Your Directors are pleased to present the 44th Annual Report
together with the Audited Financial Statements of the Company for the financial year ended
March 31,2023.
Financial Results
(' in million)
Particulars |
2022- 23 |
2021-22 |
Sales and Other Income |
10,291 |
8,204 |
Profit/(Loss) Before Tax |
1,341 |
830 |
Provision for Taxation |
|
|
- Income Tax |
383 |
226 |
- Adjustment for Deferred Tax |
(35) |
(12) |
Total Tax |
348 |
214 |
Profit/(Loss) after Taxation |
993 |
616 |
Other comprehensive income/(loss) for the year |
(26) |
(17) |
Total comprehensive income for the year |
967 |
599 |
Surplus brought forward from the previous year |
3,790 |
3,241 |
Impact of Ind AS 116 |
- |
- |
Total amount available for appropriation |
4,756 |
3,840 |
Appropriation made by Directors |
|
|
Transfer to General Reserve |
- |
- |
Appropriation recommended by Directors |
|
|
Dividend |
(200) |
(50) |
Tax on proposed Dividend |
- |
- |
Surplus carried over |
4,556 |
3,790 |
Company whose names appear in the Register of Members and whose names
appear as beneficial owners as per the beneficiary list furnished for the purpose by
National Securities Depository Limited and Central Depository Services (India) Limited as
on record date fixed for this purpose.
Dividend
The Board is pleased to recommend a dividend of ' 16/- per equity share
of ' 2 each, which if approved at the forthcoming Annual General Meeting, will be paid to
all those equity shareholders of the
Business
The Company registered product sales of ' 9,417 million versus last
year sales of ' 7,614 million delivering growth of 24%. Also, Company achieved a total
comprehensive income of ' 967 million, with a growth of 62%, during the financial year
2022-23.
Aligned to our global strategy, Growth through innovation strategy of
the Company worked well with innovative molecules like Osimertinib (Tagrisso), Olaparib
(Lynparza), Durvalumab (Imfinzi), Benralizumab (Fasenra) and Acalabrutinib (Calquence).
Ticagrelor (Brilinta) is approved for treatment in Acute Coronary Syndrome (ACS) and used
in high-risk Post MI patients further gaining momentum with an achievement of 26.5% growth
year on year despite loss of exclusivity by parent company. Ticagrelor continues to be the
market leader with value share of 19.9% as against 17.2% last year in Oral Anti Platelets
(OAP) market as per IQVIA report MAT March 2023. Our continued focus on awareness of use
of potent anti-platelet drugs in ACS including the correct diagnosis and science behind
the product led us to this achievement despite the presence of several generics in the
market.
In the current year (2022-23), Fasenra the first Biologic from
AstraZeneca to treat Severe Eosinophilic Asthma (SEA) has touched more than 400 Patients.
Fasenra has gained significant traction amongst Pulmonologists. It is regarded as the most
effective, convenient and safe therapy for SEA.
Forxiga franchise, as part of the SGLT2 class of drug (Sodium Glucose
Cotransporter Inhibitors), grew despite strong headwinds from several companies who
launched generic versions of Dapagliflozin. We continue to focus on high science and
approval of Forxiga 10 mg in new indications like HFrEF & CKD which are helping SGLT2
inhibitors to be used early for these indications irrespective of the presence of type 2
diabetes.
In the fiscal year of 2022-23, the Oncology Business achieved a notable
double-digit growth of 48%. This success was bolstered to strong performance recorded by
Tagrisso (Osimertinib), Imfinzi (Durvalumab) and Lynparza (Olaparib) showing healthy share
gains India-wide, besides continued strong market growth coupled with the approval and
launch of the following new indications:
1. TOPAZ 1 - It is the first global phase 3 study to report positive
results of Imfinzi (Durvalumab) in combination with chemotherapy as the first line
treatment for advanced Biliary Tract Cancer (BTC), a treatment setting with no major
global treatment advancement in over a decade. The combination was not only statistically
significant but also showed clinically meaningful prolonged overall survival versus the
comparative group on Chemotherapy & Placebo. This immunotherapy- based regimen is the
new Standard of Care in the Treatment of Advanced BTC.
