Torrent Pharma
Torrent Pharma
Torrent Pharma
Corporate Information............................................................................................... 02
Notice....................................................................................................................... 03
Directors’ Report....................................................................................................... 10
AUDIT COMMITTEE
Corporate Identity Number
1. Shri Shailesh Haribhakti
L24230GJ1972PLC002126
Chairman
2. Shri Haigreve Khaitan
WEBSITE
3. Ms. Ameera Shah
www.torrentpharma.com
4. Ms. Nayantara Bali
NOTICE IS HEREBY GIVEN THAT THE FORTY SEVENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF TORRENT
PHARMACEUTICALS LIMITED will be held on Thursday, 30th July, 2020 at 09:30 AM through Video Conferencing (“VC”) / Other
Audio Visual Means (“OAVM”) to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Standalone and Consolidated Financial Statements as at 31st March, 2020 including the
Audited Balance Sheet as at 31st March, 2020, the Statement of Profit and Loss for the year ended on that date and reports
of the Board of Directors and Auditors thereon.
2. To confirm the payment of interim dividend of ` 32.00 per equity share of fully paid up face value of ` 5.00 each, which
included a special dividend of ` 15.00 per equity share, declared and distributed by the Board of Directors for the financial
year ended on 31st March, 2020.
3. To appoint a Director in place of Dr. Chaitanya Dutt (holding DIN 00110312), Director, who retires by rotation and being
eligible, offers himself for re-appointment.
SPECIAL BUSINESS
4. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
RATIFICATION OF REMUNERATION OF COST AUDITORS OF THE COMPANY FOR THE YEAR 2020-21
“RESOLVED THAT pursuant to provisions of Section 148(3) of the Companies Act, 2013 read with Companies (Cost Records
and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) (“the Act”)
and the approval by the Board of Directors at their meeting dated 26th May, 2020, the consent of the Company be and is
hereby accorded for ratification of the below remuneration to M/s. Kirit Mehta & Co., Cost Accountants as the Cost Auditors
of the Company for the financial year 2020-21:
` 8,00,000/- plus out of pocket expenses & GST as applicable to conduct the audit of the cost accounting records for all the
manufacturing facilities of the Company.”
5. To consider and if thought fit, to pass the following resolution as a Special Resolution:
PAYMENT OF COMMISSION TO SHRI SUDHIR MEHTA, CHAIRMAN EMERITUS FOR THE YEAR 2019-20
“RESOLVED THAT pursuant to Regulation 17 (6) (ca) and other applicable provisions, if any, of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the
time being in force) and other applicable provisions, if any, of the Companies Act, 2013 and pursuant to the approval of the
shareholders of the Company at the 42nd Annual General Meeting of the Company, the consent of the Company be and
is hereby accorded for payment of Commission of ` 5.00 Crores to Shri Sudhir Mehta (holding DIN 00061871), Chairman
Emeritus for the year 2019-20.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do and perform and /
or to authorize any Committee of Directors or any other person to do or perform all such acts, deeds, matters and things as
may be considered necessary, desirable or expedient for giving effect to this resolution.”
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NOTES:
1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated
5th May, 2020 read with circulars dated 8th April, 2020 and 13th April, 2020 (collectively referred to as “MCA Circulars”)
permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the
Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and MCA Circulars, the AGM of the Company is
being held through VC / OAVM. The detailed procedure for participation in the meeting through VC / OAVM is as per note no.
26 and also available at the Company’s website www.torrentpharma.com.
2. Pursuant to MCA Circular No. 14/2020 dated 8th April 2020, the facility to appoint proxy to attend and cast vote for the
members is not available for this AGM. However, the Body Corporates are entitled to appoint Authorised Representatives to
attend the AGM through VC/ OAVM and participate thereat and cast their votes through e-voting.
3. The attendance of the members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the
quorum under Section 103 of the Companies Act, 2013.
4. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through
VC / OAVM. Corporate members intending to authorise their representatives to participate and vote at the AGM are requested
to send a duly certified copy of the board resolution authorizing their representatives to attend and vote on their behalf at the
AGM.
5. The Members can join the AGM through VC / OAVM mode 30 minutes before and after the scheduled time of the commencement
of the AGM by following the procedure mentioned in the Notice.
6. The Explanatory Statement pursuant to Section 102(1) and (2) of the Act in respect of Item no. 3 and Special Business
i.e. Item No. 4 & 5 is annexed hereto.
7. The Register of Directors and Key Managerial Personnel of the Company and their shareholding maintained under Section
170 of the Act, the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of
the Act and all other documents referred to in the Notice will be available for inspection in the electronic mode upto the date
of AGM of the Company and will also be available electronically for inspection by the Members during the AGM. Members
seeking to inspect such documents can send the e-mail to [email protected].
8. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations, and the MCA Circulars, the Company
is providing facility of remote e-voting to its Members through Central Depository Services (India) Limited (“CDSL”) in respect
of the business to be transacted at AGM. The facility of casting votes by a member using remote e-voting as well as e-voting
system on the date of the AGM will be provided by CDSL. Members of the Company holding shares either in physical form
or in dematerialized form, as on the cut-off date i.e. 23rd July, 2020, may cast their vote either by remote e-voting as well
as e-voting system as on date of AGM. A person who is not a member as on the cut-off date should treat this Notice for
information purpose only.
The information with respect to voting process and other instructions regarding e-voting are detailed in Note no. 24.
9. The Notice of 47th AGM and the Annual Report of the Company for the year ended 31st March, 2020 is uploaded on
the Company’s website www.torrentpharma.com and may be accessed by the members and will also be available on the
website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and
www.nseindia.com respectively and on the website of CDSL.
Copies of the above documents are being sent by electronic mode to the members whose email addresses are registered
with the Company / Depository Participant for communication purposes unless any member has requested for a hard copy of
the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being
sent by the permitted mode.
10. Mr. Rajesh Parekh, Practicing Company Secretary (Membership No. A8073) and failing him Mr. Jitesh Patel, Practicing
Company Secretary (Membership No. A20400) has been appointed as the scrutinizer to scrutinize the remote e-voting and
e-voting process on the date of AGM in a fair and transparent manner.
12. The resolution shall be deemed to be passed on the date of AGM, subject to the receipt of sufficient votes.
13. Members seeking any information or clarification on the accounts or any other matter to be placed at AGM are requested to
send written queries to the Company on [email protected], atleast 10 days before the date of the meeting
to enable the management to respond quickly.
14. SEBI vide its circular dated 8th June, 2018 amended Regulation 40 of the Listing Regulation pursuant to which requests for
effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form. Members
holding the shares in physical form are requested to dematerialize their holdings at the earliest as it will not be possible to
transfer shares held in physical mode.
Further, dematerialization would facilitate paperless trading through state-of-the-art technology, quick transfer of corporate
benefits to members and avoid inherent problems of bad deliveries, loss in postal transit, theft and mutilation of share
certificate and will not attract any stamp duty. It also substantially reduce the risk of fraud. Hence, we request all those
members who have still not dematerialized their shares to get their shares dematerialized at the earliest.
15. SEBI vide its circular dated 20th April 2018, directed all the listed companies to record the Income Tax PAN and bank account
details of all their shareholders holding shares in physical form. All those shareholders who are yet to update their details with
the Company are requested to do so at the earliest.
16. Members wishing to claim dividends for previous financial years, which remain unclaimed, are requested to correspond with
the Company’s Registrars and Transfer Agent (RTA). In case any unclaimed Dividend Warrant is lying with any member, the
same should be forwarded to RTA for revalidation.
During the year, the Company has requested those members, whose dividends for previous financial years remaining
unclaimed / unpaid, for claiming said dividend amount before transfer thereof to Investor Education and Protection Fund
(IEPF).
Members are requested to note that dividends not encashed or claimed within seven years from the thirty days of declaration
of dividend, will, as per Section 124 of the Companies Act, 2013, be transferred to the IEPF.
Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF
Rules), the Company has uploaded the information in respect of the unclaimed dividends as on the date of the 46th AGM held
on 23rd July, 2019 on its website www.torrentpharma.com and also on the website of the Investor Education and Protection
Fund www.iepf.gov.in.
Further, provisions of Section 124 of the Companies Act, 2013 read with Rule 6 of IEPF Rules as amended, inter alia,
mandates the Company to transfer all such shares, in respect of which dividend have not been paid or claimed for seven
consecutive years or more, to the demat account of IEPF Authority.
During the year 2019-20, the Company has transferred 7645 equity shares to the demat account of IEPF Authority.
17. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may file nomination in the
prescribed Form SH-13 and for cancellation / variation in nomination in the prescribed Form SH-14 with the Company’s RTA.
In respect of shares held in demat form, the nomination form may be filed with the respective Depository Participant.
18. As required in terms of Secretarial Standard - 2 and Listing Regulations, the information (including profile and expertise
in specific functional areas) pertaining to Director recommended for re-appointment in the AGM has been provided in the
“Explanatory Statement” of the Notice. The Director has furnished the requisite consent / declarations for his re-appointment
as required under the Companies Act, 2013 and the Rules thereunder.
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19. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members
holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participant with whom they
are maintaining their demat accounts and members holding shares in physical form to the Company / RTA.
20. Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends by registering their bank
account details with the Company. For further information, you are requested to approach the RTA of the Company.
21. With a view to conserve natural resources, we request Members to update and register their email addresses with their
Depository Participants (DPs) or with the Company, as the case may be, to enable the Company to send communications
including Annual Report, Notices, Circulars, etc. electronically. Members holding shares in Physical mode may register their
email id by providing necessary details like Folio No., Name of Member(s) and self attested scanned copy of PAN card or
Aadhar Card by email to [email protected]
22. Since the AGM will be held through VC / OAVM in accordance with the MCA Circulars, the route map, proxy form and
attendance slip are not attached to the Notice.
23. The helpline number regarding any query / assistance for participation in the AGM through VC / OAVM are 022-23058738 or
022-23058543 or 022-23058542.
24. Voting process and instruction regarding remote e-voting:
Section A: Voting Process:
Members should follow the following steps to cast their votes electronically:
Step 1: Open the web browser during the voting period and log on to the e-voting website www.evotingindia.com.
Step 2: Click on “Shareholders” to cast your vote(s).
Step 3: Please enter User ID
(i) For account holders in CDSL: Your 16 digits beneficiary ID.
(ii) For account holders in NSDL: Your 8 Character DP ID followed by 8 digits Client ID.
(iii) Members holding shares in Physical Form should enter Folio Number registered with the Company.
Step 4: Enter the Image Verification as displayed and Click on “Login”.
Step 5: If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of
any company, then your existing password is to be used. If you have forgotten the password, then enter the User ID and
the image verification code and click on “FORGOT PASSWORD” and enter the details as prompted by the system.
Step 6: Follow the steps given below if you are first time user:
(i) holding shares in physical form
(ii) holding shares in demat form
PAN Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company / Depository Participant are
requested to use the first two letters of their name and the 8 digits of the sequence number in
the PAN Field. The sequence number is printed on the Address sticker in case of the dispatch
of the Annual Report through physical mode and mentioned in the covering e-mail in case of
dispatch of soft copy.
DOB Enter the Date of Birth (“DOB”) as recorded in your demat account or in the Company records
in dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recorded in your demat account or in the Company records
Bank Details for the said demat account or folio no.
Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded
with the Depository or Company, please enter the DP ID and Client ID / folio number in the
Dividend Bank details field as mentioned in Step 3.
Step 8: Members holding shares in physical form will then directly reach the Company selection screen. However, members
holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter
their login password in the new password field. Kindly note that this password is to be also used by the demat holders for
voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost
care to keep your password confidential.
Step 9: For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in
this Notice.
Step 10: Click on the EVSN for the TORRENT PHARMACEUTICALS LIMITED on which you choose to vote.
Step 11: On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES / NO” for voting.
Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies
that you dissent to the Resolution.
Step 12: Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
Step 13: After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you
wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
Step 14: Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. You can also take out print
of the voting done by you by clicking on “Click here to print” option on the voting page.
i. The voting period begins on 26th July, 2020 from 09:00 A.M. and ends on 29th July, 2020 upto 05:00 P.M. During this
period Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e.
23rd July, 2020, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
ii. Non – Individual Shareholders and Custodians (i.e. other than Individuals, HUF, NRI etc.) are additionally required to note and
follow the instructions mentioned below:
iii. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to upload the following in PDF Format in
the system for the scrutinizer to verify the same:
iv. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.
v. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs) and
e-voting manual available at www.evotingindia.com, under help section or contact Mr. Rakesh Dalvi, Manager, CDSL, A Wing,
25th Floor, Marathon Futurex, Mafatlal Mills Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai - 400013 or write an
email to [email protected] or calling on 022-23058738 or 022-23058543 or 022-23058542 during working
hours on all working days.
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25. Voting process and instruction regarding e-voting at AGM are as under:
a. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
b. Only those Members, who will be present in the AGM through VC / OAVM facility and have not casted their vote on
the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through
e-voting system available in the AGM.
c. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible
to vote at the AGM.
26. Instruction for members for attending the AGM through VC / OAVM are as under:
a. Member will be provided with a facility to attend the AGM through VC/ OAVM through the CDSL e-voting system.
Members may access the same at https://www.evotingindia.com under shareholders/ members login by using the
remote e-voting credentials. The link for VC/ OAVM will be available in shareholder/ members login where the EVSN of
Company will be displayed.
b. Members are encouraged to join the Meeting through Laptops / IPads for better experience. Please note that Participants
connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/ Video
loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to
mitigate any kind of aforesaid glitches.
c. For ease of conduct, Members who would like to express their views/ ask questions during the meeting may
register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning
their name, demat account number/ folio number, email id, mobile number at [email protected].
The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance
10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at
[email protected]. These queries will be replied to by the company suitably by email.
d. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask
questions during the meeting. Further the shareholders will be required to allow the camera for participation in the
meeting as speaker.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) AND (2) OF THE COMPANIES ACT, 2013
Item No. 3
Pursuant to Section 152 (6) of the Companies Act, 2013, Dr. Chaitanya Dutt retires by rotation at this AGM and being eligible,
is proposed for re-appointment. He was last re-appointed on retirement by rotation as Director on 31st July, 2017. Dr. Dutt has
expressed his intention to act as a Director, if reappointed.
Born in the year 1950, Dr. Chaitanya Dutt holds an MD in Medicine. He practiced as a consulting physician before joining the
Company in 1982 and has been associated with the Company since then. His rich experience spans the areas of Pharma R&D,
clinical research, manufacturing, quality assurance, etc. He is one of the key professionals in the top management team of the
Company. He has been instrumental in setting up the Research and Development (R&D) facility of the Company. Under his
prudent guidance and leadership, R&D activities have achieved tremendous progress in the areas of discovery research as well
as development work on formulations. He does not hold any directorship in any other company.
Dr. Dutt holds 800 Equity Shares of the Company. He is on the Board of the Company from 27th June, 2000. He has attended all
the meetings of the Board held during the financial year 2019-20. Dr. Dutt is not related to any other Directors of the Company.
Except Dr. Dutt, none of the other Directors / Key Managerial Personnel of the Company and their relatives are, in any way,
concerned or interested, financially or otherwise, in the ordinary resolution set out at Item No. 3 of the Notice.
Section 148(3) of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014 (including any
statutory modifications or re-enactments thereof) (“the Act”), requires the Board to appoint an individual, who is a Cost Accountant
or a firm of Cost Accountants in practice, as Cost Auditor on the recommendations of the Audit committee, which shall also
recommend their remuneration and such remuneration shall be considered and approved by the Board of Directors and ratified
subsequently by the members.
The Board of Directors at their meeting held on 26th May, 2020, on recommendation of the Audit Committee, approved the
appointment of M/s. Kirit Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2020-21 at
fees of ` 8,00,000/- plus out of pocket expenses and GST as applicable for conducting the audit of the cost accounting records of
all the manufacturing facilities of the Company.
The resolution contained in Item no. 4 of the accompanying Notice, accordingly, seek members’ approval for ratification of
remuneration of Cost Auditors of the Company for the financial year 2020-21.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,
financially or otherwise, in the ordinary resolution set out at Item No. 4 of the Notice.
Item No. 5
Shri Sudhir Mehta, Chairman Emeritus of the Company is associated with the Company since 23rd June, 1982. As a permanent
member of the Board, he continues to provide his counsel and advice on key business and strategic matters emanating from his
vast experience and his enviable qualities like strategic vision and innovative approach.
The Board had in its meeting held on 26th May, 2020, based on the recommendation of Nomination and Remuneration Committee,
has approved the payment of commission of ` 5.00 Crores to him for 2019-20 subject to the approval of the shareholders of the
Company.
Since the commission payable to Shri Mehta exceeds fifty percent of the total commission payable to all non-executive directors
of the Company, in terms of the provisions of the Regulation17 (6)(ca) of the Listing Regulations, it is proposed to take approval of
shareholders by way of this Special resolution.
Except Shri Sudhir Mehta himself, Shri Samir Mehta, relative of Shri Sudhir Mehta and their relatives, none of the other Directors
/ Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise,
in the special resolution set out at Item No. 5 of the Notice.
Ahmedabad
26th May, 2020
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Directors' Report
To
The Shareholders
The Directors have the pleasure of presenting the Forty Seventh Annual Report of your Company together with the Audited
Financial Statement for the year ended 31st March, 2020.
HIGHLIGHTS
1. India business:
• Torrent is ranked 8th in the Indian Pharmaceuticals Market (5th in the chronic / sub-chronic segment) and has registered
12% growth compared to 10% market growth (as per AIOCD).
• Torrent has 17 brands in Top 500 brands of IPM, out of which 10 brands (PY 8) have revenues of more than ` 100 crores.
• Overall India business field force productivity has crossed ` 7 Lakhs in the year 2019-20, with substantial gains in
productivity from the acquired Unichem portfolio.
• Important new launches for the year included Vildagliptin and Ticagrelor along with the in-licensed Remogliflozin and
novel FDC ‘Repaglinide+Voglibose’.
• Azulix MV & Rozucor Gold were recognized to be one of the best new introductions in chronic / sub-chronic segment by
AIOCD AWACS.
2. Brazil business:
• Torrent continues to be ranked no. 1 Indian Pharmaceutical Company in Brazil.
• As per close up, Brazil business registered growth of 15% compared to market growth of 10%.
• We continue to build brands in Brazil with 10 brands now with sales above BRL 15 million of which two brands have
sales greater than BRL 50 million.
• We have nine pending filings with Anvisa.
3. US business:
• Torrent’s sales reached $ 207 million.
• Sales came from existing products as only 3 new approvals were received during the year 2019-20. Pursuant to Dahej
facility receiving OAI and Indrad facility receiving warning letter, the new product approvals from these facilities are on
hold until the facilities get cleared by USFDA. The remediation work at these facilities have advanced significantly during
the course of the year 2019-20.
• Upgradation of the liquid facility at Levittown, US is progressing well and expected to be ready by Q2 of the year 2020-21.
• Strengthened product pipeline by filing 12 ANDAs. We now have a total of 48 ANDAs pending approval and 6 tentative
approvals.
4. Germany business:
• Torrent continues to be 5th largest generic company and no.1 Indian Pharmaceutical Company in Germany.
• During the second half of the year, the company faced temporary delays in releasing the products to market due to
upgradation of its quality management processes.
• Torrent continues to expand its market coverage through new launches and gain in tender as well as non-tender
business.
5. Financial performance:
• EBITDA margin is 29% for the year compared to 26% in the previous year.
• Leverage (Net Debt-to-EBITDA) reduced to 2.22x as of 31st March, 2020 compared to 2.37x as of 31st March, 2019.
APPROPRIATIONS
i) Dividend
The Company endeavours to distribute 30% of its annual consolidated net profit after tax without taking into account non-cash
charges relating to the business acquisitions as dividend, in accordance with the dividend policy, copy of which is attached
as Annexure-A. The policy is also available on the website http://www.torrentpharma.com/pdf/investors/Dividend_Policy.pdf.
During the year, an interim dividend of ` 32/- per equity share of face value of ` 5/- each (@ 640%) amounting to ` 542 crores
was paid to the shareholders. This includes a special dividend of ` 15/- per equity share in view of successful integration of
the acquired business. The integration has complemented in enhancing the overall performance of the Company. No further
dividend was considered by the Board for the year under review.
ii) Transfer to Reserves
The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.
HUMAN RESOURCES
Human resources are invaluable assets of the Company. The organization takes pride in its human capital, which comprises of
people from diverse backgrounds and cultures. Guided by the core values which are deeply imbibed in each of the employees, the
organization’s achievements are an outcome of efforts, dedication and conviction demonstrated by its people. In order to sustain
this vital resource, the Company continues to build on meritocracy that will aid the organization to be ready to embrace the new
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competencies for a sustainable future. The company has benchmarked various HR processes and policies and simplified these in
order to eliminate redundancy. It has also significantly automated HR processes which have increased compliance and reduced
unproductive time.
Focused efforts were undertaken to improve employee connect. In an endeavor to encourage this feeling of oneness amongst
the employees, the Company has also taken initiative of one stop solution for end to end information / facility related to mediclaim
through its M-Connect portal. The organization celebrates various events where employees and their families participate thereby
imbibing the reflection of a big Torrent family.
Through continuous efforts, new talent, both experienced as well as new entrants to the workforce, were acquired and aligned to
the culture of the organisation. The HR department continued to arrange training and development programs which has helped to
nurture talent, sharpen and understand new management skills. On the Industrial front, the Company continued to foster cordial
Industrial Relations with its workforce during the year.
Various women friendly facilities like flexi-work timing and maternity leaves has supported the women employees in carrying
on with their career along with other responsibilities. Special activities focusing on health, well-being and stress free life is also
organized thereby fostering a woman’s personal and professional growth.
The year also saw reinforcement of the already existing “Whistle Blower Policy” in order to emphasize and encourage reporting of
any wrongdoing or unethical practice.
Robust people practices, best-in-class work environment and learning initiatives were the prime drivers behind the achievements.
The Company has a diverse workforce of 12,881 employees as on 31st March, 2020 vis-à-vis 13,598 employees as on
31st March, 2019.
VIGIL MECHANISM
Over the years, Company has established a reputation for doing business with integrity and has displayed zero tolerance for any
form of unethical behaviour / misconduct. To foster professionalism, honesty, integrity and ethical behaviour in its employees and
stakeholders, the Company has in place a robust vigil mechanism to report unethical behaviour, details of which, are covered in
the Corporate Governance Report.
The said mechanism provides adequate safeguards against victimization of employees who use the vigil mechanism and provides
direct access to the Audit Committee. Also the Code of Business Conduct (Code) lays down important corporate ethical practices
that shape the Company’s value system and business functions and represents cherished values of the Company.
Whistleblower Policy and Code of Business Conduct has been hosted on Company’s website www.torrentpharma.com
As a part of Policy for Prevention of Sexual Harassment of Women at Workplace, internal complaints committees had been set
up for all the administrative units / offices to redress complaints received regarding sexual harassment. Under this Policy, no
complaints were received during the year.
In addition to above, the Company continued other social activities during the year, the brief details of the same is described
hereunder.
Community Healthcare:
During the year Swadhar community healthcare facility was renamed Sumangal and integrated into Rangtarang hospital complex
comprising 150 bed paediatric hospital, inaugurated in February, 2020. Sumangal now operates with an enhanced scope which
Donations
The Company made donations amounting to ` 10.74 crores to various organisations for activities related to healthcare, education,
community and social services, socio-economic development including de-addiction & rehabilitation, preservation of heritage sites
etc.
The Company has also dontated ` 20.00 crores to Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund
(PM – CARES Fund) to fight the COVID-19 pandemic and its fallout on poor sections of the society.
The Company has an established EHS policy and applied to all its manufacturing sites and R & D center. Policy is regularly
evaluated and updated with consideration for International Organization for Standardization (ISO) and other global requirements
to ensure that company’s EHS systems remains globally oriented and best in class.
Our sincere and focused endeavors in EHS domain has brought down all possible causes of incidents leading to safe working
environment resulting into significant reduction in number of incidents.
As a part of green initiative, we achieved major reduction in waste generation, utilization of waste as an alternative fuel and
conservation of energy to reduce environmental impact arising from the plant activities. We are striving for continuously bringing
down the waste quantity to incineration facilities. This year we have disposed-off more than 60% high calorific value hazardous
waste for Co-processing / Pre-processing in cement industries (as an alternate fuel) instead of incineration. We have targeted to
dispose-off 90% of total such waste generation for co-processing in upcoming years. We have made efforts to use canteen food
waste and biological waste from ETP for generation of bio gas which will help us in reduction of 20% annual waste disposal under
landfill category.
Under the Plastic Waste Management Rules, 2016, the Company is registered as a brand owner with Central Pollution Control
Board (CPCB). The Company has initiated Extended Producer Responsibility (EPR) program under these Rules. The Company
has engaged a service provider for collection and sustainable end of disposal of plastic waste on pan India basis.
During the year, Company at all its facilities has implemented a drive on Behavior Based Safety (BBS) to build the proactive safety
culture and encourage employees to immediately correct unsafe acts / conditions.
Majority of the plants are certified for ISO 14001: 2015 (Environment Management Systems) and ISO 45001:2018. newly introduced
standard for Occupational Health & Safety Management system.
Regular audits of our operational units by in-house cross functional teams, global customers, regulators and external third party
auditors help us in achieving benchmark / highest levels of compliance.
The Company’s Contractors are well conversant with our various EHS drives. It is essential for all contractors to receive EHS
training appropriately and follow guidelines stipulated in Project Safety Manual. Abiding by the provisions of this manual, is one of
the key terms of the contract.
Throughout the year, all of the Company’s facilities remained compliant with applicable regulatory requirements pertaining to
Environment, Health & Safety. Major projects activities like green field project of Oncology Plant have been commissioned with
effective compliance of our set procedures for project safety management.
Moreover, the Company has in place the “Conviction of Safety Policy” which provides for substantial compensation to the personnel
(Employees as well as Contractors) and their families, who are adversely affected by any accident.
13
FINANCE
(a) Share Capital
As on 31st March, 2020 the Authorised Capital of the Company is ` 150 crores, divided into 25 crores Equity Shares of ` 5/-
each and 25 lacs Preference Shares of ` 100/- each.
(b) Deposits and Loans, Guarantees and Investments
The Company has neither accepted nor renewed any deposits. None of the deposits earlier accepted by the Company
remained outstanding, unpaid or unclaimed as on 31st March, 2020.
Details of Loans, Guarantees and Investments by Company under the provisions of Section 186 of the Companies Act, 2013,
during the year, are provided in Note 10 and 11 to the Standalone Financial Statements.
During the year the Company issued Commercial Papers (CPs) aggregating to ` 300 crores on private placement basis.
Accordingly, the Company has adopted financial control system and framework to ensure:
Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are
reasonably likely to materially affect, our IFC. The management has also come to a conclusion that the IFC and other financial
reporting was effective during the year and is adequate considering the business operations of the Company.
The Statutory Auditors of the Company has audited the IFC with reference to Financial Reporting and their Audit Report is
annexed as Annexure B and Annexure A to the Independent Auditors’ Report under Standalone Financial Statements and
Consolidated Financial Statements respectively.
All the Independent Directors of the Company have furnished declarations that they meet the criteria of independence as
prescribed under the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”).
During the year under review, the members of the Company have approved (through Postal Ballot):
• Re-appointment of Shri Samir Mehta (holding DIN 00061903) as Executive Chairman of the Company with effect from
1st April, 2020 till 31st March, 2025 subject to provisions contained in Regulation 17(1B) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations Amendment”) which are scheduled to be effective
from 1st April, 2022 or such later date as may be determined by SEBI and upon the Listing Regulations Amendment
coming into effect, Shri Samir Mehta shall cease to be the Executive Chairman of the Company.
• Appointment of Shri Jinesh Shah (holding DIN 00406498) as Director and Whole-time Director designated as Director
(Operations) of the Company for the period of 5 (five) years with effect from 1st August, 2019.
15
As per the provisions of the Companies Act, 2013, Dr. Chaitanya Dutt, Director (Research and Development), (holding DIN
00110312), retires by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.
The brief resume and other relevant documents of the Director being re-appointed are given in the Explanatory Statement to
the Notice convening the AGM, for your perusal.
1 Ms. Nayantara Bali was appointed as Member of the Committee with effect from 6th April, 2019.
The Committee was renamed as Audit Committee from Audit and Risk Management Committee on constitution of separate
Risk Management Committee on 20th May, 2019.
During the year, the Board has accepted all the recommendations made by the Audit Committee.
On cumulative basis since 1st April, 2015, the Company has conducted 60 programs for familiarising the Directors for a total
duration of 52 hours and 45 minutes.
The details of such familiarisation programs for Independent Directors are posted on the website of the Company and can be
accessed at http://www.torrentpharma.com/pdf/cms/Familiarization_Programme_2019-20.pdf
• The obtaining and consolidation of feedback from all directors for the evaluation of the Board and its Committees and
Individual Directors (i.e. Independent and Non Independent Directors) were co-ordinated by the Chairman of the Board.
The feedback on evaluation of the Board and its Committees was discussed in their respective meetings and the
feedback on the evaluation of Individual Directors was discussed individually with them.
• The evaluation of Chairperson was co-ordinated by the Chairman of the Independent Directors meeting.
• The Independent Directors met on 27th January, 2020 with respect to the above process.
i. the applicable Accounting Standards have been followed in preparation of the financial statements and there are no
material departures from the said standards;
ii. reasonable and prudent accounting policies have been used in preparation of the financial statements and that they
have been consistently applied and that reasonable and prudent judgments and estimates have been made in respect
of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at
31st March, 2020 and of the profit for the year ended on that date;
17
iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv. the financial statements have been prepared on a going concern basis;
v. proper internal financial controls were in place and were adequate and operating effectively; proper systems to ensure
compliance with the provisions of applicable laws were in place and were adequate and operating effectively.
REMUNERATION
(a) Remuneration Policy
The Remuneration policy covers the remuneration for the Directors (Chairman, Managing Director, Whole-time directors,
Independent Directors and other non-executive Directors) and other employees (under senior management cadre and
management cadre). The Policy has been formulated with the following key objectives:
• To ensure that employee remuneration is in alignment with business strategy & objectives, organisation values and
long-term interests of the organisation.
• To ensure objectivity, fairness and transparency in determination of employees remuneration.
• To ensure the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate a high
performance workforce and are in compliance with all applicable laws.
It covers various heads of remuneration including benefits for Directors and employees. It also covers the process followed
with respect to annual performance reviews and variables considered for revision in the remuneration. The said Policy is
available on the website of the Company www.torrentpharma.com.
19
Annexure A To the Directors' Report
To enable the shareholders to make reasonable estimate of quantum of dividend that they are likely to receive, it would be
important for them to know and understand the parameters influencing the Company’s decision making in the matter.
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations,
2016 notified on 8th July, 2016, have inserted Regulation 43A in the Listing Regulations requiring top 500 listed companies based
on the market capitalization to frame and adopt a Dividend Distribution Policy. The Policy is also required to be disclosed in the
Annual Report and placed on website of the company.
OBJECTIVE:
The Board of Directors of the Company has already formed broad guidelines for distribution of dividend, which have been disclosed
in the Directors’ Report. Now as required by the Listing Regulations, the Board has formally framed and adopted this Dividend
Distribution Policy.
The policy lays down the parameters and different circumstances that needs to be considered by the Board at the time of taking
the decision for distribution and / or retention of profits.
The Board in its meeting held on 26th October, 2016, had approved this Policy which has been revised by the Board in its meeting
held on 08th February, 2018. Any subsequent amendment / modification in the applicable statues in this regards shall automatically
apply to this Policy.
DEFINITION:
In the Policy, unless the context otherwise requires:
“Act” shall mean the Companies Act, 2013 and the Rules framed thereunder, including any modifications, amendments,
clarifications, circulars or re-enactment thereof.
“Applicable Laws” shall mean the Act, Listing Regulations and such other acts, rules or regulations which govern the distribution
of Dividend; as amended from time to time.
“Board” or “Board of Directors” means the collective body of the Directors of the Company.
“Dividend” means dividend on equity shares of the Company and includes interim dividend.
“Listing Regulations” means Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015 as amended from time to time or any re-enactment thereof.
All the words and expression used in this Policy, unless defined in the Policy, shall have the same meaning respectively assigned
to them under the Applicable Laws.
DIVIDEND POLICY:
Subject to the compliance with Applicable Laws, the Company shall endeavor to distribute approximately 30% of its annual
Consolidated Net Profit after tax without taking into account non-cash charges relating to business acquisition as dividend
c) Any special circumstance or event, including those which are significantly impacting or likely to significantly impact the
operations, working and profits of the Company– both, positively and negatively;
the Board may deviate from the aforesaid criteria, subject to compliance with the provisions of the Applicable Laws and shall
disclose such changes along with the rationale for the same in its annual report and on its website.
The retained earnings shall be utilised for funding the Company’s business and operations, meeting with investment requirement
for organic and inorganic growth and such other purposes as may be deemed fit from time to time.
The payment of dividend for all other classes of shares shall be based on the respective rights attached to each class of shares
as per the terms and conditions of their issue, subject to the Applicable Laws.
The Policy may be reviewed and revised from time to time by the Board.
21
ANNEXURE B TO THE DIRECTORS’ REPORT
Form for disclosure of particulars of contracts / arrangements entered into by the Company with Related Parties referred
to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third
proviso thereto
1. Details of contracts or arrangements or transactions not on arm’s length basis: NIL
(b)
Nature of contracts / arrangements / transactions:
The Company and TPI has entered into following contracts:
i. Manufacturing and Supply of pharmaceutical products by the Company to TPI.
ii. Liaison and regulatory support by TPI to Company.
iii. Product Development by Company for TPI
(d)
Salient terms of the contracts or arrangements of transactions including the value, if any:
1
Material contracts / transactions has been considered based on the definition of material transaction as mentioned under explanation to Sub
Regulation (1) of Regulation 23 of the Listing Regulations.
During the financial year 2019-20, the net value of the transactions with TPI is ` 1,162.04 crores.
23
ANNEXURE C TO THE DIRECTOR’S REPORT
1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken
and a reference to the web-link to the CSR policy and projects or programs
Inspired by noble ideas of the founder Chairman late Shri U N Mehta, Torrent Group underscores its responsibilities as a
corporate citizen and believes in carrying out its industrial and business activities in a socially and environmentally responsible
manner, balancing the needs of all stakeholders and contributing to the upliftment and well being of the disadvantaged
sections of the society.
The Company, as a part of its CSR programmes / activities, made dedicated efforts in the fields of Community Healthcare,
Sanitation & Hygiene, Education & Knowledge Enhancement and Social Care & Concern. It is in this backdrop that the
Company has drawn up its CSR policy and conducted its programmes and activities for the year 2019-20.
l REACH:
Driven by the belief of the Chairman Emeritus, Shri Sudhir Mehta ‘Children are the future of our nation and this
future must be well preserved’, the flagship CSR program of the Group “REACH” – Reach EAch CHild was initiated
in the year 2016 under the aegis of Tornascent Care Institute, a Section 8 Company. REACH has three major pillars:
(a) SHAISHAV (b) JATAN and (c) MUSKAN. Salient achievements are:
“Shaishav”, the first pillar of the programme, targets to establish baseline health status of children in age group
of 6 months to 6 years, through medical camps in 372 villages surrounding the industrial establishments of the
Group. This year, 277 supplementary camps spanning 351 villages were conducted to screen 12,619 new children
subsequent to previous camps. Children identified as anemic and malnourished were provided appropriate
treatment with very encouraging outcomes. Additionally children identified with chronic illnesses were provided
long term treatment with complete handholding. Aggregate 1,471 such children having chronic illnesses have
benefitted from the programme since initiation.
“Jatan”, the second pillar of the programme, encompasses provision of healthcare services to children upto 18
years. Initiated with establishment of 4 state-of-art paediatric primary healthcare facilities, supported by mobile OPD
vans, in areas where Group’s industrial facilities are located, primarily rural areas. The programme was extended
during the year by building a state-of-the-art 150 bed paediatric hospital “Balsangam”, near Sugen Power Plant
at an aggregate capital cost of ` 135 crores. The hospital, inaugurated in February 2020, will provide free-of-cost
OPD and in-patient services and is eventually planned to be established as a center of excellence in secondary
and tertiary paediatric care in multiple super specialties. “Balsangam” is expected to benefit children residing in
about 500 villages in a radius of 40 kms. In addition, ‘Sumangal’ (the erstwhile “Swadhar”) community healthcare
facility was integrated into the ‘Rangtarang’ hospital complex and expanded from a community healthcare center to
multidisciplinary clinic for patients of all ages. “Sumangal” provides general and specialised healthcare services at
a nominal charge of ` 10 per visit.
