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Cipla Ltd. — Regulatory Filings 2021
Jan 29, 2021
59275_rns_2021-01-29_a6103685-a39e-436c-b8a2-15fabb0d3bb2.pdf
Regulatory Filings
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29[th] January, 2021
(1) BSE Limited (2) National Stock Exchange of India Limited Listing Department, Listing Department Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] floor, Dalal Street, Plot no. C/1, G Block, Mumbai 400 001 Bandra Kurla Complex, Bandra (East), Mumbai - 400 051
Scrip Code: 500087 Scrip Code: CIPLA
- (3) SOCIETE DE LA BOURSE DE LUXEMBOURG Societe Anonyme 35A Boulevard Joseph II, L-1840 Luxembourg
Sub: Unaudited financial results (standalone and consolidated) for the quarter and nine months ended 31[st] December, 2020
Dear Sir/Madam,
Pursuant to Regulation 30 and 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the following: i. Unaudited financial results (standalone and consolidated) as per Indian Accounting Standards for the quarter and nine months ended 31[st] December, 2020 as approved by the Board at its meeting held on 29[th] January, 2021;
- ii. Limited review report (standalone and consolidated) by Walker Chandiok & Co LLP, Statutory Auditor of the Company, for the quarter and nine months ended 31[st] December, 2020.
The meeting of the Board of Directors of the Company commenced at 02.00 p.m. and is still in progress.
The above mentioned documents will also be available on the Company’s website www.cipla.com in the Investor Section.
Thanking you,
Yours faithfully, For Cipla Limited
Digitally signed by RAJENDRA CHOPRA DN: c=IN, o=Personal, RAJENDR 2.5.4.20=4987ad48c3965cfde78c8ea69e6f40ac91535876f12ba1fa5ba45cc5cc8db6cb, postalCode=122001, st=HARYANA, serialNumber=0be85c0408d0e3afd663669f 5314248a72fdcdf34d01d48d472d7cf92626 A CHOPRA 96f6, cn=RAJENDRA CHOPRA Date: 2021.01.29 16:26:29 +05'30'
Rajendra Chopra Company Secretary
Encl.: as above
Prepared by: Pratiksha Mangaonkar
Walker Chandiok &Co LLP
Walker Chandiok & Co LLP 21"' Floor, DLF Square Jacaranda Marg, DLF Phase II Gurugram- 122 002 India T +91 124 4628099 F +91 124 4628001
Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)
To the Board of Directors of Cipla Limited
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We have reviewed the accompanying statement of unaudited consolidated financial results ('the Statement') of Cipla Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its associates (refer Annexure 1 for the list of subsidiaries and associates included in the Statement) for the quarter ended 31 December 2020 and the consolidated year to date results for the period 1 April 2020 to 31 December 2020, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended}, including relevant circulars issued by the SEBI from time to time.
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This Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recogmtion and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('lnd AS 34'), prescribed under section 133 of the Companies Act, 2013 ('the Act'), and other aC<'..ounting principles generally accepted in India and is in compliance with the presentation and disclosure requirer.1ents of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. Our responstbility is to express a conclusion on the Statement based on our review.
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We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 241 0, Review of Interim Financial I nforrnation Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We also performed procedures in accordance with the SEBI Circular CIRICFD/CMD1/44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), to the extent applicable.
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Chlrtored Ato
W.lktlf Chand1ok & Co LLP Is reglscered With hm•tecl i·ablhty With ldendftCI�on number AAC·2085 and "' regl&t••ad otfloo at L�1 Connaught Clr<:ul New Deihl. 1101, India
Olbs 1n BongaiuN, Chand�gem. CMnnai. Gurug�am. Hydonbl. Koch!. Kob11, Mumb, New De111 N• ond Pne
Walker Chandiok &Co LLP
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Based on our review conducted and procedures performed as stated in paragraph 3 above and upon consideration of the review reports of the other auditors referred to in paragraph 5 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in lnd AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.
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We did not review the interim financial results of 16 subsidiaries included in the Statement, whose financial information reflects total revenues of� 769.15 crore and � 2,153.39 crore, total net profit after tax of� 26.15 crore and� 49.79 crore, total comprehensive income of� 14.16 crore and� 25.97 crore, for the quarter and nine-month period ended on 31 December 2020, respectively, as considered in the Statement. The Statement also includes the Group's share of net profit after tax/total comprehensive income of� 1.43 crore and � 0.61 crore, for the quarter and nine-month period ended on 31 December 2020, respectively, as considered in the Statement, in respect of an associate, whose interim financial results have not been reviewed by us. These interim financial results have been reviewed by other auditors whose review reports have been furnished to us by the management, and our conclusion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associate is based solely on the review reports of such other auditors and the procedures performed by us as stated in paragraph 3 above.
