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Directors Report of Jubilant Life Sciences Ltd.

Mar 31, 2016

The Directors are happy in presenting the Thirty Eighth Annual Report together with the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2016.

OVERVIEW

Jubilant Life Sciences Limited (''the Company'' or ''Jubilant'') is an integrated global Pharmaceutical and Life Sciences company engaged in manufacture and supply of Active Pharmaceutical Ingredients, Solid Dosage Formulations, Radiopharmaceuticals, Allergy Therapy Products and Life Sciences Ingredients. It also provides services in Contract Manufacturing of Sterile Products and Drug Discovery Solutions. The Company''s strength lies in its unique offerings of Pharmaceutical and Life Sciences products and services across the value chain. With 11 world-class manufacturing facilities in India, US and Canada and a team of about 6,200 multicultural people across the globe, the Company is committed to deliver value to its customers spread across over 100 countries. The Company is well recognized as a ''Partner of Choice'' by leading pharmaceuticals and life sciences companies globally. For more information, please visit the Company''s website www.jubl.com.

RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS

(i) Standalone Financials

Income from Operations

In the Financial Year 2015-16, on standalone basis, the Company recorded income from operations ofRs." 26,562 million.

International Revenues

International business contributed 46% to the Net Revenue from operations at Rs. 12,339 million.

EBITDA

For the year ended March 31, 2016, Earnings before Interest, Taxes, Depreciation and Amorization (''EBITDA'') stood at Rs. 4,026 million with EBITDA margins at 15%.

Reported Net Profit/ Loss after Tax and EPS

Reported Net Profit after Tax was Rs.791 million in the Financial Year 2015-16. Basic Earnings Per Share (''EPS'') stood at Rs. 4.96. However, Normalised Net Profit after Tax stood at Rs. 1,010 million after adjusting exceptional loss of Rs. 219 million, mainly on account of Foreign Currency Monetary Item Translation Difference Account (''FCMITDA) amortisation of Rs. 252 million on account of unrealised foreign exchange loss amortised over the tenure of the loan as per Indian Accounting Standards, foreign exchange gain of Rs. 37 million and mark-to-market book loss of Rs. 4 million on forward covers outstanding. Normalised EPS stood at Rs. 6.34 for the Financial Year 2015-16.

FINANCIAL RESULTS (STANDALONE)

(Rs./million)

Particulars Year ended Year ended March 31, March 31, 2016 2015

Income from Operations 26,075 31,406

Other Operating Income 487 357

Total Income from 26,562 31,763 Operations

Total Expenditure 23,153 29,001

Operating Profit 3,409 2,762

Other Income 617 1,064

EBITDA including Other 4,026 3,826 Income

Depreciation 869 1,074

Finance Cost 2,024 2,271

Profit after Depreciation 1,133 481 and Finance Cost but before Exceptional Items

Exceptional Item - (Gain)/ 219 (1,982) Loss

Tax Expenses 123 412

Reported Net Profit/ 791 2,051 (Loss) After Tax

Profit brought forward 7,711 6,388 from previous year

Adjustment on account - (67) of (deconsolidation)/ consolidation of Jubilant Employees Welfare Trust

Adjustment on account of - (86) revised useful life of fixed assets

PROFIT AVAILABLE 8,502 8,286 FOR APPROPRIATION

Which the Directors have appropriated as follows:

- Proposed Dividend on 478 478 Equity Shares

- Tax on Dividend on 37 97 Equity Shares*

- Transfer to General Reserve - -

Balance to be carried 7,987 7,711 forward

*After reversal of dividend distribution tax provided on the proposed dividend for the year ended March 31, 2015 amounting to Rs. 60.21 million on dividend received from a subsidiary company during the year ended March 31, 2016.

(ii) Consolidated financials

The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013 (the ''Act''), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'') and Accounting Standard-21 on Consolidated Financial Statements (AS-21), form part of the Annual Report.

Income from Operations

In the Financial Year 2015-16, income from operations was Rs. 58,023 million, down from Rs. 58,262 million in the previous year.

International business contributed 73% to the Revenue from Operations at Rs. 42,595 million. Sales from key developed markets were at Rs. 35,432 million contributing 61% to the Revenue of the Company. Revenues from domestic market stood at Rs. 15,428 million, contributing 27% to overall revenues.

Pharmaceuticals segment

This segment includes revenue lines of (i) Generics comprising Active Pharmaceutical Ingredients (''APIs'') and Solid Dosage Formulations (ii) Specialty Pharmaceuticals (sterile products) comprising Radiopharmaceuticals, Allergy Therapy Products and CMO of Sterile Injectables (iii) Indian Branded Pharmaceuticals and (iv) Drug Discovery Solutions. In the Financial Year 2015-16, Income from Operations from this segment was Rs. 30,548 million contributing 53% to the total revenue and a growth of 14% for the Company. EBITDA stood at Rs. 8,895 million with margins being 29%, up from Rs. 4,447 million with 17% margin in the previous year.

Life science ingredients segment

This segment comprises our Speciality Intermediates, Nutritional Products and Life Science Chemicals businesses. In the Financial Year 2015-16, income from operations from this segment stood at Rs. 27,475 million, down from Rs. 31,442 million in the previous year, contributing 47% to our overall revenues. EBITDA stood at Rs. 4,467 million with 16% margins for the year as compared to Rs. 3,220 million with 10% margins in the previous year. The segment performance was driven by better price realization in Nutritional Products and better performance in Fine Ingredients. The segment also witnessed volume reduction in Advance Intermediates due to lower demand of agrochemicals and increased competition in China. The Life Sciences Chemicals revenue were lower due to price led competition from crude derived substitutes and lower demand.

EBITDA and net profit

For the year ended March 31, 2016, EBITDA stood at Rs. 12,914 million with EBITDA margins at 22.3% compared to EBITDA of Rs. 7,317 million with margin of 12.6% in the previous year.

Net Profit after Tax was Rs. 4,315 million in the Financial Year 2015-16 with EPS of Rs. 27.09 for Rs. 1 paid-up share.

DIVIDEND

The Board is pleased to recommend a dividend of 300% i.e. Rs. 3 per fully paid up equity share of Rs. 1 for the year ended March 31, 2016. Total dividend payout of Rs. 514.91 million includes tax on dividend of Rs. 37 million (net of reversal of dividend distribution tax of Rs. 60.21 million for the year ended March 31, 2015, on account of dividend received during the year from a subsidiary company). The payment of dividend is subject to approval of the shareholders at the forthcoming Annual General Meeting (''AGM'') of the Company.

CAPITAL STRUCTURE

(a) Share Capital

During the year, there has been no change in the authorised, subscribed and paid-up share capital of the Company. As at March 31, 2016, the paid-up share capital stood at Rs. 159,281,139 comprising of 159,281,139 equity shares of Rs. 1 each.

(b) Employees stock Option plans (ESOPS)

The Company has two employees stock option plans namely Jubilant Employees Stock Option Plan 2005 (''Plan 2005'') and JLL Employees Stock Option Plan 2011 (''Plan 2011''). During the year, there was no material change in Plan 2005 and Plan 2011 and both the plans are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (the ''SEBI ESOP Regulations'').

Plan 2005: During the year, 81,178 options were exercised by the option holders. As on March 31, 2016, 8,467 Options were outstanding under the Plan 2005. Each Option entitles the holder to acquire five equity shares of Rs. 1 each of the Company at the exercise price fixed at the time of grant being the market value as per the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the ''SEBI Guidelines'').

Plan 2011: During the year, 523,080 Options were exercised by the option holders. As on March 31, 2016, 431,256 Options were outstanding under the Plan 2011. Each Option entitles the holder to acquire one equity share of Rs. 1 of the Company at the exercise price fixed at the time of grant being the market value as per the SEBI Guidelines.

No dilution of capital is expected due to exercise of Options as it is envisaged to transfer the shares held by Jubilant Employees Welfare Trust to the employees on exercise of Options.

The details pursuant to the SEBI ESOP Regulations have been placed on the website of the Company and weblink of the same is http://jubl.com/Uploads/image/177imguf_ ESOP_Disclosure.pdf.

SUBSIDIARIES

As on March 31, 2016, the Company had 47 subsidiaries. Brief particulars of the principal subsidiaries are given below:

Jubilant pharma limited

Jubilant Pharma Limited, Singapore (''Jubilant Pharma'') is the wholly-owned subsidiary of your Company. Jubilant Pharma holds the global pharmaceutical business of the Company through its subsidiaries in USA, Canada, Europe, India and rest of the world. These subsidiaries of Jubilant Pharma are engaged in manufacturing and marketing of various pharmaceutical products and services like APIs, oral dosage forms (tablets and capsules), contract manufacturing of sterile injectables, ointment, creams and liquids, allergy therapy products and radiopharmaceutical products.

Jubilant Generics limited

Jubilant Generics Limited (''JGL'') is a wholly-owned subsidiary of the Company through Jubilant Pharma. JGL owns two manufacturing locations; one at Nanjangud, Karnataka and another at Roorkee, Uttarakhand which are engaged in APIs and Dosage Forms business, respectively.

Jubilant pharma trading inc.

This corporation incorporated in Delaware, USA is a wholly- owned subsidiary of Jubilant Pharma. It undertakes sales and distribution of APIs in the USA.

Cadista Holdings inc. and Jubilant Cadista pharmaceuticals inc.

i) Cadista Holdings Inc. (''Cadista''), a corporation incorporated in Delaware, USA, is a wholly-owned subsidiary of Jubilant Pharma Holdings Inc.

ii) Jubilant Cadista Pharmaceuticals Inc., a corporation incorporated in Delaware, USA is a wholly-owned subsidiary of Cadista. This company is in the business of manufacturing solid dosage forms of generic pharmaceuticals at its U.S. Food and Drug Administration (USFDA) approved manufacturing facility in Salisbury, Maryland, USA. Its customer base includes all the large wholesalers, retail and grocery chains. Besides manufacturing its own label products, it also provides Product Development and Contract Manufacturing Services. As on March 31, 2016, there were 25 products marketed in the US with focus in the therapeutic areas of CVS, CNS, Anti Allergic, Steroids, etc.

Jubilant Hollisterstier llC

This subsidiary is based in Spokane, State of Washington, USA. It is a wholly-owned subsidiary of HSL Holdings Inc. It is engaged in the contract manufacturing of sterile injectables, which includes, lyophilized products, liquid fills, biologics, suspensions, WFI/ diluents. This company provides a complete range of services to support drug manufacturing in the pharmaceutical and biopharmaceutical industries. Additionally, it is an innovator, manufacturer and distributor of allergenic extracts, targeted primarily at treating allergies and asthma.

Its contract manufacturing capabilities include aseptic liquid fill/ finishing and lyophilization of small lot parenterals for commercial and clinical requirements. Its capabilities can be applied to a variety of projects from pre-clinical through commercial scale across a multitude of dosage forms including microspheres, suspensions, WFI/ diluents, biologics (proteins), lyophilized products and liposomes. Jubilant HollisterStier is approved across global regulated markets including FDA (both CDER and CBER), Europe, Japan, Brazil and Canada. Its contract manufacturing business serves customers including innovators ranging from small biotechnology to large pharmaceutical companies.

With nearly 100 years of leadership in research, extract production and immunotherapy products, the organization is respected worldwide in the field of allergy. Currently, the business is comprised of allergenic extracts and mixes, along with specialized skin test diagnostic devices. The business lays special emphasis on innovation towards introducing new products to treat and cure allergies.

Jubilant Draximage inc.

Jubilant DraxImage Inc. (''JDI'') is a wholly-owned subsidiary of the Company through Jubilant Pharma. JDI develops, manufactures and markets radiopharmaceuticals used in Nuclear Medicine for the diagnosis, treatment and monitoring of various diseases. It serves hospital-based customers (Nuclear Medicine Physicians and Technologists) in addition to specialized radiopharmacies and through them patients, globally with high quality and reliable specialty products. The business is backed by a dedicated research and development team, specialized manufacturing, strong regulatory affairs and commercial operations. The areas of specialization include cardiac, lung and bone imaging as well as thyroid therapy. JDI employs around 150 skilled professionals and is based in Montreal, Canada, where it operates a manufacturing facility approved by USFDA and Health Canada.

JDI has earned and maintained market leadership in North America for several specialty niche products including I-131 Therapeutic & Diagnostic capsules for thyroid and cancer, Methylene-Diphosphonate (MDP) for bone imaging, Macro- Aggregated Albumin (MAA) for lung imaging, Diethylene Triamine Penta-acetic Acid (DTPA) for renal and brain imaging.

JDI intends to expand the range of product offerings and consolidate its market share for Radiopharmaceuticals in North America. It is also expanding in markets such as Latin America, Europe and Asia through collaboration and contractual arrangements with partners and new distribution channels to drive growth in the current and pipeline products.

Jubilant Draximage limited

This is a wholly-owned subsidiary of the Company through DraxImage Limited, Cyprus. It operates under the Jubilant India Branded Pharmaceuticals Banner in India. This company is engaged in marketing of innovative diagnostic imaging, radiopharmaceutical solution and therapeutic radiopharmaceutical products. Presently JDI, India is marketing Lyophilized kits like Sestamibi, DTPA MDP and MAA in India and rest of the world. It is also involved in distribution of wide range of radioisotopes which include Tc-99m Generator (used in the diagnosis of Bone Cancer, Renal Imaging, Cerebral Perfusion Imaging and Myocardial Perfusion Imaging), Thallium-201 and Iodine-131 capsules and solution (for the diagnosis and treatment of Thyroid and its related disease), Lutetium-177 and Gallium-68 generator via various partnerships across the South Asia. The target customers are Nuclear Medicine physicians, Cardiologists and Oncologists of various hospitals and imaging labs.

Jubilant pharmaceuticals nv

This is a wholly-owned subsidiary of the Company through Jubilant Pharma NV, Belgium, which holds 99.8% of its shares and Jubilant Pharma holds the balance shares. This company is engaged in the business of licensing generic dosage forms providing regulatory services to generic pharmaceutical companies.

PSI Supply NV

This is a wholly-owned subsidiary of the Company. 99.5% of its shares are held by Jubilant Pharma NV and the balance by Jubilant Pharma. It is engaged in the supply of generic dosage forms to the European markets.

Jubilant life sciences nv

This is a wholly-owned subsidiary of the Company. 99.99% of its shares are held by the Company and the balance by Jubilant Infrastructure Limited. It is engaged in the supply of bulk chemicals such as ethyl acetate, acetic anhydride, etc. and vitamins (feed and food grade) to the European markets.

Jubilant pharma nv

This is a wholly-owned subsidiary of the Company through JGL, India and Jubilant Pharma. This company holds shares of Jubilant Pharmaceuticals NV (99.8%) and PSI Supply NV (99.5%) along with Jubilant Pharma which holds the balance shares.

Jubilant Biosys limited

This company is a subsidiary of the Company through Jubilant Biosys (Singapore) Pte. Ltd. (a wholly-owned subsidiary of the Company). Jubilant Biosys (Singapore) Pte. Ltd. holds 66.98% equity of this company.

This company provides Drug Discovery Services to global pharmaceutical and biotech companies in:

- Standalone Service Model

Functional services in the areas of Discovery Informatics, In Vitro Biology, In Vivo Biology, Structural Biology, Computational Chemistry, DMPK and Toxicology on Full Time Equivalent (FTE) or Fee For Service (FFS) based model

- Collaborative/ Partnership Model

Integrated discovery program across a single or a portfolio of molecules

Shared risk model

Milestone and Hybrid Model

- Research Funding

- Payments for scientific milestones including bonus achieved through Discovery and Development phase

- Royalties on successful commercialization of drug

Jubilant Chemsys limited

This company is a wholly-owned subsidiary of the Company through Jubilant Drug Development Pte. Ltd., Singapore. This company offers the following services to drug discovery companies of US, Europe and rest of the world on Full Time Equivalent, Fee For Service and Hybrid Model in:

- Synthetic Organic Chemistry

- Combinatorial Chemistry

- Medicinal Chemistry

- Process Research & Development and Manufacturing

- Scale up services and

- GMP Manufacturing-Clinical Supply

It also works closely with Jubilant Biosys Limited in collaborative drug discovery research.

Jubilant Clinsys limited

This company is a wholly-owned subsidiary of the Company through Jubilant Drug Development Pte. Ltd., Singapore.

This company is engaged in providing Pharmacovigilance, Medical Writing, Electronic Data Capturing and Staffing Solution services to external and internal customers.

Jubilant Clinsys inc.

This New Jersey based USA Corporation is a wholly-owned subsidiary of Jubilant Pharma Holdings Inc. This company provides Clinical Research Data Management services through TrialStat platform.

Jubilant Discovery services inc.

This Delaware based USA Corporation is a wholly-owned subsidiary of Jubilant Biosys Limited. This company is providing Ion channel screening capabilities using electrophysiology and atomic absorption spectroscopy, Assay development, medium-high-throughput screening, comprehensive cell- culture related capabilities to Mnemosyne, Orion, Jansen Pharmaceutical NV, Adhaere Pharmaceuticals and GSK. Apart from Fee For Services, it also provides sales, marketing and liaising services to Jubilant Biosys Limited and Jubilant Chemsys Limited.

Jubilant infrastructure limited

This wholly-owned subsidiary of the Company had entered into a Memorandum of Understanding (''MOU'') with the Government of Gujarat during the ''Vibrant Gujarat'' conference in 2007 for development of Sector Specific Special Economic Zone (''SEZ'') for Chemicals in Gujarat. About 107 hectares land was taken on lease from Gujarat Industrial Development Corporation (''GIDC) in Bharuch District, Gujarat.

This SEZ became operational in October 2011 with the best in class infrastructure facilities and utility plants like Boiler, Gas Turbine, Effluent Treatment, Incinerator and DM Water.

The Company has set up two units in this SEZ and both the units have commenced commercial production. The finished products of Unit-1 and Unit-2 are fully backward integrated and are using in-house developed innovative technologies.

The global scale plants of Vitamin B3 and 3-Cynopyredine at SEZ make your Company the largest producer of Vitamin B3 in India and the second largest globally.

Jubilant first trust Healthcare limited

Jubilant First Trust Healthcare Limited (''JFTHL'') is a wholly- owned subsidiary of the Company.

During the year, First Trust Medicare Private Limited (''FTMPL''), a wholly-owned subsidiary of the Company, merged into JFTHL effective from September 4, 2015, in accordance with a Scheme of Amalgmation, Compromise and Arrangement (''Scheme'') approved by the Hon''ble High Court of Allahabad. Pursuant to the Scheme, paid-up share capital of JFTHL reduced.

Jubilant life sciences (usa) inc.

This corporation incorporated in Delaware, USA is a wholly- owned subsidiary of the Company. It undertakes sales and distribution of advance intermediates, nutrition ingredients and fine chemicals in the USA.

Jubilant life sciences (shanghai) limited

This wholly-owned subsidiary of the Company is held through Jubilant Pharma. It undertakes sales and distribution of products in China. This company is engaged in trading of advance intermediates (pyridine and its derivatives), specialty ingredients and nutrition products. It is catering to pharmaceutical, animal feed and agrochemical industries in China. This subsidiary is also a sourcing hub of raw materials for your Company.

Other subsidiaries are mentioned below:

Jubilant Innovation Pte. Limited

Jubilant Biosys (Singapore) Pte. Limited

Jubilant Drug Development Pte. Limited

Drug Discovery and Development Solutions Limited

Jubilant Life Sciences International Pte. Limited

Jubilant Innovation (BVI) Limited

Jubilant Life Sciences (BVI) Limited

Jubilant Biosys (BVI) Limited

Jubilant Innovation (USA) Inc.

Jubilant Pharma Holdings Inc.

HSL Holdings Inc.

Draximage LLC

Jubilant DraxImage (USA) Inc.

Deprenyl Inc., USA

Draxis Pharma LLC

Jubilant HollisterStier Inc.

Draximage Limited, Cyprus

Draximage Limited, Ireland

6963196 Canada Inc.

6981364 Canada Inc.

DAHI Animal Health (UK) Limited

Draximage (UK) Limited

Jubilant Drug Discovery & Development Services Inc.

Jubilant Life Sciences (Switzerland) AG

Vanthys Pharmaceutical Development Private Limited

Jubilant Innovation (India) Limited

First Trust Medicare Private Limited (Merged into Jubilant First Trust Healthcare Limited effective from September 4, 2015.)

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The performance and financial position of the subsidiaries are given in Form AOC-1 attached to the Financial Statements for the year ended March 31, 2016.

PARTNERSHIPS

Jubilant Hollisterstier General partnership

It is a Canada based partnership managed by two subsidiaries of the Company - Jubilant HollisterStier Inc. and Draxis Pharma LLC. This partnership provides contract manufacturing services. It manufactures products in two categories: sterile products and non-sterile products. Sterile products include liquid and freeze-dried (lyophilized) injectables and sterile ointments and creams. Non-sterile products include non- sterile ointments, creams and liquids.

Draximage General partnership

It is a Canada based partnership managed by two subsidiaries of the Company - Jubilant DraxImage Inc. and 6981364 Canada Inc.

STATUTORY AUDITORS

M/s B S R & Co. LLP, Chartered Accountants (''BSR'') was appointed as the Statutory Auditors of the Company at the 36th Annual General Meeting of the Company to hold office until the conclusion of Annual General Meeting to be held in the year 2018, subject to ratification by the members at every Annual General Meeting. BSR has confirmed that ratification of their appointment, if made at the ensuing AGM, shall be in accordance with the conditions specified in the Act.

The Auditors'' Reports for the Financial Year 2015-16 do not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed audit of cost records for certain products. Accordingly, the Company needs to carry out cost audit of its products. Based on the recommendations of the Audit Committee, the Board of Directors has re-appointed M/s J. K. Kabra & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for the Financial Year 2015-16.

SECRETARIAL AUDIT

The Board had appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit pursuant to the provisions of Section 204 of the Act for the Financial Year 2015-16. The Report of the Secretarial Auditors is attached as annexure-1 to this Report. The Report for the Financial Year 2015-16 does not contain any qualification, reservation, adverse remark or disclaimer.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The shareholders have approved the appointment of Dr. Ashok Misra as an Independent Director at the 37th AGM of the Company held on September 1, 2015. Mr. Shardul S Shroff has resigned from the Board of Directors of the Company effective from May 24, 2016.

Mr. Shyam S Bhartia retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment. The Board recommends his re-appointment.

The present term of Mr. Hari S Bhartia as Co-Chairman and Managing Director of the Company shall expire on March 31, 2017. The Board recommends re-appointment of Mr. Hari S Bhartia as Co-Chairman and Managing Director of the Company effective from April 1, 2017 for a further term of five years.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors of the Company were held during the Financial Year 2015-16.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the Listing Regulations.

APPOINTMENT AND REMUNERATION POLICY

The Company has implemented an Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act read with Clause 49 of the erstwhile Listing Agreement (corresponding to Regulation 19 of the Listing Regulations). The Policy has been disclosed in the Corporate Governance Report attached to this Report.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD

A statement on annual evaluation by the Board of its performance and performance of its Committees as well as individual Directors forms part of the Corporate Governance Report attached to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors, based on the representation received from the management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 on March 31, 2016 and of the profits of the Company for the year ended March 31, 2016;

(iii) 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;

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

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Based on the framework of internal financial controls including the Control Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2015-16; and

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

COMPOSITION OF AUDIT COMMITTEE

As on date, the Audit Committee comprises of Mr. S. Sridhar, Chairman, Ms. Sudha Pillai and Dr. Ashok Misra. The Board has accepted all the recommendations made by the Audit Committee.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given as annexure-2 and forms part of this Report.

EMPLOYEES

Particulars of Directors and Employees, as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given as annexure-3 and form part of this Report.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company''s ability to attain its objectives. Risk management and internal financial control systems play a key role in directing and guiding the Company''s activities by continually preventing and managing risks. The Board, Audit Committee and Senior Management team collectively set the overall tone and risk culture of the Company by identifying the risks impacting the Company''s business and documenting the process of risk identification, risk minimization and risk optimization as a part of the risk management policy through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority and a set of processes and guidelines.

There exists a critical risk management framework across the Company and the same is reviewed on a periodic basis by the Board. Some of the critical risks identified in various businesses of the Company are:

- Competition, Cost Competitiveness and Pricing

- Foreign Currency and Interest Rate Exposures

- Capacity Planning and Optimization

- Manufacturing Operations

- R&D Effectiveness

- Human Resources- Acquire and Retain Talent

- Compliance and Regulatory

- Environment, Health and Safety

- Protecting Intellectual Property Rights

- Information Technology

The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of the Company''s journey of continued competitive sustainability in attaining the desired business objectives.

Implementation of internal financial Controls

To compete globally, world class Corporate Governance and Financial Control over operations are a must for Jubilant. The Internal Financial Controls as mandated by the Companies Act, 2013, not only require a certification by the CEO- CFO but also put an obligation on the Board of Directors to ensure that the Internal Financial Controls are adequate and operating effectively. Besides, the Statutory Auditors are also required to give an opinion on the adequacy and effectiveness of Internal Controls for Financial Reporting (''ICFR'').

To make the internal financial control framework robust in Jubilant, we have worked on three lines of defense strategy which is as under:

- First Line of Defense: Build internal controls into operating processes To this end, we have ensured that a detailed Delegation of Authority is issued, SOPs for the processes are created, financial decision making is made through Committees, IT controls are built into the processes, Segregation of Duties are made, strong budgetary control framework exists, the Entity level controls including Code of Conduct, Code of Ethics, Ombudsman Office are put in place, etc.

