The Board of Directors are delighted to present the Twenty-fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.
FINANCIAL RESULTS AND HIGHLIGHTS
A summary of your Company's financial results for the Financial Year 2023-24 is as under:
|
Particulars
|
Year ended March 31, 2024
|
|
Year ended March 31,2023
|
|
Consolidated
|
|
|
|
Total Revenue
|
2,881
|
|
2,773
|
|
Profit before Depreciation and Amortisation, Finance Cost and Tax
|
122
|
|
223
|
|
Loss before Exceptional Items and Tax
|
(406)
|
|
(330)
|
|
Loss before Tax
|
(420)
|
|
(624)
|
|
Tax expense - Credit
|
(52)
|
|
3
|
|
Loss after Tax for the year before other Comprehensive Income
|
(472)
|
|
(621)
|
|
Other Comprehensive Income/ (Loss)
|
6
|
|
78
|
|
Total Comprehensive Income/ (Loss)
|
(466)
|
|
(543)
|
|
Standalone
|
|
|
|
Total Revenue
|
1,195
|
|
1,139
|
|
Profit before Depreciation and Amortisation, Finance Cost and Tax
|
84
|
|
137
|
|
Loss before Exception Items and Tax
|
(408)
|
|
(278)
|
|
Loss before Tax
|
(422)
|
|
(513)
|
|
Tax expense - Credit
|
-
|
|
47
|
|
Loss after Tax for the year before other Comprehensive Income
|
(422)
|
|
(466)
|
|
Other Comprehensive Income/ (Loss)
|
(1)
|
|
4
|
|
Total Comprehensive Income / (Loss)
|
(423)
|
|
(462)
|
The Consolidated Total Revenue of the Company for the Financial Year ended March 31,2024 stood at ? 2,881 Crore as compared to ? 2,773 Crore in the previous year. Earnings before Interest, Tax, Depreciation and Amortization ('EBITDA') for the Financial Year ended March 31,2024 is ? 122 Crore vis-a-vis ? 223 Crore during the previous year. The Total Comprehensive Income/ (Loss) for the year stood at ? (466) Crore vis-a-vis total Comprehensive Income/ (Loss) of ? (543) Crore in the previous year.
On a standalone basis, the Company registered Total Revenue of ? 1,195 Crore as compared to ? 1,139 Crore in the previous year. Total Comprehensive Income/ (Loss) for the year stood at ? (423) Crore vis-a-vis ? (462) Crore in the previous year.
STATE OF COMPANY'S AFFAIRS
The Financial Year 2023-24 has seen some significant developments for your Company, including the following:
1) Robust Business Performance: The Company's International operations comprising of United Kingdom ('UK') and Europe ('EU') and rest of the world operations recorded double digit growth rate while the India operations grew at single digit. This growth is driven by healthy volumes across business channels and favorable market opportunities across multiple geographies.
2) Successful completion of pivotal Phase 3 pneumonia study of its macrolide antibiotic Nafithromycin WCK 4873:
Wockhardt NCE, WCK 4873 named as Nafithromycin was comparatively evaluated in multi-centre double blind Phase 3 pneumonia study employing the last-line respiratory antibiotic Moxifloxacin. The results of the study showed that an ultrashort course of three-day treatment with Nafithromycin is as effective as seven-day therapy with Moxifloxacin.
The find ings of Phase 3 study are in line with Phase 2 study conducted in the US and EU. A human lung penetration study conducted in the US revealed that Nafithromycin possesses a remarkable feature of sustained high lung concentration built-up over five days following just three days of dosing. Human Lung exposure of Nafithromycin is 8 times higher than Azithromycin and potency being 10-100 times higher for certain respiratory pathogens. In Phase 3 study, three-day treatment with Nafithromycin resulted in clinical cure for 96.7% of patients as against clinical cure rate of 94.5% in Moxifloxacin arm. The Phase 3 study outcome establishes broadspectrum efficacy of Nafithromycin against Grampositive respiratory pathogens, fastidious Gramnegative pathogens as well as therapeutically challenging intracellular atypical pathogens such as Mycoplasma pneumoniae, which were recently implicated for the surge of hospitalisations in China due to pneumonia. A significant proportion of study patients were infected with pathogens showing resistance to Azithromycin, Amoxycillin clavulanic acid and Levofloxacin. The role of Nafithromycin in managing such patients would be of heightened interest to clinicians. Importantly, the study also establishes that Nafithromycin represents a first ever macrolide in 30 years which has successfully completed clinical development for the indication of community acquired bacterial pneumonia.
3) A leading European Journal reported Renal Transplant Patient's unique Clinical Case of Successful use of Zidebactam/Cefepime (WCK 5222, ZaynichTM) to Treat Skull Bone Infection & Pneumonia caused by Extreme-drug Resistant Pseudomonas: A recent publication highlights the multidimensional nature of antimicrobial resistance challenges in India and the need for novel versatile antibiotics to tackle growing number of multi-drug resistant infections. A publication which recently appeared in a peer reviewed journal, European Journal of Clinical Microbiology & Infectious Diseases (EJCMID) describes an exceptionally complex case of sino-pulmonary infection and skull base osteomyelitis in a renal transplant patient caused by an extreme-drug-resistant Gram-negative bacterial pathogen, Pseudomonas. As all the available antibiotics failed to treat the infection, the patient was successfully treated with Zidebactam/Cefepime (WCK 5222, ZaynichTM) under compassionate grounds following due approval from Drugs Controller General of India.
