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DIRECTOR'S REPORT

Sun Pharmaceutical Industries Ltd.

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Market Cap. (₹) 96369.29 Cr. P/BV 2.33 Book Value (₹) 172.59
52 Week High/Low (₹) 617/345 FV/ML 1/1 P/E(X) 36.16
Bookclosure 28/08/2019 EPS (₹) 11.11 Div Yield (%) 0.68
Year End :2019-03 

Board's Report

The Directors take pleasure in presenting the Twenty-Seventh Annual Report and Company's Audited Financial Statements for the financial year ended March 31, 2019.

Financial Results

 

 

 

 

(Rs in Million)

 

Standalone

Consolidated

 

Year ended March 31,2019

Year ended March 31, 2018*

Year ended March 31, 2019

Year ended March 31, 2018*

Revenue from operations

103,032.1

90,062.5

290,659.1

264,894.6

Profit before exceptional item and tax

19,338.3

12,307.5

50,245.8

44,294.8

Exceptional Item

12,143.8

9,505.0

12,143.8

9,505.0

Profit before tax but after exceptional item

7,194.5

2,802.5

38,102.0

34,789.8

Tax expense:

 

 

 

 

- Current Tax

15.5

20.2

8,039.6

6,628.0

- Deferred Tax Charge / (Credit)

(987.0)

(274.1)

(2,030.8)

(62.1)

- Deferred tax charge / (Credit) - exceptional

-

-

-

2,544.5

Profit after tax

8,166.0

3,056.4

32,093.2

25,679.4

Profit after Tax but before Share in profit / (loss) of associates /joint ventures

-

-

32,093.2

25,679.4

Share of (loss) of associates / joint ventures [Net]

-

-

(14.6)

(254.4)

Profit for the year before non-controlling interests

 

 

32,078.6

25,425.0

Non-controlling interests

 

 

5,424.4

4,468.0

Profit for the year attributable to owners of the Company

-

 

26,654.2

20,957.0

Total other Comprehensive Income

1,837.4

566.9

16,799.9

5,232.5

Total Comprehensive Income for the year attributable to:

10,003.4

3,623.3

48,878.5

30,657.5

- Owners of the Company

10,003.4

3,623.3

42,054.1

25,711.8

- Non-Controlling Interest

-

-

6,824.4

4,945.7

Opening balance in Retained Earnings

120,370.0

124,860.0

319,777.0

309,250.9

Additions:

 

 

 

 

Amount available for appropriation

8,273.3

3,490.8

26,804.4

21,464.7

Less: Appropriations

 

 

 

 

Dividend on Equity Shares

4,791.6

7,977.4

4,791.6

7,977.4

Dividend Distribution Tax

5.6

3.4

984.9

1,624.0

Transfer to various Reserves:

- Capital redemption Reserve -

- Debenture redemption Reserve

-

 

(1,250.0)

(833.4)

- Capital reserve

-

 

 

 

- Buy-back of equity shares by overseas subsidiaries

-

 

2,013.1

2,168.1

- Adjustment on account of Ind AS 115

-

-

6,493.0

-

- Legal reserve

-

-

203.9

2.5

- General reserve

-

-

43.0

-

Closing balance in Retained Earnings

123,846.1

120,370.0

333,301.9

319,777.0

*Refer Note 56(11) of Standalone Financial Statements #Refer Note 66 of Consolidated Financial Statements

Dividend

Your Directors have recommended a dividend of Rs.2.75 (Rupees two and paise seventy five only) per equity share of Rs.1/- each [previous year Rs.2.00/- per equity share of Rs.1/- each] for the year ended March 31, 2019, subject to the approval of the equity shareholders at the ensuing 27th Annual General Meeting of the Company.

The dividend payout is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is provided as 'Annexure - A to this Report. The policy is also available on the website of the Company and can be accessed through the web link: http:// www.sunpharma.com/policies.

Changes in Capital Structure

During the year under review, the Company has allotted 11790 equity shares of Rs.1/- each under Sun Employee Stock Option Scheme - 2015 thereby the paid up share capital of the Company increased to Rs.2,399,334,970/- (Rupees Two Billion Three Hundred Ninety Nine Million Three Hundred Thirty Four Thousand Nine Hundred Seventy only) as on March 31, 2019.

Scheme of Arrangements

1. During the year, the Hon'ble National Company Law Tribunal of Gujarat at Ahmedabad had vide its Order dated October 31, 2018 sanctioned the Scheme of Arrangement among the Company and Sun Pharma Global FZE ("Transferor Company"), a wholly owned subsidiary of the Company and their respective members and creditors ("Scheme") whereby the Specified Undertaking (as defined in the Scheme) of Transferor Company stands demerged into the Company w.e.f. December 01, 2018 with appointed date being April 01, 2017. No consideration was paid pursuant to the Scheme.

2. During the year, the Board of Directors at its meeting held on May 25, 2018 had approved a Composite Scheme of Arrangement among the Company and Sun Pharma (Netherlands) B.V. (Transferee Company-1) and Sun Pharmaceutical Holdings USA Inc. (Transferee Company-2), wholly owned subsidiaries of the Company and their respective members and creditors ("Composite Scheme"), for demerger of Specified Investment Undertaking -1 (as defined in the Composite Scheme) of the Company into Sun Pharma (Netherlands) B.V. and Specified Investment Undertaking -2 (as defined in the Composite Scheme) of the Company into Sun Pharmaceutical Holdings USA Inc. The Hon'ble National Company Law Tribunal of Gujarat, at Ahmedabad ("NCLT") has vide its Order dated April 11, 2019 dispensed with convening of meeting of secured creditors of the Company and ordered to convene the meeting of equity shareholders and unsecured creditors of the Company on June 04, 2019 to approve the Composite Scheme with appointed date as April 01, 2017 or such other date as may be agreed between  the Transferee Company-1, Transferee Company-2 and the Company and approved by the NCLT. Pursuant to said Composite Scheme, no consideration shall be paid. This demerger shall enable the Company to address the risks and policies, ability to strategies the remaining business for long term growth, consolidation and creation of shareholder value, etc.

Extract of Annual Return

The extract of Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 ('the Act') in form MGT-9 is provided as 'Annexure - B' to this Report and is also made available on the website of the Company at https://www.sunpharma.com/investors/annualreports.

Subsidiaries/ Joint Ventures/ Associate Companies

The statement containing the salient features of the Financial Statements of the Company's subsidiaries/ joint ventures/ associate companies is given in Form AOC - 1, provided in Notes to the Consolidated Financial Statements, forming part of the Annual Report.

The highlights of performance of subsidiaries, joint ventures and associate companies and their contribution to the overall performance of the Company during the financial year is given under 'Annexure A to the Consolidated Financial Statements forming part of the Annual Report.

Details pertaining to companies that became subsidiaries/ joint ventures/associates and those that ceased to be the subsidiaries / joint ventures/associates of the Company during the year are provided in Note no. 39 of the Notes to the Consolidated Financial Statements, forming part of the Annual Report.

Directors and Key Managerial Personnel

Mr. Sailesh T. Desai and Mr. Kalyanasundaram Subramanian, Whole-time Directors of the Company retire by rotation at the ensuing 27th Annual General Meeting of the Company and being eligible offer themselves for reappointment.

During the year, Mr. Gautam Doshi was appointed as an Additional Independent Director of the Company with effect from May 25, 2018. Mr. Vivek Chaand Sehgal and Mr. Gautam Doshi have been appointed as Independent Directors of the Company for a term of 5 (five) years each effective from November 14, 2017 and May 25, 2018 upto November 13, 2022 and May 24, 2023 respectively by the members at the 26th Annual General Meeting of the Company held on September 26, 2018.

Pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the consent of the members by way of Special Resolution, was obtained at the 26th Annual General Meeting of the Company for continuation as Director beyond the age of seventy five years, of Mr. Israel Makov, Non-Executive Director and the Chairman of the Company, as he had attained an age of 79 years.

Mr. S. Mohanchand Dadha, Mr. Keki Mistry and Mr. Ashwin Dani, Independent Directors having completed second term of 2 (two) years of their respective appointments on the conclusion of the 26th Annual General Meeting of the Company, all the three aforementioned Independent Directors retired and ceased to be Directors of the Company w.e.f. the conclusion of the 26th Annual General Meeting of the Company held on September 26, 2018. The Board of Directors places on record their appreciation for contribution made by Mr. S. Mohanchand Dadha, Mr. Keki Mistry and Mr. Ashwin Dani during their tenure as Independent Directors of the Company.

Mr. Sudhir V. Valia has stepped down from the position of Whole-time Director of the Company w.e.f. May 29, 2019. However, he shall continue as a Non-Executive and Non-independent Director of the Company.

Appropriate resolutions for the re-appointment of the Directors are being placed for your approval at the ensuing 27th Annual General Meeting. Your Directors recommend the same for approval by the members at the ensuing 27th Annual General Meeting of the Company.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Listing Regulations.

In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

Remuneration Policy for Directors, Key Managerial Personnel and Other Employees and Criteria for Appointment of Directors

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws. The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy on remuneration of Directors, Key Managerial Personnel and other Employees.

The salient features of the Remuneration Policy of the Company are as under:

(A) Guiding Principles for remuneration: The Company shall remunerate all its personnel reasonably and sufficiently as per industry benchmarks and standards. The remuneration shall be commensurate to retain and motivate the human resources of the Company. The compensation package will, inter alia, take into account the experience of the personnel, the knowledge & skill required including complexity of his job, work duration and risks associated with the work, and attitude of the employee like positive outlook, team work, loyalty etc.

(B) Components of Remuneration: The following will be the various remuneration components which may be paid to the personnel of the Company based on the designation and class of the personnel.

a) Fixed compensation: The fixed salaries of the Company's personnel shall be competitive and based on the individual personnel's responsibilities and performance.

b) Variable compensation: The personnel of the Company may be paid remuneration by way of variable salaries based on their performance evaluation. Such variable salaries should be based on the performance of the individual against his short and long term performance objectives and the performance of the Company.

c) Share based payments: The Board may, on the recommendation of the Nomination and Remuneration Committee, issue to certain class of personnel a share and share price related incentive program.

d) Non-monetary benefits: Senior management personnel of the Company may, on a case to case basis, be awarded customary non-monetary benefits such as discounted salary advance / credit facility, rent free accommodation, Company cars with or without chauffer, share and share price related incentive, reimbursement of electricity and telephone bills etc.

e) Gratuity/group insurance: Personnel may also be awarded to group insurance and other key man insurance protection. Further as required by the law necessary gratuity shall be paid to the personnel.

f) Commission: The directors may be paid commission if approved by the shareholders. The shareholders may authorise the Board to declare commission to be paid to any director of the Board.

