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Sun Pharmaceutical Industries Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2017

The Directors take pleasure in presenting the Twenty-Fifth Annual Report and Company’s Audited Financial Statements for the financial year ended March 31, 2017.

FINANCIAL RESULTS

(Rs. in Million)

Particulars

Standalone

Consolidated

Year ended March 31, 2017

Year ended March 31, 2016

Year ended March 31, 2017

Year ended March 31, 2016

Total - Revenue

78,067.0

78,636.9

315,784.4

284,870.3

Profit Before Tax

(324.4)

(10,820.6)

90,478.7

65,706.3

Tax Expense:

-Current Tax

25.1

54.5

4,046.4

11,954.1

-Deferred Tax Charge / Credit

-

-

8,069.3

(2,816.4)

(Loss) / Profit after tax

(349.5)

(10,875.1)

78,363.0

56,568.6

Profit after Tax before Share in profit / (loss) of associates and non controlling interests

-

-

78,363.0

56,568.6

Share of Profit of Associates / Joint ventures (Net) Net Profit after taxes and share of profit / (loss) of associates and joint ventures but before non-controlling interests

99.3

14.5

Total Other Comprehensive Income

(633.8)

(247.9)

(14,871.9)

14,353.4

Total Comprehensive Income

(983.3)

(11,123.0)

63,590.4

70,936.5

Total Comprehensive Income for the period attributable to:

-Owners of the Company

(983.3)

(11,123.0)

56,306.1

58,251.6

-Non-Controlling Interest

7,284.3

12,684.9

Opening balance in Retained Earnings

126,353.4

146,184.5

251,630.4

216,743.1

Amount available for appropriation

(949.6)

(11,141.9)

68,933.4

45,109.6

Dividend on Equity Shares

(2,406.8)

(7,219.5)

(2,406.8)

(7,219.5)

Corporate Dividend tax

(74.7)

(1,469.7)

(490.0 )

(1,469.7)

Transfer to various Reserves:

-Capital redemption Reserve

(7.5)

-

(7.5)

-

-Debenture redemption Reserve

-

-

(1,041.7)

(1,041.7)

-Capital reserve

-

-

(50.6)

(188.9)

-Buy-back of equity shares by overseas subsidiary company

-

-

(10,110.3)

(302.3)

-Legal reserve

-

-

-

(0.2)

-General reserve

-

-

-

-

Closing balance in Retained Earnings

122,914.8

126,353.4

306,456.9

251,630.4

Figures for Financial Year 2015-16 have been restated as per Ind AS and therefore may not be comparable with financials for Financial Year 2015-16 approved by the Directors and disclosed in the Financial Statement of previous year.

DIVIDEND

Your Directors are pleased to recommend an equity dividend of Rs.3.50/-(Rupees Three and Fifty Paise only) per equity share of Rs.1/- each [previous year Rs.1/- per equity share of Rs.1/- each] for the year ended March 31, 2017, subject to the approval of the equity shareholders at the ensuing Annual General Meeting.

CHANGES IN CAPITAL STRUCTURE

The changes in the capital structure of the Company during the year under review, are as follows:

i. The Company allotted 62682 equity shares of Rs.1/- each under Sun Employee Stock Option Scheme-2015.

ii. On October 18, 2016, the Company completed Buyback of 7,500,000 (Seventy Five Lakhs) fully paid-up equity shares of Rs.1/- each (representing about 0.31% of the total outstanding pre Buyback equity shares of our Company) at a price of Rs.900/- (Rupees Nine Hundred only) per equity share for an aggregate amount of Rs.6,750,000,000/- (Rupees Six Billion Seven Fifty Million only) from the equity shareholders/ beneficial owners holding equity shares as on Record Date i.e. July 15, 2016 on proportionate basis through the tender offer route using mechanism for acquisition of shares through Stock Exchange.

Consequent to above changes, the paid up share capital of the Company decreased to Rs.2,399,291,181/- (Rupees Two Billion Three Hundred Ninety-Nine Million Two Hundred Ninety One Thousand One Hundred Eighty-One only) as on March 31, 2017 from Rs.2,406,728,499/- (Rupees Two Billion Four Hundred Six Million Seven Hundred Twenty-Eight Thousand Four Hundred Ninety-Nine only).

Further, on May 26, 2017, the Company alloted 3000 equity shares of Rs.1/- each under Sun Employee Stock Option Scheme - 2015 and 12,000 equity shares of Rs.1/- each under Sun Employee Stock Option Plan - 2015.