- Second Line of Defense: Create an efficient review mechanism - We created a review mechanism under which all the business units and functions are reviewed for performance at least once in a month by the respective CEOs and once in a quarter, by the Corporate team. The formats for these reviews are detailed and finalized with the help of global consulting firms.

- Third Line of Defense: Independent assurance – We have appointed a Big Four firm as our internal auditors and which are doing systematic independent audit of every aspect of the business to provide independent assurance on the effectiveness of the internal controls and highlight the gaps for continuous improvement.

We have implemented a program under which more than 2000 financial controls are established and confirmation that such controls are being exercised is made every quarter by the relevant process owners before the financial results are closed for the quarter. This confirmation of control mechanism called ''Control Manager'' is run through a work flow based IT tool and it forms the backbone of the CEO-CFO certification stipulated by Clause 49 of the Listing Agreement [corresponding to Regulation 17(8) read with Part B of Schedule II to the Listing Regulations in India].

During FY 2015-16, we also started another journey for review and strengthening of Internal Financial Controls under which the entire control library and Risk and Control Matrix were reviewed and re-written. The entire exercise of review and re-writing of controls was conducted by an in-house team of professionals with the help of a Big Four firm. The revised control framework after such review was tested for design effectiveness and operational effectiveness by the Statutory Auditors and they have given an affirmative opinion about the adequacy and effectiveness of Internal Controls for Financial Reporting in the Company.

The Company has two main business segments namely Pharmaceuticals and Life Science Ingredients. Each segment has a complete management set up with CEO, CFO and other functional heads who are responsible for running the operations and report to the Chairman/Co-Chairman and Managing Director and the Corporate Committee.

To improve the controls in operations, we have established, for each line of business, the concept of financial decision making through operational committees.

A detailed note on Internal Control Systems and Risk Management is given in the ''management Discussion and analysis Report''.

CERTIFICATIONS

The Company follows several externally developed initiatives in the economic, environmental and social areas. Manufacturing plants at Gajraula, Nira, Savli and Ambernath are ISO 9001:2008 certified for Quality Management System. Further, plants at Gajraula, Nira and Savli are ISO 14001:2004 certified for Environmental Management System and OHSAS 18001:2007 for Occupational Health and Safety at Work Place. Unit-1 of plant at Bharuch is certified for ISO 9001:2015 for Quality Management System, ISO 14001:2015 for Environmental Management System and OHSAS 18001:2007 for Occupational Health and Safety at Work Place. Plants at Gajraula, Nira, Savli and Bharuch are also certified for IMS (Integrated Management System).

ANU (Animal Nutrition Unit) at Savli is certified for FAMI-QS

Code Version 5.1 in Feed Safety Management System. Vitamins plant at Bharuch is certified for FAMI-QS Code Version 5.1 (in Feed Safety Management System), Kosher, Halal-India, Halal-Malaysia, Halal Indonesia, ISO 22000:2005 (in Food Safety Management System), HACCP (Hazard Analysis and Critical Control Points), GMP (Good Manufacturing Practices) and FSSC 22000 (Global Food Safety) Compliance.

Gajraula Quality Control Laboratory has also been certified for chemical testing by NABL (National Accreditation Board for Testing and Calibration Laboratories) in accordance with the ISO/ IEC 17025:2005. Gajraula Carbon Dioxide manufacturing facility has been certified for FSSC 22000:2010 (Food Safety System Certification) for production and dispatch of food grade Carbon Di-oxide for Beverages. Moreover, our Carbon Dioxide product is approved by Food Safety and Standards Authority of India (FSSAI). Gajraula manufacturing facility has been Kosher approved for 9 core products i.e. 2 Acetyl Pyridine, 3 Hydroxyl Methyl Pyridine, Acetic Anhydride, Beta Picoline, Cetyl Pyridinium Chloride, Ethyl Acetate, Glacial Acetic Acid, Niacin and Pyridine. The facility is also Halal Certified for the products Acetic Anhydride, Ethyl Acetate, Cetyl Pyridinium Chloride Monohydrate, 2 Acetyl Pyridine and Pyridine.

Cetyl Pyridinium Chloride Monohydrate has been approved during the year by the Food and Drug Administration (FDA), Government of Uttar Pradesh.

Nira facility is approved by Kosher for Ethyl Acetate, Acetic Anhydride and Ethyl alcohol and is Halal certified for Ethyl Acetate and Acetic Anhydride plants.

HUMAN RESOURCES

Our employees are backbone of the Company''s growth strategy and play a vital role in ensuring sustainable business growth and future readiness. The Company has been focusing on strengthening its talent management and employee engagement processes through clear role expectations with specific and well defined Key Performance Indicators for each role. We believe in creating a culture of performance and merit that provides all our employees with opportunities to excel, learn and progress. We have been focusing on attracting the best talent from India''s leading campuses to have a steady flow of fresh talent, thereby creating a strong pool of internal talent.

Our well defined Leadership Competency Framework lays tremendous focus on outlining a common leadership culture throughout the organization. We reinforce the leadership values through development initiatives like Development Centres and 3600 Feedback. All the initiatives are backed by an action oriented development plan. The development initiatives lay the foundation of our talent pipeline.

With the aim of becoming one of the preferred employers in the industry, the Company also participated in the Great Place to Work survey in the year 2015. The results of the survey will enable us to re-design our practices and address areas that concern our employees.

As on March 31, 2016, a total of 396 employees at our manufacturing plants at Savli, Nira and Gajraula were either members of unions or had collective bargaining capabilities. During the year, we enjoyed cordial relations with our employees and there have been no instances of labour unrest or disputes at any of the manufacturing sites.

The Company has adopted a Policy on Prevention of Sexual Harassment at workplace and the Company has not received any complaint during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

A detailed note on Human Resource Management is given in the ''management Discussion and analysis Report''.

INVESTOR SERVICES

With a view to keep its investors well informed of its activities, the Company has taken the following initiatives:

- E-mailing quarterly results and press releases to the shareholders soon after they are sent to the stock exchanges; e-mailing Annual Reports and Corporate Sustainability Reports;

- Maintaining user friendly Investor Section on the website of the Company www.jubl.com;

- A dedicated e-mail address viz. investors@jubl.com for interacting on various matters with respect to share transfer, transmission, dividends and other related issues with the Company Secretary and Compliance Officer;

- Mailing feedback forms to the investors on an annual basis so as to obtain valuable feedback and suggestions for improvement. The Company has also placed an online Investor Feedback form on its website www.jubl.com under the head Investor Feedback Form'' to facilitate electronic submission of the Form;

- Earnings Presentation and Release detailing the quarterly results are uploaded on the website (www.jubl.com). Earnings call is typically conducted post announcement of results as per the schedule mentioned in the Concall Invite, which is also uploaded on the website of the Company. Earnings calls playback is made available on the link shared in the Concall Invite and transcripts are uploaded on the website of the Company.

- The Company''s management also meets investors and analysts from time-to-time at their request.

- The presentation and meeting schedule of Roadshows attended by the Company are uploaded on the website after intimating the same to the Stock Exchanges.

AWARDS AND ACCOLADES

During the year, various awards and accolades were received by the Company like:

- 16th Annual Greentech Environment Award 2015 (Gold Category), conferred under the Chemicals and Pharmaceutical sector category - Gajraula plant, India

- Gold Award in Ankleshwar Chapter Convention on Quality Concepts 2015 (ACCQC) competition organized by Quality Circle Forum of India (QCFI), Ankleshwar presented to our Bharuch plant, India

- Golden Peacock National Quality Award for Quality, Training, Business Excellence and Innovative Product / Service 2015, presented at Dubai Global Convention, organized by the Institute of Directors

- Safety Innovation Award from the Institution of Engineers (India), Delhi Chapter for implementing Innovative Safety Management Systems at Nanjangud Plant, India

- Uththama Suraksha Puraskara from National Safety Council, Karnataka Chapter - Nanjangud Plant, India

- Two Honors at the 10th Annual CIO100 Awards by CIO Magazine - CIO100 Innovation Architect Special Awards 2015 and Versatile 100 honorees

VIGIL MECHANISM

The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report attached to this Report and form an integral part of this Report.

GREEN INITIATIVES

With the aim of going green and minimising our impact on the environment, the Company continued with the green initiatives in its operations which include:

- Conducting paperless Board/ Committee Meetings;

- Uploading the Corporate Sustainability Report on the website of the Company (instead of circulating in paper or CD form) and providing its weblink to the shareholders alongwith the Annual Report; and

- E-mailing Annual Reports to the shareholders whose e-mail addresses are provided by the depositories or who have opted for the electronic version.

CORPORATE SOCIAL RESPONSIBILITY

Jubilant''s approach to sustainable development focuses on the triple bottom line of Economic, Environmental and Social performance. Corporate Social Responsibility (''CSR'') is an integral part of the social performance of the Company. At Jubilant, CSR is the commitment of the Company to contribute towards inclusive growth. The thrust of CSR initiatives is to create value in the lives of the communities around the area of operations of the Company, which is an important stakeholder. Following are the highlights of CSR at Jubilant:

- During the Financial Year 2015-16, Jubilant continued its CSR initiatives in various sectors.

- Following the approach of ''triple bottom line'', Jubilant has been publishing its Corporate Sustainability Report based on the Global Reporting Initiative (''GRI'') guidelines, which is externally verified.

- Rated A by GRI for Corporate Sustainability Report since 2007 onwards. The report is available on the Company''s website www.jubl.com.

- During the year, the Company has initiated the process for obtaining the Responsible Care Certification i.e. RC 14000 which will add value in its sustainability efforts.

CSR initiatives of the Company are conceptualized and implemented through Jubilant Bhartia Foundation (''JBF''), the social wing of Jubilant Bhartia Group, established in 2007 as a not-for-profit organization. JBF works on 4P model (Public-Private-People-Partnership) for empowering communities and believes that for sustainable social intervention, participation of communities must be ensured in the Company''s CSR projects/ programmes. Jubilant''s role is to act as a catalyst and facilitate the process. The social initiatives of the Company are in line with the United Nations Millennium Development Goals.

JBF in partnership with Schwab Foundation for Social Entrepreneurship has been conferring Social Entrepreneur of the Year (SEOY) Award in India since the year 2010. The award celebrates mature-stage social entrepreneurs and their organizations that implement innovative, sustainable and large-scale solutions to address poverty, indignity and the lack of basic services and resources in ''Bottom of the Pyramid'' and ultra-poor communities. They work in areas as diverse as health, education, job creation, water, clean energy, building identity and entitlements and access to information and technology. Whether they set up social businesses, hybrid social ventures or not-for-profit organizations, the primary focus of social entrepreneurs is large-scale, transformational impact.

SEOY does not fall in the purview of CSR activities pursuant to the provisions of Schedule VII to the Act. We shall, however, continue to confer the SEOY award over and above CSR budget of the Company in view of the social benefits of the award.

JBF''s detailed activities are available on its website www. jubilantbhartiafoundation.com. Annual Report on CSR including contents of the CSR Policy is attached as annexure-4 to this Report.

Last year, Jubilant Pharma had taken loan from International Finance Corporation (''IFC''). Post the Environmental & Social (''E&S'') due diligence of Jubilant Pharma''s business, IFC had suggested optimisation through time bound Environmental and Social Action Plan to match Jubilant Pharma''s operating system with IFC''s Performance Standard requirements. Jubilant Pharma has completed the action plan and ensured compliance with the relevant IFC Performance Standards in a timely manner.

In addition, Jubilant Pharma also submits the Annual Monitoring Report to IFC.

OTHER DISCLOSURES

i. Extracts of Annual Return: Pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return is attached as annexure-5 to this Report.

ii. Public Deposits: No deposits have been accepted by the Company during the year from the public. The Company had no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of the Financial Year 2015-16.

iii. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loan, guarantee or security is proposed to be utilised by the recipient have been disclosed in Note nos. 13, 16, 32, 34 and 35 of the Notes to the Standalone Financial Statements.

iv. Particulars of Contracts or Arrangements with the Related Parties: The Company has formulated a policy on Related Party Transactions (''RPTs''), dealing with the review and approval of RPTs. During the Financial Year 2015-16, the Board of Directors of the Company approved the revised criteria for granting omnibus approval for RPTs by the Audit Committee within the overall framework of the policy on RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval.

All RPTs entered into during the Financial Year 2015-16 were in the ordinary course of business and on arm''s length basis. No material RPTs were entered into during the Financial Year 2015-16 by the Company as defined in the Policy of the Company on Materiality of Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable. Your Directors draw attention of the members to Note no. 52 to the Standalone Financial Statements which sets out the Related Party disclosures.

v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2015-16 till the date of this Report, which affects the financial position of the Company.

vi. Orders passed by Courts/ Regulators: No significant or material order has been passed by the regulators or courts or tribunals impacting the going concern status of the Company or its future operations.

CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance is attached as annexure-6 and forms part of this Report. A certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2016. A certificate from the Co-Chairman & Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Regulations has been given separately and forms part of this Report.

ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government authorities. Your Directors thank the shareholders, financial institutions, banks/ other lenders, customers, vendors and other business associates for their confidence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of the Company''s employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

For and on behalf of the Board

Shyam S Bhartia Hari S Bhartia

Chairman Co-Chairman & Managing Director

(DIN: 00010484) (DIN: 00010499)

Place: Noida

Date: May 24, 2016


Mar 31, 2015

Dear Members,

The Directors are happy in presenting the Thirty Seventh Annual Report together with the Audited Standalone and Consolidated Financial Statements for the year ended March 31,2015.

Overview

Jubilant Life Sciences Limited ("the Company" or "Jubilant") is an integrated global Pharmaceutical and Life Sciences company engaged in manufacture and supply of Active Pharmaceutical Ingredients, Solid Dosage Formulations, Radiopharmaceuticals, Allergy Therapy Products and Life Science Ingredients. It also provides services in Contract Manufacturing of Sterile Injectables and Drug Discovery Solutions. The Company's strength lies in its unique offerings of Pharmaceutical and Life Sciences products and services across the value chain. With 10 world-class manufacturing facilities in India, US and Canada and a team of about 6,100 multicultural people across the globe, the Company is committed to deliver value to its customers spread across over 100 countries. The Company is well recognized as a "Partner of Choice" by leading pharmaceuticals and life sciences companies globally. For more information, please visit the Company's website www.jubl.com.

Results of Operations and the State of Company's Affairs

(i) Standalone Financials

Income from Operations

In the Financial Year 2014-15, on standalone basis, the Company recorded income from operations of Rs. 31,763 million.

International Revenues

International business contributed 49% to the Net Revenue from operations at Rs. 15,717 million.

EBITDA

For the year ended March 31, 2015, EBITDA stood at Rs. 3,826 million with EBITDA margins at 12%.

Reported Net Profit/ (Loss) After Tax and EPS

Reported Net Profit After Tax was Rs. 2,051 million in the Financial Year 2014-15. Basic EPS stood at Rs. 12.88. However, Normalised Net Profit After Tax stood at Rs. 69 million after adjusting for exceptional gain of Rs. 1,982 million, mainly on account of profit on sale of business/ investments, write-off of irrecoverable loans and advances. Normalised EPS stood at Rs. 0.43 for the Financial Year 2014-15.

Financial Results (Standalone) (Rs. /million)

Particulars Year ended Year ended March 31, March 31, 2015 2014

Income from Operations 31,406 36,275

Other Operating Income 357 453

Total Income from 31,763 36,728

Operations

Total Expenditure 29,001 30,911

Operating Profit 2,762 5,817

Other Income 1,064 299

EBITDA including Other 3,826 6,116

Income

Depreciation 1,074 1,753

Finance Cost 2,271 2,776

Profit after Depreciation 481 1,587

and Finance Cost but before Exceptional Items

Exceptional Item - (1,982) 2,269

(Gain)/ Loss

Tax Expenses 412 (690)

Reported Net Profit/ 2,051 8

(Loss) After Tax

Profit brought forward 6,388 6,871

from previous year

Adjustment on account (67) 53

of (deconsolidation)/ consolidation of Jubilant Employees Welfare Trust

Adjustment on account (86) -

of revised useful life of fixed assets

PROFIT AVAILABLE 8,286 6,932

FOR APPROPRIATION

Which the Directors have appropriated as follows:

- Proposed Dividend on 478 463 Equity Shares

- Tax on Dividend on 97 81 Equity Shares

- Transfer to General - - Reserve

Balance to be carried 7,711 6,388 forward

(ii) Consolidated Financials Income from Operations

In the Financial Year 2014-15, income from operations was Rs. 58,262 million, up from Rs. 58,034 million in the previous year.

International Revenues

International business contributed 71% to the Revenue from Operations at Rs. 41,367 million. Sales from key developed markets were at Rs. 33,649 million contributing 58% to the Revenue of the Company. Revenues from domestic market stood at Rs. 16,895 million, contributing 29% to overall revenues.

Pharmaceuticals Segment

This segment comprises revenue lines of Active Pharmaceutical Ingredients ("APIs"), Solid Dosage Formulations, Radiopharmaceuticals, Allergy Therapy Products, Contract Manufacturing Operations ("CMO") of Sterile Injectables, Drug Discovery Solutions and Indian Branded Pharmaceuticals. In the Financial Year 2014-15, Income from Operations from this segment was Rs. 26,820 million contributing 46% to the total revenue of the Company. EBITDA margins for the segment were 17% and EBITDA stood at Rs. 4,447 million, down from Rs. 6,102 million in the previous year. During the Financial Year 2014-15, Revenue in the segment was affected on account of Warning Letter in the CMO business and delay in new product launches in Solid Dosage Formulations, which was partially offset by revenue increase in Radiopharmaceuticals.

Life Science Ingredients Segment

This segment comprises our Advanced Intermediates and Specialty Ingredients, Nutritional Products and Life Science Chemicals businesses. In the Financial Year 2014-15, Income from Operations from this segment stood at Rs. 31,442 million, up from Rs. 30,757 million in the previous year, contributing 54% to our overall revenues. EBITDA stood at Rs. 3,220 million with 10% margins for the year as compared to Rs. 4,832 million with 16% margins in the previous year. The segment performance was driven by revenue increase in Life Science Chemicals and Fine Ingredients. The Company witnessed price and volume growth in Nutritional Products. EBITDA was impacted due to unabsorbed cost in Symtet and volume and margin reduction due to anti-dumping duty in China and increased competition in Advanced Intermediates.

EBITDA

For the year ended March 31, 2015, EBITDA stood at Rs. 7,317 million with EBITDA margins at 12.6%.

Reported Net Profit/ Loss After Tax and EPS

Reported Loss After Tax was Rs. 578 million in the Financial Year 2014-15. Basic EPS stood at Rs. (3.63). However, Normalised Loss After Tax stood at Rs. 97 million after adjusting for exceptional items of Rs. 481 million. Exceptional items consisted of mark-to- market book loss of Rs. 251 million mainly on account of currency movement in US dollar from Rs. 59.91 last year to Rs. 62.50 on March 31,2015 with respect to the rupee loan swapped into a US dollar loan, which was entirely repaid during the year; interest swap income of Rs. 419 million; FCMITDA amortisation of Rs. 448 million on account of unrealised foreign exchange loss amortised over the tenure of the loan as per the Indian Accounting Standards; goodwill impairment of Rs. 51 million; loss on discard of assets of Rs. 640 million and foreign exchange gain of Rs. 490 million. Normalised EPS stood at Rs. (0.61) for the Financial Year 2014-15.

Consolidated Financial Statements

The Consolidated Financial Statements, in accordance with the Companies Act, 2013 (the "Act"), Clause 32 of the Listing Agreement with the Stock Exchanges (the "Listing Agreement") and Accounting Standard-21 on Consolidated Financial Statements (AS-21) form part of the Annual Report.

Nature of Business

During the year ended March 31, 2015, with the objective of consolidating and re-organising the Company's pharmaceuticals business segment, the Company transferred, by way of a "slump sale", its (i) API business and (ii) Dosage Forms business, on a going concern basis, and also investments in Jubilant Pharma Holdings Inc., USA and Jubilant Pharma NV, Belgium to Jubilant Generics Limited, a wholly-owned subsidiary of the Company through Jubilant Pharma Limited, Singapore. Accordingly, the Company now focuses on the Life Science Ingredients business.

Dividend

The Board is pleased to recommend a dividend of 300% i.e. Rs. 3 per fully paid up equity share of Rs. 1 for the year ended March 31,2015. Total dividend payout inclusive of Rs. 97.28 million as tax on dividend will amount to Rs. 575.12 million. The payment of dividend is subject to approval of the shareholders at the forthcoming Annual General Meeting ("AGM") of the Company.

Capital Structure

(a) Share Capital

During the year, there has been no change in the authorised, subscribed and paid-up share capital of the Company. As at March 31, 2015, the paid-up share capital stood at Rs. 159,281,139 comprising of 159,281,139 equity shares of Rs. 1 each.

(b) Employees Stock Options (ESOPs)

During the year, no Options were granted under Jubilant Employees Stock Option Plan 2005 ("Plan 2005") and JLL Employees Stock Option Plan 2011 ("Plan 2011").

* Plan 2005: As on March 31, 2015, 105,495 Options were outstanding under the Plan 2005. Each Option entitles the holder to acquire five equity shares of Rs. 1 each at the exercise price fixed at the time of grant being the market value as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("SEBI Guidelines"). A maximum of 527,475 shares will be allotted by the Company/ transferred from Jubilant Employees Welfare Trust upon exercise of these Options.

* Plan 2011: As on March 31, 2015, 1,1 12,306 Options were outstanding under the Plan 2011. Each Option entitles the holder to acquire one equity share of Rs. 1 at the exercise price fixed at the time of grant being the market value as per the SEBI Guidelines. A maximum of 1,112,306 shares will be allotted by the Company/ transferred from Jubilant Employees Welfare Trust upon exercise of these Options.

No dilution of capital is expected due to exercise of ESOPs as it is envisaged to transfer the shares held by Jubilant Employees Welfare Trust to the employees on exercise of Options.

Disclosures as required under Regulation 12 of the SEBI Guidelines are given in Annexure-1 and forms part of this Report.

Subsidiaries

As on March 31, 2015, the Company had 48 subsidiaries. Brief particulars of the principal subsidiaries are given below:

Jubilant Pharma Limited

Jubilant Pharma Limited, Singapore ("Jubilant Pharma") is the wholly-owned subsidiary of the Company. Jubilant Pharma holds the global pharmaceutical business of the Company through its subsidiaries in USA, Canada, Europe and India. These subsidiaries of Jubilant Pharma are engaged in manufacturing and marketing of various pharmaceutical products and services like active pharmaceutical ingredients, oral dosage forms (tablets and capsules), contract manufacturing of sterile injectables, ointment, creams and liquids, allergy therapy products and radiopharmaceutical business.

Jubilant Generics Limited

Jubilant Generics Limited ("JGL") is a wholly-owned subsidiary of the Company through Jubilant Pharma. During the year, JGL has, by way of slump sale, acquired (i) API business and (ii) Dosage Forms business of the Company through Business Transfer Agreement, on a going concern basis. JGL has also acquired investments of the Company in Jubilant Pharma Holdings Inc., USA and Jubilant Pharma NV, Belgium.

JGL owns two manufacturing locations; one at Nanjangud, Karnataka and another at Roorkee, Uttarakhand which are engaged in API and Dosage Forms business, respectively.

Cadista Holdings Inc. and Jubilant Cadista Pharmaceuticals Inc.

i) Cadista Holdings Inc. ("Cadista"), a corporation incorporated in Delaware, USA, is a wholly-owned subsidiary of Jubilant Pharma Holdings Inc. Effective December 22, 2014, Jubilant Generics Inc. which held 82.38% shares in Cadista, acquired 17.62% shares held by the minority shareholders in Cadista through Tender Offer. Pursuant to this acquisition, Jubilant Generics Inc. merged into Cadista.

ii) Jubilant Cadista Pharmaceuticals Inc., a corporation

incorporated in Delaware, USA is a wholly-owned subsidiary of Cadista Holdings Inc. This company is in the business of manufacturing solid dosage forms of generic pharmaceuticals at its USFDA approved manufacturing facility in Salisbury, Maryland, USA. Its customer base includes all the large wholesalers, retail and grocery chains. Besides manufacturing its own label products, it also provides Product Development and Contract Manufacturing Services. As on March 31, 2015, there were 22 products commercialized in the US with focus in the therapeutic areas of CVS, CNS, Anti Allergic, Steroids, etc. This company is the US market leader in 2 products and ranked top 2 in 4 products.

Jubilant Pharmaceuticals NV

This is a wholly-owned subsidiary of your Company through Jubilant Pharma NV, Belgium, which holds 99.8% of its shares and Jubilant Pharma holds the balance shares. This company is engaged in the business of licensing generic dosage forms providing regulatory services to generic pharmaceutical companies.

PSI Supply NV

This is a wholly-owned subsidiary of your Company. 99.5% of its shares are held by Jubilant Pharma NV and the balance by Jubilant Pharma. It is engaged in the supply of generic dosage forms to the European markets.

Jubilant Life Sciences NV

This is a wholly-owned subsidiary of your Company. 99.99% of its shares are held by the Company and the balance by Jubilant Infrastructure Limited. It is engaged in the supply of bulk chemicals such as acetyls, acetic anhydride and vitamins to the European markets.