C) Entitlement: The authority to determine the entitlement to various components as aforesaid for each class and designation of personnel shall be as follows

Designation / Class

To be determined by

Director

Board of Directors on the recommendation of the Nomination and Remuneration Committee within the limits approved by the shareholders

Key Managerial Personnel and Senior Management

Board of Directors on recommendation of the Nomination and Remuneration Committee

Other employees

Human Resources Head

Note: For the purpose of this Policy, the term 'Senior Management' shall have the same meaning as defined under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

The complete Policy as approved by the Board is available on the website of the Company and can be accessed through the web link: http://www.sunpharma.com/policies.

Familiarisation programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme conducted are available on the website of the Company www.sunpharma. com and can be accessed through the web link: http:// www.sunpharma.com/policies.

Number of meetings of the Board

The Board of Directors of the Company met 5 (Five) times during the year under review on May 25, 2018; August 14, 2018; September 26, 2018; November 13, 2018 and February 12, 2019. The particulars of attendance of the Directors at the said meetings are provided in detail in the Corporate Governance Report, which forms a part of this Report. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations.

Evaluation of performance of the Board, its Committees and Individual Directors

During the year, the evaluation of the annual performance of individual Directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act, relevant Rules, and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations and based on the circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the criteria for the performance evaluation of the Board, its Committees and individual Directors as per the SEBI Guidance Note on Board Evaluation.

The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation for the performance of the Board as a whole and of the Committees were conducted by way of questionnaires.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance evaluation, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board. The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgement etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual

Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation and had exited the meeting for the said discussion. During the discussion in respect of performance of Mr. Dilip Shanghvi and Mr. Sudhir Valia, both Mr. Dilip Shanghvi and Mr. Sudhir Valia had exited the meeting.

The Chairman additionally interacted with each Director individually, for evaluation of performance of all Individual Directors and Mr. Dilip Shanghvi, along with other Directors had evaluated the performance of Mr. Israel Makov as the Chairman and as an Individual Director. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

Human Resources

We have more than 32,000 talented employee base spread across multiple geographies in various sales offices, R&D centers, 40 + manufacturing locations, Regional offices and Corporate office. We believe our employees are pivotal to all the initiatives that drive us to realise our future plans. Human Resource agenda encourages high performance culture with focus on Employee safety & welfare, Employee development & Productivity. Your Directors would also like to take this opportunity to express their appreciation for the dedication and commitment of the employees of the Company and look forward to their continued contribution.

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in 'Annexure - C to this Report. Further, the information pertaining to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the Registered office of the Company during business hours and pursuant to the second proviso to Section 136(1) of the Act, the Report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at Corporate office or Registered office address of the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D set ups & corporate office during the year under review. The Company has submitted the Annual Returns to the local authorities, as required under the above mentioned Act.

During the financial year ended March 31, 2019, three complaints pertaining to sexual harassment were received and the same were resolved by the Company. There are no complaints pending as at the end of the financial year.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Auditors

Statutory Auditors

S R B C & Co LLP, Chartered Accountants, (Firm's Regn. No. 324982E/ E300003), were appointed as the Statutory Auditors of the Company for a period of 5 (five) years at the 25th Annual General Meeting of the Company to hold office till the conclusion of the 30th Annual General Meeting of the Company.

The Auditor's Report for the financial year ended March 31, 2019, has been issued with an unmodified opinion, by the Statutory Auditors.

Secretarial Auditor

The Board had appointed KJB & Co. LLP, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2019. The Secretarial Audit Report in the Form No. MR - 3 for the year is provided as 'Annexure - D' to this Report. The Secretarial Audit Report for the year does not contain any qualification, reservation or adverse remark.

Cost Auditor

The Board has appointed Messrs B M Sharma & Associates, Cost Accountants, Pune (Firm's Registration No. 100537) as Cost Auditor of the Company for conducting Cost Audit in respect of Bulk Drugs & Formulations of your Company for the financial year 2019-20.

The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Act and accordingly, such accounts and records are made and maintained by the Company.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

Loans, Guarantees & Investments

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

Related Party Transactions

The policy on Related Party Transactions as approved by the Board is available on the website of the Company and can be accessed through the web link http://www.sunpharma.com/ policies. All contracts/arrangements/transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm's length basis.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act exceeding ten percent of the annual consolidated turnover as per the last audited financial statements are given in Form AOC-2 provided as 'Annexure - E' to this Report.

Audit Committee Composition

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

Risk Management

The Board of Directors has constituted a Risk Management Committee which is entrusted with the responsibility of overseeing various strategic, operational and financial risks that the organisation faces, along with the adequacy of mitigation plans to address such risks. The Corporate Governance Report, which forms part of this report, contains the details of Risk Management Committee of the Company. There is an overarching Risk Management Policy in place has been reviewed and approved by the Board.

The Company has developed & implemented an integrated Enterprise Risk Management Framework through which it identifies monitors, mitigates & reports key risks that impacts its ability to meet the strategic objectives. The Company's ERM framework is based on the recommendations by the Committee of Sponsoring Organisations (COSO) to further the organisation's endeavor to strengthen ERM framework and processes using best practices. The ERM team engages with all Function heads to identify internal and external events that may have an adverse impact on the achievement of Company's objectives and periodically monitors changes in both internal and external environment leading to emergence of a new threat/risk. These risks are captured in the form of a risk register with all the relevant information such as risk description, root cause and any existing mitigation plans. The risk register is refreshed annually. Risks are categorised into Strategic, Financial, Operational, Compliance& Reputational. ERM risk assessments covering Company's various businesses and functions are a key input for the annual internal audit program. During FY 2018-19, the ERM team focused on reviewing effectiveness of actions taken to mitigate certain business, cyber security and other operational risks.

Internal Financial Controls

The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

Global Internal Audit

An independent and empowered Global Internal Audit Function (GIA) at the corporate level carries out risk-focused audits across all businesses (both in India and overseas), to ensure that business process controls are adequate and are functioning effectively. These audits include reviewing finance, operations, safeguarding of assets and compliance related controls. Areas requiring specialised knowledge are reviewed in partnership with external subject matter experts.

GIA's functioning is governed by the Audit Charter, duly approved by the Audit Committee of the Board, which stipulates matters contributing to the proper and effective conduct of audit. The audit processes are fully automated on a 'SunScience' tool which integrates audit, Internal Financial Controls (IFC) and Enterprise Risk Management (ERM) modules.

The Company's operating management closely monitors the internal control environment and ensures that the recommendations of GIA are effectively implemented. The Audit Committee of the Board monitors performance of GIA, periodically reviews key findings and provides strategic guidance.

Corporate Social Responsibility

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee are available on the website of the Company and can be accessed through the web link: http://www.sunpharma.com/policies. The average net profit of the Company in the three immediately preceding financial years is negative, therefore the Company was not required to spend on CSR activities during the year, however, the Company has voluntarily spent on CSR activities. The annual report on CSR activities containing details of voluntary expenditure incurred by the Company and brief details on the CSR activities are provided in 'Annexure - F' to this Report.

Public Deposits

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Act and the rules framed thereunder.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report.

Corporate Governance Report

Report on Corporate Governance and Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section and forms part of this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as 'Annexure - G' to this Report.

Employees' Stock Option Schemes

The Company presently has only one Employees' Stock Option Scheme, which is inherited from erstwhile Ranbaxy Laboratories Limited ("Ranbaxy"). The scheme is through Direct Route and has been named as Sun Pharma Employee Stock Option Scheme - 2015. The scheme was adopted by the Company with certain amendments consequent upon merger of erstwhile Ranbaxy into the Company. The Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Disclosure with respect to the Employees' Stock Option Scheme in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is available on the Company's website and can be accessed at: http://www.sunpharma.com/pdflist/all-documents.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

Whistle Blower Policy / Vigil Mechanism

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a 'Global Whistle Blower Policy' for Sun Pharmaceutical Industries Limited and all its subsidiaries, in addition to the existing Global Code of Conduct that governs the actions of its employees. Further details on vigil mechanism of the Company are provided in the Corporate Governance Report, forming part of this Report.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and 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 March 31, 2019 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Consolidated Accounts

The consolidated financial statements for the year ended March 31, 2019 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

Credit Rating

ICRA Ltd. has reaffirmed the highest credit rating of '[ICRA] A1+'/'[ICRA] AAA(Stable)' for the bank facilities, long term/ short term borrowings and commercial paper programs of the Company.

Further, CRISIL Ltd. has also reaffirmed the highest credit rating of 'CRISIL A1+ and CRISIL AAA/Stable' for short term & long term bank facilities and commercial paper programs of the Company.

Business Responsibility Reporting

The Business Responsibility Report of the Company for the year ended March 31, 2019, forms part of the Annual Report and is also made available on the website of the Company at http://www.sunpharma.com/pdflist/all-documents.

Acknowledgements

Your Directors wish to thank all stakeholders, employees and business partners, Company's bankers, medical professionals and business associates for their continued support and valuable cooperation.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors

Place: Mumbai

Israel Makov

Date: May 28, 2019

Chairman

DIVIDEND DISTRIBUTION POLICY

Annexure - A

1. Objectives and Scope:

The Board of Directors (the "Board") of the Sun Pharmaceutical Industries Limited (the "Company") recognises the need to lay down a broad framework for considering decisions by the Board of the Company, with regard to distribution of dividend (including any interim dividend) to its equity shareholders and/ or retaining or plough back of its profits.

The Policy sets out the circumstances and different factors for consideration by the Board at the time of taking such decisions of distribution or of retention of profits, in the interest of providing transparency to the equity shareholders. The Policy is not an 'alternative' but a 'Guide' to the decision of the Board for recommending dividend, which may be made after taking into consideration all the relevant circumstances enumerated hereunder and such other factors as may be decided as relevant by the Board.

While recommendation of Dividend shall be guided by this Policy, in extraordinary circumstances, the Board shall have complete liberty to recommend dividend in deviation to this policy, if so deemed necessary in the best interests of the Company and its stakeholders.

The Policy reflects the intent of the Company to reward its equity shareholders by sharing a portion of its profits after adjusting for accumulated losses, if any, and also retaining sufficient funds for future growth of the Company. The Company intends to pay, subject to the circumstances and factors enlisted hereon, dividend, which shall be consistent with the performance of the Company over the years.