SCHEME OF ARRANGEMENT FOR AMALGAMATION

During the year, the Board of Directors at its meeting held on November 10, 2016 approved the Scheme of Arrangement among Sun Pharma Medisales Private Limited, Ranbaxy Drugs Limited, Gufic Pharma Limited, Vidyut Investments Limited (collectively known as “Transferor Companies”, which are the wholly owned subsidiaries of the Company) and the Company and their respective members and creditors (“Scheme of Arrangement”). The Hon’ble National Company Law Tribunal, at Ahmedabad vide its order dated April 18, 2017, 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 20, 2017 to approve the Scheme of Arrangement. The appointed date for the said amalgamation is April 1, 2017 or such other date as may be agreed between the Transferor Companies and the Company and approved by the National Company Law Tribunal. Pursuant to Scheme of Arrangement, no consideration shall be paid and no shares of the Company shall be issued and allotted on amalgamation. The Scheme of Arrangement will enable the Company to consolidate and effectively manage the Transferor Companies and the Company in a single entity, which will provide several benefits including synergy, economies of scale, attain efficiencies and cost competitiveness.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act’) as prescribed in form MGT-9 is enclosed as “Annexure A” to this Report.

SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

The statement containing the salient features of the Financial Statements of the Company’s subsidiaries/ joint ventures/ associate companies of the Company is given in Form AOC - 1, which forms a part of this 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 of the Consolidated Financial Statements forming part of this 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 39 of the notes to the Consolidated Financial Statements, forming part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Israel Makov and Mr. Sailesh T. Desai, Directors of the Company retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. Kalyanasundaram Subramanian was appointed as an Additional and Whole-time Director of the Company, without remuneration, w.e.f. February 14, 2017 as per the provisions of Section 161(1) of the Act and he shall hold the office upto the date of ensuing Annual General Meeting. The Board recommends appointment of Mr. Kalyanasundaram Subramanian as a Whole-time Director of the Company for a period of 2 (Two) years upto February 13, 2019 without any remuneration, for approval of the members at the ensuing Annual General Meeting.

The term of appointment of Mr. Dilip S. Shanghvi as Managing Director will expire on March 31, 2018. He has made significant contribution to overall growth of the Company’s business. Your Directors recommend the re-appointment of Mr. Dilip S. Shanghvi for a further period of five years from April 1, 2018 to March 31, 2023, at remuneration as proposed in the resolution.

Appropriate resolutions for the appointment of the Directors are being placed for your approval at the ensuing Annual General Meeting. Your Directors recommend the appointment of the aforesaid Directors by the Members at the ensuing Annual General Meeting.

Mr. Uday Baldota, Chief Financial Officer of the Company, has resigned as Chief Financial Officer w.e.f. June 19, 2017 to assume office as Chief Executive Officer of Taro Pharmaceutical Industries Limited, a subsidiary of the Company and Mr. C.S. Muralidharan has been appointed as Chief Financial Officer w.e.f June 19, 2017 at the Board Meeting held on May 26, 2017.

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 sub-section (6) of Section 149 of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations, 2015”).

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 & 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 fulfills such criteria with regard to qualifications, positive attributes, Independence, age and other criteria as laid down under the Act, Listing Regulations, 2015 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on remuneration of Directors & Key Managerial Personnel. The Remuneration Policy of the Company is enclosed as Annexure B to Corporate Governance Report, which forms part to this Report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, 2015, 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 may 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 6 (Six) times during the previous financial year on May 30, 2016; June 23, 2016; August 12, 2016; September 17, 2016; November 10, 2016 and February 14, 2017. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations, 2015.

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 and relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and 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 indicative criteria for the evaluation based on 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 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, 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 knowledge and competency, fulfillment of functions, availability and attendance, initiative integrity contribution and commitment, independence, independent views and judgement etc.

HUMAN RESOURCES

Your Company recognises that employees are the most valuable resource and endeavors to enable its employees to meet business requirements while meeting their career aspirations. The Human Resource agenda continues to support the business in achieving sustainable and responsible growth by building the right capabilities in the organisation. It continues to focus on progressive employee relations policies and building a high-performance culture with a growth mind-set where employees are engaged, productive and efficient. Globally the Company (including subsidiary and associate companies) has a dedicated human capital of over 30,000 employees at various locations across our Corporate Office, R & D Centers & more than 42 active Manufacturing locations, dedicated Sales Professionals across various geographies. Your Directors would also like to take this opportunity to express their appreciation for the hard work 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 B” to this report. Further, the information pertaining to 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 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 endeavor 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 thereunder. The Company arranged various interactive awareness workshops in this regard for the employees in the manufacturing sites, R & D set ups & Corporate Office during the financial year. The Company submitted the Annual returns to the local authorities under the above mentioned act . During the financial year ended March 31, 2017, no complaint pertaining to sexual harassment was received by the Company.

