Acute category
BEST USE OF MOBILE LEARNING’ from the World HRD
Congress, in the 7th Global Training & Development THYRONORM - BRAND OF THE YEAR - SILVER at the
Leadership Award AWACS Award - Chronic/Subchronic Category
the informed consumer today is kept at the heart of business - Price controls and regulations : Downward pressure
operations. In the emerging markets, pharma businesses are on drug prices is likely to intensify due to the inclusion of
increasingly leveraging insights and adapting to changing more medicines in the 2020 update of the National List of
consumer needs – emotional and behavioral, and not merely Essential Medicines (NLEM). Additional downward
clinical - to stay relevant and build a sustainable business. pressure could come from the government’s plans to
OPPORTUNITIES AND CHALLENGES implement trade margin caps more widely in 2020.
Increase in the price of APIs imported from China due to
There are multiple factors which impact industry growth and rate hike in 2019 and supply disruption in 2020 is likely to
profitability. Severe price pressure is expected due to create upward pressure on drug prices. NLEM could be
expansion of pricing regulations and increasing regulatory updated more frequently in the future.
interventions. Influx of first-time patients from the National
Health Protection Scheme (NHPS) into the healthcare The 2019 amendment to the Drug Price Control Order
ecosystem, relaxation of regulations for patented drugs, and (DPCO) broadens provisions for exemptions from price
controls to cover all patented medicines as well as
increasing spend on preventive healthcare could emerge as
products granted orphan drug status. Together with the
major growth drivers over the next few years. In the medium
new rules governing drug registration and clinical
term, successfully navigating the COVID-19 crisis will be on
research activity notified in March 2019, this is likely to
top of the mind for all companies.
encourage investment from originators and result in
Factors which impact industry and Company growth include : early launches of more innovative, patented drugs.
- Technology and Digitalization : Technology led Frequent and unexpected changes in the domestic
revolutionization of the healthcare industry is likely to pricing policy have created an uncertain environment
be expedited in the year 2020 due to the global for investments and innovation. The Government and
pandemic. While healthcare professionals will remain stakeholders would need to productively engage in
the single largest influencers of treatment and medicine order to develop a framework that ensures availability
choice, changes in the way doctors interact with both and accessibility of affordable drugs for citizens, while
patients as well as sales representatives will open up a ensuring a workable pricing structure for pharmaceutical
new array of opportunities for pharmaceutical companies.
companies. Remote healthcare, patient empowerment - OTC drug regulations : With rising patient
and multichannel engagement are likely to be some of empowerment and growing willingness to self-medicate,
the important emerging trends. Rapid adoption of new there is a growing demand for the drafting of a well-
working models will be key to success for pharmaceutical defined over-the counter (OTC) drug policy. Creation of a
companies in 2020 and beyond. regulated OTC market coupled with stricter enforcement
of prescribing and dispensing regulations will drive
- National Health Protection Scheme : NHPS was
growth in the OTC space. The Company is well placed to
launched by the Government of India in 2018 with the
benefit from such a policy with its dedicated OTC vertical.
objective of providing free health coverage at the
secondary and tertiary level to the poor and vulnerable - Uniform Code of Pharmaceuticals Marketing
sections of the population. NHPS has expected to cover Practices (UCPMP) : UCPMP, while currently
50 Crore beneficiaries in 10 Crore families. The National voluntary, could become mandatory shortly. A
Health Agency projects a four-fold increase in the mandatory code would require ethical marketing
number of patients treated annually in India, rising to practices to be followed by all companies. Given that the
10 Million over the next few years. The pharmaceutical Company has a strong compliance process in place, it
industry stands to be a prime beneficiary from the massive would be well positioned under a strict enforcement of
influx of first-time patients in the healthcare system who UCPMP.
are prescribed medicines at the primary care level. REVIEW OF OPERATIONS
- Specialty medicines : These will witness increased The Company has consistently grown in the Indian market,
demand across both developed and pharmerging supported by the quality care it offers by way of innovative and
markets, and are projected to account for more spending trusted products, and backed by expert clinical support.
than previously. Its position has been further enhanced through strong
57
BOARD’S REPORT AND MDA
(vi) Operating Profit Margin (%) Gastroenterology : The Company grew by 9.9% in this area
during the year, mainly driven by Cremaffin, Udiliv and
Operating Profit Margin is a profitability or performance
Duphalac. Our differentiated offerings beyond pills, a strong
ratio used to calculate the percentage of profit a Company
portfolio - from Gastro to GPs - and strong equity amongst the
produces from its operations. It is calculated by dividing
consumers are behind the sustained growth. A new, robust
the Earnings Before Interest and Taxes by Revenue from
operations. product introduction process through extensive market
research has helped to further enhance the portfolio.
(vii) Net Profit Margin (%) The focus remains on the launch of new products in the
The net profit margin is equal to how much net income or Gastrointestinal (GI) space.
profit is generated as a percentage of revenue. It is
During the year, 12 new products viz. Evitol (Non alcoholic
calculated by dividing the profit for the year by Revenue
fatty liver disease or NAFLD), Fidonal (Anal Fissures), Udisyp
from operations.
(Liver Disorders), Tenfoplus (Hepatitis B), Viadek (Pancreatic
(viii) Return on Net Worth (%) Exocrine Insufficiency or PEI), Udistrong Orange (Liver
Diseases), Creon SD (Pancreatic Exocrine Insufficiency or
Return on Net Worth is a measure of profitability of a
Company expressed in percentage. It is calculated by PEI), Cremadiet + 300 (Constipation), Udistrong sachet –
dividing total comprehensive income for the year by Cranberry (Liver Diseases), Antoxipan sachet, Duphalac Bears
average capital employed during the year. 1.6 (Constipation – Pediatrics) and Duphalac Chews 3.3
(Constipation - Pregnancy) were launched.
Business Performance
Metabolics : This portfolio grew by 27.9%, driven mainly by
The Company operates in a single reportable business segment NeoMercazole and Thyronorm, which retains flagship
i.e. “Pharmaceuticals”. The Company provides products and position* in its respective segment. Integration of the thyroid
solutions across various therapy areas such as Women’s portfolio to optimise spend and increase market share,
Health, Gastroenterology, Central Nervous System, introduction and improvement of line extensions to facilitate
Metabolics, Multi-Specialty (Pain Management, Insomnia, differentiation, and entering bacterial vaginosis with new sub-
Nutritional supplements and Vitamins), Vaccines, Consumer therapy (pre-probiotics) to leverage equity with Gynecs are
Health, etc. some of the major drivers of performance. Increasing
Performance for the year under review in respect of the awareness remains the key priority for sustained growth.
Company’s various therapeutic segments are highlighted Central Nervous System : This portfolio showed a growth of
below : 12.6% during the year. Vertin and Prothiaden continue as the
Women’s Health : This portfolio has consistently shown market leaders* in their segments. Creation of hybrid
strong growth over the last several years. This year it grew by structure, marketing resource allocation strategy and
21.9% led by Duphaston. Strong brand equity, coverage of reduction of attrition on account of team engagement have
gynecologists and high level of trust and credibility owing to helped this portfolio to show good performance during the
sensitive indications with a high premium on safety (especially year. Introducing new sub-therapies and life-cycle
in pregnancy) are drivers of growth. Introduction of newer management support for older molecules
indications, addition of new products to expand the portfolio, remain key priorities. Also, during the year, Epishield
setting up separate sales and marketing teams to increase (Micronutrients/Epilepsy) was launched.
focus on In Vitro Fertilisation (IVF) are some of the initiatives Multi-Specialty : Under this segment, the Company offers
undertaken during the year to sustain the growth. Increasing products for Pain Management, Insomnia, Nutritional
awareness and widening the portfolio to strengthen market supplements and Vitamins. This portfolio showed a growth of
presence remain the key focus areas. 4.4% during the year which was mainly driven by Zolfresh,
During the year, 5 new products viz. Femoston (Hormone Arachitol Nano and Brufen. Promotion of specialty brand
replacement therapy or HRT), Femilon (Contraception), matrix and creation of the leadership academy for capacity
Novelon (Contraception), Cetropro (Prevention of premature building have helped maintain growth. Introduction of new
ovulation) and Parihep (Thromboembolic conditions) were molecules and expanding the portfolio through scientific
launched. research and market studies remain the key priority.
*Source : IQVIA 59
BOARD’S REPORT AND MDA
Vaccines : The key brands in the vaccines portfolio are MEDICAL RESEARCH AND KNOWLEDGE SHARING
Influvac, Enteroshield and Rotasure. The portfolio showed INITIATIVES
strong double-digit growth of 20.4% and contributed 3.9% of Evidence-based medicine is gaining importance in
Sales for the year. The growth was mainly driven by Influvac, empowering healthcare professionals to ensure better patient
a number 1* product in its participated market. A separate task care. Research studies undertaken by the Company, ranging
force was set up to target the untapped adult vaccination from real-world evidence based studies (observational or
market. Focus is to expand the portfolio beyond the current epidemiological) to registration studies, have been
instrumental in defining and driving organizational
set of vaccines and target segments. The Company has a
strategies and creating high-quality scientific evidence, thus
licensing arrangement with Bharat Biotech India Limited to
aiding the optimisation of healthcare.
market vaccines in the immunology segment.
During the year, the Company executed 12 new studies,
During the year, Influvac Tetra (Flu vaccine) was launched published 16 articles in major indexed journals, along with
and was a big hit in the first three months of its launch. making four international presentations. The Company
Consumer Health : The Company offers a few consumer- conducted registration studies for Influvac Quadrivalent
directed products, including all variants of Digene - tablets, vaccine, which was approved by the Indian health authorities
during the year and the vaccine is now available in the market.
liquids and powders. During the year, this portfolio showed
This new vaccine boosts protection against influenza by
strong growth of 19.5%. Cremaffin was consumerised to targeting an additional strain. All the studies were conducted
revitalise the brand. Good strategy and sustained investment in compliance with Good Clinical Practice (GCP) and
have helped achieve growth. Our focus remains on expanding regulatory requirements.
this portfolio.
Capability building of healthcare professionals has remained
During the year, two new products - Brufen Rapid (Analgesics) a high strategic priority for the Company. During the year,
and Digene Ultra Fizz (Antacid) were launched. more than 2,500 medical education programs were conducted
towards achieving this objective. The Company also
IMPACT OF COVID-19 partnered with over 12 medical associations to drive
The novel coronavirus continues to wreak havoc throughout capability building in various therapy areas. Furthermore, as a
the globe. It has forced millions across the world to remain continued commitment towards knowledge dissemination,
locked down in their homes and caused businesses to either 100 workshops were conducted, training approximately 1,800
medical staff. Over and above these, over 3,000 patient
close down or realign operations. The pharma industry has
awareness programs were conducted across India.
been energised by the fight against COVID-19 that has given
an impetus to research for new drugs or vaccines, but industrial OUTLOOK
work has been greatly affected by the pandemic, primarily We are positive that our continuous endeavor to help patients
through the disruption of supply chains. in all possible ways, sustained services and culture of trust-
building across stakeholders will hold us in good stead
Initially, the lockdown posed certain challenges for the
through this challenging year. Our values and resilience keep
Company. The Goa plant could not operate at optimum supporting us while we adapt to the new normal. We continue
capacity, availability of raw materials and finished stock from to enjoy the confidence of our consumers, business partners
third party manufacturers, supply chain and the distribution and investors. Additionally, new products and differentiated
were impacted marginally on account of disruption of services offered are contributing to the Company’s growth.
transportation. However, sufficient levels of inventory The Company continues to drive a faster growth rate, beating
maintained at various points in the distribution chain helped the market year-after-year.
in meeting the market demand. There was no significant As a Company we will continue to navigate during these
impact on the Company’s business operations. Manufacturing, difficult times and accelerate transforming our business. The
supply chain and distribution have substantially resumed to following are expected to be major enablers as we try to better
normal levels. The Company, its employees as well as its our service to customers and accelerate growth :
business partners remain committed and continue to ensure • Innovative models to engage with healthcare
the uninterrupted supply of products to meet the needs of professionals through multiple channels : Developing
our customers. presence across the entire customer journey through
innovative multiple channels of engagement, and Proposed expansion of drugs covered by the National List of
leveraging data collected from digital channels to Essential Medicines (NLEM) and restrictions on trade
augment capabilities of the sales force; enabling them to margin mark-ups will create uncertainties at market place.
engage with doctors and healthcare professionals and Growing awareness about cheaper alternatives to branded
create product awareness continue to remain a priority. generics and more channels providing access to them also
impact volume growth.
• Supporting patients beyond the pill : As healthcare
information becomes more readily available on the INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
internet, we are witnessing a change in consumer The Company has an internal control mechanism
behavior, with patients starting to be more involved in commensurate with its size and nature of business. These
making healthcare choices. The Company has been systems provide a reasonable assurance on achievement of its
engaging with patients directly through industry-first operational, compliance and reporting objectives, including
patient programs to provide education, counselling and safeguarding the Company’s assets, prevention and detection
support services. As these programs have shown success of frauds, accuracy and completeness of accounting records
in ensuring therapy adoption and adherence, we plan to and ensuring compliance with corporate policies.
explore targeted partnerships with other industry This mechanism is sound in design and the framework is
players and start-ups to expand to additional therapies. continuously evaluated for effectiveness and adequacy.
The Company has already scaled up the Knowledge The mechanism operates through well-documented standard
Genie platform and also plans to introduce a pregnancy operating procedures, policies and process guidelines.
focused patient support programme in 2020. Periodic analysis and reviews are conducted by the Senior
• Scaling up pharmacy engagement : Strengthening our Management to assess its efficiency. Also, the same is
discussed with auditors on a regular basis.
channel management capabilities and resources can
be a key differentiator in minimizing prescription The Internal audit plan is finalized based on current
substitution. India is rapidly moving towards a uniform perception of internal control risk and compliance requirement
quality standard and building capabilities for in consultation with the operating divisions. The Internal
pharmacists is critical to enable them to play a greater role Auditors, as a part of their audits, review the design of key
in the market. The Company’s dedicated OTC vertical will processes to assess the adequacy of controls.
continue to expand its coverage in this regard. The Internal audit reports issued by the Internal Auditors are
• Shaping therapies to accelerate key brands : We are discussed with the Senior Management and presented to the
prepared to accelerate growth of current brands and plan Audit Committee on a quarterly basis. An independent and
our future launches with clearly defined strategies empowered Audit Committee reviews the significant
developed through in-depth analysis of market trends observations and assesses the adequacy of the actions
along with a careful evaluation of our capabilities and proposed while monitoring their implementation. The Internal
strengths. Shaping of key therapies is critical to driving Auditors conduct a quarterly follow up for implementation/
remediation of all audit recommendations and the status report
therapy leadership and ensuring that we continue on our
is presented to the Audit Committee regularly.
path of consistent growth.
The Company has implemented both preventive and
RISKS AND CONCERNS
detection controls. Appropriate corrective actions taken to
The pharmaceutical Industry in India is strictly regulated by reduce the risks include the following :
the Government due to implications on health and safety.
• The Abbott Code of Business Conduct requires annual
This control is likely to increase in the future as the industry
certification by all employees;
grows in size and expands its presence in the international
markets. While regulators are committed to ensuring a positive • The Compliance Committee is formed with
business environment for pharmaceutical companies, representatives from all the operating groups;
synergies in policy and implementation will be something to • Senior Management has oversight of the compliance
look out for. programs;
61
BOARD’S REPORT AND MDA
• The Business Compliance Cell is assigned the readiness for first and second-line manager roles, we create a
responsibility of training, monitoring and ensuring common talent pool. Additionally, we have launched
employees’ compliance with the Company’s policies certification programs and career paths for field employees.
and procedures;
Several leadership development programs such as In-Stride,
• The Company has a Whistle Blower mechanism in Global Citizen Development Program, Emerging Leaders
place; Program, New Leaders Program, etc. were conducted during
• Internal investigation reports are presented before the the year.
Audit Committee on a quarterly basis; - An in-depth Talent Management Review was conducted
• Business divisions have periodic meetings with the with the aim of identifying successors for critical roles
Director, Office of Ethics and Compliance, to monitor within the organization, to determine the readiness of
and discuss compliance with various business processes. successors and provide them with an accurate actionable
development plan to move into identified critical roles.
The Company Management has assessed the effectiveness of
internal controls over financial reporting for the year ended - The ‘Accelerate’ programme was launched to develop
March 31, 2020 and basis the assessment, believes that the managerial capability, to increase team performance
processes are working efficiently and effectively. and drive higher employee engagement.
All First-Line Managers (FLMs) i.e. 330 Area Business
The Statutory Auditors have issued unmodified audit report
on the adequacy of the internal controls over financial Managers (ABMs) underwent an external assessment,
reporting and its operating effectiveness. and on the basis of this assessment result, an individual
development plan has been created for every manager.
HUMAN RESOURCES
- LEAP 2020 was a programme launched with the objective
At Abbott India, people are our strong and formidable assets. to assess and develop managerial capabilities within the
The Company provides holistic capabilities to its employees to organization and encourage talent mobility across
boost organizational performance. Their skill, dedication, zeal businesses. A competency framework was designed to
and agility are helping the business understand and respond to
measure managerial behavioral competencies; 221 field
changing healthcare needs so that the Company can live up to
its promise of helping people live fuller, healthier lives. employees (Territory Business Managers or TBMs)
underwent the assessment and will have customized
The Company encouraged employees to stay upbeat during the development plans to increase their readiness to take up
tough situation by conducting Mental Resilience workshops
FLM roles.
and COVID-19 awareness sessions. All employees were
supported with remote working tools viz. Global IT microsite, - ‘Wo-mentoring’ initiative was introduced, which provide
myHR portal, etc. a platform to accelerate development for women
During the time, employees were upskilled through the conduct employees through ‘Mentoring’. The programme aims at
of various ASK workshops, soft skills training programs, sales supporting women employees to ‘Build their Career with
and product refresher trainings and training on digital tools Confidence’. The initiative includes an on-boarding
and new ways of working. The training team delivered over process of Orientation Sessions to enable the mentoring
1600 sessions/topics virtually to engage the field. conversations, identification of development goals
Diversity continued to be a big priority last year. We conducted coupled with enablers in the form of employee connects
diversity drives across sales offices across India and at the and related learning interventions. Mentors share their
head office. At these events, our Women Leaders at Abbott expertise and guide proteges in their identified
(WLA) gave an insight of our Diversity initiatives. development areas. The said programme was extended
The Company’s Human Resource team has developed to the head office, plant and field employees.
and deployed integrated talent management practices that Periodic meetings are held between HR Leadership and the
encompass the entire employee life cycle - recruitment,
Talent Strategy teams to closely monitor progress on the
induction, development, career progression, rewards and
recognitions. various aspects of talent strategy and take necessary action.
Our Talent Management process is well embedded in our The Company believes in motivating and engaging employees
system and supports leadership, sales, marketing and support through shared goals, capability-building initiatives, career
functions. Through our uniform assessments to gauge the growth opportunities and provide an environment of
transparency, accountability and positive reinforcement. Various training programs are conducted at the plant on
The Company has 3,551 employees as on March 31, 2020. health and safety issues to build technical capabilities.
Employees are also encouraged to attend external training
Prevention of Sexual Harassment at Workplace programs on various topics such as regulatory requirements,
The Company has an Internal Complaints Committee (ICC) in ergonomics, machine guarding, hot work safety, road safety,
place as required under the Sexual Harassment of Women at industrial hygiene and industrial safety. The employees also
Workplace (Prevention, Prohibition and Redressal) Act, 2013. attend various training programs/seminars arranged by the
Inspectorate of factories and Green Triangle Society.
Appropriate training is imparted to employees regularly
through the online learning portal. In 2019-20, all employees A cross-functional team for emergency response and
completed the mandatory online training programme on firefighting is in place. Mock drills for fire-fighting and rescue
POSH (Prevention of Sexual Harassment). This training also operations are conducted in association with the local fire
brigade to keep the staff in a state of preparedness for any
forms a part of the new Employee Orientation programme.
emergencies.
During the year, one complaint was received by the
Special focus is maintained on critical safe work initiatives like
Company/ICC under the aforesaid Act and the same was
contractor safety, hand safety and working on heights.
appropriately closed.
Additionally, several employee engagement programs,
HEALTH, SAFETY AND ENVIRONMENT such as celebration of National Safety Week, World
Environment Day and Abbott EHS Month, were conducted
Health and Safety : to help build a sustainable EHS culture.
At Abbott, employees’ health and safety are the utmost During the year, the following initiatives took place at the Goa
priority and hence during the COVID-19 pandemic, the plant –
Company took key steps to protect and safeguard employees.
- Installed a new diesel pump and automated sprinkler
A crisis action team was formed on Day 1 of the outbreak.
system to reduce risk of business interruption and meet
Work from home transition for the pan-India sales workforce recommendations provided by Factory Mutual.
and HO employees was announced on March 19, 2020.
For employees at the plant, local transport was provided, - Safety retrieval system for confined space entry was
cleaning frequency was increased, and social distancing was installed for safe entry and retrieval of a person entering
ensured at the premises. the liquid manufacturing tanks, thus minimizing the risk
associated during confined space entry.
We are committed to keeping employees safe by preventing
dangerous incidents in and around the workplace. - 411 employees (including contractual employees)
underwent the Global EHS induction module, and 117
In educating our employees, we also empower them to
employees were trained on various aspects and on the
promote safer and healthier lives in their wider communities.
proper use of personal protective equipment, leading to
We strive to maintain the highest standards of Environment,
improved PPE compliance. To further improve Behavior
Health and Safety (EHS) practices.
Based Safety programs, 20 new observers were trained
The EHS Policy has been implemented through our Global through Abbott Global resources. Around 111 employees
EHS standards based on ISO 14001 and OHSAS 45001, attended training on Lockout Tagout (LOTO) and Slip Trip
supported by a well-defined EHS organizational structure, Falls (STF). A few employees attended various programs,
EHS Standard Operating Procedures and EHS specific such as effective functioning of safety committee, OSHE
programs that ensure that we meet all the local regulatory legal requirements, sharing best practices on OSHE, beat
requirements. air pollution, stress management etc.
The Safety Committee, comprising representatives from the Various Road Safety programs were conducted for field
workforce and Management, constantly work towards employees during the year. About 400 sales employees
resolving issues impacting plant safety and employee health. attended the one-day two-wheeler riding safety programme
Regular self-audits and third-party safety audits are conducted as part of the Behind the Bar training activity. This program
to verify compliance with the regulatory and internal safety was conducted by third-party consultants. 100% of the sales
requirements. The plant has a record of completing eight years employees completed the online defensive driving refresher
without lost time injury. training module.
63
BOARD’S REPORT AND MDA
There is continuous improvement on the Behavior Based The details of energy conservation measures and water
Safety (BBS) program and a visible improvement in safety conservation initiatives are provided in Annexure III.
culture has been observed. The Stop for Safety initiative is
The Company is adhering to the requirements of Plastic
being practiced in order to support the BBS program.
Waste Management Rules as laid down by the Central
Environment : Pollution Control Board. During the year, we have collected
around 1400 MT of post-consumer waste through our
A responsibility towards the environment is part of Abbott’s
Extended Producer Responsibility (EPR) partners. This waste
mandate. We continuously endeavour to minimize the use of
is recycled or disposed of in a scientific way. The Company is
renewable resources and cut down on carbon emission.
also working towards several upstream eco-initiatives that
In all our initiatives, we adopt a holistic approach and make
will help in plastic waste minimization, which is fundamental
efforts to curtail adverse environmental impact, if any. The
to the concept of EPR.
Goa site continued to implement multiple water conservation
and emission reduction projects. We provide training to our EHS employees on applicable EHS
regulations and internal technical standards through both
The Company has a state-of-the-art effluent treatment plant internal and external trainings and conferences. We promote
with parameters of treated effluents well below the limit EHS awareness and share best practices across Abbott
set by the local State Pollution Control Board. The plant is a through a dedicated month highlighting EHS topics, as well as
zero discharge plant. a monthly webinar series by subject matter experts.
Over the period of the last five years, the plant has achieved
more than 20% absolute water reduction in usage.
DIRECTORS
The rainwater harvesting project was effectively continued Mr Krishna Mohan Sahni (DIN : 02103128) retired as
at the plant this year. Total rainwater utilized during Independent Director from the Board effective close of
financial year 2019-20 was 1,379 kl, which reduced the intake business hours on October 28, 2019 upon completion of his
of purchased water. term. Mr Jawed Zia (DIN : 00191276) and Mr Mark Murphy II
(DIN : 08385393) resigned as the Non-Executive Directors
Major focus during the year was process optimization and effective February 29, 2020 and June 30, 2020. The Board
yield improvement. Along with increasing productivity, this places on record its sincere appreciation for the guidance and
initiative has helped prevent the discharge of raw materials support received from Mr Sahni, Mr Zia and Mr Murphy II
and solvents into the environment. We are continuously over these years.
improving our product yields, thus reducing wastages.
Ms Shalini Kamath (DIN : 06993314) has been appointed
Furthermore, gas emissions from the boiler and generator as Additional and Independent Director of the Company
stacks as well as the ambient air quality are monitored for a period of 3 (three) years effective October 29, 2019.
regularly, and they are well below the limits set by the State Ms Kamath holds a varied experience and expertise in the
Pollution Control Board. There is also a vermi-composting area of Human Resources, Business Development and
unit in place to convert canteen waste into organic manure, Social & Community Development. In the opinion of the
which is used in the lawns and in the plantation inside the Board, skills, integrity and experience possessed by
factory premises. Ms Kamath will be beneficial to the Company.
The plant retains its Zero Waste to Landfill (ZWL) Mr Ambati Venu (DIN : 07614849) was elevated to a new role
certification in matters of waste disposal. In financial year within the Abbott Group and, therefore, resigned as the
2019-20, 60% of the waste was sent for recycling, 38% for Managing Director of the Company effective February 29, 2020.
co-processing and 2% for composting. The plant continued The Board places on record its sincere appreciation for the
sending hazardous waste for co-processing. We ensure that accelerated growth of the Company during his tenure. Upon
energy from the waste is recovered, thus contributing to the recommendation of the Nomination and Remuneration
reduction of CO2 emission and global warming. 38% of plant Committee, he was appointed as Non-Executive Director,
waste was incinerated with energy recovery. eligible to retire by rotation, effective March 1, 2020.
During the year, World Environment Day was celebrated The Board at its Meeting held on June 8, 2020, based on the
with the participation of all plant employees. Environment recommendation of the Nomination and Remuneration
awareness sessions were conducted, and tree plantation was Committee, appointed Mr Anil Joseph (DIN : 08753233) as an
undertaken by the employees on this day. Additional and Managing Director of the Company for a
period of 5 (five) years with effect from July 1, 2020, subject to ii) appointment mechanism for Managing Director/
approval by the Central Government and Members at the Executive and Non-Executive Directors/Independent
ensuing Annual General Meeting. Directors/Key Managerial Personnel and Senior
Management;
In compliance with Section 152 of the Companies Act, 2013,
Mr Kaiyomarz Marfatia (DIN : 03449627) and Mr Munir iii) tenure of Managing Director/Executive Directors/
Shaikh (DIN : 00096273) retire by rotation at the ensuing Independent Directors;
Annual General Meeting and, being eligible, offer themself for iv) their removal process and succession planning.
re-appointment.
Remuneration Policy lays down the Company’s philosophy
In accordance with the provisions of the Securities and
and criteria as well as manner of determining the
Exchange Board of India (Listing Obligations and Disclosure
remuneration of Managing Directors, Executive/Non-
Requirements) Regulations, 2015, as amended from time to
Executive Directors, Independent Directors, Senior
time, approval of Members is sought through Special
Management, Key Managerial Personnel and other employees.
