BOARD'S REPORT including Management Discussion and Analysis TO THE MEMBERS Your Directors take pleasure in presenting this 66th Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2014. The Report reviews your Company's operations which cover Pharmaceutical and Consumer Healthcare Products. The prior year's figures in the financial statements have been regrouped where necessary. DIVIDEND The Board of Directors ("Board") had declared an interim dividend of Rs. 145.00 (1450%) per equity share and the same was paid on 17th December, 2013. The dividend payout aggregated to Rs. 32944.09 lakhs and the corporate dividend tax paid by your Company amounted to Rs. 5598.85 lakhs. Keeping in mind the substantial payout by way of interim dividend, your Directors did not recommend any further dividend for the year ended 31st March, 2014. FINANCIAL HIGHLIGHTS The revenue from operations for the year under review was Rs. 67043.17 lakhs as compared to Rs. 66120.98 lakhs in the previous year, registering a growth of 1.4%. Your Company posted a net profit of Rs. 13388.19 lakhs. The New Drug Pricing Policy had an adverse impact on the revenue and profits for the year. Your Company's performance during the year under review needs to be viewed against the backdrop of the challenges it faced. Pharmaceutical revenue was significantly impacted by the new Pricing Policy and challenges with the trade on account of margin issue. However, your Company registered strong volume growth both on the price - controlled and non price - controlled products. The Pharmaceutical segment revenue was Rs. 63364.09 lakhs during the year under review versus Rs. 62363.40 lakhs in the previous year. The Consumer segment revenue was Rs. 3679.08 lakhs during the year under review versus Rs. 3757.58 lakhs in the previous year. Foreign exchange fluctuations impacted the material cost and the lower realization consequent to the new Pricing Policy pushed up the overall expenditure from 78.6% of sales to 86.4% of sales. Profit before tax took a significant hit primarily due to the new Pricing Policy, provision for old pricing liability and foreign exchange fluctuations. The Auditors' Report on the Financial Statements up to the year ended 31st March, 2013 contained comments regarding the demands raised by the Government under the Drugs (Prices Control) Order, 1979 and Drugs (Prices Control) Order, 1995 in respect of certain bulk drugs and formulations. Your Company reassessed the cases with an external legal counsel and based on an updated legal opinion, made a provision of Rs. 1269.07 lakhs during the year. Your Company is now carrying a cumulative provision of Rs. 1509.57 lakhs. Based on the legal opinion, your Directors are of the view that the ultimate liability would not exceed the amount already provided. In view of the same, the Auditors' have not made any comments in the Independent Auditors' Report on the Financial Statements for the year ended 31st March, 2014. PHARMACEUTICAL INDUSTRY PERFORMANCE - AN OVERVIEW & OUTLOOK India's population of 1.25 billion people largely comprises of working age people who constitute 60% of the population. As the population ages, the nation will see a decline in the working population to support the elderly population. This in turn, will lead to an increase in the demand for better healthcare including well equipped hospitals/facilities, larger number of healthcare professionals and superior quality drugs. The Indian pharmaceutical market has slowed from a high of 16.5% in 2011-2012 to 9.9% in 2013-2014 (IMS TSA MAT March 2014). This has been driven by multiple factors, with the new pricing policy being a key contributor. The expansion of the number of drugs under price control resulting in lowering of prices effective July 2013 led to significant market disruption in supply chain logistics. The higher priced products had to be recalled from the market and the revised lower priced products had to be introduced simultaneously to ensure uninterrupted supply. This process was complicated and required significant investments in logistics and infrastructure and also resulted in write-offs. Companies also faced margin challenges from the Trade post introduction of the new Pricing Policy. Five companies bore 42% of the total impact of the new Pricing Policy and the overall impact to the Industry was approximately Rs. 1597 crores. (IMS Press Release - June 2013). The pharmaceutical market slowdown was felt by MNCs more than Indian firms. The 9.9% pharmaceutical industry growth (IMS TSA MAT March 2014) shows a split with MNCs growing at 5.2% and Indian pharmaceutical companies growing at 11.8%. Growth of the top 10 Pharmaceutical companies also slowed down to less than the market growth. The total audited pharmaceutical market in India is at Rs. 80352 crores (Retail Sector Rs. 67681 crores, Hospital Sector Rs. 7726 crores and others Rs. 4945 crores). The retail sector grew by 10.1% and the hospital sector grew by 5.6%. Volumes of existing products contributed only 2.4%, new products contributed 6.3% and price contributed 1.2%. (IMS MAT March 2014). According to IMS Health, the Indian pharmaceutical market currently ranks 14th globally in terms of value and 2nd in volume. This disparity between market value size and volume can be directly attributed to the low cost of pharmaceutical products in India compared to the rest