AUDITORS

Statutory Auditors

The Company’s Auditor, Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm’s Regn No. 117366W/W-100018), were appointed as the Statutory Auditors of the Company for a period of three years at the 22nd Annual General Meeting of the Company, and they shall retire at the conclusion of the ensuring 25th Annual General Meeting of the Company. The Auditors’ Report for the financial year ended March 31, 2017, has been issued with an unmodified opinion, by the Statutory Auditors. The Board of Directors placed on record their appreciation for the retiring auditors.

The Board of Directors of the Company had proposed and recommended the appointment of M/s. S R B C & Co LLP, Chartered Accountants, (Firm Registration No. 324982E/E300003) as the statutory auditors of the Company for a period of 5(Five) years from the conclusion of 25th Annual General Meeting of the Company, upto the conclusion of the 30th Annual General Meeting of the Company, subject to approval of members at the ensuing 25th Annual General Meeting and ratification by members at every Annual General Meeting of the Company. M/s. S R B C & Co LLP, Chartered Accountants, have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for the appointment as Auditors of the Company and as required under Regulation 33 of the Listing Regulations, 2015.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs C. J. Goswami & Associates, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure C”.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

The Company has appointed Messrs. Kailash Sankhlecha & Associates, Cost Accountants, Vadodara as Cost Auditor of our Company for conducting Cost Audit in respect of Bulk Drugs & Formulations of your Company for the year 2017-18.

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 previous financial year with the related parties were in the ordinary course of business and on arm’s length basis.

The Company has entered into material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, during the year with Sun Pharma Laboratories Limited, a wholly owned subsidiary.

The transactions entered into between a holding company and its wholly owned subsidiary do not require approval of the shareholders.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable for the current year.

AUDIT COMMITTEE COMPOSITION

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

RISK MANAGEMENT

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 Board of Directors have 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. There is an overarching Risk Management Policy in place that was reviewed and approved by the Board. The Corporate Governance Report, which forms a part of this Report, contains the details of Risk Management Committee.

INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal financial control framework. During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee & 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 is available on the website of the Company and can be accessed through the web link: http:// www.sunpharma.com/policies. The average net profits of the Company for last three financial years is negative, therefore the

Company was not required to spend on CSR activities during the previous year. However, the Company has voluntarily spent on CSR activities and the annual report on CSR activities containing details of voluntary expenditure incurred by the Company and brief details on the CSR activities are given in “Annexure D”.

DIVIDEND DISTRIBUTION POLICY

In accordance with the Regulation 43A of Listing Regulations, 2015, the Company has formulated Dividend Distribution Policy and the same is annexed herewith as “Annexure E”. The policy is also available on the website of the Company and can be accessed through the web link: http://www.sunpharma.com/policies.

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, 2015 is provided in a separate section and forms a 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, 2015, are enclosed as a separate section and forms a 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 annexed herewith as “Annexure F”.

EMPLOYEES’ STOCK OPTION SCHEMES

The Company has two Employees’ Stock Option Schemes, one through Trust Route and the other by Direct Route, both inherited from erstwhile Ranbaxy Laboratories Limited (“Ranbaxy”). The scheme through Direct Route has been named as Sun Pharma Employee Stock Option Scheme - 2015, and the one through Trust Route as Sun Pharma Employee Stock Option Plan - 2015. Both the schemes were adopted by the Company with certain amendments consequent upon merger of erstwhile Ranbaxy into the Company. The both the Schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Disclosures with respect to the Employees’ Stock Option Schemes in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are 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 (SPIL) 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, 2017, 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, 2017 and of loss 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 this 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, 2017 has been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at and for the previous year ended March 31, 2016. Further, the Company has prepared the opening consolidated balance sheet as at April 1, 2015 (the transition date) in accordance with Ind AS.

