Zydus Lifesciences Limited (ZYDUSLIFE) Earnings Call Transcript & Summary

Thank you. I now hand over the proceedings to Mr. Pankaj Patel, Chairman of the company.

Good morning, ladies and gentlemen. I welcome you all to the second extraordinary general meeting of the members of the company of the financial year '21/'22. Requisite quorum being present, I call the meeting to order. Before we start, formal proceeding of EOGM on behalf of the company and the shareholders, I would like to thank you all, all the COVID-19 warriors: that is doctors, medical staff, frontline officers, police authorities, employees of our company and many others in their immense support in managing the situation and helping the country in battling the pandemic. Due to COVID-19 pandemic and to maintain social distancing norms, the company is conducting the EOGM through [ video ] and other audiovisual means as allowed by MCA and SEBI with their various circulars. I hope all of you are safe and in good health. I now request the Director and the CFO of the company to introduce themselves.

Yes. Good morning. I am Nitin R. Desai, Independent Director of the company, and participating from Pune.

I am Mukesh Patel. I'm a Non-Independent Director, Non-Executive Director of the company, participating from my office at Ahmedabad.

Good morning, I'm Dharmishta Rawal, I'm Independent Director and participating in the meeting from my residence at Ahmedabad.

I'm Apurva Diwanji, Independent Director of the company, and I'm participating in this meeting from Mumbai.

I'm Bhadresh Shah, Independent Director of the company, attending the office -- from our office in Ahmedabad.

I am Sharvil Patel, Managing Director of the company, and I am participating from Ahmedabad.

Good morning. I am Ganesh Nayak, Executive Director. I'm attending this meeting from my office at the Zydus Corporate Park in Ahmedabad, Gujarat.

Good morning. I'm Nitin Parekh, Chief Finance Officer of the company, participating in this meeting from our office in Ahmedabad.

Thank you for introducing all the Directors. We take on record the presence of Mr. Rajesh Hiranandani, Partner, Deloitte Haskins & Sells LLP, Chartered Accountants, [indiscernible]; and Mr. Manoj Hurkat, Secretary Auditor of the company in this EOGM. This EOGM of the company is being [ conducted ] in accordance with the notice of EOGM dated January 21, [ 2022 ]. We now commence the business of the meeting. A representation under Section 113 of the Companies Act 2013 of a total of 76.6399434 crore shares, aggregating to 74.86% of the total share capital have been received. In according -- in accordance with the MCA and SEBI circulars, [indiscernible] ongoing COVID-19 pandemic, the notice of this EOGM in e-mail to all members and all others entitled to receive the same, and I propose that notice be taken as read. I would now request the Company Secretary, Mr. Dhaval Soni, to brief the members about the voting procedures and take you through the resolutions.

Thank you, Chairman, sir. I would like to inform that the company has taken necessary steps as per the circulars issued by MCA and SEBI, to ensure maximum participation and to provide equal opportunity to the members in the voting. Pursuant to Regulation 44 of the Listing Regulations, 2015, and provisions of Section 108 of the Companies Act 2013 and rules made thereunder, the company has provided facilities to the members to cast their votes through remote e-voting. The detailed procedure and instructions for casting votes by the members through electronic means were prescribed in the notice. The company had fixed 11th February '22, as the cutoff date for deciding the names of the members entitled to cast their votes through remote e-voting as well as during this meeting. The members holding shares as on 11th February '22, shall only be allowed to exercise their votes in this meeting. The remote e-voting period commenced at 9:00 a.m. on Tuesday, February 15, '22, and closed at 5:00 p.m. on Thursday, 17th February '22. The company has utilized the e-voting platform of CDSL. The remote e-voting module was blocked and disabled at 5:00 p.m. on 17th February '22. I request the members who have cast their votes through remote e-voting, not to cast their votes again through e-voting during this general meeting. The e-voting facility is available through the EOGM proceedings through the same login. The icon of e-voting is available on the screen, which will redirect you on a separate window to the e-voting portal of CDSL. The e-voting facility has been activated since 10:00 a.m. and will be closed 15 minutes post the conclusion of this general meeting. The special business resolution prescribed in the notice of general meeting shall be passed at this general meeting through e-voting and the resolution shall be declared passed after adding the votes cast by the members through remote e-voting. Pursuant to provisions of Section 109 of the Companies Act 2013, Mr. Manoj Hurkat, Practicing Company Secretary has been appointed as the scrutinizer to conduct the e-voting process in a fair and transparent manner and submit his report to the Chairman. Mr. Manoj Hurkat is also appointed as the scrutinizer for remote e-voting. As per the notice of the general meeting, there are total 3 special businesses to be transacted at this meeting, which are: #1, change in the name of company from Cadila Healthcare Limited to Zydus Life Sciences Limited; second resolution is the consequent alteration in the memorandum of association and articles of association of the company; and the third resolution is pertaining to the reappointment of Dr. Sharvil P. Patel, holding DIN: 00131995, as the Managing Director of the company for a further period of 5 years. For this third resolution pertaining to reappointment of Dr. Sharvil Patel as the Managing Director, Shri. Mukesh Bhai Patel would be considered as the chairperson. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors has reappointed Dr. Sharvil Patel as the Managing Director of the company for a further period of 5 years. His brief profile forms a part of the notice of this general meeting. The company has received a notice under Section 160 of the Companies Act 2013 from a member proposing the name of Dr. Sharvil Patel as the Managing Director of the company. The members who have exercised their voting rights through remote e-voting are once again requested not to cast their votes during this meeting. If any such member exercises his voting rights through e-voting during this meeting, his e-voting will not be considered for counting the number of votes as the votes are already considered in the remote e-voting. Once the report of the scrutinizer is received, the Chairman will declare the decision of the members on each business transacted by the members through e-voting during this general meeting, adding thereto the votes cast by the members through remote e-voting. The results of the voting together with the scrutinizer's report will be placed on the company's website at the earliest, but within the statutory time limit prescribed under the law. The results of the voting will also be filed with the BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the company are listed. Members may visit the website of the company or the website of the stock exchanges that is BSE Limited and the National Stock Exchange. Sir, you can please carry on.