The well-equipped paediatric hospital at Sugen and primary paediatric health centers at other 3 locations, namely,
Dahej, Balasinor and Indrad progressed well during the year. The Sugen center added diagnostic capabilities
during the year. For the year 2019-20, 1,37,297 children benefited from the services of these pediatric centers and
associated mobile OPD vans.
Under “Muskaan”, the third pillar of the program, counselling and support was provided to rural adolescent girls
around Sugen, Dahej & Indrad centers covering menstrual hygiene and sanitation, by providing free health and
hygiene kits. About 6,000 adolescent girls from 125 villages, between 11-18 years of age were provided kits on
monthly basis during the year. This programme has helped gradual eradication of physiological and social taboos
and increased confidence and self-esteem of the beneficiaries. It is planned to expand the coverage under this
programme.
The targeted population includes patients waiting for consultation at Jatan, mothers hailing from villages where
camps are conducted and others who come in contact during follow up interventions. 41,230 villagers from 351
supplementary camp villages and 65,737 children from 493 primary schools have benefited from the sessions.
During the year, a healthcare awareness drive through daily SMS containing a topical health message in Gujarati
language was started, covering more than 80,000 villagers, mainly beneficiaries under our various programmes
across all the four locations.
l Shiksha Setu :
The Teaching and Learning Programme, conducted through UNM Foundation completed fourth year of Phase II. This
programme covers 13 government primary schools located near Sugen, Chhatral, Chhapi, Memadpur and Ahmedabad
locations having 4,600+ students and 150+ teachers of 1-8 standards. Focus in the year 2019-20 continued to be on
enhancing learning levels of students through academic workshops and technology based education tools provided in
the schools. About 4,200 students from 3rd to 8th standard (from 13 program schools and 7 control schools) participated
in technology based learning assessment and achieved 20.26% YOY improvement in learning levels as compared to
previous year’s result.
Based on the analysis of the outcomes, remedial sessions for enhancing foundation skills of academically weak students
were carried out. Continuous inputs were provided to teachers and students on enhancing academic skills, positive
wellbeing and life skills through various workshops. About 600+ parents have been contacted through sensitization
meetings and individual home visits. Family meetings were also conducted for academically weak and irregular students.
The CSR Policy and approved CSR budget for the year 2019- 20 are available for reference on the website of the Company
at:
http://www.torrentpharma.com/pdf/investors/CSRPolicy.pdf &
http://www.torrentpharma.com/pdf/investors/CSR_Plan_2019-20.pdf respectively.
• three thrust areas in which CSR activities are planned - (a) Community Healthcare, Sanitation & Hygiene (b) Education
& Knowledge Enhancement (c) Social Care & Concern.
• the CSR projects are conducted, preferably in areas where the Company has industrial or business presence, after
approval of CSR Committee and Board. Half-yearly review of the implementation of the CSR Policy and Plan is done by
the CSR Committee.
• CSR Projects may be implemented directly by the Company wherein Company implements the CSR Projects on its
own or through dedicated CSR vehicles (section 8 companies) promoted by it and / or indirectly wherein the Company
implements the CSR Projects through an external entity engaged in charitable activities.
25
2. The Composition of CSR Committee:
1
Appointed as Member w.e.f. 6th April, 2019
3. Average net profit of the Company for last three financial years: ` 843 crores.
4. Prescribed CSR Expenditure (2% of the above amount): ` 16.85 crores.
5. Details of CSR spent during the Financial Year.
a) Total amount spent for the year 2019- 20: ` 18.07 crores.
b) Amount unspent, if any: Nil
c) Manner in which the CSR amount was spent during the FY 2019-20 is detailed below:-
(` in crore)
1 2 3 4 5 6 7 8
Sr. CSR Project Sector in which the Projects or Programs: Amount Amount spent Cumulative Amount Spent :
No. or Activity Project is covered (1) Local area or other; Outlay on the projects expenditure Direct or through
Identified (2) Specify the State and (Budget) or programs upto the implementing
District where projects Project or Subheads: reporting agency
or programs were Program (1) Direct period*
undertaken wise expenditure
on projects
or programs,
(2) Overheads
1 REACH - Community Various districts in the 14.58 14.55 79.54 Directly:
Paediatric Healthcare, Sanitation State of Gujarat like (1) Through
Healthcare and Hygiene Kamrej, Mandvi, Mangrol, Tornascent
Programme (Promoting healthcare Olpad in Surat, Vagra, Care Institute
including preventive Amod in Bharuch, (Section 8
healthcare) Balasinor in Mahisagar, Company of
Jotana, Kadi in Mehsana, the Group)
Galteshwar, Kapadvanj,
Kathlal, Thasra, Nadiad in (2) By Company
Kheda, Kalol in
Gadhinagar
2 Development Social Care and Ahmedabad, Gujarat 1.30 1.30 14.25 Directly:
and Maintenance Concern (Ensuring Through UNM
of Public Parks environmental Foundation
sustainability, (Section 8
ecological balance Company of the
and protection of flora Group)
and fauna)
3 Shiksha Setu Education and Sabarmati in Ahmedabad, 0.35 0.35 7.35 Directly:
(Quality Knowledge Kamrej in Surat, Vadgam Through UNM
Education Enhancement in Banaskantha Kadi in Foundation
Programme) (Promoting education) Mehsana, in the State of (Section 8
(Rural and Urban Gujarat Company of the
Slum Area)$ Group)
4 Primary School a. Education and At Village Bhud and 0.54 0.54 1.57 Directly by
Education & Knowledge Makhnu Majra (Rural Company
Community Enhancement Area, Baddi), Ta
Development (Promoting Nalagarh, Dist Solan,
work education) Himachal Pradesh
b. Community
Development Work
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or
any part thereof, the Company shall provide the reasons for not spending the amount in its Board’s Report.
Not Applicable
7. The CSR Committee confirms that the implementation and monitoring of the CSR Policy, is in compliance with CSR objectives
and Policy of the Company.
27
ANNEXURE D TO THE DIRECTORS’ REPORT
A. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2019-
20 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the
year 2019-20 are as under:
B. The percentage increase in the median remuneration of employees in the financial year under review is 8.09%. The employees
whose remuneration is determined based on negotiations, employees who have not received the increment for full year and
the employees at representative offices of the Company abroad have been excluded for this purpose.
C. The Company has 12,881 employees on the rolls of Company as on 31st March, 2020.
D. The increase made in the salaries of employees other than managerial personnel during the year under review was 10.82%
while the increase in managerial remuneration was 27.28%. Increase in remuneration of Shri Samir Mehta is in consideration
to the impressive performance of the Company over the last few years.
E. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.
F. The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of
the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the
said information is available for inspection by the Members at the Registered Office of the Company during business hours
on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such
statement may write to the Company Secretary at the Registered Office of the Company.
Form No. MR - 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 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]
To,
The Members,
Torrent Pharmaceuticals Limited,
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Torrent Pharmaceuticals Limited (CIN: L24230GJ1972PLC002126) (hereinafter called “the Company”). Secretarial
Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances
and expressing my opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the
conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial
year ended on 31st March, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and Compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company,
having its Registered Office at “Torrent House, Off Ashram Road, Ahmedabad – 380 009 for the financial year ended on
31st March, 2020 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to
the Company during the Audit Period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not applicable to the
Company during the Audit Period)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the
Company during the Audit Period)
29
(vi) The Company has complied with the following other specific applicable laws to the Company:
We have also examined compliance with the applicable clauses of the following:
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were usually sent
seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
All the decisions were taken unanimously in the Board & its Committees.
We further report that there are adequate systems and processes in the company commensurate with the size and operations
of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the company has no specific events / actions having a major bearing on the
company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc except the following:
1. During the year, the Company has raised ` 300 crores through Commercial Paper (CP).
2. During the year, the Company has issued Rated Secured Unlisted Redeemable Non-Convertible Debentures of ` 300 crores.
3. The Company has cancelled (earlier forfeited) 14,000 Equity shares of ` 5/- each on which ` 35,000/- was paid up and the
Subscribed capital of the Company stands reduced to that extent.
Mahesh C. Gupta
Proprietor
Ahmedabad FCS: 2047 (CP: 1028)
26th May, 2020 UDIN: F002047B000280666
Note: This Report is to be read with our Letter of even date which is annexed as Annexure “A” and forms an integral part of this report.
To,
The Members,
Torrent Pharmaceuticals Limited,
1. Maintenance of Secretarial Record is the responsibility of the management of the Company. Our responsibility is to express
an opinion on Secretarial Records based on our Audit.
2. We 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. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. In the situation of COVID-19 pandemic and resultant lockdown, we have conducted the Secretarial Audit based upon the
online documents / information provided by and discussion with the management without personal visit to the Company’s
premises.
4. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
5. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations
and happening of events etc.
6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
the management. Our examination was limited to the verification of the procedures on test basis.
7. 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.
Mahesh C. Gupta
Proprietor
Ahmedabad FCS: 2047 (CP: 1028)
26th May, 2020 UDIN: F002047B000280666
31
ANNEXURE F TO THE DIRECTORS’ REPORT
Jamil Khatri
Partner
Mumbai Membership No: 102527
26th May, 2020 ICAI UDIN: 20102527AAAAAU8465
i) CIN : L24230GJ1972PLC002126
ii) Registration Date : 15th July, 1972
iii) Name of the Company : Torrent Pharmaceuticals Limited
iv) Category / Sub-Category of the Company : Public Company limited by shares
v) Address of the Registered office and contact details : Torrent House, Off Ashram Road, Ahmedabad 380 009
Phone: +91 79 26599000 Fax: +91 79 26582100
vi) Whether listed company Yes / No : Yes
vii) Name, Address and Contact details of Registrar and : KFIN Technologies Private Limited
Transfer Agent, if any Unit : Torrent Pharmaceuticals Limited
Selenium Tower-B, Plot No. 31 & 32, Financial District,
Gachibowli, Hyderabad - 500 032
Phone: +91 40 67162222 Fax: +91 40 23001153
Sr. Name and Description of main products / services NIC Code of the % to total turnover of
No. product / service the Company
1 Pharmaceutical Products 210 100.00%
33
Sr. Name and Address of the Company CIN/GLN Holding / % of Applicable
No. Subsidiary / shares Section
Associate held
8 Laboratorios Torrent, S.A. de C.V., Mexico, NA Subsidiary 100.00% Section 2(87)
AV Insurgentes Sur No. 2453, Piso 8, Oficina 805,
Col. Tizapan C.P. 01090, Ciuded de Mexico.
9 Torrent Australasia Pty. Ltd, Australia, NA Subsidiary 100.00% Section 2(87)
Coleman and Greig, Level 9, 100 George Street,
Parramatta, NSW – 2190, Australia.
10 Heunet Pharma GmbH, Germany, NA Subsidiary 100.00% Section 2(87)
Südwestpark 50, 90449 Nürnberg, Germany.
11 Norispharm GmbH, Germany, NA Subsidiary 100.00% Section 2(87)
Südwestpark 50, 90449 Nürnberg, Germany.
12 Torrent Pharma (Thailand) Co. Ltd., Thailand NA Subsidiary 100.00% Section 2(87)
23/1 Soi Arkan Pibulwattana, Rama 6 Road, Kwaeng
Phayathai, Khet Phayathai, Bangkok 10400, Thailand.
13 Torrent Pharma (UK) Ltd.,UK, NA Subsidiary 100.00% Section 2(87)
Third floor, Nexus Building, 4 Gatwick Road, Crawley,
West Sussex, RH10 9BG, UK.
14 Torrent Pharma S.R.L., Romania NA Subsidiary 100.00% Section 2(87)
Str. Paleologu nr.24, Basement, Office No.1, 030552
Sector 3 – Bucharest.
15 Laboratories Torrent Malaysia Sdn. Bhd., Malaysia, NA Subsidiary 100.00% Section 2(87)
E-08-08, Plaza Mont Kiara, No. 2 Jalan Kiara,
Mont Kiara, 50480 Kuala Lumpur.
16 Torrent Pharma France, France NA Subsidiary 100.00% Section 2(87)
15 Rue Taitbout 75009 Paris.
17 Tornascent Care Institute (Section 8 company) U85100GJ- Associate 50% Section 2(6)
“Samanvay”, 600, Tapovan, Ambawadi, 2015NPL082291
Ahmedabad - 380015, Gujarat, India.
18 UNM Foundation (Section 8 company) U85110GJ- Associate 50% Section 2(6)
“Samanvay”, 600, Tapovan, Ambawadi, 2015NPL083340
Ahmedabad - 380015, Gujarat, India.
Aptil Pharma Limited, UK was dissolved w.e.f. 15th October, 2019.
@ Earlier known as Torrent Private Limited
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) :
i) Category-wise Shareholding
Category of Shareholder No. of the shares held at the beginning No. of shares held at the end of the %
of the year 01/04/2019 year 31/03/2020 change
Demat Physical Total % of Demat Physical Total % of during
total total the year
shares shares
PROMOTER AND PROMOTER
GROUP
INDIAN
Individual / HUF 1000 - 1000 0.00 1000 - 1000 0.00 0.00
Central Government / State - - - - - - - - -
Government(s)
Bodies Corporate 120563720 - 120563720 71.25 120563720 - 120563720 71.25 -
Financial Institutions / Banks - - - - - - - - -
Others - - - - - - - - -
35
(ii) Shareholding of Promoters
Sr. Shareholder’s Name Shareholding at the beginning of the Shareholding at the end of the year % change
No. year 01/04/2019 31/03/2020 in share
holding
No. of % of total % of Shares No. of % of total % of Shares
during the
Shares Shares Pledged / Shares Shares Pledged /
year
of the encumbered of the encumbered
Company to total Company to total
shares shares
1 Sudhir Uttamlal Mehta (HUF) 100 0.00 - 100 0.00 - -
2 Samir Uttamlal Mehta (HUF) 100 0.00 - 100 0.00 - -
3 Sudhir U Mehta 100 0.00 - 100 0.00 - -
4 Samir U Mehta 100 0.00 - 100 0.00 - -
5 Anita S Mehta 100 0.00 - 100 0.00 - -
6 Sapna S Mehta 100 0.00 - 100 0.00 - -
7 Jinal S Mehta 100 0.00 - 100 0.00 - -
8 Varun S Mehta 100 0.00 - 100 0.00 - -
9 Shaan Mehta 100 0.00 - 100 0.00 - -
10 Aman Mehta 100 0.00 - 100 0.00 - -
Torrent Investments Private
11 120563720 71.25 - 120563720 71.25 26.00* -
Limited@
Total 120564720 71.25 - 120564720 71.25 26.00 -
@ Earlier known as Torrent Private Limited
* Torrent Investments Private Limited (“Promoter”), as promoter of the Company was obligated by virtue of certain covenants / negative
covenants agreed by the Company in the loan agreements executed with various lenders that the promoter should continue to hold
Management Control (inter-alia holding at least 26% of the equity share capital of the Company or otherwise) during the period such loans
are outstanding. The covenants / negative covenants did not create pledge or similar security charge on the equity shares. The Company
has deleted such management covenents by executing necessary amendments to such loan agreements with the banks during April, 2020
and therefore the encumbrance stands released in April 2020.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. For Each of the Top 10 Shareholding at the Increase / (Decrease) Cumulative Shareholding at
No. Shareholders beginning of the year in Shareholding during Sharehoding during the end of the year
01/04/2019 the year* the year 31/03/2020
No. of % of total Date No. of No. of % of total No. of % of total
shares shares shares shares shares shares shares
of the of the of the
Company Company Company
1 UTI Mutual Fund# 2296638 1.36 05-04-2019 (74000) 2222638 1.31 2307920 1.36
12-04-2019 (45000) 2177638 1.29
26-04-2019 (1814) 2175824 1.29
17-05-2019 (56496) 2119328 1.25
14-06-2019 2000 2121328 1.25
37
Sr. For Each of the Top 10 Shareholding at the Increase / (Decrease) Cumulative Shareholding at
No. Shareholders beginning of the year in Shareholding during Sharehoding during the end of the year
01/04/2019 the year* the year 31/03/2020
No. of % of total Date No. of No. of % of total No. of % of total
shares shares shares shares shares shares shares
of the of the of the
Company Company Company
24-05-2019 47732 1974584 1.17
31-05-2019 92197 2066781 1.22
07-06-2019 7905 2074686 1.23
14-06-2019 143 2074829 1.23
21-06-2019 50032 2124861 1.26
28-06-2019 (745) 2124116 1.26
05-07-2019 (204) 2123912 1.26
19-07-2019 (3526) 2120386 1.25
26-07-2019 36288 2156674 1.27
02-08-2019 (23) 2156651 1.27
09-08-2019 (90) 2156561 1.27
16-08-2019 (87) 2156474 1.27
23-08-2019 (77) 2156397 1.27
30-08-2019 (1344) 2155053 1.27
06-09-2019 5792 2160845 1.28
20-09-2019 (682) 2160163 1.28
27-09-2019 (81) 2160082 1.28
04-10-2019 (83) 2159999 1.28
11-10-2019 14981 2174980 1.29
18-10-2019 (15443) 2159537 1.28
25-10-2019 (20493) 2139044 1.26
01-11-2019 (192) 2138852 1.26
08-11-2019 (1133) 2137719 1.26
15-11-2019 (241) 2137478 1.26
22-11-2019 (659) 2136819 1.26
29-11-2019 (61629) 2075190 1.23
06-12-2019 (75462) 1999728 1.18
13-12-2019 (260) 1999468 1.18
20-12-2019 4000 2003468 1.18
20-12-2019 (4769) 1998699 1.18
27-12-2019 (162) 1998537 1.18
31-12-2019 (394) 1998143 1.18
03-01-2020 (840) 1997303 1.18
10-01-2020 (668) 1996635 1.18
17-01-2020 (32854) 1963781 1.16
24-01-2020 (50783) 1912998 1.13
31-01-2020 244 1913242 1.13
07-02-2020 (25713) 1887529 1.12
14-02-2020 (274) 1887255 1.12
21-02-2020 (27718) 1859537 1.10
28-02-2020 (48650) 1810887 1.07
06-03-2020 (24432) 1786455 1.06
39
Sr. For Each of the Top 10 Shareholding at the Increase / (Decrease) Cumulative Shareholding at
No. Shareholders beginning of the year in Shareholding during Sharehoding during the end of the year
01/04/2019 the year* the year 31/03/2020
No. of % of total Date No. of No. of % of total No. of % of total
shares shares shares shares shares shares shares
of the of the of the
Company Company Company
5 T. Rowe Price 1353648 0.80 - - 1353648 0.80 1353648 0.80
International Discovery
Fund
6 Fidelity Investment Trust 1796107 1.06 12-04-2019 (64700) 1731407 1.02 1304578 0.77
19-04-2019 (34300) 1697107 1.00
26-04-2019 (221900) 1475207 0.87
17-05-2019 (223067) 1252140 0.74
24-05-2019 (164127) 1088013 0.64
14-06-2019 (289506) 798507 0.47
28-06-2019 (44081) 754426 0.45
05-07-2019 (195258) 559168 0.33
12-07-2019 (42696) 516472 0.31
19-07-2019 (516472) 0 0.00
31-01-2020 97800 97800 0.06
07-02-2020 646628 744428 0.44
14-02-2020 417572 1162000 0.69
13-03-2020 142578 1304578 0.77
7 Reliance Mutual Fund# 1258516 0.74 05-04-2019 396 1258912 0.74 1229165 0.73
12-04-2019 864 1259776 0.74
12-04-2019 (50000) 1209776 0.71
19-04-2019 336 1210112 0.72
19-04-2019 (264) 1209848 0.71
26-04-2019 96 1209944 0.72
26-04-2019 (397) 1209547 0.71
03-05-2019 115 1209662 0.71
10-05-2019 (2410) 1207252 0.71
17-05-2019 240 1207492 0.71
24-05-2019 119 1207611 0.71
31-05-2019 1332 1208943 0.71
07-06-2019 25288 1234231 0.73
07-06-2019 (2713) 1231518 0.73
14-06-2019 (60) 1231458 0.73
21-06-2019 56605 1288063 0.76
28-06-2019 152225 1440288 0.85
05-07-2019 17360 1457648 0.86
12-07-2019 156 1457804 0.86
19-07-2019 20336 1478140 0.87
26-07-2019 14144 1492284 0.88
26-07-2019 (13000) 1479284 0.87
02-08-2019 12 1479296 0.87
09-08-2019 7699 1486995 0.88
09-08-2019 (7813) 1479182 0.87
16-08-2019 60 1479242 0.87
41
Sr. For Each of the Top 10 Shareholding at the Increase / (Decrease) Cumulative Shareholding at
No. Shareholders beginning of the year in Shareholding during Sharehoding during the end of the year
01/04/2019 the year* the year 31/03/2020
No. of % of total Date No. of No. of % of total No. of % of total
shares shares shares shares shares shares shares
of the of the of the
Company Company Company
8 Dushyant Shantilal 1201735 0.71 - - 1201735 0.71 1201735 0.71
Shah#
9 Abu Dhabi Investment 300000 0.18 26-07-2019 75686 375686 0.22 1069976 0.63
Authority# 16-08-2019 74288 449974 0.27
23-08-2019 25000 474974 0.28
18-10-2019 122000 596974 0.35
25-10-2019 83002 679976 0.40
13-12-2019 100000 779976 0.46
06-03-2020 290000 1069976 0.63
10 Amundi Funds SBI FM 137747 0.08 05-04-2019 486527 624274 0.37 1053883 0.62
India Equity 12-04-2019 300726 925000 0.55
26-04-2019 94000 1019000 0.60
29-11-2019 34883 1053883 0.62
* Change in shareholding is due to transfer of shares by way of sale / purchase. The transactions details have been captured based on the
weekly beneficiary position received from the depositories.
# Shareholding is consolidated based on permanent account number (PAN) of the shareholders.
43
B. Remuneration to other directors:
(` in lacs)
Sr. Particulars of Remuneration Name of Directors Total
No. Shri Shri Ms Ms Shri Amount
Shailesh Haigreve Ameera Nayantara Sudhir
Haribhakti Khaitan Shah Bali Mehta*
Independent Directors
1 Fee for attending Board / Committee 15.00 14.00 13.00 13.00 - 55.00
meetings
2 Commission 28.50 27.00 24.00 28.50 - 108.00
Total (a) 43.50 41.00 37.00 41.50 - 163.00
Other Non-Executive Directors
1 Fee for attending Board / Committee - - - - - -
meetings
2 Commission - - - - 500.00 500.00
3 Others, please specify - - - - - -
Total (b) - - - - 500.00 500.00
Total (c)=(a+b) 43.50 41.00 37.00 41.50 500.00 663.00
Total Managerial Remuneration (A + B) 3784.24
Overall Ceiling as per the Act (11% of the
12133.66
Net Profit, excluding sitting fees)
*Subject to shareholders’ approval.
PARTICULARS REQUIRED UNDER THE RULE 8(2) OF THE COMPANIES (ACCOUNTS OF COMPANIES)
RULES, 2014
A. CONSERVATION OF ENERGY
1. Steps taken or impact on conservation of energy:
• New Heat pump system (3 x 750 KW) installed at Indrad plant for generation of hot water and chilled water from
existing chilled water return header.
• Power factor maintained near Unity at various plants resulted curtailment of power losses and rebate from state
electricity boards.
• Contract Demand for Grid power reduced to the optimal level at various sites.
• Continuously operating water circulation pumps (55 kW) have been replaced with higher efficiency pumps.
• Chiller efficiency enhancement by installation of VFDs, auto brushing system for condensers and auto on/off for
cooling tower fans.
• Plant flash steam utilized at Heat Exchangers instead of RAW steam resulting in saving of 3400 Ton steam / year
at Baddi plant.
• Bio gas plant is under commissioning at Indrad and Dahej plant which will convert canteen waste & ETP sludge to
produce Bio gas and the same will be used as a fuel for canteen.
B. TECHNOLOGY ABSORPTION
Particulars with respect to technology absorption are given below:
2. Benefits derived like product improvement, cost reduction, product development or import substitution:
The technologies adopted so far have given us the cost effective and robust quality products. Also in some of the low
dosage drugs, the Company has developed dry manufacturing process either by using roll compactor or by direct mixing,
which leads to minimum usage of organic solvents and thus making process cost effective as well as environmental
friendly.
45
3. Information of technology imported during last three years:
Sr. Technology Imported Year of Import
No.
1 Absolute humidity control in coating machine for specialized products 2019-20
2 Online Tablet/Capsule inspection system on counting machine 2019-20
3 GC-Triple Quadrupole Mass Spectrometer (GC-MS/MS) 2019-20
4 GC MS-MS 2019-20
5 Inductively Coupled Plasma Mass Spectrometer (ICP-MS) 2018-19
6 Lab Lyophilizer 2018-19
7 Micro Fluidizer 2018-19
8 Laser based Tablet drilling machine 2017-18
9 Mespack Sachet Pack Machine 2017-18
10 Process Analytical Tool - Near Infra Red (PAT - NIR) 2017-18
11 O’Hara Coater 2017-18
12 Sterile powder filling /Sealing machine 2017-18
13 Vial Filling Machine 2017-18
14 Advance flow Reactor 2017-18
15 Centrifugal extractor 2017-18
16 Agitated Thin Film Dryer (ATFD/ATFE) 2017-18
17 High potent/Containment facility for APIs 2017-18
18 Compression Machine (KorschXm 12) 2017-18
19 Gastro Plus Software 2017-18
20 Handheld Raman Analyzer 2017-18
21 Ribbon Density Analyzer - Import 2017-18
22 Jacketed reactor with homogenizer, vacuum and stirrer 2017-18
4. Expenditure on R&D:
(` in crores)
Particulars 2019-20
Total R&D expenditure including Capital expenses 380.90
Total R&D expenditure as a percentage of turnover 6.32%
To
The Shareholders
CAVEAT
Shareholders are cautioned that certain data and information external to the Company is included in this section. Though these data
and information are based on sources believed to be reliable, no representation is made on their accuracy or comprehensiveness.
Further, though utmost care has been taken to ensure that the opinions expressed by the management herein contain their
perceptions on most of the important trends having a material impact on the Company’s operations, no representation is made
that the following presents an exhaustive coverage on and of all issues related to the same. The opinions expressed by the
management may contain certain forward-looking statements in the current scenario, which is extremely dynamic and increasingly
fraught with risks and uncertainties. Actual results, performances, achievements or sequence of events may be materially different
from the views expressed herein. Shareholders are hence cautioned not to place undue reliance on these statements and are
advised to conduct their own investigation and analysis of the information contained or referred to in this section before taking
any action with regard to their own specific objectives. Further, the discussion following herein reflects the perceptions on major
issues as on date and the opinions expressed here are subject to change without notice. The Company undertakes no obligation
to publicly update or revise any of the opinions or forward-looking statements expressed in this section, consequent to new
information, future events, or otherwise.
NOTE
Except stated otherwise, all figures, percentages, analysis, views and opinions are on consolidated financial statements of
Torrent Pharmaceuticals Limited and its wholly owned subsidiaries (jointly referred as Torrent or Company, hereinafter). Financial
information presented in various sections of the Management Discussion and Analysis is classified under suitable heads, which
may be different from the classification reported under the Consolidated Financial Statements. Some additional financial information
is also included in this section, which may not be readily available from the Consolidated Financial Statements. Previous year’s
figures have been regrouped, wherever necessary, to make it comparable with the current year.
47
Global Pharma Market:
Life science sector is bringing a surge of innovation to patients and healthcare systems, launching products at a more rapid
rate and in a greater number of therapy areas. Several changes in the marketplace for medicines have simultaneously created
a more challenging commercial environment for manufacturers to optimize treatment for cost conscious payers and adopt new
technological approaches for customer engagement to prove the value of their medicines. It is expected to see sales growth due to
increasing demand from an ageing population, prevalence of chronic and communicable diseases, improved economic standards
in key geographies and evolving scientific and technology advancements. The global pharmaceutical sales grew by around 6%
in the year 2019 compared to 5% in the year 2018 and key growth drivers continue to be shift towards use of generic medicines
accompanied by patent expiries mainly in the regulated market and higher growth in Pharmerging markets. During 2019, share of
US, Europe and Emerging markets in global pharmaceutical sales remained relatively static compared to 2018.
The largest pharmaceutical market, US is estimated to be approximately US$ 510 Bn in 2019 registering a growth of around 6.5%
(compared to 5.7% in 2018)4. The market is expected to grow at a CAGR of 3% to 6% through 2024. Growth will be primarily driven
by specialty, orphan, oncology drugs and will be offset by the impact of losses of brand exclusivity and uptake of biosimilars.
Top 5 European market is estimated to be approximately US$ 174 Bn in 2019. As compared to CAGR of 4.0% during 2014 to 2019,
the market is expected to grow at a CAGR of around 3% to 6% through 2024.
The Pharmerging markets mainly led by China, Brazil, India and Russia are estimated to be US$ 358 Bn and expected to grow at
a CAGR of 5% to 8% through 2024, as compared to CAGR of around 7% during 2014 to 2019. Pharmerging market growth will be
driven by healthcare expansions and greater access new therapies leading to greater volume use and spending. However, most of
the products used in these countries being non-original products will aid in keeping spending low despite expanding volume. With
the result, most countries will have slower growth than historical CAGRs. In these markets, a sustained infrastructure will need to
be maintained and augmented to ensure expanded delivery of care to patients is possible.
The global spending on medicines reached US$ 1.25 trillion in 2019 and is expected to be around US$ 1.6 trillion by 2024 growing
at 3% to 6% CAGR compared to CAGR of 4.7% during 2014 to 2019. The growth is projected to be slow in the next five years
due to impact of high number of new medicines offset by declining price growth combined with and increasing brand losses of
exclusivity. Approximately 270 new molecular entities are expected to be approved between 2020 and 2024, compared to 236
from 2015 to 2019, contributing to the rise in new brand spending. New brand spending growth is expected to be largely driven
by oncology, autoimmune, other immunology treatments and many other niche and orphan treatments. However, prices of new
product launches do not rise in most developed countries but declines typically based on government price restructuring or
negotiations on specific products2.
Global Spending and Growth, 2014-2024 US$Bn3
Spending Growth
CAGR 3-6%
320-350 1,570-1,600
CAGR 4.7%
256 1,250
994
Specialty and Innovative products: Specialty medicines are used in treatment of complex, rare or chronic diseases. Specialty
medicine spending currently account for 36% of global spending and is projected to account for 40% of global spending in 2024.
New specialty products are increasingly in niche areas, primarily driven by oncology, immunology, autoimmune, HIV and multiple
sclerosis therapies and likely to affect more to small patient populations in the developed markets. In developed markets, 44% of
spending is on specialty products in 2019 and is expected to reach 52% in 2024. With the rise in specialty products for smaller
patient populations, the likelihood of breakthrough therapies coming to market that significantly impact patient care or provide a
cure will increase. Oncology spending is expected to remain the largest contributor to the specialty spending with the projected
2
increase of 51% through 2024 .
Immunotherapy have been representing an innovative shift in the cancer treatment with global market size at US$ 88 Bn in the
year 2019 and further estimated to reach around US$ 159 Bn by 2024 with a CAGR of 12.5% during 2019 to 2024.
Biosimilars: Biosimilar products are an identical copy of an original product already authorized for use and offer new therapeutic
options with the potential for cost savings to the healthcare system. The biosimilar market reached a value of US$ 5.1 Bn in 2019
and projected to reach US$ 24.5 Bn by 2025 growing at a CAGR of nearly 30% during the next five years.
Artificial Intelligence (AI) : AI uses smart algorithms to analyze complex healthcare databases that can provide crucial knowledge.
AI technology helps the companies to collect and analyze patient records, design treatment plans, provide medication facilities
to patients through mobile applications, develop drugs, improve clinical trial outcomes and streamline drug discovery process.
The companies are also deploying big data analytics program, which provides greater knowledge, new techniques to harness the
under-leveraged data and gain insights for making business decisions on time. These emerging technologies will help companies
to improve study design, physician and patient recruitment, in-trial decision making, as well as increase efficiency and accuracy in
other critical tasks such as transformation in supply chain all the way through to regulatory filing.
Prescription Digital Therapeutics: A new treatment modality is emerging as mobile apps are increasingly submitted to the USFDA
for clearance or approval and come to market as prescription digital therapeutics. These are new mobile or software applications
coming to market as prescription devices with indications and disease-specific treatment. Adoption success is likely to be driven
by the strength of clinical evidence and outcomes data, the simplicity for channels of distribution, ease-of-use and awareness
strategies.
Precision Medicine: Precision medicine, also known as personalized medicine is a process of diagnosing and tailoring customized
medicines and treatment based on an individual’s predicted response. While considered a niche, precision medicine is slowly
gaining momentum with more and more of such medicines passing the clinical stage and getting ready for the new-age market.
Growth Drivers:
Longer Life Expectancy: With declining fertility and increased
longevity, the relative size of older age groups is increasing.
Longer Life Changing
Individuals are becoming increasingly health conscious Expectancy Lifestyle
and medical science continues to advance, number of
older people is growing faster than the number of people in
younger age groups. Older people (representing aged 65 and
older) is projected to increase from 9% in 2019 to 16% by
20505. These scenarios are expected to promote healthcare Growth Improving
Healthcare
spending. Drivers Purchasing
Innovations
Power
Changing Lifestyle: In today’s world, sedentary lifestyle,
changing dietary habits, hectic and stressful life, less sleep
and certain environmental factors causes higher incidence Digital and Health
of chronic diseases. This include obesity, hypertension, Advanced Insurance &
depression, diabetes, cardiovascular diseases and other Analytics Infrastructure
physical problems.
49
Improving Purchasing Power: The middle-class population as well as per capital income continues to expand, driving demand for
healthcare solutions. This expansion is likely to be more prominent in emerging markets.
Health Insurance & Infrastructure: Penetration of health insurance is expected to surge with the government sponsored initiatives
and programs. Increase in private sector insurance will also play an important role in affordability for higher cost. Moreover, medical
infrastructure due to setting up / renovation of hospitals and healthcare centers, procurement of medical equipment and devices
and improvement in medical education is expected to give healthcare providers the tools and resources necessary to treat their
patients.
Digital and Advanced Analytics: Major technological shifts over the past few years have encouraged a rapid increase in the use
of Advanced Analytics (AA). Globally, the pharma industry have seen the usage of AA driving growth and productivity across the
pharmaceuticals value chain, including R&D, manufacturing, quality, supply chain, sales, etc. Patients are also better informed and
aware of the healthcare choices available to them through technological advances such as mobile apps and healthcare devices.
Global life science industry is at a juncture where it will need to adopt to the changing landscape to ride the wave of significant
future opportunities. To cope with the ever-changing business regime, pharma companies work towards establishing superior
variants such as portfolio enhancement, creation of more complex products, capability augmentation, entering new regions,
targeting cost leadership and establishing lean structures.
Future of Generics:
A generic drug is a pharmaceutical drug that contains the same chemical substance, intended use, effects, side effects, risks,
safety and strength as a drug that was originally protected by chemical patents. Global generic drug market reached around
US$ 367 Bn in 2019, registering a CAGR of 5.7% during 2014 to 2019. The increasing number of patent expiry for leading
branded drugs, government initiatives boosting the generic drug usage for prevailing chronic diseases, growing ageing population,
adoption of complex generics and industry consolidation will drive the growth of generic drugs market across the world. However,
companies in the generic drug market face several disruptive factors that negatively affect the growth such as downward pricing
pressure from increasing competition, stringent government regulations and regulatory compliance leading to higher regulatory
costs, further aggravating their profit margins. Despite these challenges, the market is expected to exhibit steady growth in the
future. The generic market is expected to reach US$ 497 Bn by 2025, with a CAGR of around 5.2% during 2020 and 2025.
Generic medicines already account for more than 80% in terms of volume of all drugs dispensed across the world and increased
focus on bringing down healthcare expenditures would continue to help drive growth in generics market. The market of the
generic drugs consists of both branded generics and non-branded generics. Branded generic drugs are marketed under another
company’s brand name but they are bioequivalent to their generic counterparts. The global sales of branded generic drugs is
expected to grow at a CAGR of 8% through 2029 nearly doubling its revenues. It is expected that the global branded generics
market will lead by China, India and Asia Pacific (excluding Japan). Drugs for cardiovascular diseases and diabetes, which account
more than 20% of total sales of branded generics in the global market are projected to remain at the top over the next 10 years.