Subject to the considerations as provided in the Policy, the Board shall determine the dividend payout in a particular year after taking into consideration the operating and financial performance of the Company, the advice of executive management including the CFO, and other relevant factors.

The Policy shall not apply to:

• Determination and declaring dividend on preference shares, if any.

2. Relevant Regulations

The Securities and Exchange Board of India ("SEBI") vide its Notification dated July 08, 2016 has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") by inserting Regulation 43A in order to make it mandatory to have a Dividend Distribution Policy in place by the top five hundred listed companies based on their market capitalisation calculated as on the 31st day of March of every year.

The Company, being one of the top five hundred listed Companies in India on the basis of market capitalisation, requires to comply with the requirements of Regulation 43A.

3. Effective Date

The Policy shall become effective from the date of its adoption by the Board i.e. November 10, 2016.

4. Category of Dividends

The Board of Directors shall have the power to recommend final dividend to the equity shareholders for their approval in the Annual General Meeting of the Company. Subject to compliance with the provisions of Companies Act, 2013 including the Rules made thereunder and other relevant regulations, if any, the Board of Directors shall also have the absolute power to declare interim dividend during any financial year out of the surplus in the profit and loss account and out of profits of the financial year in which such interim dividend is sought to be declared, as and when they consider it fit in compliance with Companies Act, 2013 and other relevant regulations. Interim Dividend may be paid in order to supplement the annual dividend or in exceptional circumstances.

5. Payment of Dividend from Reserves

Dividend shall normally be declared from the profit earned by the Company during the relevant financial year after adjusting for accumulated losses & unabsorbed depreciation, if any and out of the carried forward profits not transferred to any reserves. However, under special circumstances, Dividend may be declared out of the accumulated profits earned by it in previous years and transferred by it to the free reserves, subject to compliance with the requirements of the relevant provisions of the Companies Act, 2013 including the Rules made thereunder.

6. Circumstances to be Considered While Determining Dividend Pay-Out

The Board shall consider the circumstances provided below before determination of any dividend payout after analysing the prospective opportunities and threats, viability of the options of dividend payout or retention etc. The decision of dividend payout shall, majorly be based on the aforesaid factors considering the balanced interest of the stakeholders and the business requirements of the Company.

• Accumulated Losses, if any

The profits earned by the Company during any financial year shall be first utilised to set off the accumulated losses/ unabsorbed depreciation, if any of the Company from the previous financial years.

• Operating cash flow of the Company

The Board will consider the impact of proposed dividend on the operating cash flow of the Company and shall satisfy itself of its adequacy before taking a decision on whether to declare dividend or retain its profits.

• Transfer to Reserves and other Statutory Requirements

The Board shall examine the implication of relevant statutory requirements including payment of Dividend Distribution Tax, transfer of a certain portion of profits to Reserves etc., if applicable, on the financials of the Company at the time of taking decision with regard to dividend declaration or retention of profit.

• Covenants with lenders/ Debenture Trustees, if any

The decision of dividend pay-out shall also be subject to compliance with covenants contained in any agreement entered into by the Company with the Lenders/ Debenture Trustee's, from time to time, if any.

• Prudential & Strategic requirements

The Board shall analyse the ongoing and prospective projects and strategic decisions including need for replacement of capital assets, expansion and modernisation etc., before recommending Dividend Pay-out for any financial year with an object to build a healthy reserve of retained earnings to augment long term strength and to build a pool of internally generated funds to provide long-term resources as well as resource-raising potential for the Company.

• Expectations of major stakeholders, including small shareholders

The Board, while considering the decision of dividend pay-out or retention of a certain amount or entire profits and/or out of the accumulated profits of the Company, shall, as far as possible, consider the expectations of the major stakeholders including the small shareholders of the Company who generally expect a regular dividend payout.

7. The Financial Parameters that shall be considered while declaring/ recommending Dividend

In addition to the circumstances covered under point 6 above, the Board shall, inter alia, consider the following financial parameters, while taking decisions of a dividend payout during a particular year-

• Return on invested capital

The efficiency with which the Company uses its capital will impact the decision of dividend declaration.

• Magnitude of earnings of the Company

Since dividend is directly linked with the availability of earning over the long haul, the magnitude of earnings will significantly impact the dividend declaration decisions of the Company.

• Cost of borrowings

The Board will analyse the requirement of necessary funds considering the long term or short term projects proposed to be undertaken by the Company and the viability of the options in terms of cost of raising necessary funds from outsiders such as bankers, lending institutions or by issuance of debt securities or plough back its own funds.

• Obligations to creditors

The Company should be able to repay its debt obligations without much difficulty over a reasonable period of time. The decision of dividend declaration shall be taken after considering the volume of such obligations and time period of repayment.

• Adequacy of profits

If during any financial year, the Board determines that the profits of the Company are inadequate on standalone basis and/or consolidated basis, the Board may decide not to declare dividends for that financial year.

• Post dividend Earning Per Share (EPS)

The post dividend EPS can have strong impact on the funds of the Company, thus, impacting the overall operations on day-today basis and therefore, affects the profits and can impact the decision for dividend declaration during a particular year.

8. Factors that may affect Dividend Payout

• Internal Factors

Product/ Project expansion plan

The Company's growth oriented decision to conserve cash in the Company for future expansion plan impacts shareholders expectation for the long run which shall have to considered by the Board before taking dividend decision.

General Working capital requirement

In addition to the above, the general working capital requirements within the Company will also impact the decision of dividend declaration.

Past performance/ reputation of the Company

The trend of the performance/ reputation of the Company that has been during the past years determine the expectation of the shareholders.

• External Factors Macroeconomic conditions

Considering the state of economy in the Country, the policy decisions that may be formulated by the Government and other similar conditions prevailing in the international market which may have a bearing on or affect the business of the Company, during uncertain or recessionary economic and business conditions, the Board may consider retaining a larger part of the profits to have sufficient reserves to absorb unforeseen circumstances.

Capital Market

When the markets are favourable, dividend pay-out can be liberal. However, in case of unfavorable Capital market conditions, Board may resort to a conservative dividend pay-out in order to conserve cash outflows.

Statutory Restrictions

The Board will keep in mind any restrictions on payment of dividends by virtue of any regulation or loan covenant, as may be applicable to the Company at the time of declaration of dividend.

Tax implications

Dividend distribution tax or any tax deduction at source as required by applicable tax regulations in India, as may be applicable at the time of declaration of dividend shall have bearing on the quantum of Dividend declared by the Company.

9. Range of Dividend Pay-Out

The Company is committed to deliver sustainable value to all its stakeholders. The Company strives to distribute an optimal and appropriate level of the profits earned by it in its business and investing activity, with the equity shareholders, in the form of dividend. As explained in the earlier part of this Policy, determining the dividend pay-out is dependent upon several factors, both internal to a business and external to it. Taking into consideration the aforementioned factors, the Board shall have absolute discretion to determine & recommend appropriate Dividend pay-out for the relevant financial year.

10. Manner of Utilisation of Retained Earnings

The Board may retain its earnings in order to make better utilisation of the available funds and increase the value of the stakeholders in the long run. The retained earnings of the Company may, inter alia, be utilised for the following purposes:

• To meet the working capital/ business needs of the Company

• To fund the project expansion plans of the Company

• To fund the research expenditures of ongoing research projects specifically those in the advanced development stages

• Towards replacement/ up-gradation /modernisation of equipment's & plants

• Towards investment in long term/ short term strategic joint ventures & / or partnerships and/or subsidiary companies

• To fund new acquisitions & investments

• Towards diversification of business

• Such other manner as the Board may deem fit from time to time

11. Review and Amendment

The Board may review and amend or modify this policy in whole or in part, at any time.

Annexure - B

Form No. MGT-9

EXTRACT OF ANNUAL RETURN  as on the financial year ended on March 31, 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and Other Details:

i)

CIN

L24230GJ1993PLC019050

ii)

Registration Date

March 01, 1993

iii)

Name of the Company

Sun Pharmaceutical Industries Limited

iv)

Category / Sub-Category of the Company

Company Limited by Shares

v)

Address of the Registered Office and Contact details

SPARC, Tandalja, Vadodara 390012, Gujarat Tel No: +91 0265 6615500

vi)

Whether listed company

Yes

vii)

Name, Address and Contact details of Registrar and Transfer Agent, if any

Link Intime India Private Limited C 101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai 400 083 Tel No: +91 22 49186270

II. Principal Business Activities of the Company

All the business activities contributing 10% or more of the total turnover of the Company:

Sr. No.

Name and Description of main products/ services

NIC Code of the Product/ Service

% to Total turnover of the company

1

Pharmaceuticals

210

100

III. Particulars of Holding, Subsidiary and Associate Companies as on March 31, 2019

Sr. No.

Name of the Company

Address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1.

2 Independence Way LLC

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

2.

3 Skyline LLC

USA

Not Applicable

Subsidiary

76.54

2(87)(ii)

3.

Aditya Acquisition Company Ltd.

Israel

Not Applicable

Subsidiary

100.00

2(87)(ii)

4.

Alkaloida Chemical Company Zrt.

Hungary

Not Applicable

Subsidiary

99.99

2(87)(ii)

5.

AO Ranbaxy

Russia

Not Applicable

Subsidiary

100.00

2(87)(ii)

6.

Basics GmbH

Germany

Not Applicable

Subsidiary

100.00

2(87)(ii)

7.

Caraco Pharmaceuticals Private Limited

India

U24100MH2012FTC225970

Subsidiary

100.00

2(87)(ii)

8.

Chattem Chemicals Inc.

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

9.

Dungan Mutual Associates, LLC

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

10.

Dusa Pharmaceuticals, Inc.

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

11.

Faststone Mercantile Company Private Limited

India

U51900MH2006PTC159266

Subsidiary

100.00

2(87)(ii)

12.

Foundation for Disease Elimination and Control of India

India

U85190MH2016NPL286097

Subsidiary

100.00

2(87)(ii)

13.

Green Eco Development Centre Limited

India

U90009GJ2010PLC062892

Subsidiary

100.00

2(87)(ii)

14.

Insite Vision Incorporated

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

15.

JSC Biosintez

Russia

Not Applicable

Subsidiary

96.96

2(87)(ii)

16.

Kakayu Co., Ltd.

Japan

Not Applicable

Subsidiary

100.00

2(87)(ii)

17.

Laboratorios Ranbaxy S.L.U.

Spain

Not Applicable

Subsidiary

100.00

2(87)(ii)

18.

Morley & Company, Inc.

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

19.

Mutual Pharmaceutical Company Inc.

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

20.