2. ADAURA - for the adjuvant treatment of patients with early- stage
EGFRm non-small cell lung cancer (NSCLC) that recorded a noteworthy reduction of 79% in
disease recurrence or death with Tagrisso (Osimertinib). Updated results from ADAURA
showed adjuvant Osimertinib continued to prolong the overall survival for these patients
who receive adjuvant Osimertinib after surgical resection.
3. OlympiA - Lynparza became the first and only approved medicine
targeting BRCAm in early breast cancer as adjuvant treatment for gBRCAm HER2-negative
high-risk patients based on the OlympiA Phase III trial. This indication was launched in
India in September 2022 and focussed through evidence generation (prevalence study) and
diagnostic patient support programme in 2023.
Tagrisso (Osimertinib) has sustained its prominent position as the
largest brand specialising in the treatment of Lung Cancer in India as per the recent
IPSOS. In February 2022, the Company took a strategic decision to rationalise the price in
the Indian market, as part of their unwavering commitment to enhance patient access to
innovative treatments and in recognition of the affordability challenges faced by patients
seeking such therapies. This price change has been received well in the market and has led
to 40% growth in new patient enrolments (April 2022 - March 2023) post sustainability
programme implementation.
Lynparza (Olaparib), an Oral PARP Inhibitor used to treat PARP
dependent tumors like ovarian cancer, breast cancer, prostate cancer and pancreatic
cancer, which was launched in February 2019, continues to be a leader in Ovarian Cancer
market. After having established BRCA testing as a standard procedure in Ovarian Cancer
patients, the Company has now created partnerships with ecosystem in expanding on
Homologous Recombination Deficiency testing capability in the market, helping more
patients benefit from the available targeted treatment therapies like Olaparib.
Imfinzi (Durvalumab) was launched in October 2019 for the patients with
unresectable, Stage III NSCLC whose disease has not progressed following platinum-based
chemotherapy and radiation therapy and in extensive stage small cell lung cancer continues
to progress well. The brand registered growth of 185% during the year.
We are delighted to announce that in the Therapeutic Area of Oncology,
the Company has gained 12 positions in the last 3 years and is now ranked third overall.
It is also the third fastest growing MNC in India as per the latest available IPSOS report
MAT December 2022 (released in May 2023).
Last year, we saw new Covid variants surface which kept us alert enough
to consider all the risks before coming back to normal. Concerned about their personal
lives, employees were deeply concerned about the threat from COVID-19. While the world was
stepping out of the pandemic environment, the Company did not lower its guard completely
and collaborated with the Company's medical team to build health and well-being
advisory for the employees that guided the ways of working.
In tandem with government directives, from time to time we initiated
two or three days of working from office to strike a balance between business continuity
and safety of the employees. All employees were advised to self-test and declare as they
continued meeting external stakeholders as and when necessary. Meanwhile, technology and
our omnichannel approach that was set up early, enabled us to continue work in a hybrid
fashion. Teams connected with healthcare professionals and other stakeholders providing
all support they needed to continue benefiting patients and ensure access to medicine. Our
diverse mode of engagement continued last year that helped us to serve patients
effectively.
Management has considered its liquidity position as at March 31, 2023
and over the next twelve months, by performing cash flow assessments and a sensitivity
analysis thereon and has concluded that the Company will have adequate liquidity in the
ordinary course of business.
Manufacturing
Despite the ongoing challenges in volatility, the factory delivered
strong results for 2022. Our excellent safety and quality performance at manufacturing
site continued with zero Lost Time Injury and no critical observations in both internal
and external quality audits.
Our supply performance was strong with 100% stock availability and zero
stockouts, ensuring unrestricted supply to patients.
Our lean and digital journey continues, focusing on low cost/no cost
digital solutions. Multiple power apps dashboards have been deployed, giving us real time
data, making our processes more efficient and providing significant tangible benefits.
Procurement saving targets were achieved by locally sourcing
non-critical excipients and foil.
Productivity projects for site were:
Rationalising pack sizes, such as Brilinta 4x14s and now Forxiga
7x14s.