In terms of therapeutic application areas, oncology is reflecting promising growth along with increasing demand for drugs in
gastrointestinal disease treatments within the branded generic segment. The global demand for non-branded generic drugs will
continue to grow as governments, payers and consumers pursue avenues to reduce healthcare costs mainly in the developed
economies. In emerging markets, branded generics will be the key drivers of growth for the overall generics market due to
macroeconomic factors like rising per capita incomes, growing healthcare awareness, increasing medical insurance penetration
and higher incidence of chronic ailments.
The US generic market remains the largest generic drugs market as nearly 90% of total generic prescriptions were dispensed in
the US. The US generic market reached a value of around US$ 115 Bn in 2019, registering a CAGR of 11.7% during 2014 to 2019.
The growth is driven by increase in the prevalence of chronic diseases and increase in number of generic drug approvals across
the region. The US generic drug market is expected to reach US$ 209 Bn by 2025, at a CAGR of around 10.5% during 2020 to
2025 as many branded drugs are expected to lose their patent protection during this period. The US Generic market has been
under tremendous pressure for the last few years with significant pricing pressure, eroding profit margins, big players divesting
large parts of their generics portfolio. Despite all these hurdles, the US generic market continues to attract a large number of ANDA
filings with 833 final ANDA approvals in the year 2019 along with 146 tentative approvals.
51
The volume of M&A deals announced in 2019 declined by 6% from 2018. However, the aggregate value of all M&A deals signed
in 2019 was around US$ 293 Bn, 43% higher against 20186. Acquisitions of US-based companies dominated the M&A landscape,
with companies located in one of EU5 countries comprising the next largest group. Uncertainties surrounding drug pricing and the
impact of the forthcoming US presidential election on healthcare policy, coupled with volatile stock market indices, may act as a
brake on overall deal volumes. Moreover, since the outbreak of COVID-19 near term M&A landscape may change dramatically,
with the unpredictability of the magnitude of its potential impact significantly impacting the deal environment.
Pharmaceutical and biotech companies around the globe are working with governments to address the COVID-19 outbreak, from
supporting the development of vaccines to planning for medicines supply chain challenges. Healthcare systems are being put
under significant pressure, at a time when many are already over-stretched, medical congresses are being cancelled, bans on
non-essential travel and enforced home working are emerging. Early signals in our key geographies are as under:
India
The impact of Covid-19 surfaced in the Indian pharma markets in the second half of March, 2019. While it is still early stages to
comment on the potential impact in 2021, a degree of change in the industry functioning can be expected. Doctor engagements
have come down and the lockdown has led to lower non-emergency visits to hospitals which will impact the demand in the near
term. Torrent’s platform and experience of over five decades places it in a strong position to weather the changes that may arise
due to evolving patient and HCP behavior and is poised to emerge strongly from the crisis.
Brazil
There is shift towards e-prescriptions as the footfalls to healthcare professionals and hospitals has reduced drastically due to social
distancing measures. There are difference in federal and state government views on handling the pandemic which has resulted
into widespread social and economic confusion, which has led to sharp depreciation in the currency.
During the year 2019-20, the Company reported revenues of ` 7,939 crores, growth of 3% compared with ` 7,673 crores in the
previous financial year.
53
Torrent’s core competencies
Others
Torrent’s major pharma markets are India, US, Germany and Brazil. The 16%
Company’s strategic priorities in India and Brazil remain continued focus Brazil India
on strengthening specialties, field force productivity and new product 9% 44%
development. These markets remain a key priority for the Company and Germany
12%
such markets offer higher visibility and sustainability to the business. In US USA
and Germany, the Company continues to focus on its new product pipeline 19%
INDIA:
The Indian pharmaceutical industry has exhibited a strong growth trajectory over the years and has registered prominent and
rapidly growing presence in global pharmaceutical arena. This is attributed to the world-class capabilities in the formulation
development and vision of the industry to establish India’s footprint in international markets. Indian pharmaceutical industry is the
largest provider of the generic drugs along with significant contribution towards improving public health outcomes across the globe.
Indian Pharma industry is the 3rd largest by volume and 14th largest by value in the world around US$ 55 Bn (incl. domestic
market). On the domestic front, the Indian pharmaceutical market (IPM) has reached a value of US$ 20 Bn during the year
2019-208 and is poised for growth further supported by greater healthcare accessibility, rising prevalence of chronic diseases,
increasing per capita income and greater health insurance penetration.
IPM continues to be driven by the branded generic segment and market growth is expected to be in the double digit range,
however, this does not take into consideration the impact of Covid-19 in India which the industry is likely to face in the year
2020-21 and possibly longer. Resurgence of volume growth in the market will be dependent on how quickly the economy is able
to bounce back from the pandemic and how long the social distancing phenomenon continues to impact patient behavior. IPM
growth trend is as follows:
For the year ended 31st March 2020, India continues to be the largest business unit contributing 44% to the Torrent’s revenues.
Torrent stands at 8th rank in the IPM and continues to grow faster than the IPM. Torrent stands at 5th position among combined
chronic / sub chronic therapy areas. 17 brands feature amongst Top 500 brands of the IPM. 10 brands have revenues of more than
` 100 crores compared to 8 brands last year, a result of Torrent’s continued focus on brand building productivity8.
8th largest Company in IPM 5th ranked among combined 6th ranked by prescription at specialists
chronic / sub chronic segment
17 brands Amongst Top 500 brands 10 brands above ` 100 crores Ranked amongst Top 5 across CVD,
in IPM GI, VMN and CNS therapy areas
In IPM, Anti-infective is the major contributor followed by Cardiac, Gastro-intestinal, Anti-diabetic and Vitamin Mineral Nutrients
(VMN) segment. Torrent has strong presence in these key therapies and Top 5 therapies contribute over 82% to sales8.
Gynae 2%%
Derm
Rest
An
Anti-
12%
ti-i
infective
a3
nfe
14%
Gynae
cti
Pain Cardiac
ve
5% 7% 30%
5%
CNS Cardiac
13% Anti-
6% diabetic
8%
Derma
7% Gastro-
intestinal VMN
Pain 11% 13%
An
y
7%
r
8%irato
ti-d10%
Gastro-
iab
intestinal
sp
CNS
Re
16%
eti
VMN 15%
c
9%
Chronic / sub-chronic therapies accounts for 73% of the India business compared to 53% for IPM8.
Chronic/ Chronic/
sub - sub -
chronic chronic
53% 73%
IPM Torrent
100% 100%
Acute Acute
47% 27%
There has been rank improvement across Anti-diabetic, Derma and Gynaecology therapy areas compared to last year8:
*without Insulin
55
On the productivity front, India business productivity is at ` 9.3 lacs as of MAT March, 20208.
New introductions in key therapies continue to be a focus area for future growth. Year 2019-20 has witnessed the launch of several
important new introductions in key markets-Vildagliptin, Ticagrelor along with strengthened presence in anti-diabetic segment
through in-licensed Remogliflozin & Torrent’s novel FDC ‘Repaglinide+Voglibose’.
BRAZIL:
Brazil is the largest pharmaceutical market in the Latin America and the 7th largest in the world which is expected to become the
5th largest market by 2024. The Brazilian pharma market is estimated to be around US$ 33.6 Bn and it is forecasted to grow at
6% to 9% year on year until 2024 with improvements expected on macroeconomic parameters under the new government and
its policies3.
Brazil’s economy is still showing slow recovery with annual growth of 1% since 2018. Economic scenario was already unfavorable
for 2020 and has been worsened by Covid-19, which reduced the GDP growth expectation from 2% to -5.3%. Inflation is expected
to remain in the range of 2% to 3% in 2020. Apart from covid-19 economic impact, Brazil is still facing difficulties to have
important reforms implemented. In 2019, pension reform approval brought some relief to Government, but tax reform has been
put on hold. Main objective of tax reform is to simplify Brazilian taxation rules by implementing GST (Goods and Service Tax).
Economic challenges of lack of productivity, low investments and fiscal imbalances remains to be addressed by the Government.
Government subsidies under health care schemes has reduced while opportunity for the pharmaceutical companies to gain from
direct sales to consumers is increasing. On the regulatory front, the Brazilian government is taking measures for anti-counterfeiting
by bringing in batch traceability regulation. The pilot phase was completed in 2019 and full implementation is expected by March,
2022. Tender market is slowing down as the cost of healthcare is rising and the coverage is waning. Global MNCs have a strong
hold in the market, followed by the local companies with a strong presence also in the generic segment. Indian companies are also
expanding their footprints in the Brazilian market.
During the year, Brazilian operations registered revenue of ` 715 crores (Sales in Reals 409 Mn) with constant currency growth of
12% over previous year. The Company intend to gain market share through specialty focus, enhancing field force productivity and
introducing new products.
Among the Indian companies, in terms of value Torrent ranks No. 1, with the second largest less than half of the size of Torrent
(Close-up dataset). Currently, Torrent has commercialized 23 branded generics and 20 generic products. In its branded generic
portfolio, the Company has 9 filings under approval, 23 under preparation for filing in existing business and 19 in new business. In
addition, the Company has been building its portfolio in the generics with parallel filings of branded generic products.
USA:
The US pharmaceutical market remains the world’s largest market. US market growth in 2019 increased to 6.5% compared to
5.7% in 2018. US spending on medicines is expected to reach from US$ 510 Bn in 2019 to US$ 605 to US$ 635 Bn in 2024, at
a CAGR of 3% to 6%. This increase in spending growth will be driven by rise in the number of new launches offset by losses of
market exclusivity of branded products3.
Generic drugs account for 90% of prescriptions dispensed, up from 75% in 2009 and are dispensed 97% of the time when
available. Three key generic purchasers in the US have nearly 90% share of generic purchases. Overall, there have been record
number of ANDA approvals and faster approvals but fewer products launching due to lower financial viability for the manufacturers.
64% of ANDAs did not launch last year. Overall generic manufacturers have opted for portfolio optimization / ‘Shrink to Grow’
strategy in 2019 which has caused record number of product discontinuations.
The USFDA has put forth several measures to improve the generic-drug development and approval process. In 2019 they have
primarily focused on prioritizing approvals for no or limited generic products in addition to complex generics.
Torrent is ranked No. 11 amongst the US generic Indian companies and has a market share of around 17% in its covered market.
Revenues from US business were ` 1,523 crores (Sales US$ 207 Mn) during the financial year 2019-20 as compared to ` 1,589
crores (Sales in US$ 212 Mn) in the previous year with a degrowth of 4% (constant currency degrowth of 2%). The new product
approvals have been on hold pursuant to its Dahej and Indrad facility being classified OAI and WL respectively. Given the future
market moving towards complex products, Torrent is ramping up its pipeline with products like Oral liquids, Ophthalmics, Ointments
GERMANY:
Top 5 European markets are Germany, France, Italy, UK and Spain. Medicine spending in top 5 European countries will increase
from US$ 174 Bn in 2019 to US$ 210 to US$ 240 Bn in 2024. CAGR from 2020 to 2024 is expected to be 3% to 6% compared to
4% CAGR seen during past five years3.
To limit increasing healthcare cost, a number of European governments are working on healthcare reforms; prices and marketing
activities are significantly regulated. Policies to contain overall medicine spend include controlling price and access to specific
innovative drugs, spending or growth caps or payback schemes, price negotiation collaborations with manufacturers and focus on
evidence-based assessment of the value of medicines, which then influence their price and / or patient access to the medicines.
These approaches are intended to balance desirable medical progress with a nation’s ability to pay on a sustainable basis.
The Company’s European business is mainly in Germany and UK, where the Company has its direct presence.
Germany is the 4th largest pharmaceutical market in the world and the largest in Western Europe. It is valued around US$ 52 Bn
and is expected to grow at a CAGR of 4% to 7% till 20243. Majority of the market is tender driven which leads to a very competitive
environment for the industry. Among the generic players, Torrent holds 5th position with a market share of around 6.7% and is
ranked No. 1 among Indian players in the German market. Revenues from Germany operations during 2019-20 were ` 947 crores
(Sales in Euro 119 Mn) with a degrowth of 6% (constant currency degrowth of 4%).
CONTRACT MANUFACTURING:
This mainly includes manufacturing of human insulins for Novo Nordisk, for the India market and revenues from dossier out
licensing business. It registered revenues of ` 461 crores during the year.
MANUFACTURING
The Company’s state of art manufacturing facilities for formulation and API have significantly contributed to the demand of high
quality products and in sustaining its growth and success.
The most advanced discovery program of the Company is a metabolic modulator NCE for the reduction of cardiovascular risk. This
program is currently undergoing the pivotal Phase III clinical trial in key markets where the Company has presence. The Company
believes that this program is uniquely positioned to address the consequences of relative chronic over-nutrition, which is assuming
alarming proportions of health hazard in India and other emerging economies besides developed countries.
The next advanced discovery program is for management of heart failure in diabetic patients, for which the Phase II clinical trial
has been completed in India and Europe. The formulation has been optimized and the Company is planning to file for pivotal phase
III clinical trial early this year.
Phase II study for the Company’s 3rd NCE being developed for inflammatory bowel disease is ongoing.
57
respect to efficacy, safety and patient compliance through enhanced bio-availability, reducing the dose, frequency and onset of
action.
Company’s pipeline includes several NDDS, adapted for existing medications, which will give the Company an edge over its
competitors through differentiation. Company is currently focusing its R&D efforts on several innovative projects in the area of
complex generics with respect to oral solids, foams / ointments / creams and nasal delivery.
Foam based topical product for psoriasis has completed its phase III trial and has been granted permission for manufacturing and
marketing. Another program that completed its phase III clinical trial is for the indication of acute pain management through nasal
route of delivery. Nasal route of delivery is also being explored for management of vitamin B12 deficiency. The phase I trial has
been completed and phase III trial is ongoing.
Generics:
The Government of India is encouraging use of generic products through various initiatives. This may have impact on future
business strategies of the Company.
In highly regulated business, the requirement to obtain regulatory approval based on a product’s safety, efficacy and quality before
it can be marketed for an indication in a particular country, as well as to maintain and comply with licenses and other regulations
relating to its manufacture and marketing, are particularly important. The submission of an application to regulatory authorities
(which vary, with different requirements, in each region or country) may or may not lead to the grant of marketing approval.
Regulators can refuse to grant approval or may require additional data before approval is given, even though the medicine may
already be launched in other countries. In some instances, regulatory authorities require the Company to develop plans to ensure
safe use of a marketed product before a product is approved, or after approval, if a new and significant safety issue is established.
The Industry is also subject to strict controls on the commercialization processes for products including their development,
manufacture, distribution and marketing.
The Company manages the above risks related to the launch of new products and their regulatory approvals through careful
market research for selection of new products, detailed project planning and continuous monitoring.
Litigation risks:
The Company may launch a generic product based on legal and commercial factors, even though patent litigation is pending. The
outcome of such patent litigation could affect the Company’s business adversely in case it is established by the court of law that
there has been a patent infringement. In addition to the substantial liabilities for patent infringement, the Company may also incur
high costs of litigation for defending against the infringement. This risk is sought to be managed by a careful patent analysis prior
The Company purchases Active Pharmaceutical Ingredient (API) and other materials that it use in its manufacturing operations from
foreign and domestic suppliers. Although the Company has a policy to actively develop alternate supply sources for key products
subject to economic justification, there would be certain cases where the Company has listed only one supplier in its application
with regulatory agencies. An interruption in the supply from single sourced material can impact the financial performance of the
Company. In addition, the Company’s manufacturing capabilities could be impacted by quality deficiencies in the products, which
its suppliers provide, leading to impact on its financial performance.
COVID-19 pandemic is expected to bring impact across the pharma value chain in 2020-21. Lower manufacturing attendance in
order to maintain social distancing norms, regional lockdowns, disruption in logistics services, congestion at the ports caused due
to non-availability of manpower etc. may result into cost increases across the supply chain management for the Company.
Overseas markets:
The development of the business in overseas markets is a critical factor in determining future ability to sustain or increase global
product revenues. This poses various challenges including volatile economic conditions, IP issues, developed market compliance
standards, inadvertent breaches of local / international law and interventions by national governments or regulators restricting
access to market and / or introducing adverse price controls. However, the Company carefully monitors the business scenarios of
these markets, prepares the business plan and undertakes various researches to reduce the risk at the minimal level.
In US, there is a continuing trend towards consolidation of certain customer groups such as wholesale drug distribution and retail
pharmacies as well as emergence of large buying groups. The consolidation may result into these groups gaining additional
purchasing leverage and consequently increasing the product pricing pressures. Additionally, the emergence of large buying groups
representing independent retail pharmacies, prevalence and influence of managed care organizations and similar institutions
potentially enable those groups to attempt to extract price discounts on the Company’s products. The result of such developments
could affect the sales volumes and price realizations of the Company’s products on an overall basis.
In Brazil, where the Company sells branded generics, the pure generic competition could adversely affect development of branded
business. Price erosion continues in the German generic market leading to shrinking operating margins. The insurance companies
have been empowered to enter into rebate contracts and float tenders. Aggressive bidding by competitors could lead to unsuccessful
bids in tenders exposing the Company to loss of existing sales. Likewise in other European markets, regulatory changes could
affect price realizations. The risks are sought to be mitigated through careful market analysis, improved management bandwidth,
marketing alliances and corporate management oversight.
59
A significant portion of the revenue in various markets would be derived from sales to limited number of customers. In case of
experiencing loss of business from one such customer or difficulties experienced by the customer in paying us on timely basis, it
may impact the business performance.
International Taxation:
The Company has potential tax exposure resulting from application of varying laws and interpretations, which include intercompany
transactions with subsidiaries in relation to various aspects of business. Although the Company believes its cross border
transactions between affiliates are based on internationally accepted practices, tax authorities in various jurisdictions may have
different views or interpretations and subsequently challenge the amount of profits taxed in their jurisdiction resulting into increase
in tax liability including interest and penalties causing the tax expenses to increase.
Base Erosion Profit Shifting (BEPS) action plan and reporting formulated by the OECD (Organization of Economic Co-operation
and Development) has been implemented in India which provides for revised standards for transfer pricing documentation
and country-by-country reporting of income, earnings, taxes paid and certain measure of economic activities. Accordingly, the
Company has done the filings as per prescribed guidelines. There may be issues with respect to the resolution of disputes arising
due to interpretation by different tax jurisdictions in different countries. The Company has taken adequate measures to ensure
compliances of these guidelines.
Discovery research:
The key risks are high rate of failure and long gestation period of a discovery project coupled with significant upfront costs
to be incurred before results are known. The Company today may not have resources to carry through a discovery project to
final commercial stage for global markets. These risks are sought to be mitigated by seeking suitable alliances with partners at
appropriate stage to share the risks and rewards of the project while continuing to develop the NCE’s for India. The Company is
also evaluating the feasibility to extend the market outside India where it has a reasonable understanding of the branded products
space.
Company undertakes clinical trials on an ongoing basis as part of its discovery research program. Insurance is obtained to cover
the risks associated with testing in human volunteers and the Company may be subject to claims that are not covered by the policy.
HUMAN RESOURCES
The total employee strength of the Company at the end of financial year 2019-20 was 13,801 against 14,550 as at the end of
financial year 2018-19, a decrease of 749 employees.
Financial Performance
– Revenues grew by 3% to ` 7,939 crores from ` 7,673 crores in the previous year.
– EBIDTA grew by 13% to ` 2,284 crores from ` 2,025 crores.
– Depreciation and amortization for the current year includes amount related to Right of use assets recognized on adoption of
Ind-AS 116 “Leases”.
– Exceptional items in the previous year represent:
(i) ` 217 crores pertaining to impairment of certain Intangible assets recognized with respect to Bio-Pharm acquisition and
(ii)
` 140 crores in relation to product recall expenses.
– Long term borrowings reduced by ` 410 crores during the current year.
Cash and cash equivalents including current investments was at ` 662 crores during the financial year 2019-20 compared to ` 940
crores at the end of financial year 2018-19.
61
KEY FINANCIAL RATIOS FOR FINANCIAL YEAR 2019-20 COMPARED WITH FINANCIAL YEAR 2018-19
Reference Particulars 2019-20 2018-19
Profitability ratios
a) Operating profit margin 29% 26%
b) Net profit margin (Refer Note 1) 13% 6%
c) Return on net worth (Refer Note 1) 21% 9%
Working capital ratios
d) Debtors turnover (days) 77 70
e) Inventory turnover (days) 101 95
Gearing ratios
f) Interest coverage 4.73 3.51
g) Debt / Equity 0.98 1.08
Liquidity ratios
h) Current ratio 0.91 0.98
References
1. International Monetary Fund - World Economic Outlook, April, 2020
2. Global Medicine Spending and Usage Trends- Outlook to 2024, IQVIA Institute, March, 2020
3. IQVIA Market Prognosis, September 2019; IQVIA Institute, December, 2019
4. Medicine Use and Spending in the U.S.- Review of 2018 and outlook to 2023, IQVIA Institute, May, 2019
5. United Nations, Department of Economic and Social Affairs - World Population Ageing 2019
6. IQVIA Pharma Deals, Review of 2019
7. The Impact of the COVID-19 Pandemic on Global Pharmaceutical Growth, IQVIA
8. AIOCD MAT March, 2020 dataset
Pursuant to Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
63
SECTION C: OTHER DETAILS
1 Does the Company have any Subsidiary Companies? Yes. The Company has 15 subsidiaries.
2 Do the Subsidiary Companies participate in the BR All policies / practices to the extent relevant are also applicable
Initiatives of the parent company? If yes, then indicate to the subsidiaries in conformity with the applicable laws.
the number of such subsidiary companies.
3 Do any other entities (e.g. suppliers, distributors etc.) The Company’s contractors and suppliers do participate in
that the Company does business with, participate in the the BR initiatives of the Company in terms of compliance
BR initiatives of the Company? If yes, then indicate the with “Suppliers Code of Conduct” and “Conviction for Safety
percentage of such entities? Policy”.
[Less than 30%, 30-60% More than 60%]
SECTION D: BR INFORMATION
1. Details of Director / Directors responsible for BR
a) Details of the Director/Directors responsible for implementation of the BR policy/policies:
1) DIN Number
:
00061903
2) Name : Shri Samir Mehta
3) Designation :
Executive Chairman
P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
P3 Businesses should promote the wellbeing of all employees.
P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized.
P5 Businesses should respect and promote human rights.
P6 Business should respect, protect and make efforts to restore the environment.
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
P8 Businesses should support inclusive growth and equitable development.
P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner.
b. If answer to Sr. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
Not applicable
3. Governance related to BR
a) Indicate the frequency with which the Board of Directors, Committees of the Board or CEO to assess the BR
performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.
The Board of Directors / its Committees / Chairman or any authorised officials of the Company, as the case may be,
assesses the BR Performance on quarterly, half yearly or annual basis depending upon the type of BR activities.
b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How
frequently it is published?
Company’s Annual Report includes Business Responsibility Report. The copy of the same is available on the website of
the Company www.torrentpharma.com.
65
1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes / No. Does it extend to the
Group /Joint Ventures / Suppliers /Contractors /NGOs/ Others?
The Company firmly believes and adheres to transparent, fair and ethical governance practices to foster professionalism,
honesty, integrity and ethical behaviour. The Board of Directors has formulated the Code of Business Conduct (“the Code”),
which is applicable to all the employees and Board Members of the Company, and which lays down the important corporate
ethical practices that shape the Company’s business practices and represents cherished values of the Company. The Code
is an extension of our values and reflects our continued commitment to ethical business practices across our operations. The
core values embedded in our functioning are Integrity, Passion for Excellence, Participative Decision Making, Concern for
Society & Environment, Transparency and Fairness with Care.
In the endeavor to create enduring value for all the stakeholders and to ensure highest level of honesty, integrity and
ethical behaviour in all its operations, the Company has adopted ‘Whistle Blower Policy’. Through this Policy, the Company
encourages its stakeholders to bring to the Company’s attention any instances of unethical behaviour, actual or suspected
incidents of fraud or violation of Company’s Code of Business Conduct that could adversely impact Company’s operation,
business performance and reputation.
In order to protect investors’ interest, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading
by Designated Persons.
The Related Party Transactions Policy of the Company provides the process for the approval of various types of Related
Party Transactions (RPTs) and general principles governing RPTs. This brings the necessary transparency in the RPTs and
ensures that the transactions are fair and in compliance with the applicable laws and regulations.
The Policy on Materiality of Events or Information brings a consistency in the disclosure of various events or information in
accordance with the thresholds determined disclosure to Stock Exchange.
2. How many stakeholder complaints have been received in the past financial year and what percentage was
satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.
The Company encourages all its stakeholders to freely share their concerns and grievances. The Company has received
36 complaints from various stakeholders during the year 2019-20, which were promptly resolved except 3 which are under
investigation.
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and
/ or opportunities. –
The Company continuously endeavours to develop environment friendly product processes and product designs in its effort
to fulfil its obligations to the society by strengthening the processes to minimize the environmental load, understanding risk
to the environment and to human health arising from environment and promoting green processes by strategic design of
technologies and integrating with updated guidelines.
Following products help to address social or environmental concerns in their design:
a) Duloxetine is a selective serotonin and norepinephrine reuptake inhibitor antidepressant (SSNRI). Duloxetine affects
chemicals in the brain that may be unbalanced in people with depression. Duloxetine is used to treat major depressive
disorder in adults.
The Duloxetine manufacturing process involves single stage operation. Earlier process involved 3 stages and lengthy
workup procedure having issue of racemization which leads to yield loss as well as increase in the environmental
load. The process was designed to minimize racemization and maximize yield by incorporating single base and mixed
solvent. This resulted in higher yield with desired quality and less environmental load due to less waste generation from
work-up procedures.
c) Olmesartan is a medication used to treat high blood pressure. It belongs to a class of drugs called angiotensin receptor
blockers (ARBs). It is a reasonable initial treatment for high blood pressure.
The Olmesertan manufacturing, process involves 3-stages. Earlier process involved number of extractions and lengthy
isolation process in initial stages leading to yield loss, higher cycle-time as well as increase in the environmental load.
The process was designed such that it resulted in higher yields with desired quality and less environmental load due to
less waste generation from work-up procedures.
2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per
unit of product (optional):
(a) Reduction during sourcing / production / distribution achieved since the previous year throughout the value
chain?
The Company is continuously strengthening sustainable sourcing, production and distribution practices ensuring quality
and safety of raw materials, API, intermediates and packaging materials procured from suppliers as well as of products
manufactured, stored and distributed throughout the value chain. The Company has laid down a robust process for
vendor evaluation and selection mechanism and prefer local suppliers wherever possible. The Company’s emphasis is
also on safe transportation, optimization of logistics and reduction of vehicular air emissions. More than 10% waste is
recycled through recovery system (solvent recovery system / waste sale for reprocessing and reuse by external approved
agency). For Duloxetine effluent load has been reduced by up to 70%. In case of Nebivolol, solvent consumption has
been reduced by up to 20% and reuse of adsorbent done to reduce waste generation. In case of Olmesartan, effluent
load has been reduced by up to 50%. All these achievements are successfully demonstrated on a pilot scale and
planned to be implemented on a commercial scale in the near future. So during product development itself, the Company
employed strategies to achieve more output with less waste.
(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?
The Company promotes to improve systems to minimize the energy and water, by energy management system, which
reduces the power and fuel consumption and thereby reduces related costs. The Company also promote renewable
energy in term of Solar Systems. For Duloxetine, Nebivolol and Olmesartan productivity estimated to be improved
by 50% on commercial scale (demonstrated on pilot scale) with substantial reduction in Energy requirement and
water consumption. Thus, the Company always promote conservation, reuse, reduce, recycle and waste minimization
throughout process intensification in terms of process time and optimum yield.
Most of the Company’s facilities have obtained certifications such as ISO-14001, OHSAS-18001 & ISO-50001 in
conformation of structured and conscious efforts and processes for energy management and conservation.
3. Does the company have procedures in place for sustainable sourcing (including transportation)?
(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words
or so.
Sustainability in the operations is critically important if the Company is to deliver continued innovation. In the best
interests of the patient, the Company endeavours to work with responsible suppliers who adhere to the same quality,
social and environmental standards as Torrent.
The Company has standard operating procedures for the evaluation and selection of its vendors for sourcing of material.
This includes the evaluation of the EHS resources and their compliance by suppliers and vendors for key raw materials/
APIs and intermediates. The Company has system of identifying and/ or developing alternate vendors where single
vendor is considered critical for business continuity.
67
4. Has the company taken any steps to procure goods and services from local & small producers, including communities
surrounding their place of work?
(a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
The Company consciously endeavours to sources its procurement of the goods and services from medium and small
vendors from the local areas wherever feasible. It improves operational efficiency and saves on transportation cost
and inventory management. Further, the Company fulfills its manpower requirement by employing the people from the
nearby location where it has its business operation to the possible extent.
The Company provides detailed specifications as well as technical knowhow to improve capacity and capability of local
and small vendors.
5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of
products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.
The Company promotes philosophy of the waste reduction hierarchy which consists of reduce, reuse, recover & recycle.
Waste solvent is being recovered through recovery system and sold to external agencies (approved by State Pollution Control
Board) for reuse at their end.
Major part of high calorific waste (more than 60%) is being used as an alternate fuel in cement industry in eco-friendly
manner instead of disposal through incineration.
More efficient sludge dryer is being installed to reduce landfill disposal volume by 50-60% of total landfill waste.
The manufacturing facilities have state-of-art effluent treatment facilities, which ensure Zero Liquid Discharge of waste water.
All the effluent quantity (i.e. 100%) is being reused in utility operations and gardening.
Plastic waste is sent to CPCB approved agency for recycling. The take back program under Extended Producer’s Responsibility
is under taken as per guidelines. Liabilities for Plastic Waste in different states of India is complied as per guidelines.
Green energy initiative- Bio gas plant to use the ETP & food waste and reduce landfill waste, is under installation & put in use
from May, 2020.
Various women friendly facilities like flexi-work timing and extended maternity leave has supported the women employees in
carrying on with their career along with other responsibilities.
Torrent’s culture promotes an environment that is transparent, flexible, fulfilling and purposeful for its employees.
1
All the figures are on standalone basis
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual
harassment in the last financial year and pending, as on the end of the financial year.
The Company does not employ any child labour or forced / involuntary labour.
8. What percentage of your under mentioned employees were given safety & skill up- gradation training in the last
year?
We continue to devote resources and efforts in encouraging people to upgrade their skills in general and safe working
practices in particular. The details of such trainings are as follows:
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2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders?
Yes. The Company has identified the disadvantaged, vulnerable & marginalized stakeholders.
3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized
stakeholders. If so, provide details thereof, in about 50 words or so.
The Company works actively to enhance the employability of youth in the nearby locations wherever it operates, leading to
income generation and economic empowerment in the marginalized sections of the communities.
Various initiatives have been taken by the Company to engage with the disadvantaged, vulnerable and marginalized
stakeholders at locations in and around its operations in the areas of: (i) Community Health Care, Sanitation and Hygiene,
(ii) Education and Knowledge Enhancement and (iii) Social Care and Concern.
For details of projects undertaken during the year 2019-20, please refer the ‘Annual Report on CSR Activities’ attached as
Annexure C to Directors Report.
The Company’s policy also aims to provide adequate safeguards for protection of Women against Sexual Harassment at Workplace
and the Whistle Blower Policy are developed and aligned to these principles.
Torrent is committed to providing an environment, wherein all employees are treated equally, without fear of discrimination,
retaliation or harassment irrespective of their caste, creed, religion and gender.
1. Does the policy of the company on human rights cover only the company or extend to the Group / Joint Ventures /
Suppliers / Contractors / NGOs / Others?
The Company is committed to and are compliant with all statutory laws and regulations, and have put in place a redressal
mechanism for violations / misconducts. The Company’s policy extends to various stakeholders including Group Companies
in India, Suppliers, Contractors, etc.
2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily
resolved by the management?
No complaints on breach of human rights were received during the year.
Principle 6: ENVIRONMENT
At Torrent, we believe that Environment, Health & Safety are crucial and paramount pillars for sustainable growth of our business.
1. Does the policy related to Principle 6 cover only the company or extends to the Group / Joint Ventures / Suppliers /
Contractors / NGOs / others.
The Company has Health, Safety and Environment policy covering all its India operations. The policy is published in vernacular
language of respective regions.
Rain Water Harvesting System is installed at Indrad manufacturing facility with 26 injection wells with large sunken (Catchment)
area & inverted umbrella system (Ulta Chhata-6 nos). Piezometer has been installed for online monitoring of Ground water
level. Dense and lush green belt has been developed across all its locations. All the Company’s facilities are in compliance
with ISO – 14001-2015 standards.
The Company is also ensuring that its business partners particularly our Loan Licensees’ sites are maintaining a good level
of environment protection plan. All LLM sites are covered under HSE audits and compliances are ensured.
Major manufacturing facilities have been accredited with New ISO-45001 Standard on occupational Health & Safety.
New buildings are designed and constructed on the concept of ‘Green Building’ having natural lights and ventilation. Various
power saving devices viz. more efficient electric drives/ lights fixtures- LED /machines etc. are being procured and installed.
The Company is not using ozone layer depleting substances in any of its process / utilities.
The Company has also taken up several other steps directed towards conservation of energy. Please refer to Annexure H to
the Director’s Report.
The Company has developed above 40% state- of –the- art green belt across all the facilities PAN India to mitigate impact of
fugitive emission and global environmental issues.
Though clean fuel Natural Gas is used extensively at manufacturing facilities, the Company is exploring the feasibility to
discontinue use of Furnace Oil completely in coming years.
Environment & Safety risks are evaluated in detail for all process, storage and handling operations at site. Health, Safety and
Environment aspects are taken care while designing manufacturing processes at Research & Development Centre.
4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in
about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?
Yes, the Company has taken various actions to minimize GHG (Greenhouse Gases) like clean fuel Natural Gas is used in
Boilers.
Eco friendly refrigerant gas R410 is being used in air conditioning operations. Air conditions are being operated above 25°C.
Water less urinals had been installed in wash rooms.
Clean Agent Fire Extinguishers are being used to minimize the impact on ozone layer.
Installation of Nano-Filter is in process at Indrad manufacturing facility to increase the recovery of RO plant from 90% to 95%.
Thus, having substantial saving in steam consumption by having low feed intake in MEE feed (1450 MT steam saving per
annum).
Yearly environment audits are conducted, wherever applicable, by schedule I auditor decided by State Pollution Control
Board. The reports are submitted to authorities. The necessary requirements observed are fulfilled.
The incinerated type hazardous waste is also disposed off to the cement industries as an alternate fuel as a part of co-
process / Pre-process. Major part of hazardous waste is disposed of through co-processing in cement plants as per modern
acceptable practice.
Organic Waste Converter is installed at its various manufacturing facilities/ R & D Centre for converting canteen waste into
useful compost. The Company is installing Bio Gas plant to reuse the food waste and ETP waste and convert into useful fuel
at Indrad manufacturing facility.
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The initiatives taken by the Company to reduce overall quantity of hazardous waste disposal and its transportation by
installation of sludge dryer and bio gas system, is expected to reduce the waste by 50-60 % by 2020-21.
5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc.
Y / N. If yes, please give hyperlink for web page etc.
Yes, the Company has taken several initiatives on clean technology, energy efficiency and renewable energy. Solar power
system has been installed in its Indrad manufacturing facility (1MW) & R&D centre (90KW). Energy efficient dewatering
system has been installed & commissioned to reduce the moisture content in ETP sludge.
The Company is installing bio gas system, a positive step towards waste to energy concept.
High calorific hazardous waste being disposed off for co processing in cement kiln.
Initiated to increase recovery of effluent recycling RO system from 90% to 95%, resulted in substantial reduction of steam and
power in MEE & ATFD system.
6. Are the Emissions / Waste generated by the company within the permissible limits given by CPCB / SPCB for the
financial year being reported?
Yes. All hazardous waste and emissions are within the permissible limits of CPCB/ SPCB during the financial year. The
Company has installed online continuous emission monitoring system on fugitive and process vents. Third party external
monitoring through NABL/MoEF approved laboratory of all vents being conducted on monthly basis and reports are submitted
to SPCB.
The Company has in place online real time monitoring system for treated waste water. This data are accessible by CPCB/
SPCB. Online Camera is also installed for treated waste water flow monitoring and accessible by CPCB/SPCB.
However, Monthly monitoring of all required parameters are being carried out by NABL approved third party laboratories to
ascertain our ETP operation. Such monthly monitoring reports are being submitted to SPCB in time.
