Statement Of Directors’ Responsibilities The Companies Act, 2012 requires the directors to prepare financial statements for each financial year, which give a true and fair view of the state of the financial affairs of the Company as at the end of the financial year and of its operating results for that year. It also requires the directors to ensure that the Company keeps proper accounting records, which disclose with reasonable accuracy at any time the financial position of Cipla Quality Chemical IndustriesCIPLA Limited QUALITY (“the Company”). CHEMICAL They INDUSTRIES are also responsible LIMITED for safeguarding the assets of the Company. ANNUAL REPORT The directors are ultimately responsible for the internal control of the Company. The directors delegate responsibility for internal control to management. Standards and systems of internal control are designed and implemented by management to provide reasonable assurance as to the integrity and reliability of the financial statements and to safeguard, verify and maintain accountability of the Company’s assets. These systems and controls include the proper delegation of responsibilities within a clearly defined Accessframework, effective accounting to procedures affordable and adequate segregation of duties. The directors accept responsibility for the financial statements for the year ended 31 March 2020, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates in conformity with International Financial Reporting Standards and in the manner qualityrequired by the Companies Act,healthcare 2012. The directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the Company and of its operating results. The directors further accept responsibility for the maintenance of accounting records which may be relied manufacturedupon in the preparation of financial statements, as well as adequatein systemsAfrica of internal financial control. Nothing has come to the attention of the directors to indicate that the Company will not remain a going concern for at least the next twelve months from the date of this statement. The financial statements on pages 11 to 49, which have been prepared on the going concern basis, were approved by the Board of Directors on ________________and signed on its behalf by: _________________________ _____________________________ Director Director ____________________ 2020 ____________________ 2020 Place:___________________ Place:___________________ AnnualAnnual ReportReport 2019/20202019/2020 611 E. Directors’ Interest In Shares TableAs at 31 March of2020, theC followingon directorstents held a direct interest in the Company’s share capital as reflected in the table below: Director Number of shares % Mr. Emmanuel Katongole 101,933,042 2.7912 Introduction Chairman’s CEO’s Report Mr. George William Baguma Statements 101,933,042 2.7912 Mr. Nevin J Bradford 157,000 0.0043 Mr. Stevens Mwanje 19,400 0.0005 204,042,484 5.5872 Our Guiding Product Regulatory Principles Portfolio Approvals F. Auditors The auditors, Grant Thornton Certified Public Accountants, have expressed their willingness to continue in office in accordance with section 167 (2) of the Companies Act, 2012. G.Operational Subsequent Events Production Financial Highlights Achievements Highlights The directors are not aware of any matter or circumstance which is material to the financial affairs of the company, which has occurred between 31 March 2020 and the date of approval of the financial statements, that has not been otherwise dealt with in the financial statements. By Order of the Board Our People Sustainability Corporate Governance Report Statement ______________________________________ COMPANYBoard of SECRETARY Leadership Financial Directors Team Statements _____________________2020 AGM Notice Proxy Form 2 2 AnnualAnnual ReportReport 2019/2020 2019/2020 Cipla Quality Chemical Industries Limited, Plot 1-7, 1st Ring Road, Luzira Industrial Park, P.O Box 34871, Kampala-Uganda, Telephone: +256 312 341 100, Email: [email protected]. [529153634] E.to fulfil Directors’ its responsibility Interest Infree Shares of interference but It comes up with and reviews the viability of any ensuring accountability through reports to the business proposals for CiplaQCIL. board,As atat 31least March on a 2020, quarterly the followingbasis. directors held a direct interest in the Company’s share capital as reflected in the table below: Board Committees (iv) Finance Committee Director Number of shares % Board committees facilitate in-depth, efficient The objective of this Committee is to assist the consideration of issues applying director Board in the discharge of its financial oversight expertise to specific areas. The committees role to ensure the company remains financially considMr. erEmmanuel in detail mattersKatongole mandated to them by sound.101,933,042 2.7912 documented Terms of Reference, considering reporMr.ts Georgefrom ma Williamnagemen Bagumat or from experts at 101,933,042 2.7912 quarterly committee meetings. Each committee (v) Communications Committee is gMr.over Nevinned by J Bradforda Committee Charter which is 157,000 0.0043 reviewed annually to ensure it remains relevant The objective of this Committee is to provide in lineMr. wiStevensth the Mwanjelegal, regulatory framework, guidance19,400 on development of the Company 0.0005 governance best practices and trends in the Communications Strategy and oversee its business environment. The committees report 204,042,484implementation. 5.5872 to the Board with recommendations for Board consideration and approval where required. Board Meetings F.TheAuditors Board is comprised of five standing committees as follows; Audit and Risk, Finance, The conduct of board meetings is done in The auditors, Grant Thornton Certified Public Accountants, have expressed their willingness to Nominations and Remuneration, Business strict adherence to the principles of good continue in office in accordance with section 167 (2) of the Companies Act, 2012. Development and Communications. corporate governance and in accordance with the Company’s Articles of Association and G. Subsequent Events Governance Charter. Substantive items requiring (i) Audit and Risk Committee deliberation are included on the Agenda which The directors are not aware of any matter or circumstance which is material to the financial The Audit and Risk Committee provides an together with supporting documentation is affairs of the company, which has occurred between 31 March 2020 and the date of approval oversight role, reviews, evaluates and makes circulated in advance to allow for members to of the financial statements, that has not been otherwise dealt with in the financial statements. recommendations to the Board on risk and internalize and provide sufficient input at the compliance management. The Committee also meeting. The agenda is informed by priority Byrevi ewOrders the ofeff ecthetiven Boardess of internal controls in decisions and discussions necessary to drive the place. business forward. A detailed report of the Committee is contained in The Board considers reports from the Board pages ------------- of this report. committees. Directors are provided with Board briefing papers containing management reports prior to each meeting scheduled to facilitate ______________________________________ director preparedness. Minutes are approved and signed at the meeting following the one for which COMPANY(ii) Nominations SECRETARY and Remuneration Committee they were captured as a record. A minute book is maintained and stored in a safe. The Nominations and Remuneration Committee provides an oversight role, reviews, evaluates and Ample time is allowed for debate and constructive makes recommendations to the Board in relation _____________________2020 discussion. Decisions are reached by consensus to the Board recruitments, induction, training, following discussion and debate. Constructive development and performance management, the challenge is encouraged. Company’s strategic planning and performance and the Company’s human capital framework. Management is kept accountable for agreed actions arising from the minutes through an action A detailed report of the Committee is contained in log updated with progress which is discussed at pages ------------- of this report. the Board meetings. The Board also approves an annual calendar and adheres to it. Attendance of meetings remained We(iii) Business are Developmentproud to Committee present our second annual very good in the past financial year with well- reportThe Business showcasing Development Committee our revi ewsustaineds and reasoned value absence creation of directors for health or travel advises the Board on strategy implementation reasons. journeyand any investment during opportunities FY 2019/2020.for the business. 604044 AnnualAnnual ReportReport 2019/20202019/2020 Table of Contents Statement Of Directors’ Responsibilities The Companies Act, 2012 requires the directors to prepare financial statements for each financial year, which give a true and fair view of the state of the financial affairs of the Company as at the end of the financial year and of its operating results for that year. It also requires the directors to ensure that the Company keeps proper accounting records, which disclose with reasonable accuracy at any time the financial position of Cipla Quality Chemical Industries Limited (“the Company”). They are also responsible for safeguarding