4) Successful completion of QIP of ' 480 Crore: During the year under review, your Company successfully completed fund raising through Qualified Institutional Placement ('QIP') route aggregating to an amount of ' 480 Crore. The funds raised will be utilized largely to meet its Clinical R&D program and secondly to deleverage the balance sheet.
Amidst the challenging market dynamics, your company was focused on deployment of funds and setting its investments priorities to ensure maximum return. Secondly, it dedicated focus on the expense side with cost containment measures. Significant efforts to identify new revenue streams and enhance profitability and cash flow also translated into new partnerships into international geographies.
Updates on Research & Development:
Your company continues to focus on advancing the clinical development of novel antibiotics emerging from our Discovery Program to address the challenges posed by infections caused by multi-drug and extreme-drug resistant pathogens. The Company's pipeline antibiotics are adorned with features to cater the unmet need in all the four clinical settings; ICUs, wards, out-patient parenteral antimicrobial therapy and community infections. These antibiotics are well-differentiated in terms of mode of action and specific advantages they would offer compared to other antibiotics being developed elsewhere.
As resistant bacterial strains proliferate worldwide and new resistance mechanisms emerge, conventional antibiotics demonstrate diminished effectiveness, particularly in patients with underlying conditions such as cancer, organ transplant, and immune suppression. Consequently, the progress achieved in modern clinical science to manage these conditions is undermined, as untreatable infections caused by highly resistant bugs become a stumbling block in offering/ continuing advanced medical therapies to manage cancer and transplant patients as infections become dominant cause of mortality and morbidity among these patients. Your Company is dedicated to improving the quality of care for these highly vulnerable patients through its diverse portfolio of novel antibiotics in development.
Current status of Qualified Infectious Disease Product (QIDP) category NCEs: Spurring Clinical development of NCEs in different territories:
WCK 5222: A Phase 3 clinical trial on adult patients with complicated urinary tract infections has been progressing well. Presently, 392 patients (about 70% of the targeted enrollment) have been randomized in to the study and completed the treatment with study drugs without any show-stopper incidence of serious adverse effects. Meanwhile, under the compassionate use, Indian drug regulator CDSCO approved the use of WCK 5222 for the patients infected with extreme-drug-resistant (XDR) pathogens who did not respond to available last-line antibiotics. Until now, 30 such patients (most critically-ill) from 24 large quaternary-care hospitals across India suffering from recalcitrant life-threatening infections such as hospital-acquired/ventilator-associated pneumonia, empyema (collection of pus in pleural cavity), bloodstream infections, urosepsis, intra-abdominal infections,
necrotizing fasciitis (flesh-eating bacterial infection), and osteomyelitis caused by variety of XDR Gram-negative pathogens were successfully treated with WCK 5222. Several independent experts in the field continue to work on WCK 5222 and publish their findings in top-rated journals. Very recently, two studies which were conducted in collaboration with experts from Albany College of Pharmacy and Health Sciences, U.S., Erasmus MC, University Medical Center, The Netherlands and Christian Medical College, Vellore, India have been presented in a European conference ('ECCMID') held in Barcelona, Spain.
WCK 4282: To expedite the access of WCK 4282 globally, a combined Phase 2 and Phase 3 clinical trial is slated to begin in June, 2024. This data would potentially facilitate the registration of WCK 4282 in emerging market / ROW. The study would involve 324 patients and WCK 4282 will be compared with meropenem to establish its carbapenem-sparing therapeutic role in treating multi-drug-resistant infections. A study conducted on WCK 4282 by Erasmus MC, University Medical Center, The Netherlands has been published in a high-impact journal from UK.
WCK 4873: The recruitment of required target numbers of patients for Phase 3 study has been successfully completed. New Drug Application ('NDA') has been filed on April 10, 2024 and potential marketing authorization is expected in Q3 2024.
WCK 771 & WCK 2349: Since their launch, both Emrok (WCK 771) & Emrok O (WCK 2349) have been gaining wider clinical acceptability by virtue of their safety and multi-indication effectiveness with more than 65,000 patients already treated with these novel drugs. To further expand the treatment scope of Emrok & Emrok O, four new clinical studies have been successfully completed in the challenging indications of bloodstream infections, bone and joint infections, community-acquired bacterial pneumonia and infections in immunosuppressed patients.
WCK 6777: The dosing of the volunteers participated in a Phase 1 study supported by National Institutes of Health ('NIH'), USA was recently completed with good safety profile. With this milestone attained, WCK 6777 could now progress to Phase 2 and Phase 3 studies. Globally, WCK 6777 is the only novel antibiotic being developed as out-patient parenteral antimicrobial therapy ('OPAT') as once-a-day regimen for the treatment of Gram-negative bacterial infections.
New NCE/ Patents:
Your Company has strong focus in developing intellectual property and filed 24 patents during the year under review. During the year 30 patents were granted of which 28 patents were for NCEs. As on March 31, 2024, combined pool of Company's patent has reached 3,263 filings and 840 grants.