Further, of these subsidiaries and associate are located outside India, whose interim financial results have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been reviewed by other auditors under International Standard on Review- Engagement (ISRE) applicable in their respective countries. The Holding Company's management has converted the financial results of such subsidiaries and associates from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Holding Company's management. Our conclusion, in so far as it relates to the balances and affairs of these subsidiaries and associates is based on the review report of other auditors and the conversion adjustments prepared by the management of the Holding Company and reviewed by us.
Our conclusion is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other auditors.
For Walker Chandiok & Co LLP Chartered Firm Registration 1 076N/N500013
UDIN: 21 504662K5404
Place: New Delhi Date: 29 January 2021
Chartered Accountants
Walker Chandiok &.Co LLP
Annexure 1
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List of entities included in the statement
List of subsidiaries
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Gold.encross �h��ma �i�ited, ln�ia (formerly known as Goldencross Pharma Private Limited)
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M.edrta� Specr�ht�es Lrmr�ed, lndra (formerly known as Meditab Specialities Private Limited} 3. Crpla Bro.T�c Lrmrted, lndra (formerly known as Cipla BioTec Private Limited)
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Jay Precrsron Pharmaceuticals Private Limited, India
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Cipla Health Limited, India
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Medispray Laboratories Private Limited, India
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Si.tec Labs Limited, India (formerly known as Sitec Labs Private Limited) 8. Crpla Medpro South Africa (Pty) Limited, South Africa
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Cipla Holding B.V., Netherlands
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Cipla (EU) Limited, United Kingdom
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Saba Investment Limited, United Arab Emirates
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Cipla (UK) Limited, United Kingdom, (under liquidation)
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Cipla Australia Pty. Limited, Australia
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Meditab Holdings Limited, Mauritius
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Tasfiye Halinde Cipla llac; Ticaret Anonim Sirketi, Turkey (formerly known as Cipla llac Ticaret Anonim Sirket� (liquidated w.e.f 7 October 2019)
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Cipla USA, Inc., United States of America
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Cipla Kenya Limited, Kenya
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Cipla Malaysia Sdn. Bhd., Malaysia
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Cipla Europe NV, Belgium
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Cipla Quality Chemical Industries Limited, Uganda
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Cipla Brasil lmportadora E Distnbuidora De Medicamentos Ltda., Brazil
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lnyanga Trading 386 Proprietary Limited, South Africa (under liquidation)
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Cipla Medpro Holdings Proprietary Limited, South Africa (under liquidation)
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Cape to Cairo Exports Proprietary Limited, South Africa (Deregistered w.e.f. 27 August 2020)
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Cipla Dibcare Proprietary Limited, South Africa (under liquidation)
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Cipla Life Sciences Proprietary Limited, South Africa
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Cipla-Medpro Proprietary Limited, South Africa
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Cipla-Medpro Distribution Centre Proprietary Limited, South Africa
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Cipla Medpro Botswana Proprietary Limited, South Africa
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Cipla Algerie, Algeria
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Cipla Biotec South Africa (Pty) Limited, South Africa
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Cipla OL TP (Pty) Limited, South Africa (formerly known as Cipla Nutrition Proprietary Limited)
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Medpro Pharmaceutica Proprietary Limited, South Africa
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Breathe Free Lanka (Private) Limited, Sri Lanka
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Cipla Medica Pharmaceutical and Chemical Industries Limited (formerly known as Medica Pharmaceutical Industries Company Limited, Yemen)
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Cipla (Mauritius) Limited, Mauritius (liquidated on 17 May 2020)
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Cipla Pharma Lanka (Private) Lrmited, Sri Lanka (amalgamated with Breathe Free Lanka (Private) Limited with effect from 1 May 2020 vide order of amalgamation dated 21 July 2020 and therefore, ceased to exist).
