Zydus Wellness Limited · NSE:ZYDUSWELL
Zydus Wellness — Investor Presentation
44 slides from Zydus Wellness's investor presentation
Slide 1: Familiarization: A presentation to Independent Directors (Part 1)
Familiarization A presentation to Independent Directors of Zydus Wellness Limited (Part -1)
Slide 2: Why this presentation
Why this presentation: Though there is no requirements under the Companies Act, 2013 and Rules made thereunder, clause 49 [II][B][7] of the Listing Agreement provides that “the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company,
Slide 3: Outline of the Presentation
Outline of the Presentation: These presentation covers the following: • Roles of the Independent Directors, • Responsibilities of the Independent Directors, • Nature of Industry in which the Company functions , • Brief on Company, • Company’s manufacturing facilities, • Business model of the Company
Slide 4: Building effective board governance
Building effective board governance: Defining Key Board Roles: • Board Chairman, • Chief Executive Officers – MD, • Board Directors –Non-Executive Directors and Independent Directors. Putting in place Board governance : • Board committees to support decision process, • Supporting functions to regula
Slide 5: Board Governance Framework
Board Governance Framework: Shareholders Information and Communication Board operations Operations Board of Board of Directors • Strategies, objectives and value creation Chairman Board Strategy Key Areas of Responsibility Meetings Corporate Policies & Procedures Corporate Secretary Board Governance
Slide 6: Chairman functions
Chairman A leader of the Company: Primary role: • Provide overall leadership to the board, lead the management team and reporting to the Board. Functions : • Principal link between board and management team, • Responsible for Board Agenda and work plan, • Work with board committee Chairpersons, • In
Slide 7: Roles of Independent Directors
Roles of Independent Directors: Independent judgment on Company’s strategy, performance, risk management, resources, key appointments and standards of conduct, Objective view in the evaluation of the performance of the Board and Management, Scrutinize the performance of the management in meeti
Slide 8: Responsibilities and Duties 1/2
Responsibilities and Duties : 1/2 Induction of an appropriate person as a member on the Board, Update and refresh skills, knowledge and familiarity with the Company regularly, Seek clarifications or amplifications on any matter, Take and follow appropriate professional advice and opinion of
Slide 9: Responsibilities and Duties 2/2
Responsibilities and Duties : 2/2 Ascertain and ensure that the Vigil Mechanism is functional and person uses it is not prejudicially affected, • Report concerns about unethical behavior, actual or suspected fraud, or Company Code of Conduct or ethical policy, • Avoid disclosing of any confidentia
Slide 10: Industry in which Company functions
Industry in which Company functions: Zydus Wellness Limited, a subsidiary of Cadila Healthcare Limited, a flagship Company of Zydus Cadila Group of Companies is engaged in the business of manufacturing, marketing and distribution of Consumer Products. The business of the Company falls under “Consu
Slide 11: Important milestones
Important milestones: Sr. Year Milestones No. 1. 1994 The Company was incorporated. 2. 2006 Cadila acquired majority stake in Carnation Nutra Analogue Foods Limited [Name Changed to Zydus Wellness Limited w.e.f. 5th January, 2009] 3. 2009 • Consumer Products Division of Cadila [SugarFree and EverYut
Slide 12: Manufacturing facilities of Company and partnership firm
Manufacturing facilities of Company and partnership firm: Sr. Location Address Remarks No. 1. Moraiya, Taluka Sanand, 7A, 7B & 8, Saket ISO 22000:2005 certified for District Ahmedabad Industrial Estate, Sarkhej Food Safety Management Bavla Road, Village System and ISO 14001:2004 Moraiya, Taluka Sana
Slide 13: Shareholding Pattern of Zydus Wellness Limited
Shareholding Pattern of Zydus Wellness Limited: Issued, Subscribed and Fully paid-up capital [3,90,72,089 Equity Shares of Rs. 10/- each.] Promoters Holding Public 72.54% 27.46% 1. Foreign Institutional Investors [FIIs] 8.81% 2. Bodies Corporate 3.74% 3. Insurance Companies 4.41% 4. Mutual Funds 1.4
Slide 14: Business model of the Company
Business model of the Company: • Operations: a. The Company has two main strategic business divisions (i.e. two profit centers) i.e. Consumer Product Division and Nutralite Division. SugarFree, EverYuth and Actilife brands fall under the Consumer Product Division. b. Both the divisions have their ow
Slide 15: Compliance / disclosures 1/2
Compliance / disclosures: 1/2 • The Company provides regular intimation to the Stock Exchange about various events taking place in the Company, which are material in nature. • The Company makes all statutory disclosures in its Annual Report and considers the views and observations of all Independent
Slide 16: Compliance / disclosures 2/2
Compliance / disclosures: 2/2 • The Audit Committee has appointed independent internal auditors and their reports on observations are presented and discussed at length at every Audit Committee meeting. The audit programs of internal auditors are finalized after taking into consideration the areas pr
Slide 17: Internal Control System
Internal Control System: • Organisation-wide SOPs and policies to govern and control various operations • Strong IT systems – SAP, in-house developed automated workflows • Regular audit of internal controls and adherence to the SOPs and policies – by external independent auditors (KPC) and internal
Slide 18: Thank You!