of the world. The recent action of the National Pharmaceutical Pricing Authority (NPPA) in widening the scope of the Pricing Policy continues to create an uncertain operating environment. The issues surrounding Intellectual Property Rights and new rules governing Clinical Trials are causing considerable challenges to the Industry. The Indian pharmaceutical market is forecasted to grow at a CAGR of 10.5% between 2013 and 2018, reaching Rs. 135747 crores by 2018 (IMS Prognosis Report September 2014). The Industry's projected growth over the years can be attributed to multiple factors, including an expanding market, heightened health awareness among masses, increasing disposable income, changing lifestyles resulting in higher incidence of lifestyle diseases, government's focus on affordable healthcare, and an emerging, but rapidly growing health insurance industry. Despite all the regulatory challenges, given the strong market fundamentals, the Indian pharmaceutical industry is looking to achieve a unified dream of providing quality healthcare. They have taken up the baton to lead the way and manufacture medicines that not only provide a better quality of life but also provide an assurance that they care about healthcare. OPPORTUNITIES, THREATS, RISKS & CONCERNS The industry has been impacted by an unprecedented series of policy changes. The Government introduced the new Pricing Policy with the notification of the Drugs (Prices Control) Order, 2013 (DPCO 2013) which brought 348 formulations in the National List of Essential Medicines (NLEM) under price control. This replaced the archaic and non-transparent Price Control Order of 1995 that regulated prices of 74 bulk drugs and their formulations. It was expected that the implementation of the DPCO 2013 under the market-based pricing model would bring in transparency and stability to the Pharmaceutical Industry. However, issues with Trade over demand for trade margins and wider interpretation of the DPCO by the NPPA bringing additional medicines under price control meant an unexpected interruption in business and an adverse revenue impact on the industry. The challenges faced in the implementation process have also impacted the revenue and profitability of your Company. While the Industry is gradually settling in from the volatile transition, several ambiguities about the extent of price control remain a challenge. The new provisions of Schedule H1 (covering 46 drugs) under the Drugs and Cosmetics Act, 1945, which puts in stringent regulatory requirements on industry and traders, became effective from 1st March, 2014 and may potentially impact the availability of these drugs due to practical issues in implementation. The environment for the protection of Intellectual Property ('IP') in India continues to deteriorate which is a big cause of concern for innovative companies. The patented products portfolio continues to face challenges through the new committee that has been set up to recommend patented products pricing policy. This trend of anti-IP developments in India continues to create huge uncertainty in the market, negatively impacting innovation and investment in the Pharmaceutical Industry. The Government needs to increase its expenditure on healthcare, which is currently at just 4% of GDP of which a mere 1.4 % of GDP is spent on drugs (Economic Survey for 2013-14). The Government also needs to put in place a pragmatic policy that allows the market to grow and quickly develop the healthcare infrastructure, streamline regulatory processes, encourage the creation of Public Private Partnership (PPP) models, increase access to medicines and create an environment that incentivizes R&D to build a healthy ecosystem for innovation. India remains a market of unmet needs. Despite the above uncertain regulatory and policy environment, there are positive occurrences in the operating environment. The Industry is engaging with the Government to find sustainable and holistic innovative models and policies to address the country's healthcare issues in a manner that balances the Government's health priorities while providing a predictable and conducive environment for the innovative industry. For the industry to achieve growth at its full potential and develop new drugs to meet unmet medical needs, it is imperative that the Government provides a predictable and stable business environment and policies that treat all pharmaceutical companies equally. Your Company continues to have a positive outlook and build itself through therapeutic and customer based business models. REVIEW OF OPERATIONS Pfizer Inc., USA has globally restructured itself into three distinct business units: Global Innovative Pharma Business (GIP), Global Established Pharma Business (GEP) and Vaccines, Oncology & Consumer Business (VOC). The different lines of therapeutic areas in your Company are a perfect fit under the new global structure and will help introduce new products in line with patient and doctor needs. The Company is now more competitive and customer focused. The year under review also saw the announcement of the proposed amalgamation of the Company with Pfizer Limited which creates a single "Go to Market" strategy and company brand image leading to stronger market presence and higher confidence levels with all stakeholders. This amalgamation increases the long term value for the shareholders