7. Number of show cause / legal notices received from CPCB / SPCB which are pending (i.e. not resolved to satisfaction)
as on end of Financial Year.
The Company has not received any such notices from CPCB / SPCB during the year 2019-20.
1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your
business deals with:
The Company is a member of various trade / Industry associations like Indian Pharmaceutical Alliance (IPA), Indian Drug
Manufacturing Association (IDMA), Confederation of Indian Industry (CII), Federation of Indian Chambers of Commerce and
Industry (FICCI), Gujarat Chamber of Commerce and Industry (GCCI), etc.
2. Have you advocated / lobbied through above associations for the advancement or improvement of public good?
Yes / No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive
Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others).
The Company, through these trade and industry associations, provides inputs to key decision makers in framing and
implementing policies for availability of quality medicines at affordable prices. It also learns from experience of others to
educate the relevant people for initiating procedures for improvement in healthcare.
1. Does the company have specified programmes / initiatives / projects in pursuit of the policy related to Principle 8?
If yes details thereof.
Yes, the Company has identified specified programmes / projects in the pursuit of the policy related to Principle 8.
For details of projects undertaken during the year 2019-20, please refer the ‘Annual Report on CSR Activities’ attached as
Annexure C to Directors Report.
2. Are the programmes / projects undertaken through in-house team / own foundation / external NGO / government
structures / any other organization?
The identified programmes / projects are carried out directly by the Company itself including through two of its Section 8
companies namely Tornascent Care Institute and UNM Foundation which have been promoted by the Company (together
with one of its Group Company).
Besides the above, it is also supplementing the efforts of the local institutions / NGOs / local Government / implementing
agencies in the field of Education, Healthcare, Sanitation, Hygiene, Development & Maintenance of Public Parks etc. to meet
priority needs of the underserved communities with the aim to help them to become self-reliant.
For the details of such programmes /projects been implemented either on its own or through an external agency, please refer
the ‘Annual Report on CSR Activities’ attached as Annexure C to Directors Report.
4. What is your company’s direct contribution to community development projects- Amount in INR and the details of
the projects undertaken?
During the year under review the Company had contributed ` 18.07 crores to various community development programmes
/ projects as part of its CSR initiatives. The details of projects undertaken are mentioned elsewhere in the Business
Responsibility Report and “Annual Report on CSR Activities” attached as Annexure-C to the Directors Report.
Over and above this, the Company also made donations of ` 30.74 crores to various organisations involved in activities related
to education, health, socio-economic development, culture, integrated development of tribes, Community development,
Donation to PM Cares and promotion of social welfare etc.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the
community? Please explain in 50 words, or so.
The Company undertakes need assessment surveys in villages and community before undertaking CSR initiatives.
Community needs are understood and evaluated and their views are taken before project plans are finalized and executed.
Community members are continuously consulted with during implementation of initiatives. Further, the Company, ensures
that community members participate in the initiatives being undertaken / implemented and that they take responsibility for
maintenance and sustenance of projects in future.
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1. What percentage of customer complaints / consumer cases are pending as on the end of financial year?
4.92% of the complaints are pending at the end of the financial year.
2. Does the company display product information on the product label, over and above what is mandated as per local
laws? Yes / No/ N.A. / Remarks (additional information).
Yes, the Company displays all the product information on the product label, which are mandatory. Besides, the Company also
displays general information for patients in order to guide them with respect to usage of the certain products. We adhere to
national and international standards with respect to product safety.
3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible
advertising and / or anti-competitive behaviour during the last five years and pending as on end of financial year. If
so, provide details thereof, in about 50 words or so.
In the year 2014, a complaint was filed before the Competition Commission of India (“CCI”) by Madhya Pradesh Chemist and
Distributors Federation against Madhya Pradesh Chemist and Druggists Association (“MPCDA”), two other associations and
several pharmaceutical companies alleging contravention of Section 3 of the Competition Act, 2002 . The Director General,
CCI alleged tacit understanding of the Company with MPCDA to create entry barrier to the new entrants with respect to
distribution of the pharmaceuticals products. The matter has been decided & disposed off in the Company’s favour.
4. Did your company carry out any consumer survey / consumer satisfaction trends?
The marketing team of the Company regularly interacts with the Doctors and other Healthcare professionals and takes their
feedback on the Company’s products.
Torrent believes that while implementation of the minimum framework is a prerequisite, superior governance practices are vital for
growing a sustainable and successful business.
1. BOARD OF DIRECTORS
Diversity, to encourage the emergence of full, frank and comprehensive discussions is the guiding principle in selecting the DNA
of the Board. Your Company has a Leading Legal Professional, an Accounting Professional, a Healthcare Entrepreneur and an
Accomplished Professional as Independent Directors. The Research & Development focus, sharp entrepreneurial ability and
years of experience are represented in the rest of the Board. The Board of Directors (Board) comprises of eight directors as on
31st March, 2020. Out of total Board strength, five are Non-Executive Directors (NEDs) (63% of the Board strength) and four are
Independent Non-Executive Directors (IDs) (50% of the Board strength) including two Independent Women Directors.
In order to effectively discharge its duties, it is necessary that collectively the Board holds the appropriate balance of skills and
experience. The Board seeks a complementary diversity of skills and experience across its members. The table below summarizes
the key qualifications, skills, expertise and competencies possessed by Directors of the Company:
An annual calendar of meetings is established after consulting all Directors to facilitate their physical presence and meaningful
participation. It has been the Company’s endeavour to have meetings at various plants / locations of the Company too, to get
Directors to witness the practices and to get under the skin of the Company’s business model.
During the financial year, the Board of the Company met five times on 20th May, 2019, 23rd July, 2019, 23rd October, 2019,
27th January, 2020 and 11th March, 2020. Time elapsed between any two consecutive meetings never exceeded 120 days.
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Details of the composition of the Board, the Board meetings held during the year, attendance of Directors at Board meetings and
at the last Annual General Meeting (AGM) are as under:
Name & Designation of the Director Category1 No. of Board Board Attendance
Meetings meetings at the last
held during attended AGM
the tenure
Shri Sudhir Mehta, Chairman Emeritus NED 5 5 Yes
Shri Samir Mehta, Executive Chairman Executive Chairman 5 5 Yes
Shri Shailesh Haribhakti ID 5 5 Yes
Shri Haigreve Khaitan ID 5 5 Yes
Ms. Ameera Shah ID 5 4 No
Ms. Nayantara Bali ID 5 5 Yes
Dr. Chaitanya Dutt, Director (Research & Development) WTD 5 5 Yes
2
Shri Jinesh Shah, Director (Operations) WTD 3 3 NA
Notes:
1 NED – Non-Executive Director (other than ID); ID – Independent Director; WTD – Whole-time Director.
2 Shri Jinesh Shah was appointed as Director (Operations) of the Company for a period of 5 (five) years effective from
1st August, 2019.
Name & Designation of No. of other Name of the other listed entities where No. of other Board
the Director Directorship Held1 Directorship held & Category of Directorship Committees of
Listed Other which Member /
Company Company Chairperson1
Shri Sudhir Mehta, 1 - 1. Torrent Power Limited, Non-Executive Director -
Chairman Emeritus
Shri Samir Mehta, 1 - 1. Torrent Power Limited, Executive Chairman 1 (Member)
Executive Chairman
Shri Shailesh Haribhakti 6 3 1. Future Lifestyle Fashions Limited, Non 4 (Chairperson)
Executive Chairman 8 (Member)
2. Blue Star Limited, Non Executive Chairman
3. ACC Limited, Independent Director
4. L&T Finance Holdings Limited, Non-Executive
Chairman
5. Bajaj Electricals Limited, Independent Director
6. Ambuja Cements Limited, Independent
Director
Shri Haigreve Khaitan 6 1 1. Ceat Limited, Independent Director 3 (Chairperson)
2. Inox Leisure Limited, Independent Director 5 (Member)
3. JSW Steel Limited, Independent Director
4. Borosil Renewables Limited, Independent
Director
5. Mahindra & Mahindra Limited, Independent
Director
6. Tech Mahindra Limited, Independent Director
Notes:
1 These numbers exclude the Directorship / Committee Membership held in the Company and in private limited companies,
foreign companies, companies registered under Section 8 of the Companies Act, 2013. Further, it includes only the
Chairmanship / Membership of the Audit Committee and Stakeholders’ Relationship Committee. All Directors have informed
the Company about the committee positions they occupy in other companies as per Regulation 26 of Listing Regulations,
which were placed before the Board.
Except Shri Sudhir Mehta and Shri Samir Mehta, who are related to each other as brothers, none of the other Directors are related
to any other Director on the Board in term of definition of ‘relative’ as per the Companies Act, 2013.
Dr. Chaitanya Dutt is liable to retire by rotation at the forthcoming AGM and being eligible, has offered himself for re-appointment.
Relevant details pertaining to Dr. Dutt are provided in the notice of the AGM.
All IDs of the Company have furnished declarations that they qualify the conditions of being independent as per Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. These were placed before the Board. The Board,
based on the declaration(s) received from the IDs, have verified the veracity of such disclosures and confirmed that the IDs fulfil
the conditions of Independence specified in the Listing Regulations and are independent of the management of the Company.
The IDs of the Company met on 27th January, 2020 under the chairmanship of Shri Shailesh Haribhakti without the presence
of Non-Independent Directors or management personnel to review the performance of Non-Independent Directors, the Board,
Committees and the Chairperson. The meeting also reviewed the quality, quantity and timeliness of flow of information between
the Company and the Board.
The terms and conditions of appointment of Independent Directors have been placed on the website of the Company
www.torrentpharma.com. The details of familiarization programmes for Independent Directors have been provided in the Directors’
Report and posted on the website of the Company and can be accessed at the web link http://www.torrentpharma.com/pdf/cms/
Familiarization_Programme_2019-20.pdf
During the year, all the recommendations of all the Committees were accepted by the Board.
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Shri Mahesh Agrawal, VP (Legal) & Company Secretary acts as Secretary to all the Committees of the Board and provided
secretarial support to the Committees.
2. AUDIT COMMITTEE
The constitution of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation
18 of the Listing Regulations.
A separate Risk Management Committee was formed on 20th May, 2019, by suitably revising the terms of reference of the
Committee and the Committee was renamed from Audit and Risk Management Committee to Audit Committee.
During the year under review, four meetings of the Committee were held on 20th May, 2019, 23rd July, 2019, 23rd October, 2019 and
27th January, 2020. Time elapsed between two meetings never exceeded 120 days.
The composition of the Committee as well as the particulars of attendance at the Committee meetings during the year and other
related details are given in the table below:
1. Ms. Nayantara Bali was appointed as Member of the Committee with effect from 6th April, 2019.
The Chairman of the Committee attended the last AGM of the Company.
The Committee meetings are attended by the Chief Financial Officer and Vice President (Finance). The Statutory Auditors, Internal
Auditors, Cost Auditors and other related functional executives of the Company also attended the meeting when required.
The Committee holds meetings with Statutory Auditors and Internal Auditors on one to one basis as and when it deems fit and has
ascertained that they have no unexpressed concerns.
The total fees for all services paid by the Company and its subsidiaries to the statutory auditor and all entities in the network firm/
network entity of which the statutory auditor is a part, amounts to ` 1.62 crores for the year 2019-20.
The principal terms of reference of the Committee as approved by the Board and as revised / updated from time to time by the
Board are:
ii. To examine the financial statement and the auditors’ report thereon.
iii. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the
Board for approval, with particular reference to:
A. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report;
B. Changes, if any, in accounting policies and practices and reasons for the same;
C. Major accounting entries involving estimates based on the exercise of judgment by management;
E. Compliance with listing and other legal requirements relating to financial statements;
iv. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
v. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds
of a public or rights issue and making appropriate recommendations to the Board to take steps in this matter.
vi. To review the utilization of loans and / or advances from / investment by the Company in the Subsidiary exceeding ` 100
crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments.
B. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
C. Management letters / letters of internal control weaknesses issued by the Statutory Auditors if any;
E. The appointment, removal and terms of remuneration of the Chief Internal Auditor.
F. Statement of deviations:
a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of Listing Regulations.
b. Annual statement of funds utilized for purposes other than those stated in the offer document / prospectus /
notice in terms of Regulation 32(7) of Listing Regulations.
viii. To review the financial statements of unlisted subsidiary companies, and in particular, the investments made by them.
iv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
v. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors.
vii. To approve the appointment of Chief Financial Officer (i.e., the Whole-time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of
the candidate.
79
viii. Investigate any activity within its terms of reference and any matters referred to it by the Board.
ix. To review the frauds reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors, if any.
x. Monitoring the end use of funds raised through public offers and related matters.
xi. Reviewing with the Auditors and Management, if required, about internal control systems, the scope of audit, including
the observations of the auditors and review of financial statement before their submission to the Board and any related
issues there with.
ii. Approval of payments to Statutory Auditors for any other services rendered by them.
iii. Review and monitor the auditor’s independence and performance and effectiveness of audit process.
iv. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern.
v. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
vi. Discussion with Internal Auditors of any significant findings and follow up there on.
vii. Reviewing, with the management, performance of Statutory and Internal Auditors adequacy of the internal control
systems.
ii. To lay down the criteria for granting the omnibus approval in line with the policy on related party transactions.
iii. To review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant
to each of the omnibus approvals given.
The Committee has full access to information and records of the Company and can seek information from any employee of the
Company and may invite such executives, as it considers appropriate, to be present at the meetings of Committee. The Committee
may access external professionals and obtain legal advice, if so required, and secure attendance of outsiders with relevant
expertise, if it considers necessary, in discharge of its functions.
In addition to the above, the Committee shall have such functions / role / powers as may be specified in the terms of reference of
the Audit Committee under applicable laws or as required by any statute.
The principal terms of reference of the Committee as approved by the Board are as under:
1. Review procedures for risk assessment and minimization for informing the same to the Board.
2. Framing and recommending to the Board the Risk Management Policy and Plan.
3. Monitoring and reviewing the risk management plan including inter-alia cyber security.
The composition of the Committee as well as the particulars of attendance at the Committee meeting held during the year on
20th May, 2019 and other related details are given in the table below:
The Committee passed various circular resolutions for issuance of duplicate share certificates and other routine matters. Shri
Mahesh Agrawal, Vice President (Legal) & Company Secretary is designated as the Compliance Officer.
99.70% of the equity shares of the Company are held in dematerialised form and the handling of physical transfer of shares are
minimal.
Pursuant to Section 124 of the Companies Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the Company had transferred 7645 equity shares to the demat account of
Investor Education and Protection Fund (IEPF) Authority during the year 2019-20. As on 31st March, 2020, 88,906 equity shares
are lying with IEPF Authority.
During the year, the Company has received 3 (three) complaints from shareholders which were attended within a reasonable
period of time. No complaint was pending as on 31st March, 2020.
During the year, three meetings of the Committee were held on 20th May, 2019, 23rd July, 2019 and 27th January, 2020.
The composition of the Committee as well as the particulars of attendance at the Committee meetings during the year and other
related details are given in the table below:
81
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, Nomination and Remuneration
Committee has the following principal terms of reference:
1. To evaluate and recommend the composition of the Board of Directors and sub-committees thereof.
2. To identify persons who are qualified to become Directors and who may be appointed in senior management positions in
accordance with the criteria laid down, recommend to the Board their appointment and removal.
3. To determine whether to extend or continue the term of appointment of the Independent Director, on the basis of the report
of performance evaluation of Independent Directors.
4. To specify the manner for effective evaluation of Board, its Committees and individual directors to be carried out either by the
Board, by the Committee or by an independent external agency and review its implementation and compliance.
6. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.
7. To recommend a Policy to the Board relating to the remuneration for the Directors, KMP and other employees, for its approval.
8. The Committee shall, while formulating the policy, ensure the following:
(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the
quality required to run the Company successfully;
(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting
short and long-term performance objectives appropriate to the working of the Company and its goals.
Senior Management for the above purpose shall mean personnel of the Company who are members of its core
management team excluding Board of Directors comprising all members of management one level below the CEO/MD/
WTD/Manager (including CEO/Manager, not part of the board) and shall specifically include CS and CFO.
9. To recommend to the Board remuneration proposed to be paid, to Executive Directors, Non-executive Directors (other than
Independent Directors), Whole-time Key Managerial Personnel and Senior Management, with proper justification for such
remuneration.
10. To seek information from management and have full access to the Company’s records relevant to its functioning in discharge
of its obligations.
11. To make recommendations to the Board on any matter within its purview, by passing appropriate resolutions.
12. To note information on recruitment and remuneration of Senior Officers just below the level of Board of Directors, including
appointment or removal of Chief Financial Officer and the Company Secretary.
13. To undertake related activities, functions and duties as the Board of Directors may from time to time, after deliberations,
prescribe or as may be required to be undertaken in terms of any statutory or regulatory provisions.
On the recommendation of the Nomination and Remuneration Committee, the Board has, inter alia, approved the following
evaluation criteria for the Independent Directors:
Shri Jinesh Shah was appointed as a Whole time Director designated as Director (Operations) of the Company for the period of
5 (five) years effective from 1st August, 2019. The said appointment alongwith remuneration was approved by the shareholders
through Postal Ballot on 7th March, 2020.
Dr. Dutt being a director liable to retire by rotation at the forthcoming AGM and being eligible, has offered himself for re-appointment.
2. In case of absence or inadequacy of profits in any financial year, the NEDs shall be paid such remuneration as approved by
the Board or its Committee authorised for the purpose, subject to such approval as may be necessary.
3. The commission for any financial year shall be paid on its approval by the Board.
Details of remuneration of Directors for the year ended 31st March, 2020 are as under:
(` in lakhs)
$ ## ++
Name & Designation of Director Salary & Commission Sitting Fees Total
Perquisites
Shri Sudhir Mehta, Chairman Emeritus^ Nil 500.00 Nil 500.00
Shri Samir Mehta, Executive Chairman 0.40** 2000.00 Nil 2000.40
Shri Shailesh Haribhakti Nil 28.50 15.00 43.50
Shri Haigreve Khaitan Nil 27.00 14.00 41.00
Ms. Ameera Shah Nil 24.00 13.00 37.00
Ms. Nayantara Bali Nil 28.50 13.00 41.50
#
Dr. Chaitanya Dutt, Director (Research & Development) 862.12 ** Nil Nil 862.12
Shri Jinesh Shah, Director (Operations) 258.72+** Nil Nil 258.72
Total 1121.24 2608.00 55.00 3784.24
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Notes:
$ The terms of appointment of Executive Chairman / Whole-time Director are governed by the resolutions of the shareholders
and applicable rules of the Company.
^ subject to the approval of the shareholders in the AGM.
# Includes house rent allowance, contribution to provident fund & value of perquisites provided.
+ Shri Jinesh Shah has been appointed as Whole-time Director w.e.f. 1st August, 2019. Includes house rent allowance,
contribution to provident fund, superannuation fund & value of perquisites provided.
## Commission as approved by the Board pursuant to the shareholders’ approval within the limit specified in the Companies
Act, 2013.
++ Sitting Fees as approved by the Board under Rule 4 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
** In addition they are covered under group personal accident and group mediclaim policy as per Company’s Rules.
Khaitan & Co. and Khaitan & Co. LLP., the law firms in which Shri Haigreve Khaitan, an Independent Director, is a partner, were
paid ` 0.33 crores as professional fees for legal services provided during the year. Apart from above, there were no other pecuniary
relationships / transactions with the Independent Directors vis-à-vis the Company.
During the year, three meetings of the Committee were held on 20th May, 2019, 23rd October, 2019 and 27th January, 2020.
The composition of the Committee as well as the particulars of attendance at the Committee meetings during the year and other
related details are given in the table below:
1. Ms. Nayantara Bali was appointed as the member of the Committee with effect from 6th April, 2019.
Shri Rajesh Parekh, Practising Company Secretary, was appointed as Scrutinizer and has conducted the postal ballot for the
aforesaid proposals.
The procedures prescribed under Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and
Administration) Rules, 2014 were duly followed for conducting the postal ballot process for approving the resolutions mentioned
above.
All of the aforesaid resolutions were passed by the shareholders by overwhelming and requisite majority.
At present, there is no further proposal to pass any resolution through postal ballot.
8. DISCLOSURES
a. Legal Compliances
The Company follows a formal management policy and system of legal compliance and reporting to facilitate periodical review
by the Board of compliance status of laws applicable to the Company and steps taken to rectify non-compliances, if any.
There were no instances of material non-compliance and no penalties were imposed on the Company either by SEBI, Stock
Exchanges or any statutory authorities on any matter related to capital markets during the last three years.
The Code adopted by the Company has been posted on the website of the Company. The members of the Board and Senior
Management of the Company have submitted their affirmation on compliance with the Code for the effective period. The
declaration by the Executive Chairman to that effect forms part of this report as Annexure 1.
85
d. Related Party Transactions
Pursuant to Regulation 23 of the Listing Regulations and applicable provisions of the Companies Act, 2013, the Company
has formulated Related Party Transaction Policy for dealing with related party transactions. All the related party transactions
are entered in compliance to the provisions of the law and the Related Party Transactions Policy. A copy of the Related
Party Transactions Policy for dealing with related party transactions is available on the website http://torrentpharma.com/pdf/
investors/Related_Party_Transactions_Policy.pdf
The Company has also formulated Policy on Determining Material Subsidiaries as required under Listing Regulations. A
copy of this policy is available on the website http://torrentpharma.com/pdf/investors/Policy_for_determining_Material_
Subsidiaries.pdf
All the related party transactions are duly approved by Audit Committee / Board as required under the provisions of the
Companies Act, 2013 and Listing Regulations as well as the Related Party Transaction Policy of the Company. The only
material related party transactions of the Company were with its wholly owned subsidiary in US, whose accounts are
consolidated with the Company’s accounts. Please refer to Note 39 of Standalone Financial Statements, forming part of the
Annual Report for details of the related party transactions during the year.
e. CEO / CFO Certification
The Executive Chairman and Chief Financial Officer (CFO) of the Company give an annual certificate on financial reporting
and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. The Executive Chairman and CFO
also give quarterly certificate on financial results while placing the financial results before the Board in terms of Regulation
33(2)(a) of the Listing Regulations.
f. Reconciliation of Share Capital Audit
As required by the Securities and Exchange Board of India (SEBI), quarterly audit of the Company’s share capital is being
carried out by a Practicing Company Secretary to reconcile the total admitted capital with National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (collectively Depositories) and held in physical form,
with the total issued and listed capital. The Certificate confirming the same is submitted to BSE Limited and the National Stock
Exchange of India Limited on a quarterly basis and is also placed before the Board of Directors.
g. Certificate from Company Secretary in Practice regarding appointment and continuation of directors
The Company has obtained the Certificate from the Practising Company Secretary certifying that none of the directors of the
Company are debarred or disqualified from being appointed or continuing as directors of Company by SEBI / MCA or any
such authority.
h. Details of unclaimed shares as per Listing Regulations
In terms of Regulation 39(4) of the Listing Regulations, the Company reports the following details in respect of equity shares
transferred from the “Torrent Pharmaceuticals Limited – Unclaimed Suspense Account” during the year and the balance in
the same at the beginning and at the end of the year:
87
9. COMMUNICATION TO SHAREHOLDERS
During the year, audited quarterly and annual financial results on standalone basis and un-audited quarterly and audited
annual financial results on a consolidated basis of the Company were submitted to the stock exchanges soon after the Board
meeting approved these and were published in leading newspapers viz The Financial Express and The Indian Express in all
edition of English language and The Financial Express in Gujarati language. These were also promptly put on the Company’s
website www.torrentpharma.com. All official news release of relevance, quarterly / annual results and presentations made by
the Company to investors / analysts were also made available on the Company’s website. The Company sends soft copies
of Annual Report to those shareholders whose e-mail ids are registered with the Depository Participants and / or with the
Company’s Registrars and Transfer Agents, unless opted by them to get the physical copy, to support the “Green Initiative in
Corporate Governance” of the Ministry of Corporate Affairs.
The Company has paid the annual listing fees for the year 2020-21 to both the above stock exchanges.
Monthly Share Price movement during the financial year ended 31st March, 2020 at BSE & NSE:
(share price in `)
Month BSE NSE
High Low Volume High Low Volume
Apr-19 1,952.00 1,717.00 1,98,313 1,950.00 1,715.70 60,83,830
May-19 1,800.00 1,505.00 3,07,796 1,801.00 1,505.05 74,51,903
Jun-19 1,573.05 1,464.75 2,31,612 1,573.85 1,462.60 39,84,497
Jul-19 1,690.00 1,453.00 9,11,194 1,690.00 1,452.00 1,07,73,393
Aug-19 1,718.85 1,592.15 2,63,812 1,750.00 1,595.00 48,11,466
Sep-19 1,771.30 1,646.45 1,08,249 1,775.00 1,644.85 34,12,308
Oct-19 1,815.00 1,554.65 2,74,525 1,809.85 1,555.00 81,73,032
Nov-19 1,920.00 1,691.30 1,13,298 1,920.50 1,689.10 38,32,485
Dec-19 1,939.95 1,810.00 94,770 1,941.00 1,808.05 37,42,370
Jan-20 2,072.60 1,841.10 2,29,800 2,073.65 1,840.05 89,22,105
Feb-20 2,285.95 1,883.15 3,27,887 2,287.25 1,882.15 73,14,832
Mar-20 2,245.00 1,619.00 2,49,338 2,245.00 1,583.25 92,64,059
Total 33,10,594 7,77,66,280
% of volume traded to outstanding shares 1.96% 45.95%
The performance of the equity share price of the Company vis-à-vis the S&P CNX Nifty at NSE is as under:
Month TPL Share Price at S&P CNX Nifty** Relative Index for comparison purpose
NSE** TPL share price S&P CNX Nifty
index
Mar-19 1949.75 11,623.90 100.00 100.00
Apr-19 1791.90 11,748.15 91.90 101.07
May-19 1564.85 11,922.80 80.26 102.57
Jun-19 1547.30 11,788.85 79.36 101.42
Jul-19 1670.85 11,118.00 85.70 95.65
Aug-19 1707.60 11,023.25 87.58 94.83
Sep-19 1667.40 11,474.45 85.52 98.71
Oct-19 1776.30 11,877.45 91.10 102.18
Nov-19 1898.60 12,056.05 97.38 103.72
Dec-19 1849.05 12,168.45 94.84 104.68
Jan-20 1931.10 11,962.10 99.04 102.91
Feb-20 2150.30 11,201.75 110.29 96.37
Mar-20 1971.80 8597.75 101.13 73.97
** data as on closing of the month
89
Relative performance of TPL share price vs. S&P CNX Nifty
120.00
110.00
Performance
100.00
90.00
80.00
70.00
Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
Period
TPL share price Index S&P CNX Nifty
Category (Shares) Mode of Holding No. of Shares % To Equity No. of Holders % To Holders
1 - 1,000 Electronic 3,875,136 2.29 35,215 93.97
Physical 417,550 0.25 1,048 2.80
1,001 - 2,000 Electronic 808,666 0.48 544 1.45
Physical 40,000 0.02 25 0.07
2,001 - 10,000 Electronic 1,441,650 0.85 340 0.91
Physical 43,200 0.03 11 0.03
10,001 - 20,000 Electronic 976,341 0.58 72 0.19
Physical - - - -
Above 20,000 Electronic 161,620,177 95.51 220 0.59
Physical - - - -
Total Electronic 168,721,970 99.70 36,391 97.11
Physical 500,750 0.30 1,084 2.89
Total: 169,222,720 100.00 37,475 100.00
By category of shareholders:
g. Dematerialisation of securities
The equity shares of the Company are traded compulsorily in the dematerialised segment of all the stock exchanges and are
under rolling settlement. Approximately 99.70% of the shares have been dematerialised. Shares held by promoters are all in
dematerialised form. The demat security (ISIN) code for the equity share is INE685A01028.
The Company has signed necessary agreements with two depositories currently functional in India viz. National Securities
Depository Limited & Central Depository Services (India) Limited. The transfer of shares in electronic mode need not be
approved by the Company.
i. Credit Ratings
Details of all credit ratings obtained by the Company for its borrowings including debt instruments are as follows:
During the year under review, ICRA has changed the rating outlook to “ratings under watch with negative implications”
k. Registered Office
Torrent House, Off Ashram Road, Ahmedabad – 380 009, Gujarat, India
Phone: + 91 79 26599000
Fax: + 91 79 26582100
l. Plant Locations
1. Village Indrad, Taluka Kadi, Dist. Mehsana (Gujarat)
2. Village Bhud, Baddi, Teh. Nalagarh, Dist. Solan (Himachal Pradesh)
3. 32 No. Middle Camp, NH-10, East District, Gangtok (Sikkim) – Unit I & Unit II
4. NH-10, Bagheykhola Village, Majhitar, Rangpo, East Sikkim (Sikkim) – Unit III
5. Plot No 810, Sector III, Industrial area, Pithampur, Dist - Dhar (Madhya Pradesh)
6. Plot No.77, J N Pharma City, Thanam Village, Parawada-Mandal, Vizag (Andhra Pradesh)
7. Plot No. Z104-106, Dahej SEZ Phase II, Taluka Vagra, Dist. Bharuch (Gujarat).
8. Bileshwarpura, Taluka Kalol, District Gandhinagar (Gujarat)
9. Torrent Pharma Inc. - 2091 Hartel Street, Pennsylvania 19057, U.S.A
91
m. Research & Development Facility
Village Bhat, Dist. Gandhinagar - 382 428 (Gujarat)
n. Compliance Officer
Shri Mahesh Agrawal
VP (Legal) & Company Secretary
Torrent House, Off Ashram Road, Ahmedabad – 380 009, Gujarat, India
Phone: + 91 79 26599000 Fax: + 91 79 26582100
E-mail ID: [email protected]
o. Investor services
E-mail ID: [email protected]
q. Debenture Trustee
IDBI TRUSTEESHIP SERVICES LIMITED
Asian Building, Ground Floor,
17, R. Kamani Marg, Ballard Estate,
Mumbai – 400 001.
Website: http://www.idbitrustee.com
E-mail ID: [email protected]
Tel. No: + 91 22 4080 7000
Mob No: +91 97029 43333
Fax No: +91 22 6631 1776
For and on behalf of the Board
I, Samir Mehta, Executive Chairman, declare that the Board of Directors of the Company has received affirmation on compliance
with the Code of Business Conduct for the period from 1st April, 2019 or the date of their joining the Company, whichever is later,
to 31st March, 2020 from all Members of the Board and employees under Senior Management Cadre comprising CEO / Executive
Directors (not a Member of the Board), Vice Presidents and General Managers.
93
INDEPENDENT AUDITORS’ REPORT
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020,
and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.
2. Recognition and measurement of Minimum Alternate Tax (MAT) Credit Entitlement – Deferred tax assets (Refer Note
4.13 and 21 to the Standalone Financial Statements):
The Key Audit Matter How the matter was addressed in our audit
The Company pays minimum alternate tax (MAT) under section In respect of MAT credit assets, we assessed recognition and
115JB of the Income Tax Act, 1961. The MAT paid would be measurement by performing the following procedures:
available as an offset over a period of 15 years. As disclosed
• Evaluating the design, implementation and operating
in Note 21 to the Standalone Financial Statements, the MAT
effectiveness of the relevant internal controls over
credit is recognized as a deferred tax asset. The utilization
recognition and measurement of MAT credit assets and
of this asset will be through offsetting it when the Company
underlying data;
pays taxes under the provision of Income Tax Act, 1961. The
Company is required to reassess recognition of MAT credit • Obtaining the approved business plans, projected
asset at each reporting date. profitability statements;
The Company has recognized MAT credit assets based on • Challenging the assumptions used regarding future business
the probability of income tax payable on future taxable profits plans and taxable profit in light of fiscal developments,
against which such MAT credit assets can be offset before they current economic environment in light of COVID 19
expire. The recognition is based on the projected profitability. related situation and prior performance in determining the
This is determined based on approved business plans. recoverability of MAT credit assets recognized within the
period available under applicable Income tax laws;
Recognition and measurement of such deferred tax assets has
been identified as a key audit matter because the assessment • Performing sensitivity analysis
process involves significant judgement and complexity
regarding the forecasts of future income tax. The realization • Testing the computation of amounts recognized as deferred
of these assets will be through such income tax within the tax assets on MAT credit;
time limits available under the applicable Income tax laws. • Focusing on the disclosures on MAT credit assets and
The assessment process is based on assumptions affected by assumptions used.
expected future market or economic conditions.
3. Revenue recognition [Refer Note 4.12 and 25 to the Standalone Financial Statements]
The Key Audit Matter How the matter was addressed in our audit
The Company provides a right of return to its customers as Our audit procedures included following:
a customary business practice. These arrangements result in
• Assessing the Company’s accounting policies for sales
deductions to gross amounts invoiced. As disclosed in Note
returns by comparing with applicable accounting standards;
25 to the Standalone Financial Statements, the revenue is
reduced taking into consideration the anticipated sales returns. • Testing the design, implementation and operating
effectiveness of key controls over the development of
Due to the Company’s presence across different regions
assumption of expected sales returns based on experience
and the competitive business environment, the estimation of
and completeness, recognition and measurement of
anticipated sales returns involves significant estimates and
accruals for sales returns;
considered to be complex and judgemental. The estimation
is dependent on various internal and external factors. These • Testing samples relating to sales returns recorded during
factors include, for example, the length of time when a sale is the year and compared to the actual payments made
made and when the sales return takes place, some of which or credit notes generated towards these items. Further,
are beyond the control of the Company. Accuracy of revenues performed procedures to test the accruals made for the year
may deviate because of change in judgements and estimates. end on a test basis and compared with the relevant source
Accordingly, evaluating the assumption of expected returns documents;
based on experience involves challenging auditor’s judgement.
We considered the evaluation of accrual for sales returns as a • Checking completeness and accuracy of the data used by
key audit matter. the Company for accrual of sales returns and also checking
the accrual for a selected sample of sales;
• Comparing the assumptions to current trends of sales
returns. We have also examined the historical trend of
the Company’s estimates to assess the assumptions and
judgements used by the Company in accrual of sales
returns as well as current trend of sales return. We evaluated
the Company’s ability to accurately estimate the accrual for
sales returns.
95
INDEPENDENT AUDITORS’ REPORT (Contd.)
Information Other than the Standalone Financial Statements and Auditors’ Report Thereon
The Company’s management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Company’s annual report, but does not include the financial statements and our auditors’ report
thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Management’s and Board of Directors’ Responsibility for the Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect
to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit and other
comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company
has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures in the standalone financial statements made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
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.
c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the
standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in
agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the
Act.
e) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the
Board of Directors, none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms
of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and
the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
97
INDEPENDENT AUDITORS’ REPORT (Contd.)
(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations as at 31 March 2020 on its financial position in its
standalone financial statements - Refer Note 40 to the standalone financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts- Refer Note 38 to the standalone
financial statements;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company.
iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank
notes during the period from 8 November 2016 to 30 December 2016 have not been made in these financial
statements since they do not pertain to the financial year ended 31 March 2020.
(C)
With respect to the matter to be included in the Auditors’ Report under section 197(16):
In our opinion and according to the information and explanations given to us, the remuneration paid by the company to
its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has
not prescribed other details under Section 197(16) which are required to be commented upon by us.
Jamil Khatri
Partner
Mumbai Membership Number: 102527
26th May, 2020 UDIN: 20102527AAAAAS7446
(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified by
the management in a phased manner over a period of three years. In accordance with this programme, certain fixed
assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this
periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) According to the information and explanations given to us and the records examined by us and based on the examination
of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the tittle deeds of immovable
properties are held in the name of the Company. Immovable properties of land and building whose tittle have been
pledged as security for loans are held in the name of the Company. In respect of immovable properties of land and
buildings that have been taken on lease and disclosed as fixed asset (right-of-use assets) in the financial statements,
the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.
(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such
verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were
not material and have been appropriately dealt with in the books of accounts.
(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans,
secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained
under Section 189 of the Act. Accordingly, paragraphs 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, or
provided any guarantees or security to the parties covered under Section 185 of the Act during the year. The Company has
complied with the provisions of Section 186 of the Act, in respect of investments made or guarantees provided to the parties
covered under Section 186 of the Act. The Company has not granted any loans or provided any security to the parties covered
under Section 186 of the Act.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits
from the public in accordance with the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules
framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by the Central Government
for maintenance of cost records under sub-section 1 of section 148 of the Act and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of
the records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including
Provident Fund, Employees’ State Insurance, Income-Tax, Goods and Service Tax, Duty of Customs, Cess and other
material statutory dues as applicable have been generally regularly deposited during the year by the Company with the
appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund,
Employees’ State Insurance, Income-Tax, Goods and Service Tax, Duty of Customs, Cess and other material statutory
dues were in arrears as at 31 March 2020 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of, Income-tax, Sales Tax, Service Tax,
Goods and Service Tax, Duty of customs, Duty of Excise, Value Added Tax, as at 31 March 2020, which have not been
deposited with the appropriate authorities on account of any dispute other than those mentioned in Enclosure I to this
report.