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Cipla Maroc SA, Morocco
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Cipla Middle East Pharmaceuticals FZ-LLC, United Arab Emirates
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Quality Chemicals Limited, Uganda (ceased to be a subsidiary from 19 August 2020)
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Cipla Philippines, Inc., Philippines
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lnvaGen Pharmaceuticals, Inc., United States of America
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Exelan Pharmaceuticals, Inc., United States of America
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Anmarate (Pty) Limited, South Africa (ceased to be a subsidiary from 19 August 2020)
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Cipla Technologies LLC, United States of America
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Cipla Gulf FZ-LLC, United Arab Emirates
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Mirren (Pty) Ltd, South Africa
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Madison Pharmaceuticals Inc. United States of America
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Cipla Colombia SAS, Colombia (incorporated on 25 April 2019)
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Cipla (China) Pharmaceutical Co., Ltd.,China (incorporated on 20 May 2019)
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Cipla (Jiangsu) Pharmaceutical Co., Ltd. (incorporated on 8 August 2019)
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Cipla Pharmaceuticals Limited, India (incorporated on 19 November 2019)
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Cipla Therapeutics Inc., USA (incorporated on 15 May 2020)
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Cipla Health Employees Stock Option Trust, India
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Cipla Employee Stock Option Trust, India
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Chartered Accountants
Walker Chandiok &.Co LLP
List of Associates:
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Stempeutics Research Private Limited, India (w.e.f. 2 July 2020 stake is changed from 40.78% to 40.25%)
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Avenue Therapeutics Inc., United States of America
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Brandmed (Pty) Limited, South Africa (acquired 30% stake on 24 April2019)
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AMP Solar Power Systems Private Limited (acquired 26% stake on 12 June 2019)- (Share of loss/profit not required to be considered)
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GoApptiv Private Limited (w.e.f 29 October 2020 stake is changed from 15.26% to 21.85% (on fully diluted basis))
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STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31[ST] DECEMBER, 2020
( ₹ in Crores)
| Particulars | Quarter ended | Quarter ended | Quarter ended | Nine months ended | Nine months ended | Year ended |
|---|---|---|---|---|---|---|
| 31-12-2020 | 30-09-2020 | 31-12-2019 | 31-12-2020 | 31-12-2019 | 31-03-2020 | |
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | |
| 1. Revenue from operations a) Revenue from sale of products b) Other operating revenue Total revenue from operations 2. Other income 3. Total income (1+2) 4. Expenses a) Cost of materials consumed b) Purchases of stock-in-trade c) Changes in inventories of finished goods, work-in-progress and stock-in-trade d) Employee benefits expense e) Finance costs f) Depreciation, impairment and amortisation expense g) Other expenses Total expenses 5. Profit (+)/loss (-) before tax (3-4) 6. Tax expense (net) (Refer note 5) a) Current tax b) Deferred tax Total tax expense 7. Net profit (+)/loss (-) after tax before share of associates (5-6) 8. Share of profit (+)/ loss (-) of associates 9. Net profit (+)/ loss (-) for the period/year (7+8) 10. Profit for the period attributable to a) Shareholders of the company b) Non- controlling interest 11. Other comprehensive income/(loss) for the period/year a) (i) Items that will not be reclassified to profit or loss (ii) Income tax on items that will not be reclassified to profit or loss b) (i) Items that will be reclassified to profit or loss (ii) Income tax on items that will be reclassified to profit or loss Other comprehensive income/(loss) for the period/year 12. Total comprehensive income/(loss) for the period/year (9+11) 13. Total comprehensive income attributable to a) Shareholders of the company b) Non - controlling interest 14. Paid-up equity share capital (face value ₹ 2/- each) (Refer note 3) 15. Other equity 16. Earnings per share (face value ₹ 2/- each) a) Basic (₹) b) Diluted (₹) *Not Annualised |
5,154.17 14.52 5,168.69 86.94 5,255.63 1,353.34 604.50 35.64 844.36 47.92 248.43 1,099.97 4,234.16 1,021.47 260.42 8.54 268.96 752.51 (0.90) 751.61 748.15 3.46 5.28 (1.34) 189.34 7.86 201.14 952.75 947.53 5.22 161.29 9.28* 9.26* |
4,972.58 65.71 5,038.29 53.47 5,091.76 1,300.52 790.12 (144.10) 820.87 39.33 265.06 1,094.31 4,166.11 925.65 332.84 (69.04) 263.80 661.85 (2.50) 659.35 665.43 (6.08) 6.75 (1.69) (16.83) (13.12) (24.89) 634.46 643.67 (9.21) 161.27 8.25 8.24 |
4,234.55 136.45 4,371.00 72.13 4,443.13 1,034.39 571.87 38.71 745.51 46.17 277.89 1,222.19 3,936.73 506.40 114.21 38.61 152.82 353.58 (14.20) 339.38 351.03 (11.65) (7.30) 1.84 202.59 7.72 204.85 544.23 555.67 (11.44) 161.25 4.35 4.35 |