Moved to single shift operations
Packaging Line balancing - by 2023 reduction of 2 packing lines
To deliver our bold ambition of zero carbon by 2025, the Operations has
developed Carbon zero glidepath, with many initiatives such as:
Air handling unit Ramp down
Heat pump for HVAC system
Quality Control Lab achieving My Green Lab Certification
The manufacturing site is now using 95-97% green energy. Further, there
is zero discharge for effluent and the water is being treated and reused at site.
People are in the heart of everything we do, hence, the operations have
rolled out many inclusion and diversity initiatives including manufacturing inclusion
workshops for operators.
Material changes and commitment, if any, affecting financial position
of the Company from the end of the Financial Year and till the date of this Report
There has been no material change and commitment affecting the
financial performance of the Company which occurred between the end of the financial year
of the Company to which the financial statements relate and the date of this Report.
Deposits
During the year under review, the Company has neither accepted nor
renewed any deposits from the public within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Safety, Health and Environment
During the year 2022, Safety, Health and well-being of employees
continued to be an important focus area with an emphasis on COVID support. Teleservices
and all new Employee Assistance Programme with new EAP partner were added to the We Care
For You suite. We continued to distribute quality PPE on a regular basis to all teams in
order to provide a safe working environment for our employees. Annual health check-up was
rolled out for employees in field as well as in the head office of the Company.
Human Resources and Employee Relations
The Company is committed to provide career opportunities for its
employees and enable their growth and development. There is continued focus on enabling
career development and learning opportunities for the employees. During the year, the
Company continued with developed focus by encouraging employees to take ownership of their
development through innovative experiences.
The Company also continued to invest in talent development programmes
to accelerate our talent pipeline for country leadership roles with continued investment
on education, exposure and experience through Global, Regional and Local programmes. The
Company continues to transform from rating-based Performance Management approach to
Performance Development approach focused on continuous coaching and feed forward culture.
Number of Employees
The total number of employees of the Company as on March 31,2023 was
947 as against 1,183 as on March 31, 2022.
Legal Matters
In the last year's Board's Report, members were inter-alia
informed about Arbitration proceedings initiated by National Highway Authority of
India (NHAI) before Arbitrator at Bengaluru in relation to first acquisition of land made
by NHAI in 2004 and the arbitration proceedings invoked by the Company seeking, inter-alia,
enhancement of compensation from NHAI in respect of second acquisition of land made by
NHAI in 2011. During the financial year under review, the Arbitration proceedings
initiated by NHAI in relation to first acquisition of land by NHAI in 2004 was heard by
the Arbitrator and the same is now reserved for passing award. As regards Arbitration on
second acquisition by NHAI, there has been no reportable development.
Further, the members were also informed about Writ Petition filed by
the Company before the Hon'ble High Court of Karnataka challenging demand notice
received from Bruhat Bengaluru Mahanagara Palike (BBMP) dated August 7, 2014 demanding
improvement charges from the Company and the interim stay granted by the Hon'ble High
Court of Karnataka. During the year under review, the matter was heard and reserved for
judgement. However, the court has posted the matter back for further hearing, hence there
is no reportable development.
In the last year's Board's Report, the members were also
informed about the Company receiving a demand notice for an amount of '157.39 crore (and
interest thereupon) under Trade Margin Rationalisation notification (TMR
notification') from National Pharmaceutical Pricing Authority (NPPA) alleging
overcharging of a patented anti-cancer drug sold during the period of March 8, 2019 to
January 31, 2021. The said drug has been included with certain other anti-cancer
medicines, on which trade margin caps are applicable under TMR notification. Based on
evaluation, management is of the view that the TMR notification is not applicable to the
aforesaid patented drug and all applicable laws relating to the pricing of the product
have been complied with. The Company has filed a Writ Petition before the High Court of
Delhi challenging the NPPA's demand notice, and the Writ Petition is currently
pending hearing.
Transfer to Investor Education and Protection Fund
There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company in the financial year 2022-23.
Directors' Responsibility Statement
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors state in terms of Section
134(5) of the Companies Act, 2013 (the Act):
(a) that in the preparation of the annual financial statements for the
year ended March 31,2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any.