Jubilant Pharma NV

This is a wholly-owned subsidiary of your Company through Jubilant Generics Limited, India and Jubilant Pharma. This company holds shares of Jubilant Pharmaceuticals NV (99.8%) and PSI Supply NV (99.5%) along with Jubilant Pharma which holds the balance shares.

Jubilant DraxImage Inc.

Jubilant DraxImage Inc. ("JDI") is a wholly-owned subsidiary of your Company through Jubilant Pharma. JDI develops, manufactures and markets radiopharmaceuticals used in Nuclear Medicine for the diagnosis, treatment and monitoring of various diseases. It serves hospital-based customers (Nuclear Medicine Physicians and Technologists) in addition to specialized radiopharmacies and through them patients, globally with high quality and reliable specialty products. The business is backed by a dedicated research and development team, specialized manufacturing, strong regulatory affairs and commercial operations. The areas of specialization include cardiac, lung and bone imaging as well as thyroid therapy. JDI employs around 150 skilled professionals and is based in Montreal, Canada, where it operates a manufacturing facility approved by U.S. Food and Drug Administration (USFDA) and Health Canada.

JDI has earned and maintained market leadership in North America for several specialty niche products including I-131 Therapeutic & Diagnostic capsules for thyroid and cancer, Methylene-Diphosphonate (MDP) for bone imaging, Macro- Aggregated Albumin (MAA) for lung imaging, Diethylene Triamine Penta-acetic Acid (DTPA) for renal and brain imaging.

In the Financial Year 2014-15, revenues doubled to USD 81 million due to price correction in key products in our Radiopharmaceutical Business.

JDI intends to expand the range of product offerings and consolidate its market share for Radiopharmaceuticals in North America. It is also expanding in markets such as Latin America, Europe and Asia through collaboration and contractual arrangements with partners and new distribution channels to drive growth in the current and pipeline products.

Jubilant HollisterStier LLC

This subsidiary is based in Spokane, State of Washington, USA. It is a wholly-owned subsidiary of HSL Holdings Inc. It is engaged in the contract manufacturing of sterile injectables, which includes, lyophilized products, liquid fills, biologics, suspensions, WFI/ diluents. This company provides a complete range of services to support drug manufacturing in the pharmaceutical and biopharmaceutical industries. Additionally, it is an innovator, manufacturer and distributor of allergenic extracts, targeted primarily at treating allergies and asthma.

Its contract manufacturing capabilities include aseptic liquid fill/ finishing and lyophilization of small lot parenterals for commercial and clinical requirements. Its capabilities can be applied to a variety of projects from pre-clinical through commercial scale across a multitude of dosage forms including microspheres, suspensions, WFI/ diluents, biologics (proteins), lyophilized products and liposomes. Jubilant HollisterStier is approved across global regulated markets including FDA (both CDER and CBER), EMA, Japan, Brazil and Canada. Its contract manufacturing business serves customers including innovators ranging from small biotechnology to large pharmaceutical companies.

With nearly 100 years of leadership in research, extract production and immunotherapy products, the organization is respected worldwide in the field of allergy. Currently, the business is comprised of allergenic extracts and mixes, along with specialized skin test diagnostic devices. The business lays special emphasis on innovation towards introducing new products to treat and cure allergies.

Jubilant Biosys Limited

This company is a subsidiary of your Company through Jubilant Biosys (Singapore) Pte. Ltd., a wholly-owned subsidiary of the Company, which holds 66.98% equity of this company.

This company provides Drug Discovery Services to global pharmaceutical and biotech companies in:

* Standalone Service Model

* Functional services in the areas of Discovery Informatics, In Vitro Biology, In Vivo Biology, Structural Biology, Computational Chemistry, DMPK and Toxicology on Full time equivalent (FTE) or Fee for service (FFS) based model

* Collaborative/ Partnership Model

* Integrated discovery program across a single or a portfolio of molecules

* Shared risk model

* Milestone and Hybrid Model

* Research Funding

* Payments for scientific milestones including bonus achieved through Discovery and Development phase

* Royalties on successful commercialization of drug Jubilant Chemsys Limited

This company is a wholly-owned subsidiary of your Company through Jubilant Drug Development Pte. Ltd., Singapore. This company offers the following services to drug discovery companies of US, Europe and rest of the world on Full Time Equivalent, Fee for Service and Hybrid Model in:

* Synthetic Organic Chemistry

* Combinatorial Chemistry

* Medicinal Chemistry

* Process Research & Development and Manufacturing, and

* Scale up services

It also works closely with Jubilant Biosys Limited in collaborative drug discovery research.

Jubilant Clinsys Limited

This company is a wholly-owned subsidiary of your Company through Jubilant Drug Development Pte. Ltd., Singapore.

This company is engaged in providing Pharmacovigilance, Medical Writing, Electronic Data Capturing and Staffing Solution services to external and internal customers. During the year, this company has closed down its operations relating to Clinical Trial and Data Management services.

Jubilant Clinsys Inc.

This New Jersey based USA Corporation is a wholly-owned subsidiary of Jubilant Pharma Holdings Inc.

This company provides Clinical Research Data Management services through TrialStat platform.

Jubilant Discovery Services Inc.

This Delaware based USA Corporation is a wholly-owned subsidiary of Jubilant Biosys Limited. This company is providing Ion channel screening capabilities using electrophysiology and atomic absorption spectroscopy, Assay development, medium-high-throughput screening, comprehensive cell-culture related capabilities to Mnemosyne, Orion and Jansen Pharmaceutical NV. Apart from fee for services, it also provides sales, marketing and liaising services to Jubilant Biosys Limited and Jubilant Chemsys Limited.

Jubilant Infrastructure Limited

This wholly-owned subsidiary of your Company had entered into a Memorandum of Understanding ("MOU") with the Government of Gujarat during the 'Vibrant Gujarat' conference in 2007 for development of Sector Specific Special Economic Zone ("SEZ") for Chemicals in Gujarat. About 107 hectares land was taken on lease from Gujarat Industrial Development Corporation ("GIDC") in Bharuch District, Gujarat.

This SEZ became operational in October 2011 with the best in class infrastructure facilities and utility plants like Boiler, Gas Turbine, Effluent Treatment, Incinerator and DM Water.

The Company has set up two units in this SEZ and both the units have commenced commercial production. The finished products of Unit-1 and Unit-2 are fully backward integrated and are using in-house developed innovative technologies.

The global scale plants of Vitamin B3 and 3-Cynopyredine at SEZ make your Company the largest producer of Vitamin B in India and the second largest globally. The production of Symtet in Unit-2 will make your Company the world's largest producer of the crop science ingredient for the insecticide through green route. The operations of Unit-2 are stabilizing in steps.

Jubilant First Trust Healthcare Limited

Jubilant First Trust Healthcare Limited ("JFTHL") is a wholly- owned subsidiary of your Company. 95.8% of its capital is held directly by the Company and the balance 4.2% by First Trust Medicare Private Limited.

This company has filed a Scheme of Arrangement and Reduction of Capital before the Hon'ble High Court of Allahabad whereby First Trust Medicare Private Limited will be merged into JFTHL and subsequently, capital of the merged entity shall be reduced.

Jubilant Life Sciences (USA) Inc.

This corporation incorporated in Delaware, USA is a wholly- owned subsidiary of the Company. It undertakes sales and distribution of advance intermediates, nutrition ingredients, fine chemicals and APIs in the USA.

Jubilant Life Sciences (Shanghai) Limited

This wholly-owned subsidiary of your Company is held through Jubilant Pharma. It undertakes sales and distribution of products in China. This company is engaged in trading of advance intermediates (pyridine and its derivatives), speciality ingredients and nutrition products. It is catering to pharmaceutical, animal feed and agrochemical industries in China. This subsidiary is also a sourcing hub of raw materials for your Company.

Jubilant DraxImage Limited

This is a wholly-owned subsidiary of your Company through DraxImage Limited, Cyprus. It operates under the Jubilant India Branded Pharmaceuticals Banner in India. This company is engaged in marketing of innovative diagnostic imaging, radiopharmaceutical solution and therapeutic radiopharmaceutical products. It has launched the Lyophilized kits MDP, MAA and Sestamibi and would soon be launching DTPA and DMSA. It is also involved in distribution of wide range of radioisotopes which include Tc-99m Generator (used in the diagnosis of Bone Cancer, Renal Imaging, Cerebral Perfusion Imaging and Myocardial Perfusion Imaging), Thallium-201 and Iodine-131 capsules and solution (for the diagnosis and treatment of Thyroid and its related disease), Lutetium-177, Gallium-68 generator and Rhenium-188 generator via various partnerships across the world. The target customers are Nuclear Medicine physicians, Cardiologists and Oncologists of various hospitals and imaging labs.

Other subsidiaries are mentioned below:

First Trust Medicare Private Limited

Jubilant Innovation Pte. Limited

Jubilant Biosys (Singapore) Pte. Limited

Jubilant Drug Development Pte. Limited

Drug Discovery and Development Solutions Limited

Jubilant Life Sciences International Pte. Limited

Jubilant Innovation (BVI) Limited

Jubilant Life Sciences (BVI) Limited

Jubilant Biosys (BVI) Limited

Jubilant Innovation (USA) Inc.

Jubilant Generics Inc. 1

Jubilant Pharma Holdings Inc.

HSL Holdings Inc.

Draximage LLC

Jubilant DraxImage (USA) Inc.

Deprenyl Inc., USA

Draxis Pharma LLC

Jubilant HollisterStier Inc.

Draximage Limited, Cyprus

Draximage Limited, Ireland

6963196 Canada Inc.

6981364 Canada Inc.

DAHI Animal Health (UK) Limited

Draximage (UK) Limited

Jubilant Drug Discovery & Development Services Inc.

Jubilant Life Sciences (Switzerland) AG

Jubilant Pharma Trading Inc.2

Vanthys Pharmaceutical Development Private Limited

Jubilant Innovation (India) Limited

1. Merged into Cadista Holdings Inc. effective from December 22, 2014

2. Became a subsidiary effective from April 24, 2014

Performance and Financial Position of Subsidiaries

The performance and financial position of the subsidiaries are given in Form AOC-1 attached to the Financial Statements for the year ended March 31,2015.

Partnerships

Jubilant HollisterStier General Partnership

It is a Canada based partnership managed by two subsidiaries of the Company - Jubilant HollisterStier Inc. and Draxis Pharma LLC. This partnership provides contract manufacturing services. It manufactures products in two categories: sterile products and non-sterile products. Sterile products include liquid and freeze-dried (lyophilized) injectables and sterile ointments and creams. Non-sterile products include non- sterile ointments, creams and liquids.

Draximage General Partnership

It is a Canada based partnership managed by two subsidiaries of the Company - Jubilant Draximage Inc. and 6981364 Canada Inc.

Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants ("BSR") was appointed as the Statutory Auditor of the Company at the 36th Annual General Meeting of the Company to hold office until the conclusion of Annual General Meeting to be held in the year 2018, subject to ratification by the members at every Annual General Meeting. BSR has confirmed its eligibility to the effect that ratification of its appointment, if made, would be within the limits prescribed under the Act and it is not disqualified for re-appointment.

Observations made in the Auditor's Report are self- explanatory and do not call for any comments.

Cost Audit

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed audit of cost records for certain products. Accordingly, the Company needs to carry out cost audit of its products.

Based on the recommendations of the Audit Committee, the Board of Directors has re-appointed M/s. J. K. Kabra & Co., Cost Accountants as Cost Auditors of the Company to conduct the cost audit for the Financial Year 2014-15.

Secretarial Audit

The Board has appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit pursuant to the provisions of Section 204 of the Act for the Financial Year 2014-15. The report of the Secretarial Auditor is attached as Annexure-2 to this Report. Observations made in the Secretarial Auditor's Report are self-explanatory and do not call for any comments.

Directors and Key Managerial Personnel

During the year, Dr. Ashok Misra was appointed as an Additional Director with effect from September 15, 2014.

Mr. Abhay Havaldar, Mr. Suresh Kumar and Dr. Inder Mohan Verma resigned as Directors during the year. Consequent to the appointment of Mr. Shyam S. Bhartia as Chairman and Managing Director of Jubilant Pharma Limited, Singapore, a wholly-owned subsidiary of the Company, he has resigned from the position of Managing Director of the Company effective from March 25, 2015. He continues to be Non- executive Chairman and Director of the Company.

Mr. Hari S. Bhartia retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board commends his re-appointment.

Mr. R. Sankaraiah, Executive Director-Finance, has been designated as the Chief Financial Officer in the category of Key Managerial Personnel during the year.

Further, Mr. Lalit Jain, Company Secretary, retired from the services of the Company during year. In his place, Mr. Rajiv Shah has been appointed as the Company Secretary and designated as Compliance Officer in the category of Key Managerial Personnel during the year.

Meetings of the Board

Five meetings of the Board of Directors of the Company were held during the Financial Year 2014-15.

Declaration of Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Clause 49 of the Listing Agreement.

Appointment and Remuneration Policy

The Company has framed an Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act read with Clause 49 of the Listing Agreement. The Policy has been disclosed in the Corporate Governance Report attached to this Report.

Annual Performance Evaluation of the Board

A statement on annual evaluation by the Board of its performance and performance of its Committees as well as individual Directors forms part of the Corporate Governance Report attached to this Report.

Directors' Responsibility Statement

Your Directors, based on the representation received from the management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors had 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 on March 31,2015 and of the profits of the Company for the year ended March 31,2015;

(iii) the Directors had 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;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Based on the framework of internal financial controls

including the Control Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls are adequate and effective during the Financial Year 2014-15; and

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

Composition of Audit Committee

As on date, the Audit Committee comprises of Mr. S. Sridhar, Chairman, Ms. Sudha Pillai and Dr. Ashok Misra. The Board has accepted all the recommendations made by the Audit Committee.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given in Annexure-3 and forms part of this Report.

Employees

Particulars of Directors and Employees, as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure-4 and form part of this Report.

Risk Management

Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company's ability to attain its objectives. Risk management and internal financial control systems play a key role in directing and guiding the Company's activities by continually preventing and managing risks. The Board, Audit Committee and Senior Management team collectively set the overall tone and risk culture of the Company by identifying the risks impacting the Company's business and documenting the process of risk identification, risk minimization and risk optimization as a part of the risk management policy through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority and a set of processes and guidelines.

There exists a critical risk management framework across the Company and the same is reviewed on a six monthly basis by the Board. Some of the critical risks identified in various businesses of the Company are:

* Competition

* Cost competitiveness

* Foreign Currency and Interest Rate Exposures

* Capacity Planning and Optimisation

* R&D Effectiveness

* Human Resources- Acquire and Retain Talent

* Portfolio and Mix: Customer and Product Concentration

* Compliance and Regulatory

* Environment, Health and Safety

* Protecting Intellectual Property Rights

The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of the Company's journey of continued competitive sustainability in attaining the desired business objectives.

A detailed note on Internal Control Systems and Risk Management is given in the "Management Discussion & Analysis Report".

Certifications

The Company follows several externally developed initiatives in the economic, environmental and social areas. Manufacturing plants at Gajraula, Nira, Savli, Nanjangud, Ambernath and Bharuch are ISO 9001:2008 certified for Quality Management System. Plants at Gajraula, Nira, Savli, Nanjangud and Bharuch are also ISO 14001:2004 certified for Environmental Management System and OHSAS 18001:2007 for Occupational Health and Safety at work place. Plants at Gajraula, Nira, Savli and Bharuch are certified for IMS (Integrated Management System).

ANU (Animal Nutrition Unit) at Savli is certified for FAMI-QS Code Version 5.1 in Feed Safety Management System.

Vitamins plant at Bharuch is certified for FAMI-QS Code Version 5 (in Feed Safety Management System), Kosher, Halal- India, Halal-Malaysia, Halal Indonesia, ISO 22000:2005 (in Food Safety Management System), HACCP (Hazard Analysis and Critical Control Points), GMP (Good Manufacturing Practices) and is FSSC 22000:2010 (Global Food Safety) Compliance.

Gajraula Quality Control Laboratory has also been certified for chemical testing by NABL (National Accreditation Board for Testing and Calibration Laboratories) in accordance with the ISO/ IEC 17025:2005. In addition to this, Gajraula Carbon Dioxide manufacturing facility has been certified for FSSC 22000:2010 (Food Safety System Certification) for production and dispatch of Carbon Di-oxide for Beverages of food grade Carbon Di-oxide. Ethyl Acetate & Acetic Anhydride manufacturing facility has been approved for KOSHER certification. 2 Acetyl Pyridine, 3 Hydroxyl Methyl Pyridine, Acetic Anhydride, Beta Picoline, Cetyl Pyridinium Chloride, Ethyl Acetate, Glacial Acetic Acid, Niacin and Pyridine facility are certified for KOSHER certification.

Ethyl Acetate and Acetic Anhydride manufacturing facility at Nira plant has been approved for KOSHER and HALAL certification. Dosage Forms facility at Roorkee follows Good Manufacturing Practices ("GMP") as per World Health Organisation ("WHO") specifications in manufacturing and testing of pharmaceutical products and hence, has been granted WHO GMP certificate by the Drug Licensing and Controlling Authority, Uttarakhand. This facility is also approved by UK-Medicines and Healthcare Products Regulatory Agency (UK-MHRA) to export drugs to European Market and USFDA to export drugs to the US market. The other approvals for the plant are Jordan Food & Drug Administration, Agencia Nacional de Vigilancia Sanitaria Brazil (ANVISA) Brazil,Pharmaceuticals and Medical Devices Agency (PMDA) Japan, Medicines Control Council (MCC), South Africa, Health Canada, Therapeutic Goods Administration (TGA), Australia and several Ministries of Health of countries like Uganda, Tanzania, Ivory Coast, Taiwan, Kenya, Zimbabwe, Botswana and Belarus.

Nanjangud plant has received USFDA approval for exporting certain products to the US market, ANSM (agence nationale de securite du medicament et des produits de sante-the French Health Products Safety Agency) approval for exporting products to EU countries, PMDA approval for exporting products to the Japanese market, Korea Food and Drug Administration approval for exporting products to Korean market, COFEPRIS approval (Federal Commission for Protection against Health Risks, Mexico) for exporting products to Mexican market, ANVISA approval for exporting products to Brazil market and TGA approval for exporting certain products to Australia. This plant was audited by CDSCO (Central Drugs Standard Control Organization) and received written confirmation to export products to EU countries.

Human Resources

At Jubilant, our employees are the backbone of our growth strategy and play a vital role in ensuring sustainable business growth and future readiness. The Company has been focusing on strengthening its talent management and employee engagement processes through clear role expectations with specific and well defined Key Performance Indicators for each role. We believe in creating a culture of performance and merit that provides all our employees with opportunities to excel, learn and progress. We have been focusing on attracting the best talent from India's leading campuses to have a steady fresh talent flow thereby creating a strong pool of internal talent.

Our well defined Leadership Competency Framework lays tremendous focus on outlining a common leadership culture throughout the organization. We reinforce the leadership values through development initiatives like Development Centres and 3600 Feedback. All the initiatives are backed by an action oriented development plan. The development initiatives lay the foundation of our talent pipeline.

We strive toward technology enabled HR systems and processes that are based on globally adopted best practices. In this direction, we have implemented world renowned PeopleSoft based Human Resource Information System ("HRIS") at the facilities of the Company in India and North America. The common HRIS platform enables us to weave a common performance and process culture across the organization thereby bringing in efficiency and consistency.

At Jubilant, we ensure that there is full adherence to the Code of Business Conduct and Fair Business Practices. We have signed a policy on CII Code of Conduct on Affirmative Action that reconfirms our commitment that equal opportunity in employment for all sections of the society is a component of our growth and competitiveness.

As on March 31, 2015, a total of 399 employees at our manufacturing plants at Savli, Nira and Gajraula were members of unions or had collective bargaining capability. During the year, we enjoyed cordial relations with our employees and there have been no instances of major strikes, lockouts or other disruptive labour disputes.

The Company has adopted a Policy on Prevention of Sexual Harassment at workplace and the Company has not received any complaint during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

A detailed note on Human Resource Management is given in the "Management Discussion & Analysis Report".

Investor Services

The Company values its investors immensely. With a view to keep its investors well informed of its activities, the Company has taken the following initiatives:

* E-mailing quarterly results, press releases and other similar communications to the shareholders soon after they are sent to the stock exchanges; e-mailing Annual Reports and Corporate Sustainability Report;

* Maintaining user friendly Investor Section on the website of the Company www.jubl.com;

* A dedicated e-mail ID viz. investors@jubl.com for interacting on various matters with respect to share transfer, transmission, dividends and other related issues with the Company Secretary and Compliance Officer;

* Mailing feedback forms to the investors on an annual basis so as to obtain valuable feedback and suggestions for improvement. The Company has also placed an online Investor Feedback form on its website www.jubl.com under the head "Investor Feedback Form" to facilitate electronic submission of the Form;

* Earnings calls are conducted and the transcripts are uploaded on the website www.jubl.com. The Earnings call is typically accompanied by Results Presentation and Release that are also uploaded on the website; and

* The Company's management also meets institutional investors and analysts at their request.

Awards and Accolades

During the year, various awards and accolades were received by the Company/ its management. These are:

* ASSOCHAM's 'Responsible Organization Excellence' Award 2014-15

* 15th Annual Greentech Environment Award 2014 - Gold Category winner under "Chemicals and Pharmaceutical sector" - Gajraula plant, India

* Two Awards at UBM India Pharma Awards 2014: Excellence in Corporate Social Responsibility & Excellence in Environment, Health & Safety (EHS)

* CII Energy Efficient Unit Award 2014 conferred to our Gajraula plant, India

* I.C.O.N.I.C IDC Insights Award under 'Health and Life Sciences' vertical

* CIO 100 Awards and Express Uptime Champion Award conferred to Jubilant's CIO, Mr. Umesh Mehta

* Golden Peacock Global Award for Excellence in Corporate Governance for the year 2014, presented by the Rt Hon Theresa May MP, Secretary of State for the Home Department, Government of UK

* FICCI Chemicals & Petrochemicals Awards 2014 - "Process Innovator of the Year 2014" in Fine Chemicals category

* Golden Peacock Business Excellence Award-2014 recognized under the Chemicals and Pharmaceutical category, presented by The Hon'ble Governor of Tamil Nadu, Mr. K. Rosaiah to our Gajraula plant, India

* 3rd FICCI Quality Systems Excellence Awards for Manufacturing-2014 - First Prize in the large size category presented to our Gajraula plant, India

* Dataquest Business Technology Awards for Best IT Implementation in Analytics, Mobility, Cloud, ERP/ CSM/ CRM

* 50 Most Talented Sustainability Leaders Award, conferred to Jubilant Life Sciences' CSO, Mr. Ganesh C. Tripathy during the World CSR Congress

Vigil Mechanism

The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report attached to this Report and form an integral part of this report.

Green Initiatives

With the aim of going green and minimising our impact on the environment, the Company continued with its green initiatives in its operations which include:

* Conducting paperless Board/ Committee Meetings;

* Publishing and circulating Corporate Sustainability Report in CD form; and

• E-mailing Annual Reports to the shareholders whose e-mail addresses are provided by the depositories or who have opted for the electronic version.

Corporate Social Responsibility

Corporate Social Responsibility ("CSR") at Jubilant is the commitment of businesses to contribute to sustainable economic development by working with the employees, their families, the local community and the society at large to improve their lives in ways that are good for business and for its development.

During the Financial Year 2014-15, Jubilant continued its CSR initiatives in various fields.

At Jubilant, we ensure transparency and accountability of our practices. We present our values and disclose our economic, environmental and social performance through our Sustainability Report. Jubilant is an Organisational Stakeholder of the Global Reporting Initiative ("GRI"), an international not-for-profit organisation which sets guidelines for sustainability reporting. The Company's first Corporate Sustainability Report was published in the year 2003. Since then, Sustainability Reports are released annually in accordance with the GRI Guidelines and are externally assured by Ernst & Young. In the year 2013, we also started voluntary reporting of sustainability performance in line with National Voluntary Guidelines. Jubilant also ensures to report community and social initiatives in line with United Nations Millennium Development Goals. With the aim of mitigating impact on the environment, like last year, this year too we are sending Corporate Sustainability Report in CD form alongwith the Annual Report to the shareholders. The same is also available on the Company's website at www.jubl.com.

CSR initiatives of the Company are conceptualized and implemented through Jubilant Bhartia Foundation ("JBF"), the social wing of Jubilant Bhartia Group, established in 2007 as a not-for-profit organisation. JBF works on 4P model (Public- Private-People-Partnership) for empowering communities and believes that for sustainable social intervention, participation of communities must be ensured in the Company's CSR projects/ programmes. Jubilant's role is to act as a catalyst and facilitate the process.

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has framed a Corporate Social Responsibility Policy ("CSR Policy") which is placed on the Company's website. The Sustainability & CSR Committee approved the following projects of JBF which are in line with Schedule VII to the Act:

* Project Arogya and Swasthya Prahari: Improving health indices through innovative services and promoting health seeking behavior;

* Project Muskaan: Universalizing elementary education and improving quality parameters for primary education through community involvement;

* Nayee Disha: Enhancing employability through vocational training; and

* Rural Development: Supporting the community infrastructure as and when identified in the project area.

With these initiatives beginning to show results, Jubilant plans to continue its focus on the social initiatives of the Company and slowly spread its area of influence in terms of geography. A summary of the activities of JBF is provided on its website www.iubilantbhartiafoundation.com. Details of the sustainability initiatives are given in the Corporate Sustainability Report.

Annual Report on CSR including contents of the CSR Policy is attached as Annexure-5.