of both companies as it brings together two diversified portfolios that are complementary to each other under one roof. MAJOR CATEGORY WISE PERFORMANCE FOR THE YEAR UNDER REVIEW: Women's Health Care (WHC) WHC constitutes approximately 40% of the revenue and is a key portfolio of the Company. The WHC team worked aggressively to garner higher volume growth of key products impacted by the new Pricing Policy to partially offset the loss of revenue. The team increased its focus on customer coverage, communication and product pack changes which also helped in gaining higher volumes. Ovral L and Folvite were two of the six products of the WHC portfolio which were significantly impacted by the new Pricing Policy. The price reduction ranged from 35% to 55%. The marketing team of WHC conceptualized a myth busting campaign that reached out to doctors and patients alike to demystify the myths associated with long term oral contraceptive usage. Ovral L continues to be the market leader. The volume share has improved from 45.1% to 46.6% in the year under review (Volume E.I. 103 Source: IMS TSA MAT March 2014). Mucaine registered a good growth on the back of active promotion and new pack to offer convenience to patients in long term indications like peptic ulcers and radiation induced esophagitis. The additional indication for promotion as a co-prescription with Proton Pump Inhibitors (PPIs) is also yielding desired results. Central Nervous System (CNS) The Company's products, Ativan and Pacitane are leaders in their respective markets. Ativan is used to treat anxiety disorders and Pacitane for adjuvant treatment of all forms of Parkinson's disease. In order to create a differentiating factor, your Company uses a strong scientific approach that promotes innovative medico-marketing engagements involving good treatment practices and in turn improving consumer confidence in established products. During the year under review, the team commenced work on a strategy focusing on "Leaders in Depression." Your Company interacted with well known doctors and psychiatry institutes across the country. Some of the programs that were conducted in association with them were: • Centres of Excellence that involved major neuro-psychiatry institutions across the country and utilized their rich clinical expertise to train physicians on basic diagnosis of psychiatric disorders and epilepsy. • Webcasts that addressed the current challenges in the management of depression saw the participation of over 940 psychiatrists across 23 locations in India. Vaccines (Prevenar 13) There is a common consensus among healthcare professionals that disease prevention is the most cost-effective option to protect and promote the health of the population. The vaccines market in India is estimated at Rs. 1300 crores (IMS MAT March 2014). Over the next decade, the Indian vaccines market will continue to grow as new vaccines are introduced into the market and access to vaccines across India improves. Prevenar 13 is approved for the prevention of pneumococcal pneumonia and invasive pneumococcal disease caused by 13 Streptococcus pneumoniae strains. It is approved for children 6 weeks through 5 years of age and is the only pneumococcal conjugate vaccine approved in India for adults 50 years of age and older. Prevenar 13 is the No. 1 brand in the pneumococcal vaccine market and is also a major revenue generator for the Company with a turnover of Rs. 150 crores (Source: IMS TSA MAT March 2014). This is the outcome of scientific differentiation, partnership with the Indian Academy of Pediatrics to raise awareness amongst pediatricians and parents through medical education and an SMS based free vaccine reminder program named "Immunize India". Your Company is taking efforts to inculcate the culture of vaccination for the elderly population through medical education amongst doctors and the general public. The Company is working closely with the Association of Physicians of India, Society of Nephrology and College of Chest Physicians. Consumer Health Care Few brands can claim to have enjoyed a long history of trust in India, as Anacin and Anne French. Both continue to enjoy a strong position in their respective markets and together comprise the Company's Consumer Healthcare business in India. Now celebrating its 50th year in India, Anne French continues to be the trusted hair removal solution for millions of Indian women, while at the same time driving category innovation in terms of safety and convenience. A new brand identity was launched for Anne French with a modern and contemporary logo design. There was strong focus on Anacin's stronghold markets with concentration of marketing support and sales driven market initiatives. MANUFACTURING OPERATIONS Your Company's Plant at Goa meets a very robust Quality System Standard and delivers quality products with highest level of customer satisfaction. Besides complying with Schedule M of the Drugs & Cosmetics Rules, 1945 under the Drugs & Cosmetics Act, 1940, the site holds ISO 9001 and ICH (Q10) GMP accreditation. The Plant is known for its impeccable safety and strict adherence to environmental norms and has received a number of corporate awards. The site now holds sustaining accreditation of ISO 14001 OHSAS 18001. The Plant was named the recipient of the Platinum Award for 2013 at the India Manufacturing Excellence