(b) that they had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company for the year ended March
31, 2023 and of the profit and loss of the Company for the year ended on that date.
(c) that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
(d) that they had prepared the annual financial statements on a going
concern basis.
(e) that they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively.
(f) that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
The details in respect of internal financial controls and their
adequacy are included in the Management Discussion & Analysis Report, which forms part
of this Report.
Disclosure as required under Section 22 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to provide a healthy environment to all its
employees. There is zero tolerance of discrimination and/or harassment in any form. The
Company has in place a Prevention of Sexual Harassment Policy and an Internal Complaints
Committee as per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the financial year under review, there was no complaint received
by the Internal Complaints Committee.
The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Board Meetings
During the financial year, 6 meetings of the Board were held. For
details of the meetings of the Board, please refer to the Corporate Governance Report,
which forms part of this Report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations'), performance evaluation exercise was carried out for evaluation of the
performance of the Board as a Whole, the Chairman, Independent Directors and the
Non-Independent Directors.
The Company had formulated a questionnaire to carry out the evaluation
exercise. The questionnaire has been structured to embed various parameters based on
identified criteria such as composition, functioning of board/committees, process,
individual roles/obligations etc., and framework to carry out the evaluation effectively.
Further as part of the process, Chairperson of the Nomination and
Remuneration Committee provided feedback to the Board members on the evaluation carried.
As required under Listing Regulations, the Independent Directors held a
separate meeting on February 10, 2023. All the Independent Directors attended the meeting.
The Independent Directors discussed/reviewed the matters specified in Regulation 25(4) of
the Listing Regulations.
Nomination and Remuneration Policy of the Company
The Company has adopted a Nomination and Remuneration Policy relating
to appointment and remuneration of Directors, Key Managerial Personnel and Senior
Executives of the Company, which inter alagovern the selection/nomination of Board
members, appointment to Senior Management levels, review and approval of their
remuneration etc.
The policy is available at https://www.astrazeneca.in/content/dam/
az-in/pdf/files/AprNomination%20and%20Remuneration%20Policy.pdf
Vigil Mechanism/Whistle-Blower Policy
The Company has a vigil mechanism for Directors and Employees to report
their concerns about unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct.
The mechanism provides for adequate safeguards to Director(s)/
Employee(s) who avail of the mechanism. In exceptional cases, Directors and Employees have
direct access to the Chairperson of the Audit Committee. The Whistle Blowing Policy is
available at https://www.astrazeneca.in/content/dam/az-in/pdf/2019/Whistle Blowing
Policy.pdf
Dividend Distribution Policy:
The Company has adopted a Dividend Distribution Policy which is annexed
as Annexure - I, which forms part of this Report.
The Dividend Distribution Policy is also available at
https://www.astrazeneca.in/content/dam/az-in/pdf/2017/Dividend%20Distribution%20Policy.pdf
Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure
- II, which forms part of this Report.
Related Party Transactions
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel and Senior Management
which may have a potential conflict with the interest of the Company at large.
The Company entered into materially significant related party
transactions with AstraZeneca UK Limited and AstraZeneca AB, Sweden for purchase, transfer
and receipt of products, goods, material, services and reimbursement on account of
transfer price or other obligations. The same is within the limits duly approved by the
members at the 43rd Annual General Meeting.
Further, the Company has taken the approval of members of the Company
at its 43rd Annual General Meeting for the transactions to be entered into by
the Company with AstraZeneca UK and AstraZeneca AB Sweden which will be valid till the
conclusion of 44th Annual General Meeting.
All related party transactions are placed before the Audit Committee
for its prior approval. Omnibus approval of the Audit Committee is obtained for
transactions which are repetitive in nature or when the need for them cannot be foreseen
in advance.
The Company has adopted a Policy for dealing with related party
transactions. The Policy as approved by the Board is available at
https://www.astrazeneca.in/content/dam/az-in/pdf/files/Policy%20
on%20Related%20Party%20TransactionsS.pdf
Details of the related party transactions as required under Section
134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, are annexed as
Annexure - III, which forms part of this Report.
