Home  »  Company  »  Piramal Enterprises  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Piramal Enterprises Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting their 69th Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31,2016.

PERFORMANCE HIGHLIGHTS (STANDALONE)

(Rs. in Crores)

Particulars FY2016 FY2015

Revenue from operations 3,516.53 2,401.41

Other Income 305.38 250.18

Total Revenue 3,821.91 2,651.59

R&D Expenses 60.82 183.12

Other Expenses 1,988.06 1,773.63

EBIDTA excluding FOREX impact 1,773.03 694.84

Foreign Exchange Gain/(Loss) 119.71 48.41

EBIDTA 1,892.74 743.25

% margin 49.52 28.03

Less:

Finance Costs 792.21 306.91

Depreciation 79.62 88.84

Profit before tax and Exceptional Income 1,020.91 347.50

Add: Exceptional Income /(Expenses) -(Net) 70.19 298.88

Profit before Tax 1,091.10 646.38

Less:

Income Tax provision 29.95 273.64

Current 29.95 273.61

Deferred 0.00 0.03

Profit for the year 1,061.15 372.74

% margin 27.76 14.06

Add:

Profit brought forward from previous year 3,104.15 3,182.64

Credited on Merger - 27.23

Depreciation charged to Reserves - (7.65)

Profit available for appropriation 4,165.30 3,574.96

Appropriation:

Proposed dividend

- Equity Shares - 345.13

- Dividend Distribution Tax thereon - 70.26

Interim dividend

Equity Shares 301.99 -

- Dividend Distribution Tax thereon 61.48 -

Transfer to Debenture Redemption Reserve 438.58 55.42

Balance carried to Balance Sheet 3,363.25 3,104.15

Earnings Per Share (Basic/Diluted) (Rs.) 61.49 21.60

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

DIVIDEND

The Company paid an interim dividend of Rs. 17.50 per equity share i.e. (3.875% on 17,25,63,100 equity shares having face value of Rs. 2 each in the month of March, 2016 to all its members as on the record date March 19,2016 for the financial year 2016.

The total cash outflow on account of dividend payment including dividend distribution tax thereon was Rs. 363.47 Crores (FY2015 Rs. 415.39 Crores).

It is proposed that this interim dividend be declared as final dividend for the Financial Year ended March 31,2016.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, companies listed in Annexure A to this Report have become or ceased to become subsidiaries, joint ventures or associate companies.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies (herein collectively referred to as "Group Companies'') in Form AOC1 is attached to the Accounts. The separate audited financial statements of the Group Companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting.

Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements of the Group Companies are also available on the website of your Company at http://www.piramal.eom/investors/financial-reports#parentVerticalTab2.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2016 Sale of Piramal Clinical Research

In April 2015, the Company sold its clinical research division known as ''Piramal Clinical Research'' (formerly known as Wellquest), to Indoco Remedies Limited.

Acquisition of Healthcare Business Insights (HBI)

In May 2015, the Company''s wholly owned subsidiary in the US, Decision Resources Inc., which is engaged in the Information Management business, acquired HBI, a trusted provider of best practice research, training and services to more than 1,400 hospitals across the US. This acquisition marked the Company''s entry into the provider space.

Entered into a co-promotion agreement with Cumberland Pharmaceuticals Inc.

In November 2015, the Company''s wholly owned subsidiary, Piramal Critical Care Inc., entered into a co-promotion agreement with Cumberland Pharmaceuticals Inc., a specialty pharmaceutical company focused on hospital acute care and gastroenterology, for two of Cumberland''s branded hospital products, Caldolor® and Vaprisol® in the United States.

Acquisition of baby-care brand "Little''s"

In November 2015, the Company acquired baby-care brand "Little''s", which includes the entire product range across six categories. Little''s is present across a wide range of products including feeding bottles, skin- care, grooming accessories, apparels and toys for babies.

Acquisition of five trademark rights for India

In December 2015, the Company acquired five trademark rights for India from Organon India Pvt. Ltd. and MSD BV. The main brands acquired through this acquisition are Naturolax, Lactobacil and Farizym brands. With this acquisition, PEL intends to expand in the Gastro-lntestinal (GO segment through the over-the-counter (OTC) route.

Sale of Canada-based cartilage repair product, BST-CarGel®

In January 2016, the Company sold its Canada-based cartilage repair product, BST-CarGel® to Smith & Nephew, the global medical technology business.

Launch of''Stop AllerG''

In January 2016, the Company launched "Stop AllerG'', an anti-allergy OTC brand. Stop AllerG is a non-drowsy formulation, which provides relief in minutes, from the symptoms of allergy.

Acquisition of Adaptive Software

In February 2016, the Company''s wholly owned subsidiary in the US, Decision Resources Inc., which is engaged in the Information Management business, acquired Adaptive Software, developers of market-leading pharmacy benefit and formulary management software platforms. This acquisition marked the Company''s entry into Payer Market.

Launch of Benzocaine based throat spray- ThroatsM''

In March 2016, the Company launched India''s first ever Benzocaine based throat spray-Throatsil'', a sore throat pain relief product. It has been launched in two markets of Southern India namely-Chennai and Coimbatore.