Resolution for the re-appointment of Mr Munir Shaikh, who
has attained the age of seventy-five years. Performance Evaluation of the Board, Board Committees
and Directors
Declaration of Independence
The Company has received declarations from all the The Company has adopted the Board Evaluation Framework
Independent Directors confirming that they meet with the and Policy, which sets a mechanism and criteria for the
criteria of independence prescribed under sub-section (6) of evaluation of the Board, Board Committees and Directors,
Section 149 of the Companies Act, 2013 and the Securities including Independent Directors. The same is available at
and Exchange Board of India (Listing Obligations and https://www.abbott.co.in/investor-relations/policies.html
Disclosure Requirements) Regulations, 2015, as amended As per the aforesaid Framework, Board and Board
from time to time. All the Independent Directors have Committees are evaluated by the Board through self-
registered themselves in the Independent Director’s assessment and group discussions. Parameters for evaluation
Database as managed by Indian Institute of Corporate Affairs. include structure and composition, frequency of meetings,
Number of Board Meetings devotion of time for important business, adequate access to
information, discussion with management and cohesiveness
Five Board Meetings were held during the year on May 27,
in the overall working which facilitates open discussion.
2019; August 8, 2019, August 22, 2019, November 12, 2019 and
February 7, 2020. The intervening gap between the Meetings Evaluation of the Directors is done by the Board (excluding
was within the period prescribed under the Companies Act, the director who is being evaluated) basis the suggested set
2013, Rules framed thereunder read with the Secretarial of questions/parameters set out in the aforesaid framework
Standards on Meetings of the Board of Directors. by the Nomination and Remuneration Committee.
Policy on Nomination and Appointment of Directors/ These criteria comprise Directors’ attendance, effective
Criteria for appointment of Senior Management and participation at Board/Committee Meetings, their
Remuneration Policy contribution at the Meetings, leveraging on his/her
The Company has adopted the Policy on Nomination and experience to provide the necessary insights/guidance on
Appointment of Directors/Criteria for appointment of Senior Board discussions and display of candor in expressing
Management and Remuneration Policy as per the provisions views even when they are in divergence with the rest of the
of Section 178(3) of the Companies Act, 2013 and the Rules Board, etc. Independent Directors at their separate meeting
framed thereunder. The said Policies are available on the evaluate the performance of the Board, Non-Independent
Company’s website at https://www.abbott.co.in/investor- Directors and the Chairman.
relations/policies.html
During the year 2019-20, questionnaire along with feedback
Nomination Policy acts as a guideline for determining forms were circulated to the Directors for evaluation of the
qualifications, positive attributes and independence of Board, Committees and Directors. The Board discussed the
Directors and matters related to the appointment and removal responses received from each of the Directors on the same.
of Directors and Senior Management. The Policy lays down – The Board also confirmed that the Independent Directors
i) criteria and terms and conditions with regard to continue to fulfil criteria prescribed under the Companies Act,
identifying suitable candidates who are qualified to 2013 and the Securities and Exchange Board of India (Listing
become Directors and Senior Management; Obligations and Disclosure Requirements) Regulations, 2015
65
BOARD’S REPORT AND MDA
and remain independent from the Management. Independent b) they have selected such accounting policies and applied
Directors, at their separate meeting, reviewed the them consistently and made judgments and estimates that
performance of Non-Independent Directors, Board and the are reasonable and prudent so as to give a true and fair
Chairman, considering the views of the other Executive and view of the state of affairs of the Company as at March 31,
Non-Executive Directors. 2020 and of the profits of the Company for that year;
KEY MANAGERIAL PERSONNEL c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
Mr Rajiv Sonalker, Chief Financial Officer and Ms Krupa accordance with the provisions of the Companies Act,
Anandpara, Company Secretary, are the Key Managerial 2013 for safeguarding the assets of the Company and for
Personnel of the Company as on March 31, 2020. Mr Ambati preventing and detecting fraud and other irregularities;
Venu ceased to be the Key Managerial Personnel effective
d) they have prepared the Annual Accounts of the Company
February 29, 2020. Mr Anil Joseph, Managing Director is
on a going concern basis;
appointed as the Key Managerial Personnel effective
July 1, 2020. e) they have laid down adequate Internal Financial Controls
to be followed by the Company and that such Internal
AUDIT COMMITTEE Financial Controls are adequate and are operating
The Audit Committee comprises Ms Anisha Motwani effectively;
(Chairperson), Mr Munir Shaikh, Mr Sudarshan Jain and f) they have devised proper systems to ensure compliance
Ms Shalini Kamath. Role of the Committee is provided in with the provisions of all applicable laws and that such
detail in the Corporate Governance Report, forming part of systems are adequate and operating effectively.
this Report. All the recommendations made by the Audit
RELATED PARTY TRANSACTIONS
Committee during the year were accepted by the Board.
Policy on dealing with Related Party Transactions and
VIGIL MECHANISM/WHISTLE BLOWER POLICY Materiality
The Company has in place Vigil Mechanism/Whistle Blower The Company has in place the Policy on dealing with Related
Policy called “Abbott India Limited – Procedure for Internal Party Transactions and Materiality in terms of requirements
Investigations”. It lays down a mechanism for reporting and of the Companies Act, 2013 and the Securities and Exchange
investigation of all unethical behavior, alleged or potential Board of India (Listing Obligations and Disclosure
violations of laws, regulations or Abbott Code of Business Requirements) Regulations, 2015. The said Policy is available on
Conduct, policies, procedures or other standards. the Company’s website at https://www.abbott.co.in/investor-
relations/policies.html
The said Policy is available on the website of the Company at
https://www.abbott.co.in/investor-relations/policies.html As per the said Policy, all Related Party Transactions are
pre-approved by the Audit Committee and Board, as and when
Employees have numerous ways to voice their concerns and
required. The details of such transactions are also reviewed by
are encouraged to report the same internally for resolution.
the Audit Committee on a quarterly/annual basis. Material
The said Policy provides for adequate safeguards against
transactions (transactions exceeding 10% of the annual
retaliation and access to the Chairperson of the Audit
turnover as per the last audited financial statements), if any,
Committee.
with any Related Party are pre-approved by the Shareholders.
Any concerns/grievances can be communicated through
various sources as provided under the said Policy or via Details of Related Party Transactions
toll free number 0008001001058 or online at The Company enters into the business transactions with
https://speakup.abbott.com various Abbott affiliate companies (“Related Parties”) in the
normal course of business and on arm’s length basis.
DIRECTORS’ RESPONSIBILITY STATEMENT All the transactions with the Related Parties during the
Pursuant to Section 134(5) of the Companies Act, 2013, your financial year 2019-20 were pre-approved by the Audit
Directors state that : Committee. Prior approvals of the shareholders are in place
a) in the preparation of the Annual Accounts for the year for the Material Related Party transactions. Actual
ended March 31, 2020, the applicable accounting transactions were reviewed by the Audit Committee on a
standards have been followed and there are no material quarterly basis. The details of the same are provided in Note
departures from the same; 40 to the Financial Statements.
Pursuant to Regulation 23(9) of the Securities and Exchange • Reducing operational surprises and losses – The
Board of India (Listing Obligations and Disclosure Company strives to gain enhanced capability to identify
Requirements) Regulations, 2015, the Company has filed potential events and establish responses, reducing
half yearly reports on Related Party Transactions with the surprises and associated costs or losses.
BSE Limited.
• Identifying and managing multiple and cross-enterprise
INVESTOR EDUCATION AND PROTECTION FUND risks – The Company faces a variety of risks affecting
(IEPF) different parts of the organization, and risk management
Pursuant to the applicable provisions of the Companies Act, facilitates effective response to the interrelated impacts,
2013, read with the IEPF Authority (Accounting, Audit, and integrated responses to multiple risks.
Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all
unpaid or unclaimed dividends are required to be transferred • Seizing opportunities – By considering a full range of
by the Company to the IEPF, established by the Government potential events, the Company is positioned to identify
of India, after the completion of seven years. Further, and proactively realise opportunities.
according to the IEPF Rules, the shares on which dividend has • Improving deployment of capital – Obtaining robust risk
not been paid or claimed by the shareholders for seven information allows management to effectively assess
consecutive years or more shall also be transferred to the overall capital needs and enhance capital allocation.
demat account of the IEPF Authority.
These capabilities, inherent in this Framework, enable the
During the year, the unpaid dividend and shares were
Company to achieve the performance and profitability targets
transferred in line with the above, the details of which have
and guard against loss of resources. It is also directed to help
been given in the Corporate Government Report.
ensure effective reporting and compliance with laws and
CORPORATE SOCIAL RESPONSIBILITY regulations, avoid damage to the entity’s reputation and
Corporate Social Responsibility (CSR) Policy associated consequences. The Company’s operations and its
business divisions are included in the scope of the Risk
The CSR Policy is available on the Company’s website at
Management Framework.
https://www.abbott.co.in/investor-relations/policies.html
A comprehensive exercise is done by the Risk Management
CSR initiatives undertaken during the financial year 2019-20
Core Team comprising of representatives of relevant
The Company incurred an amount of ` 11,64 Lakhs on various functional experts on an annual basis who help to identify
CSR programs during the financial year 2019-20. additional mitigating actions that may be required to ensure
The Annual Report of the CSR activities undertaken by the risk management keeps pace with the business strategy.
Company is annexed as “Annexure I” and forms part of this
The Company’s Chief Financial Officer presents an overall
Report.
Risk Management update to the Risk Management
RISK MANAGEMENT FRAMEWORK Committee, Audit Committee and Board once a year.
The Company recognises Risk Management as an integrated, STATUTORY AUDITORS
forward-looking and process-oriented approach. It has
developed a Risk Framework which is directed to enable the S R B C & CO LLP, Chartered Accountants (ICAI Firm
Management to effectively deal with uncertainty and Registration No.: 324982E/E300003), were appointed as the
associated risk and opportunity, enhancing the capacity to Statutory Auditors at the Seventy-fifth Annual General
build value. It enables to avoid pitfalls and surprises along Meeting of the Company held on August 22, 2019 for a period
the way. of five years i.e. from financial year 2019-20 to financial year
2023-24, to hold office till the conclusion of the Eightieth
• Aligning risk appetite and strategy – The Company
considers its risk appetite in evaluating strategic Annual General Meeting of the Company.
alternatives, setting related objectives and developing In terms of Section 40 of the Companies (Amendment) Act,
mechanisms to manage related risks. 2017 notified on May 7, 2018, the requirement for ratification
• Enhancing risk response decisions – Risk Management of appointment of Statutory Auditors by Members at every
provides the rigor to identify and select among Annual General Meeting has been omitted and accordingly,
alternative risk responses – risk avoidance, reduction, Members’ approval is not required for ratification of their
sharing and acceptance. appointment annually.
67
BOARD’S REPORT AND MDA
AUDITORS’ REPORT observation that the name of the Company is appearing in the
The Auditors’ Report for the financial year 2019-20 does not breach list displayed at the BSE Limited website for having
contain any adverse remarks, qualifications or reservations or foreign investment in excess of prescribed sectoral cap.
disclaimers, which require explanations/comments by the The Company has a view that there is no breach; however, is in
the process of taking appropriate action to regularize the
Board.
same.
COST AUDITORS
The said Report is annexed as “Annexure II” and forms part of
M/s Kishore Bhatia & Associates, Cost Accountants this Report.
(Registration No. 00294), are appointed as the Cost Auditors
of the Company for the financial year 2020-21 at a
CONSERVATION OF ENERGY, TECHNOLOGY
remuneration of ` 7.50 Lakhs plus taxes as applicable and
ABSORPTION AND FOREIGN EXCHANGE
reimbursement of out-of-pocket expenses.
EARNINGS AND OUTGO
The required information under the provisions of Section
The said remuneration to the Cost Auditors shall be subject to
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
ratification by the Members at the ensuing Annual General
Companies (Accounts) Rules, 2014 in respect of Conservation
Meeting.
of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo, etc. are annexed as “Annexure III” and
COST AUDIT REPORT
forms part of this Report.
As per the provisions of the Section 148(1) of the Companies
Act, 2013, the Company has maintained the cost records, as ANNUAL RETURN
specified by the Central Government.
The Annual Return of the Company has been placed on the
Cost Audit Report along with the Compliance Report for the website of the Company at https://www.abbott.co.in/investor-
financial year 2018-19, issued by M/s Kishore Bhatia & relations/financials.html
Associates, Cost Auditors, was filed with the Ministry of
Extract of Annual Return as provided under sub-section (3) of
Corporate Affairs on August 27, 2019 (due date of filing was
Section 92 of the Companies Act, 2013 and Rules framed
September 27, 2019).
thereunder is annexed as “Annexure IV” and forms part of this
Report.
INTERNAL AUDITORS
DISCLOSURE UNDER SECTION 197(12) OF
M/s KPMG, Chartered Accountants, (ICAI Firm Registration
THE COMPANIES ACT, 2013 AND OTHER
No. BA62445) are the Internal Auditors of the Company.
DISCLOSURES AS PER RULE 5 OF THE COMPANIES
Internal Audit Report, their significant observations and
(APPOINTMENT AND REMUNERATION OF
follow up actions taken by the Management is reviewed by the
MANAGERIAL PERSONNEL) RULES, 2014
Audit Committee on a quarterly basis.
Disclosures required in accordance with the provisions of
SECRETARIAL AUDITOR Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Ms Neena Bhatia, Practising Company Secretary (Membership
Managerial Personnel) Rules, 2014 is annexed as “Annexure V”
No. FCS 9492 and Certificate of Practice No. 2661) is the
and forms part of this Report. Statement containing Particulars
Secretarial Auditor of the Company for the financial year
of Employees pursuant to Section 197(12) of the Companies
2019-20.
Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
SECRETARIAL AUDIT REPORT
forms part of this Report. However, as per the provisions of
The Secretarial Audit Report issued by Ms Neena Bhatia, Sections 134 and 136 of the Companies Act, 2013, the Report
Practising Company Secretary (Membership No. FCS 9492 and Financial Statements are being sent to the Members and
and Certificate of Practice No. 2661) for the financial year others entitled thereto, excluding the Statement containing
ended March 31, 2020 does not contain any adverse remark, Particulars of Employees, which is available for inspection by
qualifications, reservations or declaimer except the the Members up to the date of ensuing Annual General
Meeting. Any Member interested in obtaining a copy of such PARTICULARS OF LOANS, INVESTMENTS AND
Statement may write to the Company Secretary at GUARANTEES
[email protected] The Company has not granted any loan or provided any
guarantees to or invested in securities of any other body
CORPORATE GOVERNANCE REPORT corporate during the year.
Corporate Governance Report and Certificate from the
Statutory Auditors of the Company on compliance of the GENERAL
conditions of Corporate Governance pursuant to the No disclosure or reporting is required in respect of the
requirements of the Securities and Exchange Board of India following items as there were no transactions relating to these
(Listing Obligations and Disclosure Requirements) items during the year under review :
Regulations, 2015, form part of this Report. 1. Issue of equity shares with differential rights as to
dividend, voting or otherwise;
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report, as required under Regulation 2. Issue of shares (including sweat equity shares) to
34 of the Securities and Exchange Board of India (Listing employees of the Company under any scheme;
Obligations and Disclosure Requirements) Regulations, 2015, 3. The Company does not have any joint venture or
forms part of this Report. subsidiaries.
ANNEXURE I
Annual Report of CSR Activities for the financial year 2019-20
[In compliance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014]
1. Brief outline of the Company’s CSR Policy
Policy Statement :
At Abbott, we believe that innovative, responsible and sustainable business plays an important role in building a healthy,
thriving society. The CSR policy of the Company is focused on fostering economic, environmental and social well-being.
Through our CSR initiatives, we strive to enhance people’s health and well-being and provide sustainable and scalable
solutions to development challenges.
Core CSR areas identified by the Company :
In accordance with the statutory requirements and keeping the Company philosophy high on priority, the CSR Committee
identified the following thrust areas in line with our CSR goals :
• Enhancing access to healthcare across the country for a healthy society; conducting wellness camps for improving
lives of the underprivileged community;
69
BOARD’S REPORT AND MDA
• Charitable donations and educational grants for Sr. Name of the Member Category
serving the underserved sections of society; No.
• Reaching out to Government to advance sound public 1. Mr Munir Shaikh1 Chairman Non-Executive Director
policy and expand patient access to healthcare; 2. Mr Ambati Venu Non-Executive Director
• Disease awareness projects/activities that support 3. Ms Anisha Motwani Independent Director
subsidized screening and treatment; 4. Mr Rajiv Sonalker Whole-time Director
• Product donations through trusted partners 1. appointed as Chairman effective April 1, 2019.
in the context of Abbott’s global policies and
3. Average Net Profit of the Company for last three
international standards;
financial years* :
• Extending support to various NGOs through
monetary grants for education, healthcare and ` 567,80 Lakhs
livelihood of underprivileged children and women; *calculated on the basis of Net Profits for the financial
years, 2016-17, 2017-18 and 2018-19
• Environment protection measures;
• Such other projects that fall within the purview 4. Prescribed CSR Expenditure (two percent of the
of the activities included in Schedule VII of the amount as in item 3 above) :
Companies Act, 2013 and Rules framed thereunder,
as amended from time to time. ` 11,36 Lakhs
The CSR policy is available on the Company’s website at
5. Details of CSR spent during the financial year :
https://www.abbott.co.in/investor-relations/policies.html
2. Composition of CSR Committee : a) Total amount spent during the financial year :
The CSR Committee, as on the date of this Report, is ` 11,64 Lakhs
comprised of the following Directors : b) Amount unspent, if any : Nil
c) Manner in which the amount was spent during the financial year is detailed below : (` in Lakhs)
Sr. CSR Project Name Schedule VII Location Amount Amount spent on Cumulative Amount Spent :
No. Category Outlay the projects or Expenditure Direct or through
(Budget) programs Implementing
1) Direct Agency
2) Overheads
ANNEXURE II
Secretarial Audit Report for the financial year ended March 31, 2020
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation 2015]
I, Neena Bhatia, Company Secretary in Practice (Membership c. The Securities and Exchange Board of India
No.: FCS 9492 and CP No.: 2661) appointed as the Secretarial (Registrars to an Issue and Share Transfer Agents)
Auditor of the Company by the Board of Directors, have Regulations, 1993 regarding the Companies Act
conducted the Secretarial Audit of the compliance with and dealing with client.
applicable statutory provisions and the adherence to good
corporate practices by Abbott India Limited (hereinafter I have also examined compliance with the applicable clauses
called “the Company”). Secretarial Audit was conducted in a of the following :
manner that provided me a reasonable basis for evaluating the (i) Secretarial Standards issued by The Institute of
corporate conducts/statutory compliances and expressing my Company Secretaries of India, as amended
opinion thereon. from time to time.
Based on my verification of the Company’s books, papers, (ii) The Securities and Exchange Board of India
minute book, forms and returns filed and other records
(Listing Obligations and Disclosure Requirements)
maintained by the Company and also information provided
Regulations, 2015.
by the Company, its officers, agents and authorized
representatives during the conduct of Secretarial Audit, I, To best of my understanding I am of the view that during
hereby report that in my opinion, the Company has during the period under review the Company has complied
the audit period covering the financial year ended on March with the provisions of the Act, Rules, Regulations, and
31, 2020, complied with the statutory provisions listed Guidelines, Standards, etc mentioned above subject to the
hereunder and also that the Company has proper Board following observation :
processes and compliance mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter : The name of the Company appears in the breach list
displayed on the website of the Depositories and Bombay
I have examined the books, papers, minutes book, forms and
Stock Exchange for having foreign investments in excess of
returns filed and other records maintained by the Company
sectoral cap. The Company has taken a view that there is no
for the financial year ended on March 31, 2020 according to
breach; however, is in a process of taking appropriate action
the provisions of :
to regularize the same.
1. The Companies Act, 2013, amendments thereto and
Rules made thereunder; I further report that :
2. The Securities Contracts (Regulation) Act, 1956 and Having regard to the compliance system prevailing in the
Rules made thereunder; Company and on examination of the relevant documents
3. The Depositories Act, 1996 and Regulations and Bye- and records in pursuance thereof, on test-check basis, the
laws framed thereunder; Company has complied with the following laws applicable
4. Foreign Exchange Management Act, 1999 and Rules and specifically to the Company :
Regulations made thereunder to the extent of Foreign a. Drugs and Cosmetics Act, 1940 and Drugs and Cosmetics
Direct Investment, as amended from time to time; Rules, 1945, as amended from time to time;
5. The following Regulations and Guidelines prescribed
b. Drugs and Magic Remedies (Objectionable
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’) viz. : Advertisement) Act, 1954, as amended from
time to time; and
a. The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeover) c. Drugs (Price Control) Order, 2013, as amended
Regulations, 2011, as amended from time to time; from time to time.
71
BOARD’S REPORT AND MDA
I further report that : operations of the Company to monitor and ensure compliance
The Board of Directors of the Company is duly constituted with applicable laws, rules, regulations and guidelines.
with proper balance of Executive Directors, Non-Executive I further report that during the audit period there was
Directors and Independent Directors.
no other events/actions having major bearing on the
Adequate notice is given to all Directors to schedule the Company’s affairs.
Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance and a system exists for This report is to be read with my letter of even date which is
seeking and obtaining further information and clarifications annexed as Annexure and forms integral part of this report.
on the agenda items before the meeting and for meaningful
participation at the meeting.
Decision is carried through Majority while the dissenting Neena Bhatia
member’s views, if any are captured and recorded as part Practicing Company Secretary
of the minutes. Place : Mumbai Membership No. FCS 9492
I further report that there are adequate systems and Date : June 8, 2020 Certificate of Practice No. 2661
processes in the Company commensurate with the size and UDIN : F009492B000323971
Annexure to the Secretarial Audit Report of Abbott India Limited for financial year ended March 31, 2020
To,
The Members
Abbott India Limited
My Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the Management of the Company. My responsibility is to express
an opinion on these secretarial records based on my audit. Due to nationwide lock down on account of the continuing
Covid-19 pandemic, I was not able to physically examine and verify certain information. However, in such cases, I verified
the records based on authenticated soft copies of documents furnished by the Company.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected
in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4. Wherever required, I have obtained the Management Representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of Management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the Management has conducted the affairs of the Company.
Neena Bhatia
Practicing Company Secretary
Place : Mumbai Membership No. FCS 9492
Date : June 8, 2020 Certificate of Practice No. 2661
ANNEXURE III
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
[In compliance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014]
A. Conservation of Energy - Improved operational efficiencies in Goa plant
i. Energy conservation measures adopted at the plant by outsourcing pre-sleeving of bottles for liquids
during the year 2019-20 include : Digene, Cremaffin and Duphalac to vendor
thereby eliminating non-value added activity,
- Optimization of air compressor efficiency in terms reducing inventory holding costs, elimination of
of energy saving of around 70 KWH per day. separate space requirements, QC inspection and
- Replacement of all the streetlight fixtures with material handling.
energy-efficient LED fixture together with variable ii. The benefits derived like product improvement,
activation timings for energy saving resulting in cost reduction, product development or import
annualized savings of approximately 40,000 KWH. substitution
- Installation of Variable Frequency Drives (VFDs) - Cost per 1000 tablets has reduced by
for surface aerators in effluent treatment plants 15% (2017 vs 2019)
(ETP) for optimum energy usage. This led to
reduction in energy consumption by almost 12,000 - Cost per 1000 liquid bottles has reduced by
KWH on annualized basis. 0.5% (2017 vs 2019)
- New process design developed by adding new - Tablet capacity increased from 1.8 to 2.2 Billion
energy efficient blower directly to filter. As a result, (Approx. 25% improvement without capex.)
press, sludge drying per lot is reduced from three to
iii.
Details of technology imported during last three
two days with saving of 108 KWH per drying cycle.
financial years
Water conservation initiatives during the year include :
a. the details of technology imported : Nil
- Installation of new vacuum pump with Hydro pack
b. the year of import : NA
system; cools and circulates water for vacuum pump
operation; resulting in water saving of 700 kl/year. c. whether the technology been fully absorbed : NA
- Installation of steam sanitiser for washing of d. if not fully adsorbed, areas where adsorption has
in-process container, resulted in reduced water not taken place, and the reasons thereof : NA
consumption for container washing. iv. Expenditure on Research & Development
- Free flowing taps fitted with shower orifice reduced Sr. Particulars ` in Lakhs
water consumption by 25% in the washrooms.
No.
- Use of treated water from the wastewater treatment (a) Capital 12
plant in the cooling towers for top up. (b) Recurring 69
- The water conservation initiatives helped the plant (c) Total 81
to save approximately 2,879 kl of water. (d) Total R&D expenditure as a 0.02%
ii. The steps taken by the Company for utilizing Percentage of total turnover
alternate sources of energy
C. Foreign Exchange Earnings and Outgo
Nil
Particulars ` in Lakhs
iii. The Capital Investment on Energy Conservation
Equipment A. Total Foreign Exchange used
a. On import of raw materials, finished 519,52
Nil
goods, consumable stores and capital
B. Technology Absorption goods
i. The efforts made towards Technology Absorption b. On professional charges, sales 8,60
promotion expenses, commission
- Modification of Brufen Manufacturing HVAC with
on export sales, registration fees,
humidity control areas to utilize idle manufacturing
business travel, software, etc.
capacity and gave flexibility in manufacturing
Total 528,12
- Introduction of chilled water to control in let B. Total Foreign Exchange earned
air humidity for drying operations which a. Exports of goods 11,77
resulted in reduced drying cycle time and the b. Service income 6,25
subsequent increase in the granulation capacity.
c. Recovery of expenses 2,32
This supported the tablet capacity increasing
d. Other earnings 12,86
initiative and removed granulation as a bottleneck
Total 33,20
on manufacturing.
73
BOARD’S REPORT AND MDA
ANNEXURE IV
Extract of Annual Return as on financial year ended March 31, 2020
FORM NO. MGT 9
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management & Administration) Rules, 2014
I. REGISTRATION AND OTHER DETAILS
CIN : L24239MH1944PLC007330
Registration Date : August 22, 1944
Name of the Company : Abbott India Limited
Category/Sub-Category of the Company : Company Limited by Shares/Indian Non-Government Company
Address of the Registered Office and Contact Details : 3, Corporate Park, Sion-Trombay Road, Mumbai – 400071
Telephone No.:+91-22-6797 8888/ +91-22-5046 1000/2000
Fax:+91-22-5016 9400
Whether Listed Company : Yes
Name, Address and Contact details of Registrar and : KFin Technologies Private Limited
Share Transfer Agent Unit – Abbott India Limited
Address – Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda, Hyderabad-500 032
Tel No.: +91-40-6716 2222, Fax No.: +91-40-2300 1153
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the Company shall be stated :
Sr. Name and Description of main Products/Services NIC Code of the Product/Service % to total turnover of the Company
No.