Risk Management
The Company has in place a mechanism to inform the Board about the risk
assessment and minimisation procedures and periodical review is carried out to ensure that
executive management controls risks by means of a properly defined framework.
The Company has formulated a Risk Management Policy which will guide
the Risk Management Committee and the internal team to effectively manage the risks that
the business faces.
The details of Risk Management Committee and its terms of reference are
set out in the Corporate Governance Report which forms part of this report.
Corporate Social Responsibility (CSR)
The Company's trust in the power of science is sustaining and
growing, helping us transform the future of healthcare and the health of people, society
and the planet. At AstraZeneca, our purpose and our value of doing the right thing, impels
us to strive towards building healthier societies, forging partnerships to tackle major
health challenges.
Sustainability at AstraZeneca means harnessing the power of science and
innovation and our global reach to build a healthy future for people, society and the
planet.
The Company is playing it's part in tackling the biggest
challenges of our time, from climate change to access to healthcare and disease
prevention. By using a science-led approach and ensuring we act with integrity and in
accordance with our values, the Company is transforming the future of healthcare and
making a positive impact.
The Company seeks to create value beyond the impact of our lifechanging
medicines, by embedding sustainability into everything.
Our three-pronged Sustainability ambition includes:
Increasing access to life-saving treatments, promoting
prevention and strengthening global healthcare resilience and sustainability.
Accelerating the delivery of net-zero healthcare, proactively
managing our environmental impact across all activities and investing in nature and
biodiversity.
Ensuring ethical, open and inclusive behaviour across.
Access to Healthcare
The Company's flagship programme, the "Ganga Godavari
Screening Programme" persisted in its mission to identify the incidence of Cancer in
women early-on by conducting preventative screenings among underserved communities.
India has seen a significant increase in cancer cases over the years,
particularly in the case of common cancers such as oral, cervical and breast cancers. The
number of cases diagnosed in India has risen by 324% between 2017 and 2018. According to
GLOBOCAN 2020, an article published by the International Agency for Research on Cancer,
there were an estimated 19.3 million new cancer cases worldwide in 2020, which almost 10
million cancer deaths. The overall incidence of cancer was 2-3 times higher in
transitioning countries as compared to transitioned countries for both sexes.
Unfortunately, breast cancer and cervical cancer are the leading cause of cancer deaths in
women in India. The death rates for female breast and cervical cancers were also
considerably higher in transitioning countries than in transitioned countries. The global
cancer burden is further expected to rise to 28.4 million cases in 2040, a 47% increase
from 2020, which highlights the urgent need for effective cancer prevention and control
strategies in countries around the world.
Emerging out of the pandemic hit nation, we strategically chose
geographies that were still coming out of the pandemic and needed to kick-start their
access to healthcare initiatives in tandem with the support from local districts as well
as the community.
The programme focused on spreading awareness and early detection of
cancer in women especially between the age of 30-60 years. As we entered in third year of
the programme, we spread our reach to multiple regions and on-boarded two partners for the
programme i.e. Indian Cancer Society and CAPED India, to spread our work in more
communities. With due support from Ministry of Health and Family Welfare, the programme
was implemented in over 120 villages in and around Nasik, Mathura and Patna. In order to
make the programme more sustainable, we replicated our tri-party support model that could
bring in local medical support for patient reference and community-based intelligence to
catalyse field work and outreach. Indian Cancer Society and CAPED supported our mission to
detect cancer in women early by conducting specialised health camps to check for Ovarian,
Breast and Cervical cancer. We also supported women who needed further diagnosis and
treatment through a Patient Navigation Programme', in partnership with local
hospital partner such as the Ramakrishna Mission Sevashrama Charitable Hospital and Path
Sanjivani Charitable Trust in Mathura.
In all, the programme this year organised over 130 camps and touched
over 8,500 women out of which 1,100 women were found to be at risk of cancer and were
referred for further medical treatment.
This year, the Company also initiated a programme to complement the
National Cancer Grid, a Government of India initiative that links 280+ cancer centres
across India with the objective of reducing disparities in standards of care by adopting
evidence-based management guidelines. It is an attempt to ensure that low-income patients
receive high standard of care.