During the year, Jubilant Pharma has taken loan from International Finance Corporation ("IFC").

IFC carried out a detailed Environmental & Social ("E&S") due diligence of Jubilant Pharma's business for evaluating the E&S management system in order to ascertain capacity, maturity and reliability of Jubilant Pharma's environmental and social management systems to manage environmental and social risks. Based on the due diligence, IFC suggested optimisation through time bound Environmental and Social Action Plan to match the Jubilant Pharma's operating system with IFC's Performance Standard requirements. Jubilant Pharma has since completed the action plan in timely manner and ensured compliance with the relevant IFC Performance Standards as stated below:

* PS1: Assessment and Management of Environmental and Social Risks and Impacts

* PS2: Labour and Working Conditions

* PS3: Resource Efficiency and Pollution Prevention

* PS4: Community Health, Safety and Security

In addition, Jubilant Pharma has also submitted Annual Monitoring Report for the Financial Year 2014-15 to IFC.

Other Disclosures

i. Extracts of Annual Return: Pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return is attached as Annexure-6 to this Report.

ii. Fixed Deposits: No deposits have been accepted by the Company during the year from the public. As on March 31,2015, the Company had no outstanding, overdue or unclaimed deposits.

iii. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loan, guarantee or security is proposed to be utilised by the recipient have been disclosed in Note nos. 15, 18, 34, 35 and 36 of the Notes to the Standalone Financial Statements.

iv. Particulars of Contracts or Arrangements with the Related Parties: The Company has not entered into any transaction with a Related Party which is not at arm's length or any material transaction with any Related Party, as defined in the policy of the Company on materiality of Related Party Transactions. Your Directors draw attention of the members to Note no. 53 to the Standalone Financial Statements which sets out Related Party disclosures.

v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2014-15 till the date of this Report, which affects the financial position of the Company.

vi. Orders Passed by Courts/ Regulators: There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

Corporate Governance

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed report on Corporate Governance is attached as Annexure-7. A certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement, is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2015. A certificate from the Co-Chairman & Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Agreement has been given separately and forms part of the Annual Report.

Acknowledgments

Your Directors acknowledge with gratitude the co- operation and assistance received from the Central and State Government authorities. Your Directors thank the Shareholders, Private Equity Investors, Financial Institutions, Banks/ other lenders, Customers, Vendors and other Business Associates for their confidence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of the Company's employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

For and on behalf of the Board

Shyam S Bhartia Hari S Bhartia Chairman Co-Chairman & Managing Director

Place: Noida Date : May 12, 2015


Mar 31, 2013

The Directors are delighted in presenting the Thirty Fifth Annual Report together with the Audited Standalone and Consolidated financial statements for the year ended March 31, 2013.

Overview

Jubilant Life Sciences Limited is a global Pharmaceutical and Life Sciences Company engaged in manufacture and supply of Generics (including Active Pharmaceutical Ingredients (APIs) and Solid Dosage Formulations), Specialty Pharmaceuticals (including Radiopharmaceuticals, Allergy Therapy Products and Sterlite Injectibles & Ointments, Creams and Liquids (OCL)) and Life Science Ingredients (including Proprietary Products and Exclusive Synthesis (PPES), Nutrition Ingredients (NI) and Life Science Chemicals (LSC). It also provides Drug Discovery and Development Solutions (DDDS) and other Healthcare services. The Company''s strength lies in its unique offerings of Pharmaceuticals and Life Science products and services across the value chain. With 10 world- class manufacturing facilities in India, US and Canada and a team of over 6,200 multicultural people across the globe, the Company is committed to deliver value to its customers spread across 98 countries. The Company is well recognised as a "Partner of Choice" by leading pharmaceuticals and life sciences companies globally.

Financial Results

(Rs. in million)

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

Income from Operations 31,248 26,176

Other Operating Income 215 234

Total Income from 31,463 26,410 Operations

Total Expenditure 26,921 22,294

Operating Profit 4,542 4,116

Other Income 89 89

EBITDA including Other 4,631 4,205 Income

Depreciation 1,522 1,320

Finance Costs 1,712 1,544

Profit after Interest but 1,397 1,341 before Exceptional Items

Exceptional Item - (Loss) (1,525) (1,800)

Tax Expenses 305 350

Reported Net (Loss) After (433) (809) Tax and Minority Interest

Profit brought forward from 7,863 9,227 previous year

PROFIT AVAILABLE FOR 7,430 8,418 APPROPRIATION

Which the Directors have appropriated as follows:

- Proposed Dividend on 478 478 Equity shares

- Tax on Dividend on 81 77 Equity Shares

- Transfer to General - - Reserve

Balance to be carried 6,871 7,863 forward

Financial Highlights

(i) Standalone Financials Income from Operations

In FY 2013, the Company recorded income from operations of Rs. 31,463 million, which grew by 19% over last year.

International Revenues

International business contributed 58% to the Revenue from Operations at Rs. 18,399 million.

EBITDA

For the year ended March 31, 2013, EBITDA stood at Rs. 4,631 million with EBITDA margins at 15%.

Reported and Normalised Profit After Tax and EPS

Reported Loss After Tax was Rs. 433 million in FY 2013. Basic EPS stood at Rs. (2.72). However, Normalised Profit After Tax stood at Rs. 1,092 million after adjusting for exceptional items of Rs. 1,525 million, mainly on account of unrealised exchange losses. Normalised EPS stood at Rs. 6.86 for the FY 2013.

(ii) Consolidated Financials Income from Operations

In FY 2013, income from operations was Rs. 51,610 million, up from Rs. 42,782 million in previous year (excluding onetime other income of Rs. 249 million) reporting a growth of 21%.

International Revenues

International business contributed 74% to the Revenue from Operations at Rs. 38,276 million. Sales from key developed markets were at Rs. 31,909 million contributing 62% to the Revenue of the Company as compared to 58% in previous year.

Pharmaceuticals Segment

This segment comprises revenue lines of APIs, Solid Dosage Formulations, Radiopharmaceuticals, Allergy Therapy Products, Sterile Injectables & OCL, DDDS and other Healthcare services. In FY 2013, income from operations from this segment was Rs. 26,580 million contributing 52% to the total revenue of the Company, up from Rs. 21,764 million (excluding onetime other income of Rs. 249 million) in previous year reporting a growth of 22%. EBITDA stood at Rs. 7,504 million, up from Rs. 5,783 million (excluding onetime other income of Rs. 249 million) in previous year, reporting a growth of 30% in Pharmaceuticals segment with EBITDA margins at 28% on account of better product mix.

Life Science Ingredients Segment

This segment comprises PPES, NI and LSC. In FY 2013, Income from operations from this segment was Rs. 25,030 million, up from Rs. 21,018 million in previous year, recording a growth of 19%. EBITDA stood at Rs. 3,819 million with 15% margins for the year as compared to Rs. 3,472 million with 17% margins in previous year. Life Science Ingredients segment EBITDA was up 10% on back of higher volumes albeit with slightly lower EBITDA margins due to lower pricing of certain products in NI and LSC during the year.

EBITDA

For the year ended March 31, 2013, EBITDA stood at Rs. 10,548 million with EBITDA margins at 20%.

Reported and Normalised Profit After Tax and EPS

Reported Profit After Tax was Rs. 1,527 million in FY 2013. Basic EPS stood at Rs. 9.59. However, Normalised Profit After Tax stood at Rs. 3,824 million after adjusting for exceptional items of Rs. 2,297 million. Exceptional items consisted of unrealised mark-to-market book loss of Rs. 839 million mainly on account of currency movement in US dollar from the base rate of Rs. 50.88 last year to Rs. 54.29 on March 31, 2013 with respect to the rupee loans of Rs. 9,100 million swapped into a US dollar loan of $202 million; FCMITDA amortisation of Rs. 632 million on account of unrealised exchange loss amortised over a period of the tenure of the loan as per the Indian Accounting Standards; and Rs. 826 million due to write-off with respect to intangible assets under product development and inventory write down etc. and profit on sale of non-operating assets. Normalised EPS stood at Rs. 24.01 for the FY 2013.

Dividend

The Board is pleased to recommend a dividend of 300% i.e. Rs. 3 per fully paid-up equity share of Rs. 1 for the year ended March 31, 2013. Total dividend payout inclusive of Rs. 81.21 million as tax on dividend will amount to Rs. 559.05 million based on existing capital. Payment of dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting (AGM) of the Company.

Capital Structure (a) Employees Stock Options (ESOPs)

During the year, 918,351 Options were granted under JLL Employees Stock Option Plan 2011 (''Plan 2011''). However, no Options were granted under Jubilant Employees Stock Option Plan 2005 (''Plan 2005'').

As on March 31, 2013, 145,443 Options were outstanding under Plan 2005. Each Option entitles the holder to acquire five equity shares of Rs. 1 each at the exercise price fixed at the time of grant being market value as per the SEBI (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (''SEBI Guidelines'').

A maximum of 727,215 shares will be allotted by the Company / transferred from Jubilant Employees Welfare Trust upon exercise of these Options.

As on March 31, 2013, 1,585,055 Options were outstanding under Plan 2011. Each Option entitles the holder to acquire one equity share of Rs. 1 at the exercise price fixed at the time of grant being market value as per the SEBI Guidelines.

No dilution of capital is expected due to exercise of ESOPs as it is envisaged to transfer the shares held by Jubilant Employees Welfare Trust to employees on exercise.

Disclosures as required under Regulation 12 of the SEBI Guidelines are given in Annexure A and form part of this Report.

(b) Share Capital

During the year, there has been no change in the authorised, subscribed and paid-up share capital of the Company. As at March 31, 2013, the paid-up share capital stands at Rs. 159,281,139 comprising of 159,281,139 equity shares of Rs. 1 each, the same as in previous year.

Subsidiaries

As on March 31, 2013, the Company had 46 subsidiaries. Brief particulars of principal subsidiaries are given below:

Jubilant HollisterStier LLC

This subsidiary is based in Spokane, State of Washington, USA. It is a wholly owned subsidiary of HSL Holdings Inc. It is a recognised contract manufacturer of sterile injectables (vials and ampoules), lyophilized products, liquid fills, biologics, suspensions, WFI/Diluents and provides a complete range of services to support the pharmaceutical and biopharmaceutical industries. Additionally, it is a manufacturer of allergenic extracts, targeted primarily at treating allergies and asthma.

Its contract manufacturing capabilities include aseptic liquid fill / finishing and lyophilization in three distinct cGMP areas designated as Small Volume Parenteral (SVP), Small Lot Manufacturing (SLM) and Clinical Trial Manufacturing (CTM). Its capabilities can be applied to a variety of projects from pre-clinical through commercial scale across a multitude of dosage forms including microspheres, suspensions, WFI/diluents, biologics (proteins), lyophilized products and liposomes. Jubilant HollisterStier maintains an outstanding regulatory record with the FDA (CBER and CDER), EMA and Japan''s and Brazil''s regulatory agencies. Its contract manufacturing business serves customers including innovators ranging from small biotechnology to large pharmaceutical companies.

Jubilant DraxImage Inc. - This company is a wholly owned subsidiary of your Company through Jubilant Pharma Pte. Limited. It deals in radiopharmaceuticals which is a niche, high entry barrier business. DraxImage develops, manufactures and markets innovative diagnostic imaging radiopharmaceuticals solutions and therapeutic radiopharmaceutical products for the global market. The application of these products extends to cardiology, thyroid uptake and scan, lung scan, kidney imaging, bone scan etc.

This company is the major supplier of lyophilised radiopharmaceutical kits for use with Technetium - 99m including DRAXIMAGE MAA, MDP, DTPA, Glucoheptonte and Sestamibi. Its I-131 products are the market leaders in the US with more than 70% market share. These 131 products are currently the major revenue drivers. Radiopharmaceuticals are used for both therapeutic and diagnostic molecular imaging applications to customers comprising hospitals, imaging centres and cardiology / oncology clinics.

DraxImage also markets non-radioactive products, which are solid in lyophilized form.

This company operates a US FDA and Health Canada approved manufacturing facility in Montreal at Canada. It is recognised globally for its quality and execution capabilities, strong regulatory track record and has an established customer base comprising large innovator and specialty pharmaceutical companies.

Jubilant Biosys Limited - This company is a subsidiary of your Company through Jubilant Biosys (Singapore) Pte. Limited, a wholly owned subsidiary of your Company, which holds 66.98% of the equity of this company.

This company provides Drug Discovery Services to Global Pharmaceutical and Biotech companies in:

- Stand alone Service Model

- Functional services in area of Discovery Informatics, Structural Biology and In Vivo & Invitro Biology and Insilico on FTE or Fee based model

- Collaborative / Partnership Model

- Integrated discovery program across a single or a portfolio of molecules; and

- Risk / reward sharing option

- Research Funding

- Payments for scientific milestones including bonus achieved through Discovery and Development phase

- Royalties on successful commercialisation of drug

During 2012-13, this company has:

- Continued to provide Drug Discovery Services in integrated drug discovery programmes, functional service in structural biology, High thru put screening, Insilco modeling and IN Vivo Biology and Invitro Biology;

- Expanded relationship with a couple of midsized biotech companies such as Norgine, Mnemosyne;

- Successfully engaged a number of potential big clients which once closed, would give a continued stream of revenue;

- Successfully received a developmental milestone from one of its customers named Endo Pharmaceuticals, culminating in its business model;

- Successfully delivered a number of scientific milestones in different Therapeutic areas; and

- Commenced internal research on new molecules which would be available for either partnering with existing clients or outlicencing to the interested potential clients.

Jubilant Discovery Services Inc. - This Delaware based USA corporation, is a wholly owned subsidiary of Jubilant Biosys Limited. This company apart from providing sales, marketing and liaisoning services to Jubilant Biosys Limited for its US based customers is also providing electrophysiology services to Jansen Pharmaceutical NV and Mnemosyne.

During the year, this company has expanded its reach and a number of potential clients have shown interest in this capability and has been a key differential to the competitors.

Jubilant Discovery Services Inc. has completed an important step in the realisation of a long term strategy to extend capabilities in prosecuting ion channel targets and expanding the capabilities in other targets including GPCRS and Kinases. As part of company''s strategy to extend its capabilities, company started the ''State of the Art Discovery Center'' in North America for ion Channel targets. This center is enabled with comprehensive discovery biology capabilities with a focus in Voltage gated and ligand gated ion channels, GPCRs and Kinases.

Jubilant Chemsys Limited - This company is a subsidiary of your Company through Jubilant Drug Development Pte. Limited, a wholly owned subsidiary of your Company, which holds entire equity of this company. This company offers following services to drug discovery companies based out of US, Europe and Japan on Full Time Equivalent and Molecule basis:

- Discovery Chemistry Functions;

- Hit-to-Lead and Lead Optimisation;

- Medicinal Chemistry Services; and

- Scaling up from mg to kg in kilo lab and pilot plant.

It also works closely with Jubilant Biosys Limited in collaborative drug discovery research services arena.

During the year, the chemistry business has been challenging and the same has been compounded due to certain customer contract cancellations. The management has, however, put together a plan for the revival of this business and expansion to other related areas such as GMP scale up facility.

Jubilant Clinsys Limited - This company is a subsidiary of your Company through Jubilant Drug Development Pte. Limited, a wholly owned subsidiary of your Company, which holds entire equity of this company.

This company is a full service, scientifically-focused contract research organisation that provides pharmaceutical, biotechnology and medical device companies with a wide range of services in support of Phase I-IV drug and device development. These services range from bio-analytical, bio-equivalence & pharmacokinetic studies, all phases of clinical trials, biostatistics, clinical data management, medical and scientific support including medical writing, drug safety, regulatory, quality assurance, end-to-end project management, clinical monitoring, site management, investigator and site recruitment. This company operates an 80 bedded Clinical Pharmacology Unit in Noida and is equipped with a bio-analytical as well as a clinical laboratory accredited by College of American Pathologists (CAP) and NABL, India.

During the year, this company has extended its reach to European clients and signed contracts with NRIM (U.K) and Aristo Pharma (Germany).

Jubilant Clinsys Inc. - This New Jersey based USA corporation is a wholly owned subsidiary of Jubilant Life Sciences Holdings Inc. and is a therapeutically focused full service clinical research organisation.

This company has expertise in a wide range of highly specialised therapeutic areas including oncology, cardiovascular, central nervous system, respiratory, dermatology and allergy/immunology. It offers broad range of clinical research services to pharmaceutical, biotechnology and medical device companies in support of Phase I I-IV drug and device development including project management, clinical monitoring, scientific and medical support, patient and investigator recruitment, site management, biostatistics, data management, drug safety, quality assurance, regulatory affairs and medical writing. This company expanded therapeutically, geographically and added functional service offerings. It has operations in Bedminster, New Jersey, Raleigh,

North Carolina, Ottawa, Ontario, Canada and Dusseldorf, Germany.

Jubilant Infrastructure Limited - This wholly owned subsidiary of your Company had entered into a Memorandum of Understanding (MOU) with the Government of Gujarat during the ''Vibrant Gujarat'' conference in 2007 for development of Sector Specific Special Economic Zone (SEZ) for Chemicals in Gujarat. About 107 hectares land was taken on lease from Gujarat Industrial Development Corporation (GIDC) in Bharuch District, Gujarat.

This SEZ became operational last year and commenced commercial production of Unit-1. The finished products from this facility would be fully backward integrated and based on in-house developed innovative technologies, making it a hub for world class quality offering value to all stakeholders.

The global scale plants of Vitamin B3 and 3-Cyanopyridine at SEZ make your Company the largest producer of Vitamin B3 in India and second largest globally.

During the year, the commercial production of Symtet, a crop science ingredient for one of the world''s largest and safest low cost insecticide, commenced in Unit-2 through an environment friendly process. This will make your Company the world''s largest producer of the crop science ingredient for the insecticide through green route.

Jubilant First Trust Healthcare Limited - This company is a wholly owned subsidiary of your Company. 95.8% of its capital is being held directly by your Company and 4.2% by First Trust Medicare Private Limited.

With a vision for providing quality healthcare at affordable cost, this company has set up multi-specialty hospitals in the district towns of West Bengal. It addresses vital disease segments like critical care, neonatal care, high risk pregnancies, dialysis, neuro sciences, plastic surgery to name a few. It has projected itself as a friendly neighbourhood hospital with a firm belief in ethics.

Asia Healthcare Development Limited - This company is a subsidiary of your Company through Jubilant First Trust Healthcare Limited, which holds its entire capital. This company runs a 50 bedded low cost model multispecialty hospital in Behrampur on a Public-Private- Partnership (PPP) with the Government of West Bengal.

For years, it has been serving the health needs and has stood as number one choice for the people of this region.

Cadista Holdings Inc. and Jubilant Cadista Pharmaceuticals Inc.

i) Cadista Holdings Inc., a corporation incorporated in Delaware, got registered with the Securities and Exchange Commission (SEC) during the year ended March 31, 2012. The registration was obtained pursuant to section 12(g) of the Securities and Exchange Act of 1934 according to which, a company has to get registered with SEC on the number of shareholders exceeding 500. However, such registration did not constitute an offering of securities by the Company and no fresh money was raised pursuant to such registration. Your Company, through its subsidiary, Generic Pharmaceuticals Holdings Inc., holds 82.38% of common stock of this company.

ii) Jubilant Cadista Pharmaceuticals Inc., a corporation incorporated in Delaware, is a wholly owned subsidiary of Cadista Holdings Inc. This company is in the business of manufacturing solid dosage forms of generic pharmaceuticals at its US FDA approved manufacturing facility in Salisbury, Maryland, USA. Its customer base includes all the large wholesalers, retail and grocery chains. Besides manufacturing its own label products, it also provides Product Development and Contract Manufacturing services. As of March 31, 2013 there were 16 products commercialised in the US with focus in the therapeutic areas of CVS, CNS, Anti Allergic, Steroids etc. The company is the US market leader in 3 products and ranked in top 2 in 2 products and has a strong pipeline of product filings for future growth.

Jubilant Life Sciences (USA) Inc. - This corporation in the State of Delaware, USA, is a wholly owned subsidiary of your Company. It undertakes sales and distribution of advance intermediates, nutrition ingredients, fine chemicals and APIs in the USA.

Jubilant Life Sciences (Shanghai) Limited - This wholly owned subsidiary of your Company is held through Jubilant Pharma Pte. Limited. It undertakes sales and distribution of products in China. It is into trading of advance intermediates - pyridine & its derivatives, vitamins, fine chemicals and crop protection chemicals. It is catering to pharmaceutical, animal feed and agrochemical industries in China. This subsidiary is also a sourcing hub of raw materials for your Company.

Jubilant Pharmaceuticals NV - This is a wholly owned subsidiary of your Company through Jubilant Pharma NV, Belgium, which holds 99.8% of its shares and Jubilant Pharma Pte. Limited which holds the balance shares, both of which are wholly owned subsidiaries of your Company. This company is engaged in the business of licensing of generic dosage forms providing regulatory services to generic pharmaceutical companies and distribution of life science chemicals and vitamins to European customers.

PSI Supply NV - This is a wholly owned subsidiary of your Company. 99.5% shares of this company are held by Jubilant Pharma NV and balance by Jubilant Pharma Pte. Limited. This company is engaged in the supply of generic dosage forms to European markets.

Jubilant DraxImage Limited -This is a wholly owned subsidiary of your Company through Draximage Limited, Cyprus. This company is engaged in marketing of innovative diagnostic imaging radiopharmaceutical solution and therapeutic radiopharmaceutical products. It is providing wide range of radioisotopes which include Tc-99m Generator (used in the diagnosis of Bone Cancer, Renal Imaging, Cerebral Perfusion Imaging, Myocardial Perfusion Imaging), Thallium-201 and Iodine-131 capsules and solution for the diagnosis and treatment of Thyroid and its related disease. It has also launched the Lyophilized kits MDP, MAA and Sestamibi and would soon be launching DTPA. The target customers are Nuclear Medicine physicians, Cardiologists & Oncologists of various hospitals and imaging labs.

Other subsidiaries as at the year end are as follows:

First Trust Medicare Private Limited

Jubilant Innovation (India) Limited

Vanthys Pharmaceutical Development Private Limited

Jubilant Innovation Pte. Limited

Jubilant Biosys (Singapore) Pte. Limited

Jubilant Drug Development Pte. Limited

Jubilant Pharma Pte. Limited

Jubilant Life Sciences International Pte. Limited

Jubilant Innovation (BVI) Limited

Jubilant Life Sciences (BVI) Limited

Jubilant Biosys (BVI) Limited

Jubilant Innovation (USA) Inc.

Generic Pharmaceuticals Holdings, Inc.

Jubilant Life Sciences Holdings Inc.

HSL Holdings Inc.

Draximage LLC.

Jubilant DraxImage (USA) Inc.

Deprenyl Inc., USA

Draxis Pharma LLC

Jubilant Hollister Stier Inc.

Draximage Limited, Cyprus

Draximage Limited, Ireland

Jubilant Pharma NV

6963196 Canada Inc.

6981364 Canada Inc.

Jubilant Drug Discovery & Development Services Inc.

DAHI Animal Health (UK) Limited

Draximage (UK) Limited

Jubilant Life Sciences (Switzerland) AG

Partnerships

Jubilant HollisterStier General Partnership

It is a Canada based partnership among two subsidiaries of your Company - Jubilant HollisterStier Inc. and Draxis Pharma LLC. This partnership is a recognised contract manufacturer of Non-Sterile products in semi-solid and solid dosage forms. Semi-solid dosage forms offerings are Dermatological creams, Antibiotic Ointments, Syrups, Suspensions and Gels. Solid dosage forms offerings are Capsules, Tablets and Powder blends.

Draximage General Partnership - It is a Canada based partnership among two subsidiaries of your Company - Jubilant DraxImage Inc. and 6981364 Canada Inc.

Consolidated Financial Statements

Consolidated Financial Statements, in terms of Clause 32 of the Listing Agreement and in compliance with the Accounting Standard - 21 on Consolidated Financial Statements (AS-21) as specified in Companies (Accounting Standards) Rules, 2006, form part of Annual Report.

Particulars required as per Section 212 of The Companies Act, 1956

In terms of general exemption granted by the Ministry of Corporate Affairs (MCA), Government of India vide its general circular no. 2/2011 dated February 8, 2011, from attaching the Directors'' Reports, Balance Sheets, Statement of Profit & Loss and other particulars of the subsidiary companies subject to fulfillment of certain conditions mentioned therein, the same have not been attached to this Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information upon request by any member of the Company or its subsidiary companies. The Annual Accounts of the subsidiary companies will also be kept open for inspection by any member at the registered office of the Company and the subsidiary companies during business hours.

Fixed Deposits

No fresh deposits have been accepted by your Company during the year from the public. As on March 31, 2013, your Company had no outstanding Fixed Deposits. There were no overdue deposits. There were, however, 9 unclaimed deposits amounting to Rs. 0.15 million.

Cost Audit

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed audit of cost records for certain products.

Based on the recommendations of the Audit Committee and subject to the approval of the Central Government, the Board of Directors had re-appointed M/s. J. K. Kabra & Co., Cost Accountants, [Firm Registration Number - 9] as Cost Auditors of the Company, for the financial year 2012- 13 under Section 233B of the Act to conduct the cost audit for the FY 2012-13.

The relevant compliance report and cost audit report for the FY 2011-12 were filed with the Central Government in the extensible Business Reporting Language (''XBRL'') format on December 27, 2012 & January 7, 2013 respectively, against the due date of February 28, 2013.