Awards (IMEA), presented by The Economic Times in partnership with Frost & Sullivan for the third year in succession. Innovation and Operational Excellence initiatives have enabled the Plant to improve productivity and attracted additional volumes for achieving better capacity utilization. Colleague engagement initiatives have contributed to improved efficiency. MEDICAL AFFAIRS DIVISION The motto of the Medical Affairs Division is 'Simplifying Science, Multiplying Wellness. True to this, the Division undertakes activities around medical education with a focus on improving patient outcomes. These include deliberations with the medical community on emerging data and updated scientific information, conducting medical advisory board meetings, speaker training programs, expert group meetings in therapy areas, supporting International Speaker Programs etc The Division provides scientific support to Investigator Initiated Research, provides medical information, designs and conducts local clinical studies, enters into scientific engagements with physicians and institutions, conducts product training programs for the sales force, evaluates new products and asissts with their launches. Additionally, the Division is also responsible for ensuring compliance with promotional practices according to international and local industry standards and regulatory requirements. The team also provides medical support to regulatory registration as well as safety review and labeling activities. HUMAN RESOURCES (''HR'') / INDUSTRIAL RELATIONS HR plays an integral role in driving colleague engagement initiatives that focus on the Company's core values like Customer Focus, Respect for People, Integrity, Quality and Innovation. Your Company's goal remains to foster a culture that encourages collaboration and personal accountability. Your Company is also working hard to train its colleagues at Thriving in Change and staying ahead in a dynamic market place. During the year under review, HR revisited and rolled out a new benefits policy across the Company. The Policy was cost neutral. Some of the key changes were rationalized leave benefits and enhanced medical coverage. Results of the 2014 Annual Pfizer Voice Survey have shown positive trends on all parameters of colleague engagement including Leadership, Strategy, Ethics & Integrity, Employer Brand and Work Environment. Overall, employee relations were cordial. The Company had 472 employees on its rolls as on 31st March, 2014 (492 as on 31st March, 2013). INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Compliance & Control Risk (CCR) Team is responsible for continuously monitoring the effectiveness of internal controls with an objective to provide to the Senior Management and Audit Committee, an independent and reasonable assurance on the adequacy and effectiveness of the Organization's risk management, control and governance processes. This is achieved through a co-sourced internal audit model which includes independent reviews performed by CCR team together with audit reviews performed through an independent Chartered Accountant firm. A risk based audit approach is used to create an annual audit plan which is approved by the Audit Committee and followed throughout the year. As part of the quarterly review with the Audit Committee, status of the annual audit plan, key audit findings and remediation status of prior findings are presented. The Audit Committee discusses with the Company's Statutory Auditors their views on the financial statements, including the financial reporting system, compliance with accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company. As part of a proactive approach, an updated compliance program covering Foreign Corrupt Practices Act ("FCPA"), including Policies on interaction with Healthcare Professionals has been rolled out in the organization during the year under review. Your Company has well defined Standard Operating Procedures for identifying and mitigating business risks across all functions of the Company. The Company periodically identifies all risks and prioritizes the major ones and develops appropriate plans for their mitigation. Senior management has ownership of the major business risks, their management and mitigation plans. CORPORATE AFFAIRS Recognizing that colleagues are the brand ambassadors for your Company, the Corporate Affairs Function has made internal communications central to its work plan followed by a proactive media strategy that aims to enhance your Company's brand and reputation. Continuous engagement with key government and industry associations on policy matters remains a high priority for your Company. CAUTIONARY NOTE Certain statements in the Management Discussion and Analysis may be forward looking and are stated as required by the applicable laws and regulations. The future results of the Company may be affected by many factors, which could be different from what the Directors envisage in terms of future performance and outlook. AMALGAMATION WITH PFIZER LIMITED Pfizer Limited and Wyeth Limited have entered into a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956, which provides for the amalgamation of Wyeth Limited into Pfizer Limited ("Scheme"). The Members have approved the Scheme by an over whelming majority in number (93.07%) and value (99.99%) at the Court Convened Meeting held on 16th April, 