The Company collaborated with Tata Memorial Centre Navya to help
promote this initiative to standardise care that has been particularly beneficial in the
aftermath of the COVID-19 crisis since it has enabled cancer patients to receive remote
opinions through next- gen technology and stay out of hospital. The programme focused on
helping patients receive consultations from cancer specialists at Tata Memorial Centre and
other National Cancer Grid centres and the pilot this year helped 157 patients across
India. Depending on need, sponsored a higher ratio of women to that of men (57 vs 43) and
beneficiaries were from 17 different states and union territories with the majority coming
from Tamil Nadu, Maharashtra and Uttar Pradesh. To honour our shared objective of helping
every cancer patient get access to quality care, the Company has also extended its reach
to patients in West Bengal, where the cancer burden is extremely high.
Our global Young Health Programme' has built a legacy with
over a decade old work across multiple communities in Delhi and helped us build a strong
roadmap as we replicate the programme in newer territories. This programme founded in
partnership with John Hopkins School of Public Health and Plan International, AstraZeneca
aims at improving health outcomes of vulnerable youth, by building awareness on the
ill-effects of behaviours such as tobacco and alcohol consumption, smoking, unhealthy
lifestyle etc. that could lead to Non-communicable diseases (NCD) such as
Cancer, Diabetes, heart ailments etc., in the long run. With a unique
working model, this project is implemented by developing youth from the community itself
as Peer Educators' who not only believe in the objective of the programme but
also act as influencers in driving change within the community.
This year we completed one year of expanding our initiative in
Karnataka.
With over 15 Health Information Centres' (HICs) in Delhi
that are the focal points in identified communities helping us spread the right
information on NCD Prevention and Management from generating awareness to identifying
sustainable solutions to influence behaviour, we now have 6 HICs in unauthorised colonies
of Mahadevpura, Varthur, Yelahanka, Dasarahalli and K. R. Puram in Bengaluru running
successfully. Our primary objectives with this programme are:
To empower young people through building knowledge and capacity
on NCD prevention, enabling them to take informed decisions about their health, using peer
education and community outreach.
To increase awareness and knowledge of parents, teachers and
community leaders on NCD prevention to create a supportive and enabling environment for
young people.
To strengthen health services in the targeted area for providing
access to quality youth friendly sexual and reproductive health rights and NCD services.
To advocate with state government for strengthening
institutional systems and policy environment that supports NCD prevention and promotes the
holistic health of young people.
We are refining our strategies to work in these new communities and
have been able to capitalise on the support from local government in Karnataka including
Ministry of Health and Family Welfare, NCD Cell and national health mission teams in not
only implementing the programme but also strategically strengthening our grassroot
connections by involving community government health offices.
Some of our activities in these communities include:
Peer educator identification and training for young people, an
integral process of the programme that helps to develop a cohort of peer educators and
ambassadors to take the agenda forward in the community. The main focus of the training is
to empower them with technical knowledge on NCD risk behaviours and how they can share
this knowledge with their peers in schools and communities.
These peer educators are working as agents of change in the community
and using different platform including observation of days, Nehru Yuva Kendra Sansthan,
Rajiv Gandhi National Institute of Youth Development Health Department for raising the
voice of young people on NCD prevention.
Training/sensitisation of school teachers from government
schools on harms of alcohol & tobacco consumption, risky sexual behaviours, unhealthy
diet and physical inactivity was a crucial activity to be able to reinforce the message in
the community from all influencers. This helped in building knowledge of the teachers to
cascade the knowledge forward to young people studying in school.
Involving the community in observing important health days
helped us reiterate the message in a continuous manner. YHP team along with peer educators
organised multiple mass events and campaigns on special days to raise awareness on health
amongst young people and community members. About 12 health days were observed both
virtually and physically with the participation of over 6,000 young people. These
celebrations included medical sessions on NCD & its risk factors, drawing competition,
videos sessions, and health talk to increase the awareness and address their questions.