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 and long term bank facilities of the Company.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report of the Company for the year ended March 31, 2017, in line with Green initiative, is made available on the website of the Company (http://www.sunpharma. com/pdflist/all-documents) and forms part of the Annual Report, and is available at the Registered office / Corporate office of the Company for inspection. A copy of the aforesaid report shall be made available to such of those shareholders who are desirous and interested, upon receipt of a written request from them.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, employees and business partners, Company’s bankers, medical profession 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

Israel Makov

Chairman

May 26, 2017

Mumbai


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Twenty-Second Annual Report and Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS

(Rs.in Million except dividend per share and book value)

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended 31st March, 31st March, 31st March, 31st March, 2014 2013* 2014 2013

Total Income 29,882 26,683 166,326 116,880

(Loss)/Profit after tax (28,285.2) 5,166 31,415 29,831

Dividend on Equity Shares 3,107 5,178 3,107 5,178

Corporate Dividend tax 528 880 528 880

Transfer to various Reserves NIL 520 NIL 520

Amount of dividend per equity share ofRs.1/- each 1.50 2.50# 1.50 2.50#

Book value per equity share Rs. 1/- each 36 38# 89 72#

* Previous year figures for standalone are not comparable, since current year figures include the effect of merger of the Specified undertaking of Sun Pharma Global FZE, into the Company with effect from 1st May, 2013.

# Post Bonus Issue

DIVIDEND

Your Directors are pleased to recommend an equity dividend of Rs. 1.50 per equity share of face value Rs. 1/- each (previous year Rs. 2.50 per equity share) for the year ended 31st March, 2014.

MERGER OF RANBAXY

At Sun Pharma, we have taken a significant initiative to enhance shareholder value for the future. We are in the process of acquiring Ranbaxy Laboratories Limited, India''s leading Company in sales, in one of India''s largest M&A transactions. The deal, an all-stock transaction valued at US$ 4 billion, is expected to be completed by December 2014. Ranbaxy shareholders will receive 0.8 share of Sun Pharma for each Ranbaxy''s share. Further details on the merger, are provided in the Management Discussion and Analysis report which forms part of this Report.

BONUS SHARES

The Company had on 3rd August, 2013 allotted 1,035,581,955 Equity Shares of Rs. 1/- each as Bonus Shares to the Equity Shareholders of the Company in the ratio of 1 (One) Equity Share of Rs. 1/- each for every 1(One) Equity Share of Rs. 1/- each held on the Record Date, being 30th July, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company is provided in a separate section and forms part of this report.

HUMAN RESOURCES

Your Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company has a dedicated team of over 14,000 employees at various locations across our corporate office, various R&D Centers & 25 plant locations (including Associate Companies) spread across three Continents. Our constant endeavor is to invest in people and people processes to improve service delivery to our customers. Attracting the right talent and engaging them for high performance is our focus, whereas we strive to provide a great place to work to our human resources through challenging and learning environment.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary/ Compliance Officer at the Corporate Office or Registered Office address of the Company.

INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The additional information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this Report.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges, are annexed.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the year ended 31st March, 2014, in line with Green initiative, is made available on the website of the Company (www.sunpharma.com) and forms part of the Annual Report, and is kept at the Registered Office of the Company for inspection. A copy of the aforesaid report shall be made available to such of those shareholders who are desirous and interested, upon receipt of a written request from them.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries is annexed to this Report.

SUBSIDIARIES

The Ministry of Corporate Affairs, Government of India, New Delhi has issued direction under Section 212(8) of the Companies Act, 1956 vide general circular No.2/2011 dated 8th February, 2011 and in accordance with the same, the Balance Sheet, the Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The information relating to each subsidiary including subsidiaries of subsidiaries, as required by the aforesaid circular, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office & Corporate/ Head Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies also.

FINANCE

CRISIL continued to reaffirm its highest rating of "AAA/ Stable" and "A1 ", for your Company''s Banking Facilities throughout the year enabling your Company to avail facilities from banks at attractive rates. The Company does not offer any Fixed Deposit Scheme.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has identified health, education, livelihood, disaster relief and civic utilities 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, grassroot level during the year. In the past, support has been offered towards disaster relief as well as participation in the facilitation of civic utilities around the Plants/Research Centers. Your Company remains interested in these contributions.

DIRECTORS

Mr. Israel Makov, Director retires by rotation and being eligible offers himself for re-appointment. Ms. Rekha Sethi was appointed as Additional Independent Director of the Company with effect from 13th February, 2014 and holds office as a Director up to the ensuing Annual General Meeting.

In terms of Section 149, and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company viz. Mr. S.M Dadha, Mr. Keki Mistry, Mr. Hasmukh Shah, Mr. Ashwin Dani and Ms. Rekha Sethi are proposed to be appointed as Independent Directors of the Company in accordance with the requirements of Companies Act 2013, at the ensuing Annual General Meeting of the Company.

The Company has received the requisite notice under Section 160 of the Companies Act, 2013 from members to proposing their name for being appointed as Independent Directors of the Company.

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 sub-section (6) of Section 149 of the Companies Act, 2013.