1 Pharmaceuticals 21002 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. Name and address of the Company CIN/ Holding/Subsidiary/ % of Shares Applicable section
No. GLN Associate held
1. Abbott Capital India Limited NA Holding 50.45 2(46) of the Companies Act,
Address : Abbott House, Vanvall Business Park, 2013
Maidenhead, Berkshire SL64XE
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i Category-wise Shareholding
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Demat Physical Total % of total Demat Physical Total % of total during
Shares Shares the year
A. Promoters
1) Indian
a) Individual /HUF - - - - - - - - -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks/FI - - - - - - - - -
f ) Any other - - - - - - - - -
Sub-total (A)(1) : - - - - - - - - -
2) Foreign
a) NRIs–Individuals - - - - - - - - -
b) Other–Individuals - - - - - - - - -
c) Bodies Corp. 15934048 - 15934048 74.99 15934048 - 15934048 74.99 -
d) Banks/FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub-total (A)(2) : 15934048 - 15934048 74.99 15934048 - 15934048 74.99 -
Total Shareholding of Promoter
(A)=(A)(1)+(A)(2) 15934048 - 15934048 74.99 15934048 - 15934048 74.99 -
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Demat Physical Total % of total Demat Physical Total % of total during
Shares Shares the year
B. Public Shareholding
1) Institutions
a) Mutual Funds 1197095 50 1197145 5.63 1017845 50 1017895 4.79 -0.84%
b) Banks/FI 30924 308 31232 0.15 72777 308 73085 0.34 0.19%
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f ) Insurance Companies 140042 - 140042 0.66 35994 - 35994 0.17 -0.49%
g) FIIs 31430 - 31430 0.15 - - - - 0.15%
h) Foreign Venture Capital - - - - - - - - -
Investors
i) Qualified Foreign Investor - - - - - - - - -
j) Others (specify)
Foreign Portfolio – Corp 402692 - 402692 1.90 348692 - 348692 1.64 -0.26%
Sub-total (B)(1) : 1802183 358 1802541 8.48 1475308 358 1475666 6.94 -1.54%
2) Non-Institutions
a) Bodies Corp.
i) Indian 136129 2666 138795 0.65 246013 2666 248679 1.17 0.52%
ii) Overseas - - - - - - - -
b) Individuals
i) Individual shareholders 2560115 436241 2996356 14.10 2693042 362913 3055955 14.38 0.28%
holding nominal share
capital upto ` 1 Lakh
ii) Individual shareholders 46642 - 46642 0.22 46642 - 46642 0.22 -
holding nominal share
capital in excess of ` 1 Lakh
c) Others (specify)
Alternative Investment Fund 118123 - 118123 0.56 163986 - 163986 0.77 0.21%
Trust 202 - 202 - 295 - 295 - -
NRI(Rep) 23293 1400 24693 0.12 21430 200 21630 0.10 -0.02%
Clearing Member 26471 - 26471 0.12 27450 - 27450 0.13 0.01%
NRI (Non-Rep) 58826 3824 62650 0.29 81862 1130 82992 0.39 0.10%
Foreign Corp Bodies - 471 471 - - 471 471 - -
Investor Education and 66989 - 66989 0.32 96925 - 96925 0.46 0.14%
Protection Fund
Unclaimed Suspense Account 23993 - 23993 0.11 4711 - 4711 0.02 -0.09%
NBFC 454 - 454 - 67 - 67 - -
HUF - - - - 79430 - 79430 0.37 0.37%
Directors and Directors 6874 - 6874 0.03 250 - 250 - -0.03%
Relatives
Qualified Foreign Investor - - - - 10105 - 10105 0.05 0.05%
Foreign National/Bodies/OCB - - - - - - - - -
NSDL in transit - - - - - - - - -
Sub-total (B)(2) : 3068111 444602 3512713 16.53 3472208 367380 3839588 18.07 1.54%
Total Public Shareholding
(B)=(B)(1)+(B)(2) 4870294 444960 5315254 25.01 4947516 367738 5315254 25.01 -
C. Shares held by Custodian for GDRs & - - - - - - - - -
ADRs
Grand Total (A+B+C) 20804342 444960 21249302 100.00 20881564 367738 21249302 100.00 -
75
BOARD’S REPORT AND MDA
77
BOARD’S REPORT AND MDA
79
BOARD’S REPORT AND MDA
vi. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
Addition
NIL
Reduction
Net Change
Indebtedness at the end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
vii. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager
(` in Lakhs)
Sr. Particulars of Remuneration Name of MD/WTD Total
No. Ambati Venu Rajiv Sonalker Amount
Managing Director CFO and Whole-
(upto February 29, time Director
2020)
1. Gross Salary
a. Salary as per provisions contained in section 17(1) of the Income-tax 3,71 2,36 6,07
b. Value of perquisites u/s 17(2) Income-tax Act, 1961* 3,31 83 4,14
c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
-as % of profit - - -
-others, specify - - -
5. Others
Contribution to Provident Fund 12 11 23
Contribution to Superannuation Fund 1 - 1
Total (A) 7,15 3,30 10,45
Ceiling as per the Act ` 81,93 Lakhs (being 10% of the net profits of
the Company calculated as per Section 198
of the Companies Act, 2013)
*The Company does not have any Stock Option Plan for its employees. However, Managing Director and Whole-time Director are entitled
to Stock Option of Abbott Laboratories, USA under its “Incentive Stock Option Program” and is also eligible to purchase shares of Abbott
Laboratories, USA, under its “Affiliate Employee Stock Purchase Plan”, the perquisite value of which is included above.
B. Remuneration to Other Directors
(` in Lakhs)
Sr. Particulars of Remuneration Name of Directors Total
No. Amount
Munir Anisha Sudarshan Shalini Krishna
Shaikh Motwani Jain$ Kamath* Mohan
Sahni#
1. Independent Directors
Fee for attending Board/Committee Meetings - 13.50 12.00 5.50 9.00 40.00
Commission - - - - - -
Others - - - - - -
Total (1) - 13.50 12.00 5.50 9.00 40.00
81
BOARD’S REPORT AND MDA
ANNEXURE V
Disclosure under Section 197 (12) of the Companies Act, 2013 and other disclosures as per Rule 5 of the Companies
(Appointment and Remuneration of Key Managerial Personnel) Rules, 2014 :
i. (a) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of
the Company and (b) ratio of the remuneration of each director to the median remuneration of the employees of
the Company for the financial year 2019-20 :
Name of the Director/KMP % Increase in the remuneration Ratio of remuneration of each Director/to
(a) median remuneration of employees (b)
Mr Munir Shaikh* - 1.3
(Non-Executive Chairman)
Mr Sudarshan Jain^* - 1.5
(Independent Director)
Ms Anisha Motwani* - 1.7
(Independent Director)
Mr Krishna Mohan Sahni*$ - 1.1
(Independent Director)
Ms Shalini Kamath*% - 0.7
(Independent Director)
Mr Ambati Venu# 9.8 90.9
(Non-Executive Director)
Mr Rajiv Sonalker 8.2 42.0
(CFO and Whole-time Director)
Ms Krupa Anandpara 12.7 NA
(Company Secretary)
* Entitled for Sitting fees of ` 1,00,000 for attending each Board, Audit Committee and Independent Directors Meetings and ` 50,000 for
attending each other Committee Meetings.
$ Mr Krishna Mohan Sahni retired as Independent Director upon completion of his term effective close of business hours on October 28, 2019.
# Mr Ambati Venu ceased as Managing Director effective close of business hours on February 29, 2020.
^ appointed as Independent Director effective April 1, 2019
% appointed as Independent Director effective October 29, 2019
ii. The percentage increase in the median remuneration of employees in the financial year :
0.6%
iv. Average percentile increase made in the salaries of employees other than managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial remuneration and justification thereof :
Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year
2019-20 is 2.3% vis-a-vis 9.5% in managerial remuneration. This is due to change in employee mix though average merit
increase given to employees is in the range of 8% to 11%.
v. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per
the Remuneration Policy of the Company.
83
BUSINESS RESPONSIBILITY REPORT
We continue to focus on areas where opportunities for our business intersect with possibilities of creating a positive social and
environmental impact. We strive to bring new and innovative quality products to meet the unmet needs of the people we serve.
We protect the health and well-being of our employees while operating award-winning programmes to help them fulfil their
potential. We operate responsibly and ethically, towards promoting and preserving healthy living environments by reducing our
environmental impact, mitigating the effects of climate change and safeguarding clean water resources. We work closely with
our suppliers to apply the highest standards of environmental and social responsibility throughout our supply chain, including
the protection of human rights. Our endeavor remains to foster economic, environmental and social well-being through our
operations and in our interaction with our stakeholders.
The Company’s Board approved policies and Code of Business Conduct are available on the Company’s website i.e.
https://www.abbott.co.in/investor-relations/policies.html
Principle 2 Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle.
Principle 4 Businesses should respect the interests of and be responsive towards all stakeholders, especially the
marginalized ones.
Principle 6 Businesses should respect, protect and make efforts to restore the environment.
Principle 7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner.
Principle 9 Businesses should engage with and provide value to their customers and consumers in a responsible
manner.
85
BUSINESS RESPONSIBILITY REPORT
Question Business Product Well-being of Stakeholder Human Environment Public CSR Customer
Ethics Responsibility Employees Engagement Rights Policy Relations
P1 P2 P3 P4 P5 P6 P7 P8 P9
Do you have policy/policies for? Y Y Y Y Y Y N Y Y
Has the policy being formulated Y Y Y Y Y Y NA Y Y
in consultation with the relevant
stakeholders?
Does the policy conform to any These policies, aligned to/form part of the Abbott Code of Business Conduct and adopted globally, are
national/international standards? in compliance with Indian laws and regulations and meet international standards. The said policies are
If yes, specify? adopted by the Board of Directors. CSR Policy is signed by the Chairman of the CSR Committee.
Has the policy been approved by the
Board? If yes, has it been signed by
MD/owner/CEO/appropriate Board
Director?
Does the Company have a specified Y Y Y Y Y Y NA Y Y
Committee of the Board/Director/
Official to oversee the implementation
of the policy?
Indicate the link for the policy to be https://www.abbott.co.in/investor-relations/policies.html
viewed online?
Has the policy been formally Y Y Y Y Y Y NA Y Y
communicated to all relevant internal
and external stakeholders?
Does the Company have in-house Y Y Y Y Y Y NA Y Y
structure to implement the policy/
policies?
Does the Company have a grievance Y Y Y Y Y Y NA Y Y
redressal mechanism related to
the policy/policies to address
stakeholders’ grievances related to the
policy/policies?
Has the Company carried out Y Y Y Y Y Y NA Y Y
independent audit/evaluation of the
working of this policy by an internal or
external agency?
b. If answer to Sr. No.1 against any principle is ‘No’, please explain why
Question P1 P2 P3 P4 P5 P6 P7 P8 P9
The Company has not understood the NA NA NA NA NA NA NA NA NA
principles
The Company is not at a stage where NA NA NA NA NA NA NA NA NA
it finds itself in a position to formulate
and implement the policies on
specified principles
The Company does not have financial NA NA NA NA NA NA NA NA NA
or manpower resources available for
the task
It is planned to be done within the NA NA NA NA NA NA NA NA NA
next six months
It is planned to be done within the NA NA NA NA NA NA There is no such policy formulated. The Company NA NA
next one year advocates from time to time, as a member of
various trade bodies, chambers and associations
to address issues related to the pharmaceutical
industry.
1. Indicate the frequency of review by the Board of Directors, Annually at the time of approving the Business Responsibility
Committee of the Board or CEO to assess the BR performance. Report
Within 3 months, 3-6 months, annually, more than 1 year
2. Does the Company publish a BR or a Sustainability Report? The Company publishes Business Responsibility Report which
What is the hyperlink for viewing this report? How frequently it forms part of the Annual Report. The same is available at
is published? https://www.abbott.co.in/investor-relations/financials.html
SECTION E : PRINCIPLE-WISE INFORMATION We impart ethics and compliance training to all employees.
Training topics cover anti-corruption and anti-commercial
Principle 1 : Businesses should conduct and bribery laws, corporate policies and the Abbott Code of
govern themselves with Ethics, Transparency and Business Conduct. Training programmes are delivered face-
Accountability to-face and through online training platform, and results for
the same are documented. In addition, the Office of Ethics and
The Company is committed to conducting business in an Compliance issues regular, all-employee communications on
ethical and legally compliant manner. It aims to meet the our ethics and compliance policies.
highest standards of ethical conduct in everything it does.
1.
Does the policy relating to ethics, bribery and
As part of a highly regulated industry, we make it a priority to corruption cover only the Company?
ensure that all employees understand Abbott values, policies No
and procedures, as well as our wider legal obligations. 2.
Does it extend to the Group/Joint Ventures/
The Code of Business Conduct (“the Code”) sets forth our Suppliers/Contractors/NGOs/Others?
commitment to ethics and compliance. It covers a wide range Yes
of principles and requirements that touch upon all aspects of 3.
How many stakeholder complaints have been
our business activities and operations. received in the past financial year and what
percentage was satisfactorily resolved by the
Our policies and procedures operate alongside our Code
management? If so, provide details thereof.
to guide employees as they conduct their day-to-day
activities. They encompass all relevant laws, regulations and
The Company received 33 stakeholder complaints
promotional standards. Our policies also consider industry during financial year 2019-20. Of these, 25 complaints
best practices, including provisions of global and local were investigated in accordance with the Internal
Investigations Policy and Compliance Programme
codes for medical devices and pharmaceuticals. Our Code of
and appropriately resolved; 8 complaints are pending
Conduct is available on our website. The Company’s Board
investigation as on March 31, 2020.
and leadership teams fully support the Code and the policies,
procedures and principles it embodies. Principle 2 : Businesses should provide goods
and services that are safe and contribute to
At Abbott India, we are committed to preventing corruption sustainability throughout their life cycle
in connection with our business activities and to continue The Company is committed to consistently delivering
working with third parties that share this commitment. products that are safe, effective and high quality.
The Office of Ethics and Compliance (OEC) has developed
We strive to enhance the health and well-being of patients and
a third-party compliance process to identify potential risks consumers by ensuring the highest standards of quality and
when doing business with third parties, and to address such safety in our products, in their manufacture and distribution.
risks where they do exist. We take alleged violations very Consumers trust our products, which help them live fulfilling
seriously, and if they are substantiated, offenders are subject lives through better health. We continue to embed quality
to disciplinary action. and safety throughout our value chain.
87
BUSINESS RESPONSIBILITY REPORT
We use the Abbott Global Quality System as a foundation for Given the current concerns around antibiotics, we assessed
each of our business units, incorporating effective quality a few of our third-party manufacturers and suppliers of
management practices into every aspect of our daily work antibiotics for EHS performance during the year.
and complying with all applicable regulations and standards.
We have long-term targets to reduce employee injuries and
Protecting the authenticity of our products is another
incidents. We at Abbott India are aligned to support the
important part of earning people’s trust. We proactively
science-based environmental targets set by Abbott global
take action to ensure that counterfeit, illegally diverted and
for 2030. A major component of these targets is looking at
stolen Company products are kept out of the marketplace.
the entire product life cycle and bringing in environmental
We provide healthcare professionals and institutions the
sustainability in the same, with the focus on recycling and
information they need in order to use Company products
beneficial use of materials.
safely and effectively. We have established a procedure
for product actions and recalls, which require completion 1. List up to three of your products or services whose
of a health hazard assessment, medical assessment and a design has incorporated social or environmental
corrective and preventive action plan. concerns, risks and/or opportunities.
The Company’s manufacturing plant at Goa and commercial • Duphalac and Cremaffin
sites adhere to auditing and reporting requirements, which • Digene Gel and Tablets
serve as a baseline for quality, health and safety performance.
Each site is regularly evaluated against the following criteria : • Brufen Tablets
• Health and safety policy and programme 2. For each such product, provide the following details
in respect of resource use (energy, water, raw
• Strategic planning
material, etc.) per unit of product :
• Self-assessment/risk assessment
(a)
Reduction during sourcing/production/
• Business integration distribution achieved since the previous year
• Training and awareness throughout the value chain?
The table below shows water consumption, CO2 to cement factories which utilize these as fuel for
emissions and waste generated during the year manufacturing cement, thereby recovering the energy.
2019-20 at the plant. With a philosophy of more All non-hazardous waste like paper, glass, metals, etc.
with less, we continue manufacturing efficiently are sent to approved vendors for recycling.
using less natural resources.
Our Goa plant retains its certification of Zero Waste
Sr. Parameter Unit Quantity to Landfill (ZWL) in purview of waste disposal.
No.
In 2019-20, 60% of the total waste was sent for recycling
1. Total water used KL 36,304
and for beneficial use, 2% was composted on site, 38% of
2. Waste generated MT 265 the waste, which was hazardous, was co-processed with
3. Total CO2 equivalent MT 4,153 energy recovery.
emissions from purchased
electricity Principle 3 : Businesses should promote the well-
being of all employees
3.
Does the Company have procedures in place for
sustainable sourcing (including transportation)? The Company cares for and is concerned about the health and
If yes, what percentage of your inputs was sourced well-being of its employees. Its success is directly dependent
sustainably? Also, provide details thereof. upon the skill, dedication and productivity of its employees.
Yes, the Company has been working on increasing the It addresses their diverse needs, reward their efforts and help
sourcing of local packaging materials, thereby reducing them build their best career at Abbott.
the need for transportation and the resultant vehicular Our promise to each of these employees is to provide a
emissions. For example, the bottles for liquid products workplace environment that :
are now pre-sleeved and procured locally from a
vendor close to the plant. We are increasingly localising • Promotes diversity and inclusion
the supply chain through the alternative vendor • Offers extensive professional development, mentoring
development process. and training programmes
4.
Has the Company taken any steps to procure • Encourages and supports work-life harmony
goods and services from local and small • Offers competitive compensation and benefits
producers, including communities surrounding • Provides means to listen to employees
their place of work? • Commits to employee health and safety and offers
The Company does procure goods and services from wellness programmes
local and small producers, particularly, those located
A Diverse and Inclusive Workplace
near its manufacturing plant at Goa, in accordance
with the established procedures and requirements. We We foster gender partnership and collaboration to promote a
have also identified new local sources for supplying truly inclusive work environment.
voluminous raw material that is used in the production
We work to build increasing inclusivity for all, regardless of
process. Now most of the bottles used for liquid filling
race, gender, age, sexual orientation, disability or nationality,
are procured from a supplier based in the local area.
across the Company. Our Human Resource team works
Services like housekeeping and gardening are provided
closely with the leadership and line managers to create an
by local contractors.
understanding and buy-in for improving gender diversity in
5. Does the Company have a mechanism to recycle the organization. There are special efforts taken at the hiring
products and waste? If yes, what is the percentage of stage to increase diversity right at the base of the organization’s
recycling of products and waste (separately as <5%, pyramid. To ensure we are on top of these efforts, we continue
5-10%, >10%). Also, provide details thereof. to benchmark ourselves with industry best practices.
Yes, wherever feasible, the wastes are recycled. There is The Women Leaders of Abbott (WLA) employee network
a continuous focus on the 3Rs–namely reduce, recycle is designed to help female employees further their careers,
and re-use. Being pharmaceuticals, the products are not empower themselves, and they receive encouragement to
recycled. Hazardous waste and sludge are dispatched take on leadership roles at the Company through structured
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BUSINESS RESPONSIBILITY REPORT
training, development and networking events tailored to The development journey is designed and executed by
their specific needs. Initiatives and allowances are provided creating critical experiences to bridge the journey for
by Abbott to give our women employees adequate support at readiness to one’s aspired future roles. These programmes
critical life stages. are a blend of distinct learning approaches like instructor led
training, digital learning, on-the-job training reinforced by
The Unconscious Bias training programme helps in building
tie-ups with top class academic institutions.
awareness so that all employees are able to make better, more
inclusive, decisions at work. Through this programme the Our customised global leadership development programmes
participants explore ways to take right actions and make the such as Global Citizen Development Programme, Emerging
Company a place where everyone can do their best and feel a Leaders Programme, etc. emphasize on building global
sense of inclusion. These workshops are designed to enable leaders from within the organization and accelerating
employees to have open dialogue and recognize any potential their development journey through holistic best-in-
barriers for selecting and leading the very best talent. class interventions.
Employee Development, Training and Talent All the employees have complimentary access to the
Management platforms like Career Connect and global training sites which
offer personalized tools and resources to help our employees
We are committed to helping our people fully realise their manage their careers and create a high-impact development
potential. We make that possible by leveraging the scale plan. The experience involves access to online learning
and diversity of our businesses to support their career resources on LinkedIn learning/Skillsoft/ Mindtools, on-the-
development. We provide unique career paths, customised job development and building global connections through
learning experiences, career development programmes, exploring role profiles and connecting with role advisors.
job-specific training and learning opportunities to help
We firmly believe that the biggest source of our competitive
employees be successful in their current roles and to develop
advantage is our people. From talent acquisition to on-
their potential for future career paths. All employees, from
boarding, nurturing and development, our efforts are geared
those working in commercial and operations to those in
to lending greater power to our employee value proposition–
research and development, have access to these training and
‘Grow with the Leader’.
development opportunities.
“Project Respect” focuses on building managerial capability
Our Learning and Development strategy is focused on
and creating a safe, conducive and performance-oriented
attracting and retaining the very best talent. In addition work environment.
to job-specific training and development available to
every employee worldwide, we offer several area-specific Work-Life Harmony
programmes in India. Our development journeys are also The Company offers flexible work schedules and office
tailored to specific functional requirements and involve timings to enable our employees to achieve balance in
specific functional curriculum targeted to bridge functional their work and personal responsibilities and activities.
capability gaps. Our key training programmes include We view these initiatives not only as important tools for
the professional development programme, development talent attraction and retention, but also as key components in
programmes and certification of managers, and capability- our approach to diversity and inclusion.
building programmes for Sales Managers. Abbott Sales
Compensation and Benefits
Training Academy provides structured training programmes
based on intensive customer research. Total Rewards
Abbott believes in “Total Rewards” philosophy that
Our robust talent management review is an ongoing process
encompasses compensation as well as benefits programmes.
to evaluate our internal leadership pipeline, identify the
It is a holistic approach that aims towards health, welfare
critical capabilities for success and execute development
and financial well-being of our employees. Our compensation
plans for high potential employees.
and benefits packages compare favorably with the pay
The Key Acceleration Programmes (In-Stride and FLDP- programmes of other leading healthcare companies, as well
Future Leaders Development Program), customized, act as a as other high performing companies outside the healthcare
catalyst for development of one’s career in the organization. arena. Our employees have a convenient and complete view of
their compensation and benefits through their personalized The products are offered to employees at a discounted
Total Rewards statement. Employees also have the flexibility rate, and employees can get them delivered to a desired
of making changes to their salary structure and opting location. The Abbott Shop makes the Company products
for additional retirement benefits through the Flexible available, accessible and more affordable to all employees
Compensation Plan. in the country.
Listening to Employees • Emotional Wellness : Wellness of the mind is as
At Abbott India, it is our constant endeavor to improve significant and essential as our overall wellness. Abbott
employee experience and this depends on multiple factors, aims to support its employees on this journey by offering
such as influence of the immediate manager, organizational avenues where employees can learn from and leverage
policies and procedures etc. Regular surveys are conducted the knowledge of experts through a host of programmes
to gather employee feedback about working at the Company addressing various aspects of emotional well-being.
to understand our employees’ level of engagement with our Mind Strong Programme is a dedicated programme that
business strategy. This is an opportunity to learn where we covers areas on Emotional Wellness. The Company is
can make meaningful improvements. Beside surveys, there very cognizant of the fact that work and personal life
are a variety of formal and informal channels to gather can bring pressures to all. Thus, we have an Employee
feedback from employees. Assistance Programme which is a 24x7 independent
To help us focus on the right levers and to listen to counselling and resource service sponsored by Abbott
our employees, the organization had rolled out an for its employees. Its features include counselling for
“Employee Survey” in to seek feedback and experience on work life balance, stress management, management
identified factors. skills, and family support, including legal and
financial information.
Basis the survey results, there are certain clear areas of
strength that the organization will sustain and certain areas • Financial Wellness : The Company arranges sessions
of opportunities that will collectively be worked upon to with experts to educate employees on financial planning
help build high performing and fully engaged teams.
under financial wellness to enable them to understand
Health and Well-being the basics of retirement planning or planning for
Health and Well-being are important for the organization financial uncertainties/debt management.
and to achieve this objective Abbott offers a Flexible Benefit • Social Wellness : The Company believes in inculcating a
programme which is over and above our core benefit offering culture where employees understand the broader sense
and is a platform created for employees to choose the benefits
of purpose. There are various initiatives that are run
that matter to them. Through this programme, we offer a
throughout the year that drive a sense of community
wide selection of benefits related to insurance, lifestyles
and align employees towards our corporate social
and personal development that work for employees at any
responsibility agenda.
stage of life. We believe in giving our employees the freedom
of choice and the security that they need with the help of We are committed to keeping employees safe by preventing
this programme. dangerous incidents in and around the workplace.
Wellness In educating our employees, we also empower them to
promote safer and healthier lives in their wider communities.
Abbott’s aim is to make it easy for employees to live a healthy We strive to maintain the highest standards of Environment,
lifestyle and achieve optimal health. Thus, we focus on all Health and Safety (EHS) practices.
Wellness across the four core areas of –
The Company has clear, consistent global policies and
• Physical Wellness : Health check-ups, on-site doctor,
standards regarding how we manage employee health, safety
vaccination drives and exercise challenges are
and productivity while also protecting the environment.
programmes that are provided for employees to focus
on the physical health. The Abbott Shop is an online The Company’s manufacturing plant and commercial sites
portal that gives employees access to the Company’s adhere to auditing and reporting requirements, which serve
medicines and nutrition products in one online location. as a baseline for health and safety performance worldwide.
91
BUSINESS RESPONSIBILITY REPORT
1. Please indicate the total number of employees? ownership and efficacy. We also collaborate with
3,551 governments, international healthcare organizations,
community-focused NGOs, consumers and our own
2. Please indicate the total number of employees hired employees to leverage the best resources available to us.
on temporary/hired on contractual/casual basis?
This partnership-based approach to improving access to
During the year 7 Contractual employees were
healthcare helps expand the geographical reach of healthcare
hired. As on March 31, 2020, 84 employees were
products, advance understanding of emerging products
contractual employees.
and treatments, and empowers people through education,
3. Please indicate the number of permanent information, and inspiration.
women employees?
1.
Has the Company mapped its internal and
160 external stakeholders?
4. Please indicate the number of permanent employees Yes
with disabilities?
2.
Out of the above, has the Company identified the
The Company does not maintain any separate
disadvantaged, vulnerable and marginalized stake
information pertaining to employees with disabilities.
holders?
5. Do you have an employee association that is
Yes. The Company has identified and given a special
recognised by the management?
focus to disadvantaged, vulnerable and marginalized
Yes stakeholders through various initiatives.
6. What percentage of your permanent employees are 3.
Are there any special initiatives taken by the
members of this recognised employee association? Company to engage with the disadvantaged,
6
% vulnerable and marginalized stakeholders? - If so,
provide details thereof.
7. Please indicate the number of complaints related
to child labour, forced labour, involuntary labour, The Company has implemented several initiatives to
sexual harassment in the last financial year are engage disadvantaged, vulnerable, and marginalized
pending, as on the end of the financial year? stakeholders. One such initiative is the Company’s
1 complaint was received during the year under Malaria Elimination Programme, through which the
the Prevention of Sexual Harassment Act and was Company is supporting ‘Malaria No More’, a malaria
appropriately closed. elimination programme in the State of Odisha which
is aligned with the Prime Minister’s goal of malaria-
8. What percentage of your above-mentioned free India by the year 2030. With one million Rapid
employees were given safety and skill upgradation Diagnostic Tests (RDTs), technical expertise, and a cash
training in the last year? grant, the Company has helped strengthen Odisha’s
All new joinees are imparted training as a part of their malaria detection and surveillance system by effective
induction programme. data collection and monitoring methods. Survey results
show that the Malaria No More programme has enabled
Principle 4 : Businesses should respect the interests the state to achieve a 90% reduction in cases in the last
of, and be responsive towards all stakeholders, five years. We have now set up a multi-sectoral Malaria
especially those who are disadvantaged, vulnerable Action Coalition, which will help take the successful
and marginalized Odisha model to other affected states in the country.