With an intervention in new territories, we reached about 1.3 lac
people and built large scale awareness on NCDs, its causes and impact. In lines with the
design of the programme, we also trained 560+ youth, 150+ teachers and 13 government
facilitators on the subject.
Taking the promise of care forward with an underlying objective of
adherence to treatment, AstraZeneca India, in partnership with Make-A-Wish Foundation,
pledged to fulfill the wishes of approximately 550 critically ill children across the
country while upholding the goal of treatment adherence, advancing its commitment to care.
During conversations with several healthcare professionals treating children, it has been
demonstrated that granting a child's wish made a positive difference in their
treatment journey. This serves as a crucial complement to medical care and experts have
noticed that patients feel better and are more likely to adhere to treatment protocols
when their wishes are fulfilled.
We backed a series of 11 events, either virtually or in-person, across
Bengaluru, New Delhi, Mumbai, Kolkata, Vellore, Chennai, Hyderabad and Ahmedabad, in an
effort to connect with as many children between the ages of 3 to 18 as possible and create
joyous memories.
Environment Protection:
The Company recognises the connection between healthy people and a
healthy planet and are using a science-based approach to proactively manage our
environmental impact. The Company is actively investing in biodiversity and nature
conservation, as we strive towards achieving our Zero Carbon ambition. The Company's
AZ Forest programme has already made significant strides, with over 10.5 million trees
planted globally since 2020. Through the AZ Forest initiative, AstraZeneca is
collaborating with local governments and non-profit organisations to restore forests and
promote biodiversity by planting trees worldwide. In India, AstraZeneca associated with
SankalpTaru Foundation and committed to plant and maintain geo-tagged trees. This
innovative approach includes individual tracking of each plant, enabling us to monitor and
manage their growth remotely.
The Corporate Social Responsibility Policy is available at https://
www.astrazeneca.in/content/dam/az-in/pdf/files/Corporate%20
Social%20Responsibility%20PolicyS.pdf
The Annual Report on CSR activities in terms of the requirements of
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -
IV, which forms part of this Report.
Annual Return of the Company
In terms of the requirements of Section 92(3) of the Act read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is
available at www.astrazeneca.com/india.
Details of remuneration of Directors/Key Managerial Personnel
The information relating to remuneration of Directors/Key Managerial
Personnel as required under Section 197(12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Act, is annexed
as Annexure - V, which forms part of this Report.
Particulars of Employees
The statement under Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure - VI, which
forms part of this Report.
However, the said Annexure shall be provided to Members on a specific
request made in writing to the Company. The said information is open for inspection and
any member interested in obtaining the copy of the same may write to the Company
Secretary.
Management Discussion and Analysis Report
Management Discussion and Analysis Report as required under the Listing
Regulations is annexed as Annexure - VII, which forms part of this Report.
Corporate Governance
A detailed report on corporate governance as required under the Listing
Regulations is annexed as Annexure - VIII, which forms part of this Report. Certificate of
the Practising Company Secretary regarding compliance with the conditions stipulated in
the Listing Regulations forms part of the Report on Corporate Governance.
Reporting of Frauds
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or the Board, as
required under Section 143(12) of the Act and Rules framed thereunder.
Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not granted any Loan,
Guarantee or made Investments within the meaning of Section 186 of the Companies Act,
2013.
Significant and material orders passed by the Regulators or Courts or
Tribunals
During the year under review, there was no significant and material
orders passed by the Regulators or Courts or Tribunals impacting the going concern status
of the Company.
Committees
Pursuant to Section 178 of the Companies Act, 2013 and the rules made
thereunder, the Board of Directors at its meeting held on May 30, 2014, had constituted
the Nomination & Remuneration Committee and the Stakeholders' Relationship
Committee.
Pursuant to Section 135 of the Companies Act, 2013 and the rules made
thereunder, the Board of Directors at its meeting held on August 12, 2014 had constituted
the Corporate Social Responsibility Committee. Further, pursuant to Regulation 21 of the
Listing Regulations, the Board of Directors at its meeting held on February 6, 2019 had
constituted the Risk Management Committee. Details of these Committees including the Audit
Committee are furnished in the Corporate Governance Report.