Biotechnology Research:
Development of Biosimilars and Biobetters is our Biotech R&D team's primary focus area. Biotechnology is viewed by global experts as the pharmaceutical technology of the future, and we have a very strong commitment to this field. Our highly accomplished multidisciplinary team of committed biotechnologists, biochemists, biophysicists, biochemical and chemical engineers as well as protein chemists is poised to develop biological drugs to address unmet clinical needs.
Biotechnology R&D team of the Company has succeeded in developing and commercializing Recombinant Hepatitis-B Vaccine (Biovac-B), Recombinant Human Erythropoietin ('WEPOX'), Recombinant Human Insulin ('WOSULIN'), Recombinant Insulin Glargine ('GLARITUS'), which have all been well received in the market.
Your Company has a robust pipeline of recombinant therapeutic proteins for major healthcare needs. The overall focus is development and commercialization of anti-diabetic Biosimilar products. Further, there are other biotech products at different stages of development which comprise of Recombinant Insulin Analogues, Recombinant Darbepoetin, GLP-1 Agonists etc. E.coli based platform technology for Insulin has also started displaying its potential. These technologies offer opportunities with a surmountable challenge to replicate the same for other Insulin Analogues.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the year under review are prepared in compliance with applicable provisions of the Companies Act, 2013 ('the Act') read with the Rules issued thereunder, applicable Accounting Standards and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations').
A copy of the Financial Statements of the Subsidiaries shall be made available for inspection at the Registered Office of the Company during business hours. The Audited Financial Statements of the Company including Consolidated Financial Statements and Financial Statements of its Subsidiaries are also available on the website of the Company. Any Shareholder interested in obtaining a copy of the separate Financial Statements of the Subsidiary(ies) can make specific request in writing to the Company Secretary and the same will be furnished on request.
Your Compa ny discloses Consolidated and Standalone Financial Results on a Quarterly basis which are subjected to Limited Review and publishes Consolidated and Standalone Audited Financial statements on an Annual basis. There were no revisions made to the Financial Statements during the year under review.
DIVIDEND AND RESERVES
The Board of Directors of your Company does not recommend any dividend on the Equity Shares of the Company for the year ended March 31, 2024; and no amount has been transferred to the General Reserve of the Company.
DIVIDEND DISTRIBUTION POLICY
Dividend Distribution Policy of your Company aims at striking the right balance between the quantum of dividend paid to its Shareholders and the amount of profits retained for its business requirements, present and future. The Policy intends to broadly specify various external and internal factors that shall be considered while declaring dividend, the circumstances under which the Shareholders of the Company may or may not expect dividend, the financial parameters that shall be considered while declaring dividend and the parameters that shall be adopted with regard to various classes of shares.
The Policy is available on the website of the Company, at https://www.wockhardt.com/wp-content/uploads/2020/05/dividend-distribution-policy.pdf.
CAPITAL AND DEBT STRUCTURE
During the year under review, the Company had allotted 27,450 Equity Shares of ? 5 each against exercise of stock options granted under Wockhardt Employees' Stock Option Scheme - 2011 ('the Scheme').
Further, during the year under review, pursuant to Qualified Institutions Placement ('QIP'/ the 'Issue') of Equity Shares of the Company, your Company has also issued and allotted 9,285,163 Equity Shares of the face value of ? 5 each at a price of ? 517 per Equity Share, (including share premium of ? 512 per Equity Share), which reflects a discount of ? 27.02 per Equity Share (equivalent to 4.97%) on the floor price of ? 544.02 aggregating to ? 4,800,429,271. The Issue opened on March 20, 2024 and was closed on March 26, 2024. The Company received the approval from Stock Exchanges for listing and trading of Equity Shares on March 27, 2024. Consequent to the above allotment of Equity Shares pursuant to exercise of ESOP and the QIP, the issued, subscribed and paid-up Equity Share Capital of the Company stands increased from ? 720,441,615 (divided into 144,088,323 Equity Shares of face value of ? 5 each) as on March 31, 2023 to ? 767,004,680 (divided into 153,400,936 Equity Shares of the face value of ? 5 each), as on March 31, 2024. The Equity Shares issued under the ESOP Scheme and pursuant to the QIP ranked pari-passu with the existing Equity Shares of the Company.
Other than the above, there were no other issue/ allotment of Equity Shares, securities convertible into Equity Shares or Debentures during the year under review. The Company does not have any scheme to fund its employees to purchase the Shares of the Company. Further, no Shares have been issued to employees of the Company except under the Scheme mentioned above. The Company has not issued any Shares having differential rights.
During the previous year, the Company had partly redeemed its outstanding Debentures as per terms of its issue. The details of Non-Convertible Debentures ('NCDs') outstanding as on March 31, 2024 were as under:
|
Date of
Allotment/
Disbursement
|
No. of NCDs Issued
|
Issue Price
|
Maturity Date
|
Amount
Raised
|
Amount
Repaid
|
Face value after part payment
|
Amount
Outstanding
|
|
28/04/2021
|
7,500
|
? 100,000 each
|
36 months from the date of Allotment
|
? 75 Crore
|
? 49.5 Crore
|
? 34,000 each
|
? 25.5 Crore
|
|
12/05/2021
|
7,500
|
? 100,000 each
|
36 months from the date of Allotment
|
? 75 Crore
|
? 49.5 Crore
|
? 34,000 each
|
? 25.5 Crore
|
|
28/05/2021
|
5,000
|
? 100,000 each
|
36 months from the date of Allotment
|
? 50 Crore
|
? 33 Crore
|
? 34,000 each
|
? 17 Crore
|
|
21/10/2021
|
5,000
|
? 100,000 each
|
36 months from the date of Allotment
|
? 50 Crore
|
? 21.5 Crore
|
? 57,000 each
|
? 28.5 Crore
|
|
Note: Catalyst Trusteeship Limited is acting as the Trustee for all the aforesaid NCDs.
|
As on March 31,2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.