The Company is committed to supporting the disadvantaged,
The Company has partnered with SEWA (Self-
marginalized and vulnerable populations, and in developing Employed Women’s Association), the world’s largest and
solutions to social challenges facing them that are both oldest trade union of women working in the informal
sustainable and scalable. While doing this, our fundamental sector. Through this engagement, Abbott has launched
goal is to empower communities for the highest order of a comprehensive, community-based healthcare
programme by establishing two clinics in Ahmedabad • Encouraging open communication between the
and Mehsana districts of Gujarat, which are focused on management and employees.
bringing quality and affordable primary, acute and Non-
It is the Company’s philosophy to maintain an open working
Communicable Diseases (NCDs) care to low income
environment that allows free exchange of information
populations. The programme also drives a proactive
through communication channels across the organization.
community outreach through Master Health Trainers,
All employees are allowed to share their concerns, problems,
who help build community awareness around the
questions or suggestions without any fear of retaliation, and
programme and NCDs, and facilitate access to screening
it is vital that these concerns are discussed and resolved in
and consultation.
a timely manner.
The Company strives to improve healthcare, build
awareness and improve access to diagnostics through The Company has policies on Ethics and Compliance and
education and health clinics. These health clinics on Prohibition of Harassment at Workplace.
address the need for prevention, early detection, and 1. Does the policy of the Company on human rights
management of diseases as part of the Company’s cover only the Company or extend to the Group/
commitment to doing business responsibly Suppliers/Contractors/NGOs/Others?
and sustainably.
The Company’s Code of Business Conduct covers the
The Company works relentlessly towards health guidelines on human rights and it is applicable to all
education, reaching out to the public at large through stakeholders of the Company.
various channels. These initiatives are part of the
Company’s unflinching dedication to reaching millions 2.
How many stakeholder complaints have been
of patients who have little awareness and information. received in the past financial year and what per cent
was satisfactorily resolved by the management?
Principle 5 : Businesses should respect and promote
human rights During the year, one complaint was received under the
Sexual Harassment and the same was disposed off.
The Company believes in the dignity of every human being
and respects individual rights. These principles are reflected Principle 6 : Businesses should respect, protect, and
in the Company’s mission and core values, and are reinforced make efforts to restore the environment
through our global employment, ethics and procurement
policies which also apply to suppliers. We contribute to the We are committed to safeguarding the environment
fulfilment of human rights through compliance with laws for everyone by reducing the environmental impacts
and regulations wherever we operate, as well as through our of our business. This commitment shapes the way we
policies and programmes. Our global guidelines include : source, manufacture, design and distribute our products.
A sustainable environment is essential for better health,
• Providing a healthy and safe working environment;
stronger communities and more fulfilling lives.
• Complying with child labor laws;
Our long-term Environment, Health and Safety (EHS)
• Promoting workforce diversity; not discriminating strategy aims to protect our people, our planet and our values.
against any employee for reasons such as race, religion, We achieve this by delivering across a number of core areas
color, age, gender, ethnicity, disability, marital status to reduce and mitigate environmental risks; deliver cost
and sexual orientation, in addition to any other status
efficiency and ensure business continuity.
protected by local law;
We have set clear environmental goals and made rapid
• Not tolerating harassment or harsh or inhumane
progress in using energy and water resources more
treatment in the workplace;
efficiently while minimizing waste. We support projects that
• Protecting individual privacy; generate energy from renewable sources at work and in our
• Providing compensation and benefits that are communities. We seek ways to reduce the environmental
competitive and comply with applicable laws for impact of our operations, such as through waste reduction,
minimum wages, overtime and mandated benefits; recycling and other activities to mitigate environmental
93
BUSINESS RESPONSIBILITY REPORT
Effluent Treatment Plants (ETP) for optimum energy 1. Is your Company a member of any trade and chamber
usage and new process design developed by adding new or association? If yes, name only those major ones
energy efficient blower directly to filter press, as a result that your business deals with.
of which sludge drying per lot is reduced from three to Yes. The Company is a member of Federation of Indian
two days, thus saving 108 KWH per drying cycle. Chambers of Commerce & Industries (FICCI).
Water conservation initiatives include installation of 2.
Have you advocated/lobbied through above
new vacuum pump with Hydropack system, which associations for the advancement or improvement
cools and circulates water for vacuum pump operation, of public good? If yes specify the broad areas (drop
resulting in water saving of 2 kl/day. Installation of box : Governance and Administration, Economic
steam sanitizer for the washing of in-process container Reforms, Inclusive Development Policies, Energy
to reduce water consumption for container washing, Security, Water, Food Security, Sustainable
free flowing taps fitted with shower orifice that reduced Business Principles, Others)
water consumption by 25% in the washrooms and use
of treated water from waste water treatment plant
Yes. Broad areas are : Pricing implementation
in cooling towers for top up. As much as 1,379 kl of issues; OTC Guidelines, Taxation policies and Drug
rainwater was harvested at our plant. Regulatory matters.
6. Are the emissions/waste generated by the Company Principle 8 : Businesses should support inclusive
within the permissible limits given by CPCB/SPCB growth and equitable development
for the financial year being reported?
We aim to empower communities to take control of their
All the emissions/waste generated by the Company living environments for fuller, healthier lives. The Company’s
is within the permissible limits given by the Central CSR policy is focused on fostering economic, environmental
Pollution Control Board/State Pollution Control Board and social well-being.
for the financial year being reported. The sampling
is carried out and samples tested by independent We focus our philanthropic investments in areas where
government-approved laboratories on a regular basis as we can :
defined in the ‘Consent to operate’. • contribute with our business and our core capabilities
7. Number of show cause/legal notices received from • leverage our employees’ time and skills, and
CPCB/SPCB which are pending (i.e. not resolved to • bring on partners that can help us build sustainable and
satisfaction) as on end of Financial Year? scalable solutions
No show cause/legal notices received from CPCB/ We always start by listening to the needs of the people and to
SPCB are pending. the challenges facing sustainable solutions. We have worked
with this approach to identify several different focus areas
Principle 7 : Businesses, when engaged in advocating
for our philanthropic programmes. In each of these areas, we
for public and regulatory policy, should do so in a
partner with organizations that have the skills, knowledge,
responsible manner
and resources to complement our efforts. We are committed
The Company believes in a level playing field for all and to measuring the impact of our programmes so that we can
advocates fair and balanced policy decisions that are drive change sustainably and demonstrate scale.
beneficial for the patients and for the pharmaceutical
industry in India. 1. Does the Company have specified programmes/
initiatives/ projects in pursuit of the policy related
The Company is a member of industry bodies. The Company
to Principle 8? If yes, details thereof.
works with these associations regularly and actively and
submits views through them, when asked by the policy Health Clinics
makers/regulators on the existing or new policies pertaining Access to essential healthcare services and information
to the pharmaceutical sector. is an ever-increasing challenge for many in India.
The Company endorses inclusive policies and sustainable The Company has several programmes to address
development through its participation in CSR forums this. Through one such effort, the Company supports
and discussions. qualified doctors and healthcare professionals to expand
95
BUSINESS RESPONSIBILITY REPORT
disease diagnosis and access to care. This includes 2. Are the programmes/projects undertaken through
programmes to raise awareness and improve care for in-house team/own foundation/external NGO/
epilepsy and liver diseases. government structures/any other organization?
Quality and Affordable Healthcare Delivery Health Clinics - Programmes Direct Implementation
Programme with SEWA to expand Awareness and
In partnership with SEWA (Self-Employed Women’s Access to Healthcare
Association), the Company is working on improving SEWA - Creating a Direct Implementation
access to quality and affordable healthcare among low Sustainable Healthcare
income populations by creating resilient systems and Delivery Model
processes for prevention, diagnosis and treatment of Malaria Elimination Direct Implementation
Non-Communicable Diseases (NCDs). This programme Programme with
not only helps meet the health needs of low-income Malaria No More
populations, but also creates employment and
entrepreneurship opportunities for SEWA members. In 3.
Have you done any impact assessment of your
2019-20, we launched two community-based clinics that initiative?
provide primary, acute and NCD care services across We are committed to measuring the impact of our
two districts in Gujarat. The clinics are supported by programmes so that we can drive change sustainably and
a proactive community outreach led by Master Health apply the lessons in helping other communities as well.
trainers who have been trained on various facets of
NCD prevention, diagnosis and treatment. These Master All our initiatives have a needs assessment, a mid-line
Health trainers engage SEWA families and create review and an end-line evaluation. As all the three
awareness on programme services and their benefits, programmes are currently running, we are conducting
with a special focus on its NCD component. The Company reviews to ensure meeting of timely milestones.
is strengthening the programme through partnerships Impact assessments will be conducted at the end of
with reliable healthcare service providers that support the programmes.
the programme across the continuum of care.
4.
What is your Company’s direct contribution to
Malaria No More community development projects and the details of
With a population of nearly 42 Million people, Odisha the projects undertaken)?
accounted for about 40% of India’s malaria burden and
Community Development Projects Contribution
one-third of South-east Asia’s malaria burden in 2016. (` in Lakhs)
In support of India’s 2015 commitment to be malaria-
Improving Access to Healthcare 4,42
free by 2030, the government of Odisha had prioritized
through Health Clinics
malaria control and elimination. The Company has
supported the partnership between the government of Quality and Affordable Healthcare 3,51
Odisha and Malaria No More by providing technology, Delivery Programme with SEWA
expertise, and funding support to advance efforts to end Malaria Elimination Programme with 3,44
malaria in the state. Malaria No More
In support of this collaboration the Company has
5. Have you taken steps to ensure that this community
supplied one million Rapid Diagnostic Tests (RDTs)
development initiative is successfully adopted by
and technical expertise to strengthen Odisha’s malaria
the community? Please explain in 50 words, or so.
detection and surveillance system. In addition to these,
the Company has provided cash grants to Malaria No For all the above projects, we have aimed at embedding
More to back its work with the Odisha government sustainability at the core of our engagement with
towards a comprehensive state malaria elimination beneficiaries. By engaging with the community members
strategy that has seen a sustained decline in the number upfront on planning and implementation and then
of malaria cases in Odisha in the last few years. handholding them through continuous training, and
monitoring of the various interventions, we are ensuring 2. Does the Company display product information on
that communities not only adopt our initiatives but also the product label, over and above what is mandated
embrace the benefits that they experience as a result. as per local laws?
List of -
Improving access to healthcare
Yes. The Company displays relevant information
activities through Health Clinics on product labels in accordance with applicable
in which -
Quality and Affordable Healthcare statutory requirements.
expenditure in Delivery Programme with SEWA
CSR has been - Malaria Elimination Programme 3. Is there any case filed/pending by any stakeholder
incurred : with Malaria No More against the Company regarding unfair trade
practices, irresponsible advertising and/or anti-
Principle 9 : Businesses should engage with and competitive behavior during the last five years and
provide value to their customers and consumers in pending as on end of financial year? If so, provide
a responsible manner details thereof.
We prioritize the health and well-being of our patients and A complaint was filed against the Company for the
consumers. We are committed to working with healthcare claims made under its TV commercial with the
professionals to provide them with timely and accurate Advertising Standards Council of India (“ASCI”),
information, to assist them in making decisions, and providing a voluntary self-regulation council. The Company
advice to their patients.
submitted its response along with detailed explanations
Our statements about our products, in all materials and and technical data. In review, however, ASCI upheld its
communications, are balanced and truthful and consistent original order.
with the approved label.
4. Did your Company carry out any consumer survey/
In promoting our products, we provide information that is consumer satisfaction trends?
consistent with scientific evidence, leading medical practice,
Yes
and the approved product labelling requirement.
For and on behalf of the Board
1. What percentage of customer complaints/consumer
cases are pending as on the end of financial year?
615 complaints (medical + non-medical) were received Munir Shaikh Rajiv Sonalker
by the Company and responded to as per Company Mumbai Chairman CFO and Whole-time Director
policies/procedures until March 31, 2020. August 7, 2020 DIN : 00096273 DIN : 07900178
97
CORPORATE GOVERNANCE REPORT
BOARD OF DIRECTORS
a) As on the date of this Report, the Board comprises 8 Directors including 2 Executive and 6 Non-Executive Directors, of
which 3 are Independent.
b) The composition of the Board of Directors, their attendance at the Board Meetings held during the year under review and
at the last Annual General Meeting along with the number of directorships and memberships held in various committees
in other companies, as on the date of this Report are given in the table below :
Name of the Director Category of Total Attendance at Number of Number of
Directorship Board Board Annual Directorships Committee
Meetings Meetings General in other positions
held in held in Meeting companies1 held in other
2019-20 2019-20 (August 22, 2019) companies2
Mr Munir Shaikh Non-Executive 5 5# Yes 2 NIL
Chairman of the Board Director
Mr Anil Joseph Managing Director NA NA NA NIL NIL
(appointed as Managing Director
effective July 1, 2020)
Ms Anisha Motwani Non-Executive, 5 5 Yes 8 62
Independent Director
Mr Sudarshan Jain Non-Executive, 5 5 Yes 2 NIL
(appointed effective April 1, 2019) Independent Director
Ms Shalini Kamath Non-Executive, 5 2 NA 3 12
(appointed effective October 29, 2019) Independent Director
Mr Ambati Venu Non-Executive 5 5 Yes NIL NIL
(resigned as Managing Director effective Director
February 29, 2020 and appointed as
Non-Executive, Director effective
March 1, 2020)
Mr Kaiyomarz Marfatia Non-Executive 5 5 Yes NIL NIL
Director
Mr Rajiv Sonalker Executive Director 5 5 Yes NIL NIL
Whole-time Director
Mr Mark Murphy II Non-Executive 5 1 No NIL NIL
(resigned effective June 30, 2020) Director
Mr Krishna Mohan Sahni Non-Executive, 5 3 Yes NA NA
(retired effective October 28, 2019) Independent Director
Mr Jawed Zia Non-Executive 5 3 Yes NA NA
(resigned effective February 29, 2020) Director
#
Including 1 Meeting attended via video-conferencing.
1. Includes directorships in private and foreign companies and alternate directorship. However, it does not include directorships in
companies registered under Section 8 of the Companies Act, 2013.
2. Includes Memberships of Audit Committee and Stakeholders Relationship Committee, the details of which are given below :
- Ms Anisha Motwani holds the Membership of Audit Committee in Prataap Snacks Limited, Somany Home Innovation Limited,
India Shelter Finance Corporation Limited and Star Health and Allied Insurance Company Limited; Membership of Stakeholders
Relationship Committee in Prataap Snacks Limited and Angel Broking Limited.
- Ms Shalini Kamath holds the Membership of Audit Committee in Borosil Renewables Limited.
c) During the year under review, 5 Board Meetings were h) None of the Independent Directors of the Company
held on the following dates : serve as Independent Director in more than seven listed
companies or as whole-time director in any
May 27, 2019; August 8, 2019; August 22, 2019; November
listed company.
12, 2019 and February 7, 2020.
i) All material information was circulated to the Directors
The option for attending Board/Committee Meetings
before the meeting or placed at the meeting, including
via audio-visual means except for the items which are
minimum information required to be made available
specifically excluded for the same is provided
to the Board as prescribed under Part A of Schedule II
to the Directors.
of sub Regulation 7 of Regulation 17 of the Securities
d) Details of the Directors seeking appointment/ and Exchange Board of India (Listing Obligations and
re-appointment at the forthcoming Annual General Disclosure Requirements) Regulations, 2015.
Meeting as required under Regulation 36(3) of the
j) In the opinion of the Board and Nomination and
Securities and Exchange Board of India (Listing
Remuneration Committee, the Independent Directors
Obligations and Disclosure Requirements) Regulations,
fulfill the criteria of Independence as specified in the
2015 and Secretarial Standards issued by the Institute of
Companies Act, 2013 and Rules made thereunder and
Company Secretaries of India are annexed to the Notice
the Securities and Exchange Board of India (Listing
convening the Annual General Meeting, which forms
Obligations and Disclosure Requirements) Regulations,
part of the Annual Report.
2015, and are independent of the Management.
e) There is no inter-se relationship between any
BOARD COMPETENCIES/EXPERTISE
of the Directors.
The Board has different sets of skills and expertise, ideal
f) Mr Sudarshan Jain along with his relatives, holds 250
mix of analytical, strategic and leadership skills that is
shares in the Company as on March 31, 2020.
required for its oversight role, meet the governance and
g) As required under Regulation 30 of the Securities and strategic needs. The Board constantly focuses on raising of
Exchange Board of India (Listing Obligations and the governance standards of the Company. The Directors
Disclosure Requirements) Regulations, 2015, the have a broad-based business knowledge, relationships,
Company has, from time to time, notified the BSE prominence and excellent reputations in their primary fields
Limited regarding all appointments/re-appointments/ of endeavor and are competent to bring value additions and
cessations of Directors during the year under review. different perspectives.
Board Competencies/Expertise
Name Skills/Competencies/Expertise/ Other Directorships
Mr Munir Shaikh Mr Shaikh has held several management and leadership positions in different geographies across
Chairman various businesses. He possesses vast knowledge of the industry and is a consummate team player
with an entrepreneurial flair. He has an extensive leadership and industry experience, including
a deep knowledge and understanding of the Company’s business operations, strategies and the
business environment in which the Company operates.
He has strong expertise in the areas of Finance, Marketing and Business Development.
He is Director in Abbott Laboratories (Pakistan) Limited and Sunshine Holdings PLC, Sri Lanka.
Mr Anil Joseph Mr Joseph has diversified experience mainly in driving revenue and income growth; business
Managing Director turnaround and managing emerging markets. He has exposure in Sales & Marketing and General
(effective July 1, 2020) Management. Besides, having managed both Developed and Emerging Markets, he holds exposure in/
different countries and market types.
He holds expertise in Sales & Marketing and Strategy Development in managing growth and sustaining
success.
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CORPORATE GOVERNANCE REPORT
Board Competencies/Expertise
Name Skills/Competencies/Expertise/ Other Directorships
Ms Anisha Motwani Ms Motwani is a Brand and Innovation expert with varied experience in marketing across diverse
industries. As a marketer and creator of multiple consumer-oriented strategies, she takes a very strong
interest in the topic of the Indian consumer – buying behavior, connect points, impact of the digital
revolution, new segments and sub-segments etc.
She has been in forefront of behavior change projects such as Swachh Bharat and Clean Ganga mission.
She is an active contributor to various corporate and industry boards/association.
She has immense knowledge and expertise on digital marketing and brand building, corporate
communications, consumer research & analytics and creative excellence. She provides thought
leadership on emerging digital business models and technologies to shape the digital future of the
enterprise.
She is Independent Director on the Boards of Welspun India Limited; Prataap Snacks Limited
and Somany Home Innovation Limited and Director on the Boards of Angel Broking Limited;
India Shelter Finance Corporation Limited; L&T Investment Management Limited; Star Health and
Allied Insurance Company Limited and Dvara Kshetriya Gramin Financial Services Private Limited.
Mr Sudarshan Jain Mr Jain is a veteran in the healthcare business. He has rich business experience in strategic
management, corporate affairs brand building and overall business operations in healthcare companies.
His experience covers Pharmaceutical, OTC, Hospital, Diagnostic and Nutrition businesses.
He has played active role in shaping the healthcare policy and improving access to healthcare in India
and has wide industry knowledge and extensive expertise in building market leading brands.
He is a Director on the Boards of ZCL Chemicals Limited and Healthium Medtech Private Limited.
Ms Shalini Kamath Ms Kamath holds expertise in three distinct fields - Human Resources, Business Development and
Social & Community Development and across two continents - India and Africa.
She also has extensive experience in building strong corporate brands, both externally and internally
and has handled tripartite partnership projects related to community-oriented income generation
programs.
She is also a certified and practicing “CEO & Leadership Coach’’.
She is Independent Director on the Boards of Graphite India Limited; Borosil Renewables Limited and
Ambit Finvest Private Limited.
Mr Ambati Venu Mr Ambati holds extensive experience in consumer goods, OTC and pharmaceutical businesses.
Having worked in various regions, one of the strongest assets is his ability to excel within diverse
socio-cultural environments.
He holds strong business acumen, strategic leadership, the ability honed in both developed and
emerging markets.
Mr Kaiyomarz Marfatia Mr Marfatia holds strong legal acumen and immense experience in corporate compliance functions,
litigation, industrial licensing, foreign collaborations, technology transfer arrangements, distribution
arrangements and IPR matters, among others, in Pharmaceutical/Healthcare and Engineering industries.
He has played a vital role in the acquisition of various brands and businesses and handled cross
functional projects such as manufacturing reconfiguration/optimization and corporate restructuring.
Mr Rajiv Sonalker Mr Sonalker has extensive financial experience in the Pharmaceutical, FMCG and Engineering industries
in India & Europe.
Besides in-depth knowledge about the Company, he has strong technical & analytical skills, and expertise
for leading the Corporate Finance function, including Risk & Internal Control. He has played a crucial
role in several projects such as the merger, acquisitions, integration & corporate restructuring. He was
instrumental in driving many automation & digitization projects critical for the Company.
FAMILIARISATION PROGRAMS FOR The composition of the Audit Committee, category of its
INDEPENDENT DIRECTORS Members, their attendance at the Committee Meetings held
during the year under review is given below :
As a part of Induction and Continuing Education Program
for Independent Directors, periodic presentations are Sr. Name of the Category Number of Meetings
made by the Managing Director/Commercial Directors/ No. Member 2019-20
Function Heads at the Board Meetings to apprise the
Held Attended
Directors with the Company’s business strategies, long term
plans, budgets, operations and performance, relevant legal/ 1. Ms Anisha Independent 4 4
regulatory updates in the laws and regulations applicable to Motwani Director
the Company. In addition, these presentations also provide Chairperson
insights into various growth opportunities for the Company,
operational and environmental challenges associated 2. Mr Munir Non-Executive 4 4
Shaikh Director (attended
with the Company’s business operations, products,
1 meeting
Management’s risk mitigation plans, human resources and
via video
CSR updates, etc.
conferencing)
The Directors are regularly briefed on the Company’s policies
and procedures, with regard to distribution channels, business 3. Mr Sudarshan Independent 4 4
Jain Director
model, cash and treasury management, accounting systems
and internal financial controls, etc. Plant visit is arranged 4. Ms Shalini Independent 4 2
for the Directors to acquaint them with the manufacturing Kamath1 Director
process and the products manufactured in-house.
5. Mr Krishna Independent 4 2
The Company also arranges various knowledge dissemination Mohan Sahni2 Director
sessions by external faculties and shares various industry
reports to keep the Directors updated with the current 1. appointed as Member effective October 29, 2019.
happenings, relevant news and legal/regulatory changes. 2. ceased to be Member effective close of business hours on
October 28, 2019.
Details of the programs conducted by the Company for the
Ms Krupa Anandpara, Company Secretary is the Secretary
financial year 2019-20 are available on the website of the Company
of the Committee.
at https ://www.abbott.co.in/investor-relations/policies.html
Role :
MEETING OF INDEPENDENT DIRECTORS The role of the Committee includes :
In terms of requirements of the Companies Act, 2013, Rules • oversight of the Company’s financial reporting process
framed thereunder and Regulation 25(3) of the Securities and and the disclosure of its financial information to ensure
Exchange Board of India (Listing Obligations and Disclosure that the financial statements are correct,
Requirements) Regulations, 2015, 2 meetings of Independent sufficient and credible;
Directors were held on May 27, 2019 and August 8, 2019
during the financial year 2019-20. The said Meetings were • recommendation for appointment, remuneration and
attended by all the Independent Directors. terms of appointment of auditors of the Company;
• approval of payment to statutory auditors for any other
AUDIT COMMITTEE services rendered by them;
The composition, role, terms of reference as well as powers of • reviewing, with the management, the annual financial
the Audit Committee of the Company are in compliance with statements and auditor’s report thereon before
the provisions of Section 177 of the Companies Act, 2013 and submission to the Board for approval, with
Regulation 18 of the Securities and Exchange Board of particular reference to :
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All the members of the Audit Committee a. matters required to be included in the Directors’
are financially literate. Responsibility Statement to be included in the
Board’s Report in terms of clause (c) of sub-section 3
Composition : of Section 134 of the Companies Act, 2013;
The Committee comprises 3 Independent Directors and 1 b. changes, if any, in accounting policies and practices
Non-Executive Director as on the date of this Report. and reasons for the same;
101
CORPORATE GOVERNANCE REPORT
c. major accounting entries involving estimates based • approval of appointment of Chief Financial Officer after
on the exercise of judgment by management; assessing the qualifications, experience and background,
d. significant adjustments made in the financial etc, of the candidate;
statements arising out of audit findings;
• reviewing the functioning of the Vigil Mechanism/
e. compliance with listing and other legal Whistle Blower Mechanism;
requirements relating to the financial statements;
• carrying out any other functions as may be prescribed
f. disclosure of any related party transactions;
under the Companies Act, 2013, Rules framed
g. modified opinion(s) in the draft audit report. thereunder and Regulation 18 of the Securities and
• reviewing, with the management, the quarterly Exchange Board of India (Listing Obligations and
financial statements before submission to the Disclosure Requirements) Regulations, 2015 or as may
Board for approval; be delegated by the Board, from time to time.
• reviewing and monitoring the auditor’s independence The Committee also reviews various information
and performance and effectiveness of audit process;
prescribed under Part C of Schedule II as referred in
• approval or any subsequent modification of transactions Regulation 18(3) of the Securities and Exchange Board of
of the Company with related parties; India (Listing Obligations and Disclosure Requirements)
• scrutiny of inter-corporate loans and investments; Regulations, 2015.
• valuation of undertakings or assets of the Company, Meetings :
wherever it is necessary;
During the year under review, the Committee met 4 times on
• evaluation of internal financial controls and risk
the following dates :
management systems;
• monitoring the end use of funds raised through public May 27, 2019; August 8, 2019; November 12, 2019 and
offers and related matters; February 7, 2020.
• reviewing with the management, performance of The Chief Financial Officer remains present at all the Audit
statutory and internal auditors, adequacy of the internal Committee Meetings. All the meetings are attended by the
control systems; Statutory Auditors. Internal and Cost Auditors are invited to
• reviewing the adequacy of internal audit function, if the Meetings, as and when required.
any, including the structure of the internal audit
department, staffing and seniority of the official heading Ms Anisha Motwani, Chairperson of the Audit Committee
the department, reporting structure, coverage and attended the Annual General Meeting held on August 22,
frequency of internal audit; 2019 in compliance with the requirements of Regulation
18(1)(d) of the Securities and Exchange Board of India
• discussion with internal auditors of any significant
findings and follow up thereon; (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
• reviewing the findings of any internal investigations by
the internal auditors into matters where there is NOMINATION AND REMUNERATION COMMITTEE
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the The composition, role, terms of reference as well as powers of
matter to the Board; the Nomination and Remuneration Committee of the
• discussion with statutory auditors before the audit Company are in compliance with the provisions of
commences, about the nature and scope of audit as Section 178 of the Companies Act, 2013 and Regulation 19 of
well as post-audit discussion to ascertain any the Securities and Exchange Board of India (Listing
areas of concern; Obligations and Disclosure Requirements) Regulations, 2015.
• to look into the reasons for substantial defaults in Composition :
the payment to the depositors, debenture holders,
members (in case of non-payment of declared The Committee comprises 2 Independent Directors and 2
dividends) and creditors; Non-Executive Directors as on the date of this Report.
The composition of the Nomination and Remuneration • to consider any other matters as may be
Committee, category of its Members and their attendance at delegated by the Board.
the Committee Meetings held during the year under review
The role of the Committee in relation to Remuneration
is given below :
matters include :
Sr. Name of the Category Number of Meetings
No. Member 2019-20 • recommend to the Board a policy, relating to the
Held Attended remuneration for the Directors, Key Managerial
1. Mr Sudarshan Independent 2 1 Personnel and other employees. The Committee shall,
Jain Director while formulating the policy ensure that :
Chairman
- the level and composition of remuneration is
2. Mr Munir Non-Executive 2 2
reasonable and sufficient to attract, retain and
Shaikh Director (attended
motivate Directors of the quality, required to run
1 meeting
the Company successfully;
via video
conferencing) - relationship of remuneration to performance is
3. Ms Anisha Independent 2 2 clear and meets appropriate performance
Motwani Director benchmarks; and
4. Mr Ambati Non-Executive 2 NA
- remuneration to Directors, Key Managerial
Venu1 Director
Personnel and Senior Management involves a
5. Mr Jawed Zia2 Non-Executive 2 2 balance between fixed and incentive pay reflecting
Director short and long-term performance objectives
1. appointed as Member effective April 27, 2020. appropriate to the working of the
2. ceased to be Member effective close of business hours on Company and its goals.