14,403.64 149.50 14,553.14 205.86 14,759.00 3,707.85 2,127.31 (305.69) 2,437.11 133.25 782.47 3,130.37 12,012.67 2,746.33 866.26 (105.72) 760.54 1,985.79 (8.79) 1,977.00 1,991.49 (14.49) 20.26 (5.10) 239.05 (8.53) 245.68 2,222.68 2,251.16 (28.48) 161.29 24.70* 24.67* |
12,393.25 362.55 12,755.80 251.02 13,006.82 3,264.56 1,309.23 (271.27) 2,263.27 144.36 828.85 3,617.54 11,156.54 1,850.28 589.32 (43.71) 545.61 1,304.67 (43.64) 1,261.03 1,300.57 (39.54) (20.78) 6.73 100.44 26.16 112.55 1,373.58 1,406.72 (33.14) 161.25 16.14 16.12 |
16,694.85 437.14 17,131.99 344.20 17,476.19 4,376.81 1,859.37 (244.76) 3,027.01 197.36 1,174.65 4,907.57 15,298.01 2,178.18 682.87 (51.67) 631.20 1,546.98 (47.46) 1,499.52 1,546.52 (47.00) (14.90) 5.48 (149.88) 29.90 (129.40) 1,370.12 1,385.23 (15.11) 161.25 15,601.75 19.19 19.16 |
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(₹ in Crores)
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| Segment information | (₹ in Crores) | |||||
| Particulars | Quarter ended | Nine months ended | Year ended | |||
| 31-12-2020 | 30-09-2020 | 31-12-2019 | 31-12-2020 | 31-12-2019 | 31-03-2020 | |
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | |
| Segment wise revenue and results Segment revenue: a) Pharmaceuticals b) New ventures Total segment revenue Less : Inter segment revenue Total revenue from operations Segment result: Profit/(loss) before tax and interest from each segment a) Pharmaceuticals b) New ventures Total segment result Less: Finance costs Total Profit(+)/loss(-) before tax |
5,102.05 91.17 5,193.22 24.53 5,168.69 1,111.43 (42.04) 1,069.39 47.92 1,021.47 |
4,966.43 99.57 5,066.00 27.71 5,038.29 1,031.38 (66.40) 964.98 39.33 925.65 |
4,321.47 61.84 4,383.31 12.31 4,371.00 595.33 (42.76) 552.57 46.17 506.40 |
14,334.57 307.59 14,642.16 89.02 14,553.14 3,001.06 (121.48) 2,879.58 133.25 2,746.33 |
12,638.56 145.07 12,783.63 27.83 12,755.80 2,113.91 (119.27) 1,994.64 144.36 1,850.28 |
16,958.67 219.17 17,177.84 45.85 17,131.99 2,574.17 (198.63) 2,375.54 197.36 2,178.18 |
Segment assets and liabilities
As certain assets and liabilities are deployed interchangeably across segments, it is not practically possible to allocate those assets and liabilities to each segment. Hence, the details of assets and liabilities have not been disclosed in the above table.
Notes:
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The financial results have been prepared in accordance with Indian Accounting Standards (‘Ind AS’) prescribed under section 133 of the Companies Act, 2013 read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and SEBI circular dated 5[th] July, 2016.
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The Company had received various notices of demand from the National Pharmaceutical Pricing Authority (NPPA), Government of India, on account of alleged overcharging in respect of certain drugs under the Drugs (Prices Control) Orders. The total demand against the Company as stated in NPPA public disclosure amounts to ₹ 3,676.07 Crore.
Out of the above, demand notices pertaining to a set of products being Norfloxacin, Ciprofloxacin, Salbutamol and Theophylline were challenged by the Company (i) in the Honourable Bombay High Court on the ground that bulk drugs contained in the said formulations are not amenable to price control, as they cannot be included in the ambit of price control based on the parameters contained in the Drug Policy, 1994 on which the DPCO, 1995 is based and (ii) in the Honourable Allahabad High Court on process followed for fixation of pricing norms. These Petitions were decided in favour of the Company and the matters were carried in appeal by the Union of India to the Honourable Supreme Court of India. The Honourable Supreme Court in its judgment of 1[st] August, 2003 remanded the said writ petitions to the Honourable Bombay High Court with directions that the Court will have to consider the petitions afresh, having due regard to the observations made by the Honourable Supreme Court in its judgment. On the Union of India filing transfer petitions, the Honourable Supreme Court ordered transfer of the said petitions to the Honourable Bombay High Court to it for being heard with the appeal filed against the Honourable Allahabad High Court order. Subsequently, in its order of 20[th] July, 2016 the Honourable Supreme Court recalled its transfer order and remanded the petitions to Honourable Bombay High Court for hearing. While remanding the matter to Honourable Bombay High Court, the Honourable Supreme Court directed Cipla to deposit 50% of the overcharged amount with the NPPA as stated in its order of 1[st] August, 2003 which at that point of time was ₹ 350.15 Crore. Complying with the directions passed by the Honourable Supreme Court, Cipla has deposited an amount of ₹ 175.08 Crore which has been received and acknowledged by NPPA. Furthermore, the Company has not received any further notices in these cases post such transfer of cases to Honourable Bombay High Court. Meanwhile, the Honourable Supreme Court of India vide its Order and Judgment dated 21[st] October, 2016, allowed the Appeals filed by the Government against the Judgment and Order of the Honourable Allahabad High Court regarding basis of fixation of retail prices. The said order was specific to fixation of retail prices without adhering to the formula/process laid down in DPCO, 1995. However, the grounds relating to inclusion of certain drugs within the span of price control continues to be subjudice with the Honourable Bombay High Court.