Appropriate resolutions for the appointment/re- appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Your Directors recommend the appointment/re- appointment of the aforesaid Directors by the Members at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i)that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and of Companies Act, 2013 to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

(iv) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

AUDITORS

Your Company''s auditors, Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 139 of the Companies Act, 2013.

COST AUDITORS

The Company has appointed Messrs. Kailash Sankhlecha & Associates, Cost Accountants, Vadodara as Cost Auditors of our Company for conducting Cost Audit in respect of Bulk Drugs & Formulations of your Company for the year ended 31st March, 2014.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders and business partners, your Company''s bankers, financial institutions, medical profession and business associates for their continued support and valuable co-operation. 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

ISRAEL MAKOV

Chairman 12th August, 2014 Mumbai


Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the Twenty-First Annual Report and Audited accounts for the year ended March 31, 2013

FINANCIAL RESULTS

(Rs. in million except dividend per share and book value)

Year ended Year ended March 31, 2013* March 31, 2012

Total Income 26,683 43,584

Profit after tax 5,166 16,975

Dividend on Equity Shares 5,178 4,401

Corporate Dividend tax 880 714

Transfer to various Reserves 520 2,000

Amount of dividend per equity share of Rs.1/- each 2.50 4.25

Book value per equity share of Rs.1/- each 75 76

*Previous year figures are not comparable since they include the figures with respect to the Domestic Formulation undertaking which got transferred to and /or vested in Sun Pharma Laboratories Limited , the Company''s wholly onwed subsidiary company as a going concern as on March 31, 2012.

DIVIDEND

Your Directors have recommended an equity dividend of Rs.2.50 per equity share of face value Rs.1/- each (equivalent to Rs.5.00 per equity share pre-bonus) (previous year Rs.4.25 per equity share) for the year ended March 31, 2013.

BONUS SHARES

The Company on August 3, 2013 allotted 1,035,581,955 Equity Shares of Rs.1/- each as Bonus Shares to the Equity Shareholders of the Company in the ratio of 1 (One) Equity Share of Rs.1/- each for every 1(One) Equity Share of Rs.1/- each held on the Record Date, July 30, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company is provided in a separate section and forms part of this report.

HUMAN RESOURCES

Your Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company has a dedicated team of over 13000 employees at various locations across our corporate office, various R&D Centers & 23 plant locations (including associate companies) spread across three continents. The Company strives to inculcate the culture where its employees are motivated and their performance is aligned with values. Your Company has achieved this present level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity and innovation and ensuring a climate of synergy and enthusiasm has been at the core of Human Resource initiatives and interventions. Management Development Programmes (MDPs) are organised at regular intervals in the form of workshops to nurture, enhance and retain the top talent.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary/Compliance Officer at the Corporate Office or Registered Office address of the Company.

INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The additional information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this Report.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges, are annexed.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the year ended March 31, 2013, in line with Green initiative, is made available on the website of the Company www.sunpharma.com and forms part of the Annual Report, and is kept at the Registered Office of the Company for inspection. A copy of the aforesaid report shall be made available to such of those shareholders who are desirous and interested, upon receipt of a written request from them.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries is annexed to this Report.

SUBSIDIARIES

The Ministry of Corporate Affairs, Government of India, New Delhi has issued direction under Section 212(8) of the Companies Act, 1956 vide general circular No.2/2011 dated February 8, 2011 and in accordance with the same, the Balance Sheet, the Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The information relating to each subsidiary including subsidiaries of subsidiaries, as required by the aforesaid circular, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office & Corporate / Head Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies also.

FINANCE

CRISIL continued to reaffirm its highest rating of "AAA/ Stable" and "A1 ", for your Company''s Banking Facilities throughout the year enabling your Company to avail facilities from banks at attractive rates. The Company does not offer any Fixed Deposit Scheme.

CORPORATE SOCIAL RESPONSIBILITY

Your company has identified health, education, disaster relief and civic utilities 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, grassroots level during the year. In the past, support has been offered towards disaster relief as well as participation in the facilitation of civic utilities around the plants/research centers. Your Company remains interested in these contributions.

DIRECTORS

Shri, Dilip S. Shanghvi, Shri Sailesh T. Desai and Shri Hasmukh S. Shah retire by rotation and being eligible offer themselves for re-appointment. The terms of appointment of Shri Sudhir V. Valia and Shri Sailesh T. Desai as Whole-time Director will expire on March 31, 2014. Both of these Directors have made significant contribution to overall growth of the Company''s business. Your Directors recommend the re-appointment of both Directors for a further period of five years from April 1, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures,

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review,

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

(iv) that the Directors have prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

AUDITORS

Your Company''s auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224(1-B) of the Companies Act, 1956.