February 29, 2020.
• recommend to the Board all remuneration, in whatever
Ms Krupa Anandpara, Company Secretary, is the Secretary form, payable to the Senior Management;
of the Committee.
• to consider any other matters as may be
Role : delegated by the Board.
The role of the Committee in relation to Nomination matters Meetings :
include :
During the year under review, the Committee met 2 times on
• formulating criteria for identifying suitable candidates the following dates :
for Directors and Senior Management;
May 27, 2019 and October 22, 2019.
• identify persons who are qualified to become Directors
and appointed as the Senior Management in accordance Mr Sudarshan Jain, Chairman of the Committee attended
with criteria laid down and recommend to the Board the Annual General Meeting of the Company to answer the
their appointment and removal; Shareholders’ queries in compliance with the requirements of
Regulation 19(3) of the Securities and Exchange Board of
• formulating the criteria for determining the India (Listing Obligations and Disclosure Requirements)
qualifications, positive attributes and Regulations, 2015.
independence of a Director;
Performance Evaluation Criteria for Independent
• devising policy on the diversity of the Board; Directors :
• ensuring that there is an appropriate induction Performance Evaluation of Independent Directors is done by
programme in place for new Directors and reviewing the entire Board of Directors (except the Director whose
its effectiveness; evaluation is being done). The Board also evaluates if the
• formulating the criteria for evaluation of performance of Independent Directors fulfill the criteria of independence as
Board, its Committees and individual Directors and laid down in the Companies Act, 2013, Rules framed
review its implementation and compliance and whether thereunder and the Securities and Exchange Board of India
to extend or continue the term of appointment of the (Listing Obligations and Disclosure Requirements)
Independent Director on the basis of such assessment; Regulations, 2015.
103
CORPORATE GOVERNANCE REPORT
Detailed mechanism and various criteria adopted for • review of measures taken for effective exercise of voting
evaluation of the Directors are provided in the Directors rights by shareholders;
Report. Please refer to disclosures on page no. 65.
• review of adherence to the service standards adopted by
STAKEHOLDERS RELATIONSHIP COMMITTEE the Company in respect of various services being
rendered by the Registrar and Share Transfer Agent;
The composition, role, terms of reference as well as powers of
the Stakeholders Relationship Committee of the Company • review of the various measures and initiatives taken by
are in compliance with the provisions of Section 178 of the the Company for reducing the quantum of unclaimed
Companies Act, 2013 and Regulation 20 of the Securities and dividends and ensuring timely receipt of dividend
Exchange Board of India (Listing Obligations and Disclosure warrants/annual reports/statutory notices by the
Requirements) Regulations, 2015.
shareholders of the Company.
Composition :
Meetings :
The Committee comprises 1 Independent Director and 2
Non-Executive Directors as on the date of this Report. During the year under review, the Committee met 4 times on
the following dates :
The composition of the Stakeholders Relationship Committee,
category of its Members and their attendance at the May 27, 2019; August 8, 2019; November 12, 2019 and
Committee Meetings held during the year under review February 7, 2020.
is given below :
A summary of complaints received and resolved by the
Sr. Name of the Category Number of Meetings Company to the satisfaction of the shareholders/investors
No. Member 2019-20 during the year under review, is given below :
Held Attended
Particulars Number
1. Mr Kaiyomarz Non-Executive 4 4
Marfatia Director Pending at the beginning of the year 1#
Chairman Received during the year 4#
2. Mr Ambati Non-Executive 4 4 Resolved during the year 5
Venu Director
Pending at the end of the year 0
3. Ms Shalini Independent 4 2
Kamath1 Director # pertains to letters received from the Securities and Exchange
Board of India (SCORES).
4. Mr Krishna Independent 4 2
Mohan Sahni2 Director CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
1. appointed as Member effective October 29, 2019. The composition, role, terms of reference as well as powers of
2. ceased to be a Member effective close of business hours on the Corporate Social Responsibility (“CSR”) Committee of
October 28, 2019. the Company are in compliance with the requirements of
Ms Krupa Anandpara, Company Secretary, is the Secretary of Section 135 of the Companies Act, 2013 and Companies
the Committee. She also acts as the Compliance and Nodal (Corporate Social Responsibility Policy) Rules, 2014.
Officer of the Company.
Composition :
Role :
The Committee comprises 1 Independent Director, 2 Non-
The role of the Committee includes : Executive Directors and 1 Executive Director, as on the date
• resolving the grievances of the shareholders including of this Report.
complaints related to transfer/transmission of shares,
non-receipt of annual report, non-receipt of declared The composition of the CSR Committee, category of its
dividends, issue of new/duplicate certificates, general Members and their attendance at the Committee Meetings
meetings, etc.; held during the year under review is given below :
• recommend the amount of expenditure to be incurred 1. appointed as Member effective October 29, 2019.
on the CSR activities, for each financial year 2. ceased to be Member effective October 28, 2019.
of the Company; Ms. Krupa Anandpara, Company Secretary, is the Secretary
• devise suitable transparent Monitoring Mechanism for of the Committee.
monitoring progress/status of implementation of the Role :
CSR activities;
The role of the Committee includes :
• receive reports and review activities from executive and
• monitoring and implementing Risk Management Plans;
specialist groups managing CSR activities;
• ensure that the adequacy of the Company’s Risk
• monitor CSR Policy from time to time and revise the Management Framework is being assessed and that
same as and when needed; action is taken if it is inadequate;
• carry out such other functions, as may be prescribed by • reporting Risk Management activities and information,
the Companies Act, 2013 or CSR Rules or as may be including top risks and mitigation, to the Audit
delegated by the Board, from time to time. Committee and Board;
105
CORPORATE GOVERNANCE REPORT
• understand the significant or high risks affecting During the year under review, Mr Munir Shaikh, Ms Anisha
Company and ensuring that processes to mitigate Motwani, Mr Sudarshan Jain, Ms Shalini Kamath and
them are effective; Mr Krishna Mohan Sahni were paid sitting fees amounting
to ` 10.50 Lakhs, ` 13.50 Lakhs, ` 12.00 Lakhs, ` 5.50 Lakhs
• reviewing and amending Risk Management Framework
and ` 9.00 Lakhs respectively, for attending Board and
from time to time;
various Committee Meetings.
• review of the Risk Management Plan by the Committee
None of the Non-Executive Directors had any material
and such other functions as it may deem fit and shall
pecuniary relationship or transactions with the Company.
specifically cover cyber security;
During the year, the Company availed professional services
• other functions as may be delegated by the Board from M/s Storm the Norm, in which Ms Anisha Motwani
from time to time. is a proprietor and remitted ` 2.16 Lakhs towards the same.
Considering the turnover of the Company as well as of
Meetings :
M/s Storm the Norm, this is not a material transaction.
During the year under review, the Committee met once on
Executive Directors
February 7, 2020.
The Executive Directors are paid remuneration in accordance
REMUNERATION OF DIRECTORS with the limits prescribed under the Companies Act, 2013
Non-Executive Directors and the Remuneration Policy of the Company. Such
Criteria of payment of sitting fees to Non-Executive Directors remuneration is considered and approved by the Nomination
are set out in the Remuneration Policy which is available on and Remuneration Committee, the Board of Directors and
the website of the Company. the Shareholders of the Company.
Details of remuneration paid to the Executive Directors for the financial year 2019-20 are as follows :
(` in Lakhs)
Terms of Agreement Mr Ambati Venu Mr Rajiv Sonalker
(resigned as Managing Director effective CFO and Whole-time Director
February 29, 2020)
The amount of performance bonus/commission payable to the Managing Director/Whole-time Director is calculated basis the
performance of the Company in general and the individual’s performance for the relevant financial year measured against
specific key result areas, which are aligned to the Company’s objectives and policies. The same is determined by the Board based
on the recommendation of the Nomination and Remuneration Committee in alignment with the Company policy.
The Company has entered into Agreements with Mr Ambati Venu (ceased as Managing Director on February 29, 2020),
Mr Rajiv Sonalker, Whole-time Director for a period from August 8, 2019 to June 30, 2021 and Mr Anil Joseph, Managing
Director for a period of 5 years from July 1, 2020 to June 30, 2025.
2018-19 August 22, 2019 3.30 p.m. Y B Chavan Auditorium, General Jagannath -
Bhosale Marg, Mumbai 400 021
2016-17 July 18, 2017 3.30 p.m. RAMA AND SUNDRI WATUMULL -
AUDITORIUM, K C College, 124, Dinshaw
Wachha Road, Vidyasagar Prin. K. M.
Kundnani Chowk, Churchgate,
Mumbai – 400 020
All the resolutions set out in the Notices of the Meetings, and leak of Unpublished Price Sensitive Information.
as aforesaid, were duly passed with requisite majority The amended Policy is available on the website of the Company
by the Members. at https://www.abbott.co.in/investor-relations/policies.html
During the year, no special resolution was passed MEANS OF COMMUNICATION
through postal ballot.
i)
The quarterly, half-yearly and annual results are
On April 27, 2020, the Company proposed a Special published in English daily newspaper (Business
Resolution, through Postal Ballot, seeking approval of the Standard-Pan India) and Marathi newspaper (Loksatta)
shareholders to advance loan(s) to any of the Company’s published from Mumbai. The quarterly results/
group entities in India in which any Director of the Company shareholding pattern/notice of Board Meetings/official
news releases are made available on the website of the
is or shall be deemed to be interested, upto an aggregate limit
Company at www.abbott.co.in and on the website of
of ` 300 Crores, in one or more tranches as per provisions of
the BSE Limited.
the Section 185 of the Companies Act, 2013. The Resolution
was approved with requisite majority on June 6, 2020. ii) During the year under review, the Company has, upon
request, had one-on-one/group meetings with a few
institutional investors. Prior intimations about these
VIGIL MECHANISM/WHISTLE BLOWER POLICY
meetings were made to the BSE Limited.
The Company has in place the Vigil Mechanism/Whistle No presentations were made in any such meetings.
Blower Policy called “Abbott India Limited – Procedure for
Internal Investigations” in terms of the requirements of the GENERAL SHAREHOLDER INFORMATION
Companies Act, 2013 and Regulation 22 of the Securities and i) Annual General Meeting
Exchange Board of India (Listing Obligations and Disclosure
Monday, September 7, 2020 through Video-
Requirements) Regulations, 2015. Adequate safeguards are Conferencing (VC)/Other Audio-Visual Means (OVAM)
provided against victimization of director(s) or employee(s) ii) Financial year
or any other person who raises concerns using such April 1, 2019 to March 31, 2020
mechanism. No employee has been denied access to the
Audit Committee. iii) Book Closure
Tuesday, September 1, 2020 to
During the year, the said Policy was amended in line with Monday, September 7, 2020 (both days inclusive)
the Securities and Exchange Board of India (Prohibition
of Insider Trading) (Amendment) Regulations, 2018 (“the iv) E-Voting Period
Insider Trading Regulations”), enabling employees to From 9.00 a.m. (IST) on Friday, September 4, 2020
report any violations under the Insider Trading Regulations Upto 5.00 p.m. (IST) on Sunday, September 6, 2020
107
CORPORATE GOVERNANCE REPORT
110
5001 to 10000 36 0.07 2,57,097 1.21
xv) Shareholding Pattern as on March 31, 2020 accrued thereon shall be transferred by the Company to
the IEPF Authority in accordance with provisions of
Category of Shareholders Number of % to Total
Shares
Section 124(5) and (6) of the Companies Act, 2013 and
Rules framed thereunder. The voting rights in respect of
Promoters 1,59,34,048 74.99
such shares shall remain frozen till the rightful owner
Banks 4,889 0.02 claims such Equity Shares.
Financial Institutions 68,196 0.32
xvii)
In terms of requirements of Section 124(6) of the
Foreign Portfolio Corporation 3,48,692 1.64 Companies Act, 2013 read with the Investor Education
Insurance Companies 35,994 0.17 and Protection Fund Authority (Accounting, Audit,
Mutual Funds 10,17,895 4.79 Transfer and Refund) Rules, 2016, all shares in respect
of which dividend has not been paid or claimed for
Domestic Companies 2,48,679 1.17
seven consecutive years or more are required to be
Non-Domestic Companies 471 0.00
transferred to the Investor Education and Protection
Non-Resident Indians 1,04,622 0.49 Fund Authority (“IEPF Authority”).
Directors and Relatives 250 0.00
During the year, the Company has transferred 31,212
Unclaimed Suspense Account 4,711 0.02 Equity Shares held by 239 Members to the IEPF
Investor Education and 96,925 0.46 Authority in July 2019. The details of shares so
Protection Fund (IEPF) transferred is available on the Company’s website under
Authority the Investor Section at https://www.abbott.co.in/investor-
Others 33,83,930 15.93 relations/other-information/unclaimed-dividend.html
TOTAL 2,12,49,302 100.00 The Members whose shares/unclaimed dividends, etc.
xvi)
In terms of requirements of Regulation 39(4) and have been transferred to IEPF may claim the shares by
Schedule VI of the Securities and Exchange Board of making an application to IEPF Authority in Form IEPF-5
India (Listing Obligations and Disclosure Requirements) (available on www.iepf.gov.in) along with requisite fee
Regulations, 2015, shares which remained unclaimed in as decided by the Authority from time to time. The
the custody of the Company are required to be Member can file only one consolidated claim in a financial
transferred to the Suspense Account opened by the year as per the IEPF Rules and amendments thereto.
Company.
During the year, 7 claims were received from
Accordingly, details of the unclaimed shares lying in shareholders, details of which are as follows :
the Company’s Unclaimed Suspense Account are
Particulars Number of Number of
as follows : Shareholders Shares
Particulars Number of Number of Aggregate number as at 396 66,989
Shareholders Shares
April 1, 2019
Aggregate number as at 187 23,993
April 1, 2019 Transferred to IEPF Authority 239 31,212
Number of shares claimed 1 165 during the year
and transferred from the Claims brought forward 3 812
Unclaimed Suspense Accounts
during the year Claims received from 7 1,305
Number of shares transferred 148 19,117 Shareholders during the year
to Investor Education and Claims processed by IEPF 5 1,276
Protection Fund Authority
Aggregate number as at 38 4,711
March 31, 2020 Claims pending with IEPF 5 841
Authority
All benefits accruing on such shares shall be credited
Aggregate number as at 630 96,925
to Unclaimed Suspense Account for a period of seven
March 31, 2020
years. Thereafter, the said shares including all benefits
109
CORPORATE GOVERNANCE REPORT
Senior Management. The Certificate issued by o) During the financial year, there was no instance where
Mr Rajiv Sonalker, Whole-time Director and CFO to this the Board has not accepted any recommendation of any
effect forms part of this report. Committee of the Board.
i) The Company has complied with all the Corporate p) Total fees paid to the Statutory Auditors and all the
Governance requirements specified in Regulations 17 to entities in their network firm/network entities for all
23 and 25 to 27 and clauses (b) to (i) of sub-regulation (2) services rendered by them during the financial year
of Regulation 46 of the Securities and Exchange Board 2019-20 is ` 1,99 Lakhs including all the taxes, as may
of India (Listing Obligations and Disclosure be applicable.
Requirements) Regulations, 2015. The Company does
q) During the year, one complaint was filed under the
not have any subsidiary and therefore Regulation 24 is
Sexual Harassment of Women at Workplace (Prevention,
not applicable to the Company.
Prohibition and Redressal) Act, 2013 and the same was
j) There has been no instance of any non-compliance of appropriately disposed off.
any requirement of corporate governance report of
Compliance with discretionary requirements :
sub-paras (2) to (10) of Part C of Schedule V of the
Securities and Exchange Board of India (Listing i) The quarterly and half yearly financial results are
Obligations and Disclosure Requirements) published in two newspapers as prescribed by the
Regulations, 2015. Securities and Exchange Board of India (Listing
k) The Company does not deal in commodity(ies) and Obligations and Disclosure Requirements) Regulations,
hence disclosure relating to commodity price risks and 2015, and are also available on the website of the
commodity hedging activities does not apply Company at www.abbott.co.in Therefore, the results
to the Company. were not separately circulated to all the Members.
l) The Company has not raised any funds through ii) Reporting of Internal Auditors is directly to the
preferential allotment or Qualified Institutional Audit Committee.
Placement during the financial year ended iii) The Company has its financial statements with
March 31, 2020. unmodified audit opinion.
m) The Company has not obtained any Credit Ratings For and on behalf of the Board
during the year.
n) The Company has complied with all the mandatory
requirements of the Securities and Exchange Board Munir Shaikh Rajiv Sonalker
of India (Listing Obligations and Disclosure Mumbai Chairman CFO and Whole-time Director
Requirements) Regulations, 2015. August 7, 2020 DIN : 00096273 DIN : 07900178
DECLARATION UNDER SCHEDULE V (D) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Pursuant to Regulation Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, I, Rajiv Sonalker – Whole-time Director and CFO of Abbott India Limited, do hereby affirm
that, all the Board Members and Senior Management Personnel of the Company have affirmed Compliance with the Abbott
India Code of Conduct for the year ended March 31, 2020.
Rajiv Sonalker
March 31, 2020 CFO and Whole-time Director
Mumbai DIN : 07900178
111
CORPORATE GOVERNANCE REPORT
I have examined the relevant registers, records, forms, 4. Shalini Kamath 06993314 29/10/2019
returns and disclosures received from the Directors of Abbott 5. Ambati Venu 07614849 01/03/2020
India Limited having CIN : L24239MH1944PLC007330 and
having their registered office at Unit No. 3, Corporate Park, 6. Kaiyomarz Marfatia 03449627 01/03/2011
Sion Trombay Road, Mumbai 400071 (hereinafter referred to 7. Rajiv Sonalker 07900178 08/08/2017
as ‘‘the Company’’), produced before me by the Company for
the purpose of issuing this Certificate, in accordance with 8. Mark Murphy II 08385393 01/04/2019
Regulation 34(3) read with Schedule V Para C sub clause 10(i)
Ensuring the eligibility for the appointment/continuity of
of the Securities and Exchange Board of India (Listing
every Director on the Board is the responsibility of the
Obligations and Disclosure Requirements) Regulations, 2015.
management of the Company. My responsibility is to express
In my opinion and to the best of my information and according an opinion on these based on my verification. This certificate
to the verifications (including Directors Identification is neither an assurance as to the future viability of the
Number (DIN) status at the portal www.mca.gov.in) as Company nor of the efficiency or effectiveness with which
considered necessary and explanations furnished to me by the management has conducted the affairs.
the Company and its officers, I hereby certify that none of the
Directors on the Board of the Company as stated below for
the financial year ending on March 31, 2020 have been Neena Bhatia
debarred or disqualified from being appointed or continuing Practicing Company Secretary
as Directors of companies by the Securities and Exchange Place : Mumbai Membership No. FCS 9492
Board of India, Ministry of Corporate Affairs or any such Date : June 8, 2020 Certificate of Practice No. 2661
other Statutory Authority. UDIN : F009492B000323993
113
INDEPENDENT AUDITOR’S REPORT
Key audit matter How our audit addressed the key audit matter
(a) Provision for non-saleable returns (as described in note 23 of the Ind AS financial statements)
The Company makes sales to stockists who further sells Our audit procedures included, amongst others,
products in the market. Stockist have a right of return in case • Obtained an understanding of management process for
goods expiring, while in supply chain till end consumers. making provision for non-saleable returns including
Return of these expired goods, result in deductions to gross related controls.
amounts invoiced in arriving at revenue and creation of
obligations for the Company to give credit for sales returns. • Tested the Company’s key controls relating to the
deductions made to gross sales for sales returns,
The amounts pertaining to such sales return are estimated at including those controls over booking of sales and sales
the time of sale and deducted from gross sales and recorded return process.
as provisions for sales returns. These estimates are based
on analysis of historical trends of sales return and shelf life • We obtained management’s calculations for provisions,
of the products. recalculated the amounts and validated the assumptions
used by reference to historical sales returns levels and
current trends.
Key audit matter How our audit addressed the key audit matter
The management has determined provision for sales returns • We considered the management’s estimates by comparing
amounting to ` 144,21.36 Lakhs which have been recorded historical accrued provisions and revenue deductions
at March 31, 2020 (including reimbursable sales return recorded to the actual amounts.
amounting to ` 57,56.81 Lakhs). • We tested the working of discounting of non-current
We focused on this area because establishing an appropriate provisions for sales return prepared by the management.
year-end position requires significant judgement and • We understood and assessed the Company’s revenue
estimation by the management. The assumptions required recognition accounting policies, including the recognition
for estimating provisions for sales returns are complex in and measurement of deductions to gross sales relating to
nature, the estimates may not be appropriate and, as a result, sales returns and related disclosures.
provisions and revenue may be incorrectly recorded.
(b) Evaluation of uncertain tax positions (as described in note 38 of the Ind AS financial statements)
The Company has litigations involving question of law and • We obtained an understanding of the management’s process
certain disallowances made by authorities in assessment for :
orders that the Company has appealed against before the - identification of tax matters initiated against the Company,
relevant appellate authorities. - assessment of accounting treatment for each such litigation
The Company has disclosed ` 73,43.74 Lakhs as Contingent identified under Ind AS 37 accounting principles, and for
liability (including uncertain tax positions for open assessment measurement of amounts involved.
orders) in accordance with Ind AS 37 Provisions, Contingent • We evaluated the design and tested the operating
Liabilities and Contingent Assets, based on management’s effectiveness of controls around the above process.
assessment in consultation with professional advice from the • We obtained an understanding of the nature of litigations
external legal counsel. pending against the Company and discussed the key
developments during the year with the management.
The eventual outcome of the legal proceedings is dependent
on the outcome of future events and unexpected adverse • We focused on the key developments in the tax litigation
outcomes could significantly impact the Company’s reported during the year, which could have materially impacted the
amounts recorded as provisions or disclosed as contingent
profits and Balance Sheet position.
liability in the financial statements. We reviewed the
Key judgments are also made by the management in demand notices, assessment orders received during the
estimating the amount of contingent liabilities related to year for all such cases and obtained grounds of appeal
aforementioned litigations. submitted by the management in consultation with their
Considering the degree of judgment, significance of the external legal counsel.
amounts involved, inherent high estimation uncertainty • We assessed the appropriateness of methods used and the
and reliance on external legal counsel, this matter has been reliability of underlying data for quantifying the amounts
identified as a key audit matter for the current year audit. involved. We also tested the arithmetical accuracy of
such calculations.
• We reviewed external legal counsel’s response to ensure
that the conclusions reached are supported by sufficient
legal rationale.
• We also tested the independence, objectivity and
competence of such external legal counsel involved.
• We have obtained direct confirmation for litigation cases
from the external legal counsel, to support the decisions
and rationale for disclosure of contingent liabilities in
respect of the litigation cases.
• We engaged internal tax specialists to evaluate
management assessment of the outcome of such litigation
cases. The tax specialists considered legal precedence and
other rulings in evaluating management’s position on such
litigation cases.
• We have evaluated the adequacy of disclosures
made by the Company in the financial statements in
view of the requirements as specified in the Indian
Accounting Standards.
115
INDEPENDENT AUDITOR’S REPORT
Information Other than the Financial Statements The Board of Directors are also responsible for overseeing the
and Auditor’s Report Thereon Company’s financial reporting process.
The Company’s Board of Directors is responsible for the Auditor’s Responsibilities for the Audit of the Ind
Other information. The Other information comprises the AS Financial Statements
Director’s Report, Management Discussion and Analysis,
Corporate Governance Report but does not include the Our objectives are to obtain reasonable assurance about
Ind AS financial statements and our auditor’s report thereon. whether the Ind AS financial statements as a whole are free
The Other information is expected to be made available to us from material misstatement, whether due to fraud or error,
after the date of this auditor’s report. and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not
Our opinion on the Ind AS financial statements does not cover a guarantee that an audit conducted in accordance with SAs
the other information and we will not express any form of will always detect a material misstatement when it exists.
assurance conclusion thereon. Misstatements can arise from fraud or error and are considered
In connection with our audit of the Ind AS financial material if, individually or in the aggregate, they could
statements, our responsibility is to read the Other information reasonably be expected to influence the economic decisions of
identified as above and, in doing so, consider whether the users taken on the basis of these Ind AS financial statements.
other information is materially inconsistent with the Ind AS As part of an audit in accordance with Standards on Auditing
financial statements or our knowledge obtained in the audit (SAs), we exercise professional judgment and maintain
or otherwise appears to be materially misstated. professional skepticism throughout the audit. We also :
Responsibilities of Management for the Ind AS • Identify and assess the risks of material misstatement of
Financial Statements the Ind AS financial statements, whether due to fraud or
The Company’s Board of Directors is responsible for the error, design and perform audit procedures responsive to
matters stated in Section 134(5) of the Act with respect to those risks, and obtain audit evidence that is sufficient and
the preparation of these Ind AS financial statements that appropriate to provide a basis for our opinion. The risk
give a true and fair view of the financial position, financial of not detecting a material misstatement resulting from
performance including other comprehensive income, cash fraud is higher than for one resulting from error, as fraud
flows and changes in equity of the Company in accordance may involve collusion, forgery, intentional omissions,
with the accounting principles generally accepted in India, misrepresentations, or the override of internal control.
including the Indian Accounting Standards (Ind AS) specified • Obtain an understanding of internal control relevant
under Section 133 of the Act read with the Companies to the audit in order to design audit procedures that are
(Indian Accounting Standards) Rules, 2015, as amended. appropriate in the circumstances. Under Section 143(3)(i)
This responsibility also includes maintenance of adequate of the Act, we are also responsible for expressing our
accounting records in accordance with the provisions of the opinion on whether the Company has adequate internal
Act for safeguarding of the assets of the Company and for financial controls system in place and the operating
preventing and detecting frauds and other irregularities; effectiveness of such controls.
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and • Evaluate the appropriateness of accounting policies used
prudent; and the design, implementation and maintenance and the reasonableness of accounting estimates and
of adequate internal financial controls, that were operating related disclosures made by management.
effectively for ensuring the accuracy and completeness of • Conclude on the appropriateness of management’s use of
the accounting records, relevant to the preparation and the going concern basis of accounting and, based on the
presentation of the Ind AS financial statements that give a audit evidence obtained, whether a material uncertainty
true and fair view and are free from material misstatement, exists related to events or conditions that may cast
whether due to fraud or error. significant doubt on the Company’s ability to continue as a
In preparing the Ind AS financial statements, management is going concern. If we conclude that a material uncertainty
responsible for assessing the Company’s ability to continue exists, we are required to draw attention in our auditor’s
as a going concern, disclosing, as applicable, matters related report to the related disclosures in the financial statements
to going concern and using the going concern basis of or, if such disclosures are inadequate, to modify our
accounting unless management either intends to liquidate opinion. Our conclusions are based on the audit evidence
the Company or to cease operations, or has no realistic obtained up to the date of our auditor’s report. However,
alternative but to do so. future events or conditions may cause the Company to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of Companies (Indian Accounting Standards) Rules,
the Ind AS financial statements, including the disclosures, 2015, as amended;
and whether the Ind AS financial statements represent
the underlying transactions and events in a manner that (e) On the basis of written representations received
achieves fair presentation. from the directors as on March 31, 2020, and taken
on record by the Board of Directors, none of the
We communicate with those charged with governance directors is disqualified as on March 31, 2020, from
regarding, among other matters, the planned scope and being appointed as a director in terms of Section
timing of the audit and significant audit findings, including
164 (2) of the Act;
any significant deficiencies in internal control that we identify
during our audit. (f) With respect to the adequacy of the internal
We also provide those charged with governance with a financial controls over financial reporting of the
statement that we have complied with relevant ethical Company with reference to these Ind AS financial
requirements regarding independence, and to communicate statements and the operating effectiveness of
with them all relationships and other matters that may such controls, refer to our separate Report in
reasonably be thought to bear on our independence, and “Annexure 2” to this report;
where applicable, related safeguards.