Secretarial Audit

As a voluntary initiative for good corporate governance, M/s. Sanjay Grover & Associates, Company Secretaries, were appointed to conduct the Secretarial Audit of compliances and records of the Company for the financial year ended March 31, 2013. They have submitted their Report confirming compliance of applicable corporate laws. A copy of the Secretarial Audit Report is attached as Annexure H.

Directors

During the year, Mr. Suresh Kumar was appointed as an Independent Director of the Company with effect from July 23, 2012.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Shyam S. Bhartia and Mr. Shardul S. Shroff retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

The Board has fixed a tenure of 9 years for Independent Directors. Accordingly, Mr. H. K. Khan, Dr. Naresh Trehan and Mr. Surendra Singh, who had completed 9 years'' tenure, ceased to be Directors with effect from April 4, April 12 & April 15, 2013 respectively. The Board records its appreciation for their excellent contribution during their tenure.

Directors'' Responsibility Statement

The Directors of your Company, based on the representation received from the management, confirm:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- that 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 on March 31, 2013 and of the loss of the Company for the year ended March 31, 2013;

- 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;

- that the Directors have prepared the annual accounts on a going concern basis; and

- that proper systems are in place to ensure compliance of all laws applicable to the Company.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, required to be made pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure B and forms part of this Report.

Employees

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure C and form part of this Report.

Corporate Governance

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance (Annexure D) alongwith a certificate from the Auditors of the Company (Annexure E) confirming compliance of the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, has been given separately.

A Certificate from the Chairman & Managing Director (Annexure F) confirming that all the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2013 is attached to the Corporate Governance Report and forms part of this Report.

A Certificate from CEO/CFO (Annexure G) confirming the correctness of the financial statements, adequacy of the internal control measures etc. is also enclosed and forms part of this Report.

Management Discussion & Analysis Report

The Management Discussion & Analysis Report on the operations of the Company, as required under the Listing Agreement with the Stock Exchanges, has been given separately and forms part of the Annual Report.

Risk Management

Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company''s ability to attain its objectives. Risk management and internal control systems play a key role in directing and guiding the Company''s various activities by continually preventing and managing risks. The Board, Audit Committee and Senior Management team collectively sets the overall tone and risk culture of the Company by identifying the risks impacting the Company''s business and documenting their process of risk identification, risk minimisation, risk optimisation as a part of risk management policy through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines.

There exists a critical risk management framework across the Company and the same is overseen once every six months by the Board. Some of the critical risks identified in various businesses of the Company are:

- Trade barriers in major markets

- Product portfolio

- Competition

- Market dynamics and changing trends

- Product portfolio

- Production capacity

- Disaster/ business interruption

- Input cost/ availability

- Foreign exchange fluctuation

The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of the Company''s journey of continued competitive sustainability in attaining the desired business objectives.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

Certifications

Your Company follows several externally developed initiatives in the economic, environmental and social areas. Manufacturing Plants of the Company at Gajraula, Nira, Savli, Nanjangud, Ambernath and Bharuch are ISO 9001:2008 certified for Quality Management System. Plants at Gajraula, Nira, Savli, Nanjangud, and Bharuch are also ISO 14001:2004 certified for Environmental Management System and OHSAS 18001:2007 for Occupational Health and Safety at work place. Plants at Gajraula, Nira, Savli and Bharuch are certified for IMS (Integrated Management System).

Plants at Bharuch and Savli are certified for FAMI-QS Code Version 5 in Feed Safety Management System. Additionally, Bharuch Plant is certified for ISO 22000 and HACCP (Hazard Analysis and Critical Control Points) for Food Safety Management System and also awarded certification for KOSHER, HALAL Malaysia and HALAL Indonesia.

Gajraula Quality Control Laboratory has also been certified for chemical testing by NABL (National Accreditation Board for Testing and Calibration Laboratories) in accordance with the ISO/IEC 17025:2005. In addition to this, Gajraula Carbon Dioxide manufacturing facility has been certified for FSSC 22000:2010 (Food Safety System Certification) for production and despatch of Carbon Di-Oxide for Beverages of food grade Carbon Dioxide. Ethyl Acetate & Acetic Anyhydride manufacturing facility has been approved for KOSHER certification. 2 Acetyl Pyridine, 3 Hydroxyl Methyl Pyridine and Pyridine have been approved for KOSHER certification.

Ethyl Acetate and Acetic Anhydride manufacturing facility at Nira Plant has been approved for KOSHER and HALAL certification. Dosage Forms facility at Roorkee follows Good Manufacturing Practices (GMP) as per World Health Organisation (WHO) specifications in manufacturing and testing of pharmaceutical products and hence has been granted WHO GMP certificate by the Drug Licensing and Controlling Authority, Uttarakhand. The facility is also approved by UK-MHRA (UK- Medicines and Healthcare Products Regulatory Agency) to export drugs to European Market and USFDA (United States Food & Drug Administration) to export drugs to US market. The other approvals for the Plant are FDA (Jordan), ANVISA (Brazil), PMDA (Japan), MCC (Medicines Control Council, South Africa), Health Canada, Therapeutic Goods Administration (TGA) (Australia) and several Ministries of Health like Kenya, Zimbabwe, Botswana and Belarus.

Nanjangud plant has got USFDA approval for exporting certain products to US market, ANSM (Agence nationale de securite du medicament et des produits de sante -the French Health Products Safety Agency) approval, GMP approval for certain products, PMDA approval (Pharmaceuticals and Medical Devices Agency, Japan) for exporting Risperidone and HCl to the Japanese market, KFDA (Korea Food and Drug Administration) approval for exporting Valsartan and Losartan to Korean market, COFEPRIS approval (Federal Commission for Protection against Health Risks) for exporting Pinaverium Bromide to Mexican market, ANVISA, Brazil approval for exporting Carbamazepine to Brazil market and TGA, Australia approval for exporting certain products to Australia.

Plants producing Olanzapine and Losartan were audited and certified by the United States Pharmacopeia for the use of USP logo.

Human Resources

We believe in an open, fair and transparent culture and stand by our promise of Caring, Sharing, Growing and make efforts to make Jubilant one of the best places to work for. In this direction, we have been conducting regular employee engagement surveys to gauge organisation''s health. This allows us to get an insight into the voice of employees and thereby implementing the necessary interventions. There is a strong organisational focus on employee growth and development in order to prepare them for a dynamic and competitive business environment.

We strive toward technology driven HR systems and processes and have implemented world renowned PeopleSoft based human resource Information system known as ''HRIS''. Its key features include employee personal and job database, employee self-service features like reimbursements, pay slips, leaves, income tax declarations & computations, online LTA claim and exit process etc. We are in the process of implementing the PeopleSoft Core modules globally so as to have a common HR business process. The modules include position management, performance management system, online recruiting solutions, compensation management, employee profile, training administration, career and succession planning.

We have signed a policy on CII Code of Conduct on Affirmative Action that reconfirms our commitment that equal opportunity in employment for all sections of society is a component of our growth and competitiveness.

As of March 31, 2013, 658 of our employees at our manufacturing plants at Savli, Nira, Gajraula and Nanjangud, were members of unions or had collective bargaining capability. During the year, we enjoyed cordial relations with our employees and there have been no instances of major strikes, lockouts or other disruptive labour disputes.

A detailed note on HR Management is given in the "Management Discussion & Analysis".

Investor Services

Your Company values its investors immensely. With a view to keeping its investors well informed of its activities, your Company has taken following initiatives:

- E-mailing to the shareholders quarterly results, press releases and other similar communications soon after they are sent to the stock exchanges; e-mailing Annual Reports and Corporate Sustainability Report;

- User friendly Investor Section on the website of the Company at http://www.jubl.com/investor-relation- landing.html;

- A dedicated e-mail ID viz. investors@jubl.com for interacting on various matters with respect to share transfer, transmission, dividends and other related issues with the Company Secretary / Compliance Officer;

- Mailing feedback forms to investors on annual basis so as to obtain valuable feedback and suggestions for improvement. The Company has also placed an online Investor Feedback Form on its website www.jubl.com under the head "Investors" to facilitate electronic submission of the Form;

- Earnings calls are conducted and the transcripts are uploaded on the website. The Earnings call is typically accompanied by Results Presentation and Release that is also uploaded on the website www.jubl.com; and

- The Company also meets institutional investors and analysts throughout the year and participates in various Investor Conferences.

Awards and Accolades

During the year, various awards and accolades were received by the Company/its management. These are:

- ''FICCI Quality System Excellence Award 2012'' silver prize under large scale category won by Gajraula Plant, India;

- ''AIMA Managing India Awards 2013: Entrepreneurs of the Year'' award won by Mr. Shyam S. Bhartia and Mr. Hari S. Bhartia, presented by the President of India, Mr. Pranab Mukherjee;

- NDTV Profit ''Business Leadership Award 2012 under Corporate Social Responsibility category'' won by the Company presented by Dr. Montek Singh Ahluwalia, Deputy Chairman, Planning Commission, Government of India;

- ''7 Star Category Certificate'' from Directorate of Industries, U.P, (valid for two years), won by Gajraula Plant, India;

- ''ICC Award for Water Resource Management in Chemical Industry'' for the year 2011 won by Gajraula Plant, India;

- ''The Economic Times - Frost & Sullivan India Manufacturing Excellence Gold Award - Process Sector'' for 2012 won by Gajraula Plant, India - second time in a row;

- CII ''National Award for Excellence in Water Management 2012'' as Water Efficient Unit won by Gajraula Plant, India;

- ''National Quality Excellence Award'' for best in Class manufacturing presented by Stars of the Industry Group, won by Gajraula Plant, India;

- ''Golden Peacock Environment Management Award 2012'' won by Gajraula Plant, India; and

- ''Golden Peacock Award for Sustainability 2012'' won by Gajraula Plant, India.

Green Initiatives

With the aim of going green and minimising our impact on the environment, the Company continued with its green initiatives in its operations which include:

- Conducting Paperless Board /Committee Meetings;

- Publishing and circulating Corporate Sustainability Report in CD form; and

- E-mailing Annual Reports to the shareholders who have opted for the electronic version.

Corporate Social Responsibility

Corporate Social Responsibility at Jubilant is the commitment of business towards Inclusive Growth. Jubilant believes that long-term sustainability can be achieved by good performance in the social, environmental and financial areas. During the year 2012-13, Jubilant continued its corporate social responsibility initiatives in various fields.

Your Company remains focused on its policy of sustainable development by ensuring Equal Opportunities for All, Climate Change Mitigation, Environment, Health and Safety and Green Supply Management. Corporate Sustainability Report on the various social initiatives undertaken by the Company is duly audited by Ernst & Young, and conforms to the Global Reporting Initiative G3.1 Reporting Guidelines launched on March 23, 2011 by Global Reporting Initiative. As a part of our Sustainability Policy with the aim of mitigating impact on environment, like last year, this year too we are sending Corporate Sustainability Report in CD form alongwith the Annual Report to shareholders. The same is also available on your Company''s website at www.jubl.com/sustainability-report.html.

Corporate Social Responsibility initiatives of your Company are conceptualised and implemented through Jubilant Bhartia Foundation (JBF), the social wing of Jubilant Bhartia Group established in 2007, as a not for profit organisation. JBF works on 4P model (Public- Private-People-Partnership) for empowering communities and believes that for sustainable social intervention, the people themselves would have to be the drivers of these projects.

Based on the 4P approach, following three major areas have been selected for social initiatives by Jubilant:

- Supporting Government Rural Primary Education System;

- Strengthening Basic Healthcare Facilities; and

- Improving Employability of Local Youths through Vocational Training Programmes.

A summary of the activities of JBF is provided on its website www.jubilantbhartiafoundation.com. Sustainability initiatives are set out in greater detail in the Corporate Sustainability Report.

Material Changes and Commitments affecting the financial position of the Company after March 31, 2013

The Company is proposing to explore options and opportunities to raise debt, including by way of issue of foreign currency bonds and/or non-convertible debentures, or by any one or more or a combination of the above or otherwise, to be denominated in Indian rupees or foreign currency, as the case may be, to various eligible investors in or outside India, whether by way of public offering or by way of a private placement, in the best interests of the Company and all its stakeholders, upto an amount not exceeding US $ 250 million for the purpose of pre-payment of the existing debt and other general corporate purposes without increasing the overall net debt levels of the Company. For this purpose, a committee of the Board of Directors namely ''Issue Committee'' has been constituted.

Acknowledgments

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Private Equity Investors, Financial Institutions, Banks/other lenders, Customers, Vendors and other business associates for their confidence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of your Company''s employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

For and on behalf of the Board

Place : Noida Shyam S. Bhartia

Date : May 7, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Thirty Fourth Annual Report and Audited Accounts for the year ended March 31, 2012.

Financial Results

(Rs. in million)

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

Income from Operations 26,176 21,904

Other Operating Income 234 181

Total Income from 26,410 22,085 Operations

Total Expenditure 22,294 17,625

Operating Profit 4,116 4,460

Other Income 89 51

EBITDA (including Other 4,205 4,511 Income)

Depreciation 1,320 999

Finance Costs 1,544 467

Profit after Interest but 1,341 3,045 before Exceptional Items

Exceptional Item - Gain/ (1,800) (46) (Loss)

Tax Expenses 350 203

Reported Net Profit / (809) 2,796 (Loss) after Tax

Profit brought forward from 9,228 8,819 previous year

Adjustment on - 1,017 implementation of Scheme of Amalgamation and Demerger

PROFIT AVAILABLE FOR 8,419 10,598 APPROPRIATION

Which the Directors have appropriated as follows:

- Proposed Dividend on 478 318 Equity shares

- Tax on Dividend on 77 52 Equity Shares

- Transfer to General - 1,000 Reserve

Balance to be carried 7,864 9,228 forward

Standalone Financials Income from Operations

In FY2012, the Company recorded income from operations of Rs. 26,410 million, which grew by 20% over last year.

International Revenues

International business contributed 53% to the net revenue from operations at Rs. 13,982 million.

EBITDA

For the year ended March 31, 2012, EBITDA stood at Rs. 4205 million with EBITDA margins at 16%.

Reported Profit/(Loss) After Tax and EPS

Reported Loss After Tax was Rs. 809 million in FY2012. Basic EPS stood at Rs. (5.08). However, Normalised Profit After Tax stood at Rs. 991 million after adjusting for exceptional items of Rs. 1800 million, mainly on account of unrealised exchange losses. Normalised EPS stood at Rs. 6.22 for the FY2012.

Consolidated Financials Income from Operations

In FY2012, income from operations was Rs. 43,031 million, which grew by 25% over last year.

International Revenues

International business contributed 71% to the Revenue at Rs. 30,360 million. Sales from regulated markets at Rs. 24,853 million were 58% compared to 52% in previous year.

Pharmaceutical Business

This comprises revenue lines of APIs, Generics, Speciality Pharma, CMO, DDDS and Healthcare. In FY2012, Income from operations of this business was Rs. 21,753 million contributing 51% to the total revenue and recorded a growth of 41%. EBITDA stood at Rs. 5801 million, up from Rs. 1674 million in previous year, reporting growth of 247%. EBITDA margins stood at 26.7% in FY2012.

Life Sciences Ingredients Business

This business comprises Proprietary Products and Exclusive Synthesis, Nutrition Ingredients and Life Science Chemicals. In FY2012, Income from operations at Rs. 21,029 million recorded an increase of 11% over last year same period. EBITDA stood at Rs. 3542 million with 16.8% margins for the year compared to Rs. 4680 million and 24.6% margins in previous year. The margin reduction is mainly on account of competitive pricing to enhance market share and higher input material costs. The situation is expected to be corrected during FY2013 due to cost rationalization and operating leverage.

EBITDA

For the year ended March 31, 2012, EBITDA stood at Rs. 8930 million with EBITDA margins at 20.9%.

Reported and Normalised Profit After Tax and EPS

Reported Profit After Tax was Rs. 146 million in FY2012. Basic EPS stood at Rs. 0.91. However, Normalised Profit After Tax stood at Rs. 3632 million after adjusting for exceptional items of Rs. 3487 million, mainly on account of impairment of goodwill in US clinical research business and unrealised exchange losses. Normalised EPS stood at Rs. 22.80 for the FY2012.

Dividend

Your Directors recommend a dividend of 300% i.e. Rs. 3 per fully paid up equity share of Rs. 1 for the year ended March 31, 2012.

This will absorb Rs. 555 million (inclusive of tax) based on existing capital. The payment of dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting (AGM) of the Company.

Capital Structure

(A) Foreign Currency Convertible Bonds (FCCBs)

During the year, the outstanding balance of FCCBs amounting to USD 142.10 million was redeemed. There are no further FCCBs outstanding.

(B) Employees Stock Options (ESOPs)

During the year, no Stock Options were granted under Jubilant Employees Stock Option Plan 2005.

As on March 31, 2012, 1,64,562 Stock Options were outstanding. Each Option entitles the holder to acquire five equity shares of Rs.1 each at the exercise price fixed at the time of grant being market value as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines). A maximum of 8,22,810 shares will be allotted by the Company / transferred from Jubilant Employees Welfare Trust upon exercise of these Options.

Further, during the year, your Company instituted JLL Employees Stock Option Plan, 2011, in terms of approval of shareholders accorded at the AGM held on August 23, 2011 and in accordance with SEBI Guidelines. Under this Plan, 8,91,383 Stock Options were granted during the year and as on March 31, 2012, 8,60,580 Stock Options were outstanding. Each Option entitles the holder to acquire one equity share of Rs. 1 at the exercise price fixed at the time of grant being market value as per the SEBI Guidelines.

No dilution of capital is expected due to ESOPs as it is envisaged to transfer the shares held by Jubilant Employees Welfare Trust to employees on exercise.

The disclosures required under Regulation 12 of the SEBI Guidelines are given in Annexure A and form part of this Report.

(C) Paid-up Capital

The Paid-up Capital as at March 31, 2012 stands at Rs. 159,281,139 comprising of 159,281,139 equity shares of Rs. 1 each, same as in previous year.

Subsidiaries

Brief particulars of principal subsidiaries are given below: Jubilant HollisterStier LLC

This subsidiary is based in Spokane, State of Washington, USA. It is a wholly owned subsidiary of HSL Holdings Inc. It is a recognized contract manufacturer of sterile injectables (vials and ampoules), lyophilized products, liquid fills, Biologics, Suspensions, WFI/Diluents and provides a complete range of services to support the pharmaceutical and biopharmaceutical industries. Additionally, it is a manufacturer of allergenic extracts, targeted primarily at treating allergies and asthma.

Its contract manufacturing capabilities include aseptic liquid fill / finishing and lyophilization in three distinct cGMP areas designated as Small Volume Parenteral (SVP), Small Lot Manufacturing (SLM) and Clinical Trial Manufacturing (CTM). Its capabilities can be applied to a variety of projects from pre- clinical through commercial scale across a multitude of dosage forms including microspheres, suspensions, WFI/diluents, biologics (proteins), lyophilized products and liposomes. Jubilant HollisterStier maintains an outstanding regulatory record with the FDA (CBER and CDER), EMA and Japan's and Brazil's regulatory agencies. Its contract manufacturing business serves customers including innovators ranging from small biotechnology to large pharmaceutical companies.

Jubilant DraxImage Inc. - This company is a wholly owned subsidiary of your Company through Jubilant Pharma Pte. Limited. It deals in radiopharmaceuticals which is a niche, high entry barrier business. DraxImage develops, manufactures and markets innovative diagnostic imaging radiopharmaceuticals solutions and therapeutic radiopharmaceutical products for the global market. The application of these products extends to cardiology, thyroid uptake and scan, lung scan, kidney imaging, bone scan etc.

This company is the major supplier of lyophilised radiopharmaceutical kits for use with Technetium - 99m including DRAXIMAGE MAA, MDP, DTPA, Glucoheptonte and Sestamibi. Its I-131 products are the market leaders in the US with more than 70% market share. These 131 products are currently the major revenue drivers. Radiopharmaceuticals are used for both therapeutic and diagnostic molecular imaging applications to customers comprising hospitals, imaging centres and cardiology / oncology clinics.

DraxImage also markets non-radioactive products, which are solid in lyophilized form.

This company operates a US FDA and Health Canada approved manufacturing facility at Montreal in Canada. It is recognised globally for its quality and execution capabilities, strong regulatory track record and has an established customer base comprising large innovator and specialty pharmaceutical companies.

Jubilant Biosys Limited - This company is a subsidiary of your Company through Jubilant Biosys (Singapore) Pte. Limited, wholly owned subsidiary of your Company, which holds 66.98% of the equity of this company.

This company provides Drug Discovery Services to global Pharmaceutical and Biotech companies in:

- Stand alone Service Model

- Functional services in area of Discovery Informatics, Structural Biology and In Vivo & Invitro Biology on FTE or Fee based model.

- Collaborative / Partnership Model

- Integrated discovery program across a single or a portfolio of molecules

- Risk / Reward sharing option

- Research Funding

- Payments for scientific milestones including bonus achieved through Discovery and Development phase

- Royalties on successful commercialization of drug.

During 2011-12, this company has:

- consolidated its position in the Drug Discovery Services by providing services in integrated drug discovery programmes, functional service in structural biology, High thru put screening, Insilco modeling and In Vivo Biology and Invitro Biology;

- signed integrated programs deal with another major Pharma Janssen Pharmaceutical NV and Biotech companies Mnemosyne Pharmaceutical Inc and Norgine BV, Netherlands;

- successfully delivered a number of scientific milestones including a drug candidate in the Oncology Therapeutic Area.

Jubilant Discovery Services Inc. - This Delaware based USA corporation, is a wholly owned subsidiary of Jubilant Biosys Limited. Until June 2011 this company was primarily providing sales, marketing and liaising services to Jubilant Biosys Limited for its US based customers. During the year, this company has entered into research collaboration agreement with Jansen Pharmaceutical NV, and is also supporting electrophysiology services to Mnemosyne.

Jubilant Discovery Services Inc. has completed an important step in the realization of a long term strategy to extend capabilities in prosecuting ion channel targets and expanding the capabilities in other targets including GPCRS and Kinases. As part of company's strategy to extend its capabilities, company started the 'state of the art Discovery Center' in North America for ion Channel targets. This center is enabled with comprehensive discovery biology capabilities with a focus in Voltage gated and ligand gated ion channels, GPCRs and Kinases.

Jubilant Chemsys Limited - This company is a subsidiary of your Company through Jubilant Drug Development Pte. Limited, wholly owned subsidiary of your Company, which holds entire equity of this company. This company offers following services to drug discovery companies based out of US, Europe and Japan on Full Time Equivalent and molecule basis:

- Discovery Chemistry Functions

- Hit to Lead and Lead Optimization

- Medicinal Chemistry Services

- Scaling up from mg to kg in kilo lab and pilot plant

It also works closely with Jubilant Biosys Limited in collaborative drug discovery research services arena.

Jubilant Clinsys Limited - This company is a subsidiary of your Company through Jubilant Drug Development Pte. Limited, wholly owned subsidiary of your Company, which holds entire equity of this company. This company offers following services to pharmaceutical, biotechnology and medical device companies:

- Bio-analytical, Bio equivalence & Pharmacokinetics studies with 80 bed facility at Noida

- Clinical Trials from Phase I-IV

- Clinical Data Management studies

During 2011-12, this company has been able to sign major Clinical Trial (CT) contracts with Otsuka Pharma Development and Commercialization Inc., US, as part of its endeavor to enhance CT business.

Jubilant Clinsys Inc. - This New Jersey based USA corporation, is a wholly owned subsidiary of Jubilant Life Sciences Holdings Inc. and is a therapeutically focused full service clinical research organization.

This company has expertise in a wide range of highly specialized therapeutic areas including oncology, cardiovascular, central nervous system, respiratory, dermatology and allergy/ immunology. It offers broad range of clinical research services to pharmaceutical, biotechnology and medical device companies in support of Phase II-IV drug and device development including project management, clinical monitoring, scientific and medical support, patient and investigator recruitment, site management, biostatistics, data management, drug safety, quality assurance, regulatory affairs and medical writing. This company has operations in Bedminster, New Jersey, Raleigh, North Carolina, Ottawa, Ontario and Dusseldorf.

Jubilant Infrastructure Limited - This wholly owned subsidiary of your Company had entered into a Memorandum of Understanding (MOU) with the Government of Gujarat during the 'Vibrant Gujarat' conference in 2007 for development of sector specific Special Economic Zone (SEZ) for Chemicals in Gujarat. About 107 hectares land was taken on lease from GIDC in Bharuch District, Gujarat.

During the year, this SEZ became operational and your Company commenced commercial production of Unit-1. The finished products from this facility would be fully backward integrated and based on in-house developed innovative technologies, making it a hub for world class quality offering value to all stakeholders.

The global scale plants of Vitamin B3 and 3-Cyanopyridine, at SEZ make your Company the largest producer of Vitamin B3 in India and second largest globally.

Your Company is also setting up Unit-2, a manufacturing plant for Symtet, a crop science ingredient for one of the world's largest and safest low cost insecticide through an environment friendly process. This will make your Company the world's largest producer of the crop science ingredient for the insecticide through green route.

Jubilant First Trust Healthcare Limited - This company is in the business of healthcare and is involved in setting up an integrated hub-and-spoke network. The company owns two hospitals in West Bengal and a modern dialysis unit. Consequent upon acquisition of entire shareholding of First Trust Medicare Private Limited by your Company, this Company has become wholly owned subsidiary of your Company, 95.8% of its capital being held directly by your Company and 4.2% through First Trust Medicare Private Limited.