During the year under review, there were no instance where the Company failed to implement any corporate action within the specified time limit.
CREDIT RATINGS
The details of credit ratings obtained by the Company are given in the Report on Corporate Governance forming part of this Annual Report.
EMPLOYEE STOCK OPTION SCHEME
Pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) ('SEBI SBEB Regulations') and other applicable laws, if any, the required disclosures as on March 31, 2024 are annexed as Annexure I to this Report. The certificate from the Secretarial Auditor on the implementation of the Scheme in accordance with the SEBI SBEB Regulations, has been uploaded on the website of the Company at https://www.wockhardt.com/wp-content/uploads/2024/05/esos-certificate-signed.pdf is also enclosed to this report.
During the year under review, there were no changes in the Employee Stock Option Scheme and the same is in compliance with the SEBI SBEB Regulations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Amelia Fernandes (DIN: 08821072) was appointed as an Additional Director of the Company with effect from July 18, 2023 and in the Annual General Meeting ('AGM') held on August 14, 2023, she was appointed as an Independent Director of the Company to hold office for a term of 5 (Five) years upto July 17, 2028.
Dr. Huzaifa Khorakiwala and Dr. Murtaza Khorakiwala were re-appointed for a term of 5 (Five) years with effect from March 31, 2024 as an Executive Director and as a Managing Director respectively at the AGM held on August 14, 2023.
Further, on March 31,2024, Dr. Sanjaya Baru (DIN: 05344208), Mr. D. S. Brar (DIN: 00068502) and Mr. Aman Mehta (DIN: 00009364) completed their second term of 5 (Five) consecutive years as Independent Directors of the Company and thereby ceased to be Independent Directors of the Company in compliance of Section 149(10) and Section 149(11) of the Act.
During the year under review, Mr. Debashis Dey, Company Secretary and Compliance Officer of the Company, resigned from his position with effect from August 18, 2023. Consequently, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 14, 2023 appointed Ms. Rashmi Mamtura as the Company Secretary and Compliance Officer, and Key Managerial Personnel of the Company with effect from August 19, 2023.
The Board places on record its appreciation for the valuable contributions during the tenure of Dr. Sanjaya Baru, Mr. D. S. Brar and Mr. Aman Mehta as the Independent Directors of the Company, and Mr. Debashis Dey as the Company Secretary and Compliance Officer of the Company.
In terms of the provision of Section 152 of the Act, Dr. Huzaifa Khorakiwala (DIN: 02191870), Executive Director retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The Board recommends the proposal of his re-appointment for the approval of the Members of the Company at the forthcoming AGM.
All the Independent Directors have furnished 'Declaration of Independence' stating that they meet the criteria of independence as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Independent Directors have also affirmed that they have complied with the Company's Code of Business Conduct & Ethics and Code for Independent Directors prescribed in Schedule IV to the Act.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold high standard of integrity.
Further, in terms of7 Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have also submitted declaration that they have registered themselves on the online data bank of the Indian Institute of Corporate Affairs ('IICA') and if not exempt, have undertaken online proficiency selfassessment test, as may be applicable, within the time prescribed by the IICA.
None of the Directors are disqualified under Section 164 of the Act. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.
In accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Murtaza Khorakiwala, Managing Director, Mr. Deepak Madnani, Chief Financial Officer and Ms. Rashmi Mamtura, Company Secretary & Compliance Officer are the Key Managerial Personnel ('KMP') of your Company.
MEETINGS OF THE BOARD
During the year under review, 5 (Five) meetings of the Board of Directors were held. The details of these meetings are given in the Report on Corporate Governance forming part of this Annual Report.
The maximum interval between any two Board meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Act, the Directors state that:
(a) in the preparation of Annual Accounts for the year ended March 31,2024 the applicable Accounting Standards have been followed and that no material departures have been made from the same;
(b) such Accounting Policies as mentioned in the notes to the Financial Statements for the year ended March 31,2024 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for the year ended March 31, 2024;
(c) proper and sufficient care has been taken 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) the Annual Accounts for the year ended March 31, 2024 have been prepared on a going concern basis;
(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and
(f) proper systems to ensure compliance with the provisions of all the applicable laws have been devised and that such systems are adequate and operating effectively.
PERFORMANCE EVALUATION
The Board, on the recommendation of the Nomination and Remuneration Committee have laid down criteria for performance evaluation of the Board of Directors including Independent Directors. Pursuant to the requirement of the Act the SEBI Listing Regulations and considering criteria specified in the SEBI Guidance Note on Board Evaluation, the Board has carried out the Annual Performance Evaluation of the entire Board, Committees and all the Directors based on the parameters as detailed in the Report on Corporate Governance forming part of this Annual Report. The parameters of performance evaluation were circulated to the Directors in the form of questionnaire.