(g) In our opinion, the managerial remuneration for
From the matters communicated with those charged with the year ended March 31, 2020 has been paid/
governance, we determine those matters that were of most provided by the Company to its directors in
significance in the audit of the Ind AS financial statements for accordance with the provisions of Section 197 read
the financial year ended March 31, 2020 and are therefore the with Schedule V to the Act;
key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure (h) With respect to the other matters to be included in
about the matter or when, in extremely rare circumstances, the Auditor’s Report in accordance with Rule 11 of
we determine that a matter should not be communicated the Companies (Audit and Auditors) Rules, 2014, in
in our report because the adverse consequences of doing so our opinion and to the best of our information and
would reasonably be expected to outweigh the public interest according to the explanations given to us :
benefits of such communication.
i. The Company has disclosed the impact of
Report on Other Legal and Regulatory Requirements pending litigations on its financial position in
1. As required by the Companies (Auditor’s report) Order, its Ind AS financial statements – Refer Note 38
2016 (“the Order”) issued by the Central Government to the Ind AS financial statements;
of India in terms of sub-Section (11) of Section 143 of
the Act, we give in the Annexure 1, a statement on the ii. The Company did not have any long-term
matters specified in paragraphs 3 and 4 of the Order. contracts including derivative contracts
for which there were any material
2. As required by Section 143 (3) of the Act, we report that : foreseeable losses; and
(a) We have sought and obtained all the information
iii. There has been no delay in transferring
and explanations which to the best of our
amounts, required to be transferred, to the
knowledge and belief were necessary for the
purpose of our audit; Investor Education and Protection Fund
by the Company.
(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books; For S R B C & CO LLP
Chartered Accountants
(c) The Balance Sheet, Statement of Profit and Loss
ICAI Firm Registration Number : 324982E/E300003
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of
per Ravi Bansal
Changes in Equity dealt with by this Report are in
Partner
agreement with the books of account;
Membership Number : 49365
(d) In our opinion, the aforesaid Ind AS financial UDIN : 20049365AAAABG3251
statements comply with the Accounting Standards Place of Signature : Mumbai
specified under Section 133 of the Act, read with Date : June 8, 2020
117
INDEPENDENT AUDITOR’S REPORT
Name of the Statute Nature of Amount Period to which the Due date Date of
Dues in ` Lakhs amount relates payment
The Jharkhand tax on Profession tax 0.17 April 2019-June 2019 July 15, 2019 May 29, 2020
Professions, Trades, Callings
and Employment Act, 2011
(c) According to the records of the Company, the dues of income tax, sales tax, service tax, duty of custom, duty of excise,
value added tax and cess on account of any dispute, are as follows :
Name of Statute Nature of Amount disputed Forum where dispute is Period to which the
Dues in ` Lakhs pending amount relates
(net of payments)
Income Tax Act, 1961 Income Tax 2,77.10 ITAT A.Y. 2006-07 and
A.Y. 2011-12
Income Tax Act, 1961 Income Tax 33,38.71 CIT(A) A.Y. 2004-05,
A.Y. 2016-17 and
A.Y. 2017-18
Central Excise Act, 1944 Excise Duty 3.20 Commissioner (Appeals) 1991-1992
3.56 Commissioner 1994 - 1995
2.51 Assistant Commissioner 1994 and 1997 to
2002
26.72 CESTAT 2005 to 2006
Customs Act, 1962 Custom Duty 4.43 Commissioner (Appeals) 1996
75.00 CESTAT 2011 to 2013
The Bombay Sales Tax Sales Tax 39.87 Deputy Commissioner of Sales 1999-2000
Act, 1959 Tax
Uttar Pradesh Value Value Added 1.50 Additional Commissioner 2008-09 and
Added Tax Act, 2008 Tax Appeal Grade- 2, Commercial 2009-10
Tax
The Assam Central Sales Tax 10.23 Commissioner of Commercial 2012-13
Sales Tax Act, 1956 Tax
Kerala General Sales Sales Tax 13.05 Sales Tax Appellate Tribunal, 2002-03
Tax Act, 1963 Additional Bench
Goa Value Added Tax Value Added 2.07 Additional Commissioner of 2006-07
Act, 2005 Tax Commercial Taxes, Panaji, Goa
Central Sales Tax, 1956 Sales Tax 6,33.91 Additional Commissioner of 2006-07 and
(Goa) Commercial Taxes, Panaji, Goa 2007-08
16.67 Assistant Commissioner of 2009-10
Commercial Taxes, Panaji, Goa
Central Sales Tax Act, Sales Tax 5.33 The Joint Commissioner of 2015-16 and
1956 (Gujarat) Taxes, Gujarat 2016-17
The West Bengal - Value Added 33.77 Additional Commissioner of 2016-17
Value Added Tax Rules, Tax Sales Tax, West Bengal
2005
The Central Sales Tax Sales Tax 2.70 Additional Commissioner of 2016-17
(West Bengal) Rules, Sales Tax, West Bengal
1958
Maharashtra Value Value Added 27,67.18 Deputy Commissioner of Sales 2011-12
Added Tax Act, 2002 Tax Tax (Appeals)
119
INDEPENDENT AUDITOR’S REPORT
(viii) The Company did not have any outstanding loans or borrowing dues in respect of a financial institution or bank or to
government or dues to debenture holders during the year.
(ix) According to the information and explanations given by the management, the Company has not raised any money by way of
initial public offer/further public offer/debt instruments and term loans hence, reporting under clause (ix) is not applicable
to the Company and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements
and according to the information and explanations given by the management, we report that no fraud by the Company or no
material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid/
provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the
Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable
to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in
compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the
notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the Balance Sheet, the
Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company
and, not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash
transactions with directors or persons connected with him as referred to in Section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India
Act, 1934 are not applicable to the Company.
121
BALANCE SHEET
BALANCE SHEET
AS AT MARCH 31, 2020
(All amounts in ` Lakhs, unless otherwise stated)
Notes As at March 31, 2020 As at March 31, 2019
ASSETS
Non-current Assets
Property, plant and equipment 3 100,21.57 103,10.89
Capital work-in-progress 3 1,64.21 73.14
Intangible assets 4 89.87 1,85.08
Right-of-use assets 41 168,71.31 -
Financial assets
Loans 5 16,78.21 16,10.70
Other financial assets 6 36,26.30 36,65.80
Deferred tax assets (net) 18 14,44.21 13,07.39
Other non-current assets 7 3,25.19 8,39.71
Total Non-current Assets 342,20.87 179,92.71
Current Assets
Inventories 8 527,16.51 606,78.83
Financial assets
Trade receivables 9 317,91.49 276,11.43
Cash and cash equivalents 10 145,13.79 137,00.61
Bank balances other than cash and cash equivalents 11 2052,23.67 1547,27.71
Loans 12 6,14.13 7,30.24
Other financial assets 13 72,37.56 73,34.39
Current tax assets (net) 26,87.31 6,97.10
Other current assets 14 56,79.53 106,18.14
Total Current Assets 3204,63.99 2760,98.45
TOTAL ASSETS 3546,84.86 2940,91.16
EQUITY AND LIABILITIES
Equity
Equity share capital 15 21,24.93 21,24.93
Other equity 16 2410,45.80 1987,33.59
Total Equity 2431,70.73 2008,58.52
Non-current Liabilities
Financial liabilities
Lease liabilities 41 139,20.32 -
Provisions 17 84,83.75 75,43.30
Total Non-current Liabilities 224,04.07 75,43.30
Current Liabilities
Financial liabilities
Lease liabilities 41 35,68.45 -
Trade payables 19
Due to micro and small enterprises 18,32.15 12,06.78
Due to others 639,45.03 651,44.79
Other financial liabilities 20 50,76.93 51,98.49
Other current liabilities 21 31,78.43 37,43.16
Provisions 22 107,44.94 95,33.36
Current tax liabilities (net) 7,64.13 8,62.76
Total Current Liabilities 891,10.06 856,89.34
TOTAL EQUITY AND LIABILITIES 3546,84.86 2940,91.16
Significant accounting policies 2
The accompanying notes are an integral part of the financial statements.
For and on behalf of the Board of Directors
As per our report of even date
For S R B C & CO LLP SUDARSHAN JAIN AMBATI VENU
Chartered Accountants Director Director
ICAI Firm Registration No. 324982E/E300003 DIN : 00927487 DIN : 07614849
per RAVI BANSAL RAJIV SONALKER KRUPA ANANDPARA
Partner CFO and Whole-time Director Company Secretary
Membership No. 49365 DIN : 07900178 Membership No. ACS 16536
Place : Mumbai Place : Mumbai
Date : June 8, 2020 Date : June 8, 2020
INCOME
Revenue from operations 24 4093,14.41 3678,60.30
Other income 25 114,38.58 113,28.60
TOTAL INCOME 4207,52.99 3791,88.90
EXPENSES
Cost of materials consumed 26 451,75.97 40,640.20
Purchases of stock-in-trade 27 1802,64.23 168,437.85
Changes in inventories of finished goods, stock-in-trade and work-in-progress 28 61,24.98 (2,18.48)
Employee benefits expense 29 476,10.69 435,58.24
Finance costs 30 8,53.23 2,24.84
Depreciation and amortisation expense 31 59,60.91 16,92.13
Other expenses 32 544,93.83 549,68.71
TOTAL EXPENSES 3404,83.84 3093,03.49
PROFIT BEFORE TAX 802,69.15 698,85.41
TAX EXPENSES
Current tax expense 18 208,03.56 248,45.92
Tax adjustment for earlier years 18 24.65 (2,58.43)
Deferred tax - charge/(credit) 18 1,47.68 2,64.74
TOTAL TAX EXPENSES 209,75.89 248,52.23
PROFIT FOR THE YEAR 592,93.26 450,33.18
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss :
Remeasurement gains/(losses) of defined benefit plan 33 (5,40.62) (3,20.99)
Income tax on above 18 45.27 1,12.17
Total Other Comprehensive Income, net of tax (4,95.35) (2,08.82)
Total Comprehensive Income for the year, net of tax 587,97.91 448,24.36
EARNINGS PER EQUITY SHARE 34
123
STATEMENT OF CHANGES IN EQUITY
125
STATEMENT OF CASH FLOWS
1. Cash Flow Statement has been prepared under the Indirect Method, as set out in Ind AS 7 ‘Statement of Cash Flows’,
whereby profit for the year is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals
of past or future operating cash receipts or payments and item of income or expenses associated with investing
or financing cash flows. The cash flows from operating, investing and financing activities of the Company are
segregated.
2. As per Ind AS 7 - Statement of Cash Flow requires the entities to provide disclosures that enable users of financial statements
to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-
cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance Sheet for
liabilities arising from financing activities, to meet the disclosure requirement. There is no item for which any disclosure
is required to be made.
127
NOTES TO THE FINANCIAL STATEMENTS
items at rates different from those at which value hierarchy, described as follows, based
they were translated on initial recognition on the lowest level input that is significant to
during the period or in previous period are the fair value measurement as a whole :
recognised in the Statement on Profit and
loss in the period. yy Level 1 — Quoted (unadjusted) prices
in active markets for identical assets
Non-monetary assets and liabilities or liabilities.
denominated in a foreign currency and
measured at historical cost are translated at yy Level 2 (if level 1 feed is not available/
the exchange rate prevalent at the date of the appropriate) — Valuation techniques
for which the lowest level input that is
initial transaction.
significant to the fair value measurement is
c) Fair value measurement directly or indirectly observable.
The Company measures financial instruments yy Level 3 (if level 1 and 2 feed is not available/
such as derivatives at fair value at each Balance appropriate) — Valuation techniques
Sheet date. Fair value is the price that would be for which the lowest level input that is
received on sale of an asset or paid to transfer significant to the fair value measurement
a liability in an orderly transaction between is unobservable.
market participants at the measurement date.
The fair value measurement is based on the For financial assets and liabilities maturing
presumption that the transaction to sell the within one year from the Balance Sheet date
and which are not carried at fair value, the
asset or transfer the liability takes place either :
carrying amount approximates fair value due
yy In the principal market for the asset to the short maturity of these instruments.
or liability, or
The Company recognises transfers
yy In the absence of a principal market, in between levels of fair value hierarchy at
the most advantageous market for the the end of reporting period during which
asset or liability change has occurred.
losses arising from derecognition of tangible The cost of assets not put to use before
Property, plant and equipment are measured such date are disclosed under ‘Capital
as the difference between the net disposal work-in-progress’.
proceeds and the carrying amount of the
asset and are recognised in the Statement of e) Intangible assets
Profit and Loss.
Intangible assets that are acquired by the
Depreciation of these assets commences Company and that have finite useful lives
when the assets are ready for their intended are measured at cost less accumulated
use. Depreciation is recognised on the cost of amortisation and accumulated impairment
assets (other than Capital work-in-progress) losses, if any. Cost of an intangible asset
less their residual values on straight-line comprises of purchase price and attributable
method over their useful lives as indicated in expenditure on making the asset ready for its
Part C of Schedule II of the Companies Act, intended use. Subsequent expenditures are
2013 and based on technical parameters/ capitalised only when they increase the future
assessments. The management believes that economic benefits embodied in the specific
useful lives currently used fairly reflect its
asset to which they relate.
estimate of the useful lives and residual values
of property, plant and equipment, though Amortisation is recognised on a straight-
these lives in certain cases are different from line basis over the estimated useful lives
lives prescribed under Schedule II. of intangible assets. Intangible assets that
Leasehold improvements are depreciated over are not available for use are amortised
period of the lease agreement or the useful from the date they are available for use.
life, whichever is shorter. Intangible assets are carried at cost, net of
accumulated amortisation and impairment
The estimated useful lives are as follows : losses, if any.
129
NOTES TO THE FINANCIAL STATEMENTS
131
NOTES TO THE FINANCIAL STATEMENTS
use assets includes the amount of lease a change in an index or rate used to
liabilities recognised, initial direct costs determine such lease payments) or a
incurred, and lease payments made at or change in the assessment of an option
before the commencement date less any to purchase the underlying asset.
lease incentives received. Right-of-use The Company’s lease liabilities are
assets are depreciated on a straight-line included in Financial Liabilities
basis over the shorter of the lease term (Refer Note 41).
and the estimated useful lives of the
assets, as follows : iii)
Short-term leases
Net realisable value is the estimated selling yy a present obligation that arises from past
price in the ordinary course of business, less events but is not recognised because :
estimated costs of completion and estimated
costs necessary to make the sale. However, −− it is not probable that an outflow
materials and other items held for use in the of resources embodying economic
production of inventories are not written benefits will be required to settle
down below cost if the finished products in the obligation; or
which they will be used are expected to be
−− the amount of the obligation cannot be
sold at or above cost.
measured with sufficient reliability.
j) Cash and cash equivalents
l) Revenue
Cash and cash equivalents in the Balance Revenue from contracts with customers
Sheet comprise cash at banks and on hand
and short-term deposits with a maturity
Revenue from contracts with customers is
of three months or less, which are subject recognised when control of the goods or
to an insignificant risk of changes in value. services are transferred to the customer at
For the purpose of the Statement of Cash an amount that reflects the consideration to
Flows, cash and cash equivalents consist which the Company expects to be entitled
of cash and short-term deposits, as defined in exchange for those goods or services. The
above, net of outstanding bank overdrafts, if Company has concluded that it is the principal
any, as they are considered an integral part of in all of its revenue arrangements since it
the Company’s cash management. is the primary obligor in all the revenue
arrangements as it has pricing latitude and is
k) Provisions and contingencies also exposed to inventory risks.
Provisions Goods and Services Tax (GST) is not received
A provision is recognised if, as a result of a by the Company on its own account. Rather,
past event, the Company has a present legal it is tax collected on value added to
or constructive obligation that is reasonably the commodity by the seller on behalf
estimable, and it is probable that an outflow of of the government. Accordingly, it is
resources embodying economic benefits will excluded from revenue.
be required to settle the obligation. Provisions Sale of products
are determined by discounting the expected
future cash flows at a pre-tax rate that reflects Revenue from sale of products (including sale
current market assessments of the time value of products under co-marketing agreement) is
of money and the risks specific to the liability. recognised at the point in time when control
of the asset is transferred to the customer,
Provision for sales return and date expiry generally on delivery of the products.
Invoices are payable within contractually
The Company as per trade practice accepts agreed credit period.
returns from market which are primarily in
the nature of expired or near expiry products. The Company considers whether there
Provisions for such returns are estimated are other promises in the contract that are
on the basis of historical experience, market separate performance obligations to which
conditions and specific contractual terms and a portion of the transaction price needs to
are provided for. be allocated. In determining the transaction
price for the sale of products, the
Contingencies
Company considers the effects of variable
A contingent liability is : consideration (if any).
yy a possible obligation that arises from Revenue from sale of products is stated
past events and whose existence will be exclusive of Goods and Services Tax
confirmed only by the occurrence or non- (GST). Revenues are net of sales returns,
occurrence of one or more uncertain future discounts, provision for anticipated returns
events not wholly within the control of on expiry, made on the basis of management
the Company; or expectations.
133
NOTES TO THE FINANCIAL STATEMENTS
135
NOTES TO THE FINANCIAL STATEMENTS
137
NOTES TO THE FINANCIAL STATEMENTS
Accumulated depreciation
As at April 1, 2018 1.50 19.82 2,44.41 23,76.51 2,37.66 10,00.06 53.35 39,33.31
Depreciation charge for the year 0.50 12.89 1,83.88 9,56.85 42.12 3,82.46 1.32 15,80.02
Other adjustments (Refer Note (d) below) - - 1,81.31 - - - - 1,81.31
Disposals - (9.78) (0.06) (1,14.73) (11.94) (30.36) (37.67) (2,04.54)
As at March 31, 2019 2.00 22.93 6,09.54 32,18.63 2,67.84 13,52.16 17.00 54,90.10
Depreciation charge for the year 0.50 8.21 1,58.47 9,40.14 38.20 4,64.50 - 16,10.02
Disposals - - (0.27) (96.08) (16.68) (41.27) - (1,54.30)
As at March 31, 2020 2.50 31.14 7,67.74 40,62.69 2,89.36 17,75.39 17.00 69,45.82
Accumulated amortisation
As at April 1, 2018 3,41.92 11.85 3,53.77
Amortisation for the year 94.74 17.37 1,12.11
Disposals (0.43) - (0.43)
As at March 31, 2019 4,36.23 29.22 4,65.45
Amortisation for the year 77.79 17.42 95.21
Disposals (5.08) - (5.08)
As at March 31, 2020 5,08.94 46.64 5,55.58
139
NOTES TO THE FINANCIAL STATEMENTS
9. TRADE RECEIVABLES
As at March 31, 2020 As at March 31, 2019
There are no trade or other receivables which are due from directors or other officers of the Company either severally or
jointly with any other person. Also, there are no trade or other receivables which are due from firms or private companies,
in which any director is a partner, a director or a member.
For terms and conditions relating to related party receivables, refer Note 40.
For information on financial risk management objectives and policies, refer Note 44.
Margin deposit and deposit against guarantees and tenders 2,15.38 1,70.02
Earmarked bank balance towards dividend # 3,40.71 3,50.09
Term deposits with original maturity of more than three months but less than
twelve months @ 2046,67.58 1542,07.60
2052,23.67 1547,27.71
#
These balances are available for use only towards settlement of corresponding unpaid dividend liabilities.
@
Represents time deposits at fixed rates maintained with various banks by the Company.
12. CURRENT FINANCIAL ASSETS - LOANS (UNSECURED, CONSIDERED GOOD)
As at March 31, 2020 As at March 31, 2019
Deposits with body corporates and others :
For Premises 6,14.13 7,30.24
6,14.13 7,30.24
141
NOTES TO THE FINANCIAL STATEMENTS
In the event of liquidation of the Company, the shareholders of equity shares will be entitled to receive remaining assets of
the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.
143
NOTES TO THE FINANCIAL STATEMENTS
145
NOTES TO THE FINANCIAL STATEMENTS
147
NOTES TO THE FINANCIAL STATEMENTS
149
NOTES TO THE FINANCIAL STATEMENTS
151
NOTES TO THE FINANCIAL STATEMENTS
Yet to be
Amount spent during the year ending on March 31, 2020 : In cash paid in cash Total
i) Construction/ acquisition of any asset - - -
ii) Others
On various programmes to expand awareness and
access to healthcare 3,24.22 1,17.28 4,41.50
On SEWA (Self Employed Women’s Association) 3,39.64 11.80 3,51.44
On Malaria No More 3,44.27 - 3,44.27
Administrative expenses related to CSR activities 27.15 - 27.15
10,35.28 1,29.08 11,64.36
Yet to be
Amount spent during the year ending on March 31, 2019 : In cash paid in cash Total
i) Construction/ acquisition of any asset - - -
ii) Others
On various programmes to expand awareness and
access to healthcare 4,45.89 2,96.01 7,41.90
On SEWA (Self Employed Women’s Association) 3,32.10 - 3,32.10
On Malaria No More 18.69 - 18.69
Administrative expenses related to CSR activities 35.77 - 35.77
8,32.45 2,96.01 11,28.46
153
NOTES TO THE FINANCIAL STATEMENTS
155
NOTES TO THE FINANCIAL STATEMENTS
As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
III) Net (asset)/liability recognised in the
Balance Sheet
Present value of defined benefit obligation at
the end of the year 73,58.27 63,60.00 3,28.20 2,67.04
Fair value of plan assets at the end of the year
(unquoted insurer managed funds) (64,79.18) (56,50.25) - -
Amount recognised in the Balance Sheet/
Net funded obligation 8,79.09 7,09.75 3,28.20 2,67.04
Net liability - current (Refer Note 22) 8,79.09 7,09.75 28.39 23.03
Net liability - non-current (Refer Note 17) - - 2,99.81 2,44.01
As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
157
NOTES TO THE FINANCIAL STATEMENTS
The average duration of the defined benefit plan obligation at the end of the reporting period for Gratuity is 7.14 years
(March 31, 2019 : 6.76 years) and for PRMB is 7.55 years (March 31, 2019 : 7.58 years).
Notes :
(i) The actuarial valuation of plan assets and the present value of the defined benefit obligation were carried out as at March
31, 2020. The present value of the defined benefit obligation and the related current service cost and past service cost, were
measured using the Projected Unit Credit Method.
(ii) Discount rate is based on the prevailing market yields of Indian Government securities as at the Balance Sheet date for the
estimated term of the obligations.
(iii) The salary escalation rate is arrived after taking into consideration the seniority, the promotion and other relevant factors,
such as, demand and supply in employment market.
The maximum that an employee can contribute to the plan is USD 12,500 per purchase cycle or USD 25,000 per
calendar year. At the end of the cycle, accumulated payroll deductions are used to purchase shares at a discounted
price. The purchase price of the share is 85% of the lesser of fair market value either on the first or last day of the
During the year ended March 31, 2020, 16,151 shares (March 31, 2019 : 15,088 shares) were purchased by employees
at weighted average fair value of US $ 67.16 (March 31, 2019 : US $ 53.98) per share.
b) Employees Restricted Stock Options Plan (Stocks of Abbott Laboratories, USA, being Ultimate Holding Company)
Abbott Laboratories, USA as part of the ‘Long-term Incentive Program’ has offered Restricted Stock Units (RSUs)
to specified employees of its subsidiaries, whereby the employees covered by the plan are granted units. The units
when vested, become shares of Abbott Laboratories, USA at a NIL Cost. The shares of Abbott Laboratories, USA are
listed with the New York Stock Exchange, USA. The grants issued are vested in one third instalments over a three
year period. Pursuant to Ind AS 102 ‘Share-based Payment’, the fair value of the RSUs have been recorded by the
Company. The fair value of the RSUs is estimated at the grant date using Black Scholes Option Pricing Model, taking
into account the terms and conditions upon which such RSUs were granted.
For the year ended March 31, 2020 For the year ended March 31, 2019
Number of Weighted Number of Weighted
options Average options Average
Exercise Price Exercise Price
US $ US $
Outstanding at the beginning of the year 45,396 NA 57,127 NA
Add : Granted during the year 16,685 NA 19,957 NA
Add : Transfers in during the year 1,686 NA 355 NA
Less : Exercised during the year (22,812) NA (23,521) NA
Less : Cancelled/Expired during the year (2,040) NA (7,228) NA
Less : Transfers out during the year (6,042) NA (1,294) NA
Outstanding at the end of the year 32,873 NA 45,396 NA
The weighted average share price at the date of exercise for stock options exercised during the year was US $ 88.64
(March 31, 2019 : US $ 74.92).
The following tables list the inputs to the models used for the Restricted Stock Option plan for the years ended
March 31, 2020 and March 31, 2019, respectively :
As at As at
March 31, 2020 March 31, 2019
Dividend yield (%) 0% 0%
Expected volatility (%) 19.30% 20.11%
Risk–free interest rate (%) 1.33% 2.46%
Expected life of Restricted Stock Units (years) 3 years 3 years
Weighted average share price (`) ` 6,235.19 ` 5,368.06
Model used Black Scholes Black Scholes
The expected life of the RSUs is based on historical data and current expectations and is not necessarily indicative of
exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a
period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
During the year, ` 5,32.31 Lakhs (March 31, 2019 : ` 4,32.79 Lakhs) withholding taxes has been deposited with tax
authorities against exercised options.
159
NOTES TO THE FINANCIAL STATEMENTS
As at As at
March 31, 2020 March 31, 2019
b. Contingent liabilities
In February 1996, the Government had made a tentative claim for a sum of ` 11,11.66 Lakhs to be paid into the
Drugs Prices Equalisation Account (DPEA) on account of unintended benefit allegedly enjoyed by the Company
during the period May 1, 1981 to August 25, 1987. This was contested by the Company and subsequently during
the year ended November 30, 2005, a final demand was received for ` 3,46.64 Lakhs (including interest of
` 1,90.39 Lakhs upto March 31, 2004). The Company, being aggrieved of the said demand and based on legal
advice obtained in this regard, contested the above final demand of ` 3,46.64 Lakhs and filed a writ petition
before the Bombay High Court to restrain the government from recovering the said amount. The Bombay High
Court has admitted the writ petition and granted stay of the recovery of the amount subject to the Company
furnishing a bank guarantee in respect of the principal amount of ` 1,56.25 Lakhs. The said bank guarantee
has been furnished. The Company however, out of abundant caution and based on its understanding of the
facts and circumstances of the case provided for a sum of ` 1,19.58 Lakhs (March 31, 2019 : ` 1,15.68 Lakhs)
including interest liability till date.
As at As at
March 31, 2020 March 31, 2019
It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending
resolution of the respective proceedings as it is determinable only on receipt of judgements/decisions pending with
various forums/authorities.
(iv) There are various interpretative issues relating to the Supreme Court (SC) judgement dated February 28,
2019 on Provident Fund especially retrospective application (before March 1, 2019). As per the Supreme
Court judgement, effective March 1, 2019 on a prospective basis, the Company has made payments in
accordance with the definition of contributory wages for Provident Fund (PF) for all eligible employees
and is in compliance of the judgment. Since the amount pertaining to retrospective application (before
March 1, 2019), if any, of Supreme Court Order is not ascertainable, the Company will update its provision
for the past period on receiving further clarity on the subject.