OPERATIONS REVIEW

Total income from operations on a standalone basis for the year grew by 46.4% to Rs. 3,516.53 Crores as compared with Rs. 2,401.41 Crores in FY2015. Profit before interest, depreciation and tax (PBITDA) for FY2016 on a standalone basis grew by 154.7% to Rs. 1,892.74 Crores as compared with Rs. 743.25 Crores in FY2015. Growth in PBIDTA was driven by strong revenue performance across most of the businesses. Net profit for the year was Rs. 1,061.15 Crores as compared with Rs. 372.74 Crores in FY2015. Earnings per share were Rs. 61.49 for the year as compared with Rs. 21.60 per share during the previous year.

A detailed discussion of operations for the year ended March 31, 2016 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

RESEARCH & DEVELOPMENT

During FY2016, the Company through its marketing partner received approval for the commercial production and market supply of Neuraceq™ (florbetaben F18 injection) in Korea. In addition to the doses which are sold in Germany, France, Austria, Spain, Netherlands, Poland, Czech Republic, United Kingdom, Belgium and Italy, sales of Neuraceq™ showed an upward trend mainly on account of Imaging Dementia - Evidence for Amyloid Scanning (IDEAS) trial supply in USA and various supply agreements signed with pharmaceutical companies developing disease-modifying drug for Alzheimer''s disease.

SUBSIDIARY COMPANIES Piramal Healthcare Inc.

Piramal Healthcare Inc. includes financials of its wholly owned subsidiaries Decision Resources Group (upto December 2015), Piramal Critical Care Inc, Piramal Pharma Inc. and Coldstream Laboratories Inc. Net sales of Piramal Healthcare Inc. for FY2016 were at Rs. 1,808.7 Crores. Profit before interest, depreciation and tax for the year was at Rs. 374.4 Crores. Piramal Healthcare Inc. reported a net profit of Rs. 26.9 Crores for the year.

DRG Holdco Inc.

DRG Holdco Inc. includes financials of its wholly owned subsidiaries Piramal IPP Holdings LLC and the Decision Resources Group (from December 2015). Net sales of DRG Holdco Inc. for FY2016 were at Rs. 262.4 Crores. Loss before interest, depreciation and tax for the year was at Rs. 16.7 Crores. DRG Holdco Inc. reported a net loss of Rs. 122.6 Crores for the year.

Piramal Healthcare UK Limited

Net sales of Piramal Healthcare UK Limited for FY2016 were at Rs. 742.4 Crores. Profit before interest, depreciation and tax for the year was at Rs. 76.9 Crores. Piramal Healthcare UK Limited reported a net profit of Rs. 28.2 Crores for the year.

Piramal Healthcare (Canada) Limited

Net sales of Piramal Healthcare (Canada) Limited for FY2016 were at Rs. 164.2 Crores. Profit before interest, depreciation and tax for the year was at Rs. 47.1 Crores. Piramal Healthcare (Canada) Limited reported a net profit of Rs. 35.8 Crores for the year.

Piramal Critical Care Italia SPA

Net sales of Piramal Critical Care Italia SPA for FY2016 were at Rs. 23.3 Crores. Loss before interest, depreciation and tax for the year was at Rs. 5.2 Crores. Piramal Critical Care Italia SPA reported a net loss of Rs. 23.1 Crores for the year.

Piramal Imaging SA

Piramal Imaging SA includes financials of its wholly-owned subsidiaries Piramal Imaging GmBh and Piramal Imaging Limited. Net sales of Piramal Imaging SA for FY2016 were at Rs. 15.2 Crores. Loss before interest, depreciation and tax for the year was at Rs. 178.6 Crores. Piramal Imaging SA reported a net loss of Rs. 254.1 Crores for the year.

Piramal Finance Private Limited

Income from operations of Piramal Finance Private Limited for FY2016 was at Rs. 136.1 Crores. Profit before depreciation and tax for the year was at Rs. 86.5 Crores. Piramal Finance Private Limited reported a net profit of Rs. 37.2 Crores for the year.

Piramal Fund Management Private Limited

Piramal Fund Management Private Limited includes financials of Indiareit Investment Management Co. and Piramal Asset Management Private Limited. Income from operations for FY2016 was at Rs. 88.1 Crores. Profit before depreciation and tax for the year was at Rs. 26.0 Crores. Piramal Fund Management Private Limited reported a net profit ofRs. 9.7 Crores for the year.

Convergence Chemicals Private Limited

Convergence Chemicals Private Limited is a 51:49 Joint Venture, between PEL and Navin Fluorine International Limited, for developing manufacturing and selling speciality fluorochemicaIs. Convergence Chemicals Private Limited was incorporated last year and reported a net loss ofRs. 0.7 Crores during FY2016.

JOINT VENTURES AND ASSOCIATE COMPANIES

Allergan India Private Limited (AIL) is a 51:49 Joint Venture, between Allergan Pharmaceuticals (Ireland) Ltd Inc and PEL, for ophthalmic products. Total FY2016 revenues of AIL were Rs. 337.3 Crores. Profit before interest, depreciation and tax for the year was at Rs. 115.1 Crores. AIL reported a net profit of Rs. 73.1 Crores for the year.

Shrilekha Financial Services is a partnership firm jointly owned by PEL (74.95%) and Shriram Ownership Trust. During FY2015, PEL has acquired an effective 20% equity stake in Shriram Capital Limited for an aggregate consideration of Rs. 2,146.2 Crores. PEL''S share of profit/loss of associates include share of profit of Shriram Capital Limited amounting to Rs. 153.0 Crores.