99
Annexure - A to the Independent Auditors’ Report (Contd.)
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment
of dues to its bankers, government and its debenture holders. The Company did not have any dues in respect of financial
institutions during the year.
(ix) According to the information and explanations given to us and based on our examination of the records of the Company,
the Company has not raised any money by way of initial public offer, further public offer (including debt instruments)
during the year. In our opinion and according to information and explanations given to us, the term loans have been
applied by the Company during the year for the purposes for which they were raised.
(x) During the course of our examination of the books and records of the Company, carried out in accordance with the
generally accepted auditing practices in India, and according to the information and explanations given to us, we have
neither come across any instance of material fraud by the Company or on the Company by its officers or employees,
noticed or reported during the year, nor have we been informed of any such case by the management.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company,
the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by
the provisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company as
prescribed under section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company,
transactions with the related parties are in compliance with the provisions of Sections 177 and 188 of the Act where
applicable. The details of such related party transactions have been disclosed in the standalone financial statements as
required by the applicable Indian Accounting Standards.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company,
the Company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company,
the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly,
paragraph 3(xv) of the Order is not applicable to the Company.
(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered
under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable
to the Company.
Jamil Khatri
Partner
Mumbai Membership Number: 102527
26th May, 2020 UDIN: 20102527AAAAAS7446
Enclosure I
Name of the Nature of Dues Forum where dispute Period to Amount Amount
Statute is pending which the demanded unpaid
amount relates (` in crores) (` in crores)
The Central Excise Demand of Excise duty/Interest/ CESTAT- Ahmedabad 2009-10 to 0.16 0.15
Act, 1944 Penalty 2010-11
The Central Excise Cenvat Credit/Input service tax/ CESTAT- Kolkatta 2011-12 2.47 2.42
Act, 1944 demand of duty & penalty
The Central Excise Cenvat Credit/Input service tax/ Commissioner 2015-16 & 1.00 0.97
Act, 1944 demand of duty & penalty (Appeals)- Siliguri 2016-17
2014-15 to
June-2017
Finance Act, 1994 Demand of Service Tax/Interest/ CESTAT- Ahmedabad 2013-14 5.97 5.97
Penalty
Finance Act, 1994 Demand of Service Tax/Interest/ Supreme Court of India 2007-08 to June 55.74 55.74
Penalty 2012
Finance Act, 1994 Demand of Service Tax/Interest/ Commissioner of GST July -2012 to 10.25 10.25
Penalty & Central Excise- Sept 2013
Ahmedabad October-2013 to
March-2015
The Central Excise Cenvat Credit/Input service tax/ CESTAT- Ahmedabad 2012-13 and 10.49 10.49
Act, 1944 demand of duty & penalty 2013-14
The Central Goods Interest on Input tax credit Gujarat High Court July & August 2.10 2.10
& Services Tax Act, refund recovery 2017
2017
Andhra Pradesh Demand of Tax Commercial Tax Officer 2015-16 0.08 0.08
Value Added Tax
Act, 2005
Madhya Pradesh Demand of Tax Assistant Commissioner 2014-15 and 0.10 0.10
Vat Act, 2002 of Commercial Tax, 2015-16
Madhya Pradesh
Uttar Pradesh Trade Demand of Tax Joint Commissioner 2003-04 and 0.41 0.41
Tax Act, 1948 Commercial Tax, Uttar 2005-06
Pradesh
Kerala Value Added Demand of Tax Asst Commissioner of 2007-08, 2009- 0.68 0.68
Tax Act, 2003 Commercial Tax 10 to 2011-12
Jharkhand Value Demand of Tax- VAT Deputy Commissioner of 2015-16 0.03 0.03
Added Tax Act, Commercial Tax
2005
West Bengal Value Demand of Tax- CST West Bengal Taxation 2015-16 1.20 1.20
Added Tax Act, Tribunal
2003
Bihar Value Added Demand of Tax Assistant Commissioner 2015-16 0.01 0.01
Tax Act, 2005 of Commercial Tax,
Bihar
101
Annexure - B to the Independent Auditors’ Report
on Standalone financial statements of Torrent Pharmaceuticals Limited for the year ended 31 March 2020
Report on the Internal Financial Controls with reference to the aforesaid standalone financial statements under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act, 2013.
(Referred to in paragraph 1(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
Opinion
We have audited the internal financial controls with reference to financial statements of Torrent Pharmaceuticals Limited (‘the
Company’) as of 31 March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year
ended on that date.
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements
and such internal financial controls were operating effectively as at 31 March 2020, based on the internal financial controls with
reference to financial statements criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India (the “Guidance Note”).
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed
under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial
statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was
established and maintained and whether such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial
statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls with reference to financial statements.
Jamil Khatri
Partner
Mumbai Membership Number: 102527
26th May, 2020 UDIN: 20102527AAAAAS7446
103
STANDALONE Balance Sheet
(` in crores)
As at As at
Notes 31-Mar-2020 31-Mar-2019
ASSETS
Non-current assets
Property, plant and equipment 6 2,700.72 2,673.30
Capital work-in-progress 6 513.33 470.88
Right-of-use assets 7 112.43 -
Goodwill 8 243.96 243.96
Other intangible assets 9 4,140.39 4,507.89
Intangible assets under development 9 23.08 26.70
Financial assets
Investments 10 134.87 134.87
Loans 11 2.29 2.61
Other financial assets 12 27.76 77.44
164.92 214.92
Income tax assets (net) 79.89 66.93
Deferred tax assets (net) 21 67.76 -
Other non-current assets 13 18.73 73.74
Total non-current assets 8,065.21 8,278.32
Current assets
Inventories 14 1,507.76 1,358.30
Financial assets
Investments 10 0.02 351.35
Trade receivables 15 1,508.94 1,356.01
Cash and cash equivalents 16(a) 386.46 92.61
Bank balances other than cash and cash equivalents 16(b) 4.49 145.23
Loans 11 3.64 3.79
Other financial assets 12 23.01 44.41
1,926.56 1,993.40
Other current assets 13 412.99 397.24
Non-current assets held for sale - 0.01
Total current assets 3,847.31 3,748.95
TOTAL ASSETS 11,912.52 12,027.27
EQUITY AND LIABILITIES
Equity
Equity share capital 17 84.62 84.62
Other equity 18 5,036.35 4,930.65
Total equity 5,120.97 5,015.27
Non-current liabilities
Financial liabilities
Borrowings 19 3,139.99 3,739.99
Other financial liabilities 23 53.82 8.69
3,193.81 3,748.68
Provisions 20 176.72 163.77
Deferred tax liabilities (net) 21 - 7.51
Other non-current liabilities 24 5.49 4.22
Total non-current liabilities 3,376.02 3,924.18
Current liabilities
Financial liabilities
Borrowings 19 789.31 726.60
Trade payables
Total outstanding dues of micro enterprises and small enterprises 22 13.19 7.14
Total outstanding dues of creditors other than micro enterprises and small enterprises 696.93 575.19
710.12 582.33
Other financial liabilities 23 1,648.73 1,419.85
3,148.16 2,728.78
Provisions 20 93.77 84.07
Other current liabilities 24 173.60 274.97
Total current liabilities 3,415.53 3,087.82
TOTAL EQUITY AND LIABILITIES 11,912.52 12,027.27
Notes forming part of the Standalone Financial Statements 1-44
In terms of our report attached For and on behalf of the Board of Directors
For B S R & Co. LLP Samir Mehta
Chartered Accountants Executive Chairman
Firm’s Registration No. 101248W/W-100022
Jamil Khatri Sudhir Menon Mahesh Agrawal
Partner Chief Financial Officer VP (Legal) & Company Secretary
Membership No. 102527
Mumbai Ahmedabad
26th May, 2020 26th May, 2020
(` in crores)
Year ended Year ended
Notes 31-Mar-2020 31-Mar-2019
REVENUE
Revenue from operations 25 6,168.44 5,762.48
Other income 26 236.93 381.96
Total Revenue 6,405.37 6,144.44
EXPENSES
Cost of materials consumed 27 1,352.96 1,206.95
Purchases of stock-in-trade 341.32 342.76
Changes in inventories of finished goods, work-in-progress and stock-in-trade 28 (56.83) (4.97)
Employee benefits expense 29 1,061.76 1,014.06
Finance costs 30 430.49 480.97
Depreciation and amortisation expense 31 606.66 578.90
Other expenses 32 1,552.24 1,590.65
Total Expenses 5,288.60 5,209.32
PROFIT BEFORE TAX 1,116.77 935.12
TAX EXPENSE 21
Current tax 192.13 193.75
Deferred tax credit (13.87) (4.05)
178.26 189.70
PROFIT FOR THE YEAR 938.51 745.42
Other comprehensive income, net of taxes
Items that will not be reclassified subsequently to profit or loss
Re-measurement gains / (losses) on defined benefit plans (16.54) (7.67)
Equity instruments through other comprehensive income (0.03) -
Income tax relating to items that will not be reclassified subsequently to profit or loss
Re-measurement gains / (losses) on defined benefit plans 5.78 2.68
Equity instruments through other comprehensive income 0.01 -
Items that will be reclassified subsequently to profit or loss
Effective portion on gains and loss on hedging instruments in a cash flow hedge (159.14) 43.10
Income tax relating to items that will be reclassified subsequently to profit or loss
Effective portion on gains and loss on hedging instruments in a cash flow hedge 55.61 (15.06)
(114.31) 23.05
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 824.20 768.47
Earnings per share [Nominal value per equity share of ` 5]
Basic and diluted 34 55.46 44.05
105
(A) Equity share capital (` in crores)
As at As at
31-Mar-2020 31-Mar-2019
Balance at the beginning of the year 84.62 84.62
Changes during the year - -
Balance at the end of the year 84.62 84.62
106
Cancellation of forfeited equity shares - - - 0.00 - - - 0.00
Dividends* (609.20) - - - - - - (609.20)
Tax on dividend (109.30) - - - - - - (109.30)
STANDALONE STATEMENT OF CHANGES IN EQUITY
*Dividends include 2018-19 final dividend of ` 4 per share and 2019-20 interim dividend of ` 32 per share.
**Dividends include 2017-18 final dividend of ` 5 per share and 2018-19 interim dividend of ` 13 per share.
STANDALONE STATEMENT OF CHANGES IN EQUITY (Contd.)
(a) Retained earnings : Retained earnings are the profits earned till date, less any transfers to other reserves and dividends
distributed.
(b) General reserve : The general reserve is used from time to time to transfer profits from retained earnings for appropriation
purposes.
(c) Debenture redemption reserve : The reserve represents amount required to be set aside out of profits in accordance with
Companies Act, 2013 upto 16-Aug-2019.
(d) Capital reserve : Capital reserve represents profit or loss on cancellation of own forfeited equity instruments.
(e) Securities premium : Securities premium comprises of the premium on issue of shares. The reserve is utilised in accordance
with the specific provision of the Companies Act, 2013.
(f) Equity instruments through other comprehensive income : This represents the cumulative gains and losses arising on
revaluation of equity instruments measured at fair value through other comprehensive income.
(g) Effective portion of cash flow hedges : This represents the cumulative effective portion of gains or losses arising on
changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or
loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated
under the heading of effective portion of cash flow hedges will be reclassified to statement of profit and loss only when the
hedged items affect the profit or loss.
In terms of our report attached For and on behalf of the Board of Directors
Mumbai Ahmedabad
26th May, 2020 26th May, 2020
107
STANDALONE statement of Cash flows
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
A CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 1,116.77 935.12
Adjustments for :
Depreciation and amortisation expense 606.66 578.90
Allowance for doubtful trade receivables (net) 1.02 1.12
Unrealised foreign exchange (gain)/loss (net) (77.16) 108.50
Share of profit from partnership firm - (0.65)
Loss on sale / discard / write-off of property, plant & equipment 8.25 3.23
Net gain on sale of investments (30.32) (45.54)
Finance costs 430.49 480.97
Interest income (6.38) (18.34)
Dividend income (76.60) (287.41)
1,972.73 1,755.90
Adjustments for changes in working capital :
Trade receivables, loans and other assets (82.82) (232.57)
Inventories (149.46) (58.90)
Trade payables, liabilities and provisions 45.03 (24.42)
CASH GENERATED FROM OPERATIONS 1,785.48 1,440.01
Direct taxes paid (206.70) (208.18)
NET CASH FROM OPERATING ACTIVITIES 1,578.78 1,231.83
B CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment and intangible assets (346.20) (615.80)
Proceeds from sale of property, plant and equipment and intangible assets 1.96 1.78
Purchase of investment in equity shares - (2.00)
Sale of government securities - 15.25
Refund of partner's capital on dissolution of partnership firm - 17.61
Net gain on sale of investments 30.32 45.54
Dividend received 76.60 287.41
Fixed deposits matured / (Investment in fixed deposits) 141.29 (141.42)
Interest received 15.28 18.30
NET CASH USED IN INVESTING ACTIVITIES (80.75) (373.33)
C CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 750.00 750.00
Repayment of long-term borrowings (1,163.31) (689.63)
Proceeds from / (repayment of) short term borrowings (net) 62.71 (313.60)
Proceeds from loan repaid by subsidiary - 115.35
Repayment of lease obligations (20.00) -
Dividend paid (including tax on dividend) (718.50) (309.69)
Finance cost paid (466.38) (480.01)
NET CASH USED IN FINANCING ACTIVITIES (1,555.48) (927.58)
NET DECREASE IN CASH AND CASH EQUIVALENTS (57.45) (69.08)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR 443.91 512.99
CASH AND CASH EQUIVALENTS AT THE END OF YEAR 386.46 443.91
(` in crores)
Year ended Year ended
Notes 31-Mar-2020 31-Mar-2019
Notes: (1) Cash and cash equivalents as at end of year
Cash and cash equivalents 16(a) 386.46 92.61
Current investment in mutual funds 10 - 351.30
386.46 443.91
(2) Changes in liabilities arising from financing activities :
Long-term borrowings (Refer note 19) :
Opening balance 4,896.47 4,804.36
Amount borrowed during the year 750.00 750.00
Amount repaid during the year (1,163.31) (689.63)
Amortised cost adjustment 3.01 3.22
Foreign exchange difference 18.86 28.52
Closing balance 4,505.03 4,896.47
Lease obligations (Refer note 19) :
Recognised on adoption of Ind AS 116 48.99 -
Interest accrued during the year 3.52 -
Amount paid during the year (20.00) -
Foreign exchange difference (0.19) -
Closing balance 32.32 -
Short-term borrowings (Refer note 19) :
Opening balance 726.60 1,040.20
Amount borrowed / (repaid) during the year (net) 62.71 (313.60)
Closing balance 789.31 726.60
In terms of our report attached For and on behalf of the Board of Directors
Mumbai Ahmedabad
26th May, 2020 26th May, 2020
109
notes FORMING PART OF THE standalone financial statements
1 CORPORATE INFORMATION
Torrent Pharmaceuticals Limited (“the Company”) is a public limited company incorporated and domiciled in India. The
address of its registered office is Torrent House, Off Ashram Road, Ahmedabad – 380 009, Gujarat, India. The Company is
one of the leading Indian Pharmaceutical Company engaged in research, development, manufacturing and marketing of
generic pharmaceutical formulations. The Company’s research and development facility is located in the state of Gujarat,
India and its manufacturing facilities are located in the states of Gujarat, Himachal Pradesh, Madhya Pradesh, Andhra
Pradesh and Sikkim.
2 STATEMENT OF COMPLIANCE
The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section
133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to
time and other relevant provisions of the Act.
All assets and liabilities have been classified as current or non-current as set out in the Schedule III (Division II) to the
Companies Act, 2013.
Key source of estimation of uncertainty at the date of financial statements, which may cause material adjustment to the
carrying amount of assets and liabilities within the next financial year, is in respect of:
• Useful lives of property, plant and equipment (refer note 4.1)
• Valuation of assets acquired as part of business combination (refer note 4.2.1)
• Useful lives of intangible assets (refer note 4.3)
• Impairment of investments in subsidiaries (refer note 4.5.1)
• Valuation of inventories (refer note 4.7)
• Impairment of intangible assets and goodwill (refer note 4.8.2)
• Employee benefits (refer note 4.9)
• Provisions & contingent liabilities (refer note 4.11)
• Sales returns (refer note 4.12)
• Valuation of deferred tax assets (refer note 4.13)
4 SIGNIFICANT ACCOUNTING POLICIES
4.1 Property, plant and equipment
Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation and any
accumulated impairment losses. The cost of fixed assets comprises of its purchase price, non-refundable taxes & levies,
freight and other incidental expenses related to the acquisition and installation of the respective assets. Borrowing cost
attributable to financing of acquisition or construction of the qualifying fixed assets is capitalized to respective assets when
the time taken to put the assets to use is substantial.
When major items of property, plant and equipment have different useful lives, they are accounted for as separate items of
property, plant and equipment. The cost of replacement of any property, plant and equipment is recognized in the carrying
amount of the item if it is probable that the future economic benefit associated with the item will flow to the Company and
its cost can be measured reliably.
Capital work in progress are those which are not ready for intended use are carried at cost less impairment loss, if any.
Pre-operative expenditure comprising of revenue expenses incurred in connection with project implementation during the
period upto commencement of commercial production are treated as part of the project costs and are capitalized. Such
expenses are capitalized only if the project to which they relate, involve substantial expansion of capacity or upgradation.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected
to arise from its use. Difference between the sales proceeds and the carrying amount of the asset is recognized in the
statement of profit and loss.
Freehold land is carried at historical cost and not depreciated. Depreciation on property, plant and equipment is provided
using straight-line method based on useful life of the assets estimated by the management. The estimated useful lives,
residual values and depreciation method are reviewed at each financial year-end and changes in estimates, if any are
accounted for on a prospective basis.
The estimated useful lives of property, plant and equipments are as under:
111
notes FORMING PART OF THE standalone financial statements
In case of bargain purchase where the fair value of identifiable assets and liabilities exceed the cost of acquisition, the
excess is recognised in other comprehensive income on the acquisition date and accumulate the same in equity as capital
reserve after reassessing the fair values of the net identifiable assets and contingent liabilities.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised,
to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would
have affected the amounts recognized at that date. These adjustments are called as measurement period adjustments. The
measurement period does not exceed one year from the acquisition date.
Business combinations arising from transfers of interests in entities that are under the common control are accounted for
using the pooling of interests method. The assets and liabilities of the combining entities are reflected at their carrying
amounts and no adjustments are made to reflect their fair values or recognise any new assets or liabilities. The difference
between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired
entity are recorded in capital reserve and presented separately from other capital reserves with disclosure of its nature and
purpose. The financial statement of prior period is restated as if the business combination had occurred from the beginning
of the preceding period, irrespective of the actual date of combination.
4.2.2 Goodwill
Goodwill represents the excess of the consideration paid to acquire a business over underlying fair value of the identified
assets acquired. Goodwill is carried at cost less accumulated impairment losses, if any. Goodwill is deemed to have an
indefinite useful life and is tested for impairment annually or when events or circumstances indicate that the implied fair
value of goodwill is less than its carrying amount.
For the purposes of impairment testing, goodwill is allocated to each of the Company’s cash-generating units (CGUs) that is
expected to benefit from the synergies of the combination. Where goodwill has been allocated to a cash-generating unit and
part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the
carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances
is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
Acquired research and development intangible assets that are under development are recognised as Intangible assets
under development. These assets are not amortised but evaluated for potential impairment on an annual basis or when
there are indications that the carrying value may not be recoverable. Any impairment is recognised as an expense in the
statement of profit and loss.
Intangible assets are amortized over their respective estimated useful life using straight-line method. The estimated useful
life of amortizable intangibles is reviewed at the end of each reporting period and change in estimates if any are accounted
for on a prospective basis.
113
notes FORMING PART OF THE standalone financial statements
(e) Borrowings :
Borrowings are initially recorded at fair value and subsequently measured at amortized costs using effective interest
rate method. Transaction costs are charged to statement of profit and loss as financial expenses over the term of
borrowing.
115
notes FORMING PART OF THE standalone financial statements
Leasehold land is recognized as an asset at the value of the upfront premium / charges paid to acquire lease.
Operating lease
Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are
recognized as operating lease. Operating lease payments are recognized as an expense on a straight line basis over the
lease term unless the payments are structured to increase in line with the expected general inflation so as to compensate
for the Lessor’s expected inflationary cost increases.
Effective 01-April-2019, the Company has adopted Ind AS 116 Leases which introduces single accounting model and
requires a lessee to recognise assets and liabilities for all leases subject to recognition exemptions.
The Company adopted Ind AS 116 Leases using modified retrospective approach and practical expedients. Accordingly, the
comparative information presented for the year ended 31-March-2019 is presented as previously reported under Ind AS 17
Leases.
At inception of a contract, the Company assesses whether a contract is or contains a lease. A contract is or contains a lease
if the contract conveys the right to control the use of an identified assets for a period of time in exchange for consideration.
To assess whether a contract conveys the right to control the use of an identified asset the Company assesses whether
contract involves the use of an identified asset, the Company has a right to obtain substantially all of the economic benefits
from the use of the asset throughout the period of use and the Company has the right to direct the use of the asset.
At the inception date, right-of-use asset is recognised at cost which includes present value of lease payments adjusted for
any payments made on or before the commencement of lease and initial direct cost, if any. It is subsequently measured
at cost less accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of
the lease liability. Right-of-use asset is depreciated using the straight-line method from the commencement date over the
earlier of useful life of the asset or the lease term. When the Company has purchase option available under lease and
cost of right-of-use assets reflects that purchase option will be exercised, right-of-use asset is depreciated over the useful
life of underlying asset. Right-of-use assets are tested for impairment whenever there is any indication that their carrying
amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.
At the inception date, lease liability is recognised at present value of lease payments that are not made at the commencement
of lease. Lease liability is subsequently measured by adjusting carrying amount to reflect interest, lease payments and
remeasurement, if any.
Lease payments are discounted using the incremental borrowing rate or interest rate implicit in the lease, if the rate can be
determined.
The Company has elected not to apply requirements of Ind AS 116 to leases that has a term of 12 months or less and
leases for which the underlying asset is of low value. Lease payments of such lease are recognised as an expense on
straight line basis over the lease term.
4.7 Inventories
Inventories are carried at the lower of cost and net realizable value.
The cost incurred in bringing the inventory to their existing location and conditions are determined as follows:
a. Raw material and packing material - Purchase cost of materials on a moving average basis.
b. Finished goods (manufactured) and work in progress - Cost of purchase, conversion cost and other costs on a
weighted average cost method.
c. Finished Goods (traded) - Purchase cost on a moving average basis.
The cost of purchase of inventories comprise the purchase price, import duties and other taxes (other than those
subsequently recovered by the Company from tax authorities), and transport, handling and other costs directly attributable
to bringing the inventory to their existing location and conditions. Trade discounts, rebates and other similar items are
deducted in determining the costs of purchase.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sales.
The Company considers various factors like shelf life, ageing of inventory, product discontinuation, price changes and
any other factor which impact the Company’s business in determining the allowance for obsolete, non-saleable and slow
moving inventories. The Company considers the above factors and adjusts the inventory provision to reflect its actual
experience on a periodic basis.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the
asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized in the statement of profit and loss
to such extent. When an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to
the revised estimate of its recoverable amount, such that the increase in the carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years.
A reversal of an impairment loss is recognised immediately in statement of profit and loss.
Goodwill
CGUs to which goodwill has been allocated are tested for impairment annually or more frequently when there is indication
for impairment. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first
to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the
basis of the carrying amount of each asset in the unit.
Determination of recoverable amount of CGU requires the management to estimate the future cash flows expected to
arise and a suitable discount rate in order to calculate the present value. An impairment loss recognised for goodwill is not
reversed in subsequent periods.
117
notes FORMING PART OF THE standalone financial statements
Termination benefits :
Termination benefits are recognized as an expense when the Company is committed without any possibility of withdrawal
of an offer made to either terminate employment before the normal retirement date or as a result of an offer made to
encourage voluntary retirement.
that arises from past events where it is not probable that an outflow of resources embodying economic benefits will be
required to settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability are disclosed
as contingent liability and not provided for.
Contingent assets :
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.
Contingent assets are not recognised and disclosed only when an inflow of economic benefits is probable.
Provisions :
A provision is recognized when as a result of a past event, the Company has a present obligation whether legal or
constructive that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle
the obligation. If the obligation is expected to be settled more than 12 months after the end of reporting date or has no
definite settlement date, the provision is recorded as non-current liabilities after giving effect for time value of money, if
material. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance
cost.
Revenue from sale of goods is recognized at point in time when control is transferred to the customer and it is probable that
consideration will be collected. Control of goods is transferred upon the shipment of the goods to the customer or when
goods is made available to the customer.
The transaction price is documented on the sales invoice and payment is generally due as per agreed credit terms with
customer.
The consideration can be fixed or variable. Variable consideration is only recognised when it is highly probable that a
significant reversal will not occur.
Sales return is variable consideration that is recognised and recorded based on historical experience, market conditions
and provided for in the year of sale as reduction from revenue. The methodology and assumptions used to estimate returns
are monitored and adjusted regularly in line with trade practices, historical trends, past experience and projected market
conditions.
Export entitlements are recognised as income when right to receive credit as per the terms of the scheme is established in
respect of the exports made and where there is no significant uncertainty regarding the ultimate collection of the relevant
export proceeds.
Current tax is the tax payable on the taxable profit for the year, using tax rates enacted or substantively enacted by
the end of reporting period by the governing taxation laws, and any adjustment to tax payable in respect of previous
periods. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred taxes arising from deductible and taxable temporary differences between the tax base of assets and liabilities and
their carrying amount in the financial statements are recognized using substantively enacted tax rates and laws expected to
apply to taxable income in the years in which the temporary differences are expected to be received or settled. The deferred
tax arising from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination
and affects neither accounting nor taxable profit or loss at the time of the transaction are not recognized.
119
notes FORMING PART OF THE standalone financial statements
Deferred tax asset are recognized only to the extent that it is probable that future taxable profit will be available against
which the deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred income tax assets to be utilized.
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to do the same.
For units which enjoy tax holiday benefit, deferred tax assets and liabilities have been provided for the tax consequences of
those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse
after the tax holiday ends.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which gives rise to
future economic benefits in the form of adjustment of future income tax liability. Accordingly, MAT is recognized as deferred
tax asset in the balance sheet when the assets can be measured reliably and it is probable that the future economic benefit
associated with the asset will be realized.
Dividend distribution tax arising out of payment of dividends to shareholders under the Indian Income Tax Act regulation
are recognized in statement of changes in equity as part of associated dividend payment.
All other borrowing costs are recognised in statement of profit and loss in the period in which they are incurred.
5 RECENT IND AS
Ministry of Corporate Affairs notifies amendments to the existing Ind AS or new Ind AS. There is no such amendment to the
existing Ind AS or new Ind AS which are notified and applicable from April 1, 2020.
(i) Certain property, plant and equipments hypothecated/mortgaged as security for borrowings as disclosed under note 19.
(ii) Capital work-in-progress includes expenditure of ` 24.77 crores (previous year : ` 12.40 crores) incurred in the course of construction.
(iii) The amount of capital commitments is disclosed in note 40.
(iv) Additions to research and development assets during the year are as under:
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
Buildings 0.57 0.94
Plant and equipments [including laboratory equipments] 21.04 25.34
Electrical equipments 1.75 0.77
Furniture and fixtures 2.73 1.74
Office equipments 0.62 0.21
Vehicles 0.37 0.57
Intangibles being softwares 3.96 1.61
Total 31.04 31.18
(v) Pro-rata cost of assets owned jointly with Torrent Power Limited, a fellow subsidiary are as under:
(` in crores)
Proportion of holding As at 31-Mar-2020 As at 31-Mar-2019
Freehold Land 50% 23.79 23.79
Freehold Land 30% 35.69 35.69
Building 30% 0.65 0.65
121
notes FORMING PART OF THE standalone financial statements
7 Right-of-use assets
(` in crores)
Land Buildings Vehicles Total
Gross carrying amount as at 01-Apr-2019 52.21 6.86 43.68 102.75
(On adoption of Ind AS 116)
Additions during the year - - - -
Deductions / Adjustments during the year (29.50) - - (29.50)
Gross carrying amount as at 31-Mar-2020 81.71 6.86 43.68 132.25
Accumulated depreciation as at 01-Apr-2019 - - - -
Depreciation for the year 1.88 2.52 15.42 19.82
Accumulated depreciation as at 31-Mar-2020 1.88 2.52 15.42 19.82
Net carrying amount as at 31-Mar-2020 79.83 4.34 28.26 112.43
(i) Lease contracts entered by the Company majorly pertains for land, buildings and vehicles taken on lease to conduct its
business in the ordinary course.
(ii) Lease expenses of ` 9.44 crores recognised in statement of profit and loss for the year ended 31-Mar-2020 towards short-
term leases, lease of low value assets and variable lease rental not included in measurement of lease liability.
(iii) Extension and termination options are included in some of the lease contracts. These are used to maximise operational
flexibility in terms of managing assets used in Company’s operations.
(iv) Lease obligations, interest expense on lease, maturity profile of lease obligation and payment of lease obligations are
disclosed respectively in Borrowings (refer note 19), Finance costs (refer note 30), Liquidity risk (refer note 38) and Statement
of Cash Flows.
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
8 Goodwill
Balance at beginning of year 243.96 243.96
Balance at end of year 243.96 243.96
The Company tests goodwill for impairment annually or based on an indicator. The Company provides for impairment if the carrying
amount of goodwill exceeds its recoverable amount. The recoverable amount is determined based on “value in use” calculations
which is calculated as the net present value of forecasted cash flows of cash generating unit (CGU) to which the goodwill is related.
Key assumptions for CGUs with significant amount of goodwill are as follows :
a) Projected cash flows for five years based on financial budgets / forecasts in line with the past experience. The perpetuity value
is taken based on the long term growth rate depending on macro economic growth factors.
Acquired brands are considered as CGU for testing of impairment of goodwill amounting to ` 209.34 crores generated on
acquisition of brands.
The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.
123
notes FORMING PART OF THE standalone financial statements
(` in crores)
No. of As at As at
shares 31-Mar-2020 31-Mar-2019
10 Investments
Non-current
At Cost
Investments in subsidiaries
Equity instruments of :
Zao Torrent Pharma (Russia) 23802 58.80 58.80
fully paid-up equity shares of Russian Roubles 100 each
Less : Provision for impairment (23.08) (23.08)
35.72 35.72
Torrent Do Brasil Ltda. (Brazil) 19144418 31.11 31.11
fully paid-up equity shares (Quotas) of Brazilian Reai 1 each
Torrent Pharma Gmbh (Germany) : equity capital - 23.37 23.37
Torrent Pharma Inc. (USA) 12000 4.99 4.99
fully paid-up common Stock of USD 100 each
Torrent Pharma Philippines Inc. (Philippines) 192732 4.75 4.75
fully paid-up equity shares of Philippines Pesos 200 each
Laboratorios Torrent, S.A. De C.V. (Mexico) 74741 27.99 27.99
fully paid-up equity shares of Mexican Pesos 1000 each
Torrent Australasia Pty Ltd (Australia) 675000 0.30 0.30
partly paid-up common stock of Australian Dollar (AUD) 1 each,
AUD 0.1282 paid each
Torrent Pharma S.R.L. (Romania) 97000 6.27 6.27
fully paid-up equity shares of Euro 10 each
Less : Provision for impairment (6.27) (6.27)
- -
Torrent Pharma (UK) Ltd (United Kingdom) 225000 1.68 1.68
fully paid-up equity shares of United Kingdom’s Sterling 1 each
Torrent Pharma (Thailand) Co., Ltd. (Thailand) 2380000 2.10 2.10
fully paid-up equity shares of 5 Thai baht each
Torrent Pharma France S.A.S. (France) 1 0.09 0.09
fully paid-up equity share of 1 Euro each
Less : Provision for impairment (0.09) (0.09)
- -
Laboratories Torrent (Malaysia) SDN. BHD. (Malaysia) 1000000 0.77 0.77
fully paid-up equity shares of 1 Malaysian Ringgit each
132.78 132.78
At fair value through other comprehensive income
Equity instruments of :
Epigeneres Biotech Private Limited 158 2.00 2.00
fully paid-up equity shares of ` 10 each
Shivalik Solid Waste Management Limited 20000 0.02 0.02
fully paid-up equity shares of ` 10 each
Tornascent Care Institute 25000 0.03 0.03
fully paid-up equity shares of ` 10 each
(` in crores)
No. of As at As at
shares 31-Mar-2020 31-Mar-2019
10 Investments (Contd.)
UNM Foundation 25000 0.03 0.03
fully paid-up equity shares of ` 10 each
At amortised cost
National savings certificates 0.01 0.01
134.87 134.87
Current
At fair value through other comprehensive income
Equity instruments of :
Corporation Bank 15500 0.02 0.05
fully paid-up equity shares of ` 2 each
At fair value through profit or loss
Mutual funds - 351.30
0.02 351.35
134.89 486.22
(i) Aggregate amount of unquoted investments 134.87 134.87
(ii) Aggregate amount of quoted investments 0.02 0.05
(iii) Aggregate amount of investment in mutual funds at market value - 351.30
(iv) Aggregate impairment in value of investment 29.44 29.44
(v) Ownership interest in all subsidiaries is 100%.
11 Loans
[Unsecured and considered good, unless otherwise stated]
Non-current
Employee loans 2.29 2.61
2.29 2.61
Current
Employee loans 3.64 3.79
3.64 3.79
5.93 6.40
125
notes FORMING PART OF THE standalone financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
13 Other assets
Non-current
Capital advances 18.73 23.81
Pre-paid expenses - 49.93
18.73 73.74
Current
Export benefits receivable 77.11 63.59
Claims receivable (indirect tax / insurance / others) 111.52 112.85
Employee advances 4.63 5.06
Pre-paid expenses 33.34 27.07
Indirect taxes recoverable 101.15 100.71
Advances to suppliers 82.52 77.34
Other receivables 2.72 10.62
412.99 397.24
431.72 470.98
14 Inventories
[At lower of cost or net realisable value]
Raw materials 730.52 639.51
Packing materials 46.00 44.38
Work-in-progress 203.18 187.37
Finished goods 407.67 363.47
Stock-in-trade 120.39 123.57
1,507.76 1,358.30
(i) The Company charged inventory write-down (net) of ` 6.69 crores and ` 21.62 crores
to statement of profit and loss for the year ended 31-Mar-2020 and 31-Mar-2019
respectively.
(ii) Inventories are hypothecated as security for borrowings as disclosed under note 19.
15 Trade receivables
Unsecured
(a) Considered good 1,508.94 1,356.01
(b) Significant increase in credit risk 9.80 18.82
Less : Allowance for doubtful trade receivables 9.80 18.82
1,508.94 1,356.01
(i) Trade receivables are non-interest bearing and are generally on credit period of
60-180 days.
(ii) Movements in allowance for doubtful trade receivables :
Opening balance 18.82 87.36
Add : Provision made during the year (net) 1.02 1.12
Less: Provision used during the year (9.06) (62.85)
Add / (less): Translation exchange difference (0.98) (6.81)
Closing balance 9.80 18.82
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
16 Cash and bank balanCes
(a) Cash and cash equivalents :
Balances with banks 136.27 58.97
Cash on hand 0.19 0.14
Fixed deposit with original maturity of less than 3 months 250.00 33.50
386.46 92.61
(b) Bank balances other than cash and cash equivalents :
Earmarked balances with banks 4.35 3.92
Fixed deposit with maturity of less than 12 months 0.14 141.31
4.49 145.23
Earmarked balances with banks primarily relates to unclaimed dividends.
390.95 237.84
(i) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting year:
As at 31-Mar-2020 As at 31-Mar-2019
Particulars
Numbers ` in crores Numbers ` in crores
As at the beginning of the year 169,222,720 84.62 169,222,720 84.62
Outstanding at the end of the year 169,222,720 84.62 169,222,720 84.62
(ii) Torrent Private Limited*, the holding Company, holds 120,563,720 (previous year 120,563,720) equity shares of ` 5 each,
equivalent to 71.25% (previous year 71.25%) of the total number of subscribed & paid up equity shares, which is the only
shareholder holding more than 5 % of total equity shares.