Neetnav Real Estate Private Limited

India

U45200MH2010PTC201611

Subsidiary

100.00

2(87)(ii)

21.

Office Pharmaceutique Industries Et Hospitalier

France

Not Applicable

Subsidiary

100.00

2(87)(ii)

22.

Ohm Laboratories Inc.

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

23.

One Commerce Drive LLC

USA

Not Applicable

Subsidiary

76.54

2(87)(ii)

24.

OOO "Sun Pharmaceutical Industries" Limited

Russia

Not Applicable

Subsidiary

100.00

2(87)(ii)

25.

Pharmalucence, Inc.

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

26.

PI Real Estate Ventures, LLC

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

27.

Pola Pharma Inc.

Japan

Not Applicable

Subsidiary

100.00

2(87)(ii)

28.

Ranbaxy South Africa (Pty) Ltd.

South Africa

Not Applicable

Subsidiary

100.00

2(87)(ii)

29.

Ranbaxy (Malaysia) SDN. BHD.

Malaysia

Not Applicable

Subsidiary

95.67

2(87)(ii)

30.

Ranbaxy (Poland) SP. Z.O.O.

Poland

Not Applicable

Subsidiary

100.00

2(87)(ii)

31.

Ranbaxy (Thailand) Co., Ltd.

Thailand

Not Applicable

Subsidiary

100.00

2(87)(ii)

32.

Ranbaxy (U.K.) Limited

UK

Not Applicable

Subsidiary

100.00

2(87)(ii)

33.

Ranbaxy Farmaceutica Ltda.

Brazil

Not Applicable

Subsidiary

100.00

2(87)(ii)

34.

Ranbaxy Holdings (U.K.) Limited

UK

Not Applicable

Subsidiary

100.00

2(87)(ii)

35.

Ranbaxy Inc.

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

36.

Ranbaxy Ireland Limited

Ireland

Not Applicable

Subsidiary

100.00

2(87)(ii)

37.

Ranbaxy Italia S.P.A.

Italy

Not Applicable

Subsidiary

100.00

2(87)(ii)

38.

Ranbaxy Nigeria Limited

Nigeria

Not Applicable

Subsidiary

86.16

2(87)(ii)

39.

Ranbaxy Pharmaceuticals (Pty) Ltd.

South Africa

Not Applicable

Subsidiary

100.00

2(87)(ii)

40.

"Ranbaxy Pharmaceuticals Ukraine" LLC

Ukraine

Not Applicable

Subsidiary

100.00

2(87)(ii)

41.

Ranbaxy Pharmacie Generiques

France

Not Applicable

Subsidiary

100.00

2(87)(ii)

42.

Ranbaxy Signature LLC

USA

Not Applicable

Subsidiary

67.50

2(87)(ii)

43.

Realstone Multitrade Private Limited

India

U51900MH2006PTC158889

Subsidiary

100.00

2(87)(ii)

44.

Rexcel Egypt LLC

Egypt

Not Applicable

Subsidiary

100.00

2(87)(ii)

45.

Terapia SA

Romania

Not Applicable

Subsidiary

96.81

2(87)(ii)

46.

Skisen Labs Private Limited

India

U73100MH2005PTC150606

Subsidiary

100.00

2(87)(ii)

47.

Softdeal Trading Company Private Limited

India

U51900MH2006PTC159237

Subsidiary

100.00

2(87)(ii)

48.

Sonke Pharmaceuticals Proprietary Limited

South Africa

Not Applicable

Subsidiary

70.00

2(87)(ii)

49.

SPIL De Mexico S.A. DE C.V.

Mexico

Not Applicable

Subsidiary

100.00

2(87)(ii)

50.

Sun Farmaceutica do Brasil Ltda.

Brazil

Not Applicable

Subsidiary

100.00

2(87)(ii)

51.

Sun Global Canada Pty. Ltd.

Canada

Not Applicable

Subsidiary

100.00

2(87)(ii)

52.

Sun Global Development FZE

UAE

Not Applicable

Subsidiary

100.00

2(87)(ii)

53.

Sun Laboratories FZE

UAE

Not Applicable

Subsidiary

100.00

2(87)(ii)

54.

Sun Pharma Laboratories Limited

India

U25200MH1997PLC240268

Subsidiary

100.00

2(87)(ii)

55.

Sun Pharma (Netherlands) B.V. [Formerly known as Ranbaxy (Netherlands) B.V.]

Netherlands

Not Applicable

Subsidiary

100.00

2(87)(ii)

56.

Sun Pharma ANZ Pty Ltd

Australia

Not Applicable

Subsidiary

100.00

2(87)(ii)

57.

Sun Pharma Canada Inc. (Formerly known as Ranbaxy Pharmaceuticals Canada Inc.)

Canada

Not Applicable

Subsidiary

100.00

2(87)(ii)

58.

Sun Pharma DE Mexico S.A. DE C.V.

Mexico

Not Applicable

Subsidiary

75.00

2(87)(ii)

59.

Sun Pharma DE Venezuela, C.A.

Venezuela

Not Applicable

Subsidiary

100.00

2(87)(ii)

60.

Sun Pharma Distributors Limited

India

U51909MH2019PLC322778

Subsidiary

100.00

2(87)(ii)

61.

Sun Pharma East Africa Limited

Kenya

Not Applicable

Subsidiary

100.00

2(87)(ii)

62.

Sun Pharma Egypt Limited LLC (Formerly known as Ranbaxy Egypt Ltd)

Egypt

Not Applicable

Subsidiary

100.00

2(87)(ii)

63.

Sun Pharma Global FZE

UAE

Not Applicable

Subsidiary

100.00

2(87)(ii)

64.

Sun Pharma Healthcare FZE

UAE

Not Applicable

Subsidiary

100.00

2(87)(ii)

65.

Sun Pharma Holdings

Mauritius

Not Applicable

Subsidiary

100.00

2(87)(ii)

66.

Sun Pharma Japan Ltd.

Japan

Not Applicable

Subsidiary

100.00

2(87)(ii)

67.

Sun Pharma Philippines, Inc.

Philippines

Not Applicable

Subsidiary

100.00

2(87)(ii)

68.

Sun Pharma Switzerland Ltd.

Switzerland

Not Applicable

Subsidiary

100.00

2(87)(ii)

69.

Sun Pharmaceutical Industries, Inc.

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

70.

Sun Pharmaceutical (Bangladesh) Limited

Bangladesh

Not Applicable

Subsidiary

72.50

2(87)(ii)

71.

Sun Pharmaceutical Industries (Australia) Pty Limited

Australia

Not Applicable

Subsidiary

100.00

2(87)(ii)

72.

Sun Pharmaceutical Industries (Europe) B.V.

Netherlands

Not Applicable

Subsidiary

100.00

2(87)(ii)

73.

Sun Pharmaceutical Industries S.A.C.

Peru

Not Applicable

Subsidiary

100.00

2(87)(ii)

74.

Sun Pharmaceutical Medicare Limited

India

U36900GJ2017PLC095132

Subsidiary

100.00

2(87)(ii)

75.

Sun Pharmaceutical Peru S.A.C.

Peru

Not Applicable

Subsidiary

99.33

2(87)(ii)

76.

Sun Pharmaceuticals Holdings USA, Inc.

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

77.

Sun Pharmaceuticals SA(Pty) Ltd.

South Africa

Not Applicable

Subsidiary

100.00

2(87)(ii)

78.

Sun Pharmaceuticals France

France

Not Applicable

Subsidiary

100.00

2(87)(ii)

79.

Sun Pharmaceuticals Germany GmbH

Germany

Not Applicable

Subsidiary

100.00

2(87)(ii)

80.

Sun Pharmaceuticals Korea Ltd.

South Korea

Not Applicable

Subsidiary

100.00

2(87)(ii)

81.

Sun Pharmaceuticals Morocco LLC

Morocco

Not Applicable

Subsidiary

100.00

2(87)(ii)

82.

Taro International Ltd.

Israel

Not Applicable

Subsidiary

76.54

2(87)(ii)

83.

Taro Pharmaceutical Industries Ltd.

Israel

Not Applicable

Subsidiary

76.54

2(87)(ii)

84.

Taro Pharmaceutical Laboratories Inc.

USA

Not Applicable

Subsidiary

76.54

2(87)(ii)

85.

Taro Pharmaceuticals Europe B.V.

Netherlands

Not Applicable

Subsidiary

76.54

2(87)(ii)

86.

Taro Pharmaceuticals Inc.

Canada

Not Applicable

Subsidiary

76.54

2(87)(ii)

87.

Taro Pharmaceuticals North America, Inc.

Cayman Islands, British West Indies

Not Applicable

Subsidiary

76.54

2(87)(ii)

88.

Taro Pharmaceuticals U.S.A., Inc.

USA

Not Applicable

Subsidiary

76.54

2(87)(ii)

89.

The Taro Development Corporation

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

90.

Universal Enterprises Private Limited

India

Not Applicable

Subsidiary

100.00

2{87)(ii)

91.

URL PharmPro,LLC

USA

Not Applicable

Subsidiary

100.00

2(87)(ii)

92.

Zenotech Farmaceutica Do Brasil Ltda

Brazil

Not Applicable

Subsidiary

38.21

2(87)(ii)

93.

Zenotech Inc

USA

Not Applicable

Subsidiary

57.56

2(87)(ii)

94.

Zenotech Laboratories Limited

India

L27100AP1989PLC010122

Subsidiary

57.56

2(87)(ii)

95.

Zenotech Laboratories Nigeria Limited

Nigeria

Not Applicable

Subsidiary

57.50

2(87)(ii)

96.

ALPS LLC

USA

Not Applicable

Associate

19.99

2(6)

97.

Artes Biotechnology GmbH

Germany

Not Applicable

Associate

45.00

2(6)

98.

Composite Power Generation LLP

India

Not Applicable

Associate

36.90

2(6)

99.

Dr. Py Institute LLC

USA

Not Applicable

Associate

19.99

2(6)

100.

Generic Solar Power LLP

India

Not Applicable

Associate

28.76

2(6)

101.

HRE II LLC

USA

Not Applicable

Associate

19.99

2(6)

102.

HRE III LLC

USA

Not Applicable

Associate

19.99

2(6)

103.

HRE LLC

USA

Not Applicable

Associate

19.99

2(6)

104.

Intact Pharmaceuticals LLC

USA

Not Applicable

Associate

19.99

2(6)

105.

Intact Media LLC (Formerly Intact Skin Care LLC)

USA

Not Applicable

Associate

19.99

2(6)

106.