Piramal Enterprises Limited (directly or through its subsidiaries) had acquired 27.83% stake in Bluebird Aero Systems Ltd, Israel for a consideration of USD7 million in 2012. Profits of Rs. 6.3 Crores have been considered for consolidation in the year ended March 31, 2016.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

Entered an agreement to acquire four brands from Pfizer Limited

In May 2016, the Company entered into an agreement to acquire four brands from Pfizer Limited. The acquisition includes brands namely: Ferradol, Neko, Sloan''s and Waterbur/s Compound. Additionally the agreement also includes the trademark rights for Ferradol and Waterbur/s Compound in Bangladesh and Sri Lanka.

DEPOSITS

Your Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

STATUTORY AUDITORS AND AUDITOR''S REPORT

In accordance with Section 139 of the Companies Act, 2013, M/s Price Waterhouse, Chartered Accountants, were re-appointed by the shareholders of the Company at the Annual General Meeting held on July 25,2014, as Statutory Auditors for a period of 3 years to hold office until the conclusion of the 70th Annual General Meeting of the Company in calendar year2017.

In accordance with the provisions of Section 139,142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Statutory Auditors is required to be ratified by the shareholders at every Annual General Meeting during their tenure.

M/s Price Waterhouse, Chartered Accountants, have confirmed that they are eligible for having their appointment as Statutory Auditors ratified at this Annual General Meeting (AGM). Accordingly, approval of shareholders is being sought at this AGM for ratification of their appointment.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31,2016 except in respect of fraud on the Company committed by an erstwhile employee resulting in losses to the Company amounting Rs. 3.18 Crores in the current year, for which Management has taken appropriate remedial measures. The statements made by the Auditors in their Report are self-explanatory and do not call for any further comments.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY2016 is enclosed as Annexure B.

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

Particulars regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo are given as Annexure C to this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual return in Form MGT-9 is annexed herewith as Annexure D.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Amit Chandra, Independent Director, stepped down as a Director of the Company with effect from December 21,2015, in view of his other professional commitments. The Company places on record its appreciation and gratitude for the invaluable contributions made by Mr. Chandra during his tenure as a member of the Board of Directors.

There were no other changes in Directors or Key Managerial Personnel.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b)of the Listing Regulations.

In accordance with the provisions of the Companies Act, 2013, Dr. (Mrs J Swati A. Piramal retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year seven Board meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/Whistle Blower policy are posted on the website of the Company and the weblink to the same is http://www.piramal.com/investors/policies-codes.

AUDIT & RISK COMMITTEE

The Audit & Risk Committee comprises three members, all of whom are independent directors.

1. Mr. N.Vaghul-Chairman

2. Mr. Keki Dadiseth

3. Dr. R.A. Mashelkar

Further details on the Audit & Risk Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination Policy and the Remuneration Policy are given In Annexure E.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Reference may be made to Note nos. 14 and 20 of the financial statements for loans to bodies corporate and to Note no. 22(A)(2) for guarantees provided by the Company.

As regards details of Investments in bodies corporate, details of the same are given in Note nos. 13 and 16 of the financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which were not on arm''s length basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

Your Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at http://www.piramal.com/investors/policies-codes.

MANAGERIAL REMUNERATION

A) Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY2016, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY2016 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

ii. The median remuneration of employees of the Company during FY2016 was Rs. 5,21,766;

iii. In the financial year, there was an increase of 8.2% in the median remuneration of employees;

iv. There were 3,783 permanent employees on the rolls of the Company as on March 31, 2016.

v. Relationship between average increase in remuneration and Company''s performance:

The increase in median remuneration of employees was 8.2%. As regards Company''s performance, its Profit after Tax for the current FY2015-16 was Rs. 1,061.15 Crores as against Profit of Rs. 372.74 Crores for the FY2014-15.

Remuneration to Employees is as per the HR Policy of the Company in force from time to time and in compliance with applicable regulatory requirements. Total remuneration comprises fixed pay, perquisites, retiral benefits and performance pay. Key Managerial Personnel and Senior Management are also provided Employee Stock Options (ESOPs) by the ESOP Trust. Performance Pay, which is the variable component of remuneration and comprises a significant portion of total remuneration is, amongst other factors, linked to Company''s performance.

vi. (a) Variations in the market capitalisation of the Company

The market capitalisation as on March 31,2016 was Rs. 17,885 Crores (Rs. 15,029 Crores as on March 31,2015).

(b) Price Earnings Ratio of the Company was 16.86 as at March 31, 2016 and was 40.32 as at March 31,2015.

vii. Percent increase over/decrease in the market quotations of the shares of the Company as compared to the price at which the last public offer was made

The last offer of shares to the public was made in August 2005, which was the Rights Issue of 19,001,601 equity shares of Rs. 2 each at a price of Rs. 175 per share. As against this, the average closing price of the Company''s equity shares on the National Stock Exchange for FY201 6 was Rs. 941.18.

viii. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. FY201 6 was 9.6%. As regards comparison of Managerial Remuneration of FY2016 over FY2015, details of the same are given in the above table at sr. no. (i).

ix. Key parameters for the variable component of remuneration availed by Directors

The variable component of remuneration for Executive Directors are determined on the basis of several criteria including their individual performance as measured by achievement of their respective Key Result Areas (KRAs), strategic initiatives taken and being implemented, their respective roles in the organisation, fulfillment of their responsibilities and performance of the Company. This is in accordance with the Company''s Remuneration Policy.

x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable.

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

B) Employee Particulars

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement forming part of this Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on your Company''s website, the weblink to which is http://www.pirarrial.coiTi/investors/financial-reports#parent VerticalTab2.

I) None of the Whole-Time Directors received any commission nor any remuneration from any of the Company''s subsidiaries.