(iii) The Company has one class of equity shares having par value of ` 5 each. Each shareholder is eligible for one vote per
share held. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining
assets of the Company after distribution of all preferential amount, in proportion to shareholding.
*Torrent Private Limited changed to Torrent Investments Private Limited w.e.f 15-Apr-2020
127
notes FORMING PART OF THE standalone financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
18 Other equity
Reserves and Surplus
Retained earnings 2,093.30 1,884.05
General reserve 2,648.31 2,510.78
Debenture redemption reserve 351.71 489.24
Capital reserve 0.00 -
Securities premium 4.34 4.34
5,097.66 4,888.41
Other comprehensive income
Effective portion of cash flow hedges (61.32) 42.21
Equity instruments through other comprehensive income 0.01 0.03
(61.31) 42.24
5,036.35 4,930.65
19 Borrowings
Non-current
Secured non-convertible debentures 1,162.72 1,404.43
Secured term loans from banks 1,960.17 2,332.45
Unsecured term loans from others 1.56 3.11
Lease obligations 15.54 -
3,139.99 3,739.99
Current maturities of long-term debt (Refer note 23)
Secured non-convertible debentures 542.56 550.11
Secured term loans from banks 836.46 603.73
Unsecured term loans from others 1.56 2.64
Lease obligations 16.78 -
1,397.36 1,156.48
Current
Secured loans from banks 489.31 450.00
Unsecured loans from banks 300.00 -
Unsecured commercial paper from banks - 276.60
789.31 726.60
5,326.66 5,623.07
Notes:
(i) Term Loans from banks referred above to the extent of :
(a) ` 1,943.72 crores (Previous year ` 1,515.44 crores) are secured by first pari-passu mortgage/ charge on immovable
as well as tangible movable assets, present and future, located at village Indrad (Manufacturing facility on identified
land), Bhat (Research facility), Corporate office, Ahmedabad, all in Gujarat, and village Baddi (Manufacturing facility)
in Himachal Pradesh as well as on certain identified trademarks of the Company including its future line extensions.
(b) ` Nil (Previous year ` 749.54 crores) are secured by first pari-passu mortgage/ charge on immovable as well as tangible
movable assets, present and future, located at village Indrad (Manufacturing facility on identified land), Bhat (Research
facility), Corporate office, Ahmedabad, all in Gujarat, and village Baddi (Manufacturing facility) in Himachal Pradesh
as well as on certain identified trademarks of the Company including its future line extensions, in respect of which
Company is in the process of creating charge.
(c) ` 251.29 crores (Previous year ` 345.86 crores) from bank is secured by first charge on certain identified trademarks
of the Company including its future line extensions.
19 Borrowings (Contd.)
(d) ` 75.38 crores (Previous year ` 193.68 crores) are secured by first pari-passu mortgage/ charge on immovable as well
as tangible movable assets, present and future, located at village Indrad (Manufacturing facility on identified land),
Bhat (Research facility), Corporate office, Ahmedabad, all in Gujarat, and village Baddi (Manufacturing facility) in
Himachal Pradesh.
(e) ` 76.24 crores (Previous year ` 131.66 crores) are secured by first pari passu mortgage/ charge on immovable and
tangible movable assets, present and future, located at Dahej (SEZ) in Gujarat (Manufacturing facility) and Gangtok
in Sikkim (Manufacturing facility) as well as on certain identified trademarks of the Company including its future line
extensions.
(f) ` 450.00 crores (Previous year ` Nil ) are secured by first pari passu mortgage/ charge on immovable and tangible
movable assets, present and future, located at Dahej (SEZ) in Gujarat (Manufacturing facility) and Gangtok in Sikkim
(Manufacturing facility) as well as on certain identified trademarks of the Company including its future line extensions,
in respect of which company is in the process of creating charge.
(ii) Non-convertible debentures referred above to the extent of :
(a) ` 549.57 crores (Previous year ` 956.22 crores) are secured by first pari passu mortgage/ charge on immovable and
tangible movable assets, present and future, located at Dahej (SEZ) in Gujarat (Manufacturing facility) and Gangtok
in Sikkim (Manufacturing facility) as well as on certain identified trademarks of the Company including its future line
extensions.
(b) ` 855.71 crores (Previous year ` 998.32 crores) are secured by first pari-passu mortgage/ charge on immovable as
well as tangible movable assets, present and future, located at village Indrad (Manufacturing facility on identified
land), Bhat (Research facility), Corporate office, Ahmedabad, all in Gujarat, and village Baddi (Manufacturing facility)
in Himachal Pradesh as well as on certain identified trademarks of the Company including its future line extensions.
(c) ` 300.00 crores (Previous year ` Nil) are secured by first pari passu mortgage/ charge on tangible immovable and
movable assets, present and future, located at Dahej (SEZ) in Gujarat (Manufacturing facility) as well as on certain
identified trademarks of the Company including its future line extensions.
(iii) Short term borrowings from banks are in nature of working capital facilities which are secured by hypothecation of inventories
and book debts.
(iv) Average interest rate on borrowings is 7.82% for the year ended 31-Mar-2020 (Previous year 8.39%).
(v) The principal amount repayable in yearly instalments for long-term loans and lease obligations are as under:
Financial year ` in crores
2020-21 1,397.36
2021-22 1,059.58
2022-23 856.70
2023-24 515.75
2024-25 424.55
2025-26 292.84
4,546.78
Less : Amortised cost adjustment 9.43
Total 4,537.35
(vi) Maturity profile and rate of interest of non-convertible debentures are set out as below:
(` in crores)
Effective 2025-26 2024-25 2023-24 2022-23 2021-22 2020-21 Total Amortised Closing
Rate of Interest repayment cost balance
adjustment
7.40% to 9.30% 142.84 142.86 142.86 442.86 292.86 542.56 1,706.84 1.56 1,705.28
129
notes FORMING PART OF THE standalone financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
20 Provisions
Non-current
Provision for employee benefits
Post-retirement benefits (Refer note 37) 2.13 -
Leave benefits 86.45 84.73
88.58 84.73
Provision for sales returns 88.14 79.04
176.72 163.77
Current
Provision for employee benefits
Leave benefits 14.34 13.61
Provision for sales returns 79.43 70.46
93.77 84.07
270.49 247.84
Provision for sales returns :
The Company, as a trade practice, accepts returns from market which are primarily in the
nature of expired or near expiry products. Provision is made for such returns on the basis
of historical experience, market conditions and specific contractual terms.
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
21 Income Taxes
(a) Expense / (benefit) recognised in the statement of profit and loss:
Current tax:
Expense for current year 192.13 193.75
Deferred tax:
Deferred tax benefit for current year (13.87) (4.05)
178.26 189.70
(b) Expense / (benefit) recognised in statement of other comprehensive income
Re-measurement gains / (losses) on defined benefit plans 5.78 2.68
Equity instruments through other comprehensive income 0.01 -
Effective portion on gains and loss on hedging instruments in a cash flow hedge 55.61 (15.06)
61.40 (12.38)
(c) Reconciliation of Effective Tax Rate :
Profit before income taxes 1,116.77 935.12
Enacted tax rate in India 34.94% 34.94%
Expected income tax expenses 390.24 326.77
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
21 Income Taxes (Contd.)
Adjustments to reconcile expected income tax expense to reported income
tax expense:
Weighted deduction allowed in respect of research and development (72.31) (70.64)
expenses
Effect of deductions allowed under Income Tax (137.84) -
Effect of expenses not deductible in determining taxable profit 54.37 23.33
MAT Credit entitlement of earlier periods recognised - (73.28)
Tax impact on future transition to new tax regime (41.00) -
Effect of income taxed at special rates (13.39) (21.51)
Others (net) (1.81) 5.03
Adjusted income tax expenses 178.26 189.70
Effective Tax Rate 15.96% 20.29%
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
(d) Deferred tax relates to:
Deferred tax liabilities / (assets) :
Property, plant and equipments and intangible assets 932.26 829.07
Amortised cost adjustment on borrowings 3.31 4.35
Fair valuation of investment in mutual funds - 0.38
Fair valuation of investment in equity instruments 0.00 0.01
Cash flow hedge reserve (32.94) 22.67
Provision for employee benefit expense (35.97) (34.36)
Valuation of inventories (8.74) (5.24)
Allowance for doubtful trade receivables (3.42) (6.58)
Interest accrued but not due (9.95) (14.66)
Lease obligations (11.74) -
MAT credit entitlement (900.57) (721.82)
Unabsorbed depreciation - (66.31)
Deferred tax liabilities / (assets) net (67.76) 7.51
Under the Income-tax Act, 1961, the Company is liable to pay Minimum Alternate Tax (MAT). MAT paid can be carried
forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax
asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with
the asset will be realised.
131
notes FORMING PART OF THE standalone financial statements
(` in crores)
Opening Recognised Recognised Closing
balance as in statement in other balance
Year ended 31-Mar-2019
at of profit and comprehensive as at
01-Apr-2018 loss income 31-Mar-2019
Deferred tax liabilities / (assets) in relation to:
Property, plant and equipments and intangible assets 599.45 229.62 - 829.07
Amortised cost adjustment on borrowings 5.48 (1.13) - 4.35
Fair valuation of investment in mutual funds 2.59 (2.21) - 0.38
Cash flow hedge reserve 7.61 - 15.06 22.67
Fair valuation of investments in equity instruments 0.01 - - 0.01
Provision for employee benefit expense (30.99) (0.69) (2.68) (34.36)
Valuation of inventories (5.24) - - (5.24)
Allowance for doubtful trade receivables (30.53) 23.95 - (6.58)
Interest accrued but not due - (14.66) - (14.66)
MAT credit entitlement (482.89) (238.93) - (721.82)
Unabsorbed depreciation (66.31) - - (66.31)
Deferred tax liabilities / (assets) net (0.82) (4.05) 12.38 7.51
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
22 Trade payables
Disclosures required by the Micro, Small and Medium Enterprises Development (MSMED)
Act, 2006 are as under :
(a) (i) The principal amount remaining unpaid at the end of the year 13.19 7.14
(ii) Interest due on principal remaining unpaid at the end of the year - -
(b) (i) The delayed payments of principal amount paid beyond the appointed date 7.12 5.76
during the year
(ii) Interest actually paid under Section 16 of the MSMED Act 0.07 0.03
(c) Normal interest due and payable during the year, for all the delayed payments, as per 0.03 0.07
the agreed terms
(d) Total interest accrued during the year and remaining unpaid 0.03 0.07
(e) The amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues above are actually paid to the small
enterprise, for the purpose of disallowance of a deductible expenditure under Section
23 of the MSMED Act
The above information regarding Micro, Small and Medium Enterprises has been
determined on the basis of information available with the Company. This has been relied
upon by the auditors.
133
notes FORMING PART OF THE standalone financial statements
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
25 Revenue from operations
Sales
Sales in India 3,792.11 3,509.18
Sales outside India 2,233.82 2,047.54
6,025.93 5,556.72
Other operating income
Export benefits 83.18 76.17
Income from product registration dossiers 1.34 3.41
Compensation and settlement income - 62.81
Government grant income 3.53 7.17
Other income 54.46 56.20
142.51 205.76
6,168.44 5,762.48
Reconciliation of revenue from operations with the contracted price :
Contracted price 6,114.00 5,619.68
Adjustments :
Discounts (0.54) (0.49)
Sales return (87.53) (62.47)
Sales 6,025.93 5,556.72
Add : Other operating income 142.51 205.76
Revenue from operations 6,168.44 5,762.48
Revenue disaggregation by geography :
India 3,836.10 3,553.04
Outside India :
USA 1,185.63 1,082.20
Germany 238.87 155.42
Brazil 262.37 336.09
Other countries 645.47 635.73
6,168.44 5,762.48
Revenue from operations also includes contract manufacturing revenue of ` 461.17 crores
and ` 460.31 crores for the year ended 31-Mar-2020 and 31-Mar-2019 respectively.
26 Other income
Interest income 6.38 18.34
Share of profit from partnership firms - 0.65
Net gain on sale of investments (including gain/(loss) on fair valuation ` (1.12) crores and 29.20 39.21
` (6.33) crores for year ended 31-Mar-2020 and 31-Mar-2019 respectively)
Net foreign exchange gain 112.79 25.29
Dividend income 76.60 287.41
Other non-operating income 11.96 11.06
236.93 381.96
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
28 Changes in inventories of finished goods,
work-in-progress and stock-in-trade
Opening inventory :
Finished goods 363.47 315.28
Work-in-progress 187.37 212.83
Stock-in-trade 123.57 141.33
674.41 669.44
Less : Closing inventory :
Finished goods 407.67 363.47
Work-in-progress 203.18 187.37
Stock-in-trade 120.39 123.57
731.24 674.41
Net (increase) / decrease in inventory (56.83) (4.97)
30 Finance costs
Interest expenses 424.62 478.49
Interest expenses on lease 3.52 -
Other borrowing cost 2.35 2.48
430.49 480.97
32 Other expenses
Selling, publicity and medical literature expenses 596.66 539.39
Power and fuel 126.70 131.49
Laboratory goods and testing expenses 103.46 133.24
Stores and spares consumed 85.60 101.98
Clinical research expense 91.51 47.01
Travelling, conveyance and vehicle expenses 71.46 91.49
Cost of outsourced manpower 44.83 51.14
Professional and legal fees 48.38 86.21
Compensation expense 2.80 40.42
Allowance for doubtful trade receivables (net) 1.02 1.12
Auditors remuneration and expenses (Refer note 35) 1.08 0.90
Commission to non-executive directors 6.08 5.62
Donation 55.74 31.60
Corporate social responsibility expenditure (Refer note 42) 18.07 25.34
General charges 298.85 303.70
1,552.24 1,590.65
135
notes FORMING PART OF THE standalone financial statements
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
33 Research and development expenses
(a) Break-up of research and development expenses included in statement of profit and
loss under below heads:
Material cost - Exhibit batches 16.98 47.04
Employee benefits expense
Salaries, wages and bonus 114.70 115.01
Contribution to provident and other funds 10.84 11.06
Gratuity cost 3.46 3.87
Staff welfare expenses 2.83 2.71
131.83 132.65
Other expenses
Power and fuel 6.97 6.84
Stores and spares consumed 20.96 23.75
Laboratory goods and testing expenses 67.97 89.05
Travelling, conveyance and vehicle expenses 2.81 5.88
Clinical research expense 91.17 46.32
General charges 25.42 22.83
364.11 374.36
(b) Depreciation and amortisation includes ` 23.33 crores (previous year ` 20.97 crores)
pertaining to research and development fixed assets.
(c) Capital work in progress and advances for capital expenditure on research and
development assets are as under :
Capital work in progress 22.06 35.11
Advances for capital expenditure 0.19 1.39
Total 22.25 36.50
35 Auditors Remuneration
(a) As audit fees
Statutory audit fees 0.76 0.71
(b) For quarterly limited reviews of subsidiaries financials 0.13 0.13
(c) For other services 0.14 0.02
(d) For reimbursement of expenses 0.05 0.04
1.08 0.90
(b) Reconciliation of opening and closing balances of the fair value of plan assets :
Plan assets at the beginning of the year, at fair value 201.95 166.86
Interest income 15.43 13.01
Return on plan assets, excluding interest income 4.02 0.80
Contributions 27.06 30.00
Benefits paid (15.21) (8.72)
Plan assets at the end of the year, at fair value 233.25 201.95
Actual return on plan assets 19.45 13.81
(c) Expense recognised in the statement of profit and loss for the year :
Current service cost 20.07 18.91
Net interest on net defined benefit liability (0.49) (0.18)
Net gratuity cost 19.58 18.73
137
notes FORMING PART OF THE standalone financial statements
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
37 Defined Benefit Plans (Contd.)
(f) Remeasurement of net defined benefit liability / (asset) :
Actuarial (gains) / losses from changes in financial assumptions 16.98 2.06
Experience adjustments 3.58 6.41
Remeasurement of defined benefit liability 20.56 8.47
Remeasurement of return on plan assets (4.02) (0.80)
Total 16.54 7.67
(h) Assumptions :
Discount rate 6.56% 7.64%
Salary escalation rate 10.00% 10.00%
Weighted average duration of defined benefit obligation 9 years 9 years
Expected long term productivity gains & long term risk-free real rate of interest have been used as guiding factors to
determine long term salary growth.
Future mortality rates are obtained from relevant table of Indian Assured Lives Mortality (2006-08) Ultimate.
(i) Sensitivity Analysis for each significant actuarial assumption :
The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected
salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the
respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
Impact of increase in discount rate by 1 % (15.80) (12.24)
Impact of decrease in discount rate by 1 % 18.02 13.93
Impact of increase in salary escalation rate by 1 % 17.26 13.48
Impact of decrease in salary escalation rate by 1 % (15.47) (12.10)
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations
as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may
be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been
calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in
calculating the defined benefit obligation liability recognised in the balance sheet.
(j) Investment details of plan assets :
The plan assets are managed by insurance company viz Life Insurance Corporation of India and ICICI Prudential Life
Insurance Company Limited which has invested the funds substantially as under :
As at As at
31-Mar-2020 31-Mar-2019
Equity instruments 7.11% 9.23%
Corporate bonds 53.48% 58.90%
Government securities 29.96% 26.07%
Fixed deposits with banks 0.13% 0.17%
Other current assets 9.32% 5.63%
38 Financial Instruments
(i) Financial assets and liabilities
Accounting classification and fair values:
Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy,
are presented below.
(` in crores)
As at 31-Mar-2020 Carrying Fair Value
Value Level 1 Level 2 Level 3 Total
Financial assets :
Amortised cost * :
Cash and cash equivalents 386.46 - - - -
Bank balances other than cash and 4.49 - - - -
cash equivalents
Trade receivables 1,508.94 - - - -
Investments 0.01 - - - -
Loans 5.93 - - - -
Other financial assets 18.23 - - - -
Fair value through other comprehensive
income :
Investment in equity instruments 2.10 0.02 - 2.08 2.10
(Other than investment in
subsidiaries)
Derivative instruments :
Fair value through profit and loss 32.54 - 32.54 - 32.54
Total 1,958.70 0.02 32.54 2.08 34.64
Financial liabilities :
Amortised cost * :
Borrowings 5,326.66 - - - -
Trade payables 710.12 - - - -
Other financial liabilities 204.31 - - - -
Derivative instruments :
Designated as cash flow hedge 94.26 - 94.26 - 94.26
Fair value through profit and loss 6.62 - 6.62 - 6.62
Total 6,341.97 - 100.88 - 100.88
139
notes FORMING PART OF THE standalone financial statements
* The Company has not disclosed the fair value of financial instruments, because their carrying amount are a reasonable
approximation of fair value.
Currency Nature of derivative contracts Buy / Net Position Fair value Gain / (Loss)
Sell (Amount in crores) (` in crores)
31-Mar-2020 31-Mar-2019 31-Mar-2020 31-Mar-2019
USD Forward contracts Sell 35.74 28.75 (117.28) 66.27
EUR Forward contracts Sell 3.57 2.11 7.84 8.33
GBP Forward contracts Sell 0.70 0.81 3.04 1.29
MXN Forward contracts Sell 2.46 2.18 1.52 (0.18)
MYR Forward contracts Sell 2.44 2.10 (0.01) (0.94)
RUB Forward contracts Sell 67.73 46.64 10.99 (0.37)
THB Forward contracts Sell 0.35 - 0.01 -
USD Cross Currency Interest Rate Swaps Buy 1.00 2.80 (0.37) (9.52)
(94.26) 64.88
Less : Deferred tax (32.94) 22.67
Balance in cash flow hedge reserve (61.32) 42.21
Net foreign currency outstanding positions of recognised assets and liabilities are as under:
(Amount in crores)
Hedged item / nature of derivative contracts Buy/Sell Currency Net Position under
derivative contracts
31-Mar-2020 31-Mar-2019
1 Foreign currency loan - payable
Cross currency interest rate swap Buy USD 4.33 7.80
Foreign currency interest - payable Buy USD 0.01 0.03
2 Foreign currency receivables
Forward exchange contracts Sell USD 15.96 14.87
Sell EUR 0.08 0.42
Sell RUB 23.91 26.97
Sell GBP 0.44 0.77
Sell MXN 1.31 0.88
Sell MYR 1.23 0.79
141
notes FORMING PART OF THE standalone financial statements
Since a major part of the Company’s revenue is in foreign currency and major part of the costs are in Indian Rupees,
any movement in currency rates would have impact on the Company’s performance. Consequently, the overall objective
of the foreign currency risk management is to minimize the short term currency impact on its revenue and cash-flow in
order to improve the predictability of the financial performance.
The major foreign currency exposures for the Company are denominated in USD & EURO. Additionally, there are
transactions which are entered into in other currencies and are not significant in relation to the total volume of the foreign
currency exposures. The Company hedges all trade receivables and future cash flows upto a maximum of 24 months
forward based on historical trends, budgets and monthly sales estimates. The foreign exchange forward contracts are
denominated in the same currency as the highly probable forecast sales, therefore the hedge ratio is 1:1 based on
management's current assessment. The Company enters into cross-currency swaps to hedge all foreign currency
borrowings. Hedge effectiveness is assessed on a regular basis.
The following table sets forth information relating to foreign currency exposure from non-derivative financial instruments:
(` in crores)
As at 31-Mar-2020 US Dollar Euro Others* Total
Assets :
Cash and cash equivalents 0.01 - 2.31 2.32
Trade receivables 1,200.48 8.67 88.86 1,298.01
Other assets 21.66 0.79 0.26 22.71
Total 1,222.15 9.46 91.43 1,323.04
Liabilities :
Borrowings 326.67 - 2.12 328.79
Trade payables 102.89 13.87 6.96 123.72
Other liabilities 11.93 102.08 0.90 114.91
Total 441.49 115.95 9.98 567.42
Net assets / (liabilities) 780.66 (106.49) 81.45 755.62
*Others mainly includes currencies namely British Pound, Mexican Peso, Russian Rouble.
With respect to the Company’s derivative financial instruments which is in the form of forward contracts and currency
swap, a 5% increase / decrease in relation to USD & EURO of each of the currencies underlying such contracts would
have resulted in increase /decrease of ` 82.61 crores (` 48.14 crores) in the Company’s net profit and ` 152.54 crores
(` 98.45 crores) in cash flow hedge reserve from such contracts as at 31-Mar-2020 and 31-Mar-2019 respectively.
With respect to the Company’s non-derivative financial instruments (as given above), a 5% increase / decrease in
relation to USD & EURO on the underlying would have resulted in increase /decrease of ` 33.72 crores (` 11.09 crores)
in the Company’s net profit for the year ended 31-Mar-2020 and 31-Mar-2019 respectively.
In respect of foreign currency loans, the Company has outstanding borrowing of USD 43.33 millions. As per the
Company’s risk management policy to minimize the interest rate cash flow risk exposure on foreign currency long term
borrowings, interest rate swaps are taken to convert the variable interest rate risk into rupee fixed interest rate. There is
no interest rate risks associated with foreign currency loans. In respect of rupee loans, the outstanding loan with variable
rate of interest is not significant as compared to total amount of borrowings and hence interest rate sensitivity has not
been performed.
All trade receivables are subject to credit risk exposure. The Company’s exposure to credit risk is influenced mainly
by the individual characteristics of each customer. The demographics of the customer, including the default risk of the
industry and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is
managed through established policies, controls relating to credit approvals and procedures for continuously monitoring
the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The
Company does not have significant concentration of credit risk related to trade receivables. No single third party customer
contributes to more than 10 % of outstanding accounts receivable (excluding outstanding from subsidiaries) as at
31-Mar-2020 and 31-Mar-2019.
143
notes FORMING PART OF THE standalone financial statements
With respect to investments, the Company limits its exposure to credit risk by investing in liquid securities with
counterparties depending on their Composite Performance Rankings (CPR) published by CRISIL. The Company’s
investment policy lays down guidelines with respect to exposure per counterparty, rating, processes in terms of control
and continuous monitoring. The Company therefore considers credit risks on such investments to be negligible.
With respect to derivatives, the Company's forex management policy lays down guidelines with respect to exposure per
counter party i.e. with banks with high credit rating, processes in terms of control and continuous monitoring. The fair
value of the derivatives are credit adjusted at the period end.
(` in crores)
As at 31-Mar-2020 Due in Due in Due in Due after Total
Year 0 to 1 Year 1 to 2 Year 3 to 5 Year 5
Trade payables 710.12 - - - 710.12
Borrowings
Lease obligations 16.78 13.45 2.09 - 32.32
Other borrowings* 2,169.89 1,046.13 1,794.91 292.84 5,303.77
Other financial liabilities 196.00 8.31 - - 204.31
Derivative financial liabilities 55.37 45.51 - - 100.88
Total 3,148.16 1,113.40 1,797.00 292.84 6,351.40
(` in crores)
As at 31-Mar-2019 Due in Due in Due in Due after Total
Year 0 to 1 Year 1 to 2 Year 3 to 5 Year 5
Trade payables 582.33 - - - 582.33
Borrowings* 1,883.08 1,311.27 1,776.90 664.26 5,635.51
Other financial liabilities 254.02 8.69 - - 262.71
Derivative financial liabilities 9.35 - - - 9.35
Total 2,728.78 1,319.96 1,776.90 664.26 6,489.90
*Excluding amortised cost adjustment.
145
Dividend Received - - 76.60 287.41 - - - - - - 76.60 287.41
Recovery of expenses - - 13.38 14.17 - - - - - - 13.38 14.17
Transfer value of employees (net) - - - - - - - - 0.50 0.02 0.50 0.02
(b) Balances at the end of the year 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
Trade receivables - - 1,231.48 1,092.78 - - - - - - 1,231.48 1,092.78
Advances recoverable - - 2.41 - - - - - 0.66 0.66 3.07 0.66
Trade advances - - 98.48 206.14 - - - - - - 98.48 206.14
Investments in equities - - 162.22 162.22 - - - - 0.06 0.06 162.28 162.28
Provision for impairment in value of investment - - 29.44 29.44 - - - - - - 29.44 29.44
Trade payables - - 9.35 30.76 - - - - 1.95 1.23 11.30 31.99
Other payables - - - - - - 26.17 20.76 - - 26.17 20.76
Guarantees given - - 861.28 1,073.88 - - - - - - 861.28 1,073.88
Names of holding Company, subsidiaries and enterprises controlled by the Company :
1 Holding Company Torrent Private Limited***
notes FORMING PART OF THE standalone financial statements
2 Subsidiaries and step down subsidiaries Zao Torrent Pharma, Torrent Pharma Gmbh, Torrent Do Brasil Ltda., Torrent Pharma Inc., Torrent Pharma Philippines Inc., Heumann
Pharma Gmbh & Co. Generica KG, Torrent Australasia Pty Ltd, Torrent Pharma S.R.L., Laboratorios Torrent, S.A. De C.V., Heunet
Pharma Gmbh, Norispharm Gmbh, Torrent Pharma (Thailand) Co., Ltd., Torrent Pharma (UK) Ltd, Laboratories Torrent (Malaysia)
SDN.BHD., Torrent Pharma France S.A.S., Aptil Pharma Limited (dissolved with effect from 15-Oct-2019), Bio-Pharm, Inc. (merged
with Torrent Pharma Inc. with effect from 01-Jan-2019)
3 Enterprises controlled by the Company Torrent Pharmaceuticals (Sikkim) (Dissolved with effect from 31-Mar-2019)
Terms and conditions of transactions with related parties
All related party transactions entered during the year were in ordinary course of the business and are on arm’s length basis.
*Sale of finished goods includes sale to Torrent Pharma Inc. of ` 1,141.01crores (previous year ` 976.19 crores).
** Excluding provision for gratuity and leave benefits, insurance premium for group personal accident and group mediclaim.
*** Torrent Private Limited changed to Torrent Investments Private Limited w.e.f. 15-Apr-2020.
notes FORMING PART OF THE standalone financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
40 Commitments and contingencies
Commitments:
Estimated amount of contracts remaining unexecuted on capital account (net of 192.81 246.36
advances) not provided for
Uncalled liability on partly paid shares of Torrent Australasia Pty Ltd., a wholly owned 2.74 2.88
subsidiary. [Australian Dollar (AUD) 0.06 crores (previous year AUD 0.06 crores)]
195.55 249.24
Contingent liabilities:
(a) Claims against the Company not acknowledged as debts :
Disputed demand of income tax for which appeals have been preferred 1.46 3.39
Disputed employee state insurance contribution liability under E.S.I. Act, 1948 14.11 13.25
Disputed demand of goods and service tax / excise 104.83 102.93
Disputed demand of local sales tax and C.S.T. 0.28 0.31
Disputed demand of stamp duty and registration charges 3.43 2.19
Disputed cases at labour court / industrial court 5.24 3.16
Disputed bonus liability under Payment of Bonus (Amendment) Act, 2015 0.47 0.47
129.82 125.70
In most of the cases above, the relevant authorities have raised a demand or disallowed / deducted the relevant taxes. The
Company has preferred an appeal and the outcome is awaited.
Against the claims not acknowledged as debts, the Company has paid ` 3.56 crores (previous year ` 0.15 crores). The
expected outflow will be determined at the time of final outcome in respect of the concerned matter. No amount is expected
to be reimbursed.
(b) Guarantees of ` 861.28 crores are outstanding as at 31-Mar-2020 (previous year ` 1,073.88 crores), which were issued to
third parties on behalf of wholly owned subsidiaries for contractual obligations.
41 In March 2020, the World Health Organisation declared COVID-19 to be a pandemic. Supply Chain disruptions in India as
a result of the outbreak started with restrictions on movement of goods, closure of borders etc., in several states followed
by a nationwide lockdown from the 25-Mar-2020 announced by the Indian government, to contain the spread of COVID-19.
Due to this the operations in some of the Company’s manufacturing, warehouse and distribution locations got temporarily
disrupted. Since, the Company manufactures and supplies pharmaceutical products which is categorized under essential
goods, the manufacturing and supplies of the products has since been restored albeit at lower than normal levels. The
situation is likely to gradually improve with easing of restrictions in the near future.
In light of these circumstances, the Company has considered the possible effects that may result from COVID-19 on the
carrying amounts of tangible and intangible assets, financials assets, inventory, receivables etc as well as borrowings and
liabilities accrued. In developing the assumptions relating to the possible future uncertainties in the economic conditions
because of this pandemic, the Company has used internal and external information such as future estimate of volumes,
continuity of supply chain etc. Having reviewed the underlying data and based on current estimates the Company expects
the carrying amount of these assets will be recovered and there is no significant impact on the Company’s ability to
discharge its borrowings and liabilities. The actual impact of the global health pandemic may be different from that which
has been estimated, as the COVID -19 situation evolves in India and globally. The Company will continue to closely monitor
any material changes to future economic conditions.
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
42 Corporate social responsibility (CSR) expenditure
(a) Gross amount required to be spent by the Company 16.85 26.35
(b) Amount spent during the year on
(i) Construction / acquisition of any asset - -
(ii) On purposes other than (i) above 18.07 26.45*
18.07 26.45
(c) Contribution to section 8 companies, which are related parties, included in (b) 16.18 18.72
above, in relation to CSR expenditure
* ` 25.34 crores is included in other expenses and ` 1.11 crores is included in employee benefit expenses in statement of
profit and loss.
43 The financial statements for the year ended 31-Mar-2020 were approved for issue by the Board of Directors on 26-May-2020.
44 The figures for the previous year have been restated/regrouped wherever necessary to make them comparable.
In terms of our report attached For and on behalf of the Board of Directors
Mumbai Ahmedabad
26th May, 2020 26th May, 2020
147
Consolidated Financial Statements
2019-20
149
INDEPENDENT AUDITORS’ REPORT (Contd.)
2. Recognition and measurement of Minimum Alternate Tax (MAT) Credit Entitlement – Deferred tax assets (Refer Note
4.14 and 21 to the Consolidated Financial Statements):
The Key Audit Matter How the matter was addressed in our audit
The Holding Company pays minimum alternate tax (MAT) In respect of MAT credit assets, we assessed recognition and
under section 115JB of the Income Tax Act, 1961. The MAT paid measurement by performing the following procedures:
would be available as an offset over a period of 15 years. As • Evaluating the design, implementation and operating
disclosed in Note 21 to the Consolidated Financial Statements, effectiveness of the relevant internal controls over
the MAT credit is recognized as a deferred tax asset. The recognition and measurement of MAT credit assets and
utilization of this asset will be through offsetting it when the underlying data;
Holding Company pays taxes under the provision of Income
Tax Act, 1961. The Holding Company is required to reassess • Obtaining the approved business plans, projected
recognition of MAT credit asset at each reporting date. profitability statements;
The Holding Company has recognized MAT credit assets based • Challenging the assumptions used regarding future business
on the probability of income tax payable on future taxable profits plans and taxable profit in light of fiscal developments,
against which such MAT credit assets can be offset before they current economic environment in light of COVID 19
expire. The recognition is based on the projected profitability. related situation and prior performance in determining the
This is determined based on approved business plans. recoverability of MAT credit assets recognized within the
period available under applicable Income tax laws;
Recognition and measurement of such deferred tax asset has
been identified as a key audit matter because the assessment • Performing sensitivity analysis;
process involves significant judgement and complexity • Testing the computation of amounts recognized as deferred
regarding the forecasts of Holding Company’s future income tax assets on MAT credit;
tax. The realization of these assets will be through such income
tax within the time limits available under the applicable Income • Focusing on the disclosures on MAT credit assets and
tax laws. The assessment process is based on assumptions assumptions used.
affected by expected future market or economic conditions.
3. Revenue recognition (Refer Note 4.13 and 25 to the Consolidated Financial Statements):
The Key Audit Matter How the matter was addressed in our audit
The Group distributes its products in several geographies Our audit procedures included following:
through commercial arrangement prevalent in those • Assessing the Group’s accounting policies for discounts,
geographies. These arrangements involve granting rebates, chargebacks, sales return and other allowances by
of various considerations such as discounts, rebates, comparing with applicable accounting standards.
chargebacks, sales return and other allowances. As
• Testing the design, implementation and operating
disclosed in Note 25 to the Consolidated Financial
effectiveness of key controls over the development of
Statements, revenue is measured net of discounts,
assumption of expected sales returns based on experience
rebates, chargebacks, sales return and other similar
and computation of discounts, rebates, chargebacks and
allowances.
similar allowances and their accruals.
One of the key estimate of the Group is recognition
• Testing samples relating to discounts, rebates, chargebacks,
and measurement of accrual of these deductions. The
sales returns and other allowances recorded during the
estimation is dependent on various internal and external
year and comparing to the actual payments made or credit
factors. These factors include, for example, the length of
notes generated towards these items. Further, performed
time when a sale is made and when the sales return takes
procedures to test the accruals made for the year end
place, arrangements with varying terms which are based
on a test basis and compared with the relevant source
on annual contracts or shorter-term arrangements, etc.,
documents.
some of which are beyond the control of the Company.
In addition, the value and timing of discounts, rebates, • Checking completeness and accuracy of the data used by
chargebacks and other similar allowances for products the Company for accrual of discounts, rebates, chargebacks,
vary from period to period, and the activity spans beyond sales return and other similar allowances and also checking
the year end. the accrual for a selected sample of sales;
Accuracy of revenues may deviate on account of change • Comparing the assumptions to current trends of discounts,
in judgements and estimates. Accordingly, the evaluation rebates, chargebacks, sales returns and other allowances.
of accrual for discounts, rebates, chargebacks, sales We have also examined the historical and current trends of
returns and other similar allowances has been considered the Group’s estimates. The examination was to assess the
as a key audit matter. assumptions and judgements used by the Group in accrual
of discounts, rebates, chargebacks, sales return and other
similar allowances.
Information Other than the Consolidated Financial Statements and Auditors’ Report Thereon
The Holding Company’s management and Board of Directors are responsible for the other information. The other information
comprises the information included in the holding Company’s annual report, but does not include the financial statements and our
auditors’ report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and
based on the work done/ audit report of other auditors, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these
consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated state
of affairs, consolidated profit and other comprehensive income, consolidated statement of changes in equity and consolidated
cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act. The respective Management and Board of Directors of the companies
included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for
the purpose of preparation of the consolidated financial statements by the Management and Directors of the Holding Company,
as aforesaid.