The Honourable Bombay High Court had, in expectation of NPPA filing its counter-statement on status of each petitioner’s compliance with the 2003 and 2016 Honourable Supreme Court orders (on deposit 50% of amount demanded), re-scheduled the hearing for 5[th] June, 2019, but the same was not listed on that date.
The Company had filed amendment applications before the Honourable Bombay High Court to incorporate the effect of a ruling by the Honourable Supreme Court of India to adjust trade margins of 16% from outstanding demands as not accrued to the manufacturers and to re-calculate interest from date of non-payment of demand within the time period stated in each demand. The said amendment also places certain additional grounds on record. The Honourable Bombay High Court issued notice to Union of India and NPPA on the amendment applications and set 25[th] January, 2021 for further hearing but the case was not listed due to the COVID-19 lockdown and the next date is awaited.
The Company has been legally advised that it has a substantially strong case on the merits of the matter, especially under the guidelines/principles of interpretation of the Drug Policy enunciated by the Honourable Supreme Court of India. Although, the decision of Honourable Supreme Court dated 21[st] October, 2016 referred above was in favour of Union of India with respect to the appeals preferred by the Government challenging the Honourable Allahabad High Court order, basis the facts and legal advice on the matter sub-judice with the Honourable Bombay High Court, no provision is considered necessary in respect of the notices of demand received till date aggregating to ₹ 1,736.00 Crore. It may be noted that NPPA in its public disclosure has stated the total demand amount against the Company in relation to the above said molecules to be ₹ 3,281.31 Crore (after adjusting deposit of ₹ 175.08 Crore), however, the Company has not received any further notices beyond an aggregate amount of ₹ 1,736.00 Crore.
In addition, Company had made provision of ₹ 109.42 Crore as of 31[st] December, 2020 for products not part of the referenced writ proceedings. Further, no new recovery notices were received by the Company in the last quarter, thus not requiring any fresh cases to be filed by the Company in that regard. Due to COVID-19, courts are hearing only urgent cases, hence the writs that are pending will be heard is due course.
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The paid-up equity share capital stands increased to ₹ 161.29 Crore (80,64,55,229 equity shares of ₹ 2 each) upon allotment of 1,17,773 equity shares of ₹ 2 each pursuant to "ESOS 2013-A" during the quarter ended 31[st] December, 2020.
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The Group continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including how it will impact its customers, employees, vendors and business partners. The management has exercised due care, in concluding on significant accounting judgements and estimates, inter-alia, recoverability of receivables, assessment for impairment of goodwill, investments, intangible assets, inventory, based on the information available to date, both internal and external, while preparing the Group’s financial results for the quarter and nine months ended 31[st] December, 2020.
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The Company elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognised provision for Income tax and deferred tax for the quarter and nine months ended 31[st] December, 2020 using the new rates.
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The Board in its meeting held on 29[th] January, 2021 has approved a draft scheme of arrangement (Scheme) which entails demerger of the US business undertaking (Demerged Undertaking 1) of Cipla Limited (Demerged Company) into its wholly-owned subsidiary, Cipla BioTec Limited (Resulting Company 1) and consumer business undertaking (Demerged Undertaking 2) of Cipla Limited into its wholly-owned subsidiary, Cipla Health Limited (Resulting Company 2) pursuant to Sections 230 to 232 and the other relevant provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Scheme would be subject to the receipt of requisite approvals including from the National Company Law Tribunal, BSE Limited, National Stock Exchange of India Limited and Securities and Exchange Board of India, the shareholders and/or creditors of the Demerged Company, Resulting Company 1 and Resulting Company 2.