COST AUDITORS

The Company has appointed Messrs.Kailash Sankhlecha & Associates, Cost Accountants, Vadodara as Cost Auditors of our Company for conducting Cost Audit in respect of Bulk Drugs & Formulations of your Company for the year ended March 31, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders and business partners, your Company''s bankers, financial institutions, medical profession and business associates for their continued support and valuable co-operation. 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

Israel Makov

Chairman

August 9, 2013

Mumbai


Mar 31, 2012

The Directors take pleasure in presenting the Twentieth Annual Report and Audited Accounts for the year ended March 31, 2012.

Financial Results

(Rs. in million except dividend per share and book value)

Particulars Year ended Year ended March 31, March 31, 2012 2011

Total Income 43584 33017

Profit after tax 16975 13838

Dividend on Equity Shares 4401 3625

Corporate Dividend tax 714 588

Transfer to various Reserves 2000 5000

Amount of dividend per equity share of Rs.1/- each 4.25 3.5

Book value per equity share of Rs.1/- each 76 65

Dividend

An interim equity dividend of Rs. 4.25 per equity share of face value Rs.1/- each (previous year Rs. 3.50 per equity share) for the year ended March 31, 2012 as recommended by the Board of Directors of the Company at their Meeting held on August 10, 2012 was paid on August 22, 2012 to the Equity Shareholders of the Company whose names stood on the Register of Members on August 16, 2012. Yours Directors recommend that the interim dividend paid as aforesaid be treated as final for the year ended March 31, 2012.

Management Discussion and Analysis

The Management Discussion and Analysis on the operations of the Company is provided in a separate section and forms part of this report.

Scheme of Arrangement in the form of spin off and transfer of Domestic Formulation Division of our Company to Sun Pharma Laboratories Ltd., a wholly owned subsidiary of our Company with effect from March 31, 2012

As all of us are aware that, your Company had undertaken the Scheme of Arrangement in the form of spin off and transfer of domestic formulation undertaking of our Company to Sun Pharma Laboratories Ltd., a wholly owned subsidiary of our Company with effect from March 31, 2012. The said spin off has been sanctioned by the Honourable High Court of Gujarat at Ahmedabad and by the Honourable High Court of Judicature at Bombay, pursuant to Sections 391 to 394 of the Companies Act, 1956 on May 3, 2013. On completion of the necessary formalities, the spin off has been effective from March 31, 2012 and the impact of the spin off has been incorporated in the Audited Accounts for the year under review.

Human Resources

Human Resource development continues to be a key focus area at Sun Pharma and your Company takes great pride in the commitment, competence and vigor shown by its workforce in all realms of business. You have a dedicated team of over 13000 employees at various locations across our corporate office, various R&D Centers & 23 plant locations (including associate companies) spread across three continents. The Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. Your Directors truly appreciate the efforts and contribution by Team Sun Pharma for maintaining and further accelerating the growth pace.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary/Compliance Officer at the Corporate Office or Registered Office address of the Company.

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo.

The additional information relating to energy conservation, technology absorption, foreign exchange earning and outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this Report.

Corporate Governance

Report on Corporate Governance and Certificate of the auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges, are annexed.

Consolidated Accounts

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries is annexed to this Report.

Subsidiaries

The Ministry of Corporate Affairs, Government of India, New Delhi has issued direction under Section 212(8) of the Companies Act, 1956 vide general circular No.2/201 1 dated February 8, 2011 and in accordance with the same, the Balance Sheet, the Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The information relating to each subsidiary including subsidiaries of subsidiaries, as required by the aforesaid circular, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office & Corporate / Head Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies also.

Finance

CRISIL continued to reaffirm its highest rating of "AAA/ Stable" and "A1 ", for your Company''s Banking Facilities throughout the year enabling your Company to avail facilities from banks at attractive rates. The Company does not offer any Fixed Deposit scheme.

Corporate Social Responsibility

At the close of a relatively event-free, disaster-free year, your Company persisted with participation in activities at the local, grassroots level across health and education. In the past, support has been offered towards disaster relief as well as participation in the facilitation of civic utilities around the plants/research centers. Your Company remains interested in these contributions.

Directors

Mr. S. Kalyanasundaram, resigned as the Director of the Company with effect from March 31, 2012 so as to relocate himself to the USA to take care of the Group''s business interests in North and South America. The Directors place on record their appreciation of the services rendered by Shri S. Kalyanasundaram during his tenure of Directorship with the Company. Mr. Israel Makov was appointed as an Additional Director and Chairman of the Company and Mr. Dilip Shanghvi stepped down from the Chairmanship of the Company at Meeting of the Board of Directors held on May 29, 2012.