The performance evaluation of the Non-Independent Directors including the Chairman of the Company and performance of the Board as a whole was discussed at the separate meeting of the Independent Directors held on March 20, 2024.
COMMITTEES OF THE BOARD
The Board of Directors has constituted the following Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
f) ESOS Compensation Committee
g) Finance and Management Committee
h) Capital Raising Committee
i) Share Allotment Committee
The details of the Committees of the Board along with their composition, number of meetings etc. are provided in the Report on Corporate Governance forming part of this Annual Report.
There have been no instances where the Board did not accept the recommendations of its Committees.
AUDITORS AND REPORTS OF THE AUDITORS
A. STATUTORY AUDITOR
M/s. B S R & Co. LLP, Chartered Accountants (Firm's Registration No. 101248W/W-100022), were appointed as the Statutory Auditors of the Company at the Twentieth AGM of the Company held on August 14, 2019 for a term of 5 (Five) years i.e. till the conclusion of ensuing Twenty Fifth AGM (to be held for the Financial Year 2023-24) on such terms and remuneration as agreed upon between the Audit Committee/Board of Directors and the Auditors.
Pursuant to the recommendation of the Audit Committee the Board has approved the appointment of M/s. M S K C & Associates, Chartered Accountants (ICAI Firm Registration No.: 001595S, Peer Review Certificate No. 051832 valid till September 30, 2026) as Statutory Auditors of the Company in place of M/s. B S R & Co. LLP for the period of 5 (Five) years till Thirtieth Annual General Meeting (to be held for the Financial Year 2028-29). Accordingly, a resolution for the said appointment shall be placed for approval of Members of the Company at the ensuing AGM.
The reports of the Statutory Auditors on the Standalone and Consolidated Financial Statements forms part of this Annual Report. The Auditors Report does not contain any qualification, reservation and adverse remark. There were no instances of fraud reported by the Auditors during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the Rules framed thereunder.
B. COST AUDITORS
During the year under review, the Company has maintained Cost Records pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time and as recommended by the Audit Committee, the Board of Directors of the Company has appointed M/s. Kirit Mehta & Co., Cost Accountants as Cost Auditors to conduct the audit of Cost Record of the Company for the Financial Year 2024-25. The Company has received consent from M/s. Kirit Mehta & Co. to act as Cost Auditors. Further, pursuant to the aforesaid provisions of the Act the remuneration payable to M/s. Kirit Mehta & Co. for conducting the audit of the Cost Records of the Company for the Financial Year ending on March 31,2025 needs to be ratified by the Members of the Company and accordingly a resolution for the said ratification shall be placed for approval of Members of the Company at the ensuing AGM.
The Cost Auditors' Report for the Financial Year ended March 31, 2024 did not contain any qualification, reservation or adverse remark, and the same was duly filed with the Ministry of Corporate Affairs within the due date during the year under review.
Further, there 'were n o instances of fraud reported by the Cost Auditors during the year under review, which required the Cost Auditorsto report to theAudit Committee and/or Board.
C. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board on the recommendation of the Audit Committee, has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary Certificate of Practice No. 124 as Secretarial Auditors to conduct Secretarial Audit of the Company for the year ended March 31,2024. The Secretarial Audit Report issued in the Form MR-3 by Mr. Bhatt is self-explanatory and is annexed as Annexure II to this Report.
Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained the Annual Secretarial Compliance Report for the year under review from a Mr. Virendra G. Bhatt, Practicing Company Secretary and submitted the same to the Stock Exchanges where the shares of the Company are listed.
Further, the Secretarial Auditors' Report for the Financial Year ended March 31, 2024 did not contain any qualification, reservation or adverse remark and there were no instances of fraud reported by the Secretarial Auditors during the year under review.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, in terms of Section 118(10) of the Act, your Company has complied with all the mandated Secretarial Standards issued by the Institute of Company Secretaries of India.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website and can be accessed using the link https://www.wockhardt.com/investors/annual-return/.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, CSR Policy as recommended by the CSR Committee and adopted by the Board is uploaded on the website of the Company and can be accessed using the web-link https://www.wockhardt.com/wp-content/uploads/2020/05/csr-policy.pdf.
The Average Net Profit of the Company for the immediately preceding 3 Financial Years calculated as per Section 198 of the Act was negative. Hence, no amount was required to be spent on CSR activities during the Financial Year 2023-24. The details on CSR activities as required under the Act and the relevant rules as amended from time to time, is annexed as Annexure III to this Report.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management.
The appointment of a Director is made pursuant to the recommendation of Nomination and Remuneration Committee ('NRC'). The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances, and follows applicable requirements as prescribed under the Act. Approval of Shareholders for payment of remuneration to such Executive Directors is sought, from time to time.
The remuneration of Non-Executive Directors comprises of sitting fees & commission, if any, in accordance with the provisions of the Act and reimbursement of expenses incurred in connection with attending the Board meetings, Committee meetings, General meetings in relation to the business of the Company. During the year under review, the Company has not paid any commission to the Non-Executive Directors.