II) The following details are given in the Report on Corporate Governance forming part of this Annual Report:

(i) all elements of remuneration package of all the directors;

(ii) details of fixed component and performance linked incentives of Whole-Time Directors along with the performance criteria;

(iii) service contracts, notice period, severance fees of Whole-Time Directors;

(iv) stock option details of Whole-Time Director.

III) Requisite details relating to ESOPs are available on your Company''s website, the weblink to which is http://www.pirarrial.coiTi/investors/financial-reports#parent VerticalTab2

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed M/s. N.L Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure F and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation oradverse remark.

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite Certificate from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed hereto as Annexure G and forms part of this Report.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

DIRECTORS* RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31,2016, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2016 and of the profit of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual financial statements on a going concern basis;

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

(f) 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.

COST AUDIT

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 31,2017. They were also the cost auditors for the previous year ended March 31,2016. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31,2017.

OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The details relating to deposits, covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Chairman

Mumbai May 16, 2016


Mar 31, 2014

Dear Shareholders,

The take pleasure in presenting the 67th Annual Report and Audited Accounts for the year ended March 31, 2014. PERFORMANCE HIGHLIGHTS: (Standalone)

(Rs. in Crores)

Particulars FY 2013-14 FY 2012-13

Operating income 1,843.1 1,401.3

Income from Investments 249.9 216.8

Total Operating Income 2,093.0 1,618.1

R&D Expenses 240.1 237.1

Other Expenses 1,539.0 1,292.2

OPBIDTA excluding FOREX impact 313.9 88.8

Foreign Exchange Gain / (Loss) 179.3 159.2

OPBIDTA 493.2 248.0

% margin 23.6% 15.3%

Non-operating other income 7.6 1.9

EBIDTA 500.8 249.9

% margin 23.9% 15.4%

Less:

Finance Costs 812.6 420.0

Depreciation 76.2 77.8

Profit / (Loss) before tax and exceptional income (388.0) (247.9)

Add : Exceptional Income 18.0 -

Profit / (Loss) before tax (370.0) (247.9)

Less:

Income Tax provision - (16.3)

— Current - 84.2

— Deferred - (100.5)

Profit / (Loss) for the year (370.0) (231.6)

%margin (17.7%) (14.3%)

Add:

Profit brought forward from previous year 4,612.5 5,197.4

Profit available for appropriation 4,242.5 4,965.8

Appropriation: Proposed dividend

— Equity Shares 906.0 302.0

— Dividend Distribution Tax thereon 154.0 51.3

Transfer to General Reserve - -

Transfer to Debenture Redemption Reserve - -

Balance carried to Balance Sheet 3,182.5 4,612.5

Earnings Per Share (Basic/Diluted) (Rs.) (21.4) (13.4)

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification/ disclosure.

DIVIDEND:

The Board has recommended an Equity Dividend of Rs. 52.50 per equity share of Rs. 2 for the financial year ended March 31, 2014, which comprises the following:

a) Ordinary Dividend at Rs. 17.50 per equity share, which is equivalent to the dividend declared for the last financial year ended March 31, 2013; and

b) One-time special dividend of Rs. 35 per equity share;

The above dividend of Rs. 52.50 per equity share will be paid to eligible members during the period from July 26, 2014 and July 30, 2014 after the approval by the members at the forthcoming Annual General Meeting (''AGM'').

The total cash outflow on account of dividend payments, including distribution tax, will be Rs. 1060.0 crore (FY2013Rs.353.3 crores).

The Board recommends the above dividend for declaration by the members.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2014:

Strategic partnership with the Shriram Group

In May 2013, a long term association was entered into with the Shriram Group with the acquisition of -10% stake in Shriram Transport Finance Company Limited, the Group''s listed NBFC, for Rs. 1,636 crores.

Approval and marketing authorization for Neuraceq™

Diagnostic imaging agent, Neuraceq™ (florbetaben F18) received approval from the U.S. Food and Drug Administration (FDA) in March 2014 and from the European Commission in February 2014. With this approval, Neuraceq™ can be marketed in the U.S. and in all countries of the European EconomicArea (EEA). Florbetaben, a 2012 acquisition, is a PET tracer for the detection of beta-Amyloid plaque deposition in the brain.

Alliances with CPPIB Credit Investments Inc. and IIFL

The Company partnered with CPPIB Credit Investments Inc., a wholly-owned subsidiary of Canada Pension Plan Investment Board (CPPIB) for providing rupee debt financing to urban residential projects across India. Both parties have initially committed US$ 250 million each for this purpose.

Another strategic partnership was entered into with India Infoline Limited (IIFL) for investment advisory services. The first IIFL vehicle advised - ''IIFL Income Opportunities Fund Series - Special Situations'', was closed at Rs. 750 crores in March 2014.

Investment of Rs. 500 crores in Green Infra Limited

In April 2013, the Company invested Rs. 500 crores in Optionally Convertible Debentures of the renewable energy producer, Green Infra Limited. With this, the total structured investments made by the Company aggregated to Rs. 925 crores.

Acquisition of consumer product brand - Caladryl

In October 2013, the Company acquired an anti pruritic brand, ''Caladryl'', from Valeant Pharmaceuticals International Inc. This product, known for dermatosis application for minor skin irritations, was acquired to widen the Company''s consumer products portfolio in the skin care segment.