Asia Healthcare Development Limited - This company is a subsidiary of your Company through Jubilant First Trust Healthcare Limited, which holds 100% of its capital. This company runs a hospital in Behrampur, on a Public-Private- Partnership with Government of West Bengal.

Cadista Holdings Inc. and Jubilant Cadista Pharmaceuticals Inc.

i) Cadista Holdings Inc., a Delaware based subsidiary of your Company, got registered with the Securities and Exchange Commission (SEC) during the year. The registration was obtained pursuant to mandatory requirements under the Securities and Exchange Act of 1934 according to which, where the total number of shareholders exceeds 500, a company has to get registered with SEC. However, such registration did not constitute an offering of securities by this company and no fresh money was raised pursuant to such registration. Your Company, through its subsidiary, Generic Pharmaceuticals Holdings Inc., holds 82.38% of common stock of this company.

ii) Jubilant Cadista Pharmaceuticals Inc., a corporation incorporated in Delaware, is a wholly owned subsidiary of Cadista Holdings Inc. This company is in the business of manufacturing solid dosage forms of generic pharmaceuticals, and has a US FDA approved manufacturing facility in the USA. Its customer base includes all large wholesalers, retail and grocery chains. Besides manufacturing its own label products, it also provides Product development and Contract manufacturing services. Over 10 products are commercialized in the US and Europe with focus in the therapeutic areas of CVS, CNS, Anti Allergic, Steroids etc. The company is the US market leader in 2 products and ranked among top 3 in 4 products and has a strong pipeline of product filings for future growth.

Jubilant Life Sciences (USA) Inc. - This Delaware based USA corporation, is a wholly owned subsidiary of your Company. It undertakes sales and distribution of advance intermediates, nutrition ingredients, fine chemicals and APIs in the USA.

Jubilant Life Sciences (Shanghai) Limited - This wholly owned subsidiary of your Company is held through Jubilant Pharma Pte. Limited It undertakes sales and distribution of products in China. It is into trading of advance intermediates - Pyridine & its derivatives, vitamins, fine chemicals and crop protection chemicals. It is catering to pharmaceutical, animal feed and agrochemical industries in China. This subsidiary is also a sourcing hub of raw materials for your Company.

Jubilant Pharmaceuticals NV - This is a wholly owned subsidiary of your Company through Jubilant Pharma NV, Belgium, which holds 99.8% of its shares and Jubilant Pharma Pte. Limited, Singapore which holds the balance shares, both of which are wholly owned subsidiaries of your Company. This company is engaged in the business of licensing of generic dosage forms and offers regulatory affairs services to generic pharmaceutical companies for the diverse European market. During the year, this company has started its operations of distribution of life science chemicals to European customers.

PSI Supply NV - This is a wholly owned subsidiary of your Company. 99.5% shares of this company are held by Jubilant Pharma NV and balance by Jubilant Pharma Pte. Limited. This company is engaged in the supply of generic dosage forms to European markets.

Jubilant DraxImage Limited -This is a wholly owned subsidiary of your Company through Draximage Limited, Cyprus. This company is engaged in marketing of innovative diagnostic imaging radiopharmaceutical solution and therapeutic products. It is providing wide range of radioisotopes which include Tc- 99m Generator, Thallium-201 and Iodine-131 capsules, and solution for the diagnosis and treatment of Thyroid and its related disease. It has also launched the Lyophilized kits MDP, MAA and Sestamibi and would soon be launching DTPA.

Vanthys Pharmaceutical Development Private Limited-

This Joint Venture between Eli Lilly and your Company was terminated during the year. Consequently, this company became subsidiary of your Company through Jubilant Innovation Pte. Limited.

Other subsidiaries as at the year end are as follows:

First Trust Medicare Private Limited*

Jubilant Innovation (India) Limited

Jubilant Innovation Pte. Limited

Jubilant Biosys (Singapore) Pte. Limited

Jubilant Drug Development Pte. Limited

Jubilant Pharma Pte. Limited

Jubilant Life Sciences International Pte. Limited

Jubilant Innovation (BVI) Limited

Jubilant Life Sciences (BVI) Limited

Jubilant Biosys (BVI) Limited

Jubilant Innovation (USA) Inc.

Generic Pharmaceuticals Holdings, Inc.

Jubilant Life Sciences Holdings Inc.

HSL Holdings Inc.

Draximage LLC.

Jubilant DraxImage (USA) Inc.

Deprenyl Inc., USA

Draxis Pharma LLC

Jubilant HollisterStier Inc. ((formerly Draxis Pharma Inc.)

Draximage Limited, Cyprus

Draximage Limited, Ireland

Jubilant Pharma NV

6963196 Canada Inc.

6981364 Canada Inc.

Jubilant Drug Discovery & Development Services Inc.*

DAHI Animal Health (UK) Limited

Draximage (UK) Limited

Jubilant Life Sciences (Switzerland) AG

* became subsidiary during the year

Partnerships

Jubilant HollisterStier General Partnership (formerly known as Draxis Pharma General Partnership)

It is a Canada based partnership among two subsidiaries of your Company - Jubilant HollisterStier Inc. (formerly Draxis Pharma Inc.) and Draxis Pharma LLC. This partnership is a recognized contract manufacturer of Non-Sterile products in semi-solid and solid dosage forms. Semi -solid dosage forms offerings are Dermatological creams, Antibiotic Ointments, Syrups, Suspensions and gels. Solid dosage forms offerings are Capsules, Tablets and Powder blends.

Draximage General Partnership - It is a Canada based partnership among two subsidiaries of your Company - Jubilant DraxImage Inc. and 6981364 Canada Inc.

Consolidated Financial Statements

The Consolidated Financial Statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with AS- 21 as specified in Companies (Accounting Standards) Rules, 2006 form part of the Annual Report.

Particulars required as per Section 212 of the Companies Act, 1956

In terms of the general exemption granted by the Government of India vide its general circular no. 2/2011 dated February 08, 2011, from attaching the Directors' Reports, Balance Sheets, Profit & Loss Accounts and other particulars of the subsidiaries, the same have not been attached to this Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information upon request by any member of the Company or its subsidiary companies. The Annual Accounts of the subsidiary companies will also be kept open for inspection by any member at the registered office of the Company and the subsidiary companies during business hours.

Fixed Deposits

No fresh deposits have been accepted by your Company during the year from the public. As on March 31, 2012, your Company had no outstanding Fixed Deposits. There were no overdue deposits. There were, however, 17 unclaimed deposits amounting to Rs. 0.24 million.

Auditors

M/s. K. N. Gutgutia & Co., Chartered Accountants, [ICAI Registration Number - 304153E] Auditors of the Company, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. They have confirmed that their re-appointment, if made, shall be within the limits laid down in Section 224 (1B) of the Companies Act, 1956.

Cost Auditors

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed audit of cost records for certain products.

Based on the recommendations of the Audit Committee, and with the approval of the Central Government, the Board of Directors had appointed M/s. J. K. Kabra & Co., Cost Accountants, [Firm Registration Number - 9] as Cost Auditors of the Company, for the financial year 2011-12.

The relevant cost audit reports for the financial year 2010-11 for Industrial Alcohol and Bulk Drugs & Formulations were filed on September 20, 2011, against the due date of September 27, 2011.

Directors

Dr. Jag Mohan Khanna, Executive Director, retired from the services of the Company w.e.f. July 5, 2011. Unfortunately, the very next day, he suffered a stroke and despite best treatment, breathed his last on September 1, 2011. The Board places on record its deep sense of appreciation for Dr. Khanna's valuable contribution towards the growth of the Company during his tenure as a Board member.

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Inder Mohan Verma, Mr. Abhay Havaldar and Mr. H.K. Khan retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors in their meeting held on February 6, 2012 have re-appointed Mr. Shyam S. Bhartia as Chairman and Managing Director, and Mr. Hari S. Bhartia as Co-Chairman and Managing Director, for a further period of 5 years effective April 1, 2012. These re-appointments are subject to shareholders' approval.

Directors' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company, based on the representation received from the management, confirm:

- that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- that the Directors had 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 on March 31, 2012 and of the profit or loss of the Company for the year ended March 31, 2012;

- that the Directors had 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;

- that the Directors had prepared the annual accounts on a going concern basis.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, required to be made pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure B and forms part of this Report.

Employees

The particulars of employees, as required under Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure C and form part of this Report.

Corporate Governance

As a responsible corporate citizen, your Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance (Annexure D) and a certificate from the Auditors of the Company (Annexure

E) confirming compliance of the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, have been given separately and form part of this Report.

A Certificate from the Chairman & Managing Director (Annexure

F) confirming that all the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2012 is attached to the Corporate Governance Report and forms part of this Report.

A Certificate from CEO/CFO (Annexure G) inter alia certifying the accuracy of financial statements and the adequacy of the internal controls for financial reporting purposes, as stipulated in Clause 49(V) of the Listing Agreement with the Stock Exchanges, is also attached and forms part of this report.

Secretarial Audit Report

As a measure of good corporate governance practice, the Company had appointed M/s. Sanjay Grover & Associates, Company Secretaries, to conduct Secretarial Audit of compliances and records of the Company for the financial year ended March 31, 2012. They have submitted their Report confirming the compliance of the applicable corporate laws. A copy of the Report is attached as Annexure H.

Management Discussion & Analysis Report

The Management Discussion & Analysis Report on the operations of the Company, as required under the Listing Agreement with the Stock Exchanges has been given separately and forms part of this Report.

Risk Management

Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company's ability to attain its objectives. Risk management and internal control systems play a key role in directing and guiding the Company's various activities by continually preventing and managing risks. The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines. The Company has laid down procedures to inform Board members about the risk assessment and risk minimization procedures. The Company promotes strong ethical values and high levels of integrity in all our activities, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds a key to the success of the Company's journey of continued competitive sustainability in attaining its desired business objectives.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

Certifications

Your Company follows several externally developed initiatives in the economic, environmental and social areas. Facilities of the Company at Gajraula, Nira, Savli, Nanjangud and Ambernath are ISO 9001:2008 certified for Quality Management System. These manufacturing facilities are also ISO 14001:2004 certified for Environmental Management System. For Occupational Health and Safety at work place, these manufacturing facilities are also certified to OHSAS 18001:2007. The locations of Gajraula, Nira and Savli are certified for Integrated Management System (IMS). Facilities at Savli are certified for FAMI- QS Version - 5 Quality in Feed Safety Management System. Gajraula Quality Control Laboratory has also been certified for chemical testing by NABL (National Accreditation Board for Testing and Calibration Laboratories) in accordance with the ISO / IEC 17025:2005. In addition to this, Gajraula Carbon Dioxide manufacturing facility has been certified for FSSC 22000:2012-Food Safety System Certification for production of food grade Carbon Dioxide. Ethyl Acetate & Acetic Anyhydride manufacturing facility has been approved for KOSHER certification.

Dosage Forms facility at Roorkee follows Good Manufacturing Practices (GMP) as per World Health Organisation (WHO) specifications in manufacturing and testing of pharmaceutical products and hence, has been granted WHO GMP certificate by the Drug Licensing and Controlling Authority, Uttarakhand. The facility is also approved by UK-MHRA (UK- Medicines and Healthcare Products Regulatory Agency) to export drugs to European Market. The other approvals for the facility are Jordan FDA, US FDA, Anvisa (Brazil), Japan PMDA and Kenyan Health Authorities.

Nanjangud plant has got US FDA (United States Food & Drug Administration) approval for exporting certain products to the US market. AFSSAPS (Agence Francaise de Securite Sanitaire des Produits de Sante -The French Health Products Safety Agency), GMP approval for certain products, PMDA approval (Pharmaceuticals and Medical Devices Agency, Japan) for exporting Risperidone HCl to the Japanese market, KFDA (Korea Food and Drug Administration) for exporting Valsartan and Losartan to Korean market, COFEPRIS approval for exporting Pinaverium Bromide to Mexican market, ANVISA, Brazil approval for exporting Carbamazepine to Brazil market and TGA, Australia approval for exporting certain products to Australia.

Plants producing Olanzapine and Losartan were audited and certified by the United States Pharmacopeia for the use of USP logo.

Human Resource Management

We believe in an open, fair and transparent culture and stand by our promise of Caring, Sharing, Growing and make efforts to make Jubilant one of the best places to work for. In this direction, we have been conducting the Gallup employee engagement survey to gauge the organization's health. This allows us to track the proportion of engaged to actively disengaged employees so that mid-course corrections or interventions can be implemented.

We strive towards technology driven HR systems and processes and have implemented world renowned PeopleSoft based human resource management system 'Synergy HRIS'. Its key features include employee personal and job database, self service features like reimbursements, pay slips, leaves, income tax declarations & computations, loans and exit process etc.

We have signed a policy on CII Code of Conduct on Affirmative Action that reconfirms our commitment that equal opportunity in employment for all sections of society is a component of our growth and competitiveness.

As on March 31, 2012, 658 of our employees at our manufacturing plants at Samlaya, Nira, Gajraula and Nanjangud, were members of unions or had collective bargaining capability. We enjoy cordial relations with our employees and there have been no instances of major strikes, lockouts or other disruptive labour disputes.

A detailed note on Human Resource Management is given in the "Management Discussion & Analysis".

Investor Services

Your Company values its investors immensely. With a view to keeping its investors well informed of its activities, your Company has taken following initiatives:

- E-mailing to the shareholders, quarterly results, press releases and other similar communications soon after they are sent to the stock exchanges;

- User friendly Investor Section on the website of the Company www.jubl.com.

- A dedicated e-mail ID viz. investors@jubl.com for sending communications to the Company Secretary / Compliance Officer. Members may lodge their complaints or suggestions on this e-mail ID as well.

- Mailing feedback forms to investors on annual basis so as to obtain valuable feedback and suggestions for improvement. The Company has also placed an online Investor Feedback Form on its website www.jubl.com under the Investor Section to facilitate electronic submission of the Form.

Awards and Accolades

During the year, various awards and accolades were received. These are:

Received by the Company

- 'Golden Peacock National Quality Award - 2011' in Pharmaceutical Sector under Large Enterprises category, presented during the 22nd World Congress on Total Quality, organized in association with ET Now to Gajraula Plant, India;

- 'Certificate of Appreciation - Safety Awards 2010' - from National Safety Council of India, for Gajraula Plant, India;

- 2nd Prize in 'National Energy Conservation Awards - 2011', in the chemicals sector, for Gajraula Plant, India;

- 'The Economic Times - Frost & Sullivan India Manufacturing Excellence Gold Award - Process Sector, Medium Business' for the Pyridine & Picoline Plant at Gajraula, India;

- 'Certificate of Appreciation - Safety Awards 2010' from National Safety Council of India for Gajraula Plant, India;

- 'Indian Chemical Council Award for Social Responsibility' for the year 2010;

- 'Information Week EDGE Award 2011' (Enterprise Driving Growth & Excellence - through IT) from UBM (United Business Media Group);

- 'DHL - CNBC TV 18 International Trade Awards' 2010-11, powered by ICRA;

- 'Level 4 rating by The Karmayog Corporate Social Responsibility (CSR) Study on CSR Ratings of India's Largest 500 companies: 2009-10';

- 'International Quality & Productivity Centre (IQPC) Award (2011)' for the Best Innovative Continuous Improvement Project - Process Re-engineering implemented in North American Subsidiaries.

Received by Executives

- Jubilant's Group CFO-Mr. R. Sankaraiah, chosen as the 'Best CFO in the Pharma and Healthcare Space' in 2011 in All Asia Executive Team Survey by Institutional Investor;

- Jubilant's CIO, India - Mr. Umesh Mehta, awarded CIO 100 by IDG India's CIO magazine for highest level of operational and strategic excellence in Information Technology.

Received by Subsidiary

- 'Frost & Sullivan Award- Indian Contract Research Organization' of the Year - 2011 to Jubilant Biosys Limited.

Green Initiatives

Your Company being committed to policy of sustainable development, has taken several green initiatives in its operations which include:

- Conducting Paperless Board Meetings;

- Publishing and circulating Corporate Sustainability Report on CD;

- E-mailing annual reports to shareholders who have opted for the electronic version.

Corporate Sustainability Report

Corporate Social Responsibility at Jubilant is the commitment of business towards Inclusive Growth. Your Company remains focused on its policy of sustainable development by ensuring equal opportunities for all, Climate Change Mitigation, Environment, Health and Safety and Green Supply Management. Corporate Sustainability Report on the various social initiatives undertaken by the Company is duly audited by Ernst & Young, and conforms to the Global Reporting Initiative G3.1 Reporting Guidelines launched on March 23, 2011 by Global Reporting Initiative. As a part of our Sustainability Policy with the aim of mitigating impact on environment, like last year, this year too we are sending Corporate Sustainability Report in CD alongwith the Annual Report to our shareholders. The same is also available on your Company's website www.jubl.com.

Corporate Social Responsibility initiatives of your Company are conceptualized and implemented through Jubilant Bhartia Foundation (JBF), the social wing of Jubilant Bhartia Group established in 2007, as a not for profit organisation. JBF initiatives focus on primary education, basic healthcare and skill development for employability and self-sustenance. A summary of the activities of JBF is provided on its website www.jubilantbhartiafoundation.com.

Acknowledgments

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Private Equity Investors, Financial Institutions, Banks/other lenders, Customers, Vendors and other business associates for their confidence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of your Company's employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

Noida Shyam S. Bhartia

May 7, 2012 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report and Audited Accounts for the year ended March 31, 2011.

Financial Results

Year ended Year ended March 31, 2011 March 31, 2010 [Rs./Million] [Rs./Million]

Sales and Other Income 22,883 25,537

Net Sales 22,009 24,561

EBITDA 4,507 6,469

Interest 463 997

PBDT 4,044 5,472

Depreciation 999 651

Exceptional items 46 228

PBT 2,999 4,593

Provision for Taxation 203 962

PAT 2,796 3,631

Profit brought forward 8,819 7,558 from previous year

Adjustment on 1,017 - implementation of Scheme of Amalgamation & Demerger

PROFIT AVAILABLE 10,598 11,189 FOR APPROPRIATION Which the Directors have appropriated as follows:

– Proposed Dividend 318 317 on Equity shares

– Tax on Dividend on 52 53 Equity Shares

– Transfer to General 1,000 2,000 Reserve

Balance to be carried 9,228 8819 forward

Operations

The above financial results for year ended March 31, 2011 are for the businesses remaining with the Company, after giving effect to the Scheme of Amalgamation & Demerger and accordingly, are not strictly comparable with the previous corresponding period. For better comparison and understanding, financial highlights for current year compared to adjusted previous year figures (after giving effect to the Scheme of Amalgamation & Demerger) are discussed below:

Standalone Financials

Revenues

In FY2011, Revenues for the Company were at Rs. 22,009 million, which grew by 8% over last year same period.

International Revenues

International business contributed 52% to the Net Sales at Rs. 11,522 million.

EBITDA

For the year ending March 31, 2011, EBITDA stood at Rs. 4,507 million with EBITDA margins at 20.5%.

Profit Before Tax, Net Profit and EPS

Profit Before Tax in FY2011 stood at Rs. 2,999 million. The Company registered Net Profit of Rs. 2,796 million with Basic EPS at Rs. 17.56 for the financial year 2011.

Consolidated Financials

Revenues

In FY2011, Net Sales were at Rs. 34,334 million, which grew by 1% over last year same period (excluding the one-time revenues from H1N1 opportunity, the Company recorded growth of 7% in the year).

International Revenues

International business contributed 69% to the Net Sales at Rs. 23,691 million. Sales from regulated markets at Rs. 17,995 million was 52% of the Net Sales.

Life Sciences Products

Revenue from Life Sciences Products at Rs. 26,849 million contributed 78% to the total revenue of the Company and grew 9% in the year with good volume growth of over 15% across Products. Life Sciences Ingredients share in revenue was up at 65% and Generics contributed 13% to the top line. This growth is mainly driven by 19% growth in API and 18% growth in Generics.

Life Sciences Services

Services Revenue stood at Rs. 7,485 million compared to Rs. 9,190 million last year. Excluding the onetime revenue from H1N1 opportunity of Rs. 1,580 million in FY10, the CMO Services business recorded a growth of 5% during the year. However, Clinical Research business witnessed slowdown impacting the overall Services growth.

EBITDA

For the year ended March 31, 2011, EBITDA stood at Rs. 5,672 million with EBITDA margins at 16.5%. EBITDA margins in Products business were at a high of 22.4% and 4.6% in Services business.

Profit Before Tax, Net Profit and EPS

Profit Before Tax in FY2011 stood at Rs. 2,406 million. The Company registered Net Profit of Rs. 2,297 million with Basic EPS at Rs. 14.42 for the financial year 2011.

Dividend

Your Directors recommend a dividend of 200% i.e. Rs. 2 per fully paid up equity share of Rs. 1 for the year ended March 31, 2011. This will absorb Rs. 370 million (inclusive of tax) based on existing capital.

Appropriations

It is proposed to transfer Rs. 1,000 million to General Reserve and retain the balance in Profit and Loss Account.

Capital Structure

(A) Foreign Currency Convertible Bonds (FCCBs)

Your Company, during 2005-06 and 2006-07, issued Foreign Currency Convertible Bonds (FCCBs) of USD 75 million (FCCB 2010) and USD 200 million (FCCB 2011), respectively. During the year, the outstanding balance of FCCB 2010 was completely redeemed.

Whilst the FCCBs are listed on Singapore Stock Exchange, the Global Depository Shares (GDSs) arising out of conversion of FCCBs are listed on Euro MTF Market of the Luxembourg Stock Exchange.

The balance of FCCB 2011 amounting to USD 142.10 million outstanding as of date, would be redeemed on May 20, 2011.

(B) Employees Stock Options (ESOPs)

During the year, no Stock Options were granted under the Jubilant Employees Stock Option Plan 2005.

As on 31st March, 2011, 1,82,013 Stock Options were outstanding. Each option entitles the holder to acquire fve equity shares of Rs. 1 each at the exercise price fixed at the time of grant being market value as per SEBI Guidelines. A maximum of 9,10,065 shares will be allotted by the Company / transferred from Jubilant Employees Welfare Trust upon exercise of these Options.

The details as required under Regulation 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in Annexure A and form part of this Report.

(C) Paid-up Capital

The paid-up Capital as at March 31, 2011 stands at Rs. 159,281,139 comprising of 159,281,139 equity shares of Rs. 1 each.

No dilution on account of conversion of FCCBs is envisaged as conversion right ceases on May 10, 2011.

Further, no dilution under ESOPs is expected, as Jubilant Employees Welfare Trust is envisaged to transfer the shares held by it to employees on exercise.

Scheme of Amalgamation & Demerger

During the year, a Scheme of Amalgamation & Demerger (Scheme), was sanctioned by the Hon'ble High Court of Judicature at Allahabad vide its orders dated October 28, 2010 and November 08, 2010. The Scheme became effective with effect from November 15, 2010 (the effective date) and Speciality Molecules Limited (SML) – a wholly owned subsidiary of the Company and Pace Marketing Specialities Limited (PMSL) were amalgamated into the Company and the Company's Agri Products, Performance Polymer and IMFL divisions were demerged into Jubilant Industries Limited (JIL) - a subsidiary of the Company.

The amalgamations were effective from the amalgamation appointed date viz., close of business on March 31, 2010 and the demerger was effective from the demerger appointed date viz., commencement of business on April 1, 2010.

Name Change

During the year, the name of the Company was changed to 'Jubilant Life Sciences Limited' to refect the evolved character of the Company as an integrated Pharmaceutical and Life Sciences Company.

Subsidiaries

Brief particulars of principal subsidiaries are given below:

Jubilant HollisterStier LLC (formerly Hollister-Stier Laboratories LLC) - This Spokane State of Washington, USA based company, is a wholly owned subsidiary of HSL Holdings Inc. It is a recognized contract manufacturer of sterile injectable vials, syringes and lyophilized products and provides a complete range of services to support the pharmaceutical and biopharmaceutical industries. Additionally, it is a manufacturer of allergenic extracts, targeted primarily at treating allergies and asthma.

Its contract manufacturing capabilities include aseptic liquid fll / fnishing and lyophilization in three distinct cGMP areas designated as Small Volume Parenteral (SVP), Small Lot Manufacturing (SLM) and Clinical Trial Manufacturing (CTM). Its capabilities can be applied to a variety of projects from pre-clinical through commercial scale across a multitude of dosage forms including: microspheres, suspensions, WFI/ diluents, biologics (proteins), lyophilized products, liposomes and BD Hypak syringes. Jubilant HollisterStier maintains an outstanding regulatory record with the FDA (CBER and CDER), EMA and Japan's and Brazil's regulatory agencies. Jubilant HollisterStier's contract manufacturing business serves 38 customers, some of which involve multiple products, ranging from small biotechnology to large pharmaceutical companies.

Jubilant DraxImage Inc. (formerly Draxis Specialty Pharmaceuticals Inc.) – This company is a wholly owned subsidiary of your Company through Jubilant Pharma Pte. Limited. It deals in radiopharmaceuticals. Radiopharmaceuticals is a niche, high entry barrier business. DraxImage markets radioactive products with radioactive isotope already incorporated, and non-radioactive products, which are solid in lyophilized form. Radiopharmaceuticals are used for both therapeutic and diagnostic molecular imaging applications to customers comprising hospitals, imaging centres and cardiology / oncology clinics.