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The unaudited standalone financial results for the quarter and nine months ended 31[st] December, 2020 are available on the Company’s website i.e. www.cipla.com under Investor Information section and on the stock exchange websites i.e. www.bseindia.com and www.nseindia.com. The key standalone financial information is as under:
| under: | ||||||
|---|---|---|---|---|---|---|
| (₹ in Crores) | ||||||
| Particulars | Quarter ended | Nine months ended | Year ended | |||
| 31-12-2020 | 30-09-2020 | 31-12-2019 | 31-12-2020 | 31-12-2019 | 31-03-2020 | |
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | |
| Total revenue from operations Profit before tax Profit after tax |
3,731.55 947.37 698.93 |
3,807.89 1,017.65 745.64 |
2,926.20 357.53 282.22 |
10,667.46 2,797.48 2,054.87 |
9,525.71 2,255.76 1,713.60 |
12,659.15 2,964.31 2,318.17 |
- The above results have been reviewed and recommended to the Board of Directors by the Audit Committee and subsequently approved by the Board of Directors at its meeting held on 29[th ] January, 2021. These results have been subjected to Limited review by Statutory auditors who have expressed an unqualified opinion.
By order of the Board For CIPLA LIMITED Digitally signed by UMANG VOHRA UMAN DN: c=IN, o=Personal, pseudonym=1e91666a440a865b 42c02d46f7796e1462d703083ab 9b40ba94b9d7ceba63655, G postalCode=400034, st=MAHARASHTRA, serialNumber=465cbf325935ae9 e62837920a0b2bef6107d897727 de8ea2dfea8d1931e2e9d6, VOHRA cn=UMANG VOHRA Date: 2021.01.29 16:27:21 +05'30'
Mumbai 29[th] January, 2021
Umang Vohra
Managing Director and Global Chief Executive Officer
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Walker Chandiok&.Co LLP
Walker Chandlok & Co LLP 21'1 Floor, DLF Square Jacaranda Marg, DLF Phase II Gurugram - 122 002 lnd1a T +91 124 4628099 F +91 124 4628001
Independent Auditor's Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)
To the Board of Directors of Cipla Limited
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We have reviewed the accompanying statement of standalone unaudited financial results ('the Statement') of Cipla Limited ('the Company') for the quarter ended 31 December 2020 and the year to date results for the period 1 April 2020 to 31 December 2020, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time.
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The Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('lnd AS 34'}, prescribed under Section 133 of the Companies Act, 2013 ('the Act'), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. Our responsibility is to express a conclusion on the Statement based on our review.
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We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit Accordingly, we do not express an audit opinion.
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Walker Chandtok & Co LLP IS reg.stered w hm•ted Wabdoty WJth tdenbftcabon number AAC·2085 and tll regostered office at L�1 Connaught Clro.Js, New Delhi, 110001, India
Chortored Aunun
Walker Chandiok &.Co LLP
- Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in lnd AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.
For Walker Chandiok & Co LLP Chartered Accounta Firm Registration shish Gupta Partner Membership No. 504 UDIN: 21504662AJ7674 Place: New Delhi Date: 29 January 2021
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Chartered Accountants
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STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31[ST] DECEMBER, 2020
(₹ in Crores)
| (₹ in Crores) | ||||||
|---|---|---|---|---|---|---|
| Particulars | Quarter ended | Nine months ended | Year ended | |||
| 31-12-2020 | 30-09-2020 | 31-12-2019 | 31-12-2020 | 31-12-2019 | 31-03-2020 | |
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | |
| 1. Revenue from operations a) Revenue from sale of products b) Other operating revenue Total revenue from operations 2. Other income 3. Total income (1+2) 4. Expenses a) Cost of materials consumed b) Purchases of stock-in-trade c) Changes in inventories of finished goods, work-in-progress and stock-in-trade d) Employee benefits expense e) Finance costs f) Depreciation, impairment and amortisation expense g) Other expenses Total expenses 5. Profit (+)/loss (-) before tax (3-4) 6. Tax expense (net) (Refer note 5) a) Current tax b) Deferred tax Total tax expense 7. Net profit (+)/loss (-) after tax for the period/year (5-6) 8. Other comprehensive income/(loss) for the period/year a) (i) Items that will not be reclassified to profit or loss (ii) Income tax on items that will not be reclassified to profit or loss b) (i) Items that will be reclassified to profit or loss (ii) Income tax on items that will be reclassified to profit or loss Other comprehensive income/(loss) for the period/year 9. Total comprehensive income/(loss) for the period/year (7+8) 10. Paid-up equity share capital (face value ₹ 2/- each) (Refer note 3) 11. Other equity 12. Earnings per share (face value ₹ 2/- each) a) Basic (₹) b) Diluted (₹) *Not Annualised |