Merger of PHL Holdings Private Limited into PEL

On May 10, 2013, the Hon''ble High Court of Judicature at Bombay sanctioned the Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited (''PHPL'') and Piramal Enterprises Limited (''Company''). In terms of this Scheme, 8,40,92,879 equity shares of the Company that were held by PHPL were cancelled with consequential reduction in share capital and an equivalent number of shares (i.e. 8,40,92,879 equity shares) of the Company, credited as fully paid up, were allotted to the shareholders of PHPL. The total share capital of the Company pre and post this Scheme therefore remained unchanged. Further, there has been no impact on the financials of the Company. The asset and liability position of the Company has remained unchanged. Also, all costs, charges, taxes including duties, levies and all other expenses, arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto are borne by PHPL/ its shareholder, as provided under the Scheme, and not by PEL.

OPERATIONS REVIEW:

Total operating income on a standalone basis for the year grew by 29.4% to Rs. 2,093.0 crores as against Rs. 1,618.1 crores in FY2013. EBITDA for FY2014 on a standalone basis grew by 100.4% to Rs. 500.8 crores from Rs. 249.9 crores in FY2013. Growth in EBIDTAwas driven by higher revenues in the current year. Loss for the year was Rs. 370.0 crores as against a loss of Rs. 231.6 crores in FY2013. This is on account of an increase of 93.5% in finance costs due to increase in loans taken to expand the financial services businesses. The finance costs also include one time charges of Rs. 178 crores on discounting of receivables from Abbott. Earnings per share were Rs. (21.4) for the year.

A detailed discussion of operations for the year ended March 31, 2014 is given in the Management Discussion and Analysis section.

RESEARCH & DEVELOPMENT:

The Company''s R&D efforts are focused in the areas of oncology and metabolic disorders. In May 2013, the Investigational New Drug (IND) P11187 was approved by the U.S. FDA, enabling initiation of Phase I trials. In August 2013, U.S. FDA approval was also received for P7435, a DGAT1 inhibitor that addresses multiple aspects of metabolic syndrome. Phase I trials have commenced for both these candidates. The company continues to make progress with the active Phase I trials in Oncology for P1446 and P7170. The R&D facility located in Mumbai received OECD GLP approval in March 2014. The Company has a pipeline of drugs in various stages of clinical trials and a discovery portfolio. There is a system for ongoing review to enable appropriate investment decision making.

Neuraceq™ (florbetaben F18) received approval from the U.S. FDA in March 2014 and the European Commission in February 2014. Neuraceq™ can now be marketed in the U.S. and all the countries in the European Economic Area (EEA).

BST-CarGel® received European regulatory approval in FY2013 and was commercially launched in a number of major countries in Europe. The process for getting the product included in the insurance reimbursement list has been initiated. BST-CarGel® is an EU class III medical device that enhances cartilage regeneration.

SUBSIDIARY COMPANIES:

Piramal Healthcare Inc.

Piramal Healthcare Inc. includes financials of its wholly-owned subsidiaries DRG, Piramal Critical Care Inc. and Piramal Pharma Inc. Net sales for FY2014 were at Rs. 1,506.7 crores. Operating profit for the year was at Rs. 309.6 Crores. Piramal Healthcare Inc. reported a net loss of Rs. 55.8 crores for the year.

Piramal Healthcare UK Limited

Net sales of Piramal Healthcare UK Limited for FY2014 were at Rs. 576.3 crores. Operating loss for the year was at Rs. 10.9 crores. Piramal Healthcare UK Limited reported a net loss of Rs. 54.4 crores for the year.

Piramal Healthcare (Canada) Limited

Net sales of Piramal Healthcare (Canada) Limited for FY2014 were at Rs. 136.7 crores. Operating loss for the year was at Rs. 19.5 crores. Piramal Healthcare (Canada) Limited reported a net loss of Rs. 36.5 crores for the year.

Piramal Critical Care Italia SPA

Net sales of Piramal Critical Care Italia SPA for FY2014 were at Rs. 28.0 crores. Operating loss for the year was at Rs. 2.7 crores. Piramal Critical Care Italia SPA reported a net loss of Rs. 6.6 crores for the year.

Piramal Imaging SA

Net sales of Piramal Imaging SA for FY2014 were at Rs. 3.2 crores. Operating loss for the year was at Rs. 76.7 crores. Piramal Imaging SA reported a net loss of Rs. 99.1 crores for the year.

Piramal Pharmaceutical Development Services Pvt. Ltd.

Piramal Pharmaceutical Development Services Pvt. Ltd. includes financials of its wholly-owned subsidiary Oxygen Bio Research Pvt. Ltd. Net sales for FY2014 were at Rs. 86.0 crores. Operating profit for the year was at Rs. 23.2 crores. Piramal Pharmaceutical Development Services Pvt. Ltd. reported a net profit of Rs. 3.9 crores for the year.

Piramal Finance Private Limited (Formerly known as PHL Finance Private Limited)

Revenue of Piramal Finance Private Limited for FY2014 was at Rs. 165.7 crores. Operating profit for the year was at Rs. 75.6 crores. Piramal Finance Private Limited reported a net profit of Rs. 48.6 crores for the year.

Piramal Fund Management Private Limited (Formerly known as Indiareit Fund Advisors Private Limited)

Piramal Fund Management Private Limited includes financials of Indiareit Investment Management Co. and Indiareit Asset Management Private Limited. Revenue for FY2014 was at Rs. 80.1 crores. Operating profit for the year was at Rs. 20.3 crores. Piramal Fund Management Private Limited reported a net profit of Rs. 16.3 crores for the year.