Operating segments are defined as components of an enterprise for which discrete financial information is available
that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing
performance. The Company’s chief operating decision maker is the Managing Director and the Company has only one
reportable business segment i.e. ‘Pharmaceuticals’
161
NOTES TO THE FINANCIAL STATEMENTS
163
NOTES TO THE FINANCIAL STATEMENTS
D) Outstanding :
As at As at
March 31, 2020 March 31, 2019
Trade payable to fellow subsidiaries (Refer Note 19)
Abbott Products Operations AG., Switzerland 86,30.69 109,66.44
Abbott Healthcare Private Ltd., India 14,69.88 18,05.45
Alere Medical Private Limited, India - 3.88
Abbott Laboratories (Singapore) Pte Ltd., Singapore 2.74 -
101,03.31 127,75.77
Lease Liabilities to fellow subsidiary (Refer Note 41)
Abbott Healthcare Private Ltd., India 133,17.75 -
133,17.75 -
41. LEASES
The Company adopted Ind AS 116 using the modified retrospective method of adoption, with the date of initial application
on April 1, 2019. The Company elected to use the transition practical expedient to not reassess whether a contract is, or
contains, a lease at April 1, 2019. Instead, the Company applied the standard only to contracts that were previously identified
as leases applying Ind AS 17 and Appendix C of Ind AS 17 at the date of initial application.
165
NOTES TO THE FINANCIAL STATEMENTS
Furniture
Buildings Vehicles and Total
Fixtures
Balance as at April 1, 2019 59,56.55 2,37.14 2,57.41 64,51.10
Additions 132,77.56 91.08 13,33.02 147,01.66
Deletions (19.24) (6.53) - (25.77)
Depreciation (38,50.80) (1,28.84) (2,76.04) (42,55.68)
Balance as at March 31, 2020 * 153,64.07 1,92.85 13,14.39 168,71.31
*
Includes ` 38.59 Lakhs (Balance as at April 1, 2019 includes ` 1,65.24 Lakhs) towards deferred lease assets. Out of
this deferred lease assets, ` 19.81 Lakhs (Balance as at April 1, 2019 includes ` 1,38.68 Lakhs) is towards deposit given
to a related party (Refer Note 40 (D)).
C) Lease liabilities :
Set out below are the carrying amounts of lease liabilities and the movements during the period :
As at April 1, 2019
Balance as at April 1, 2019 72,36.38
Additions 146,97.32
Accretion of interest 5,89.92
Termination (29.95)
Payments (50,04.90)
Balance as at March 31, 2020 * 174,88.77
Current 35,68.45
Non-current 139,20.32
*
Includes ` 133,17.75 Lakhs pertaining to lease liabilities towards related party (Refer Note 40 (D)).
The maturity analysis of lease liabilities are disclosed in Note 44.
D) Impact on Profit or Loss :
For the year ended
March 31, 2020
Amortisation of Right-of-use assets (Refer Note 31) 41,24.69
Deferred lease expense on security deposits (Refer Note 31) 1,30.99
Finance costs (Refer Note 30) 5,89.92
Expense relating to short-term leases (Refer Note 32) 17.61
Gain on early termination of leases (Refer Note 25) (4.18)
Total amount recognised in profit or loss 48,59.03
E) Company as lessor :
The Company has recognised rent income from leasing of a property amounting to ` 1,14.52 Lakhs
(March 31, 2019 : ` 1,14.53 Lakhs) in the Statement of Profit and Loss under ‘Other Income’ (Refer Note 25). The lease
agreement is of cancellable nature.
Future minimum rentals receivable under non-cancellable operating leases are as follows :
As at As at
March 31, 2020 March 31, 2019
Within one year 85.89 1,14.52
After one year but not more than five years - 85.89
More than five year - -
85.89 2,00.41
167
NOTES TO THE FINANCIAL STATEMENTS
B. Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial assets/
liabilities, other than those with the carrying amounts that are reasonable approximations of fair values :
169
NOTES TO THE FINANCIAL STATEMENTS
Quoted
Particulars prices Significant Significant
in active observable unobservable
As at As at markets inputs inputs
March 31, 2019 March 31, 2019 Level 1 Level 2 Level 3
The following methods and assumptions were used to estimate the fair values :
Fair value of cash and bank balances, short-term loans, trade and other short-term receivables, trade payables, other
financial current liabilities approximate their carrying amounts largely due to the short-term maturities of these
instruments. Methods and assumptions used to estimate the fair values are consistent with those used for the year
ended March 31,2020.
During the reporting period ending March 31, 2020 and March 31, 2019, there were no transfers between Level 1 and
Level 2 fair value measurements.
The Company uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique :
Level 1 : Quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable,
either directly or indirectly
Level 3 : Techniques which use inputs that have a significant effect on the recorded fair value that are not based on
observable market data
The fair values of the foreign exchange forward contract has been determined using valuation techniques with
adequate observable inputs. This model incorporate various inputs including the credit quality of counter parties and
foreign exchange forward rates.
A one percentage point change in the unobservable inputs used in fair valuation of level 3 assets or liabilities does not
have significant impact in its value.
a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risks namely interest rate risk, currency risk and other
price risk, such as commodity risk. The Company is not exposed to other price risk whereas the exposure to currency
risk and interest risk is given below :
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest
rates relates primarily to the Company’s deposit accounts with banks.
Carrying Amount
As at As at
Particulars March 31, 2020 March 31, 2019
Fixed rate instruments
Financial assets 2168,67.58 1572,07.61
171
NOTES TO THE FINANCIAL STATEMENTS
The Company’s investments are primarily in fixed rate interest bearing investments. Hence, the Company is not
significantly exposed to interest rate risk.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates and arises where transactions are done in foreign currency. It arises mainly
where receivables and payables exist due to transactions entered in foreign currencies.
The Company evaluates exchange rate exposure arising from foreign currency transactions and follows
established risk management policies including use of derivatives like foreign exchange forward contracts to
hedge foreign currency risk. The Company does not enter into financial instrument transactions for trading or
speculative purposes. Unhedged exposure at any point of time during the year is not material.
The Company’s exposure to foreign currency risk is as follows :
b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. Concentration of credit risk arises when counter parties are engaged in similar
business activities or have similar economic features that would cause the ability to meet contractual obligations
to be similarly affected by changes in economical, political or other conditions. Concentration of credit risk
indicate the relative sensitivity of the Company’s performance to developments affecting a particular industry.
The management believes that no further provision is necessary in respect of trade receivables based on
historical trends of these customers. Further, the Company’s exposure to customers is diversified and no single
customer has significant contribution to trade receivables balances.
The credit risk on liquid funds such as balances with banks in current and deposit accounts is limited because
the counter parties are banks with reasonably high credit ratings.
Financial assets other than trade receivables and bank balances are not exposed to any material credit risk.
173
NOTES TO THE FINANCIAL STATEMENTS
c) Liquidity risk
Liquidity risk is the risk that company will not be able to meet its financial obligations as they fall due. Liquidity
risk arises because of the possibility that the Company could be required to pay its liabilities earlier than expected
or encounters difficulty in raising funds to meet commitments associated with financial liabilities as they fall due.
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due. The Company manages liquidity risk by maintaining sufficient cash and
bank balance and availability of funding through adequate amount of committed credit facilities.
The details of the contractual maturities of significant liabilities as at March 31, 2020 are as follows :
Carrying Less than More than
Particulars 1-3 years 3-5 years Total
Amount 1 year 5 years
The details of the contractual maturities of significant liabilities as at March 31, 2019 are as follows :
Carrying Less than More than
Particulars 1-3 years 3-5 years Total
Amount 1 year 5 years
There has been no significant adverse impact on business operations. The Company has adequate liquidity to service its
obligations to its vendors and employees, as well as for payment of statutory dues.
The Management has exercised due care, made reasonable judgements and estimates, inter alia, in determining carrying
amounts of trade receivables, property, plant & equipment, inventories and other financial assets based on the information
available to date, while preparing the financial results as of and for the year ended March 31, 2020.
In view of the uncertainties regarding the extent and duration of the current COVID-19 situation, we are unable to
predict the future impact on the business operations. The Company will continue to closely monitor the situation and take
appropriate measures in an attempt to mitigate adverse impact.
47.
The Company has bank overdraft arrangement secured by hypothecation of all stocks and book debts, against which
there are no borrowings.
48. Previous year’s figures have been regrouped/reclassified to conform to the current year’s classification.
175
NOTICE
NOTICE
Notice is hereby given that the Seventy-sixth Annual General RESOLVED That pursuant to the provisions of
Meeting of Abbott India Limited will be held through Video- Section 148 and all other applicable provisions, if any,
Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) of the Companies Act, 2013 and the Rules framed
on Monday, September 7, 2020 at 9.00 a.m. to transact the thereunder (including any statutory modification(s)
following business : or re-enactment(s) thereof for the time being in force),
remuneration of ` 7.50 Lakhs plus taxes as applicable and
ORDINARY BUSINESS :
reimbursement of reasonable out-of-pocket expenses, as
1. To receive, consider and adopt the Audited Financial approved by the Audit Committee and Board of Directors
Statements of the Company for the financial year ended of the Company, payable to M/s Kishore Bhatia &
March 31, 2020 together with the Reports of Directors Associates, Cost Accountants (Registration No. 00294),
and Auditors thereon. for conducting the Cost Audit of the Company for the
2. To declare a final dividend of ` 107/- and special dividend financial year 2020-21, be and is hereby ratified.
of ` 143/- per Equity Share for the financial year ended 6. Appointment of Ms Shalini Kamath (DIN : 06993314)
March 31, 2020.
as an Independent Director
3. To appoint a Director in place of Mr Kaiyomarz Marfatia
To consider and if thought fit, to pass with or without
(DIN : 03449627), who retires by rotation and being
modification(s), the following resolution as an Ordinary
eligible, offers himself for re-appointment.
Resolution :
4. To appoint a Director in place of Mr Munir Shaikh
RESOLVED That pursuant to the provisions of
(DIN : 00096273), who has attained the age of
Sections 149, 150, 152 and all other applicable provisions,
seventy-five years and, who retires by rotation and
if any, read with Schedule IV of the Companies Act, 2013
being eligible, offers himself for re-appointment.
and the Rules framed thereunder (including any statutory
To consider and if thought fit, to pass with or without modification(s) or re-enactment(s) thereof for the time
modification(s), the following resolution as a Special being in force) (“the Act”) and applicable provisions of
Resolution : the Securities and Exchange Board of India (Listing
RESOLVED That pursuant to the provisions of Obligations and Disclosure Requirements) Regulations,
Section 152 and all other applicable provisions, if any, 2015, as amended from time to time, Ms Shalini Kamath
of the Companies Act, 2013 and Rules framed (DIN : 06993314), who was appointed as Additional
thereunder (including any statutory modification(s) or Director by the Board of Directors effective October 29,
re-enactment(s) thereof for the time being in force) and 2019, in terms of the provisions of Section 161 of the Act,
the Securities and Exchange Board of India (Listing read with Article 113 of the Articles of Association of
Obligations and Disclosure Requirements) Regulations, the Company, to hold office upto the date of this Annual
2015, as amended from time to time, consent of the General Meeting and in respect of whom the Company
Company be and is hereby accorded to the re-appointment has received a notice in writing in terms of Section 160 of
of Mr Munir Shaikh (DIN : 00096273), who has attained the Act, from a Member proposing her candidature for the
the age of seventy-five years and who retires by rotation office of Director and who has submitted the declaration
at this Annual General Meeting and being eligible for that she meets the requisite criteria of independence,
re-appointment, as Director of the Company, liable to be and is hereby appointed as an Independent Director
retire by rotation. of the Company, not liable to retire by rotation, to
SPECIAL BUSINESS : hold office for a term of 3 (three) years effective
October 29, 2019.
5. Ratification of remuneration payable to M/s Kishore
Bhatia & Associates, Cost Auditors, for the financial 7. Appointment of Mr Ambati Venu (DIN : 07614849)
year 2020-21 as Director, liable to retire by rotation
To consider and if thought fit, to pass with or without To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary modification(s), the following resolution as an Ordinary
Resolution : Resolution :
RESOLVED That Mr Ambati Venu (DIN : 07614849), approval of the Central Government and such other
who was appointed as Additional Director of approvals, as may be necessary, consent of the Company
the Company by the Board of Directors effective be and is hereby accorded to the appointment of
March 1, 2020, in terms of the provisions of Section Mr Anil Joseph (DIN : 08753233) as the Managing
161 of the Companies Act, 2013 and Rules framed Director, not liable to retire by rotation, for a period of 5
thereunder (including any statutory modification(s) or (five) years with effect from July 1, 2020, on such terms
re-enactment(s) thereof for the time being in force) (“the and conditions including remuneration as set out in
Act”), read with Article 113 of the Articles of Association the Explanatory Statement annexed to the Notice, with
of the Company, to hold office upto the date of this Annual liberty to the Board of Directors (hereinafter referred to
General Meeting and in respect of whom the Company as “the Board” which term shall include the Nomination
has received a notice in writing in terms of Section 160 and Remuneration Committee of the Board) to alter and
of the Act, from a Member proposing his candidature vary the terms and conditions of the said appointment
for the office of Director, be and is hereby appointed as a and/or remuneration as it may deem fit.
Director of the Company, liable to retire by rotation.
RESOLVED Further That the Board be and is hereby
8. Appointment of Mr Anil Joseph (DIN : 08753233) authorized to do all acts and take all such steps as may
as Director be necessary, proper or expedient to give effect to this
To consider and if thought fit, to pass with or without resolution.
modification(s), the following resolution as an Ordinary 10. Approval of transactions/contracts/arrangements
Resolution : with Related Party
RESOLVED That Mr Anil Joseph (DIN : 08753233),
To consider and if thought fit, to pass with or without
who was appointed as Additional Director of the
modification(s), the following resolution as an Ordinary
Company by the Board of Directors effective July 1,
Resolution :
2020, in terms of the provisions of Section 161 of the
Companies Act, 2013 and Rules framed thereunder RESOLVED That pursuant to the provisions of
(including any statutory modification(s) or Regulation 23 of the Securities and Exchange Board of
re-enactment(s) thereof for the time being in force) (“the India (Listing Obligations and Disclosure Requirements)
Act”), read with Article 113 of the Articles of Association Regulations, 2015, as amended from time to time, (“the
of the Company, to hold office upto the date of this Annual Listing Regulations”), consent of the Company, be and is
General Meeting and in respect of whom the Company hereby accorded to the Audit Committee/Board of
has received a notice in writing in terms of Section 160 Directors to enter into transactions/contracts/
of the Act from a Member, proposing his candidature for arrangements with Abbott Healthcare Private Limited,
the office of Director, be and is hereby appointed as [a ‘Related Party’ as per the provisions of the Companies
Director of the Company. Act, 2013 (“the Act”) and the Listing Regulations], in the
9. Appointment of Mr Anil Joseph (DIN : 08753233) as ordinary course of its business and on arm’s length basis,
Managing Director for purchase and sale of products; goods; raw materials;
active pharmaceutical ingredients; stock-in-trade,
To consider and if thought fit, to pass with or without availing or rendering of services, reimbursement of
modification(s), the following resolution as an Ordinary expenses, recovery of cost, rent payments, buying/leasing
Resolution : of property, lending or borrowing of monies (as may be
RESOLVED That in accordance with the provisions of permissible under the applicable provisions of the Act) or
Sections 196, 197, 203 and all other applicable provisions, such other transactions on such terms and conditions as
if any, read with Schedule V of the Companies Act, 2013 may be mutually agreed upon between the Company and
and Rules framed thereunder (including any statutory the Related Party for an amount not exceeding ` 800
modification(s) or re-enactment(s) thereof for the time Crore (Rupees Eight Hundred Crores) in each financial
being in force) (“the Act”), read with Article 133 of the year for a period of 5 (five) years upto the financial
Articles of Association of the Company and subject to year 2024-25.
177
NOTICE
RESOLVED Further That the Audit Committee/Board conferred to any committee of Board of Directors or any
of Directors, be and is hereby severally authorised to one or more of the Directors of the Company, for giving
do all such acts, deeds, matters and things and to effect to this Resolution.
finalize the terms and conditions and execute such By Order of the Board
agreements, documents and writings and make such
filings as may be necessary or expedient to give effect to Krupa Anandpara
this Resolution. Mumbai Company Secretary
August 7, 2020 Membership No. : ACS 16536
11. Approval for increase in Foreign Investment limits
into the Company Registered Office :
Abbott India Limited
To consider and if thought fit, to pass with or without
CIN : L24239MH1944PLC007330
modification(s), the following resolution as a Special
3, Corporate Park, Sion-Trombay Road,
Resolution :
Mumbai - 400 071
RESOLVED That subject to the provisions of Foreign Telephone No. : +91-22-6797 8888/+91-22-5046 1000/2000
Exchange Management Act, 1999, Foreign Exchange Fax : +91-22-5016 9400
Management (Non-Debt Instruments) Rules, 2019 and Email : [email protected]
the Consolidated Foreign Direct Investment Policy Website : www.abbott.co.in
Circular of 2017 dated August 28, 2017 issued by the
Department of Industrial Policy and Promotion, Ministry NOTES :
of Commerce and Industry, Government of India and
i. In view of the prevailing situation due to
other applicable rules, guidelines, regulations,
COVID-19 pandemic and pursuant to the Circular
notifications, circulars, provisions, if any, (including any Nos. 14/2020 and 17/2020 dated April 8, 2020 and
amendment(s), or re-enactment(s) or re-notification(s) of April 13, 2020, respectively, followed
each of the above for the time being in force), and subject by Circular No. 20/2020 dated May 5,
to other statutory/regulatory compliances and approvals 2020, issued by the Ministry of Corporate
(including approval from the Central Government Affairs (“MCA Circulars”), the Annual General Meeting
for increase in sectoral cap for foreign investment of the Company (“the Meeting”) shall be held through
and any attendant conditions stipulated thereunder) Video-Conferencing (“VC”) or Other Audio-Visual
as may be necessary, consent of the Company be Means (“OAVM”).
and is hereby accorded for acquiring and holding equity
ii. Pursuant to the provisions of the Companies Act, 2013
shares of the Company, by the Foreign Institutional
(“the Act”), a Member entitled to attend and vote at the
Investors (FIIs)/Foreign Portfolio Investors (FPIs)/Non-
Meeting is entitled to appoint a proxy to attend and vote
Resident Indians (NRIs) under the portfolio scheme up
on his/her behalf and the proxy need not be a Member
to 5% of the total paid up share capital of the Company,
of the Company. Since this Meeting will be held through
provided that the composite cap for total foreign
VC/OAVM, in accordance with the MCA Circulars,
investment from all sources (including investments
physical attendance of Members has been dispensed
received under the Portfolio Investment Scheme, Foreign with. Accordingly, the facility for appointment of
Venture Capital Investors (FVCIs), Foreign Direct proxies by the Members will not be available for the
Investment (FDI) and indirect foreign investment, etc., Meeting and hence the Proxy Form and Attendance Slip
in any combination thereof ) shall not exceed 80% of the are not annexed to this Notice.
total paid up share capital of the Company, on a fully
iii. Corporate Members intending to have their
diluted basis.
representatives attend the Meeting pursuant to
RESOLVED Further That the Board of Directors of Section 113 of the Act, are requested to send to the
the Company, be and is hereby authorised to do all such Company, a certified copy of the relevant Board
acts, matters, deeds and things necessary or desirable in Resolution together with the specimen signature of the
connection with or incidental to give effect to the above representative(s) authorized to attend and vote on their
resolution and to delegate all or any of its powers herein behalf at the Meeting.
iv. A statement pursuant to Section 102(1) of the Act, relating For the Members, whose bank details are not updated/
to the Business to be transacted from Item Nos. 4 to 11 is registered as aforesaid, the Company shall withhold
annexed hereto. the demand drafts and shall dispatch the same once the
lockdown is lifted and postal services are normalized.
v. The additional details of Directors retiring by rotation/
seeking appointment/re-appointment, pursuant to xi. Members holding shares in electronic form are required
Regulation 36(3) of the Securities and Exchange Board to contact their Depository Participants to register/
of India (“SEBI”) (Listing Obligations and Disclosure change their nomination.
Requirements) Regulations, 2015 (“the Listing
Regulations”) and the Secretarial Standards issued by the Members holding shares in physical form are advised
Institute of Company Secretaries of India, are annexed to register nomination in respect of their shareholding
hereto. in the Company. Nomination Form (SH–13) is
available on the website of the Company at
vi. The Register of Beneficial Owners, Register of Members https://www.abbott.co.in/investor-relations.html
and Share Transfer Books of the Company will remain
closed from Tuesday, September 1, 2020 to Monday, xii. Members who have not encashed their dividend
September 7, 2020 (both days inclusive). warrants from the year 2013-14 or thereafter, are
requested to write to the Company/Registrar and
vii. Final dividend of ` 107/- and special dividend of ` 143/- Transfer Agent for issue of new demand drafts. Members
per Equity Share of ` 10/- each, as recommended by are requested to note that the unclaimed dividends
the Board of Directors, if approved by the Members at
will be transferred to the Investor Education and
the Annual General Meeting, will be paid on and from
Protection Fund (IEPF) after the below mentioned
September 14, 2020 to the Members whose names appear
due dates :
on the Register of Members as on September 7, 2020 and
to the Beneficial Owners of the Shares as on August 31, Dividend and Year Dividend per Due Date of
2020, as per the details furnished by the Depositories for Share Transfer to IEPF
this purpose.
56th Dividend 2013-14 23 30/08/2021
viii. The SEBI has mandated submission of Permanent
Account Number (“PAN”) by every participant in 57th Dividend 2014-15 31 27/08/2022
securities market. Accordingly, Members holding shares
58th Dividend 2015-16 35 16/08/2023
in electronic form are requested to submit their PAN
to their respective Depository Participants. Members 59th Dividend 2016-17 40 16/08/2024
holding shares in physical form can submit their PAN to
the Company/Registrar and Share Transfer Agent. 60th Dividend 2017-18 55 16/08/2025
ix. In view of the prevailing lockdown due to COVID-19 61st Dividend 2018-19 65 20/09/2026
pandemic, the Dividend will be paid electronically in
the bank accounts of the Members whose bank details In terms of the IEPF (Uploading of information regarding
are available with the Company/Registrar and Share unpaid and unclaimed amounts lying with companies)
Transfer Agent/Depositories. Rules, 2012, the Company has uploaded the required
information in respect of dividend remaining unpaid/
Members holding shares in electronic form are unclaimed (as on date of the last Annual General Meeting
requested to intimate change, if any, in their held on August 22, 2019) on the Company’s website under
registered address or bank details to their Depository
the Investor Section at https://www.abbott.co.in/investor-
Participants with whom they have Demat accounts.
relations/other-information/unclaimed-dividend.html
The Company or Registrar and Share Transfer Agent
cannot act on any request received directly from such xiii. In terms of requirements of Regulation 39(4) and
Members. Members holding shares in physical form are Schedule VI of the Listing Regulations, shares which
requested to intimate change, if any, in their registered remained unclaimed in the custody of the Company
address or bank details to the Company/Registrar and are required to be transferred to the Suspense Account
Share Transfer Agent. opened by the Company.
179
NOTICE
will be sent through electronic mode to the Members c. Mr Taizoon M. Khumri, Practicing Company
whose email addresses are available with the Company/ Secretary (CP No. 88) (Membership No. FCS
Depositories/Depository Participants. 993) has been appointed as the Scrutinizer to
scrutinize the voting process in a fair and transparent
The aforesaid documents shall also be available on the
manner.
Company’ website https://www.abbott.co.in/investor-
relations/financials.html and on the websites of the d. A person, whose name is recorded in the Register
BSE Limited at www.bseindia.com and NSDL at of Members or in the Register of Beneficial Owners
www.evoting.nsdl.com maintained by the Depositories as on the cut-off
date i.e. August 31, 2020 (“Cut-off date”) only shall
The Members whose email addresses are not
be entitled to avail the facility of remote e-voting
registered with the Company are requested to do so by
or voting at the Meeting, as the case may be, in
following the instructions given under Part E.
proportion to the shares held as on the Cut-off date.
xix. The relevant documents referred to in the accompanying
e. Any person who acquires the shares of the
Notice and Explanatory Statement will be provided
Company and becomes a Member of the
upon request, in electronic mode upto the date of
Company after dispatch of the Notice and
the Meeting. The Members are required to write to
holding shares as on Cut-off date, may obtain the
[email protected] with a subject
User ID and Password by sending a request at
“Inspection of Documents”.
[email protected] However, if he/she is already
xx. Voting through electronic means registered with NSDL for remote e-voting then he/
Pursuant to the provisions of Section 108 and other she can use his/her existing User ID and Password
applicable provisions, if any, of the Act read with the for casting the vote.
Companies (Management and Administration) Rules, f. The facility of voting will be provided at the
2015, Regulation 44 of the Listing Regulations and in Meeting for the Members attending the Meeting
line with the MCA Circulars, the Company is pleased and who have not cast their vote earlier by remote
to provide to its Members the facility to exercise their e-voting.
vote through electronic means i.e. ‘remote e-voting’
g. A Member can participate in the Meeting through
on resolutions proposed to be passed at the Meeting.
VC/OAVM even after exercising his right to vote
In line with the MCA Circulars, Members are required to
through remote e-voting but shall not be allowed to
communicate their assent or dissent through the remote
vote again at the Meeting
e-voting system only.
h. Once the Member has confirmed his voting on the
a. The facility for voting shall be provided at the
resolution, he will not be allowed to modify his vote
Meeting. Members attending the Meeting who have
or cast the vote again.
not cast their vote earlier by remote e-voting shall
be entitled to vote at the Meeting. A Member can i. The Scrutinizer shall, after the conclusion of
participate in the Meeting even after exercising his voting at the Meeting, first count the votes cast
right to vote through remote e-voting but shall not at the Meeting and thereafter unblock the votes
be allowed to vote again at the Meeting. cast through remote e-voting in the presence of at
least two witnesses, not in the employment of the
b. The remote e-voting facility will be available during
Company and shall submit, not later than forty-
the following voting period :
eight hours of the conclusion of the Annual General
Commencement of : From 9 a.m. (IST) on Meeting, a consolidated Scrutinizer’s Report of the
remote e-voting Friday, September 4, 2020 total votes cast in favour or against, if any, to the
Chairman or any other person authorized by him
End of remote : Upto 5 p.m. (IST) on
in writing, who shall countersign the same and
e-voting Sunday, September 6, 2020
declare the result of the voting forthwith.
181
NOTICE
[email protected] mentioning your demat account 3. In case of any queries, you may refer the Frequently
number/folio number, your PAN, your name and Asked Questions (FAQs) for Shareholders and e-voting
your registered address. user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on toll free
Members can also use the OTP (One Time
no. : 1800-222-990 or write to Ms Sarita Mote – Assistant
Password) based login for casting the votes on the
Manager at [email protected]/[email protected]/
e-voting system of NSDL. + 91 22 2499 4890/National Securities Depository Limited,
7. After entering your password, tick on Agree to “Terms Trade World, `A’ Wing, 4th Floor, Kamala Mills Compound,
and Conditions” by selecting on the check box and click Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.
on “Login” button. Part D : Instructions for voting by the Members at
8. Thereafter Home page of e-voting will open. Meeting attended through VC/OAVM :
Part B : Instructions to cast your vote : 1. Only those Members, who will be present in the Meeting
through VC/OAVM facility and have not casted their
1. After successful login at Step 1, you will be able to see the
vote on the Resolutions through remote e-voting and are
Home page of e-voting. Click on e-voting. Then, click on
otherwise not barred from doing so, shall be eligible to
Active Voting Cycles and you will be able to see “EVEN”
vote through e-voting system in the Meeting.
of all the companies in which you are holding shares
and whose voting cycle is in active status. 2. Members who have voted through Remote e-voting will
be eligible to attend the Meeting. However, they will not
2. Select “EVEN” of Abbott India Limited.
be eligible to vote at the Meeting.