Directors and Key Managerial Personnel
The Companies Act, 2013 provides for appointment of Independent
Directors, who shall hold office for a term of up to 5 consecutive years on the Board of
the Company and shall be eligible for re-appointment on passing of a special resolution by
the Company. Further, the provisions of retirement by rotation as envisaged under Section
152 of the Companies Act, 2013, shall not apply to such Independent Directors. The
Independent Directors of the Company Mr. Narayan K. Seshadri, Ms. Revathy Ashok and Ms.
Shilpa Shridhar Divekar, have furnished the required declaration under the provisions of
Section 149 of the Companies Act, 2013, affirming that they meet the criteria of
independence.
Changes to the Board of Directors
Pursuant to Section 152 of the Companies Act, 2013, Ms. Weiying Sarah
Wang (Non-Executive Director), will retire by rotation at the ensuing Annual General
Meeting and being eligible, offer herself for re-appointment. A resolution in this behalf
is set out at Item No. 3 of the Notice of the Annual General Meeting.
During the year, Mr. Gagandeep Singh Bedi resigned from the office of
Managing Director and also as Director of the Company with effect from the closing of
business hours on December 31,2022, consequent to transfer to a new position within
AstraZeneca Group.
Based on the recommendations of the Nomination & Remuneration
Committee, Mr. Rajesh Marwaha was re-appointed as the Whole-Time Director of the Company
with effect from December 2, 2022 for a period of three years and Mr. Sanjeev Kumar
Panchal was appointed as the Managing Director of the Company with effect from January
1,2023 for a period of three years.
Pursuant to the provisions of Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on
General Meetings, brief resume and other disclosures relating to the Director who is
proposed to be re-appointed are given in the Annexure to the Notice of the 44th
Annual General Meeting.
The details of familiarisation programme and annual board evaluation
process for Directors have been provided in the Corporate Governance Report.
As on date, Mr. Sanjeev Kumar Panchal, Managing Director,
Mr. Rajesh Marwaha, Chief Financial Officer & Director and Ms.
Manasa. R, Company Secretary, are the Key Managerial Personnel of the Company.
Auditors
Statutory Auditor:
At the Annual General Meeting held on August 9, 2021, the present
statutory auditors, M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm
Registration No. 304026E/E-300009), were re-appointed as statutory auditors of the Company
for a period of 5 years viz. till the conclusion of 47th Annual General
Meeting.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and amendments made thereto, the Company engaged the services of Mr. Vijayakrishna
K.T., Practising Company Secretary to conduct the Secretarial Audit of the Company for the
financial year ended March 31,2023. The Secretarial Audit Report in Form MR-3 is annexed
as Annexure - IX, which forms part of this Report.
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
Cost Auditors:
The Board of Directors of the Company, based on recommendation of the
Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants,
Bengaluru, (holding Registration No. 000065), as Cost Auditor of the Company, for
conducting the Cost Audit for the Financial Year 2023-24, on a remuneration as mentioned
in the Notice convening the 44th Annual General Meeting.
A certificate from M/s. Rao, Murthy & Associates, Cost Accountants,
has been received to the effect that their appointment as Cost Auditor of the Company is
in accordance with the limits specified under Section 141 of the Act and Rules framed
thereunder.
Cost Audit Report for the year 2021-22 was filed with the Ministry of
Corporate Affairs on September 7, 2022.
The Company maintains the cost records as specified by the Central
Government under Section 148 (1) of the Act.
Acknowledgements
Your Directors take this opportunity to thank AstraZeneca
Pharmaceuticals AB, Sweden and AstraZeneca PLC, UK for their valuable guidance and strong
support to the Company's operations during the year.
Your Directors would also like to thank the Central and the State
Governments, other Statutory and Regulatory Authorities, the Company's Bankers, the
Medical Profession and Trade, Vendors & Business Associates and the Members for their
continued valuable support to the Company's operations.
Your Directors place on record their sincere appreciation of the
significant contribution and continued support of the employees at all levels to the
Company's operations during the year.
|
On behalf of the Board of Directors |
Place: Bengaluru |
Narayan K. Seshadri |
Date: May 30, 2023 |
Chairman |
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