Accounts of Subsidiary Companies

The Ministry of Corporate Affairs has vide its circular dated February 8, 2011 issued directions under section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching to their Balance Sheets, the Accounts and other documents of their subsidiaries, subject to fulfilment of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the Accounts and other documents of the Company''s subsidiaries are not attached to the Balance Sheet of the Company. The Consolidated Financial Statements of the Company, which include the results of its subsidiaries, are included in this Annual Report. Further, a statement containing the relevant particulars prescribed under the terms of the general exemption, for the Company''s subsidiaries, is enclosed in this Annual Report. The Annual Accounts of the Company''s subsidiaries and the related detailed information can also be sought by any shareholder of the Company or its subsidiaries by making a written request to the Company Secretary at the Registered Office of the Company. The Annual Accounts of the Company''s subsidiaries are also available for inspection for any shareholder at the Company''s and/or the concerned subsidiary''s registered office.

JOINT VENTURE:

Allergan India Limited (AIL) is a 51:49 Joint Venture for ophthalmic products between Allergan Pharmaceuticals (Ireland) Ltd. Inc. and PEL. Total FY2014 revenues of AIL were Rs. 242.1 crores as againstRs. 205.5 crores for FY2013. Operating profit for the year was at Rs. 38.0 crores. AIL reported a net profit of Rs. 23.8 crores for the year.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE:

Sale of the investment in Vodafone India Limited

In April 2014, the Company sold its 11% stake in Vodafone India Limited to Prime Metals Ltd, an indirect subsidiary of Vodafone Group Pic, for Rs. 8,900 crores. The Company had acquired this stake for Rs. 5,864 crores in FY2012.

Further investment in the Shriram Group

In April 2014, the Company acquired an effective 20% stake in Shriram Capital Limited, the holding company for the Shriram Group''s financial services and insurance businesses for Rs. 2,014 crores. The Company has also agreed to acquire a 9.9% stake in the retail sector focused NBFC of the Shriram Group, Shriram City Union Finance Limited for a consideration ofRs. 790 crores.

Sales and distribution agreement for OTC brand ''Equal''

In April 2014, the Company signed an exclusive sales & distribution agreement for the Indian market with Merisant for its artificial sweetner, ''Equal''.

Merger of step-down wholly-owned subsidiaries with the Company

With a view to eliminate additional layers of subsidiaries, simplify the Group structure and avail resultant synergies, the Board on May 5, 2014, approved the Scheme of Amalgamation between Piramal Pharmaceutical Development Services Private Limited ("PPDSPL") and Oxygen Bio Research Private Limited ("02H") and PHL Capital Private Limited ("PHL Cap") with Piramal Enterprises Limited ("Company"). The Appointed Date of the Scheme is April 1, 2014. Since the merger is of wholly-owned step- down subsidiaries, no shares are proposed to be issued pursuant to the merger. This scheme is subject to requisite approvals including under the Listing Agreement and by the Hon''ble High Courts.

This amalgamation will also facilitate improvement in the customer perception as ONE PIRAMAL as customers will not be required to deal with different legal entities. The merger will also improve organisational capability arising from the pooling of human capital that has diverse skills, talent and vast experience with respect to manufacturing and research and development, if all the manufacturing facilities are housed under PEL.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which provides protection to all its assets against loss from unauthorized use and for correct recording and reporting of transactions. The internal control systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

HUMAN RESOURCES:

Employees are vital to the Company. Afavorable work environment has been created that encourages innovation and meritocracy. The Company had a staff strength of 3,008 employees (FY2013: 2,976 employees) as at March 31, 2014.

Function 31.03.2014 31.03.2013 Change

Field 426 508 -82

R&D 505 526 -21

Others 2,077 1,942 135

Total 3,008 2,976 32

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Office of the Company. The statement is also available for inspection at the registered office of the Company during working hours up to the date of the AGM.

Stock Options disclosures pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given as Annexure III to this Report.

COST AUDIT:

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 31, 2015. They were also the cost auditors for the previous year ended March 31, 2014. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2015.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Reports for the financial year ended March 31, 2013 were filed on August 28, 2013.

The Cost Audit Reports for the financial year ended March 31, 2014 will be filed within the prescribed period.

SECRETARIAL AUDIT:

As a measure of good corporate governance practice and as recommended by the MCA Corporate Governance Voluntary Guidelines, 2009, the Company has voluntarily subjected itself to a secretarial audit for FY2014, which was carried out by M/s. N.L. Bhatia & Associates, Practicing Company Secretaries. The secretarial audit report forms part of this annual report.

The said secretarial audit report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956 and Companies Act, 2013, to the extent notified and Rules made there under, Listing Agreements with the Stock Exchanges and the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

ENVIRONMENT, HEALTH AND SAFETY (EHS):

The Company''s (''PEL'') commitment towards the implementation of best EHS practices can be observed in the Corporate EHS policy, which has been posted on the Company''s website. The policies and practices exemplified in the said policy are uniformly applicable for all the PEL sites. This is aimed at not only achieving compliance with applicable regulations in the field of EHS but also bringing uniformity of EHS framework and practices across all the sites.

EHS consideration in different aspects of business at PEL begins at the concept and design stage itself. Processes are designed and carried out in an environment friendly manner with maximum resource utilisation and generation of least amount of waste.

ENVIRONMENT:

The environmental performance of all sites is evaluated on a monthly basis by the Corporate EHS team. Each site team monitors its environmental parameters like water consumption, effluent generation, solid and hazardous waste generation, disposal methods and quantities, etc. and a thorough discussion is carried out on the implementation of the most environmental friendly and cost effective strategy.