At the Twentieth Annual General Meeting of the Company held on November 8, 2012 which was adjourned sine die pending approval of the respective High Courts of Gujarat and Bombay, Mr. Keki M. Mistry, Mr. Sudhir V. Valia and Mr. Ashwin Dani retired by rotation and were re-appointed, the appointment of Mr. Israel Makov as a Director of the Company was confirmed and Mr. Dilip Shanghvi was reappointed as the Managing Director of the Company for a further period of 5 years effective from 1st April, 2013.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

(iv) that the Directors have prepared the annual accounts for the financial year ended March 31, 2012 on a ''going concern'' basis.

Auditors

Your Company''s auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, have already been re-appointed at the Twentieth Annual General Meeting of the Company held on November 8, 2012.

Cost Auditors

The Company has appointed Messrs Kailash Sankhlecha & Associates, Cost Accountants, Vadodara as Cost Auditors of our Company for conducting Cost Audit in respect of Bulk Drugs & Formulations of your Company for the year ended March 31, 2012.

Acknowledgements

Your Directors wish to thank all stakeholders and business partners, your Company''s bankers, financial institutions, medical profession and business associates for their continued support and valuable co-operation. 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

Dilip S. Shanghvi Sudhir V. Valia

Managing Director Whole-time Director

May 28, 2013

Mumbai


Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the Nineteenth Annual Report and Audited Accounts for the year ended March 31,2011.

FINANCIAL RESULTS

(Rs. in million except dividend per share and book value)

Year ended Year ended March 31, 2011 March 31, 2010

Total Income 32989 26084

Profit aftertax 13838 8987

Dividend on Equity Shares 3625 2848

Corporate Dividend tax 588 473

Transferto General Reserve 5000 3000

Amount of dividend per equity share ofRs.1/- each (Previous year per equity 3.5 1375 share ofRs. 5/-each)

Book value per equity share ofRs.1/- each(Previous year per equity share 65 276 ofRs. 57-each)

Dividend

Your Directors are pleased to recommend an equity dividend of Rs. 3.50 per equity share of face value Rs. 1/-each (previous year Rs. 13.75 per equity share of face value Rs. 5/-each) for the year ended March 31,2011.

Split of Equity Shares

As approved by the Shareholders of the Company by way of postal ballot conducted during November, 2010, the results of which were announced on November 12,2010, the Equity Shares of Rs. 5/- each of the Company were sub- divided into 5 Equity Shares ofRs. 1/-each during the year under review.

Management Discussion and Analysis

The management discussion and analysis on the operations of the Company is provided in a separate section and forms part of this report.

Human Resources

Human Resource development continues to be a key focus area at Sun Pharma and your Company takes great pride in the commitment, competence and vigor shown by its workforce in all realms of business. You have a dedicated team of over 11200 employees at various locations across our corporate office, various R&D Centers & 19 plant locations (including associate companies) spread across three continents.The Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. A transparent work culture, quality of work and supportive environment induces discretionary behavior among employees which gives them the opportunity to personally succeed in a way that leads to collective organizational success. Your Directors truly appreciate the efforts and contribution by Team Sun Pharma for maintaining and further accelerating the growth pace.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary/Compliance Officer at the Corporate Office or Registered Office address of the Company.

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo.

The additional information relating to energy conservation, technology absorption, foreign exchange earning and outgo, pursuant to Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this Report.

Corporate Governance

Report on Corporate Governance and Certificate of the auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges, are annexed.

Consolidated Accounts

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries is annexed to this Report.

Subsidiaries

The Ministry of Corporate Affairs, Government of India, New Delhi has issued direction under Section 212(8) of the Companies Act, 1956 vide genera circular No.2/2011 dated February 8, 2011 and in accordance with the same, the Balance Sheet, the Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company.The information relating to each subsidiary including subsidiaries of subsidiaries, as required by the aforesaid circular, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company and its subsidiaries who may be interested in obtaining the same.The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office & Corporate / Head Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies also.

Finance

CRISIL continued to reaffirm its highest rating of "AAA/Stable" and "P1 ", for your Company's Banking Facilities throughout the year enabling your Company to avail facilities from banks at attractive rates. The Company does not offer any Fixed Deposit scheme.