A brief of the Remuneration Policy on the appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on the Corporate Governance forming part of this Annual Report. Further, the Policy is available on the website of the Company and the web link thereto is https://www.wockhardt.com/wp-content/uploads/2020/05/wl-remuneration-policy.pdf.
NRC has also formulated criteria for determining qualifications, positive attributes and independence of a Director and the same have been provided in the Report on Corporate Governance forming part of this Annual Report.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Your Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well defined policies, guidelines, Standard Operating Procedures ('SOPs'), authorization and approval procedures and technology intensive processes. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.
Your Company continues with its past practice of a co-sourced model for Internal Audit. The Company's internal audit team is assisted by M/s. Ernst and Young, who carry out internal audit reviews in accordance with the approved Internal Audit Plan. The Internal Audit team reviews the status of implementation of internal audit recommendations. Summary of critical observations, if any and recommendations under implementation are reported to the Audit Committee.
During the year under review, M/s. Ernst and Young has reviewed the self-assessment tool on the adequacy of Internal Financial Control ('IFC') process of the Company in accordance with the requirement of the Act. There were no material adverse observations noted in this review.
RISK MANAGEMENT
The Board had constituted a Risk Management Committee comprising of Dr. Habil Khorakiwala as Chairman, Mr. D.S. Brar, Independent Director and Dr. Murtaza Khorakiwala, Managing Director as its members. The Risk Management Committee was re-constituted effective from April 1, 2024, whereby Mr. Akhilesh Gupta, Independent Director was inducted as member of the Committee as Mr. D. S. Brar, Independent Director completed his tenure as an Independent Director of the Company on March 31, 2024. Further, during the year under review the Committee met twice and the details of these meetings are given in the Report on Corporate Governance forming part of this Annual Report.
Enterprise Risk Management ('ERM') framework encompasses practices relating to the identification, analysis, evaluation, mitigation and monitoring of the strategic, external and operational controls risks in achieving key business objectives. Your Company identifies and tries to mitigate risks that matter on an ongoing basis. Risk Management Policy approved by the Board is in place. Risk management is embedded in strategic business decision-making of the Company.
The current key risk relates to regulatory risk on overseas operations and business. This is arising out of periodic regulatory audits at the Company's manufacturing locations, which are being adequately addressed through strengthening of the current processes and controls by the Company's internal quality assurance and manufacturing teams and through the help of reputed external consultants. There are no risks, which in the opinion of the Board, threaten the existence of your Company. Other details about Risk Management have also been elaborated in the Report on Corporate Governance forming part of this Annual Report.
QUALITY AT WOCKHARDT LIMITED
Your Company is deeply committed to quality, ensuring it is the top priority across all levels and functions. This commitment is reflected through continuous training to develop skilled personnel, comprehensive metrics to track improvements, and a strong emphasis on execution excellence. Quality is embedded in all processes from design to delivery, with a focus on continual improvement driven by feedback mechanisms. Your Company maintains a customer-centric approach, aiming to meet both internal and external customer requirements with precision, while proactive quality management and robust corrective actions address any non-conformances. The Company adapts dynamically to emerging global regulations, integrating innovative technologies to enhance operational efficiency and maintain compliance with GMP standards. Senior leadership ensures strategic alignment and provides sufficient resources to foster a quality-focused culture. In response to regulatory challenges such as those from the USFDA, Your Company has strengthened its Quality Systems by emphasizing data integrity, adopting automation, enhancing quality risk management, harmonizing procedures across sites, and maintaining transparent communications with regulatory authorities. This comprehensive Quality Policy is continually reviewed to meet the evolving standards of excellence in the pharmaceutical industry.
The details of the Quality Management System and Key Quality Principles are provided in Annexure IV to this Report.
INSURANCE
All properties and insurable interests of the Company including buildings, plant & machinery and stocks have been adequately insured.
GREEN INITIATIVE
Your Company regularly undertakes green initiatives to preserve the environment, which includes energy saving, water conservation and usage of electronic mode in internal processes & control, statutory and other requirements. Members, who have not already done so, are requested to register their e-mail IDs with the Depositories/ RTA/ Company, as the case may be, for receiving all communication from the Company electronically.
POLICIES
For better conduct of operations and in compliance with regulatory requirements, your Company has framed and adopted certain policies. In addition to the Company's Code of Business Conduct and Ethics, key policies/codes that have been adopted by the Company are as follows:
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Name of the Policy/ Code
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Brief Description
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Web Link
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Policy for determining Materiality of Events
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This Policy aims to determine Materiality of events/ information.
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https://www.wockhardt.com/wp-content/
uploads/2024/02/policy-determining-
materiality-of-events.pdf
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Archival Policy
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The Policy deals with archival of the Company's documents which have been disclosed on the website of the Company.
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https://www.wockhardt.com/wp-content/
uploads/2020/05/archival-policy.pdf
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Policy for determining Material Subsidiaries
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The Policy determines the material subsidiaries of the Company and to provide the governance framework for them.
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https://www.wockhardt.com/wp-content/
uploads/2022/08/pms-31122.pdf
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Policy on Materiality of and Dealing with Related Party Transactions
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The Policy determines materiality of and regulates all transactions between the Company and its' related parties.