Considering the global consideration of Greenhouse Gas (GHG) related global warming, PEL has been monitoring its GHG emission for the past four years and implementing strategies to minimise its GHG emissions. Last year the EHS team of PEL implemented a tree census program as a part of its carbon offsetting program to minimise the GHG emissions. It was a unique and challenging activity aimed at assessing the carbon sequestering capability of the green belt existing on our plant sites in India. The C02 emission calculation is based on internationally recognised GHG protocol.

OCCUPATIONAL HEALTH AND SAFETY:

At PEL, Safety is accorded the highest priority for business. All activities in the Company are carried out with the aim of completing it without a single incident or accident at site. Zero tolerance towards safety incidents is a norm at PEL. Regular plant inspections and audits are carried out to ensure that best Safety practices are implemented at all the sites. Most of the sites at PEL have implemented the Safety Management System and are certified for OHSAS 18001.

The highlight of 2013-14 was receiving the British Safety Council Five Star Award for our manufacturing facility at Digwal, Andhra Pradesh. The site achieved a cumulative score of 96.5 out of 100. The minimum score required for Five Star award was 95.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 we hereby state:

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

b) 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 at March 31, 2014 and its loss for the year ended on that date;

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

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

DIRECTORS:

Mr. Vijay Shah retires by rotation at the ensuing Annual General Meeting ("AGM") and is eligible for re-appointment, which the Board recommends.

In terms of the Companies Act, 2013 (''Act'') Independent Directors are required to be excluded while computing the number of directors to retire by rotation. Accordingly, it is proposed to change the terms of office of Dr. (Mrs.) Swati A. Piramal and Ms. Nandini Piramal from non-retiring to retiring by rotation.

As of the date of this Report, Mr. N. Vaghul, Mr. Keki Dadiseth, Dr. R.A. Mashelkar, Mr. S. Ramadorai, Mr. Deepak Satwalekar, Mr. Amit Chandra, Prof. Goverdhan Mehta, Mr. Gautam Banerjee and Mr. Siddharth Mehta are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act 1956 as Directors liable to retire by rotation. In order to give effect to the applicable provisions of sections 149 and 152 of the Act, it is proposed that these Directors be appointed as Independent Directors, to hold office for five consecutive years, for a term up to March 31, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure I to this Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as Annexure II and forms part of this report.

AUDITORS:

M/s. Price Waterhouse hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company for a period of three consecutive years commencing from the conclusion of this Annual General Meeting, until the conclusion of the 70th Annual General Meeting of the Company in the calendar year 2017.

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our strategic alliances and joint venture partners, banks, business associates and our shareholders for their continued support to the Company.

By Order of the Board

Mumbai Ajay G. Piramal

May 5, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The take pleasure in presenting the 66th Annual Report and Audited Accounts for the Year ended March 31, 2013.

PERFORMANCE HIGHLIGHTS: (Standalone)

(Rs. in Crores)

Particulars FY 2012-13 FY 2011-12

Operating income 1,403.2 1,153.5

Income from Investments 216.8 254.7

Total Operating Income 1,620.0 1,408.2

R&D Expenses 237.1 167.9

Other Expenses 1,292.2 1,122.5

EBIDTA excluding FOREX impact 90.7 117.8

Foreign Exchange Gain / (Loss) 159.2 279.7

EBIDTA 249.9 397.5

% margin 15.4% 28.3%

Less: Interest Expenses 420.0 199.9

Depreciation 77.8 76.4

Profit before tax (247.9) 121.2

Less: Income Tax provision (16.3) (9.5)

— Current 84.2 22.5

— Deferred (100.5) 8.2

— MAT Credit Entitlement - (40.2)

Profit / (Loss) after tax (231.6) 130.7

% margin (14.3%) 9.3%

Add:

Profit brought forward from previous year 5,197.4 5,768.3

Profit available for appropriation 4,965.9 5,899.0

Appropriation:

Proposed dividend

— Equity Shares 302.0 302.0

— Dividend Distribution Tax thereon 51.3 49.0

Transfer to General Reserve - 13.1

Transfer to Debenture Redemption Reserve - 7.5

Balance carried to Balance Sheet 4,612.6 5,197.4

Earnings Per Share (Basic / Diluted) (Rs.) (13.4) 7.7

DIVIDEND:

The Board has recommended Equity Dividend atRs. 17.50 per equity share of Rs. 2 (i.e. 875%).

The above dividend will be paid to eligible members after the approval by the members at the forthcoming Annual General Meeting (''AGM''), during the period from July 26, 2013 to July 31, 2013.

The total cash outflow on account of dividend payments, including distribution tax, will be Rs. 353.3 crores (FY2012 Rs. 351 crores). The Board recommends the above dividend for declaration by the members.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2013:

Acquisition of Decision Resources Group (US) and Abacus International (UK)

Decision Resources Group (DRG), a US based provider of high quality, web-enabled research, predictive analytics via proprietary databases and consulting services to the global healthcare industry, was acquired in June 2012 for a consideration of approximately US$ 635 million (~Rs. 3,400 Crores). It is one of the fastest growing companies with a CAGR of 20% for the last five years. It has 48 of the top 50 global pharmaceutical companies as its customers. The Company has retained 94% of its customers of 2012. DRG reported revenue of Rs. 650 Crores in FY2013 since its acquisition. Abacus International, UK was acquired in December 2012 to help expand in the European markets.