3,689.88 41.67 3,731.55 96.12 3,827.67 872.53 434.64 129.55 553.50 10.33 134.57 745.18 2,880.30 947.37 251.60 (3.16) 248.44 698.93 4.71 (1.19) (17.00) 4.28 (9.20) 689.73 161.29 8.67* 8.65* |
3,711.03 96.86 3,807.89 39.17 3,847.06 917.99 601.98 (119.39) 512.87 11.69 140.80 763.47 2,829.41 1,017.65 281.66 (9.65) 272.01 745.64 6.36 (1.60) 50.19 (12.82) 42.13 787.77 161.27 9.25* 9.23* |
2,821.92 104.28 2,926.20 73.28 2,999.48 695.30 370.34 21.48 474.11 9.55 143.14 928.03 2,641.95 357.53 61.10 14.21 75.31 282.22 (7.99) 2.01 (3.48) 0.88 (8.58) 273.64 161.25 3.50* 3.50* |
10,436.63 230.83 10,667.46 180.95 10,848.41 2,549.31 1,498.19 (185.39) 1,535.84 36.23 419.10 2,197.65 8,050.93 2,797.48 771.70 (29.09) 742.61 2,054.87 18.91 (4.76) 66.13 (16.83) 63.45 2,118.32 161.29 25.48* 25.45* |
9,178.21 347.50 9,525.71 479.44 10,005.15 2,232.81 1,018.42 (149.64) 1,433.80 26.81 439.36 2,747.83 7,749.39 |
12,220.22 438.93 12,659.15 892.85 13,552.00 2,999.17 1,363.12 (43.08) 1,911.08 36.05 599.78 3,721.57 10,587.69 2,964.31 545.96 100.18 646.14 2,318.17 (22.35) 7.05 (72.13) 23.00 (64.43) 2,253.74 161.25 17,241.71 28.76 28.72 |
| 2,255.76 | ||||||
462.40 79.76 542.16 1,713.60 (20.71) 6.64 (52.52) 18.06 (48.53) 1,665.07 161.25 |
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| 21.26* 21.23* |
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The financial results have been prepared in accordance with Indian Accounting Standards (‘Ind AS’) prescribed under section 133 of the Companies Act, 2013 read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and SEBI circular dated 5[th] July, 2016.
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The Company had received various notices of demand from the National Pharmaceutical Pricing Authority (NPPA), Government of India, on account of alleged overcharging in respect of certain drugs under the Drugs (Prices Control) Orders. The total demand against the Company as stated in NPPA public disclosure amounts to ₹ 3,676.07 Crore
Out of the above, demand notices pertaining to a set of products being Norfloxacin, Ciprofloxacin, Salbutamol and Theophylline were challenged by the Company (i) in the Honourable Bombay High Court on the ground that bulk drugs contained in the said formulations are not amenable to price control, as they cannot be included in the ambit of price control based on the parameters contained in the Drug Policy, 1994 on which the DPCO, 1995 is based and (ii) in the Honourable Allahabad High Court on process followed for fixation of pricing norms. These Petitions were decided in favour of the Company and the matters were carried in appeal by the Union of India to the Honourable Supreme Court of India. The Honourable Supreme Court in its judgment of 1[st] August, 2003 remanded the said writ petitions to the Honourable Bombay High Court with directions that the Court will have to consider the petitions afresh, having due regard to the observations made by the Honourable Supreme Court in its judgment. On the Union of India filing transfer petitions, the Honourable Supreme Court ordered transfer of the said petitions to the Honourable Bombay High Court to it for being heard with the appeal filed against the Honourable Allahabad High Court order. Subsequently, in its order of 20[th] July, 2016 the Honourable Supreme Court recalled its transfer order and remanded the petitions to Honourable Bombay High Court for hearing. While remanding the matter to Honourable Bombay High Court, the Honourable Supreme Court directed Cipla to deposit 50% of the overcharged amount with the NPPA as stated in its order of 1[st] August, 2003 which at that point of time was ₹ 350.15 Crore. Complying with the directions passed by the Honourable Supreme Court, Cipla has deposited an amount of ₹ 175.08 Crore which has been received and acknowledged by NPPA. Furthermore, the Company has not received any further notices in these cases post such transfer of cases to Honourable Bombay High Court. Meanwhile, the Honourable Supreme Court of India vide its Order and Judgment dated 21[st] October, 2016, allowed the Appeals filed by the Government against the Judgment and Order of the Honourable Allahabad High Court regarding basis of fixation of retail prices. The said order was specific to fixation of retail prices without adhering to the formula/process laid down in DPCO, 1995. However, the grounds relating to inclusion of certain drugs within the span of price control continues to be sub-judice with the Honourable Bombay High Court.