Medinstill Development LLC

USA

Not Applicable

Associate

19.99

2(6)

107.

Medinstill LLC

USA

Not Applicable

Associate

19.99

2(6)

108.

Trumpcard Advisors and Finvest LLP

India

Not Applicable

Associate

40.61

2(6)

109.

Vento Power Generation LLP

India

Not Applicable

Associate

40.55

2(6)

110.

Vintage Power Generation LLP

India

Not Applicable

Associate

39.41

2(6)

111.

Tarsius Pharma Ltd.

Israel

Not Applicable

Associate

18.33

2(6)

 

 

IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity as on March 31, 2019)

 (i) Category-wise Share Holding

 

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% Change during the year

Category of shareholders

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. PROMOTERS*

 

 

 

 

 

 

 

 

 

1) Indian

 

 

 

 

 

 

 

 

 

a) Individual / HUF

293200513

0

293200513

12.22

293200513

0

293200513

12.22

0.00

b) Central Government / State Government

0

0

0

0.00

0

0

0

0.00

0.00

c) Bodies Corporate

1010366094

12000

1010378094

42.11

1010366094

12000

1010378094

42.11

0.00

d) Financial Institutions/ Bank

0

0

0

0.00

0

0

0

0.00

0.00

e) Any Other (Trusts)

1276774

0

1276774

0.05

1276774

0

1276774

0.05

0.00

Sub-total (A) (1):-

1304843381

12000

1304855381

54.38

1304843381

12000

1304855381

54.38

0.00

2) Foreign

 

 

 

 

 

 

 

 

 

a) Individuals (NRIs)

0

0

0

0.00

0

0

0

0.00

0.00

b) Other- Individuals

0

0

0

0.00

0

0

0

0.00

0.00

c) Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

d) Financial Institutions/ Bank

0

0

0

0.00

0

0

0

0.00

0.00

e) Any Other

0

0

0

0.00

0

0

0

0.00

0.00

Sub-total (A)(2):-

0

0

0

0.00

0

0

0

0.00

0.00

Total shareholding of Promoter' (A)=(A)(1)+(A)(2)

1304843381

12000

1304855381

54.38

1304843381

12000

1304855381

54.38

0.00

B. PUBLIC SHAREHOLDING

 

 

 

 

 

 

 

 

 

1. Institutions

 

 

 

 

 

 

 

 

 

a) Mutual Funds

192509489

2500782

195010271

8.13

223325669

9342

223335011

9.31

1.18

b) Financial Institutions /Bank

22412015

3798

22415813

0.93

21068879

2293

21071172

0.88

-0.06

c) Central Government / State Government

0

0

0

0.00

2820

0

2820

0.00

0.00

d) Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

e) Insurance Companies

168094940

0

168094940

7.01

166138398

0

166138398

6.92

-0.08

f)Flls

3788557

17943

3806500

0.16

677802

15248

693050

0.03

-0.13

g) Foreign Venture Capital

0

0

0

0.00

0

0

0

0.00

0.00

h) Qualified Foreign Investors

0

0

0

0.00

0

0

0

0.00

0.00

(i) Any Other (specify) Foreign Portfolio Investor (Corporate)

387782873

0

387782873

16.16

372261678

0.00

372261678

15.52

-0.65

Foreign Bank

1504

23918

25422

0.00

8928

23789

32717

0.00

0.00

UTI

2235590

1380

2236970

0.09

3626731

1380

3628111

0.15

0.06

Alternate Investment Funds

1546565

0

1546565

0.06

1212911

0

1212911

0.05

-0.01

Sub-total (B)(1):-

778371533

2547821

780919354

32.55

788323816

52052

788375868

32.86

0.31

2. Non-Institutions

 

 

 

 

 

 

 

 

 

a) Bodies Corporate

 

 

 

 

 

 

 

 

 

i) Indian

102919063

153917

103072980

4.30

89415662

151840

89567502

3.73

-0.57

ii) Overseas

46000

0

46000

0.00

46000

0

46000

0.00

0.00

b) Individuals

 

 

 

 

 

 

 

 

 

i) Individual Shareholders holding nominal share capital upto Rs.1 Lakh

138287020

9952424

148239444

6.18

139147990

8528636

147676626

6.15

-0.02

ii) Individual Shareholders holding nominal share capital in excess of Rs.1 Lakh

27181865

125000

27306865

1.14

28686116

288000

28974116

1.21

0.07

c) Qualified Foreign Investors

0

0

0

0.00

0

0

0

0.00

0.00

d) Others (specify)

 

 

 

 

 

 

 

 

 

i) Non Resident Indians(Repat)

4545204

331885

4877089

0.20

5427442

279740

5707182

0.24

0.03

ii) Non Resident lndians(Non Repat)

2565549

0

2565549

0.11

3161429

0

3161429

0.13

0.02

iii ) Foreign Companies

671865

0

671865

0.03

276965

0

276965

0.01

-0.02

iv) Clearing Member

2695586

0

2695586

0.11

2938110

0

2938110

0.12

0.01

v) Other Directors

3783394

0

3783394

0.16

3746747

0

3746747

0.16

0.00

vi) Trusts

15374984

0

15374984

0.64

17502708

0

17502708

0.73

0.09

vii) Foreign Nationals

21040

0

21040

0.00

24636

0

24636

0.00

0.00

viii) Hindu Undivided Family

4424397

0

4424397

0.18

5263150

0

5263150

0.22

0.03

ix) IEPF

469252

0

469252

0.02

1218550

0

1218550

0.05

0.03

Sub-total (B)(2):-

302985219

10563226

313548445

13.07

296855505

9248216

306103721

12.76

-0.31

Total Public Shareholding (B)=(B)(1)+(B)(2)

1081356752

13111047

1094467799

45.62

1085179321

9300268

1094479589

45.62

0.00

C. SHARES HELD BY CUSTODIAN FOR GDRs & ADRs

 

 

 

 

 

 

 

 

 

Employee Benefit Trust under SEBI (Share based employee benefit) Regulations, 2014

0

0

0

0.00

0

0

0

0.00

0.00

GRAND TOTAL (A+B+C)

2386200133

13123047

2399323180

100.00

2390022702

9312268

2399334970

100.00

0.00

 

*includes Promoter Group

(ii) Shareholding of Promoters

 

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share-holding during the year

Sr. No.

Shareholder's Name

No. of shares

% of total Shares of the company

% of shares Pledged/ encumbered to total Shares

No. of shares

% of total Shares of the company

% of shares Pledged/ encumbered to total Shares

1

Dilip S. Shanghvi

230285690

9.60

0

230285690

9.60

0

0.00

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

 

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No.

 

No. of shares

% of total Shares of the company

No. of shares

% of total Shares of the company

1. Dilip S. Shanghvi

At the beginning of the year Increase / Decrease in Shareholding during the year At the end of the year

230285690

9.60

230285690

9.60

No Change during the year

230285690

9.60

 

230285690

9.60

230285690

9.60

(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

 

 

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No.

For Each of the top 10 shareholders

 

No. of shares

% of total Shares of the company

No. of shares

% of total Shares of the company

1.

Shanghvi Finance Private Limited

At the beginning of the year

282603

0.01

282603

0.01

 

Increase / Decrease in Share holding*

October 23, 2018* (Pursuant to merger)

959489975

39.99

959772578

40.00

 

 

At the end of the year

959772578

40.00

959772578

40.00

2.

Life Insurance Corporation of India

At the beginning of the year

145302877

6.06

145302877

6.06

 

Increase / Decrease in Share holding

Various dates during the year*

(4085319)

(0.17)

141217558

5.89

 

 

At the end of the year

141217558

5.89

141217558

5.89

3.

ICICI Prudential Value Discovery Fund and various Fund Accounts

At the beginning of the year

72006776

3.00

72006776

3.00

 

Increase / Decrease in Share holding

Various dates during the year*

10086458

0.42

82093234

3.42

 

 

At the end of the year

82093234

3.42

82093234

3.42

4.

Aditya Medisales Limited

At the beginning of the year

40153960

1.67

40153960

1.67

 

 

At the end of the year

40153960

1.67

40153960

1.67

5.

Raksha S. Valia

At the beginning of the year

33830352

1.41

33830352

1.41

 

 

At the end of the year

33830352

1.41

33830352

1.41

6.

Government of Singapore

At the beginning of the year

31322421

1.31

31322421

1.31

 

Increase / Decrease in Share holding

Various dates during the year*

1702560

0.07

33024981

1.38

 

 

At the end of the year

33024981

1.38

33024981

1.38

7.

Lakshdeep Investments & Finance (P) Ltd.

At the beginning of the year

35124907

1.46

35124907

1.46

 

Increase / Decrease in Share holding

Various dates during the year*

(3740000)

(0.15)

31384907

1.31

 

 

At the end of the year

31384907

1.31

31384907

1.31

8.

Reliance Capital Trustee Co Ltd.A/C Reliance Large Cap Fund and various Fund Accounts

At the beginning of the year

16376928

0.68

16376928

0.68

 

Increase / Decrease in Share holding

Various dates during the year*

14448920

0.60

30825848

1.28

 

 

At the end of the year

30825848

1.28

30825848

1.28

9.

Matthews Pacific Tiger Fund

At the beginning of the year

19254758

0.80

19254758

0.80

 

Increase / Decrease in Share holding

Various dates during the year*

5032051

0.21

24286809

1.01

 

 

At the end of the year

24286809

1.01

24286809

1.01

10.

UTI - Nifty Exchange Traded Fund

At the beginning of the year

16627671

0.69

16627671

0.69

 

Increase / Decrease in Share holding

Various dates during the year*

3720108

0.16

20347779

0.85

 

 

At the end of the year

20347779

0.85

20347779

0.85

 

Note: Shareholding has been consolidated on PAN basis.

* Pursuant to Scheme of Amalgamation, Shanghvi Finance Private Limited ("SFPL"), which is a part of the Promoter Group of the Company, has w.e.f. 23.10.2018 acquired 95,94,89,975 Equity Shares of the Company representing 39.99% of the total paid-up equity share capital of the Company from 11 Transferor Companies namely 1) erstwhile Viditi Investment Private Limited; 2) erstwhile Tejaskiran Pharmachem Industries Private Limited; 3) erstwhile Quality Investment Private Limited; 4) erstwhile Family Investment Private Limited; 5) erstwhile Virtuous Share Investments Private Limited; 6) erstwhile Virtuous Finance Private Limited; 7) erstwhile Sholapur Organics Private Limited; 8) erstwhile Jeevanrekha Investrade Private Limited; 9) erstwhile Package Investrade Private Limited; 10) erstwhile Asawari Investment and Finance Private Limited; and 11) erstwhile Nirmit Exports Private Limited, which were forming part of the promoter group of the Company and were collectively holding the aforementioned equity shares of the Company.