In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included
in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group is responsible for overseeing the financial reporting
process of each company.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
151
INDEPENDENT AUDITORS’ REPORT (Contd.)
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on the internal financial
controls with reference to the consolidated financial statements and the operating effectiveness of such controls based on our
audit.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting in
preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group
to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activities within
the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision
and performance of the audit of financial information of such entities included in the consolidated financial statements of
which we are the independent auditors. For the other entities included in the consolidated financial statements, which have
been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the
audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further
described in para (a) of the section titled ‘Other Matters’ in this audit report.
We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to
in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated
financial statements.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated
financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
We did not audit the financial statements / financial information of 15 subsidiaries, whose financial statements/financial information
reflect total assets of ` 2,939.81 crores as at 31 March 2020, total revenues of ` 2,207.78 crores and net cash outflows amounting to
` 210.93 crores for the year ended on that date, as considered in the consolidated financial statements. These financial statements/
financial information have been audited by other auditors whose reports have been furnished to us by the Management and our
opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these
subsidiaries and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries
is based solely on the audit reports of the other auditors.
Certain of these subsidiaries are located outside India whose financial statements and other financial information have been
prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by
other auditors under generally accepted auditing standards applicable in their respective countries. The Company’s management
has converted the financial statements of such subsidiaries located outside India from accounting principles generally accepted
in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments
made by the Company’s management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located
outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the
Company and audited by us.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.
A. As required by Section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors
on separate financial statements of such subsidiaries as were audited by other auditors, as noted in the ‘Other Matters’
paragraph, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from our examination of those books and the reports of the other
auditors.
c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income),
the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report
are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated
financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under section 133 of the
Act.
e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2020
taken on record by the Board of Directors of the Holding Company, being the only company in the Group which is
incorporated in India, none of the directors of the Holding Company, is disqualified as on 31 March 2020 from being
appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding
Company, being the only company in the Group which is incorporated in India, and the operating effectiveness of such
controls, refer to our separate Report in “Annexure A”.
B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and
based on the consideration of the reports of the other auditors on separate financial statements of the subsidiaries, as noted
in the ‘Other Matters’ paragraph:
i. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2020 on the consolidated
financial position of the Group. Refer Note 39 to the consolidated financial statements.
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or Ind AS, for
material foreseeable losses, on long-term contracts including derivative contracts. Refer Note 36 to the consolidated
financial statements in respect of such items as it relates to the Group.
iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company,
being the only company in the Group which is incorporated in India during the year ended 31 March 2020.
153
INDEPENDENT AUDITORS’ REPORT (Contd.)
iv. The disclosures in the consolidated financial statements regarding holdings as well as dealings in specified bank notes
during the period from 8 November 2016 to 30 December 2016 have not been made in the financial statements since
they do not pertain to the financial year ended 31 March 2020.
C. With respect to the matter to be included in the Auditor’s report under section 197(16):
In our opinion and according to the information and explanations given to us, the remuneration paid during the current year
by the Holding Company, being the only company to which such requirements of the Act are applicable, to its directors is in
accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company is
not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) which are required to be commented upon by us.
Jamil Khatri
Partner
Mumbai Membership Number: 102527
26th May, 2020 UDIN: 20102527AAAAAT8130
(Referred to in paragraph (A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even
date)
Opinion
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31 March 2020,
we have audited the internal financial controls with reference to consolidated financial statements of Torrent Pharmaceuticals
Limited (hereinafter referred to as “the Holding Company”) being the only company in the group to which requirement of the
Companies Act, 2013 (“the Act”) are applicable.
In our opinion, the Holding Company has in all material respects, an adequate internal financial controls with reference to
consolidated financial statements and such internal financial controls were operating effectively as at 31 March 2020, based on the
internal financial control with reference to consolidated financial statements criteria established by the Company considering the
essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India. (the “Guidance Note”)
Auditors’ Responsibility
Our responsibility is to express an opinion on the Holding Company’s, being the only company in the group to which requirement
of the Act are applicable, internal financial controls with reference to consolidated financial statements based on our audit. We
conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of
the Act, to the extent applicable to an audit of internal financial controls with reference to consolidated financial statements. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements was
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with
reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference
to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of the internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
internal financial controls with reference to financial statements of the Holding Company, being the only company in the group to
which requirement of the Act are applicable.
155
Annexure - A to the Independent Auditors’ Report (Contd.)
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial Controls with Reference to Consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial
statements to future periods are subject to the risk that the internal financial control with reference to consolidated financial
statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Jamil Khatri
Partner
Mumbai Membership Number: 102527
26th May, 2020 UDIN: 20102527AAAAAT8130
(` in crores)
As at As at
Notes 31-Mar-2020 31-Mar-2019
ASSETS
Non-current assets
Property, plant and equipment 6 2,817.89 2,800.68
Capital work-in-progress 6 576.61 479.31
Right-of-use assets 7 135.42 -
Goodwill 8 342.09 334.79
Other intangible assets 9 4,237.72 4,612.24
Intangible assets under development 9 135.32 137.81
Financial assets
Investments 10 2.09 2.09
Loans 11 2.29 2.61
Other financial assets 12 126.28 146.10
130.66 150.80
Income tax assets (net) 188.88 120.39
Deferred tax assets (net) 21 433.21 369.85
Other non-current assets 13 31.02 77.51
Total non-current assets 9,028.82 9,083.38
Current assets
Inventories 14 2,148.22 1,935.15
Financial assets
Investments 10 0.02 351.35
Trade receivables 15 1,649.34 1,435.71
Cash and cash equivalents 16(a) 661.82 588.76
Bank balances other than cash and cash equivalents 16(b) 4.83 227.28
Loans 11 3.64 3.79
Other financial assets 12 81.69 64.26
2,401.34 2,671.15
Other current assets 13 457.55 431.23
Non-current assets held for sale 1.86 0.01
Total current assets 5,008.97 5,037.54
TOTAL ASSETS 14,037.79 14,120.92
EQUITY AND LIABILITIES
Equity
Equity share capital 17 84.62 84.62
Other equity 18 4,738.60 4,639.73
Equity attributable to owners of the Company 4,823.22 4,724.35
Non-controlling interests - -
Total equity 4,823.22 4,724.35
Non-current liabilities
Financial liabilities
Borrowings 19 3,303.85 3,912.92
Other financial liabilities 23 81.99 14.60
3,385.84 3,927.52
Provisions 20 338.34 288.52
Deferred tax liabilities (net) 21 - 7.50
Other non-current liabilities 24 8.18 7.71
Total non-current liabilities 3,732.36 4,231.25
Current liabilities
Financial liabilities
Borrowings 19 1,090.85 934.11
Trade payables
Total outstanding dues of micro enterprises and small enterprises 22 13.19 7.14
Total outstanding dues of creditors other than micro enterprises and small enterprises 2,063.67 2,089.60
2,076.86 2,096.74
Other financial liabilities 23 1,753.78 1,523.38
4,921.49 4,554.23
Provisions 20 418.58 414.22
Liabilities for current tax (net) 35.12 78.99
Other current liabilities 24 107.02 117.88
Total current liabilities 5,482.21 5,165.32
TOTAL EQUITY AND LIABILITIES 14,037.79 14,120.92
Notes forming part of the Consolidated Financial Statements 1-44
In terms of our report attached For and on behalf of the Board of Directors
For B S R & Co. LLP Samir Mehta
Chartered Accountants Executive Chairman
Firm’s Registration No. 101248W/W-100022
Jamil Khatri Sudhir Menon Mahesh Agrawal
Partner Chief Financial Officer VP (Legal) & Company Secretary
Membership No. 102527
Mumbai Ahmedabad
26th May, 2020 26th May, 2020
157
Consolidated Statement of profit and loss
(` in crores)
Year ended Year ended
Notes 31-Mar-2020 31-Mar-2019
REVENUE
Revenue from operations 25 7,939.31 7,672.80
Other income 26 121.30 57.05
Total Revenue 8,060.61 7,729.85
EXPENSES
Cost of materials consumed 27 1,377.35 1,290.31
Purchases of stock-in-trade 922.70 845.94
Changes in inventories of finished goods, work-in-progress and stock-in-trade 28 (133.13) 83.44
Employee benefits expense 29 1,429.04 1,403.79
Finance costs 30 450.71 503.75
Depreciation amortisation and impairment expense 31 654.38 617.69
Other expenses 32 2,172.99 2,066.26
Total Expenses 6,874.04 6,811.18
PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX 1,186.57 918.67
Exceptional items 37 - 357.01
PROFIT BEFORE TAX 1,186.57 561.66
TAX EXPENSE 21
Current tax 260.24 279.45
Deferred tax credit (59.23) (155.44)
Short provision for tax of earlier years 13.66 1.34
One time impact on current and deferred tax due to change in law (52.82) -
161.85 125.35
PROFIT FOR THE YEAR 1,024.72 436.31
Other comprehensive income, net of taxes
Items that will not be reclassified subsequently to profit or loss
Re-measurement gains / (losses) on defined benefit plans (19.69) (9.13)
Equity instruments through other comprehensive income (0.03) -
Income tax relating to items that will not be reclassified subsequently to profit or loss
Re-measurement gains / (losses) on defined benefit plans 6.06 2.68
Equity instruments through other comprehensive income 0.01 -
Items that will be reclassified subsequently to profit or loss
Exchange differences on translation of financial statements of foreign operations (73.88) 13.49
Effective portion on gains and loss on hedging instruments in a cash flow hedge (159.86) 40.59
Income tax relating to items that will be reclassified subsequently to profit or loss
Effective portion on gains and loss on hedging instruments in a cash flow hedge 55.79 (14.53)
(191.60) 33.10
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 833.12 469.41
PROFIT FOR THE YEAR ATTRIBUTABLE TO :
Owners of the Company 1,024.72 436.28
Non-controlling interests - 0.03
1,024.72 436.31
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO :
Owners of the Company 833.12 469.38
Non-controlling interests - 0.03
833.12 469.41
Earnings per share [Nominal value per equity share of ` 5]
Basic and diluted 33 60.55 25.78
Notes forming part of the Consolidated Financial Statements 1 - 44
In terms of our report attached For and on behalf of the Board of Directors
For B S R & Co. LLP Samir Mehta
Chartered Accountants Executive Chairman
Firm’s Registration No. 101248W/W-100022
Jamil Khatri Sudhir Menon Mahesh Agrawal
Partner Chief Financial Officer VP (Legal) & Company Secretary
Membership No. 102527
Mumbai Ahmedabad
26th May, 2020 26th May, 2020
159
on dissolution of subsidiary
Balance as at 31-Mar-2020 1,893.03 2,648.40 351.71 5.56 4.34 0.01 (63.84) (100.61) 4,738.60 - 4,738.60
Balance as at 01-Apr-2018 1,553.75 2,275.41 724.70 5.56 4.34 0.03 14.17 (40.39) 4,537.57 0.52 4,538.09
Profit for the year 436.28 - - - - - - - 436.28 0.03 436.31
Consolidated STATEMENT OF CHANGES IN EQUITY
(a) Retained earnings : Retained earnings are the profits earned till date, less any transfers to other reserves and dividends
distributed.
(b) General reserve : The general reserve is used from time to time to transfer profits from retained earnings for appropriation
purposes.
(c) Debenture redemption reserve : The reserve represents amount required to be set aside out of profits in accordance with
Companies Act, 2013 upto 16-Aug-2019.
(d) Capital reserve : Capital reserve represents profit or loss on cancellation of own forfeited equity instruments and excess of
fair value of net assets acquired over the consideration transferred.
(e) Securities premium : Securities premium comprises of the premium on issue of shares. The reserve is utilised in accordance
with the specific provision of the Companies Act, 2013.
(f) Equity instruments through other comprehensive income : This represents the cumulative gains and losses arising on
revaluation of equity instruments measured at fair value through other comprehensive income.
(g) Effective portion of cash flow hedges : This represents the cumulative effective portion of gains or losses arising on
changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or
loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated
under the heading of effective portion of cash flow hedges will be reclassified to statement of profit and loss only when the
hedged items affect the profit or loss.
(h) Foreign currency translation reserve : This reserve represents exchange differences arising on account of conversion of
foreign operations to parent company's functional currency.
In terms of our report attached For and on behalf of the Board of Directors
Mumbai Ahmedabad
26th May, 2020 26th May, 2020
(` in crores)
Year ended Year ended
Notes 31-Mar-2020 31-Mar-2019
A CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 1,186.57 561.66
Adjustments for :
Depreciation, amortisation and impairment expense 654.38 617.69
Allowance for doubtful trade receivables (net) 2.64 (5.48)
Exceptional items (Impairment of intangible assets) 37 - 217.48
Unrealised foreign exchange (gain) / loss (net) (220.09) 142.71
Loss on sale / discard / write-off of property, plant & equipment 25.73 4.05
Net gain on sale of investments (30.32) (45.60)
Finance costs 450.71 503.75
Interest income (7.96) (16.41)
2,061.66 1,979.85
Adjustments for changes in working capital :
Trade receivables, loans and other assets (190.47) (88.85)
Inventories (213.07) 31.15
Trade payables, liabilities and provisions 17.71 157.09
CASH GENERATED FROM OPERATIONS 1,675.83 2,079.24
Direct taxes paid (284.04) (281.16)
NET CASH FROM OPERATING ACTIVITIES 1,391.79 1,798.08
B CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment and intangible assets (406.78) (662.83)
Proceeds from sale of property, plant and equipment and intangible assets 3.95 2.31
Net gain on sale of investments 30.32 45.60
Corporate deposits matured - 16.04
Purchase of investment in equity shares - (2.00)
Sale of government securities - 15.25
Fixed deposits matured (net) 204.08 336.29
Interest received 16.86 8.06
NET CASH USED IN INVESTING ACTIVITIES (151.57) (241.28)
C CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 750.00 963.10
Repayment of long-term borrowings (1,201.00) (724.64)
Proceeds from / (repayment of) short term borrowings (net) 138.10 (739.80)
Repayment of lease obligations (32.25) -
Dividend paid (including tax on dividend) (718.50) (309.69)
Finance cost paid (485.39) (503.42)
NET CASH USED IN FINANCING ACTIVITIES (1,549.04) (1,314.45)
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (308.82) 242.35
Effect of exchange rate changes on foreign currency cash and cash equivalents 30.58 (4.33)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR 940.06 702.04
CASH AND CASH EQUIVALENTS AT THE END OF YEAR 661.82 940.06
Notes: (1) Cash and cash equivalents as at end of year
Cash and cash equivalents 16(a) 661.82 588.76
Current investment in mutual funds 10 - 351.30
661.82 940.06
161
Consolidated statement of Cash flowS (Contd.)
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
(2) Changes in liabilities arising from financing activities :
Long-term borrowings (Refer note 19) :
Opening balance 5,103.99 4,836.72
Amount borrowed during the year 750.00 963.10
Amount repaid during the year (1,201.00) (724.64)
Amortised cost adjustment 3.01 3.39
Foreign exchange difference 37.50 25.42
Closing balance 4,693.50 5,103.99
Lease obligations (Refer note 19) :
Recognised on adoption of Ind AS 116 84.01 -
Interest accrued during the year 5.20 -
Amount paid during the year (32.25) -
Remeasurement of lease liability (0.60) -
Foreign exchange difference (0.68) -
Closing balance 55.68 -
Short-term borrowings (Refer note 19) :
Opening balance 934.11 1,625.60
Amount borrowed / (repaid) during the year (net) 138.10 (739.80)
Foreign exchange difference 18.64 48.31
Closing balance 1,090.85 934.11
In terms of our report attached For and on behalf of the Board of Directors
Mumbai Ahmedabad
26th May, 2020 26th May, 2020
1 GROUP INFORMATION
Torrent Pharmaceuticals Limited, the Parent Company (“the Company”) is a public limited company incorporated and
domiciled in India. The address of its registered office is Torrent House, Off Ashram Road, Ahmedabad – 380 009,
Gujarat, India. The Company is one of the leading Indian Pharmaceutical Company engaged in research, development,
manufacturing and marketing of generic pharmaceutical formulations. The company’s research and development facility
is located in the state of Gujarat, India and manufacturing facilities are located in the states of Gujarat, Himachal Pradesh,
Madhya Pradesh, Andhra Pradesh and Sikkim in India and Pennsylvania in US.
The consolidated financial statements comprise the financial statements of the Parent Company Torrent Pharmaceuticals
Limited (TPL) and the following subsidiaries / step-down subsidiaries (together referred to as “Group”):
During the year, Aptil Pharma Limited, subsidiary of Torrent Pharma (UK) Ltd, dissolved with effect from 15-Oct-2019.
2 STATEMENT OF COMPLIANCE
The consolidated financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified
under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended
from time to time and other relevant provisions of the Act.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or estimated
using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the
characteristics of the asset or liability if the market participants would take those characteristics into account when pricing
the asset or liability at the measurement date. Fair value measurement and/or disclosure purposes in the consolidated
163
notes FORMING PART OF THE Consolidated financial statements
financial statements is determined on such a basis except for leasing transactions that are within the scope of Ind AS 116
Leases, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in
Ind AS 2 Inventories or value in use in Ind AS 36 Impairment of asset.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the
degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included in Level 1, that are observable for the asset or liability,
either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
All assets and liabilities have been classified as current or non-current as set out in the Schedule III (Division II) to the
Companies Act, 2013.
Estimates and underlying assumptions are reviewed on an ongoing basis and any revisions to the estimates are recognised
in the period in which the estimates are revised and future periods are affected.
Key source of estimation of uncertainty at the date of financial statements, which may cause material adjustment to the
carrying amount of assets and liabilities within the next financial year, is in respect of:
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the
non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the
non-controlling interests even if this results in the non-controlling interests having a deficit balance.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members
of the Group are eliminated in full on consolidation. The consolidated financial statements are prepared using uniform
accounting policies for like transactions and other events in similar circumstances.
When major items of property, plant and equipment have different useful lives, they are accounted for as separate items of
property, plant and equipment. The cost of replacement of any property, plant and equipment is recognized in the carrying
amount of the item if it is probable that the future economic benefit associated with the item will flow to the Group and its
cost can be measured reliably.
Capital work in progress are those which are not ready for intended use are carried at cost less impairment loss, if any.
Pre-operative expenditure comprising of revenue expenses incurred in connection with project implementation during the
period upto commencement of commercial production are treated as part of the project costs and are capitalized. Such
expenses are capitalized only if the project to which they relate, involve substantial expansion of capacity or upgradation.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected
to arise from its use. Difference between the sales proceeds and the carrying amount of the asset is recognized in the
statement of profit and loss.
Freehold land is carried at historical cost and not depreciated. Depreciation on property, plant and equipments is provided
using straight-line method based on useful life of the assets estimated by the management. The estimated useful lives,
residual values and depreciation method are reviewed at each financial year-end and changes in estimates, if any are
accounted for on a prospective basis.
The estimated useful lives of property, plant and equipments are as under:
In case of bargain purchase where the fair value of identifiable assets and liabilities exceed the cost of acquisition, the
excess is recognised in other comprehensive income on the acquisition date and accumulate the same in equity as capital
reserve after reassessing the fair values of the net identifiable assets and contingent liabilities.
165
notes FORMING PART OF THE Consolidated financial statements
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent
consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and
settlement is accounted for within equity. Otherwise subsequent changes in the fair value of the contingent consideration
are recognised in the statement of profit and loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised,
to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would
have affected the amounts recognized at that date. These adjustments are called as measurement period adjustments. The
measurement period does not exceed one year from the acquisition date.
The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests’
proportionate share of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-
by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those
interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity of subsidiaries.
Business combinations arising from transfers of interests in entities that are under the common control are accounted for
using the pooling of interests method. The assets and liabilities of the combining entities are reflected at their carrying
amounts and no adjustments are made to reflect their fair values or recognise any new assets or liabilities. The difference
between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired
entity are recorded in capital reserve and presented separately from other capital reserves with disclosure of its nature and
purpose. The financial statement of prior period is restated as if the business combination had occurred from the beginning
of the preceding period, irrespective of the actual date of combination.
4.3.2 Goodwill
Goodwill represents the excess of the consideration paid to acquire a business over underlying fair value of the identified
assets acquired. Goodwill is carried at cost less accumulated impairment losses, if any. Goodwill is deemed to have an
indefinite useful life and is tested for impairment annually or when events or circumstances indicate that the implied fair
value of goodwill is less than its carrying amount.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (CGUs) that is
expected to benefit from the synergies of the combination. Where goodwill has been allocated to a cash-generating unit and
part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the
carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances
is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
Acquired research and development intangible assets that are under development are recognised as Intangible assets
under development. These assets are not amortised but evaluated for potential impairment on an annual basis or when
there are indications that the carrying value may not be recoverable. Any impairment is recognised as an expense in the
statement of profit and loss.
Intangible assets are amortized over their respective estimated useful life using straight-line method. The estimated useful
life of amortizable intangibles is reviewed at the end of each reporting period and change in estimates if any are accounted
for on a prospective basis.
Foreign operations
Assets and liabilities of entities with functional currency other than presentation currency have been translated to the
presentation currency using exchange rates prevailing on the balance sheet date. Statement of profit and loss has been
translated using weighted average exchange rates. Translation adjustments have been reported as foreign currency
translation reserve in the statement of changes in equity.
The classification depends on the Group’s business model for managing the financial assets and the contractual
cash flow characteristics of the financial assets.
167
notes FORMING PART OF THE Consolidated financial statements
for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses
which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or
loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains /
(losses). Interest income from these financial assets is included in other income using the effective interest
rate method. Foreign exchange gains and losses are presented in other gains and losses and impairment
expenses in other expenses.
• The rights to receive cash flows from the asset have expired, or
• The Group has transferred its rights to receive cash flows from the asset
When the Group has transferred an asset, the Group evaluates whether it has transferred substantially all risks and
rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the Group
has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not
derecognised.
Where the Group has neither transferred a financial asset nor retains substantially all risks and rewards of ownership
of financial asset, the financial asset is derecognised if the Group has not retained control over the financial asset.
Where the Group retains control of the financial asset, the asset is continued to be recognised to the extent of
continuing involvement in the financial asset.
(g) Investments :
Investments in mutual funds are primarily held for the Group’s temporary cash requirements and can be readily
convertible in cash. These investments are initially recorded at fair value and classified as fair value through profit or
loss.
The Group has made an irrevocable election to present subsequent changes in the fair value of equity investments,
not held for trading, in other comprehensive income.
(a) Classification :
All the Group’s financial liabilities, except for financial liabilities at fair value through profit or loss, are measured at
amortized cost.
(e) Borrowings :
Borrowings are initially recorded at fair value and subsequently measured at amortized costs using effective interest
rate method. Transaction costs are charged to statement of profit and loss as financial expenses over the term of
borrowing.
169
notes FORMING PART OF THE Consolidated financial statements
Leasehold land is recognized as an asset at the value of the upfront premium / charges paid to acquire lease.
Operating lease
Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are
recognized as operating lease. Operating lease payments are recognized as an expense on a straight line basis over the
lease term unless the payments are structured to increase in line with the expected general inflation so as to compensate
for the lessor’s expected inflationary cost increases.
Effective 01-April-2019, the Group has adopted Ind AS 116 Leases which introduces single accounting model and requires
a lessee to recognise assets and liabilities for all leases subject to recognition exemptions.
The Group adopted Ind AS 116 Leases using modified retrospective approach and practical expedients. Accordingly, the
comparative information presented for the year ended 31-March-2019 is presented as previously reported under Ind AS 17
Leases.
At inception of a contract, the Group assesses whether a contract is or contains a lease. A contract is or contains a lease if
the contract conveys the right to control the use of an identified assets for a period of time in exchange for consideration. To
assess whether a contract conveys the right to control the use of an identified asset the Group assesses whether contract
involves the use of an identified asset, the Group has a right to obtain substantially all of the economic benefits from the
use of the asset throughout the period of use and the Group has the right to direct the use of the asset.
At the inception date, right-of-use asset is recognised at cost which includes present value of lease payments adjusted for
any payments made on or before the commencement of lease and initial direct cost, if any. It is subsequently measured
at cost less accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of
the lease liability. Right-of-use asset is depreciated using the straight-line method from the commencement date over the
earlier of useful life of the asset or the lease term. When the Group has purchase option available under lease and cost
of right-of-use assets reflects that purchase option will be exercised, right-of-use asset is depreciated over the useful life
of underlying asset. Right-of-use assets are tested for impairment whenever there is any indication that their carrying
amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.
At the inception date, lease liability is recognised at present value of lease payments that are not made at the commencement
of lease. Lease liability is subsequently measured by adjusting carrying amount to reflect interest, lease payments and
remeasurement, if any.
Lease payments are discounted using the incremental borrowing rate or interest rate implicit in the lease, if the rate can be
determined.
The Group has elected not to apply requirements of Ind AS 116 to leases that has a term of 12 months or less and leases
for which the underlying asset is of low value. Lease payments of such lease are recognised as an expense on straight line
basis over the lease term.
4.8 Inventories
Inventories are carried at the lower of cost and net realizable value.
The cost incurred in bringing the inventory to their existing location and conditions are determined as follows:
a. Raw material and packing material - Purchase cost of materials on a moving average basis.
b. Finished goods (manufactured) and work in progress - Cost of purchase, conversion cost and other costs on a
weighted average cost method.
c. Finished goods (traded) - Purchase cost on a moving average basis.
The cost of purchase of inventories comprise the purchase price, import duties and other taxes (other than those
subsequently recovered by the Group from tax authorities), and transport, handling and other costs directly attributable
to bringing the inventory to their existing location and conditions. Trade discounts, rebates and other similar items are
deducted in determining the costs of purchase.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sales.
The Group considers various factors like shelf life, ageing of inventory, product discontinuation, price changes and any
other factor which impact the Group’s business in determining the allowance for obsolete, non-saleable and slow moving
inventories. The Group considers the above factors and adjusts the inventory provision to reflect its actual experience on a
periodic basis.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the
asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized in the statement of profit and loss
to such extent. When an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to
the revised estimate of its recoverable amount, such that the increase in the carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years.
A reversal of an impairment loss is recognised immediately in statement of profit and loss.
Goodwill
CGUs to which goodwill has been allocated are tested for impairment annually or more frequently when there is indication
for impairment. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first
to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the
basis of the carrying amount of each asset in the unit.
171
notes FORMING PART OF THE Consolidated financial statements
Determination of recoverable amount of CGU requires the management to estimate the future cash flows expected to
arise and a suitable discount rate in order to calculate the present value. An impairment loss recognised for goodwill is not
reversed in subsequent periods.
Termination benefits :
Termination benefits are recognized as an expense when the Group is committed without any possibility of withdrawal of an
offer made to either terminate employment before the normal retirement date or as a result of an offer made to encourage
voluntary retirement.
Government grants related to asset are recognized as deferred income and charged to statement of profit and loss on a
systematic basis over expected useful life of the related asset.
Government grants are recognized in statement of profit and loss on a systematic basis over the period in which Group
recognizes as expenses the related costs for which the grants are intended to compensate. Government grants that are
receivable as compensation for expenses already incurred are recognised in statement of profit and loss in the period in
which they become receivable.
When loans received from the government or related institutions with below-market interest rate, the benefit of below-
market interest rate is treated as government grant measured as the difference between the proceeds received and the fair
value of loan based on prevailing market interest rate.
Contingent assets :
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Contingent
assets are not recognised and disclosed only when an inflow of economic benefits is probable.
Provisions :
A provision is recognized when as a result of a past event, the Group has a present obligation whether legal or constructive
that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation.
If the obligation is expected to be settled more than 12 months after the end of reporting date or has no definite settlement
date, the provision is recorded as non-current liabilities after giving effect for time value of money, if material. Where
discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Revenue from sale of goods is recognized at point in time when control is transferred to the customer and it is probable that
consideration will be collected. Control of goods is transferred upon the shipment of the goods to the customer or when
goods is made available to the customer.
The transaction price is documented on the sales invoice and payment is generally due as per agreed credit terms with
customer.
The consideration can be fixed or variable. Variable consideration is only recognised when it is highly probable that a
significant reversal will not occur.
A chargeback is a claim made by the wholesaler for the difference between the price at which the product is initially
invoiced to the wholesaler and the net price at which it is agreed to be procured from the company. Chargeback, rebates,
returns and medicaid payments are variable consideration that is recognised and recorded based on historical experience,
market conditions and specific contractual terms. The methodology and assumptions used to estimate rebates and returns
are monitored and adjusted regularly in line with contractual and legal obligations, trade practices historical trends, past
experience and projected market conditions.
Export entitlements are recognised as income when right to receive credit as per the terms of the scheme is established in
respect of the exports made and where there is no significant uncertainty regarding the ultimate collection of the relevant
export proceeds.
Current tax is the tax payable on the taxable profit for the year, using tax rates enacted or substantively enacted by
the end of reporting period by the governing taxation laws, and any adjustment to tax payable in respect of previous
periods. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
173
notes FORMING PART OF THE Consolidated financial statements
Deferred taxes arising from deductible and taxable temporary differences between the tax base of assets and liabilities and
their carrying amount in the financial statements are recognized using substantively enacted tax rates and laws expected to
apply to taxable income in the years in which the temporary differences are expected to be received or settled. The deferred
tax arising from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination
and affects neither accounting nor taxable profit or loss at the time of the transaction are not recognized.
Deferred tax asset are recognized only to the extent that it is probable that future taxable profit will be available against
which the deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred income tax assets to be utilized.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to do the same.
For units which enjoy tax holiday benefit, deferred tax assets and liabilities have been provided for the tax consequences of
those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse
after the tax holiday ends.
Any deferred tax asset or liability arising from deductible or taxable temporary differences in respect of unrealized inter-
company profit or loss on inventories held by the Group in different tax jurisdictions is recognised using the tax rate of
jurisdiction in which such inventories are held.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which gives rise to
future economic benefits in the form of adjustment of future income tax liability. Accordingly, MAT is recognized as deferred
tax asset in the balance sheet when the assets can be measured reliably and it is probable that the future economic benefit
associated with the asset will be realized.
Dividend distribution tax arising out of payment of dividends to shareholders under the Indian Income Tax Act regulation
are recognized in statement of changes in equity as part of associated dividend payment.
All other borrowing costs are recognised in statement of profit and loss in the period in which they are incurred.
5 RECENT IND AS
Ministry of Corporate Affairs notifies amendments to the existing Ind AS or new Ind AS. There is no such amendment to the
existing Ind AS or new Ind AS which are notified and applicable from April 1, 2020.
(i) Certain property, plant and equipments hypothecated / mortgaged as security for borrowings as disclosed under note 19.
(ii) Capital work-in-progress includes expenditure of ` 44.35 crores (previous year : ` 12.40 crores) incurred in the course of
construction.
(iv) Pro-rata cost of assets owned jointly with Torrent Power Limited, a fellow subsidiary are as under:
(` in crores)
Proportion of As at As at
holding 31-Mar-2020 31-Mar-2019
Freehold Land 50% 23.79 23.79
Freehold Land 30% 35.69 35.69
Buildings 30% 0.65 0.65
175
notes FORMING PART OF THE Consolidated financial statements
7 Right-of-use assets
(` in crores)
Land Buildings Vehicles Total
Gross carrying amount as at 01-Apr-2019 52.21 37.56 48.00 137.77
(On adoption of Ind AS 116)
Additions during the year - - - -
Deductions / Adjustments during the year (29.50) 0.60 - (28.90)
Translation exchange difference - (0.40) (0.43) (0.83)
Gross carrying amount as at 31-Mar-2020 81.71 36.56 47.57 165.84
Accumulated depreciation as at 01-Apr-2019 - - - -
Depreciation for the year 1.88 12.60 16.31 30.79
Translation exchange difference - (0.27) (0.10) (0.37)
Accumulated depreciation as at 31-Mar-2020 1.88 12.33 16.21 30.42
Net carrying amount as at 31-Mar-2020 79.83 24.23 31.36 135.42
(i) Lease contracts entered by the Group majorly pertains for land, buildings and vehicles taken on lease to conduct its business
in the ordinary course.
(ii) Lease expenses of ` 13.08 crores recognised in statement of profit and loss for the year ended 31-Mar-2020 towards short-
term leases, lease of low value assets and variable lease rental not included in measurement of lease liability.
(iii) Extension and termination options are included in some of the lease contracts. These are used to maximise operational
flexibility in terms of managing assets used in Group's operations.
(iv) Lease obligations, interest expense on lease, maturity profile of lease obligation and payment of lease obligations are
disclosed respectively in Borrowings (refer note 19), Finance costs (refer note 30), Liquidity risk (refer note 36) and Statement
of Cash Flows.
(v) Refer note 34 Operating Leases in the consolidated finacial statement for the year ended 31-Mar-2019 for disclosures as per
erstwhile Ind AS 17.
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
8 Goodwill
Balance at beginning of year 334.79 398.52
Add : Measurement period adjustments - 3.46
Less : Impairment during the year (Refer note 37) - (76.52)
Add : Translation exchange difference 7.30 9.33
Balance at end of year 342.09 334.79
The Group tests goodwill for impairment annually or based on an indicator. The Group provides for impairment if the carrying
amount of goodwill exceeds its recoverable amount. The recoverable amount is determined based on "value in use" calculations
which is calculated as the net present value of forecasted cash flows of cash generating unit (CGU) to which the goodwill is related.
Key assumptions for CGUs with significant amount of goodwill are as follows :
a) Projected cash flows for five years based on financial budgets / forecasts in line with the past experience. The perpetuity value
is taken based on the long term growth rate depending on macro economic growth factors.
b) Discount rate applied to projected cash flow is 12.00% to 15.60%.
Acquired brands are considered as CGU for testing of impairment of goodwill amounting to ` 209.34 crores generated on
acquisition of brands.
Acquired entity is considered as CGU for testing of impairment of goodwill arising on consolidation amounting to ` 83.62 crores.
The Group believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would
not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.
177
notes FORMING PART OF THE Consolidated financial statements
(` in crores)
No. of As at As at
shares 31-Mar-2020 31-Mar-2019
10 Investments
Non-current
At fair value through other comprehensive income
Equity instruments of :
Epigeneres Biotech Private Limited 158 2.00 2.00
fully paid-up equity shares of ` 10 each
Shivalik Solid Waste Management Limited 20000 0.02 0.02
fully paid-up equity shares of ` 10 each
Tornascent Care Institute 25000 0.03 0.03
fully paid-up equity shares of ` 10 each
UNM Foundation 25000 0.03 0.03
fully paid-up equity shares of ` 10 each
At amortised cost
National savings certificates 0.01 0.01
2.09 2.09
Current
At fair value through other comprehensive income
Equity instruments of :
Corporation Bank 15500 0.02 0.05
fully paid-up equity shares of ` 2 each
At fair value through profit or loss
Mutual funds - 351.30
0.02 351.35
2.11 353.44
(i) Aggregate amount of unquoted investments 2.09 2.09
(ii) Aggregate amount of quoted investments 0.02 0.05
(iii) Aggregate amount of investment in mutual funds at market value - 351.30
11 Loans
[Unsecured and considered good, unless otherwise stated]
Non-current
Employee loans 2.29 2.61
2.29 2.61
Current
Employee loans 3.64 3.79
3.64 3.79
5.93 6.40
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
12 Other financial assets
Non-current
Derivative financial instruments 18.52 70.16
Fixed deposit with maturity of more than 12 months 91.38 62.63
Other receivables 16.38 13.31
126.28 146.10
Current
Derivative financial instruments 51.72 26.12
Interest accrued on deposits 0.32 9.22
Other receivables 29.65 28.92
81.69 64.26
207.97 210.36
13 Other assets
Non-current
Capital advances 31.02 27.58
Pre-paid expenses - 49.93
31.02 77.51
Current
Export benefits receivable 77.11 63.59
Claims receivable (indirect tax / insurance / others) 116.91 117.59
Employee advances 5.75 5.75
Pre-paid expenses 52.64 40.40
Indirect taxes recoverable 110.20 109.36
Advances to suppliers 92.14 83.92
Other receivables 2.80 10.62
457.55 431.23
488.57 508.74
14 Inventories
[At lower of cost or net realisable value]
Raw materials 741.23 663.95
Packing materials 48.91 46.25
Work-in-progress 203.18 187.43
Finished goods 778.33 722.76
Stock-in-trade 376.57 314.76
2,148.22 1,935.15
(i) The Group charged inventory write-down (net) of ` 13.47 crores and ` 12.58 crores
to statement of profit and loss for the year ended 31-Mar-2020 and 31-Mar-2019
respectively.