Corporate Social Responsibility

At the close of a relatively event-free, disaster-free year, your Company persisted with participation in activities at the local, grassroots level across health and education. In the past, support has been offered towards disaster relief as well as participation in the facilitation of civic utilities around the plants/research centers. Your Company remains interested in these contributions.

Directors

Shri Dilip S. Shanghvi, Shri Sailesh T. Desai and Shri S.Mohanchand Dadha retire by rotation and being eligible offer themselves for re-appointment.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financia year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

(iv) that the Directors have prepared the annual accounts for the financial year ended March 31,2011 on a 'going concern' basis.

Auditors

Your Company's auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual Genera Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224(1-B) of the Companies Act, 1956.

Cost Auditors

The Company has appointed Messrs. Kailash Sankhlecha & Associates, Cost Accountants, Vadodara as Cost Auditors of our Company for conducting Cost Audit in respect of Bulk Drugs & Formulations of your Company for the year ended March 31, 2011.

Acknowledgements

Your Directors wish to thank all stakeholders and business partners, your Company's bankers, financia institutions, medical profession and business associates for their continued support and valuable co-operation. 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

Dilip S. Shanghvi

Chairman & Managing Director

May 28, 2011

Mumbai


Mar 31, 2010

The Directors take pleasure in presenting the Eighteenth Annual Report and Audited Accounts for the year ended March 31, 2010.

Financial Results

(Rs. in million except dividend per share and book value)

Year ended Year ended March 31, 2010 March 31, 2009

Total Income 26467 40437

Profit after tax 8987 12653

Dividend on Equity Shares 2848 2848

Corporate Dividend tax 473 484

Transfer to various Reserves 3000 4500

Amount of dividend per equity share of Rs. 5/- each 13.75 13.75

Book value per equity share of Rs. 5/- each 276 249

Dividend

Your Directors are pleased to recommend an equity dividend of Rs. 13.75 per equity share of face value Rs. 5/- each (previous year Rs. 13.75 per equity share of face value Rs. 5/- each) for the year ended March 31, 2010.

Management Discussion and Analysis

The management discussion and analysis on the operations of the Company is provided in a separate section and forms part of this report.

Human Resources

A dedicated team of over 8000 multi- cultural employees have been pushing boundaries of your organisation to maximize opportunities across our corporate office, Companys various R&D Centres & 19 plants (including associate companies) spread across three continents. The potential and ability to deliver consistently is established by our remarkable team, evident from our consistent growth. The Company recognises the importance and contribution of our people. Performance orientation and ethics are high priority areas. The supportive work environment and opportunities for career advancement within the Company itself, helps retain talent. Your Directors recognise the teams valuable contribution and places on record their appreciation for Team Sun Pharma.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary/Compliance Officer at the

Corporate Office or Registered Office address of the Company.

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo.

The additional information relating to energy conservation, technology absorption, foreign exchange earning and outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this Report.

Corporate Governance

Report on Corporate Governance and Certificate of the auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges, are enclosed.

Consolidated Accounts

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries is annexed to this Report.

Subsidiaries

The Ministry of Corporate Affairs, Government of India, has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said order, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office & Corporate / Head Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

Finance

CRISIL continued to reaffirm its highest rating of "AAA/ Stable" and “P1+”, for your Companys Banking Facilities throughout the year enabling your Company to avail facilities from banks at attractive rates. The Company does not offer any Fixed Deposit scheme.

Corporate Social Responsibility

Your organization continued to support activities in two areas-- health and education. Other areas of support were disaster relief and civic utilities around the plants and research centers, where assistance was provided on a need basis.

Directors

Shri Sudhir V. Valia, Shri Hasmukh S. Shah and Shri Ashwin S.Dani retire by rotation and being eligible offer themselves for re-appointment.

Shri Subramanian Kalyanasundaram was appointed as an Additional Director, and Chief Executive Officer & Whole-time Director of the Company for a period of five years from April 1, 2010 to March 31, 2015, by the Board of Directors by way of circular resolution passed on March 31, 2010, and holds the office as a director up to the ensuing Annual General Meeting. The Company has received requisite notice under Section 257 of the Companies Act, 1956, from a member to propose his name for being appointed as a Director of the Company.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

(iv) that the Directors have prepared the annual accounts for the financial year ended March 31, 2010 on a ‘going concern basis.

Auditors

Your Companys auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224(1-B) of the Companies Act, 1956.

Acknowledgements

Your Directors wish to thank all stakeholders and business partners, your Companys bankers, financial institutions, medical profession and business associates for their continued support and valuable co-operation. 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

Dilip S. Shanghvi

Chairman & Managing Director

June 14, 2010 Mumbai

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