The trading has taken place on various dates, therefore the change has been shown on consolidated basis.

(v) Shareholding of Directors and Key Managerial Personnel: (Held singly or jointly as first holder)

Sr. No.

 

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Name of Director / KMP

 

No. of shares

% of total shares of the company

No. of shares

% of total Shares of the company

1.

Israel Makov

At the beginning of the year

0

0

0

0

 

 

At the end of the year

0

0

0

0

2.

Dilip S. Shanghvi

At the beginning of the year

230285690

9.60

230285690

9.60

 

 

At the end of the year

230285690

9.60

230285690

9.60

3.

Sudhir V. Valia

At the beginning of the year

14345019

0.60

14345019

0.60

 

 

At the end of the year

14345019

0.60

14345019

0.60

4.

Sailesh T. Desai

At the beginning of the year®

3740747

0.16

3740747

0.16

 

Increase / Decrease in Share holding

October 05, 2018

(2000)

(0.00)

3738747

0.16

 

 

At the end of the year®

3738747

0.16

3738747

0.16

5.

Kalyanasundaram Subramanian

At the beginning of the year

0

0

0

0

 

Increase / Decrease in Share holding

Various dates during the year*

201

0.00

201

0.00

 

 

At the end of the year

201

0.00

201

0.00

6.

S. Mohanchand Dadha*

At the beginning of the year

0

0

0

0

 

 

As on September 26, 2018

0

0

0

0

7.

Keki M. Mistry*

At the beginning of the year

43270

0.00

43270

0.00

 

 

As on September 26, 2018

43270

0.00

43270

0.00

8.

Ashwin S. Dani*

At the beginning of the year

0

0

0

0

 

 

As on September 26, 2018

0

0

0

0

9.

Rekha Sethi

At the beginning of the year

0

0

0

0

 

 

At the end of the year

0

0

0

0

10.

Vivek Chaand Sehgal

At the beginning of the year

0

0

0

0

 

 

At the end of the year

0

0

0

0

11.

Gautam Doshi*

As on May 25, 2018

8000

0.00

8000

0.00

 

 

At the end of the year

8000

0.00

8000

0.00

12.

CS Muralidharan

At the beginning of the year

0

0

0

0

 

 

At the end of the year

0

0

0

0

13.

Sunil Ajmera

At the beginning of the year

0

0

0

0

 

 

At the end of the year

0

0

0

0

 

*Was Director upto September 26, 2018,

#appointed as Director w.e.f. May 25, 2018,

@ includes shares transferred as margin, if any

$The trading has taken place on various dates, therefore the change has been shown on consolidated basis.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

 

 

 

 

(Rs. in Million)

 

Secured Loans excluding deposits

Unsecured Loans

Deposits(1)

Total Indebtedness

Indebtedness at the beginning of the financial year

 

 

 

 

i) Principal Amount

108.2

68,731.9

118.3

68,958.4

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due(2)

9.1

40.0

-

49.1

Total (i+ii+iii)

117.3

68,771.9

118.3

69,007.5

Change in Indebtedness during the financial year

 

 

 

 

Addition: Principal Amount (3)

 

173,501.5

-

173,501.5

Reduction: Principal Amount(3)/(4)

-

177,975.2

20.9

177,996.1

Change: Addition / (Reduction) in Interest accrued but not Due

1.1

44.2

-

45.3

Net Change

1.1

(4,429.5)

(20.9)

(4,449.3)

Indebtedness at the end of the financial year

 

 

 

 

i) Principal Amount

108.2

64,258.2

97.4

64,463.8

ii) Interest due but not paid

-

 

-

-

iii) Interest accrued but not due (2)

10.2

84.2

-

94.4

Total (i+ii+iii)

118.4

64,342.4

97.40

64,558.2

Notes:

(1) Deposits are Security Deposits Received. The change during the year has been shown on net basis.

(2) Interest accrued but not due on borrowings.

(3) Change in the OD & WCDL limit underworking Capital Facility forming part of Unsecured loans, have been shown on net basis.

(4) Ind AS adjustment in the outstanding as on March 31, 2019 of External Commercial Paper & Commercial papers are shown as reduction in principal amount.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

 

 

 

 

 

(Amount in Rs.)

Sr. No.

Particulars of Remuneration

Mr. Dilip S. Shanghvi

Mr. Sudhir V. Valia

Mr. Sailesh T. Desai

Total

1.

Gross salary

 

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income- tax Act, 1961

1*

1*

11855400

11855402

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

262800

79200

371181

713181

 

(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961

-

-

-

-

2.

Stock Option

-

-

-

-

3.

Sweat Equity

-

-

-

-

4.

Commission - as % of profit

 

-

-

 

5.

Others, please specify

 

-

-

 

 

Total (A)

262801

79201

12226581

12568583

Ceiling as per the Act: Rs. 499.9 Million (10% of Net Profits of the Company calculated as per Section 198 of the Companies Act, 2013) 'Remuneration of Mr. Dilip Shanghvi and Mr. Sudhir V. Valia is Rs. 1/- each for the financial year 2018-19 and the remaining amount of Rs. 262800 and Rs. 79200 respectively pertain to notional value of perquisite as per Income Tax Act.

B. Remuneration to other directors for the year ended March 31, 2019:

(The remuneration to Non-Executive Directors consist only of sitting fees)

 

 

(Amount in Rs)

 

 

Name of Directors

 

 

Sr. No.

Particulars of Remuneration

Mr. S Mohanchand Dadha*

Mr. Keki Mistry*

Mr. Ashwin Dani*

Ms. Rekha Sethi

Mr. Vivek Chaand Sehgal

Mr. Gautam Doshi

Mr. Israel Makov

Total Amount

 

 

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(1) to (7)

1.

Independent

 

 

 

 

 

 

 

 

 

Fee for attending

1000000

600000

200000

1500000

600000

1300000

-

5200000

 

board / committee meetings

 

 

 

 

 

 

 

 

 

Commission

 

-

 

-

-

 

-

 

 

Others, please specify

 

-

 

-

-

 

-

 

 

Total (1)

1000000

600000

200000

1500000

600000

1300000

0

5200000

2.

Other Non-Executive Directors

 

 

 

 

 

 

 

 

 

Fee for attending board / committee meetings

 

-

 

-

-

 

900000

900000

 

Commission

-

-

-

-

-

-

-

-

 

Others, please specify

-

-

-

-

-

-

-

-

 

Total (2)

0

0

0

0

0

0

900000

900000

 

Total (B) = (1+2)

1000000

600000

200000

1500000

600000

1300000

900000

6100000

 

Ceiling as per the Act:

Not applicable since no commission was paid during the year. Sitting Fee is Rs.1,00,000 for each meeting of the Board /Committee attended by the Director.

 

Total Managerial Remuneration

(A+B):

 

 

 

 

 

 

18668583

*For part of the year upto September 26, 2018

C Remuneration to Key Managerial Personnel other than MD / Manager / WTD

(As per Form 16, on actual payment basis)

 

 

Key Managerial Personnel

 

(Rs. in Million)

Sr. No.

Particulars of Remuneration

Mr. Sunil Ajmera (Company Secretary)

Mr. C S Muralidharan (Chief Financial Officer)

Total

1.

Gross salary

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income- tax Act, 1961

13.39

32.02

45.41

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

0.32

0.79

1.11

 

(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961

-

-

-

2.

Stock Option

-

-

-

3.

Sweat Equity

-

-

-

4.

Commission - as % of profit

 

 

-

5.

Others, please specify

 

 

-

 

Total

13.71

32.81

46.52

VII. Penalties / Punishment / Compounding of Offences Against Company, Directors and Other Officers in Default: NIL

 

For and on behalf of the Board of Directors

Place: Mumbai

Israel Makov

Date: May 28, 2019

Chairman

Annexure - C

Information required under Section 197 of the Act Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2018-19 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2018-19:

Name of Director and Key Managerial Personnel

Designation

Ratio of remuneration(1) of each Director to median remuneration of employees

increase/ (decrease) in Remuneration(1) in the Financial Year 2018-19

Directors:

 

 

 

Mr. Israel Makov

Non-executive Chairman

1.87

0.0%

Mr. Dilip S. Shanghvi(2)

Managing Director

0.55

-99.13%

Mr. Sudhir V. Valia(2)

Whole-time Director

0.16

-99.74%

Mr. Sailesh T. Desai

Whole-time Director

25.44

-0.46%

Mr. Kalyanasundaram Subramanian(3)

Whole-time Director

N.A

N.A

Mr. S. Mohanchand Dadha*

Non-executive Independent Director

2.08

-37.50%

Mr. Keki M. Mistry*

Non-executive Independent Director

1.25

-25.00%

Mr. Ashwin S. Dani*

Non-executive Independent Director

0.42

-71.43%

Ms. Rekha Sethi

Non-executive Independent Director

3.12

15.38%

Mr. Vivek Chaand Sehgal

Non-executive Independent Director

1.25

100.00%

Mr. Gautam Doshi**

Non-executive Independent Director

2.70

N.A

Key Managerial Personnel:

 

 

 

Mr. C.S. Muralidharan

Chief Financial Officer

Not Applicable

Refer Note 1

Mr. Sunil Ajmera

Company Secretary

Not Applicable

2.25%

*Retired and ceased to be Directors w.e.f. September 26, 2018

"Appointed w.e.f. May 25, 2018

(1) Remuneration to Non-Executive Directors consists only of sitting fees and is based on the number of meetings attended during the year. No commission was paid to Non-Executive Directors for the year 2018-19.

(2) Remuneration of Mr. Dilip Shanghvi and Mr. Sudhir V. Valia is Rs. 1/- each for the financial year 2018-19 and the remaining amount of Rs. 262800 and Rs. 79200 respectively pertain to notional value of perquisite as per Income Tax Act.

(3) Mr. Kalyanasundaram Subramanian, Whole-time Director of the Company, does not receive any remuneration from the Company, however he is receiving remuneration from Sun Pharma Laboratories Limited (SPLL), the wholly owned subsidiary of the Company, where he is also Whole-time Director and Chief Executive Officer.