(ii) Inventories are hypothecated as security for borrowings as disclosed under note 19.
179
notes FORMING PART OF THE Consolidated financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
15 Trade receivables
Unsecured
(a) Considered good 1,649.34 1,435.71
(b) Significant increase in credit risk 19.47 28.13
Less : Allowance for doubtful trade receivables 19.47 28.13
1,649.34 1,435.71
(i) Trade receivables are non-interest bearing and are generally on credit period of
60-180 days.
(ii) Movements in allowance for doubtful trade receivables :
Opening balance 28.13 38.72
Add: Provision made / (reversed) during the year (net) 2.64 (5.48)
Less: Provision used during the year (10.51) (6.97)
Add / (less): Translation exchange difference (0.79) 1.86
Closing balance 19.47 28.13
(i) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting year:
As at 31-Mar-2020 As at 31-Mar-2019
Particulars
Numbers ` in crores Numbers ` in crores
As at the beginning of the year 169,222,720 84.62 169,222,720 84.62
Outstanding at the end of the year 169,222,720 84.62 169,222,720 84.62
(ii) Torrent Private Limited*, the holding Company, holds 120,563,720 (previous year 120,563,720) equity shares of ` 5 each,
equivalent to 71.25% (previous year 71.25%) of the total number of subscribed & paid up equity shares, which is the only
shareholder holding more than 5 % of total equity shares.
(iii) The Company has one class of equity shares having par value of ` 5 each. Each shareholder is eligible for one vote per
share held. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining
assets of the Company after distribution of all preferential amount, in proportion to shareholding.
*Torrent Private Limited changed to Torrent Investments Private Limited w.e.f. 15-Apr-2020
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
18 Other equity
Reserves and Surplus
Retained earnings 1,893.03 1,616.36
General reserve 2,648.40 2,510.87
Debenture redemption reserve 351.71 489.24
Capital reserve 5.56 5.56
Securities premium 4.34 4.34
4,903.04 4,626.37
Other comprehensive income
Equity instruments through other comprehensive income 0.01 0.03
Effective portion of cash flow hedges (63.84) 40.23
Foreign currency translation reserve (100.61) (26.90)
(164.44) 13.36
4,738.60 4,639.73
19 Borrowings
Non-current
Secured non-convertible debentures 1,162.72 1,404.43
Secured term loans from banks 2,110.94 2,505.38
Unsecured term loans from others 1.56 3.11
Lease obligations 28.63 -
3,303.85 3,912.92
Current maturities of long-term debt (Refer note 23)
Secured non-convertible debentures 542.56 550.11
Secured term loans from banks 874.16 638.32
Unsecured term loans from others 1.56 2.64
Lease obligations 27.05 -
1,445.33 1,191.07
181
notes FORMING PART OF THE Consolidated financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
19 Borrowings (Contd.)
Current
Secured loans from banks 489.31 450.00
Unsecured loans from banks 601.54 207.51
Unsecured commercial paper from banks - 276.60
1,090.85 934.11
5,840.03 6,038.10
Notes:
(i) Term Loans from banks referred above to the extent of :
(a) ` 1,943.72 crores (Previous year ` 1,515.44 crores) are secured by first pari-passu mortgage/ charge on immovable
as well as tangible movable assets, present and future, located at village Indrad (Manufacturing facility on identified
land), Bhat (Research facility), Corporate office, Ahmedabad, all in Gujarat, and village Baddi (Manufacturing facility)
in Himachal Pradesh as well as on certain identified trademarks of the Company including its future line extensions.
(b) ` Nil (Previous year ` 749.54 crores) are secured by first pari-passu mortgage/ charge on immovable as well as tangible
movable assets, present and future, located at village Indrad (Manufacturing facility on identified land), Bhat (Research
facility), Corporate office, Ahmedabad, all in Gujarat, and village Baddi (Manufacturing facility) in Himachal Pradesh
as well as on certain identified trademarks of the Company including its future line extensions, in respect of which
Company is in the process of creating charge.
(c) ` 251.29 crores (Previous year ` 345.86 crores) from bank is secured by first charge on certain identified trademarks
of the Company including its future line extensions.
(d) ` 75.38 crores (Previous year ` 193.68 crores) are secured by first pari-passu mortgage/ charge on immovable as well
as tangible movable assets, present and future, located at village Indrad (Manufacturing facility on identified land),
Bhat (Research facility), Corporate office, Ahmedabad, all in Gujarat, and village Baddi (Manufacturing facility) in
Himachal Pradesh.
(e) ` 76.24 crores (Previous year ` 131.66 crores) are secured by first pari passu mortgage/ charge on immovable and
tangible movable assets, present and future, located at Dahej (SEZ) in Gujarat (Manufacturing facility) and Gangtok
in Sikkim (Manufacturing facility) as well as on certain identified trademarks of the Company including its future line
extensions.
(f) ` 450.00 crores (Previous year ` Nil ) are secured by first pari passu mortgage/ charge on immovable and tangible
movable assets, present and future, located at Dahej (SEZ) in Gujarat (Manufacturing facility) and Gangtok in Sikkim
(Manufacturing facility) as well as on certain identified trademarks of the Company including its future line extensions,
in respect of which company is in the process of creating charge.
(g) ` 188.47 crores (previous year ` 207.52 crores) from bank is secured by hypothecation of inventories and book debts.
(ii) Non-convertible debentures referred above to the extent of :
(a) ` 549.57 crores (Previous year ` 956.22 crores) are secured by first pari passu mortgage/ charge on immovable and
tangible movable assets, present and future, located at Dahej (SEZ) in Gujarat (Manufacturing facility) and Gangtok
in Sikkim (Manufacturing facility) as well as on certain identified trademarks of the Company including its future line
extensions.
(b) ` 855.71 crores (Previous year ` 998.32 crores) are secured by first pari-passu mortgage/ charge on immovable as
well as tangible movable assets, present and future, located at village Indrad (Manufacturing facility on identified
land), Bhat (Research facility), Corporate office, Ahmedabad, all in Gujarat, and village Baddi (Manufacturing facility)
in Himachal Pradesh as well as on certain identified trademarks of the Company including its future line extensions.
(c) ` 300.00 crores (Previous year ` Nil) are secured by first pari passu mortgage/ charge on tangible immovable and
movable assets, present and future, located at Dahej (SEZ) in Gujarat (Manufacturing facility) as well as on certain
identified trademarks of the Company including its future line extensions.
(iii) Short term borrowings from banks are in nature of working capital facilities which are secured by hypothecation of inventories
and book debts.
(iv) Average interest rate on borrowings is 7.55% for the year ended 31-Mar-2020 (Previous year 8.06%).
19 Borrowings (Contd.)
(v) The principal amount repayable in yearly instalments for long-term loans and lease obligations are as under:
Financial year ` in crores
2020-21 1,445.33
2021-22 1,214.87
2022-23 858.33
2023-24 517.07
2024-25 425.68
2025-26 294.02
Thereafter 3.31
4,758.61
Less : Amortised cost adjustment 9.43
Total 4,749.18
(vi) Maturity profile and rate of interest of non-convertible debentures are set out as below:
(` in crores)
Effective 2025-26 2024-25 2023-24 2022-23 2021-22 2020-21 Total Amortised Closing
Rate of Interest repayment cost balance
adjustment
7.40% to 9.30% 142.84 142.86 142.86 442.86 292.86 542.56 1,706.84 1.56 1,705.28
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
20 Provisions
Non-current
Provision for employee benefits
Post-retirement benefits (Refer note 34) 93.45 81.52
Leave benefits 86.45 84.73
179.90 166.25
Provision for sales returns 147.93 106.49
Provision for expenses 10.51 15.78
338.34 288.52
Current
Provision for employee benefits
Post-retirement benefits (Refer note 34) 2.50 2.23
Leave benefits 14.50 13.79
17.00 16.02
Provision for sales returns 180.67 178.11
Provision for failure to supply 204.65 154.28
Provision for medicaid 11.89 24.31
Provision for expenses 4.37 41.50
418.58 414.22
756.92 702.74
(i) Provision for sales returns :
The Group, as a trade practice, accepts returns from market which are primarily in
the nature of expired or near expiry products. Provision is made for such returns on
the basis of historical experience, market conditions and specific contractual terms.
183
notes FORMING PART OF THE Consolidated financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
20 Provisions (Contd.)
Opening balance 284.60 273.23
Add: Provision made during the year 229.64 221.98
Less: Provision utilised during the year (191.66) (214.90)
Add / (Less): Translation exchange difference 6.02 4.29
Closing balance 328.60 284.60
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
21 Income Taxes
(a) Expense / (benefit) recognised in the statement of profit and loss:
Current tax:
Expense for current year 260.24 279.45
Expense pertaining to prior years 13.66 1.34
Deferred tax:
Deferred tax credit (59.23) (155.44)
One time impact on current and deferred tax due to change in law (52.82) -
161.85 125.35
(b) Expense / (benefit) recognised in statement of other comprehensive income
Re-measurement gains / (losses) on defined benefit plans 6.06 2.68
Equity instruments through other comprehensive income 0.01 -
Effective portion on gains and loss on hedging instruments in a cash flow hedge 55.79 (14.53)
61.86 (11.85)
(c) Reconciliation of Effective Tax Rate :
Profit before income taxes 1,186.57 561.66
Enacted tax rate in India 34.94% 34.94%
Expected income tax expenses 414.64 196.27
Adjustments to reconcile expected income tax expense to reported income
tax expense:
Weighted deduction allowed in respect of research and development (72.31) (70.64)
expenses
Effect of deductions allowed under Income Tax (137.84) -
Recognition of previously unrecognised deferred tax asset (net) (6.69) 1.80
Tax impact on future transition to new tax regime (41.00) -
Effect of expenses not deductible in determining taxable profit 57.54 23.77
Foreign exchange difference (8.67) 2.07
Effect of difference between Indian tax rate and foreign tax rate 4.39 39.45
Tax adjustments of prior periods 13.66 1.34
One time impact on current and deferred tax due to change in law * (52.82) -
MAT Credit entitlement of earlier periods recognised - (73.28)
Others (net) (9.05) 4.57
Adjusted income tax expenses 161.85 125.35
Effective Tax Rate 13.64% 22.32%
* The US Government enacted Coronavirus Aids, Relief and Economic Security
Act (CARES Act) on 27-Mar-2020 in response to COVID-19 pandemic. Torrent
Pharma Inc., wholly owned subsidiary, elected to carry back Net Operating
Losses (NOLs) of current and preceding financial years to set off against taxable
profits of earlier years. Accordingly, one time tax benefit of ` 52.82 crores for the
year ended 31 March 2020 has been recognized.
185
notes FORMING PART OF THE Consolidated financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
21 Income Taxes (Contd.)
Amount of ` 10.50 crores pertains to deferred tax asset created on tax losses of subsidiaries. The Group, based on future
taxable income generation projections, expects to realise the same in future periods.
Amount of unused tax losses for which deferred tax asset not recognised is ` 3.82 crores as at 31-Mar-2020.
Under the Income-tax Act, 1961, the Company is liable to pay Minimum Alternate Tax (MAT). MAT paid can be carried
forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset
only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset
will be realised.
In assessing the realization of deferred tax assets, management considers that ultimate realization of deferred tax depends
on the generation of future taxable income during the period in which deferred tax assets become deductible. Based on the
trend of historical taxable income and projection for future taxable income over the period in which the deferred tax assets
are deductible, management believes that the Group will realize the benefits of those deductible differences. Accordingly,
amount of deferred tax assets are considered realizable.
(` in crores)
Opening Recognised Recognised Recognised Foreign Closing
balance in statement in other in retained exchange balance
Year ended 31-Mar-2019
as at of profit and comprehensive earnings difference as at
01-Apr-2018 loss income 31-Mar-2019
Deferred tax liabilities / (assets) in relation to:
Property, plant and equipments and intangible assets 597.73 194.87 - - 0.42 793.02
Amortised cost adjustment on borrowings 5.48 (1.13) - - - 4.35
Fair valuation of investment in mutual fund 2.63 (2.25) - - - 0.38
Cash flow hedge reserve 7.61 - 14.53 - - 22.14
Fair valuation of investment in equity instruments 0.01 - - - - 0.01
Provision for employee benefit expense (49.07) 5.87 (2.68) - (0.82) (46.70)
Valuation of inventories (38.51) (4.10) - - 3.21 (39.40)
Provision for expenses (62.79) (18.88) - - (5.17) (86.84)
Provision for chargebacks (77.31) (29.89) - - 1.63 (105.57)
Allowance for doubtful trade receivables (30.65) 24.05 - - 0.01 (6.59)
Unrealized foreign exchange loss 4.36 (4.23) - - (0.14) (0.01)
Interest accrued but not due - (14.66) - - - (14.66)
Unabsorbed depreciation / Tax losses of subsidiaries (96.00) (31.49) - 36.02 0.45 (91.02)
MAT credit entitlement (482.89) (260.44) - 21.51 - (721.82)
Unrealised profit in Inventory (56.48) (13.16) - - - (69.64)
Deferred tax liabilities / (assets) net (275.88) (155.44) 11.85 57.53 (0.41) (362.35)
187
notes FORMING PART OF THE Consolidated financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
22 Trade payables
Disclosures required by the Micro, Small and Medium Enterprises Development (MSMED)
Act, 2006 are as under :
(a) (i) The principal amount remaining unpaid at the end of the year 13.19 7.14
(ii) Interest due on principal remaining unpaid at the end of the year - -
(b) (i) The delayed payments of principal amount paid beyond the appointed date 7.12 5.76
during the year
(ii) Interest actually paid under Section 16 of the MSMED Act 0.07 0.03
(c) Normal interest due and payable during the year, for all the delayed payments, as per 0.03 0.07
the agreed terms
(d) Total interest accrued during the year and remaining unpaid 0.03 0.07
(e) The amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues above are actually paid to the small
enterprise, for the purpose of disallowance of a deductible expenditure under Section
23 of the MSMED Act
The above information regarding Micro, Small and Medium Enterprises has been
determined on the basis of information available with the company. This has been relied
upon by the auditors.
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
25 Revenue from operations
Sales
Sales in India 3,792.11 3,509.18
Sales outside India 3,987.90 3,952.66
7,780.01 7,461.84
Other operating income
Export benefits 83.18 76.17
Income from product registration dossiers 1.42 4.06
Compensation and settlement income - 62.81
Government grant income 3.53 7.17
Other income 71.17 60.75
159.30 210.96
7,939.31 7,672.80
Reconciliation of revenue from operations with the contracted price :
Contracted price 14,794.18 14,316.37
Adjustments :
Chargeback, rebates and discounts (6,757.58) (6,608.37)
Sales return (229.64) (221.98)
Others (26.95) (24.18)
Sales 7,780.01 7,461.84
Add : Other operating income 159.30 210.96
Revenue from operations 7,939.31 7,672.80
Revenue disaggregation by geography has been included in segment reporting (Refer note 35).
Revenue from operations also includes contract manufacturing revenue of ` 461.17 crores
and ` 460.31 crores for the year ended 31-Mar-2020 and 31-Mar-2019 respectively.
26 Other income
Interest income 7.96 16.41
Net gain on sale of investments (including gain/(loss) on fair valuation ` (1.12) crores and 29.20 39.27
` (6.33) crores for year ended 31-Mar-2020 and 31-Mar-2019 respectively)
Net foreign exchange gain / (loss) 82.74 (1.09)
Other non-operating income 1.40 2.46
121.30 57.05
27 Cost of materials consumed
Raw materials 1,192.22 1,111.88
Packing materials 185.13 178.43
1,377.35 1,290.31
28 Changes in inventories of finished goods,
work-in-progress and stock-in-trade
Opening inventory :
Finished goods 722.76 678.52
Work-in-progress 187.43 213.23
Stock-in-trade 314.76 419.24
1,224.95 1,310.99
189
notes FORMING PART OF THE Consolidated financial statements
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
28 Changes in inventories of finished goods,
work-in-progress and stock-in-trade (Contd.)
Less : Closing inventory :
Finished goods 778.33 722.76
Work-in-progress 203.18 187.43
Stock-in-trade 376.57 314.76
1,358.08 1,224.95
Less : Exceptional items - 2.60
Net (increase) / decrease in inventory (133.13) 83.44
191
notes FORMING PART OF THE Consolidated financial statements
(h) Assumptions :
Year ended 31-Mar-2020 Year ended 31-Mar-2019
Gratuity Pension Retirement Retirement Gratuity Pension Retirement Retirement
Benefit Plan Benefit and Benefit Plan Benefit and
Seniority Seniority
Premium Premium
Plan Plan
Discount rate 6.56% 1.76% 4.75% 8.50% 7.64% 2.00% 6.50% 10.00%
Salary escalation rate 10.00% 2.50% 6.00% 4.50% 10.00% 2.50% 6.00% 4.50%
Weighted average duration of defined benefit obligation 9 years 16.16 14.59 5.10 years 9 years 16.39 14.56 4.57 years
years years years years
Expected long term productivity gains & long term risk-free real rate of interest have been used as guiding factors to
determine long term salary growth.
For gratuity plan, future mortality rates are obtained from relevant table of Indian Assured Lives Mortality (2006-08) Ultimate.
35 Segment reporting
Operating segment are components of the Group whose operating results are regularly reviewed by the Chief Operating Decision
Maker [CODM] to make decisions about resources to be allocated to the segment and assess its performance and for which
discrete financial information is available.
Generic Formulation Business is identified as single operating segment for the purpose of making decision on allocation of
resources and assessing its performance.
193
notes FORMING PART OF THE Consolidated financial statements
36 Financial Instruments
(i) Financial assets and liabilities
Accounting classification and fair values:
Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy,
are presented below.
(` in crores)
As at 31-Mar-2020 Carrying Fair Value
Value Level 1 Level 2 Level 3 Total
Financial assets :
Amortised cost * :
Cash and cash equivalents 661.82 - - - -
Bank balances other than cash and 4.83 - - - -
cash equivalents
Trade receivables 1,649.34 - - - -
Investments 0.01 - - - -
Loans 5.93 - - - -
Other financial assets 137.73 - - - -
Fair value through other comprehensive
income :
Investment in equity instruments 2.10 0.02 - 2.08 2.10
Derivative instruments :
Fair value through profit and loss 70.24 - 70.24 - 70.24
Total 2,532.00 0.02 70.24 2.08 72.34
Financial liabilities :
Amortised cost * :
Borrowings 5,840.03 - - - -
Trade payables 2,076.86 - - - -
Other financial liabilities 248.20 - - - -
Fair value through profit or loss :
Other financial liabilities ** 4.30 - - 4.30 4.30
Derivative instruments :
Designated as cash flow hedge 97.49 - 97.49 - 97.49
Fair value through profit and loss 40.45 - 40.45 - 40.45
Total 8,307.33 - 137.94 4.30 142.24
* The Group has not disclosed the fair value of financial instruments, because their carrying amount are a reasonable
approximation of fair value.
** Management does not expect any significant change in liability on settlement.
195
notes FORMING PART OF THE Consolidated financial statements
Currency Nature of derivative contracts Buy / Net Position Fair value Gain / (Loss)
Sell (Amount in crores) (` in crores)
31-Mar-2020 31-Mar-2019 31-Mar-2020 31-Mar-2019
USD Forward contracts Sell 35.74 28.75 (117.28) 66.27
EUR Forward contracts Sell 3.57 2.11 7.84 8.33
GBP Forward contracts Sell 0.70 0.81 3.04 1.29
MXN Forward contracts Sell 2.46 2.18 1.52 (0.18)
MYR Forward contracts Sell 2.44 2.10 (0.01) (0.94)
RUB Forward contracts Sell 67.73 46.64 10.99 (0.37)
THB Forward contracts Sell 0.35 - 0.01 -
USD Cross Currency Interest Rate Swaps Buy 1.00 2.80 (0.37) (9.52)
USD Interest Rate Swaps 2.50 3.00 (3.23) (2.51)
(97.49) 62.37
Less : Deferred tax (33.65) 22.14
Balance in cash flow hedge reserve (63.84) 40.23
The major foreign currency exposures for the Group are denominated in USD & EURO. Additionally, there are transactions
which are entered into in other currencies and are not significant in relation to the total volume of the foreign currency
exposures. The Group hedges trade receivables and future cash flows upto a maximum of 24 months forward based on
historical trends, budgets and monthly sales estimates. The foreign exchange forward contracts are denominated in the
same currency as the highly probable forecast sales, therefore the hedge ratio is 1:1 based on management's current
assessment. The parent company enters into cross-currency swaps to hedge all foreign currency borrowings. Hedge
effectiveness is assessed on a regular basis.
The following table sets forth information relating to foreign currency exposure from non-derivative financial instruments:
(` in crores)
As at 31-Mar-2020 US Dollar Euro Others* Total
Assets :
Cash and cash equivalents 55.09 176.30 46.31 277.70
Trade receivables 778.26 317.67 343.48 1,439.41
Bank balances other than cash and cash equivalents - 0.34 - 0.34
Other assets 21.99 109.81 45.69 177.49
Total 855.34 604.12 435.48 1,894.94
Liabilities :
Borrowings 779.98 0.56 13.65 794.19
Trade payables 175.91 1,262.55 52.00 1,490.46
Other liabilities 78.56 46.25 28.08 152.89
Total 1,034.45 1,309.36 93.73 2,437.54
Net assets / (liabilities) (179.11) (705.24) 341.75 (542.60)
(` in crores)
As at 31-Mar-2019 US Dollar Euro Others* Total
Assets :
Cash and cash equivalents 75.52 383.41 39.67 498.60
Trade receivables 650.40 253.79 343.11 1,247.30
Bank balances other than cash and cash equivalents - 82.05 - 82.05
Other assets 17.62 79.27 12.22 109.11
Total 743.54 798.52 395.00 1,937.06
Liabilities :
Borrowings 919.98 - - 919.98
Trade payables 224.88 1,379.86 60.14 1,664.88
Other liabilities 68.18 29.24 27.62 125.04
Total 1,213.04 1,409.10 87.76 2,709.90
Net assets / (liabilities) (469.50) (610.58) 307.24 (772.84)
*Others mainly includes currencies namely British Pound, Mexican Peso, Russian Rouble.
197
notes FORMING PART OF THE Consolidated financial statements
With respect to the parent company's non-derivative financial instruments, a 5% increase / decrease in relation to USD
& EURO on the underlying would have resulted in increase /decrease of ` 33.72 crores (` 11.09 crores) in the Group’s
net profit for the year ended 31-Mar-2020 and 31-Mar-2019 respectively.
With respect to the subsidiary's non-derivative financial instruments, a 5% increase / decrease in relation to the
underlying currency would have resulted in increase /decrease of ` 41.13 crores (` 36.48 crores) in the Group’s foreign
currency translation reserve as at 31-Mar-2020 and 31-Mar-2019 respectively.
In respect of foreign currency loans, the Group has outstanding borrowing of USD 108.33 millions. As per the Group’s
risk management policy to minimize the interest rate cash flow risk exposure on foreign currency long term borrowings,
interest rate swaps are taken to convert the variable interest rate risk into rupee fixed interest rate. Therefore there is no
interest rate risks associated on such foreign currency loans taken by the parent company. An amount of USD 65 million
borrowing at US subsidiary is at a floating rate of interest. Interest rate swaps are taken by US subsidiary for 25 million
borrowings to convert variable interest rate to fixed interest rate. Since the borrowing at floating rate of interest both on
account of rupee loans and USD loan at subsidiary is not significant, interest rate sensitivity has not been performed.
All trade receivables are subject to credit risk exposure. The Group’s exposure to credit risk is influenced mainly by
the individual characteristics of each customer. The demographics of the customer, including the default risk of the
industry and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is
managed through established policies, controls relating to credit approvals and procedures for continuously monitoring
the creditworthiness of customers to which the Group grants credit terms in the normal course of business. The Group
does not have significant concentration of credit risk related to trade receivables. There is 1 customer with outstanding
balances of more than 10% of outstanding accounts receivable as at 31-Mar-2020 and 31-Mar-2019.
With respect to investments, the Group limits its exposure to credit risk by generally investing in liquid securities with
counterparties depending on their Composite Performance Rankings (CPR) published by CRISIL. Bank deposits are
placed with banks with high credit rating. The Group’s investment policy lays down guidelines with respect to exposure
per counterparty, rating, processes in terms of control and continuous monitoring. The Group therefore considers credit
risks on such investments and bank deposits to be negligible.
With respect to derivatives, the Group's forex management policy lays down guidelines with respect to exposure per
counter party i.e. with banks with high credit rating, processes in terms of control and continuous monitoring. The fair
value of the derivatives are credit adjusted at the period end.
(` in crores)
As at 31-Mar-2020 Due in Due in Due in Due after Total
Year 0 to 1 Year 1 to 2 Year 3 to 5 Year 5
Trade payables 2,076.86 - - - 2,076.86
Borrowings
Lease obligations 27.05 17.97 6.17 4.49 55.68
Other borrowings* 2,509.13 1,196.90 1,794.91 292.84 5,793.78
Other financial liabilities 239.89 8.77 3.84 - 252.50
Derivative financial liabilities 68.56 69.38 - - 137.94
Total 4,921.49 1,293.02 1,804.92 297.33 8,316.76
(` in crores)
As at 31-Mar-2019 Due in Due in Due in Due after Total
Year 0 to 1 Year 1 to 2 Year 3 to 5 Year 5
Trade payables 2,096.74 - - - 2,096.74
Borrowings* 2,125.18 1,345.86 1,915.24 664.26 6,050.54
Other financial liabilities 296.33 9.18 0.42 3.52 309.45
Derivative financial liabilities 35.98 1.48 - - 37.46
Total 4,554.23 1,356.52 1,915.66 667.78 8,494.19
37 Exceptional items
(a) Impairment of intangible assets
Impairment loss in the consolidated statement of profit and loss pertains to goodwill, certain intangible assets and
intangible assets under development recognised as part of acquisition of Bio-Pharm, Inc. summarised as under:
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
Intangible assets - 42.88
Intangible assets under development - 98.08
Goodwill - 76.52
Total - 217.48
199
notes FORMING PART OF THE Consolidated financial statements
(i) Up-gradation of the facility due to regulatory developments causing temporary disruption and cancellation of
customer contracts.
The impairment loss has been determined by considering each individual intangible asset group (product under
development, customer contracts etc.) as a cash generating unit (CGU). Goodwill which arose upon acquisition has
been apportioned to groups of CGU's for the purpose of carrying out impairment test. Recoverable amount (i.e. higher
of value in use and fair value less cost to sell) of each individual CGU was compared to carrying value and impairment
amount was arrived as follows:
1. CGUs where carrying value was higher than recoverable amount were impaired.
2. Goodwill was apportioned to remaining CGUs. The recoverable value was then compared with carrying value of
Group of CGUs and impairment loss was recognised against goodwill.
3. CGUs where recoverable amount was higher than carrying value were carried at carrying value.
Value in use is calculated using a discounted expected cash flow approach, with a post-tax discount rate applied to
the projected risk adjusted post-tax cash flows and terminal value. The discount rate is the weighted average cost of
capital of the group of cash-generating units relating to erstwhile Bio Pharm Inc. For assessing value in use, the cash
flow projections are based on the most recent long-term forecasts approved by management. The long-term forecasts
include management’s latest estimates on sales volume and pricing as well as production and other operating costs.
Other key assumptions used in the calculations are the period of cash flow projections included in the long-term
forecasts, the terminal value growth rate and the discount rate.
a) Projected cash flows for five years based on financial budgets / forecasts in line with the past experience. The
perpetuity value istaken based on the long term growth rate depending on macro economic growth factors.
(b)
Recall expenses
The Group has charged ` 139.53 crores to the consolidated statement of profit and loss for the year ended 31-Mar-2019
in relation to product recalls. These expenses includes write down of inventory, certain contractual obligations and recall
expenses.
201
Remuneration paid - - - - 1.13 0.27 1.13 0.27
Transfer value of employees (net) - - - - 0.50 0.02 0.50 0.02
(b) Balances at the end of the year 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
Advances recoverable - - - - 0.66 0.66 0.66 0.66
Investments in equities - - - - 0.06 0.06 0.06 0.06
Trade payables - - - - 1.95 1.23 1.95 1.23
Other payables - - 26.17 20.76 - - 26.17 20.76
**Torrent Private Limited changed to Torrent Investments Private Limited w.e.f. 15-Apr-2020.
notes FORMING PART OF THE Consolidated financial statements
(` in crores)
As at As at
31-Mar-2020 31-Mar-2019
39 Commitments and contingencies
Commitments:
Estimated amount of contracts remaining unexecuted on capital account (net of 244.77 267.20
advances) not provided for
Contingent liabilities:
Claims against the Group not acknowledged as debts :
Disputed demand of income tax for which appeals have been preferred 1.46 3.39
Disputed employee state insurance contribution liability under E.S.I. Act, 1948 14.11 13.25
Disputed demand of goods and service tax / excise 104.83 102.93
Disputed demand of local sales tax and C.S.T 0.28 0.31
Disputed demand of stamp duty 3.43 2.19
Disputed cases at labour court / industrial court 5.24 3.16
Disputed bonus liability under Payment of Bonus (Amendment) Act, 2015 0.47 0.47
129.82 125.70
In most of the cases above, the relevant authorities have raised a demand or disallowed / deducted the relevant taxes. The
Group has preferred an appeal and the outcome is awaited.
Against the claims not acknowledged as debts, the Group has paid ` 3.56 crores (previous year ` 0.15 crores). The expected
outflow will be determined at the time of final outcome in respect of the concerned matter. No amount is expected to be
reimbursed.
40 In March 2020, the World Health Organisation declared COVID-19 to be a pandemic. Supply Chain disruptions in India as a
result of the outbreak started with restrictions on movement of goods, closure of borders etc., in several states followed by a
nationwide lockdown from the 25-Mar-2020 announced by the Indian government, to contain the spread of COVID-19. Due
to this the operations in some of the Group’s manufacturing, warehouse and distribution locations got temporarily disrupted.
Since, the Group manufactures and supplies pharmaceutical products which is categorized under essential goods, the
manufacturing and supplies of the products has since been restored albeit at lower than normal levels. The situation is likely
to gradually improve with easing of restrictions in the near future.
In light of these circumstances, the Group has considered the possible effects that may result from COVID-19 on the carrying
amounts of tangible and intangible assets, financials assets, inventory, receivables etc as well as borrowings and liabilities
accrued. In developing the assumptions relating to the possible future uncertainties in the economic conditions because
of this pandemic, the Group has used internal and external information such as future estimate of volumes, continuity of
supply chain etc. Having reviewed the underlying data and based on current estimates the Group expects the carrying
amount of these assets will be recovered and there is no significant impact on the Group’s ability to discharge its borrowings
and liabilities. The actual impact of the global health pandemic may be different from that which has been estimated, as the
COVID -19 situation evolves in India and globally. The Group will continue to closely monitor any material changes to future
economic conditions.
(` in crores)
Year ended Year ended
31-Mar-2020 31-Mar-2019
41 Corporate social responsibility (CSR) expenditure
(a) Gross amount required to be spent by the Company 16.85 26.35
(b) Amount spent during the year on
(i) Construction / acquisition of any asset - -
(ii) On purposes other than (i) above 18.07 26.45*
18.07 26.45
(c) Contribution to section 8 companies, which are related parties, included in (b) 16.18 18.72
above, in relation to CSR expenditure
* ` 25.34 crores is included in other expenses and ` 1.11 crores is included in employee benefit expenses in statement of
profit and loss.
42 The consolidated financial statements for the year ended 31-Mar-2020 were approved for issue by the Board of Directors
on 26-May-2020.
43 The figures for the previous year have been restated/regrouped wherever necessary, to make them comparable.
203
notes FORMING PART OF THE Consolidated financial statements
Net Assets, i.e., total Share in profit or loss Share in other Share in total
assets minus total comprehensive income comprehensive income
liabilities
Name of the entity As % of ` in crores As % of ` in crores As % of ` in crores As % of ` in crores
consolidated consolidated consolidated consolidated
net assets profit or loss other com- total com-
prehensive prehensive
income income
Parent
Torrent Pharmaceuticals Limited 99.06% 4,680.86 111.30% 485.64 69.65% 23.05 108.35% 508.69
(Net of Consolidation Adjustments)
Subsidiaries
Indian
Torrent Pharmaceuticals (Sikkim) - - 0.01% 0.03 - - 0.01% 0.03
Foreign
Zao Torrent Pharma 0.55% 25.87 0.20% 0.87 (1.42%) (0.47) 0.09% 0.40
Torrent Do Brasil Ltda. 1.36% 64.40 1.76% 7.70 20.60% 6.82 3.09% 14.52
Torrent Pharma Gmbh 1.24% 58.53 (6.02%) (26.28) 1.81% 0.60 (5.47%) (25.68)
Torrent Pharma Inc. (3.83%) (181.07) (54.97%) (239.86) (13.72%) (4.54) (52.07%) (244.40)
Torrent Pharma Philippines Inc. 0.63% 29.75 (0.01%) (0.03) (0.03%) (0.01) (0.01%) (0.04)
Laboratorios Torrent, S.A. De C.V. 0.34% 16.24 0.64% 2.81 0.09% 0.03 0.61% 2.84
Torrent Australasia Pty Ltd 0.01% 0.26 0.00% 0.01 - - 0.00% 0.01
Torrent Pharma S.R.L. (0.43%) (20.27) 0.66% 2.88 3.29% 1.09 0.85% 3.97
Torrent Pharma (UK) Ltd (0.79%) (37.50) 0.83% 3.64 6.19% 2.05 1.21% 5.69
Torrent Pharma (Thailand) Co., Ltd. 0.01% 0.69 0.02% 0.08 0.06% 0.02 0.02% 0.10
Laboratories Torrent (Malaysia) SDN.BHD. 0.13% 5.97 0.45% 1.95 (0.85%) (0.28) 0.36% 1.67
Torrent Pharma France S.A.S. (0.05%) (2.58) (0.03%) (0.15) - - (0.03%) (0.15)
Heumann Pharma Gmbh & Co. Generica KG 1.07% 50.36 40.16% 175.21 11.24% 3.72 38.12% 178.93
Heunet Pharma Gmbh 0.70% 32.84 4.99% 21.78 2.27% 0.75 4.80% 22.53
Norispharm Gmbh - - - - - - - -
Aptil Pharma Limited - - - - 0.82% 0.27 0.06% 0.27
Non-controlling interests in all subsidiaries - - 0.01% 0.03 - - 0.01% 0.03
Total 100.00% 4,724.35 100.00% 436.31 100.00% 33.10 100.00% 469.41
In terms of our report attached For and on behalf of the Board of Directors
Mumbai Ahmedabad
26th May, 2020 26th May, 2020
205
iii. Aptil Pharma Limited dissolved with effect from 15-Oct-2019.
Ahmedabad
26th May, 2020
FIVE YEAR FINANCIAL HIGHLIGHTS
CONSOLIDATED (` in crores)
2019-20 2018-19 2017-18 2016-17 2015-16
SALES, PROFIT & DIVIDEND
Revenue 7,939 7,673 5,950 5,857 6,687
EBITDA 2,284 2,025 1,641 1,596 2,953
EBIT 1,629 1,406 1,233 1,289 2,715
Profit before exceptional items and tax (PBT) 1,187 919 931 1,088 2,537
Profit after tax (PAT) 1,025 436 678 934 1,733
Dividend for the year 542 288 237 237 592
Total dividend per share (`) 32.00 17.00 14.00 14.00 35.00
Special dividend per share (`) 15.00 - - - 15.00
Normal dividend (interim dividend and proposed final 17.00 17.00 14.00 14.00 20.00
dividend ) per share (`)
FINANCIAL POSITION
Equity share capital 85 85 85 85 85
Other equity 4,739 4,640 4,538 4,266 3,409
Long term borrowings 4,749 5,104 4,837 2,510 2,348
Capital employed 9,573 9,829 9,460 6,861 5,842
Gross block 11,046 10,553 10,096 5,429 4,835
Net block 8,245 8,365 8,502 4,208 3,901
Net current assets (473) (128) 60 2,141 1,403
RETURN
On revenue (PBT)% 15% 12% 16% 19% 38%
On capital employed (EBIT)% 17% 14% 13% 19% 46%
On shareholder’s fund (PAT)% 21% 9% 15% 21% 50%
Earnings per share (`) 60.55 25.78 40.07 55.17 102.42
Earnings per share before exceptional item net of tax (`) 60.55 42.45 40.07 55.17 111.46
207
Notes