Thank You! 18
Slide 19: Familiarization: A presentation to Independent Directors (Part 2)
Familiarization A presentation to Independent Directors of Zydus Wellness Limited (Part 2)
Slide 20: Why this presentation?
Why this presentation ? Regulation 25(7)-SEBI Listing Regulations, 2015 Mandatory for every listed company to familiarize the Independent Directors through various programmes about the listed Company, including their roles, rights, responsibilities in the Company, nature of industry in which the Com
Slide 21: Outline of the Presentation
Outline of the Presentation This presentation covers- • Roles of the Independent Directors, • Responsibilities of the Independent Directors, • Nature of industry in which the Company functions, • Brief details about the Company, its subsidiaries and JVs, • Company’s manufacturing facilities, • Busin
Slide 22: Board Governance Framework
Board Governance Framework: Shareholders Information and Communication Board of Board of Directors Board operations Operations Strategies, objectives and value creation Chairman Board Strategy Key Areas of Responsibility Meetings Corporate Policies & Procedures Company Secretary Board Governance Ins
Slide 23: Roles of Independent Directors
Roles of Independent Directors: (for information) Independently judge Company’s strategy, performance, risk management, resources, key appointments and standards of conduct, Objectively evaluate the performance of Board and Management, Scrutinizing performance of management in meeting agreed g
Slide 24: Responsibilities and Duties 1/2
Responsibilities and Duties : (for information) 1/2 Induct appropriate persons as members on Board, Update and refresh skills, knowledge and familiarity with Company regularly, Seek clarifications or explanations on any matter, Take and follow appropriate professional advice and opinion of o
Slide 25: Responsibilities and Duties 2/2
Responsibilities and Duties : (for information) 2/2 Ascertain and ensure that Vigil Mechanism is functional and person using it, is not prejudicially affected, Report concerns about unethical behavior, actual or suspected fraud, or Company Code of Conduct or ethical policy, Avoid disclosure of
Slide 26: Industry in which Company functions
Industry in which Company functions: Established in 1988, Zydus Wellness Limited is a leading consumer wellness company with an Indian heritage and a global footprint. we have seven leading brands in our portfolio, namely Complan, Sugar Free, Glucon-D, Everyuth, Nycil, Sugarlite and Nutralite. w
Slide 27: Corporate restructuring since 2015
Corporate restructuring since 2015 (change in capital, merger, acquisition / takeover, etc.): Sr. Year Particulars No. 1. 2015 - 2018 • No Major Changes or Corporate Action taken by the Company between 2015 and 2018. 2. 2019 • The Company Jointly with Cadila Healthcare Limited (Parent Company) acqui
Slide 28: Major financial activities (since 2015)
Major financial activities (since 2015) Sr. Year Particulars No. 1. 2019 • To fund HIPL acquisition, ZWL issued shares through pref. issue (Rs. 2,575 crores) and NCDs (Rs. 1,500 crores) 2. 2020 • Raised funds in ZWL-Rs. 350 crores through pref. issue and Rs. 650 crores through QIP • Bought back NCDs
Slide 29: Major compliance activities (since 2015)
Major compliance activities (since 2015) Sr. Year Particulars No. 1. 2018 • Commenced e-voting facility at the venue of AGM 2. 2020 • Due to Covid pandemic and as permitted by MCA, held Annual General Meetings through Video Conference
Slide 30: Manufacturing facilities in India
Manufacturing facilities in India: (added after 2015) Sr. Location Address Remarks No. 1. Nutralite 7A, 7B & 8, Saket Industrial Estate, Manufacturing of Nutralite Plant, Sarkhej Bavla Road, Ahmedabad, Fat Spread, Mayo, Choco Ahmedabad Moariya, Ahmedabad. Spread, Sugarfree Dlite. 3. Aligarh, Plant Z
Slide 31: Manufacturing facilities in India