Note 1 - There was no increase in the overall remuneration as approved by the Board of Directors for the FY 2018-19. However, based on calculation of amounts as per Form 16 for the year 2017-18 (annualised, as he was for the part of the year in 2017-18) and for the year 2018-19, the increase amounts to 12.64%

(ii) The percentage increase in the median remuneration of employees in the financial year 2018-19 (Median -2019/ Median 2018): 5.12%

(iii) The number of permanent employees on the rolls of the Company as on March 31, 2019:17501

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year ending March 31, 2019 was approximately 9.77% and the average increase/(decrease) in the managerial personnel remuneration was (66.44)%.

(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(All the details of remuneration given above are as per Form 16 as per Income Tax Act, and the ratios are calculated on that basis)

For and on behalf of the Board of Directors

Place: Mumbai

Israel Makov

Date: May 28, 2019

Chairman

Annexure - D

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Sun Pharmaceutical Industries Limited,

Vadodara, Gujarat.

We have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good corporate governance practice by Sun Pharmaceutical Industries Limited ("the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2019, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India ("SEBI") Act, 1992:

a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company for the year under review;

f. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not applicable to the Company for the year under review;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company for the year under review;

h. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client -Not applicable to the Company;

i. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable to the Company for the year under review;

We have also examined compliance with the applicable clauses of Secretarial Standards with respect to meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India under the provisions of Companies Act, 2013;

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines etc. mentioned above

We further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2. Adequate notice of at least seven days was given to all directors to schedule the Board Meetings and Meetings of Committees. Agenda and detailed notes on agenda were sent in advance in adequate time before the meetings and a system exists for Directors for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3. On verification of minutes, we have not found any dissent/disagreement on any of the agenda items discussed in the Board and Committee meetings from any of the Directors and all the decisions are carried through.

Based on the information received and records maintained, we further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on the basis of the representations made by the respective plant heads of R&D centers, the Company has identified and complied with the following laws applicable to the Company:

• Drugs and Cosmetics Act, 1940 and rules made thereunder;

• Factories Act, 1948.

We further report that during the year under review:

• The Company had allotted 11,790 Equity Shares of Rs. 1/- each to eligible employees who have exercised their options under Sun Employees Stock Options Scheme - 2015;

• Undertaking of Sun Pharma Global FZE was demerged under Sections 230 to 232 and Section 234 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of  the Companies Act, 2013 on 1st December 2018 (Effective date), the appointed date for the said demerger being 1st April 2017.

For KJB & CO LLP,
Practicing Company Secretaries
Alpeshkumar J. Panchal
Partner
Mem No. - 49008 C. P. No. – 20120
Date: May 28, 2019
Place: Mumbai.

This report is to be read with our letter of even date which is annexed as Annexure 1 and forms an integral part of this report

ANNEXURE 1 TO SECRETARIAL AUDIT REPORT

To,

The Members,

Sun Pharmaceutical Industries Limited,

Vadodara, Gujarat.

Our report of even date is to be read along with this letter.

1. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

2. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

3. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

4. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For KJB & CO LLP,
Practicing Company Secretaries
Alpeshkumar J. Panchal
Partner
Mem No. - 49008 C. P. No. – 20120
Date: May 28, 2019
Place: Mumbai.

Annexure - E

AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 ("the Act") and Rule 8(2) of the  Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis - NIL

2. Details of material contracts or arrangement or transactions (i.e. exceeding ten percent of the annual consolidated turnover as per the last audited financial statements) at arm's length basis

Sr. No.

Name(s) of the related party and nature of relationship

Nature of contracts/ arrangements/ transactions

Duration of the contracts / arrangements/ transactions

Salient terms of the contracts or arrangements or transactions including the value, if any

Date(s) of approval by the Board, if any:

Amount paid as advances, as on March 31, 2019 if any:

1.

Sun Pharma Laboratories Limited

(Wholly owned subsidiary)

Purchase of goods, property, plant & equipment, Revenue from contracts with customers, Sale of property, plant & equipment and investments, Dividend Income, Receiving and Rendering of Service, Reimbursement of expenses paid and expenses received, Loan taken and repaid, Interest on Loans repaid, Interest expense and Rent income

On-going

The related party transactions entered during the year were in ordinary course of business and on an arm's length basis. The aggregate amount of transactions for the financial year 2018-19 was Rs. 46,141.8 Million

Since these transactions are in the ordinary course of business and are at arm's length basis, approval of the Board is not applicable.

Nil

2.

Aditya Medisales Limited

(Direct Subsidiary of Shanghvi Finance Private Limited w.e.f. October 23, 2018 where Mr. Dilip S. Shanghvi, Promoter and Managing Director of the Company alongwith his spouse holds 100% shares)

Revenue from contracts with customers, Rent Income and Interest Income

On-going

The related party transactions entered during the year were in ordinary course of business and on an arm's length basis. The aggregate amount of transactions for the financial year 2018-19 was Rs. 31,418.1 Million

Since these transactions are in the ordinary course of business and are at arm's length basis, approval of the Board is not applicable. However the shareholders' approval has been obtained at the 25th Annual General Meeting of the Company held on September 26, 2017

Nil 1

 

 

For and on behalf of the Board of Directors

Place: Mumbai

Israel Makov

Date: May 28, 2019

Chairman

Annexure - F Annual Report on Corporate Social Responsibility (CSR) Activities for the Financial Year 2018-19

 

Details

Particulars

1.

A brief outline of the Company's CSR policy, including overview of projects or programmes proposed to be undertaken

The CSR policy of the Company encompasses its philosophy towards Corporate Social Responsibility and lays down the guidelines and mechanism for undertaking socially useful programs for welfare & sustainable development of the community at large.

The Company has identified health, education & livelihood, environment protection, water management and disaster relief as the areas where assistance is provided on a need-based and case-to-case basis. Your Company persisted with participation in such activities at the local, grass root level during the year.

2.

Reference to the web-link to the CSR policy and projects or programmes

The contents of CSR policy can be accessed through the web link http://www.sunpharma.com/policies and details on projects and programmes are forming part of this Annual Report

3.

Composition of the CSR Committee

Mr. Dilip S. Shanghvi, Chairman, Mr. Sudhir V. Valia, Member and Ms. Rekha Sethi, Member

4.

Average net profit of the Company for last three financial years

The average net profits of the Company for the last three financial years was negative.

5.

Prescribed CSR Expenditure (two percent of the amount as in item 4 above)

Since, the average net profit of the Company for the last three financial years was negative, the Company was not required to spend on CSR activities during the previous year. However, the Company has voluntarily spent on CSR activities.

6.

Details of CSR spend for the financial year:

 

 

a) Total amount spent for the financial year

Rs.39.36 Million

 

b) Amount unspent, if any

Nil

 

c) Manner in which the amount spent during the Financial year

Details given below

 

 

 

 

 

 

 

 

 

(Rs. in Million)

Sr. No.

CSR Project or Activity Identified

Sector in which the project is covered

Projects or Programs 1. Local Area or other 2. Specify the State and District where projects or programs were undertaken

Amount Outlay (Budget) Project or Program wise

Amount spent on the projects or programs (Direct Expenditure)

Overhead Expenditure

Cumulative expenditure upto to the reporting period

Amount spent Directly or through implementing agency

1

Mobile Medical Unit Programme

Healthcare under Item No.(i)

Ahmednagar (Ahmednagar, Maharashtra), Halol (Panchmahal, Gujarat), Mohali (SAS Nagar, Punjab), Toansa(SBS Nagar, Punjab), Paonta Sahib (Sirmour, Himachal Pradesh), Dewas (Dewas, Madhya Pradesh), Panoli(Bharuch, Gujarat), Ankleshwar(Bharuch, Gujarat), Karkhadi(Vadodara, Gujarat), Malanpur (Bhind, Madhya Pradesh) and Madurantakam (Kanchipuram, Tamilnadu)

31.60

20.84

0.77

91.02

Implementing Agency: 1. Help Age India 2. Sun Pharma Community Healthcare Society

2.

Education Programme

Education under Item No.(ii)

Karkhadi (Vadodara, Gujarat), Malanpur(Bhind, Madhya Pradesh), Ahmednagar (Ahmednagar.Maharashtra), Panoli(Bharuch, Gujarat), Madurantakam (Kanchipuram, Tamilnadu), Dewas (Dewas, Madhya Pradesh), Halol (Panchmahal, Gujarat), Silvassa (UT of Dadra & Nagar Haveli) and Toansa(SBS Nagar, Punjab)

6.76

5.41

0.04

10.76

Directly and Implementing Agency: SVADES

3.

Sanitation Programme

Healthcare under Item No.(i)

Ahmednagar (Ahmednagar, Maharashtra), Silvassa, (UT of Dadra & Nagar Haveli), Halol (Panchmahal, Gujarat), Panoli (Bharuch, Gujarat), Toansa (SBS Nagar, Punjab) and Madurantakam (Kanchipuram, Tamilnadu)

5.29

5.17

0.25

13.82

Directly and Implementing Agency: GVT-Dahod

4.

Environment Conservation Programme

Environment under Item No.(iv)

Panoli (Bharuch, Gujarat), Ahmednagar (Ahmednagar, Maharashtra), Paonta (Sirmour, Himachal Pradesh), Madurantakam (Kanchipuram, Tamilnadu) and Toansa (SBS Nagar, Punjab)

2.18

1.86

0.00

2.95

Directly

5.

Water Conservation -Pond Deepening Project

Rural Development Project under Item No. (x)

Halol (Panchmahal, Gujarat), Panoli (Bharuch, Gujarat), Ankleshwar (Bharuch, Gujarat) and Karkhadi (Vadodara, Gujarat)

2.10

1.62

0.00

1.62

Directly

6.

Rural Development Project

Rural Development under Item No. (x)

Dahej (Bharuch, Gujarat), Halol (Panchmahal, Gujarat), Panoli (Bharuch, Gujarat), Ahmednagar (Ahmednagar, Maharashtra), and Madurantakam (Kanchipuram, Tamilnadu)

1.70

1.53

0.00

4.51

Directly and implementing Agency: GVT-Dahod

7.

Disaster Relief Programme

Disaster Relief under Item No. (i)

Paonta (Sirmour, Himachal Pradesh) and Madurantakam (Kanchipuram, Tamilnadu)

1.01

1.01

0.00

1.22

Directly

8.

Drinking Water Project

Drinking Water under Item No. (i)

Toansa (SBS Nagar, Punjab) and Panoli (Bharuch, Gujarat)

0.45

0.45

0.02

0.62

Directly

9.