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https://www.wockhardt.com/wp-content/
uploads/2022/08/prt-31122.pdf
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Vigil Mechanism / Whistle Blower Policy
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The Company has adopted the Vigil Mechanism for Directors and Employees of the Company to report concerns or grievances about unethical behaviour, actual or suspected fraud, or violation of the Company's code of conduct or Ethics Policy.
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www.wockhardt.com/wp-content/
uploads/2024/05/whistle-blower-
policy-2024.pdf
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Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information
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The Code determines the principles for fair disclosure of Unpublished Price Sensitive Information.
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https://www.wockhardt.com/wp-content/
uploads/2020/05/code-of-fair-disclosur-of-
upsi-2-4-19.pdf
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Corporate Social Responsibility Policy
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The Policy outlines the Company's strategy to bring about a positive impact on the society through programs relating to education, healthcare, environment, etc.
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https://www.wockhardt.com/wp-content/
uploads/2020/05/csr-policy.pdf
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Remuneration Policy
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This Policy formulates the criteria for determining qualification, competencies, positive attributes and independence for the appointment of Directors and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Employees.
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https://www.wockhardt.com/wp-content/
uploads/2020/05/wl-remuneration-policy.pdf
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Dividend Distribution Policy
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The Policy determines the parameters/ basis for declaration of dividend.
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https://www.wockhardt.com/wp-content/
uploads/2020/05/dividend-distribution-
policy.pdf
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Policy on Preservation of Records
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The Policy deals with periodicity of retention of the Company records and documents.
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https://www.wockhardt.com/wp-content/
uploads/2023/07/policy-for-preservation-of-
documents.pdf
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Risk Management Policy
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The Policy is intended to institutionalize the risk management framework of the Company which includes identification, review and reporting of material risks.
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https://www.wockhardt.com/wp-content/
uploads/2023/07/risk-management-policy.pdf
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Forex Risk Management Policy
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The Policy defines, identifies, measures, manages, mitigates and reviews potential risks pertaining to fluctuations in Foreign Exchange.
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https://www.wockhardt.com/wp-content/
uploads/2023/07/forex-risk-management-
policy.pdf
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Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons
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The Policy provides the framework in dealing with securities of the Company by Designated Persons and their Immediate relatives.
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https://www.wockhardt.com/wp-content/
uploads/2023/04/code-of-conduct-for-
regulating-monitoring-and-reporting-of-
trading-by-designated-persons.pdf
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Anti-bribery and Anti-corruption Policy
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The Policy provides for the prevention, deterrence and detection of fraud, bribery and other corrupt business practices in order to conduct the business activities with honesty, integrity with highest possible ethical standards.
|
www.wockhardt.com/wp-content/
uploads/2024/05/anti-bribery-and-anti-
corruption-policy.pdf
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Name of the Policy/ Code
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Brief Description
|
Web Link
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Human Right Policy
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The Policy aims at social & economic dignity and freedom, regardless of nationality, ethnicity, gender, race, economic status or religion. Also focuses to uphold International Human Rights Standards.
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h ttps://www.wockhardt.com/wp-content/ uploads/2023/04/human-rights-policy.pdf
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Stakeholder Grievance Policy
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The Policy aims to create a sustainable environment by laying out a mechanism through which relevant Stakeholders, who may be affected by or can influence organization's decisions may communicate and convey their grievances and suggestions to the Company.
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https://www.wockhardt.com/wp-content/
uploads/2023/04/stakeholders-relationship-
policy.pdf
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Acceptable usage Policy for IT System
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The Policy outlines the acceptable use of computing equipment and information security awareness.
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https://www.wockhardt.com/wp-content/
uploads/2023/07/acceptable-usage-policy-
for-it-systems.pdf
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Business Responsibility and Sustainability Policy
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The Policy outlines the Company's view on and overall ambitions in the sustainability segment, which serves as a broad framework for the whole growth.
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www.wockhardt.com/wp-content/
uploads/2024/05/wockhardt-business-
responsibility-and-sustainability-policy.pdf
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Environment, Health, Safety and Sustainability Policy
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The Policy aims at ensuring a safe and healthy work environment, taking active steps to ensure goal of zero accidents and Environmental incidences through continual improvement of the applicable systems.
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https://www.wockhardt.com/wp-content/
uploads/2023/04/environment-health-safety-
sustainability-policy.pdf
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Anti - Trust and Fair Competition Policy
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The Policy provides for Wockhardt's commitment to Antitrust and Competition Laws to conduct business in a Fair, Ethical and Transparent manner demonstrating zero tolerance towards "Unfair Methods of Competition" and "Unfair or Deceptive acts or Practices".
|
www.wockhardt.com/wp-content/
uploads/2024/05/anti-trust-and-fair-
competition-policy.pdf
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Diversity Inclusion and Equal Opportunity Policy
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The Policy sets out the principles and requirements by which your Company will enhance the diversity, equity and inclusion throughout the organization.
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https://www.wockhardt.com/wp-content/
uploads/2023/04/diversity-inclusion-and-
equal-opportunity-policy.pdf
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Communication Policy
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The Policy outlines prompt communication of any information to the public, including those that could have a significant effect on the price of its securities, such as shares, debentures and bonds, if any.
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https://www.wockhardt.com/wp-content/
uploads/2023/04/communications-policy.pdf
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Familiarisation Program for Independent Directors
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The Policy ensures that the Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company etc. through various programs.