Yes. Thank you, Dhaval. As you all must be aware, through the -- though the name of the company, Cadila Healthcare Limited, the company is largely known, well-established and reputed as Zydus [indiscernible] industry across the globe. The management thought it would be prudent to include the word, Zydus, in the name of the company and to capitalize and enhance its [indiscernible] and reputation. Hence, the company proposes to change the name of the company from Cadila Healthcare Limited to Zydus Life Science Limited. The Board of Director of the company at this meeting held on 21st [ January ] is subject to approval of these members of the company by way of special resolution and approval of statutory and regulatory and government authority as may be required under the applicable law, approved the change of name of the company from Cadila Healthcare Limited to Zydus Life Science Limited and [indiscernible] amendment to the memorandum of association and articles of association of the company. Over to you Mukesh.

Well friends, we have the resolution in regard to the appointment of Dr. Sharvil Patel as the Managing Director. As you are all aware, Dr. Sharvil Patel has during his entire term as Managing Director, shown an outstanding performance and has ensured that the company, particularly during the past 5 years, has shown a phenomenal progress. And therefore, the Board of Directors was extremely happy to propose his appointment -- reappointment as the Managing Director for a fresh term of 5 years on the basis of the terms that have been proposed in the resolution today. Particularly, during this entire tenure of COVID-19, I think the company has received a very promising recognition in terms of its outstanding contribution, particularly on the vaccine -- COVID vaccine front and ZyCoV-D as you know, right from the Honorable Prime Minister to almost all global agencies received the wide appreciation and recognition. So the entire Zydus team, led by the Chairman, Pankaj Bhai Patel and the Managing Director, Dr. Sharvil Patel along with the team. I'd also like to make a mention of the Executive Director, Shri Ganesh Nayak, and all the scientists and the entire research and development team of Zydus. I think they all need to be greatly applauded for the wonderful work they have done. So I'm very happy to propose the -- Dhaval has any of the shareholders shown their desire to speak on this particular resolution?

Sir, we will come to the speaker shareholders in due course, sir?

So I place this for the approval. And of course, it has been put to voting, but I am very delighted to extend my greetings to Sharvil Bhai. And to Pankaj Bhai, I would say that on this very historic occasion when the company that is Cadila Healthcare is changing its name rightfully to Zydus Life Sciences. I think this is the time when we are entering into a new era of the entire healthcare and life sciences world. And we will be perhaps, the first listed company with this very unique name. So I would like to also take this opportunity to wish you, Pankaj Bhai as Chairman, you have led the company from the front all along, all the very best on this occasion. Thank you.

Thank you, Mukesh Bhai. Now I invite members who have pre-registered to post their questions, if any. I request you all not to repeat the same question as raised by fellow members. I would like to make all efforts, and we will all make all efforts to answer all queries, but any questions remaining unanswered, you may please send the queries via e-mail to the company secretary and we shall revert [indiscernible]. I would now request Company Secretary to call out the names of the speaker shareholders and would request to unmute the speakers and allow the video.

Thank you, Chairman, sir. The link to join the general meeting was sent to the shareholders on 21st of January '22, who had requested to preregister before 7 days of the general meeting. Please note that there is a restriction of 5 minutes per speaker shareholder to speak during this meeting. We would make every effort to answer all the queries. But if any question remains unanswered, you may please send in your queries to me. The shareholders who have not registered as a speaker shareholder, and would still like to have their questions or queries answered, please send an e-mail to me. We shall suitably replay to all. We will take the questions from all the speaker shareholders and then reply to the questions together. We invite the first speaker shareholder, Mr. Yusuf Rangwala, to speak. I have been informed by the coordinator that Mr. Yusuf Rangwala is not present in this meeting. So we will now move on to the second speaker shareholder, [ Mr. Shripal Monath ]. He's also -- the coordinator has also informed that Mr. Shripal Monath is also not present in this meeting. So now I once again hand over the proceedings back to Chairman, sir.

Thank you, members for participating into the EOGM. I will now -- there are no questions rest, so there is no need to respond to any of the questions. However, you're free to send any questions at all to the company Secretary. Over to Dhaval.

Those members who have still not cast their votes may do so through the CDSL e-voting facility available in the same portal. The e-voting shall close in another 15 minutes. Ladies and gentlemen, I would like to place on record my appreciation and gratitude for the support and cooperation received from the government authorities, regulatory authorities, bankers, customers and all other stakeholders. I also thank all the Zydans for their tremendous support in this testing time. The EOGM is now concluded. I thank you all for being with us today. As informed in the beginning of the meeting, the combined voting results will be displayed on the company's website and communicated to BSE Limited and National Stock Exchange of India Limited. Please continue practicing social distancing and stay safe. I wish and pray for safety and well-being of you and your family. Thank you so much.

Thank you.

Thank you.

Thank you.

Congratulations.

Congratulations, sir.

Congratulation, Zydus Life Science. And of course, the executive director, our charming Ganesh.

Congratulations, Dr. Sharvil Patel for the next 5 years.

Thank you.