Healthcare Programme

Healthcare under Item No.(i)

Halol (Panchmahal, Gujarat) and Toansa (SBS Nagar, Punjab)

0.47

0.37

0.00

1.05

Directly

 

 

 

Grand Total

 

38.27

1.10

127.57

 

 

The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

 

 

For and on behalf of the Board of Directors

 

Dilip S. Shanghvi

Sudhir V.Valia

Place: Mumbai

Chairman - CSR Committee and

Member - CSR Committee and

Date: May 28, 2019

Managing Director

Whole-Time Director

CSR ACTIVITIES

Sun Pharmaceutical Industries Limited ("Sun Pharma") has taken-up diversified need-based CSR Projects in rural areas lying in the vicinity of its plant locations and also in remote, unprivileged areas for sustainable development of people as a part of its Social Responsibilities.

Our main objective is to emphasise on social process, quality and ensuring the sustainability, hence our implementation approach is strategic in nature, is more inclined towards the sustainability of the projects, addressing community needs, focussing poorest of the poor, disadvantaged, BPL and weaker sections of society.

All our CSR endeavours originate from our all-around enunciated Corporate Social Responsibility (CSR) Policy and our CSR program aims to address the immediate and long term needs of the community and focus on where we can have the biggest impact. We regularly listen to subject matter experts and gather feedback from all stakeholders.

At Sun Pharma, our CSR programmes mainly focussed upon Health, Education, Sanitation, Drinking water, Environment Conservation, Rural Development and Disaster Relief, which are designed to improve the quality of life of the people.

Mobile Medical Unit Programme

Mobile Medical Unit (MMU) Programme has been designed to meet the primary health needs of the communities residing in rural areas. The main objective of this programme is to provide a range of health care services focused upon maternal and child healthcare for populations living in remote, inaccessible, un-served and underserved areas at the doorsteps of these communities. This programme also emphasises on reduction in Maternal and Infant Mortality rate, improving health of adolescent girls, Prevention and Control of Communicable and Non-communicable diseases, Awareness regarding HIV/AIDS within the community.

The Company has invested Rs. 21.61 Million in this programme during the FY 2018-19. There were 11 locations covered under this project and has served around 147,611 patients with Clinical Treatment, whereas 78,255 beneficiaries were also benefitted under Preventive and Promotive healthcare services.

Education Programme

Education programme includes various different activities such as Infrastructure Upgradation in Schools, Computer literacy programme for students, Model School development Project, Provision of potable drinking water for the students, distribution of stationary/books, etc. These projects were implemented by Sun Pharma in various different locations with an objective to provide quality education to the underserved and under- privileged children of the rural remote areas. The project has covered different schools from Gujarat, Maharashtra, M.P., Punjab, UT of Dadra & Nagar

Haveli and Tamilnadu and the same has benefitted more than 11,821 students with an investment of Rs.5.45 Million during FY 2018-19.

Sanitation Programme

Household toilets are one of the most important aspects of sanitation. Company has constructed 216 individual household toilets for unprivileged communities based at Halol, Silvassa, Ahmednagar and Madurantakam locations with an objective to encourage better health for communities and improved quality of life amongst people living in rural areas. Apart from construction of Individual Household Toilets, Sun Pharma has also emphasised upon IEC (Information, Education and Communication) activities in various locations considering that construction of toilets is not sufficient if there is no proper awareness within the community regarding the use of toilets. Therefore, Company has carried out a Sanitation and Cleanliness drive across all project locations, which has benefitted the communities at large. The project was undertaken with an investment of Rs. 5.42 Million during the FY 2018-19 for the construction of individual household's toilets and its Sanitation and Cleanliness drive programme.

Environment Conservation Programme

The Company has continued this programme implemented towards environment protection and to create awareness within the community regarding the importance of environment conservation.

Some of the activities that were undertaken by the company are:

1. Roadside tree plantation

2. Distribution of saplings

3. Awareness generation programme within the community for the importance of tree plantation

4. Celebration of Environment Day in Schools

The Company has made an investment of Rs.1.86 Million during the FY 2018-19 in various locations like Ahmednagar, Panoli, Toansa, Maduranthakam and Paonta which has benefitted communities at large.

Water Conservation - Pond Deepening Project

Water Conservation - Pond Deepening Project is an initiative undertaken by Sun Pharma as an alignment with flagship Scheme of Gujarat Government, titled as "Sujalam Sufalam Yojana" which focuses on water conservation during rainy season to increase the availability of water in rural areas where local villagers & communities are directly dependent upon local water bodies like ponds and ground water for their survival. This project was implemented in Ankleshwar, Halol, Karkhadi and Panoli with an investment of Rs.1.62 Million during the FY 2018-19.

Rural Development Project

Rural Development projects were implemented to improve the lives of rural population in terms of access to facilities such as healthcare and education. The Company has undertaken various activities such as Installation of Solar lights in Abhetwa Village, Halol Taluka, Gujarat, Installation of Traffic Signal lights in Ahmednagar Taluka, Maharashtra. Construction of Community Kitchen Area in Dahej, Gujarat, Provision of LPG connection and Utensils in Anganbari Centers of rural areas of Madurantakam Taluka, Tamilnadu and Playground development at Panoli, Gujarat.

The company has fulfilled its social responsibility after addressing the needs of rural neighbouring communities in the vicinity of its operational manufacturing sites with an investment of Rs.1.53 Million during the FY 2018-19 and has benefitted 4,132 villagers and other communities through this project.

Disaster Relief Programme

Sun Pharma supported the cause of immediate disaster relief for communities during the flood affected disaster that took place in Himachal Pradesh and Tamilnadu. The programme was taken-up with an investment of Rs 1.01 Million during the FY 2018-19.

Drinking Water Project

Drinking Water Project was implemented in Toansa and Panoli with an aim to provide safe drinking water for neighbouring communities residing in vicinity of our plant areas.

This project was implemented with an investment of Rs.0.47 Million for Community water Project at Bhadi Village, District Bharuch, Gujarat and for running deep bore well at village Toansa in Punjab. 125 Households were provided with clean and potable drinking water in upper and lower Toansa village, whereas in Panoli, this project aimed at benefitting around 2,831 villagers of Bhadi village with the help of WASMO.

Healthcare Programme

Under Healthcare programme, basic health services such as distribution of medicines, mega medical camp and maintenance of Subsidiary health center were undertaken at Toansa, Punjab, whereas the Company has installed medical equipment for Blood Bank development which is benefitting the community of Halol area at large. The project has benefitted more than 2,240 patients in Toansa and under this programme the company has invested Rs. 0.37 Million during the FY 2018-19.

Annexure - G

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014

A. Conservation of Energy

1. Steps taken or impact on Conservation of Energy

• Hot water generation system for process is changed to plate heat exchangers from direct live steam heating.

• Conventional light fittings are replaced with LED lighting.

• Old natural cooling towers are replaced with forced draft cooling tower to improve the performance of utilities.

• Cooling tower centrifugal pumps are replaced with inline energy efficient pumps thereby the motor energy reduced by more than 50%.

• Usage of steam with long distribution piping for HVAC hot water demand is replaced by Heat pump.

• Steam condensate recovery is improved.

• Replaced reciprocating air compressor by energy efficient screw compressor.

• New motor procurement higher than 30 kW is done with energy efficient motor.

• Power factor is improved at various sites.

• Designed pump head is reviewed to meet the actual demand there by substantial saving on Power.

• Water Ring Vacuum pumps are replaced with Dry Vacuum Pumps.

2. Steps taken by the Company for utilising alternate sources of energy

In following factories biomass briquettes are used instead of conventional fuel (FO/HSD) - Ahmednagar, Panoli, Mohali, Silvassa, Dadra, Karkhadi, Dewas, MKM Chennai, Paonta Sahib. In MKM Chennai - Partially power is used from the wind mills. In Gurgaon Location - Partially power is used from rooftop solar.

3. Capital investment on energy conservation equipments

Capital investment of Rs.91.1 Million is done on energy conservation equipments.

B. Technology Absorption

(A) Research and Development

Expenditure on R&D

 

 

(Rs. in Million)

 

Year ended March 2019

Year ended March 31, 2018

Capital

590.9

1,591.0

Revenue

9,029.9

8,011.5

Total

9,620.8

9,602.5

Total R&D expenditure as % of Total Turnover

9.8%

10.9%

(B) Technology Absorption, Adaptation and Innovation 1. Efforts in brief, made towards technology absorption, adaptation and innovation

The Company continues to invest on R&D, both as revenue expenses as well as capital investments. Part of this spending is for developing complex products, specialty products, generic products, and API technologies that are complex and may require dedicated manufacturing blocks. Investments have been made in creating research sites, employing scientifically skilled and experienced manpower, adding equipment, sponsored research and in accessing world class consultants to continuously upgrade the research understanding of the scientific team in the technologies and therapy areas of our interest.

There has been thrust on the development of novel technologies like use of green reagents for chemical transformations in API synthesis and ultrasonic crystallisation for achieving required particle size, capillary flow reactors for continuous process and safety related studies using reaction calorimetry. Product Life Cycle management has been undertaken for key products. Backward integration is a key strategic objective and many of our products enjoy the benefit of this backward integration.

Process robustness has been implemented for wide range of products with the objective to reduce cost and increase in-process capability.

Novel compact dosage forms having differentiation with regards to improved stability and/or reduced pharmacokinetic variability have been developed for the Indian market. Stable liquid oral formulations of labile products are also being developed.

2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution

(a) Offers complete basket of products under chronic therapeutic classes. Many products are in the pipeline for future introduction in India, emerging markets, as well as US and European generic market. The company has developed an ability to challenge patents in the US market, and earn exclusivity.

(b) Not dependent on imported technology, can make high-end products available at competitive prices by using indigenously developed manufacturing processes and formulation technologies.

(c) Offers technologically advanced differentiated products which are convenient and safe for administration to patients.

(d) We are among the few selected companies that have set up completely integrated manufacturing capability for the production of anticancer, hormones, peptide, immunosuppressant and steroidal drugs.

(e) The Company has benefited from reduction in cost due to import substitution and increased revenue through higher exports.

(f) Clinical studies of some products (complex and difficult to formulate) have been carried out at our in-house clinical pharmacology units. This has helped to maintain R&D quality and regulatory compliance with significantly reduced cost.

3. Your company has not imported technology during the last 5 years reckoned from the beginning of the financial year.

C) Foreign Exchange Earnings and Outgo -

 

(Rs. in Million)

 

Year ended March 31, 2019

Year ended March 31, 2018

Earnings

66,025.4

51,402.9

Outgo

38,610.2

32,233.0

 

For and on behalf of the Board of Directors

Place: Mumbai

Israel Makov

Date: May 28, 2019

Chairman

 

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