This company operates a US FDA approved manufacturing facility in Montreal at Canada. It is recognised globally for its quality and execution capabilities, strong regulatory track record and has an established customer base comprising large innovator and specialty pharmaceutical companies.

Jubilant Biosys Limited – This company is a subsidiary of your Company through Jubilant Biosys (Singapore) Pte. Ltd., wholly owned subsidiary of your Company, which holds 66.98% of the equity of this company.

This company provides Drug Discovery Services to Global Pharmaceutical and Biotech companies in:

– Stand alone Service Model

- Functional services in area of Discovery Informatics, Structural Biology and In Vivo & Invitro Biology on FTE or Fee based model.

– Collaborative / Partnership Model

- Integrated discovery program across a single or a portfolio of molecules

- Risk / Reward sharing option

– Research Funding

– Payments for scientifc milestones including bonus achieved through Discovery and Development phase

– Royalties on successful commercialization of drug.

During 2010-11, this company has been able to consolidate its position in the Drug Discovery Services by providing services in integrated drug discovery programmes, functional service in structural biology, High thru put screening, Insilco modeling and IN Vivo Biology and Invitro Biology.

During the year, it signed integrated programs deal with another major Pharma Abbott Lab and Biotech Company Vega Therapeutics Inc.

Jubilant Discovery Services Inc. - This Delaware based USA corporation, is a wholly owned subsidiary of Jubilant Biosys Limited. This company provides sales, marketing and liaising services to Jubilant Biosys Limited for its US based customers.

Jubilant Chemsys Limited – This company is a subsidiary of your Company through Jubilant Drug Development Pte. Ltd., wholly owned subsidiary of your Company, which holds entire equity of this company. This company offers following services to drug discovery companies based out of US, Europe and Japan on Full Time Equivalent and molecule basis:

- Discovery Chemistry Functions

- Hit to Lead and Lead Optimization

- Medicinal Chemistry Services

- Scaling up from mg to kg in kilo lab and pilot plant

It also works closely with Jubilant Biosys Limited in collaborative drug discovery research services arena.

Jubilant Clinsys Limited (formerly Clinsys Clinical Research Limited) – This company is a subsidiary of your Company through Jubilant Drug Development Pte. Ltd., wholly owned subsidiary of your Company, which holds entire equity of this company.

This company offers following services to pharmaceutical, biotechnology and medical device companies:

- Bio-analytical, Bio equivalence & Pharmacokinetics studies with 52 bed facility at Noida

- Clinical Trials from Phase I-IV

- Clinical Data Management studies

- Clinical Trial Staffng solutions

During 2010-11, this company has been able to sign major Clinical data management (CDM) contracts with Novartis and Lotus Labs (P) Ltd as part of its endeavor to enhance CDM business.

Jubilant Clinsys Inc. (formerly Clinsys Clinical Research Inc.) – This New Jersey based USA corporation, is a wholly owned subsidiary of Jubilant Life Sciences Holdings Inc. and is a therapeutically focused full service clinical research organization.

This company has expertise in a wide range of highly specialized therapeutic areas including oncology, cardiovascular, central nervous system, respiratory, dermatology and allergy/ immunology. It offers broad range of clinical research services to pharmaceutical, biotechnology and medical device companies in support of Phase II-IV drug and device development including project management, clinical monitoring, scientifc and medical support, patient and investigator recruitment, site management, biostatistics, data management, drug safety, quality assurance, regulatory affairs and medical writing. This company has operations in Bedminster, New Jersey, Raleigh, North Carolina, Ottawa, Ontario and Dusseldorf.

Jubilant Innovation (India) Limited – This company is a wholly owned subsidiary of your Company through Jubilant Innovation (BVI) Limited. This company provides services in the areas of:

- Drug Development Scientifc Services

- Project Management services and

- Related and ancillary activities for the development of molecules owned/ co-owned by Jubilant Innovation (BVI) Limited.

The company fosters the development of molecules owned/ co- owned by Jubilant Innovation (BVI) Limited, in terms of fnding right CRO's in India to get maximum cost arbitrage based on their capabilities, overseeing, analysis and monitoring of information on clinical / toxicology studies being conducted in India on Jubilant Innovation (BVI) Limited's molecules.

Jubilant Innovation Pte. Limited – This Singapore Company is a wholly owned subsidiary of Jubilant Innovation (BVI) Limited. The company is an investment company and owns 50% share holding in Vanthys Pharmaceutical Development (P) Limited, a 50:50 Drug development Joint Venture with Lilly. It has also signed a Joint Venture agreement with University of Alabama, US and Southern Research Institute, US in the feld of Drug Discovery.

Jubilant Innovation (BVI) Limited – This British Virgin Island based company is a wholly owned subsidiary of Jubilant Pharma Pte. Limited. This Company co-develops /in licenses the prescription pharmaceuticals in late discovery or preclinical phases, and develops these molecules through a phase II Proof of Concept (POC) trial.

The company develops these molecules on and at risk basis with either a predetermined return structure or an equity interest and sells these molecules after Phase II POC study for development completion. The selling /out licensing will have upside in terms of upfront payment, various milestone payments including sales milestones and/or sales royalties.

Jubilant Innovation (USA) Inc. – This Delaware based USA corporation, is a wholly owned subsidiary of your Company through Jubilant Innovation (BVI) Limited. This company provides services in the areas of:

- Drug Development Scientifc Services

- Project Management services and

- Related and ancillary activities for the development of molecules owned/ co-owned by Jubilant Innovation (BVI) Limited.

The company fosters the development of molecules owned/ co- owned by Jubilant Innovation (BVI) Limited, in terms of fnding right CRO's in US and Europe based on their capabilities, overseeing, analyses and monitoring of information on clinical / toxicology studies being conducted outside India on Jubilant Innovation (BVI) Limited's molecules.

Jubilant Infrastructure Limited – This wholly owned subsidiary of your Company has set up Sector Specifc Special Economic Zone (SEZ) for Chemicals and Pharmaceuticals in Gujarat. About 107 hectares land has been taken on lease from GIDC in Bharuch District, Gujarat. The Government of India notifed the SEZ in February 2008. In September 2008, the Central Government constituted the Approval Committee for this SEZ.

During frst Approval Committee meeting for this SEZ in November 2008, SEZ unit of this company was considered for approval and accordingly, a Letter of Approval has been issued for setting up Unit in the SEZ.

This SEZ has received all the required permissions, approvals, eligibility certifcates & licenses under SEZ Act and Rules & other relevant Laws. It has received Environment Clearance from Ministry of Environment & Forest, Government of India and accordingly, Consent to Establish has also been received from Gujarat Pollution Control Board under the applicable Water and Air Acts.

Jubilant First Trust Healthcare Limited - This company is in the business of healthcare and is involved in setting up an integrated hub-and-spoke network with a total of about 1,000 beds in West Bengal. The effort is led by a team of professional doctors and healthcare planners in West Bengal. In 2009, the company commissioned a 120-bed super-specialty hospital. The company is having a total capacity of 170 beds across two hospitals in West Bengal. Your Company holds 93.24% of equity capital of this company. This company holds 99.77% capital of Asia Healthcare Development Limited.

Asia Healthcare Development Limited - This company is a subsidiary of your Company through Jubilant First Trust Healthcare Limited, which holds 99.77% of its total capital. This company runs a hospital in Behrampur, 200 kms away from Kolkata, on a Public-Private-Partnership with Government of West Bengal.

Jubilant Cadista Pharmaceuticals Inc. (formerly Cadista Pharmaceuticals Inc.) – This Delaware based USA corporation, is a wholly owned subsidiary of Cadista Holdings Inc. This Company is in the business of manufacturing generic pharmaceuticals, solid dosage forms and has a US FDA approved manufacturing facility in USA. Its customer base includes all the large wholesalers, retail and grocery chains. Besides manufacturing its own label products, it also provides Product development and Contract manufacturing services.

Jubilant Life Sciences (USA) Inc. [formerly Jubilant Organosys (USA) Inc.] – This Delaware based USA corporation, is a wholly owned subsidiary of your Company. It undertakes sales and distribution of advance intermediates, fne chemicals and APIs in USA.

Jubilant Life Sciences (Shanghai) Limited (formerly Jubilant Organosys (Shanghai) Limited) – This wholly owned subsidiary of your Company is held through Jubilant Pharma Pte. Limited. It undertakes sales and distribution of products in China. It is into trading of advance intermediates

- Pyridine & its derivatives, vitamins and fne chemicals. It is catering to pharmaceutical, animal feed and agrochemical industries in China. This subsidiary is also a major sourcing hub of raw materials for your company.

Jubilant Pharmaceuticals NV - This is a wholly owned subsidiary of your Company through Jubilant Pharma NV, Belgium, which holds 99.8% of its shares and Jubilant Pharma Pte. Limited, Singapore which holds the balance shares, both of which are wholly owned subsidiaries of your Company. This company is engaged in the business of licensing of generic dosage forms and offers regulatory affairs services to generic pharmaceutical companies for the diverse European market.

PSI Supply NV – This is a wholly owned subsidiary of your Company. 99.5% shares of this company are held by Jubilant Pharma NV and balance by Jubilant Pharma Pte. Limited. This company is engaged in the supply of generic dosage forms to European markets

Jubilant DraxImage Limited (formerly Draximage India Limited) - This company is a wholly owned subsidiary of your Company through Draximage Limited, Cyprus. The company has started its operation from January 01, 2011 by launching radioactive isotopes. The product which it is presently selling is Tc-99m Generator which is used in the diagnosis of Bone scans, cerebral perfusion imaging, Myocardial Perfusion Imaging. The other products it is selling are Thallium-201 and Lodine-131 capsules and solution, which are used for Myocardial Perfusion Imaging and for the diagnosis and treatment of Thyroid and its related diseases. This company plans to introduce, from April 2011, Lyophilized kits which are Sestamibi, MDP, MAA and DTPA and RUBY-FILL (Rubidium- 82 Generator-PET isotope).

This company also proposes to set up a centralized Radio pharmacy which will further propel its growth and help not only to provide a strategic advantage over competitors but also to achieve the leadership status in the Nuclear Medicine.

Other subsidiaries as at the year end are as follows:

Cadista Holdings Inc., USA

DAHI Animal Health (UK) Limited, UK

Deprenyl Inc., USA

Draximage (UK) Limited, UK

Draximage Limited, Cyprus

Draximage Limited, Ireland

Draximage LLC, USA

Draxis Pharma Inc., USA

Draxis Pharma LLC, USA

* Generic Pharmaceuticals Holdings Inc., USA HSL Holdings Inc., USA

Jubilant Biosys (BVI) Limited, British Virgin Islands

Jubilant Biosys (Singapore) Pte. Ltd., Singapore

Jubilant DraxImage (USA) Inc. (formerly DSPI Inc.), USA

Jubilant Drug Development Pte. Ltd., Singapore

Jubilant Life Sciences (BVI) Ltd. (formerly Jubilant Organosys (BVI) Limited), British Virgin Islands

* Jubilant Life Sciences (Switzerland) AG, Schaffhausen

Jubilant Life Sciences Holdings Inc. (formerly Clinsys Holdings Inc.), USA

Jubilant Life Sciences International Pte. Ltd. (formerly Jubilant Organosys International Pte. Limited), Singapore

Jubilant Pharma NV, Belgium

Jubilant Pharma Pte. Limited, Singapore

6963196 Canada Inc., Canada

6981364 Canada Inc., Canada

* became subsidiary during the year

During the year Colvant Sciences Inc., DAHI LLC and Cadista Pharmaceuticals (UK) Limited ceased to be subsidiaries of the Company.

Pursuant to Scheme of Amalgamation and Demerger, Speciality Molecules Limited merged with the Company and certain businesses of the Company were hived off to demerged Jubilant Industries Ltd. (formerly Hitech Shiksha Limited). Both these companies ceased to be subsidiaries of the Company.

Particulars required as per Section 212 of The Companies Act, 1956

In terms of the general exemption granted by the Government of India vide its general circular no. 2/2011 dated February 08, 2011, from attaching the Directors' Reports, Balance Sheets, Profit & Loss Accounts and other particulars of the subsidiaries, the same have not been attached to this Report.

Fixed Deposits

No fresh deposits have been accepted by your Company during the year from the public. As on March 31, 2011, your Company had no outstanding Fixed Deposits. There were no overdue deposits. There were, however, 25 unclaimed deposits amounting to Rs. 3.82 lacs.

Auditors

K. N. Gutgutia & Co., Chartered Accountants, [ICAI Registration Number - 304153E] Auditors of the Company, retire at the ensuing Annual General Meeting and offer themselves for re- appointment. They have confrmed that their re-appointment, if made, shall be within the limits laid down in Section 224 (1B) of the Companies Act, 1956.

Cost Auditors

J. K. Kabra & Co., Cost Accountants, [Firm Registration Number - 9] Cost Auditors of the Company, have confrmed that their re-appointment, if made, shall be within the limits laid down in Section 224 (1B) of the Companies Act, 1956. During the financial year 2010-11, the Cost Audit Reports of Chemical (Sulphuric Acid), Industrial Alcohol & Bulk Drugs were fled on September 17, 2010 and of Fertilizer were fled on September 21, 2010, against the due date of September 27, 2010.

Directors

Mr. Rahul Yadav, Nominee Director of Citicorp International Finance Corporation and HPC (Mauritius) Limited – Equity Investors and Mr. Vishal Marwaha, Alternate Director to Mr. Rahul Yadav, ceased to be Directors with effect from July 07, 2010.

Effective from November 11, 2010, Mr. Arabinda Ray resigned from the Board.

In accordance with the Articles of Association of the Company, Mr. Hari S. Bhartia, Mr. Shyamsundar Bang and Dr. Naresh

Trehan retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re- appointment.

Directors' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company, based on the representation received from management, confrm:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- that 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 on March 31, 2011 and of the Profit or loss of the Company for the year ended March 31, 2011.

- that the Directors have taken proper and suffcient 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.

- that the Directors have prepared the annual accounts on a going concern basis.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, required to be made pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988, is given in Annexure B and forms part of this Report.

Employees

The particulars of employees, as required under Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure C and form part of this Report.

Corporate Governance

A separate section on Corporate Governance is attached to this Report as Annexure D. A certifcate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreements with Stock Exchanges is enclosed as Annexure E. A certifcate from the Chairman & Managing Director that all Board members and senior management personnel have affrmed compliance with the Code of Conduct for the year ended March 31, 2011 is attached as Annexure F. CEO/CFO certifcate is enclosed as Annexure G.

Management Discussion & Analysis

Notes on Management Discussion & Analysis of the financial position of the Company have been given separately and form part of this Report.

Corporate Sustainability Report

Your Company, being committed to address environmental issues and discharge its corporate social responsibility, is publishing for the ninth year in a row, Corporate Sustainability Report, duly audited by Ernst & Young, and conforming to Global Reporting Initiative (GRI) Guidelines. The Report is being sent to all our shareholders.

Risk Management

Today's business environment remains challenging for the Corporate World and risk management retains its high position on every organization's agenda. The Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, the Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organization through defned and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines. The Company has laid down procedures to inform Board members about the risk assessment and risk minimization procedures. The Company promotes strong ethical values and high levels of integrity in all our activities, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds a key to the success of its journey of continued competitive sustainability in attaining its desired business objective.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

Human Resource Management

As of March 31, 2011, we had 5763 employees including those in our Subsidiary companies.

As of March 31, 2011, 661 of our employees at our manufacturing plants at Samlaya, Nira, Gajraula and Nanjangud, were members of unions or had collective bargaining capability. We enjoy cordial relations with our employees and there have been no instances of major strikes, lockouts or other disruptive labour disputes.

We have signed a policy on CII Code of Conduct on Affrmative Action that reconfrms our commitment that equal opportunity in employment for all sections of society is a component of our growth and competitiveness.

We strive toward technology driven HR systems and processes and have implemented world renowned PeopleSoft based human resource management system 'Synergy HRIS'. Its key features include employee personal and Job database, self service features like reimbursements, pay slips, leaves, income tax declarations & computations, loans and exit process etc.

We believe in an open, fair and transparent culture and stand by our promise of Caring, Sharing, Growing and make efforts to make Jubilant one of the best places to work for. In this direction, we have been conducting the Gallup employee engagement survey to gauge the organization's health. This allows us to track the proportion of engaged to actively disengaged employees and so that mid-course corrections or interventions can be implemented thereof.

A detailed note on HR Management is given in the "Management Discussion & Analysis".

Awards and Accolades

During the year 2010-11, the Company won the following:

- Two Environmental Best Practices Award 2011, by CII- Sohrabji Godrej Green Business Centre, under Most Innovative Environmental Project and Most Useful Environmental Project for the Co-processing of Hazardous waste in Cement Kiln at Nanjangud plant, Mysore, India

- Golden Peacock Innovation Award 2011 for developing Niacin by Vapour Phase Catalytic Oxidation of Beta Picoline

- Ernst & Young Entrepreneur of the Year 2010 for Life Sciences & Consumer Products to Mr. Shyam S Bhartia, Chairman & Managing Director and Mr. Hari S Bhartia, Co-Chairman & Managing Director

- CII – EHS Award 2010 - First Place for Excellence in EH&S systems at the Nanjangud Plant, among medium scale industries

- Safety Innovation Award 2010 by The Institution of Engineers (India) for implementing Innovative Safety Management Systems at Nanjandgud Plant

- National Award for Excellence in Water Management – 2010 by CII-Sohrabji Godrej Green Business Centre for Nanjangud plant

- India Manufacturing Excellence Award 2010 - 'Gold Certifcate of Merit' by The Economic Times - Frost & Sullivan for EOU facility at Gajraula

- Certification of Commendation for Strong Commitment for Sustainability by CII-ITC Sustainability Awards 2010

- Two ABCI Awards 2010 for Communication efforts of Jubilant Life Sciences- Gold for e-newsletter and Bronze for CSR Communication

- Jubilant was included in the Forbes Asia 'Best Under a Billion' Asia List – released in Sept 2010

- A rating from GRI for Corporate Sustainability Report 2010 (consecutively for the last four years since 2007)

- Golden Peacock Environment Management Award 2010 by World Environment Foundation (WEF) for API facility at Nanjangud, Mysore, India

Certifications

Your Company follows several externally developed initiatives in the economic, environmental and social areas. Facilities of the Company at Gajraula, Nira, Savli, Nanjangud and Ambernath are ISO 9001:2008 certified for Quality Management System. These manufacturing facilities are also ISO 14001:2004 certified for Environmental Management System. For Occupational Health and Safety at work place, these manufacturing facilities are also certified to OHSAS 18001:2007. The locations of Gajraula, Nira and Savli are certified for Integrated Management System (IMS). Facilities at Savli are certified for FAMI- QS Version – 5 Quality in Feed Safety Management System. Gajraula Quality Control Laboratory has also been certified for chemical testing by NABL (National Accreditation Board for Testing and Calibration Laboratories) in accordance with the ISO / IEC 17025:2005.

Dosage Forms facility at Roorkee follows Good Manufacturing Practices (GMP) as per World Health Organisation (WHO) specifcations in manufacturing and testing of pharmaceutical products and hence has been granted WHO GMP certifcate by the Drug Licensing and Controlling Authority, Uttarakhand. The facility is also approved by UK-MHRA (UK- Medicines and Healthcare Products Regulatory Agency) to export drugs to European Market.

Nanjangud plant has got US FDA (United States Food & Drug Administration) approval for exporting certain products to US market. AFSSAPS (Agence Francaise de Securite Sanitaire des Produits de Sante -The French Health Products Safety Agency), GMP approval for certain products, PMDA (Pharmaceuticals and Medical Devices Agency, Japan) for exporting Risperidone HCl to the Japanese market, KFDA (Korea Food and Drug Administration) for exporting Valsartan and Losartan to Korean market, COFEPRIS for exporting Pinaverium Bromide to Mexican market. Olanzapine, Losartan was audited by United State Pharmacopeia and approved for the use of USP logo.

Investor Services

In its endeavor to improve investor services, your Company has taken the following initiatives:

- With a view to communicating on a real time basis, your Company has been e-mailing to the shareholders, quarterly results, press releases and other similar communications soon after they are sent to the stock exchanges.

- For effective communication with shareholders, during the year, the Company also e-mailed Annual Report, Corporate Sustainability Report and Notice of Annual General Meeting to shareholders on their email IDs as available, in addition to statutory physical mailing.

- The Investor Section on the website of the Company www.jubl.com is more user friendly now.

- A dedicated e-mail ID viz. investors@jubl.com for sending communications to the Company Secretary / Compliance Officer has been made effective. Members may lodge their complaints or suggestions on this e-mail as well.

- The Company has been mailing feedback forms to investors, annually, so as to bring about improvement in service level based on responses received. The Company has also placed an online Investor Feedback Form on its website www.jubl.com under the head "Investors". This form can be submitted electronically.

Acknowledgments

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Private Equity Investors, Financial Institutions, Banks/other lenders, Customers, Vendors and other business associates for their confdence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of your Company's employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

Noida Shyam S. Bhartia

May 10, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Thirty Second Annual Report and Audited Accounts for the year ended March 31, 2010. Your Company recorded robust growth in revenue and operating profits due to its strategic thrust on moving up the value chain in its Pharma and Life Science businesses. Outsourcing remains our key strategy and your Company is the largest Custom Research and Manufacturing and Drug Discovery and Development Services Company out of India.

Financial Results

Year ended Year ended March 31, 2010 March 31, 2009 Rs./million] [Rs./million]

Sales and Other Income 25,537 26,287

Net Sales 24,462 24,307

EBITDA 6,469 4,399

Interest 997 544

PBDT 5,472 3,855

Depreciation 651 746

Exceptional items 228 379

PBT 4,593 2,730

Provision for Taxation 962 123

PAT 3,631 2,607

Profit brought forward from previous year 7,558 6,712

PROFIT AVAILABLE FOR APPROPRIATION 11,189 9,319

Which the Directors have appropriated as follows:

- Proposed Dividend on Equity shares 317 223

- Tax on Dividend on Equity Shares 53 38

- Transfer to General Reserve 2,000 1,500

Balance to be carried forward 8,819 7,558

Operations

Standalone Financials

Revenues

Revenues in FY2010 increased by 0.6% and were at Rs. 24,462 million from Rs. 24,307 million in FY2009.

PLSPS

The revenue in PLSPS segment grew by 7.6% to Rs. 20,281 million from` Rs. 18,840 million in FY2009. The CRAMS revenues increased by 7.4% to Rs. 11,934 million from Rs. 11,109 million last year.

APP

The APP segment revenues were at Rs.4,181 million from Rs. 5,468 million in FY2009. The lower revenue in APP was on account of decline in revenues in Application Polymers & Fertilizers businesses.

International Revenues

International Revenues were at 45.9% of the Companys total revenues and at 52.2% of PLSPS revenues. In FY2010 it was higher by 2.2% to ` 11,219 million from ` 10,978 million previously. China showed revenue improvement by 30.7% to Rs. 3,441 million.

EBITDA

In FY2010, the EBITDA expanded by 47.1% to Rs. 6,469 million from Rs. 4,399 million in FY2009. The EBITDA margin was at 26.4% as compared to 18.1% in FY2009. The EBITDA margins in PLSPS business stood at 34.3% from 25.2% last year and in APP segment stood at 4.7% from 8.3% last year.

Profit Before Tax

Profit Before Tax in FY2010 showed outstanding growth of 68.2% at Rs. 4,593 million against Rs. 2,730 million in FY2009.

Net Profit and EPS

The FY2010 Net Profits grew 39.3% to Rs. 3,631 million against Rs. 2,607 million last year. The EPS was at Rs. 24.60 against Rs. 17.70 last year.

Consolidated Financials

Revenues

Revenues in FY2010 increased by 7.5% and were at Rs. 37,813 million from Rs. 35,180 million in FY2009.

PLSPS

The revenue in PLSPS segment grew by 13.1% to Rs. 33,618 million from Rs. 29,715 million in FY2009. The CRAMS revenues increased by 12.3% to Rs. 21,317 million from Rs. 18,983 million last year. The CMO operations have shown good revenue growth of 35.2% at Rs. 6,616 million from Rs. 4,895 million. Growth in Pharmaceuticals Products was also very good at 25.2% to Rs. 3,830 million.

APP

The APP segment revenues were at Rs. 4,195 million from Rs. 5,465 million in FY2009. The lower revenue in APP was on account of decline in revenues in Application Polymers & Fertilizers businesses.

International Revenues

International Revenues were at 64.9% of the Companys total revenues and at 71.1% of PLSPS revenues. In FY2010 it was higher by 12.7% to Rs. 24,540 million from Rs. 21,771 million previously. China showed revenue improvement by 27.7% to Rs. 3,708 million and North America showed growth of 17.8% to Rs. 13,919 million in FY 2010.

EBITDA

In FY2010, the EBITDA expanded by 34.3% to Rs. 8,260 million from Rs. 6,148 million in FY2009. The EBITDA margin was at 21.8% as compared to 17.5% in FY2009. The EBITDA margins in PLSPS business stood at 26.0% from 21.8% last year and in APP segment stood at 4.6% from 8.1% last year.

Profit Before Tax

Profit Before Tax in FY2010 showed outstanding growth of 74.6% at Rs. 5,179 million against Rs. 2,966 million in FY2009.

Net Profit and EPS

The FY2010 Net Profits grew 48.8% to Rs. 4,215 million against Rs. 2,832 million last year. The EPS was at Rs. 28.56 against Rs. 19.22 last year.