3. Cast your vote by selecting appropriate options i.e. assent
or dissent, verify/modify the number of shares for which 3. The Members may connect with Ms Sarita Mote –
you wish to cast your vote and click on “Submit” and also Assistant Manager - NSDL at [email protected] for
“Confirm” when prompted. any grievances/concerns relating to e-voting during the
Meeting.
4. Upon confirmation, the message “Vote cast successfully”
will be displayed. Part E : Instructions for registration of Email address :
5. You can also take the printout of the votes cast by you The Members whose email addresses are not registered with
by clicking on the print option on the confirmation page. the Company are requested to do so by following the process
given below :
6. Once you confirm your vote on the resolution, you will
not be allowed to modify your vote. - In case shares are held in physical mode, please provide
Part C : General Instructions : Folio No., Name of the shareholder, scanned copy of the
share certificate (front and back), PAN (self-attested
1. Institutional Shareholders (i.e. other than individuals, scanned copy), AADHAR (self-attested scanned copy) by
HUF, NRI etc.) are required to send scanned copy (PDF/ email to [email protected]
JPG Format) of the relevant Board Resolution/Authority
letter, etc. with attested specimen signature of the duly - In case shares are held in demat mode, please provide
authorized signatory(ies) who are authorized to vote, to DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
the Scrutinizer by e-mail to [email protected] ID), Name, client master or copy of Consolidated
with a copy marked to [email protected] Account statement, PAN (self-attested scanned
copy), AADHAR (self-attested scanned copy) to
2. It is strongly recommended not to share your password [email protected]
with any other person and take utmost care to keep your
password confidential. Login to the e-voting website - Post successful registration of the email address, the
will be disabled upon five unsuccessful attempts to key Member would get soft copy of the Notice and the
in the correct password. In such an event, you will need procedure for e-voting along with the User ID and
to go through the “Forgot User Details/Password?” or the Password to enable e-voting for this Meeting.
“Physical User Reset Password?” option available on In case of any queries, Member may write to
www.evoting.nsdl.com to reset the password. [email protected]
183
NOTICE
xxi. Instructions for Members for attending the Meeting xxii. Considering the Meeting would be held through VC/
through VC/OAVM : OAVM, the route Map for the venue is not annexed to the
1. Member will be provided with a facility to attend Notice.
the Meeting through VC/OAVM through the STATEMENT PURSUANT TO SECTION 102(1) OF THE
NSDL e-voting system. Members may attend COMPANIES ACT, 2013
the Meeting and view the live webcast at
https://www.evoting.nsdl.com under shareholders/ Item No. 4
members login by using the remote e-voting
Mr Munir Shaikh (DIN : 00096273), Non-Executive Chairman
credentials. The link for VC/OAVM will be available
of the Board retires by rotation at this Annual General Meeting
in Shareholder/Members login where the EVEN
of Company will be displayed. Please note that of the Company in terms of provisions of Section 152 of the
the Members who do not have the User ID and Companies Act, 2013 and being eligible, offers himself for
Password for e-voting or have forgotten the User ID re-appointment.
and Password may retrieve the same by following In terms of the provisions of Regulation 17(1A) of the
the remote e-voting instructions mentioned in the
Securities and Exchange Board of India (Listing Obligations
Notice to avoid last minute rush. Further, Members
and Disclosure Requirements) 2015, as amended from time
can also use the OTP based login for logging into the
e-voting system of NSDL. to time, no person who has attained the age of seventy-five
years shall be appointed or continued as a Director unless
2. Facility of joining the Meeting through VC/OAVM a special resolution is passed approving such appointment
shall open 30 minutes before the time scheduled for or continuation. Considering that Mr Shaikh has attained
the Meeting and will be available for Members on
the age of seventy-five years, approval of the Members is
first-come-first-served basis.
sought through Special Resolution for his re-appointment
3. Members are encouraged to join the Meeting as Director, liable to retire by rotation.
through Laptops for better experience. Speakers
will be required to allow Camera and use Internet Mr Shaikh has held several management and leadership
with a good speed to avoid any disturbance during positions with Abbott since 1968 in different geographies
the Meeting. across various businesses. In his last role, from June 2005 until
his retirement in 2010, he was the Divisional Vice President,
4. Please note that Participants connecting from
Southeast Asia/Middle East/Africa, Abbott Nutrition
Mobile Devices or Tablets or through Laptop
International based in Singapore. He is a fellow of the Institute
connecting via Mobile Hotspot may experience
Audio/Video loss due to fluctuation in their of Chartered Accountants of England and Wales.
respective network. It is therefore recommended to As the Chairman of the Board of the Company since
use Stable Wi-Fi or LAN connection to mitigate any March 2001, Mr Shaikh brings to the Board extensive
kind of aforesaid glitches.
leadership and industry experience of over five decades,
5. Speaker Registration/Questions for the Meeting : including a deep knowledge and understanding of the
Company’s business operations, strategies and the
Members, who would like to express their
views/have questions are requested to opportunities and risks faced by the Company. His significant
send registrations along with the questions contribution and guidance to the Board in governance matters
in advance mentioning their name, demat account and strategic direction to the Management have helped the
number/folio number, email id, mobile number at Company achieve several milestones year-after-year.
[email protected] from Monday,
The Board, based on recommendation of the Nomination
August 24, 2020 to Monday, August 31, 2020.
and Remuneration Committee is of the view that his
Those Members who have registered themselves as a
speaker will only be allowed to express their views/ immense knowledge, independent perspective and continued
ask questions during the Meeting. The Company association will immensely benefit the Company and
reserves the right to restrict the number of questions/ therefore, recommend his re-appointment. Mr Shaikh is not
speakers depending on the availability of time for the related to the promoter companies. He does not hold any
Meeting. shares in the Company.
None of the Directors and/or Key Managerial Personnel of the Section 164 of the Act, and meets the criteria of independence
Company and their relatives, except Mr Shaikh, is concerned as prescribed under the applicable provisions of the Act
or interested, financially or otherwise, in the resolution set out and the Regulations. She has further confirmed that she has
at Item No. 4. registered herself in the database for Independent Directors.
The Board recommends the resolution set forth in Item No. 4 In the opinion of the Nomination and Remuneration
for the approval of Members as a Special Resolution. Committee and the Board, Ms Kamath is independent of the
Management.
Item No. 5
The Company has received a notice in writing under
The Board, based on the recommendation of the Audit Section 160 of the Act, from a Member proposing the
Committee, approved the appointment of M/s Kishore Bhatia candidature of Ms Kamath for the office of Director of the
& Associates, Cost Accountants (Registration No. 00294) as the Company.
Cost Auditors for conducting the Cost Audit of the Company
for the financial year 2020-21 at a remuneration of ` 7.50 Lakhs Ms Kamath has close to three decades of work experience in
plus taxes as applicable and reimbursement of reasonable three distinct fields–Human Resources, Business Development
out-of-pocket expenses. and Social & Community Development and across two
continents – India and Africa. She is a certified and practicing
Pursuant to the provisions of Section 148 and all other ‘CEO & Leadership Coach’.
applicable provisions, if any, of the Companies Act, 2013
and the Rules framed thereunder, remuneration payable to Ms Kamath’s Human Resources (HR) career spans close to a
M/s Kishore Bhatia & Associates, Cost Auditors, as stated decade and half with Group HR Head positions for Chevron
above, requires ratification by the Members. Texaco India, Star India, KPMG India and Ambit Holdings.
She was a key member of the Executive Leadership Team
None of the Directors and/or Key Managerial Personnel of
in each of her assignments. She was a ‘Strategic Partner’ to
the Company and their relatives is concerned or interested,
the businesses in providing business linked people solutions
financially or otherwise, in the resolution set out at Item No. 5.
through change, renewal and transformation. In addition,
The Board recommends the resolution set forth in Item No. 5 her role in managing the corporate communications function
for the approval of Members as an Ordinary Resolution. at Ambit Holdings has given her the experience in building a
strong corporate brand, both externally and internally.
Item No. 6
Prior to her roles in HR, Ms Kamath was the Deputy Marketing
The Board, based on recommendation of the Nomination
Director at Raytheon India. She began her working career in
and Remuneration Committee, appointed Ms Shalini
Zambia and Botswana. Over a decade, she worked with the
Kamath (DIN : 06993314) as Additional Director of the
Governments of both the countries on several educational
Company effective October 29, 2019, as per the provisions of
and social & community development projects. She acquired
Section 161 of the Companies Act, 2013 and Rules framed
extensive experience in tripartite partnership projects related
thereunder (“the Act”) read with Article 113 of the Articles of
to community-oriented income generation programs.
Association of the Company. She holds office upto the date of
this Annual General Meeting. Ms Kamath is Independent Director on the Boards of Graphite
India Limited (Listed), Borosil Renewables Limited (Listed)
Further, the Board as per the applicable provisions of the
and Ambit Finvest Private Limited.
Act and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Ms Kamath is an MBA graduate from Edinburgh Business
(“the Listing Regulations”) and based on recommendations School, UK. She has been trained at Harvard Business School
of the Nomination and Remuneration Committee, appointed in change and transformation. She is an alumnus of CSC
Ms Kamath as an Independent Director of the Company, not Global leadership program and a certified Zenger Folkman
liable to retire by rotation, for a term of 3 (three) years effective Leadership4you trainer & facilitator.
October 29, 2019, subject to approval of the Members at the The additional details of Ms Kamath as required under
Annual General Meeting of the Company.
Regulation 36(3) of the Listing Regulations and the Secretarial
Ms Kamath has given her consent to act as a Director of the Standards issued by the Institute of Company Secretaries of
Company. Also, as per confirmations received from her, she is India are set out in the Annexure forming part of this Notice.
not disqualified from being appointed as a Director in terms of Ms Kamath does not hold any shares in the Company.
185
NOTICE
The letter of appointment of Ms Kamath containing terms of appointment, he was the Vice President & General Manager
her appointment, is available for inspection by Members on for Middle East & North Africa where he spearheaded
the website of the Company at www.abbott.co.in commercial operations across seventeen countries in one of
the company’s fastest growing and most complex business
None of the Directors and/or Key Managerial Personnel of the environments.
Company and their relatives, except Ms Kamath, is concerned
or interested, financially or otherwise, in the resolution set out Mr Ambati is an alumnus of the Indian Institute of
at Item No. 6. Management, Ahmedabad and has a Bachelor’s degree in
Engineering (Mechanical) from the University of Bhopal.
The Board recommends the resolution set forth in Item No. 6
for the approval of Members as an Ordinary Resolution. The additional details of Mr Ambati as required under
Regulation 36(3) of the Securities and Exchange Board of
Item No. 7 India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Secretarial Standards issued by the
Mr Ambati Venu (DIN : 07614849) served as the Managing
Institute of Company Secretaries of India are set out in the
Director of the Company for over three and half years upto
Annexure forming part of this Notice. He does not hold any
February 29, 2020. He has been elevated to a new role within
shares in the Company.
the Abbott Group in India effective March 1, 2020.
None of the Directors and/or Key Managerial Personnel of the
The Board, with a view to continue to leverage extensive
Company and their relatives, except Mr Ambati, is concerned
experience held by Mr Ambati in the areas of pharmaceuticals
or interested, financially or otherwise, in the resolution set out
and his deep understanding and knowledge about the
at Item No. 7.
Company’s operations and based on recommendation of the
Nomination and Remuneration Committee, appointed him as The Board recommends the resolution set forth in Item No. 7
Additional Director of the Company effective March 1, 2020, for the approval of Members as an Ordinary Resolution.
as per the provisions of Section 161 of the Companies Act, 2013
Item Nos. 8 and 9
and Rules framed thereunder (“the Act”) read with Article 113
of the Articles of Association of the Company. He holds office The Board, based on the recommendation of the Nomination
upto the date of this Annual General Meeting. and Remuneration Committee, appointed Mr Anil Joseph
(DIN : 08753233) as an Additional Director with effect from
Mr Ambati has given his consent to act as a Director of the
July 1, 2020 in terms of Section 161 of the Companies Act, 2013
Company. Also, as per confirmation received from him,
he is not disqualified from being appointed as a Director in and Rules made thereunder (“the Act”) read with Article 113 of
terms of Section 164 of the Companies Act, 2013. the Articles of Association of the Company. He holds office up
to the date of this Annual General Meeting.
The Company has received a notice in writing under
Section 160 of the Act, from a Member proposing the The Board, based on recommendation of the Nomination
candidature of Mr Ambati for the office of Director of the and Remuneration Committee also appointed Mr Joseph as
Company. the Managing Director, not liable to retire by rotation, for a
Prior to joining the Company in September 2016, Mr Ambati term of 5 (five) years with effect from July 1, 2020, subject to
held over 24 years of extensive experience in consumer the approval of the Central Government and Members of the
goods and OTC products with GlaxoSmithKline Consumer Company.
Healthcare Limited (GSK Consumer) in various leadership
The Company has received a notice in writing from a Member
positions across the Indian sub-continent, Middle East, North
under Section 160 of the Companies Act, 2013 proposing the
Africa and Asia. His last role till September 2015 was Regional
candidature of Mr Anil Joseph for the office of Director of the
Vice President & General Manager–Asia, GSK Consumer.
Company.
Mr Ambati holds strong business acumen and the ability
honed in both developed and emerging markets. Having Mr Joseph has given his consent to act as the Managing
worked in various regions since joining GSK Consumer Director of the Company. Also, as per the confirmations
in 1992, one of his strongest assets is his ability to excel received from him, he is not disqualified from being appointed
within diverse socio-cultural environments. Prior to his Asia as a Director in terms of Section 164 of the Companies Act, 2013.
He satisfies all the conditions as set out under Part I of Schedule (b) Performance Linked Bonus : Performance Bonus
V and Section 196(3) of the Act for his appointment as Managing will be allowed in addition to Salary as stated above
Director. according to the Company policy and as may be
determined by the Board of Directors but shall not
Mr Joseph, comes with an excellent track record of over 25
exceed an amount equal to 100% of the Salary for
years working with reputable companies across different
the relevant period.
business sectors (predominately Healthcare & FMCG) driving
revenue and income growth; business turnaround and 2. Mr Joseph shall be entitled to furnished/non-furnished
residential accommodation in lieu of housing allowance
managing emerging markets. He has an extensive and broad-
which is part of his Base Salary, relocation expenses (one-
based experience in managing P&L, General Management and
time), club fees, telephone and such other perquisites/
Sales & Marketing including Strategy Development, Branding
benefits in accordance with the Company’s Rules. He will
& Position, Key Accounts and Distributor Management and be entitled for Abbott Laboratories, USA stocks under its
Sales Operations. “Long Term Incentive Plan” in the form of Restricted
Prior to joining the Company, Mr Joseph was working with Stock Unit, as per his eligibility. He is also eligible to
purchase shares of Abbott Laboratories, USA, under its
Abbott Laboratories, Singapore heading the Diagnostics
“Affiliate Employee Stock Purchase Plan”
Division (Transfusion Medicine) for APAC, China and Japan
since March 2016. At Abbott, he was instrumental in setting The Company’s contribution to provident fund, group
up the Transfusion Medicine Business Unit in Asia Pacific insurance and gratuity shall not be included in the
building a team, developing retention and growth strategies computation of the above ceiling on remuneration and
allowances/perquisites/benefits.
and executing a high-pressure environment to transition the
business. Prior to this, he has worked with Johnson & Johnson 3. The Board or any Committee of the Board shall, in
and Coca-Cola in various senior leadership positions, in accordance with the statutory limits/approvals as may be
India and across Asia Pacific markets. He brings diversified applicable for the time being in force, be at full liberty to
experience across different countries, market types and revise/alter/modify/amend the terms and conditions of
managing multiple functions – sales, marketing, finance, the remuneration, from time to time, as it may deem fit;
engineering, supply chain, etc. and has significant expertise in 4. Notwithstanding anything contained in this Agreement,
managing start-ups, turn around, managing explosive growth if in any financial year during the tenure of Mr Joseph
as well as sustaining success. as Managing Director, the Company has no profits or
its profits are inadequate, the remuneration payable to
Mr Joseph holds a Master’s in Business Administration (dual Mr Joseph shall be subject to the provisions of
specialization – Marketing and Human Resources) from Section 197 and Section II of Part II of Schedule V to the
Symbiosis Institute of Business Management, Pune University Act, or any other law or enactment for the time being or
and Bachelor of Science (Mathematics) from C.M.S College, from time to time in force;
MG University, Kottayam, Kerala. 5. Mr Joseph shall not directly or indirectly, engage himself
The significant terms and conditions of appointment of in any other business or occupation or employment
Mr Joseph are as under : whatsoever, without the approval of the Board.
PROVIDED HOWEVER, that it shall be permissible to
1. In consideration of the performance of his duties to the Mr Joseph to hold share(s) of any other company(ies);
Company, Mr Joseph shall be entitled to the following
6. So long as Mr Joseph functions as Managing Director,
remuneration subject to applicable taxes :
he shall not become interested or otherwise concerned
(a) Salary, allowances and perquisites : from ` 2.94 crore directly or through any of his relatives, if any, in any selling
per annum upto ` 4.25 crore per annum; to be paid agency of the Company, without the prior approval of the
monthly and/or annually, as may be approved by the Board;
Board. Increments in the annual salary shall be as 7. Mr Joseph shall not, during the continuance of his
per the Company’s policy and as may be determined employment hereunder or at any time thereafter divulge
by Board of Directors, from time to time, or disclose to any person whomsoever or make any use
187
NOTICE
whatsoever for his own purpose or for any purpose up to the date of this Annual General Meeting. The Members
other than that of the Company, of any information or may write an email to [email protected]
knowledge obtained by him during his employment as by mentioning “Request for Inspection” in the subject of the
to the business or affairs of the Company or its methods email.
or as to any trade secrets or secret processes of the
None of the Directors and/or Key Managerial Personnel of the
Company and he shall during the continuance of his
Company and their relatives, except Mr Joseph, is concerned
employment hereunder also use his best endeavors to
or interested, financially or otherwise, in the resolutions set
prevent any other person from so doing. PROVIDED
out at Item Nos. 8 and 9.
HOWEVER that any such divulgence or disclosure to
officers and employees of the Company shall not be Considering the rich and diversified experience of
deemed to be contravention of this Clause; Mr Joseph, the Board recommends the resolutions set forth
in Item Nos. 8 and 9 for the approval of Members as Ordinary
8. The employment of Mr Joseph shall forthwith be
Resolutions.
determined if he shall become insolvent or make any
composition or arrangement with his creditors or if he is Item No. 10
guilty of any misconduct or otherwise violates the Abbott
The Company is engaged in the business of manufacturing,
Code of Business Conduct;
selling, distribution and marketing of Pharmaceuticals.
9. In case of the demise of Mr Joseph during the course
The Company, in the ordinary course of its business and on
of his employment hereunder, the Company will pay to
arm’s length basis enters into various transactions, contracts,
his legal personal representatives the salary and other
arrangements with various Abbott affiliates. The Company
emoluments payable hereunder for the then current
and Abbott Healthcare Private Limited both being indirect
month and other dues together with any such further
subsidiaries of Abbott Laboratories, USA, are Related Parties
sum as the Board of Directors may determine;
as per the provisions of the Companies Act, 2013 (“the Act”)
10. Notwithstanding anything contained to the contrary and Regulation 2(1)(zb) of the Securities and Exchange Board
in this Agreement, either party shall be entitled to of India (Listing Obligations and Disclosure Requirement)
determine the Agreement by giving not less than 3 (three) Regulations, 2015 (“the Listing Regulations”).
months’ notice in writing in that behalf to the other party
The transactions with Abbott Healthcare Private Limited
without the necessity of showing any cause. However, the
interalia include purchase and sale of products; goods; raw
Company shall have the option to terminate the
materials; active pharmaceutical ingredients; stock-in-trade,
employment by giving 3 (three) months’ remuneration
availing or rendering of services, reimbursement of expenses,
including salary, allowances, benefits/perquisites in lieu
recovery of costs, rent receipts/payments, buying/leasing
of notice.
of property, lending or borrowing of monies, (as may be
11. The appointment of Mr Joseph as Director shall cease as permissible under the applicable provisions of the Act), etc.,
provided in Section 167(1)(c) and (d) of the Companies which are entered into in the ordinary course of business, at
Act, 2013 and simultaneously his employment with the arms’ length and in the best interest of the Company.
Company shall also come to an end.
In terms of Regulation 23 of the Listing Regulations, all
The additional details of Mr Joseph as required under material transactions (i.e. the transaction(s) to be entered
Regulation 36(3) of the Securities and Exchange Board of into individually or taken together with previous transactions
India (Listing Obligations and Disclosure Requirements) during a financial year, exceeds ten percent of the annual
Regulations, 2015 and the Secretarial Standards issued by the consolidated turnover of the Company as per the last audited
Institute of Company Secretaries of India, are set out in the financial statements) with a related party requires approval of
Annexure forming part of this Notice. Mr Joseph does not hold the Members through ordinary resolution.
any shares in the Company.
The Members at its Meeting held on July 18, 2017, approved
A copy of the agreement between Mr Joseph and the Company the transactions with Abbott Healthcare Private Limited upto
containing terms of his appointment referred in this Notice will a limit of ` 550 Crore in each financial year. Considering the
be available for inspection without any fees by the Members future business projections, the Company envisages that the
transactions with Abbott Healthcare Private Limited may exceed ` 800 Crore in each financial year for a period of 5 financial years
the said approved limits. Thus, by way of abundant caution, upto 2024-25. The annual value of the transactions proposed is
prior approval of the Members is being sought in terms of the estimated on the basis of the Company’s current transactions
Regulation 23 of the Listing Regulations for enhanced limits of and future business projections.
The particulars of the contracts/arrangements/transactions are as under :
The Company, from time to time, conducts third party review Item No. 11
for each category of transactions with Abbott Healthcare
In accordance with the provisions of the Foreign Exchange
Private Limited and basis which, determines that all such
Management Act, 1999, Foreign Exchange Management
transactions meet domestic transfer pricing norms enshrined
(Non-Debt Instruments) Rules, 2019 and the Consolidated
in the Income Tax Act, 1961 and are on arm’s length. The Foreign Direct Investment Policy Circular of 2017 dated
Audit Committee and the Board are of the opinion that August 28, 2017, issued by the Department of Industrial
the above transactions are entered in the best interests of the Policy and Promotion, Ministry of Commerce and
Company and accordingly have granted approval for enhancing Industry, Government of India and other applicable rules,
the limits of transactions with Abbott Healthcare Private guidelines, regulations, notifications, circulars, provisions,
Limited. if any, (including any amendments, or re-enactments or
None of the Directors and/or Key Managerial Personnel of the re-notifications of each of the above for the time being in
force), foreign investment in a company engaged in brown-
Company and their relatives, is deemed to be concerned or
field pharmaceutical sector up to 74% of the share capital of
interested, financially or otherwise, in the resolutions set out
the Company would fall under the automatic route, while
at Item No. 10.
foreign investment beyond 74% would require approval of the
The Board recommends the resolution set forth in Item No. 10 Department of Pharmaceuticals, Ministry of Chemicals and
for the approval of Members as an Ordinary Resolution. Fertilizers.
189
NOTICE
Members may please note that prior to the change in FDI Investors (FVCIs), Foreign Direct Investment (FDI), Indirect
Policy on October 19, 2012, foreign investment in a company Foreign Investment, etc., in any combination thereof ) shall not
engaged in brown-field pharmaceutical sector was permitted at any time exceed 80% of the total paid up share capital of the
up to 100% under the automatic route. Further, the Foreign Company on a fully diluted basis. In terms of Foreign Exchange
Direct Investment of 74.99% from the promoters of the Management (Non-Debt Instruments) Rules, 2019, this would
Company and other Foreign investment (held by FII/FPI and also require an approval of the Members by way of a Special
NRI repatriable) to the extent of 0.12% (out of total 1.34% Resolution.
held as on July 24, 2020 by FII/FPI and NRI repatriable) None of the Directors and/or Key Managerial Personnel of
were received prior to such change in policy in October 2012, the Company and their relatives, is deemed to be concerned
in compliance with the then applicable foreign exchange or interested, financially or otherwise, in the resolution set out
regulations. at Item No. 11.
Presently, the Foreign Institutional Investors (FIIs)/Foreign
The Board recommends the resolution set forth in Item
Portfolio Investors (FPIs) are unable to purchase additional
No. 11 for the approval of Members as a Special Resolution.
shares of the Company owing to the applicable sectoral limits
in terms of the SEBI Circular No. IMD/FPIC/CIR/P/2018/61 By Order of the Board
dated April 5, 2018, and therefore, it is pertinent to increase the
applicable limits for Foreign Investment into the Company, Krupa Anandpara
subject to receipt of approval from the Government. Mumbai Company Secretary
August 7, 2020 Membership No. : ACS 16536
In line with the Company’s commitment to be compliant with
the abovementioned regulatory regime for foreign investment Registered Office :
and giving headroom to the further foreign portfolio investment,
Abbott India Limited
the Board on June 16, 2020, approved proposal to increase the
aggregate limit for investment by Foreign Institutional Investors CIN : L24239MH1944PLC007330
(FIIs)/Foreign Portfolio Investors (FPIs)/Non Resident Indians 3, Corporate Park, Sion-Trombay Road,
(repatriable) under the portfolio investment scheme, to the Mumbai - 400 071
proposed ceiling of 5% of the total paid up share capital of the Telephone No. : +91-22-6797 8888/+91-22-5046 1000/2000
Company, provided that the composite cap for total foreign Fax : +91-22-5016 9400
investment from all sources (including investments received Email : [email protected]
under the Portfolio Investment Scheme, Foreign Venture Capital Website : www.abbott.co.in
Name of Director Mr Kaiyomarz Marfatia Mr Munir Shaikh Ms Shalini Kamath Mr Ambati Venu Mr Anil Joseph
Date of Birth November 22, 1956 March 1, 1943 December 15, 1964 May 26, 1969 January 31, 1975
Date of March 1, 2011 March 2, 2001 October 29, 2019 March 1, 2020 July 1, 2020
Appointment
Expertise in Specific Mr Marfatia has over Mr Shaikh possesses Ms Kamath has close Mr Ambati has Mr Joseph has an
Functional Area 40 years of diverse vast knowledge of to three decades of diversified experience expertise in managing
experience in the Legal the industry and work experience in handling P&L, General
and Secretarial is a consummate in three distinct International business Management and Sales
streams, of which team player with an fields – Human operations with an & Marketing including
about 24 years have entrepreneurial flair. Resources, Business excellent track record Strategy Development,
been with Abbott. Development and of success in building Branding & Position, Key
Social & Community and leading high Accounts and Distributor
Development and performing teams. Management and Sales
across two continents Operations.
– India and Africa.
CORPORATE OVERVIEW
Qualifications B.Com. from Lala Fellow of the MBA graduate from Alumnus of the M.B.A. with dual
Lajpat Rai College Institute of Chartered Edinburgh Business Indian Institute specialization –
and Law degree from Accountants in School, UK and an of Management, Marketing & Human
Government Law England and Wales Alumnus of CSC Ahmedabad and Resources from
College, Mumbai Global leadership Bachelor’s degree Symbiosis Institute of
program and a certified in Engineering Business Management,
Zenger Folkman (Mechanical) from the Pune University and
Leadership4you University of Bhopal B.Sc. (Mathematics)
trainer and facilitator from C.M.S College, MG
University, Kottayam,
Kerala
STATUTORY REPORTS
191
ABBOTT INDIA LIMITED
CIN : L24239MH1944PLC007330
3, CORPORATE PARK, SION-TROMBAY ROAD,
MUMBAI - 400 071, INDIA