The Honourable Bombay High Court had, in expectation of NPPA filing its counter-statement on status of each petitioner’s compliance with the 2003 and 2016 Honourable Supreme Court orders (on deposit 50% of amount demanded), re-scheduled the hearing for 5[th] June, 2019, but the same was not listed on that date. The Company had filed amendment applications before the Honourable Bombay High Court to incorporate the effect of a ruling by the Honourable Supreme Court of India to adjust trade margins of 16% from outstanding demands as not accrued to the manufacturers and to re-calculate interest from date of non-payment of demand within the time period stated in each demand. The said amendment also places certain additional grounds on record. The Honourable Bombay High Court issued notice to Union of India and NPPA on the amendment applications and set 25[th] January, 2021 for further hearing but the case was not listed due to the COVID-19 lockdown and the next date is awaited.
The Company has been legally advised that it has a substantially strong case on the merits of the matter, especially under the guidelines/principles of interpretation of the Drug Policy enunciated by the Honourable Supreme Court of India. Although, the decision of Honourable Supreme Court dated 21[st] October, 2016 referred above was in favour of Union of India with respect to the appeals preferred by the Government challenging the Honourable Allahabad High Court order, basis the facts and legal advice on the matter sub-judice with the Honourable Bombay High Court, no provision is considered necessary in respect of the notices of demand received till date aggregating to ₹ 1,736.00 Crore. It may be noted that NPPA in its public disclosure has stated the total demand amount against the Company in relation to the above said molecules to be ₹ 3,281.31 Crore (after adjusting deposit of ₹ 175.08 Crore), however, the Company has not received any further notices beyond an aggregate amount of ₹ 1,736.00 Crore.
In addition, Company had made provision of ₹ 109.42 Crore as of 31[st] December, 2020 for products not part of the referenced writ proceedings. Further, no new recovery notices were received by the Company in the last quarter, thus not requiring any fresh cases to be filed by the Company in that regard. Due to COVID-19, courts are hearing only urgent cases, hence the writs that are pending will be heard is due course.
- The paid-up equity share capital stands increased to ₹ 161.29 Crore (80,64,55,229 equity shares of ₹ 2 each) upon allotment of 1,17,773 equity shares of ₹ 2 each pursuant to "ESOS 2013-A" during the quarter ended 31[st] December, 2020.
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The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including how it will impact its customers, employees, vendors and business partners. The management has exercised due care, in concluding on significant accounting judgements and estimates, inter-alia, recoverability of receivables, assessment for impairment of investments, intangible assets, inventory, based on the information available to date, both internal and external, while preparing the Company's financial results for the quarter and nine months ended 31[st] December, 2020.
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The Company elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognised provision for Income tax and deferred tax for the quarter and nine months ended 31[st] December, 2020 using the new rates.
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The Board in its meeting held on 29[th] January, 2021 has approved a draft scheme of arrangement (Scheme) which entails demerger of the US business undertaking (Demerged Undertaking 1) of Cipla Limited (Demerged Company) into its wholly-owned subsidiary, Cipla BioTec Limited (Resulting Company 1) and consumer business undertaking (Demerged Undertaking 2) of Cipla Limited into its wholly-owned subsidiary, Cipla Health Limited (Resulting Company 2) pursuant to Sections 230 to 232 and the other relevant provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Scheme would be subject to the receipt of requisite approvals including from the National Company Law Tribunal, BSE Limited, National Stock Exchange of India Limited and Securities and Exchange Board of India, the shareholders and/or creditors of the Demerged Company, Resulting Company 1 and Resulting Company 2.
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The results for the quarter and nine months ended 31[st] December, 2020 are available on the Company’s website i.e. www.cipla.com under Investor Information section and on the stock exchange websites i.e. www.bseindia.com and www.nseindia.com.
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The above results have been reviewed and recommended to the Board of Directors by the Audit Committee and subsequently approved by the Board of Directors at its meeting held on 29[th] January, 2021. These results have been subjected to Limited review by Statutory auditors who have expressed an unqualified opinion.
By order of the Board For CIPLA LIMITED
Digitally signed by UMANG VOHRA DN: c=IN, o=Personal, pseudonym=1e91666a440a865b42c 02d46f7796e1462d703083ab9b40ba UMANG 94b9d7ceba63655, postalCode=400034, st=MAHARASHTRA, serialNumber=465cbf325935ae9e62 VOHRA 837920a0b2bef6107d897727de8ea2dfea8d1931e2e9d6, cn=UMANG VOHRA Date: 2021.01.29 16:30:23 +05'30'
Mumbai 29[th] January, 2021
Umang Vohra Managing Director and Global Chief Executive Officer
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