Dividend

Your Directors recommend a dividend of 200% i.e. Rs. 2 per fully paid up equity share of Rs. 1 for the year ended March 31, 2010. This will result in a dividend payout of ` 370 million (inclusive of tax) based on existing capital.

Appropriations

It is proposed to transfer Rs. 2,000 million to General Reserve and retain the balance in Profit and Loss Account.

Capital Structure

(A) Foreign Currency Convertible Bonds (FCCBs)

Your Company, during 2004-05, 2005-06 and 2006-07, issued Foreign Currency Convertible Bonds (FCCBs) of USD 35 million (FCCB 2009), USD 75 million (FCCB 2010) and USD 200 million (FCCB 2011), respectively. During the year, the outstanding balance of FCCB 2009 was completely redeemed.

The balance FCCBs along with the number of shares to be issued, if converted, is given below:

Particulars Year of Size of Interest FCCBs FCCBs Issue Issue Rate converted bought (in million (%) into equity back USD) shares (in million (in million USD) USD)

FCCB 2010 2005-06 75 0 22.3 3.0

FCCB 2011 2006-07 200 0 0 57.9

Total 275 22.3 60.9

Balance Conversion Details No. of shares FCCBs of Rs. 1 each outstanding Conversion Conversion (to be allotted if (in million Period Price per converted for Particulars USD) Equity Share outstanding (Rs.) FCCBs)

FCCB 2010 49.7 July 3, 2 005 to 273.0648 7,883,231 May 14, 2010

FCCB 2011 142.1 June 30, 2006 to 413.4498 15,483,391 May 10, 2011

Total 191.8 23,366,622

Whilst the FCCBs are listed on Singapore Stock Exchange, the Global Depository Shares (GDSs) arising out of conversion of FCCBs are listed on Euro MTF Market of the Luxembourg Stock Exchange.

(B) Employees Stock Options (ESOPs)

During the year, 41,523 Stock Options were granted under the Jubilant Employees Stock Option Plan 2005. Each option is convertible into five equity shares of `1 each at the exercise price fixed at the time of grant being market value as per SEBI Guidelines.

As on 31st March, 2010, 365,331 Stock Options were outstanding. A maximum of 1,826,655 shares will be allotted / transferred from Jubilant Employees Welfare Trust upon exercise of these Options. However, no dilution under ESOPs is expected, as Jubilant Employees Welfare Trust is envisaged to transfer the shares held by it to employees on exercise.

The details as required under Regulation 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in Annexure A.

(C) Issue to Qualified Institutional Buyers

During the last week of March, 2010, your Company raised ` 3,871.32 million by way of private placement to Qualified Institutional Buyers. The Company allotted 11,237,517 shares of ` 1 each at a price of ` 344.50 per share. Consequently, the paid up share capital of the Company increased from ` 147,542,258 to ` 158,779,775. The proceeds of the issue will be used for capital expenditure for organic growth, investment in Subsidiary companies and joint ventures, working capital, payment of debts and other general corporate purposes.

(D) Paid Up Capital

The paid up Capital as at March 31, 2010 stands at Rs. 158,779,775/- comprising of 158,779,775 equity shares of Rs.1 each.

The impact of future conversions of FCCBs into equity shares on the share capital assuming full conversion would be as follows:-

Particulars No. of Shares of Rs. 1 each

Existing nos. of shares as on March 31, 2010 158,779,775

Add: Shares to be allotted on conversion of outstanding FCCBs 23,366,622

Fully diluted no. of equity shares on conversion of FCCBs 182,146,397

Note: No dilution under ESOPs is expected, as Jubilant Employees Welfare Trust is envisaged to transfer the shares held by it to employees on exercise.

(E) Proposed Demerger

In the last quarter of 2009-10, the Board of Directors of the Company approved the demerger of its Agri and Performance Polymer business into a separate company for pursuing the growth prospects of both the businesses independently and efficiently. Detailed scheme is expected to be considered by the Board in June/July 2010 and the process is expected to be completed in Q3 FY 2011.

(F) Name Change

To reflect the evolved character of the Company as an integrated Pharmaceutical and Life Sciences Company, the Board of Directors on October 22, 2009 approved the change of name of the Company to "Jubilant Life Sciences Limited". The shareholders also approved such change by a Special Resolution through Postal Ballot on December 2, 2009.

The Company is in the process of completing the procedural formalities for change of name. We expect the name change process to be completed along with the Demerger.

Subsidiaries

Brief particulars of principal subsidiaries are given below:

Hollister-Stier Laboratories LLC - This Delaware, USA based company, is a wholly owned subsidiary of HSL Holdings Inc. It is a recognised contract manufacturer of sterile injectable vials, syringes and lyophilized products and provides a complete range of services to support the pharmaceutical and biopharmaceutical industries. Additionally, it is a manufacturer of allergenic extracts, targeted primarily at treating allergies and asthma.

Its contract manufacturing capabilities include aseptic liquid fill / finishing and lyophilization in three distinct cGMP areas designated as Small Volume Parenteral (SVP), Small Lot Manufacturing (SLM) and Clinical Trial Manufacturing (CTM). Its capabilities can be applied to a variety of projects from pre-clinical through commercial scale across a multitude of dosage forms including: microspheres, suspensions, WFI/diluents, biologics (proteins), lyophilized products, liposomes and BD Hypak syringes. Hollister-Stier maintains an outstanding regulatory record with the FDA (CBER and CDER), EMEA and Japans and Brazils regulatory agencies. Hollister-Stiers contract manufacturing business serves 38 customers, some of which involve multiple products, ranging from small biotechnology to large pharmaceutical companies.

Draxis Specialty Pharmaceuticals Inc. - This Company is a subsidiary of your company and provides products in three categories: sterile products, non-sterile products and radiopharmaceuticals. Sterile products include liquid and freeze-dried (lyophilized) injectables plus sterile ointments and creams. Non-sterile products are produced as solid oral and semi-solid dosage forms. Radiopharmaceutical is a niche, high entry barrier business. Draximage markets radioactive products with radioactive isotope already incorporated, and non-radioactive products, which are solid in lyophilized form. Radiopharmaceuticals are used for both therapeutic and diagnostic molecular imaging applications to customers comprising hospitals, imaging centres and cardiology / oncology clinics. Pharmaceutical contract manufacturing services are provided through the DRAXIS Pharma division and radiopharmaceuticals are developed, produced, and sold through the DRAXIMAGE division.

DRAXIS operates a USFDA approved manufacturing facility in Montreal at Canada. It is recognised globally for its quality and execution capabilities, strong regulatory track record and has an established customer base comprising large innovator and specialty pharmaceutical companies.

Jubilant Biosys Limited - This Company is a subsidiary of your Company through Jubilant Biosys (Singapore) Pte. Limited, wholly owned subsidiary of your Company, which holds 66.98% of the equity of this company.

This company provides Drug Discovery Services to Global Pharmaceutical and Biotech companies in:

- Stand alone service model

. Functional services in area of Discovery Informatics, Structural Biology and In Vivo & Invitro Biology on FTE or Fee based model.

- Collaborative / Partnership Model

. Integrated discovery program across a single or a portfolio of molecules Risk / Reward sharing option

- Research Funding

. Payments for scientific milestones including bonus achieved through Discovery and Development phase

- Royalties on successful commercialisation of drug.

During 2009-10, this company has been able to consolidate its position in the Drug Discovery Services by providing services in integrated drug discovery programmes, functional service in structural biology, High through put screening, Insilco modeling and In Vivo Biology and Invitro Biology.

Its collaboration with Lilly has been renewed for next 5 years in the 4th year of its existing 5 year collaboration term because of its scientific and business success. In April 2009 the Company signed major five year Integrated portfolio collaboration deal with Astra Zeneca and Endo Pharmaceutical on shared risk basis, and Integrated programmes under these deals are running successfully. In July 2009, it signed another deal with Merck on FTE basis.

Jubilant Discovery Services Inc. - This Delaware, USA corporation, is a wholly owned subsidiary of Jubilant Biosys Limited. This company provides sales, marketing and liaising services to Jubilant Biosys Limited for its US based customers.

Jubilant Chemsys Limited - This Company is a subsidiary of your Company through Jubilant Drug Development Pte. Limited, wholly owned subsidiary of your Company, which holds entire equity of this company. This company offers following services to drug discovery companies based out of US, Europe and Japan on Full Time Equivalent and molecule basis:

- Discovery Chemistry functions

- Hit to lead and lead optimization

- Medicinal Chemistry Services

- Scaling up from mg to kg in kilo lab and pilot plant

It also works closely with Jubilant Biosys Limited in collaborative drug discovery research services areas.

Clinsys Clinical Research Limited - This Company is a subsidiary of your Company through Jubilant Drug Development Pte. Limited, wholly owned subsidiary of your Company, which holds entire equity of this company.

This company offers following services to pharmaceutical, biotechnology and medical device companies: Bio-analytical, Bio equivalence & Pharmacokinetics studies with 52 bed facility at Noida Clinical trials from Phase I-IV Clinical Data Management studies Clinical Trial Staffing solutions

During 2009-10, this Company has been able to sign major Clinical trial contracts with Lupin and Sandoz, which will enhance its Clinical trial business.

Clinsys Clinical Research Inc. - This New Jersey, USA corporation, is a wholly owned subsidiary of Clinsys Holdings Inc. and is a therapeutically focused full service clinical research organisation.

This company has expertise in a wide range of highly specialised therapeutic areas including oncology, cardiovascular, central nervous system, respiratory, dermatology and allergy/immunology. It is offering broad range of clinical research services to pharmaceutical, biotechnology and medical device companies in support of Phase II-IV drug and device development including project management, clinical monitoring, scientific and medical support, patient and investigator recruitment, site management, biostatistics, data management, drug safety, quality assurance, regulatory affairs and medical writing. This company has operations in Bedminster, New Jersey, Raleigh, North Carolina, Ottawa, Ontario, Canada and Dusseldorf, Germany.

Jubilant Innovation (India) Ltd. - This Company became wholly owned subsidiary of your Company through Jubilant Innovation (BVI) Limited, during the year. This company provides services in the area of:-

Drug Development Scientific Services,

Project Management services and

Related and ancillary activities for the above-mentioned services for the development of molecules owned/ co-owned by Jubilant Innovation (BVI) Limited.

The company fosters the development of molecules owned/ co-owned by Jubilant Innovation (BVI) Limited, in terms of finding right CROs in India to get maximum cost arbitrage based on their capabilities, overseeing, analysis and monitoring of information on clinical / toxicology studies being conducted in India on Jubilant Innovation (BVI) Limiteds molecules.

Jubilant Innovation Pte. Limited - This Singapore Company is a wholly owned subsidiary of Jubilant Innovation (BVI) Limited. The company is an investment company and owns 50% share holding in Vanthys Pharmaceutical Development (P) Limited, a 50:50 Drug Development Joint Venture with Lilly. It has also signed a Joint Venture agreement with University of Alabama, US and Southern Research Institute, US in field of Drug Discovery.

Jubilant Innovation (BVI) Limited - This British Virgin Island company is a wholly owned subsidiary of Jubilant Pharma Pte. Limited. This Company co-develops /in licenses the prescription pharmaceuticals at late discovery or preclinical phases, and develops these molecules through a phase II Proof of Concept (POC) trial.

The company develops these molecules on and at risk basis with either a predetermined return structure or an equity interest and sells these molecules after Phase II POC study for development completion. The selling /out licensing will have upside in terms of upfront payment, various milestone payments including sales milestones and/or sales royalties.

Jubilant Innovation (USA) Inc. - This Delaware, USA Corporation, became wholly owned subsidiary of your Company through Jubilant Innovation (BVI) Limited, during the year. This company provides services in the area of:- Drug Development Scientific Services,

Project Management services and

Related and ancillary activities for the above-mentioned services for the development of molecules owned/ co-owned by Jubilant Innovation (BVI) Limited.

The company fosters the development of molecules owned/ co-owned by Jubilant Innovation (BVI) Limited, in terms of finding right CROs in US and Europe based on their capabilities, overseeing, analyses and monitoring of information on clinical / toxicology studies being conducted outside India on Jubilant Innovation (BVI) Limiteds molecules.

Jubilant Infrastructure Limited - This wholly owned subsidiary of your Company has set up Sector Specific Special Economic Zone (SEZ) for Chemicals and Pharmaceuticals in Gujarat. About 107 hectares land has been taken on lease from GIDC in Bharuch District, Gujarat. The Government of India notified the SEZ in February 2008. In September 2008, the Central Government constituted the Approval Committee for this SEZ.

During first Approval Committee meeting for this SEZ in November 2008, SEZ unit of this company was considered for approval and accordingly, a Letter of Approval has been issued for setting up Unit in the SEZ.

This SEZ has received all the required permissions, approvals, eligibility certificates & licenses under SEZ Act and Rules & other relevant Laws. It has received Environment Clearance from Ministry of Environment & Forest, Government of India and accordingly, Consent to Establish has also been received from Gujarat Pollution Control Board under the applicable Water and Air Acts.

Jubilant First Trust Healthcare Limited - This Company is in the business of healthcare and is involved in setting up an integrated hub-and-spoke network with a total of about 1,000 beds in West Bengal. The effort is led by a team of professional doctors and healthcare planners in West Bengal. During the year, the Company commissioned a new 120-bed super- specialty hospital and added 73 beds during the year to have a total capacity of 165 beds across two hospitals in West Bengal. Your Company holds 92.89% of equity capital of this company. This company holds 99.77% capital of Asia Healthcare Development Limited.

Asia Healthcare Development Limited - This Company is a subsidiary of your Company through Jubilant First Trust Healthcare Limited, which holds 99.77% of its total capital. This Company runs a hospital in Behrampur, 200 kms away from Kolkata, on a Public-Private-Partnership with Government of West Bengal.

Speciality Molecules Limited - This is a wholly owned subsidiary of your Company and is engaged in the manufacturing of Fine Chemicals which are halogenated Pyridine derivatives. These products are used in Life Science Industry including Pharma, Agro & Cosmetic Industry. The Company has niche technology of halogenation and is a winner of Acharya P.C. Ray award for development of indigenous technologies.

It has 12 commercial products in its portfolio and is one of the largest producers of 2-Chloro Pyridine globally and has aspiration to have global leadership in it within 2-3 years time.

This Company is scaling up two new products, one of which is used in large volumes in agrochemical industry and is working aggressively to map all global customers of other halogenated products and develop them to maximise revenue from these products.

Cadista Pharmaceuticals Inc. - This Delaware, USA corporation, is a wholly owned subsidiary of Cadista Holdings Inc. This Company is in the business of manufacturing generic pharmaceuticals, solid dosage forms and has a US FDA approved manufacturing facility in USA. It supplies its products to almost all the large wholesalers, retail and grocery chains. Besides manufacturing its own label products, it also provides Product development and Contract manufacturing services.

Jubilant Organosys (USA) Inc. - This Delaware, USA corporation, is a wholly owned subsidiary of your Company. It undertakes sales and distribution of advance intermediates, fine chemicals, CRAMS and APIs in USA.

Jubilant Organosys (Shanghai) Limited - This wholly owned subsidiary of your Company is held through Jubilant Pharma Pte. Limited. It undertakes sales and distribution of products in China. It is into trading of advance intermediates - Pyridine & its derivatives and fine chemicals. It is catering to pharmaceutical and agrochemical industry in China. This subsidiary is also a sourcing hub for raw materials for your company.

Jubilant Pharmaceuticals N.V. - This is a wholly owned subsidiary of your Company through Jubilant Pharma N.V. Belgium, which holds 99.8% of its shares and Jubilant Pharma Pte. Limited, Singapore which holds the balance shares, both of which are wholly owned subsidiaries of your Company. This Company is engaged in the business of licensing of generic dosage forms and offers regulatory affairs services to generic pharmaceutical companies for the diverse European market.

PSI Supply N.V. - This is a wholly owned subsidiary of your Company. 99.5% shares of this company are held by Jubilant Pharma NV and balance by Jubilant Pharma Pte. Limited. This Company is engaged in the supply of generic dosage forms to European markets.

Draximage India Limited - This Company became a wholly owned subsidiary of your Company through Draximage Limited, Cyprus, during this year. The Company has not yet started its operations but intends to place itself in the market as a first choice of Customers as it will become one point solution to customers for all their products & services needs in Nuclear Medicine. The Companys vision is to be a global partner of choice in delivering innovative imaging and radiopharmaceutical solutions especially in the field of Myocardial Perfusion imaging, Infection Imaging, Oncology (Predict, Diagnose, Inform & Treat).

The Company also proposes to set up a centralised Radio pharmacy which will further propel growth for the company and help us not only to provide a strategic advantage over competitors but also to achieve the leadership status in the Nuclear Medicine.

Other subsidiaries as at the year end are as follows:

Clinsys Holdings Inc., USA

Jubilant Pharma Pte. Limited, Singapore

Cadista Holdings Inc., USA

Jubilant Pharma NV, Belgium

HSL Holdings Inc., USA

Cadista Pharmaceuticals (UK) Limited, UK

Jubilant Biosys (Singapore) Pte. Ltd., Singapore

Jubilant Drug Development Pte. Ltd., Singapore

Jubilant Organosys (BVI) Ltd., British Virgin Islands

Jubilant Biosys (BVI) Ltd., British Virgin Islands

Jubilant Organosys International Pte. Limited, Singapore

Colvant Sciences Inc., USA

Draximage Limited, Cyprus

Draximage Limited, Ireland

Deprenyl Inc., USA

DSPI Inc., USA

Draximage LLC, USA

6963196 Canada Inc., Canada

6981364 Canada Inc., Canada

Draximage (UK) Limited, UK

DAHI Animal Health (UK) Limited, UK

DAHI LLC, USA

*Draxis Pharma LLC, USA

*Draxis Pharma Inc., USA

*Hitech Shiksha Limited

* became subsidiary during the year

Particulars required as per Section 212 of The Companies Act, 1956

In terms of the exemption granted by the Government of India vide its letter dated April 22, 2010, from attaching the Directors Reports, Balance Sheets, Profit & Loss Accounts and other particulars of the aforesaid subsidiaries, the same have not been attached to this Report.

Fixed Deposits

No fresh deposits have been accepted by your Company during the year from the public. As on March 31, 2010, your Company had no outstanding Fixed Deposits. There were no overdue deposits. There were, however, 63 unclaimed deposits amounting to ` 9.63 lacs.

Auditors

K. N. Gutgutia & Co., Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. They have confirmed that their re-appointment, if made, shall be within the limits laid down in Section 224 (1B) of the Companies Act, 1956.

Directors

On November 3, 2009, Mr. S. N Singh retired as an Executive Director of the Company. In his association for 28 years, he held different positions in the Company and made remarkable contributions in its evolution and growth.

In accordance with the Articles of Association of the Company, Mr. Shyam S. Bhartia, Mr. Arabinda Ray and Mr. Surendra Singh retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Dr. Inder Mohan Verma and Mr. Shardul S. Shroff were appointed as Additional Directors and hold office upto the ensuing Annual General Meeting.

Dr. Inder Mohan Verma, a professor in the Laboratory of Genetics and American Cancer Society at Salk Institute, California, is one of the worlds leading authorities on the development of viruses for gene therapy vectors. He currently holds the Irwin and Joan Jacobs Chair in Exemplary Science and is also the director of the Laboratory of Genetics.

Mr. Shardul S. Shroff, a Corporate Attorney, has extensive experience in areas of infrastructure, projects & project finance, privatisation and disinvestment, mergers and acquisitions, joint ventures, banking and finance, capital markets and commercial contracts. He is the Managing Partner of reputed law firm, Amarchand & Mangaldas & Suresh A Shroff & Co.

Notices under Section 257 of the Companies Act, 1956 have been received from members, proposing Dr. Inder Mohan Vermas and Mr. Shardul S. Shroffs candidatures as Directors.

Directors Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company, based on the representation received from management, confirm:

that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

that the Directors had 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 on March 31, 2010 and of the profit or loss of the Company for the year ended March 31, 2010.

that the Directors had 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.

that the Directors had prepared the annual accounts on a going concern basis.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, required to be made pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988, is given in Annexure B and forms part of this Report.

Employees

The particulars of employees, as required under Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure C and form part of this Report.

Corporate Governance

A separate section on Corporate Governance is attached to this Report as Annexure D. A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreements with Stock Exchanges is enclosed as Annexure E. A certificate from the Chairman & Managing Director that all Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2010 is attached as Annexure F. CEO/CFO certificate is enclosed as Annexure G.

Management Discussion & Analysis

Notes on Management Discussion & Analysis of the financial position of the Company have been given separately and form part of this Report.

Corporate Sustainability Report

Your Company, being committed to address environmental issues and discharge its corporate social responsibility, is publishing for the eighth year in a row, Corporate Sustainability Report, duly audited by Ernst & Young, and conforming to Global Reporting Initiative Guidelines. The Report is being mailed to all our shareholders.

Risk Management

Your Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, we believe we have a robust risk management strategy in place.

Our senior management team sets the overall tone and risk culture of the organisation through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines. We have laid down procedures to inform Board members about the risk assessment and risk minimisation procedures. As an organisation, we promote strong ethical values and high levels of integrity in all our activities, which in itself is a significant risk mitigator.

With our growth strategy in place, risk management holds a key to the success of our journey of continued competitive sustainability in attaining its desired business objective.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

Human Resource Management

As of March 31, 2010, we had 5,950 employees including those in our Subsidiary companies.

As of March 31, 2010, all of our employees at our manufacturing plants at Samlaya, Nira, Gajraula, Nanjangud, Spokane and Montreal, were members of unions or had collective bargaining capability. We enjoy cordial relations with our employees and there have been no instances of major strikes, lockouts or other disruptive labor disputes.

We provide various benefits to our employees, such as subsidised interest payment on housing loans, housing for certain of our employees at our Gajraula and Nira plants, funding for schools for our employees children, and healthcare coverage. We provide a provident fund for employees retirement. We also provide a superannuation plan for employees above a certain level. The wages and benefits of our unionised employees are generally established by collective bargaining agreements of three-year duration.

We have several initiatives to train and develop employees in building skills and capabilities. The training activities are broadly grouped under five areas with a focus on functional requirements or generic skills enhancements: marketing skills, behavioral skills, information technology, environmental awareness training, health and safety, and manufacturing or technical skills enhancement training.

A detailed note on HR policies is given in the "Management Discussion & Analysis".

Awards and Accolades

During the year 2009-10, the Company won the following:

NDTV Profit Business Leader of the Year 2009 Award as the Best Pharmaceutical Company

PHD Chamber Annual Excellence Award 2009 - for Good Corporate Citizen

Corporate Excellence Award as the best pharma company from Amity University

Industry Excellence Award 2009 from Institute of Engineers India, Kolkata

Best Contract Research Manufacturing Organisation of the Year 2009 Award by Frost and Sullivan.

ET - IMEA 2009 Platinum Award in the Pharmaceutical category given to API facility at Nanjangud by Frost & Sullivan.

Acharya PC Ray Award for Development of Indigenous Technology-4DMAP

Certificate of Appreciation for successful implementation of HIV/AIDS programme from International Labour Organisation (ILO).

Certifications

Your Company follows several externally developed initiatives in the economic, environmental and social areas. Facilities of the Company at Gajraula, Nira, Savli and Nanjangud are ISO 9001:2000 certified for Quality Management System. These manufacturing facilities are also ISO 14001 certified for Environmental Management System. For Occupational Health and Safety at work place, the manufacturing facilities are also ce rtified to OHSAS 18001.The locations of Gajraula, Nira and Savli are certified for Integrated Management System (IMS).

Dosage Forms facility at Roorkee follows Good Manufacturing Practices (GMP) as per World Health Organisation (WHO) specifications in manufacturing and testing of pharmaceutical products and hence has been granted WHO GMP certificate by the Drug Licensing and Controlling Authority, Uttarakhand. The facility is also approved by UK-MHRA (UK- Medicines and Healthcare Products Regulatory Agency) to export drugs in European Market.

Nanjangud plant has got US FDA (United States Food & Drug Administration) approval for exporting certain products in US market, AFSSAPS (Agence Francaise de Securite Sanitaire des Produits de Sante -The French Health Products Safety Agency) and GMP approval for certain products and PMDA (Pharmaceuticals and Medical Devices Agency, Japan) for exporting Risperidone HCl into the Japanese market.

Investor Services

In its endeavor to improve investor services, your Company has taken the following initiatives:

With a view to communicating on a real time basis, your Company has been e-mailing to the shareholders, quarterly financial results, press releases and other similar communications soon after they are sent to the stock exchanges.

For effective communication with shareholders, during the year, the Company also started emailing Annual Report, Corporate Sustainability Report and Notice of Annual General Meeting to shareholders on their email IDs as available, in addition to statutory physical mailing.

The Investor Section on the website of the Company www.jubl.com has been revamped and enlarged and is more user friendly now.

A dedicated e-mail ID viz. investors@jubl.com for sending communications to the Company Secretary has been made effective. Members may lodge their complaints or suggestions on this e-mail as well.

The Company has been mailing feedback forms to investors, annually, so as to bring about improvement in service level based on responses received. The Company has also placed an online Investor Feedback Form on its website www.jubl.com under the sub-head "Forms" under the head "Investors". This form can be submitted electronically.

Acknowledgments

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Private Equity Investors, Financial Institutions, Banks/other lenders, Depositors, Customers, Vendors and other business associates for their confidence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of your Companys employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

Shyam S. Bhartia Chairman & Managing Director

Place : Noida Date : May 10, 2010

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