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https://www.wockhardt.com/wp-content/
uploads/2023/04/familiarisation-programme.
pdf
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Terms of appointment of Independent Directors
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The terms comprises of Role, Duties and Responsibilities, accompanying liabilities, etc for the Independent Directors
("ID").
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https://www.wockhardt.com/wp-
content/uploads/2020/05/draft-letter-of-
appointment-of-independent-diector-
including-terms-of-reference.pdf
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Cyber Security Policy
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This Policy outlines implementation of robust security measures and establishes guidelines for the responsible use and protection of digital assets.
|
https://www.wockhardt.com/wp-content/
uploads/2023/07/wockhardt-cybersecurity-
policy.pdf
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Code of Business Conduct and Ethics
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This Code is intended to focus the Board, each director and each of the Senior Management on areas of ethical risk, provide guidance to help them recognise and deal with ethical issues, provide mechanism to report unethical conduct, and help foster a culture of honesty and accountability.
|
https://www.wockhardt.com/wp-content/
uploads/2023/07/code-of-business-conduct-
and-ethics.pdf
|
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, investments and guarantees covered under the provisions of Section 186 of the Act are provided under Note 6 in the Notes to Financial Statements forming part this Annual Report.
PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year 2023-24, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and the related party framework, formulated and adopted by the Company. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were repetitive in nature, entered in the ordinary course of business and on an arm's length basis. During the year under review, there were no Material Related Party Transactions. No transaction with any related party was in conflict with the interest of the Company.
The Company did n ot enter into any related party transaction directly with its Key Managerial Personnel or their relatives. The details of7 related party transactions are provided under Note 40 in the Notes to financial statements forming part of this Annual Report.
VIGIL MECHANISM
Pursuant to the requirements laid down under Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has well laid down Vigil Mechanism. The details of the same are provided in the Report on Corporate Governance forming part of this Annual Report. During the year under review, the Company did not receive any complaint under Vigil Mechanism.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Report as Annexure V.
In accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms a part of this Report. Pursuant to the provisions of Section 136(1) of the Act the Board's Report is being sent to the Members of the Company excluding the said statement. Any Member interested in inspection or obtaining a copy of the statement may write to the Company Secretary and the same will be furnished on request.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure VI to this Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY
As on March 31, 2024 the Company had 28 Subsidiaries. The Company does not have associates or joint venture companies within the meaning of Section 2(6) of the Act.
During the year under review, Laboratories Negma S.A.S was wound up and hence ceased to be the Subsidiary of the Company.
In accordance with Section 129(3) of the Act a statement containing salient features of the Subsidiaries of the Company is provided in Form AOC-1 annexed as Annexure VII to this Report.
DEPOSITS
During the year under review, your Company has not accepted any Deposits under Chapter V of the Act and as such, no amount on account of principal or interest on Deposits from the Public was outstanding as on March 31, 2024.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company strongly believes in providing a safe and harassment-free workplace for every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its associates that is free from sexual harassment. Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 the Company has constituted Internal Committees across all the locations which are responsible for redressal of complaints related to sexual harassment at respective locations. The Company arranged various interactive awareness workshops in this regard for the associates at all the manufacturing sites & Corporate Office during the year under review.
During the Financial Year 2023-24, the Company did not receive any complaints on sexual harassment.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT
There are no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and operations of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS OCCURRED AFTER THE END OF THE FINANCIAL YEAR
There are no material changes and commitments between the end of the Financial Year of the Company and as on the date of this Report which can affect the financial position of the Company.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis ('MDA') for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section which forms a part of this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report ('BRSR') of the Company for the Financial Year ended March 31,2024, is provided in a separate section and forms part of this Annual Report and is also available on the website of the Company at https://www.wockhardt.com/investors/financials/annual-report/.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance forms a part of this Annual Report.
STATUTORY INFORMATION AND OTHER DISCLOSURES
a. A detailed disclosure with regard to the unclaimed dividend required to be transferred to IEPF by your Company forms part of the Report on Corporate Governance;
b. During the year under review, Merck Life Sciences Private Limited in the capacity of Operational Creditor had filed a company petition under section 8 of the Insolvency and Bankruptcy Code, 2016 ('IBC') against the Company before the National Company Law Tribunal, Mumbai Bench ('NCLT') for compensation of products ordered but not purchased by the Company. Since terms of purchase were not finalized, the claim on the Company is not appropriate. The matter is currently pending. Apart from this, No application has been made under the IBC.
c. There were no deviation or variation in connection with the utilization of issue proceeds from the objects as stated in the Placement Document dated March 26, 2024 for Qualified Institutions Placement ('QIP')
d. During the year under review, there was no change in the nature of business of the Company;
e. There was no revision of Financial Statements and the Board's Report of the Company during the year under review;
f. The requirement to disclose the details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their sincere appreciation and acknowledge the dedication & contribution made by the employees of the Company at all levels. Your Directors also wish to place on record their appreciation to all the Stakeholders of the Company viz. Customers, Members of Medical Profession, Investors, Banks, Regulators for their unrelenting support during the year under review.
For and on behalf of the Board of Directors
Habil Khorakiwala
Chairman DIN: 00045608
Place : Mumbai Date : May 28, 2024
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