Manufacturing facilities in India: (added after 2015) Sr. Location Address Remarks No. 3. Sikkim – Unit Plot No. 26, 27, 28, 30 & 37, Near Manufacturing of Everyuth, -I Mamrang Power House, Mamrang Sugarfree, Nycil Hand Block, Namthang Elakha, Namchi, Sanitizer South Sikkim–737 132. 4. Sikkim – Unit
Slide 32: R & D units in India
R & D units in India: Sr. Location Address Remarks No. 1. Research Centre Plot No. R-552,TTC MIDC, Rabale R&D Navi Mumbai-400701 Maharashtra Centres
Slide 33: Process Flow - Spreads
Process Flow - Spreads Oil Issue of RM & PM Recipe Qty of RPO, Charging of minor to production PKO Mixing ingredients Disc filter of 18 mesh and magnetic trap Intermediate storage tank Emulsion Tank Perfector (cooling Wrapping machine Primary packing Dispatch of FG below 10 deg C Transfer of CB in c
Slide 34: Manufacturing units in India
Manufacturing units in India (added after 2015): Aligarh Sikkim Ahmedabad Sitarganj
Slide 35: Product Portfolio & Locations
Product Portfolio & Locations Sampriti Ghee (Milk Processing) Everyuth Aligarh Sugarlite Sikkim Sugarfree Glucon D Nycil Hand Sanitizer Nutralite Fat Spread Complan Nutralite Mayo Sitarganj Ahmedabad Nutralite Glucon-D Choco Spread Sugarfree Dlite Products are also sourced from third party manufactu
Slide 36: Certifications / Awards – By Location
Certifications / Awards – By Location • FSSC 22K Version 5.0 certified from Bureau Veritas Aligarh • National Award for Manufacturing Competitiveness – Silver Medal • FSSC 22K Version 5.0 certified from Bureau Veritas Ahmedabad • National Award for Manufacturing Competitiveness – Gold Medal • ISO 22
Slide 37: Shareholding Pattern of Zydus Wellness Limited
Shareholding Pattern of Zydus Wellness Limited: Issued, Subscribed and Fully paid-up capital [6,36,32,144 Equity Shares of Re. 10/- each.] Promoters Holding Public 64.82% 35.18% 1. Foreign Portfolio Investors [FPIs] 1.60% 2. Alternate Investment Funds 13.62% 3. Insurance Companies 1.04% 4. Mutual Fu
Slide 38: Indian subsidiary Companies 1/3
Indian subsidiary Companies (added after 2015): 1/3 Sr. Name of the Indian Subsidiary Nature of activity No. 1. Zydus Wellness Products Limited, WOS of Zydus Wellness Limited (ZWL). ZWPL is Ahmedabad (ZWPL) engaged in the business of manufacturing and marketing of consumer products. 2. Liva Nutritio
Slide 39: Overseas subsidiary Companies
Overseas subsidiary Companies: (added after 2015) Sr. Name of the Foreign Subsidiary Nature of activity No. 1. Zydus Wellness International WOS of ZWL, engaged in trading of consumer DMCC, Dubai products in UAE.
Slide 40: Business model of the Company
Business model of the Company: • Operations: a. The Company has two main strategic business divisions (i.e. two profit centers) i.e. Consumer Product Division and Nutralite Division. SugarFree, EverYuth and Actilife brands fall under the Consumer Product Division. b. Both the divisions have their ow
Slide 41: Compliance / disclosures 1/2
Compliance / disclosures: 1/2 • The Company provides regular intimation to the Stock Exchanges about various events taking place in the Company, which are material in nature. • The Company makes all statutory disclosures in its Annual Report and considers the views and observations of all Independen
Slide 42: Compliance / disclosures 2/2
Compliance / disclosures: 2/2 • The Audit Committee has appointed firm of independent internal auditors and their reports on observations are presented and discussed at length at every Audit Committee meeting. The audit programs of internal auditors are finalized after taking into consideration the
Slide 43: Internal Control System
Internal Control System: • Organisation-wide SOPs and policies to govern and control various operations • Strong IT systems-SAP, in-house developed automated workflows • Regular audit of internal controls and adherence to the SOPs and policies-by external independent auditors (E&Y) and internal team
Slide 44: Thank You!
Thank You! 26