2014. Upon the Scheme becoming effective and with effect from 1st April, 2013, the entire undertaking of Wyeth Limited would stand transferred to Pfizer Limited as a going concern together with all assets and liabilities of Wyeth Limited. Upon the Scheme becoming effective, Pfizer Limited will issue and allot 7 (seven) fully paid up equity shares of Rs. 10/- each of Pfizer Limited for every 10 (ten) fully paid up equity shares of Rs. 10/- each of Wyeth Limited to the shareholders of Wyeth Limited as on the Record Date. Upon the Scheme coming into effect, Wyeth Limited will be dissolved without being wound up. Pfizer Limited and Wyeth Limited have filed necessary applications/ petitions before the Hon'ble Bombay High Court and as on date, the Scheme is pending sanction of the Hon'ble Bombay High Court. ANNUAL GENERAL MEETING In view of the impending amalgamation of your Company into Pfizer Limited, the Company had sought extension of time from the Registrar of Companies, Maharashtra, Mumbai ("ROC"), for holding the Annual General Meeting ("AGM"). The ROC has granted the Company, extension of time to hold the AGM up to 30th December, 2014. While the amalgamation proceedings are underway, the Board has decided to hold the AGM on 10th November, 2014. DIRECTORS' RESPONSE TO AUDITORS' COMMENTS The observations made by the Statutory Auditors under Para ix (a) of the Annexure to the Independent Auditors' Report dated 28th April, 2014, was on account of the delay in registering the Company with the Professional Tax Authorities in a few states. The Company has initiated the registration process and expects to complete the formalities shortly. On receipt of registration numbers, the dues will be deposited with the authorities. DIRECTORS In accordance with the provisions of the Companies Act, 2013, Mr. Vivek Dhariwal will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. D. E. Udwadia resigned as Director of the Company with effect from 26th August, 2014. He was a Director since 10th January, 1985. The Board places on record its deep appreciation of the valuable services rendered by Mr. D. E. Udwadia. Mr. Pradip Shah resigned as Director and Chairman of the Company with effect from 30th September, 2014. He was a Director and Chairman since 31st March, 2010. The Board places on record its deep appreciation of the valuable services rendered by Mr. Pradip Shah. It is proposed to appoint all the Independent Directors of the Company i.e. Mr. Sekhar Natarajan, Mr. K. K. Maheshwari and Mr. S. S. Lalbhai for a period of one year in accordance with the provisions of the Companies Act, 2013, keeping in mind the impending amalgamation of the Company with Pfizer Limited. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed; ii) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014, and of the profit of the Company for the period 1st April, 2013 to 31st March, 2014; iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the annual accounts have been prepared 'on a going concern basis'. CORPORATE GOVERNANCE A Report on Corporate Governance along with a Certificate from Messrs. B S R & Associates LLP, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are annexed hereto as Annexure I. INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956 The information required under Section 217(2A) of the Companies Act, 1956, ("the Act") read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Company's Registered Office. AUDITORS The Auditors, Messrs. B S R & Associates LLP, retire at the conclusion of this Annual General Meeting and offer themselves for re-appointment. Messrs. B S R & Associates LLP have confirmed their eligibility for re-appointment under Section 139 read with Section 141 of the Companies Act, 2013. Messrs. B S R & Associates LLP, if appointed, will hold office up to the conclusion of the next Annual General Meeting of the Company, keeping in mind the impending amalgamation of the Company with Pfizer Limited. COST AUDITORS Pursuant to the provisions of Section 233B of the Companies Act, 1956, companies are required to file their Cost Audit Reports within 180 days from the close of the financial year. The Company filed its Cost Audit Report and Compliance Report for the financial year ended 31st March, 2013, on 4th October, 2013, due date being 27th September, 2013. Cost Audit Report and Compliance Report for the financial year ended 31st March, 2014, were filed by the Company on 23rd September, 2014. The Cost Audit Report for the financial year ended 31st March, 2015 is due to be filed by 27th September, 2015. Messrs. RA & Co., existing Cost Auditors have confirmed their eligibility to be the Cost Auditors and have been appointed to conduct Cost Audit of the Company's records for the year ending 31st March, 2015. The remuneration is subject to ratification by the Members. ACKNOWLEDGEMENTS Your Directors record their thanks to the Company's employees at all levels for their dedication and commitment throughout the year. The Directors would also like to record their thanks to the external stakeholders for their continued support and co-operation. Your Directors take this opportunity to thank the Parent Company, Pfizer Inc., USA, for their valuable guidance and support. For and on behalf of the Board of Directors Aijaz Tobaccowalla Managing Director S. S. Lalbhai Director Place : Mumbai Date : 6th October, 2014 |