Acquisition of Bayer''s Molecular Imaging Development Portfolio

Piramal Enterprises Limited (''PEL''), through its newly established subsidiary - Piramal Imaging SA, acquired the molecular imaging research and development portfolio, including rights to Florbetaben, of Bayer Pharma AG in April 2012. Florbetaben, a PET tracer for the detection of beta-Amyloid plaque deposition in the brain, is the pathological hallmark of disease in probable Alzheimer''s disease patients. The molecule has been accepted for review by the European Medicines Agency (EMA) and the US Food and Drug Administration (USFDA) in March 2013.

Expansion of Financial Services Business

PEL has started lending to the education sector and has explored new geographies like Bhopal, Coimbatore and NCR this year. The loan book for the Real Estate and Education Sector has increased to Rs. 1,591 Crores as on March 31, 2013 from Rs. 351 Crores as on March 31, 2012. PEL invested Rs. 425 Crores in Optionally Convertible Debentures of Navayuga Road Projects Pvt. Ltd. in March 2013.

INDIAREIT, which manages funds for investments in real estate sector has Rs. 4,257 Crores under management as on March 31, 2013. INDIAREIT raised Rs. 400 Crores for Mumbai Redevelopment Fund during FY2013 and is currently raising a new domestic fund with targeted fund size ofRs. 750 Crores along with green shoe option ofRs. 250 Crores.

Change of Name to Piramal Enterprises Limited

With effect from July 31, 2012, the name of the Company stands changed from ''Piramal Healthcare Limited'' to ''Piramal Enterprises Limited''. The change in the name was done in order to appropriately reflect the changing business profile.

OPERATIONS REVIEW:

Total Operating Income on a standalone basis for the year grew by 15% to Rs. 1,620.0 Crores against Rs. 1,408.2 Crores in FY2012. EBIDTA on a standalone basis was lower at Rs. 249.9 Crores against Rs. 397.5 Crores in FY2012 due to increase in R&D expenses and lower foreign exchange gain. Loss for the year was at Rs. 231.6 Crores as against profit after tax of Rs. 130.7 Crores in FY2012. This is on account of an increase of 110.1% in interest cost due to increase in loans taken to fund the DRG acquisition and to fund the lending operations of the NBFC business. Earnings per share were Rs. (13.4) for the year.

A detailed discussion of operations for the year ended March 31, 2013 is given in the Management Discussion and Analysis.

RESEARCH & DEVELOPMENT:

The Discovery R&D unit in Mumbai has a strong pipeline of 13 drugs with 11 drugs in clinical trials phase and is focused on three therapeutic areas - Cancer, Diabetes and Inflammation. Phase II clinical trials were undertaken during the year for the oncology candidate, P276 RIM and the way forward for this product will be decided post review of trial results. PEL continues to develop its clinical and pre-clinical NCE and Imaging pipeline and to evaluate inorganic opportunities.

After acquisition of worldwide rights to molecular imaging research and development portfolio of Bayer Pharma, PEL entered into an agreement with IBA Molecular where IBA Molecular will manufacture and distribute Florbetaben in the European and US markets. PEL also filed for approval for Florbetaben with USFDA in December 2012 and with EMAin January 2013. The dossiers have been accepted for review in March 2013 by both the organisations. Efforts are focused on building an organization during the year that can start commercial operations post requisite regulatory approvals.

During the year, the European CE mark approval was received for BST-CarGel®. The product has been launched in key European countries in December 2012. Filing with insurance companies has also been initiated in these countries to make the purchase of this product reimbursable for the patient. PEL is also planning to file the dossier for regulatory approval to market BST - CarGel® in India.

SUBSIDIARY COMPANIES:

Piramal Healthcare UK Ltd.

Net sales for FY2013 were at Rs. 523.1 Crores. Operating profit for the year was at Rs. 53.6 Crores. Piramal Healthcare UK Ltd. reported a net profit of Rs. 28.9 Crores for the year.

Piramal Healthcare (Canada) Ltd.

Net sales for FY2013 were at Rs. 113.9 Crores. Operating loss for the year was at Rs. 23.5 Crores. Piramal Healthcare (Canada) Ltd. reported a net loss of Rs. 37.6 Crores for the year.

Piramal Healthcare inc.

Piramal Healthcare Inc. includes financials of DRG, Piramal Critical Care Inc. and Piramal Pharma Inc. Net sales for FY2013 were at Rs. 1,143.2 Crores. Operating profit for the year was at Rs. 324.0 Crores. Piramal Healthcare Inc. reported a net profit of Rs. 20.5 Crores for the year.

Piramal Pharmaceutical Development Services Pvt. Ltd.

Piramal Pharmaceutical Development Services Pvt. Ltd. includes financials of Oxygen Bio Research Pvt. Ltd. Net sales for FY2013 were atRs. 64.6 Crores. Operating profit for the year was atRs. 10.4 Crores. Piramal Pharmaceutical Development Services Pvt. Ltd. reported a net Loss of Rs. 7.2 Crores for the year.

INDIAREIT Fund Advisors Pvt. Ltd.

INDIAREIT Fund Advisors Pvt. Ltd.''s total fund size under management was Rs. 4,257 Crores as on March 31, 2013. Total income was at Rs. 71.6 Crores and profit after tax was Rs. 27.8 Crores for FY2013.

PHL Finance Pvt. Ltd.

As on March 31, 2013, PHL Finance Pvt. Ltd. had a loan book ofRs. 819.5 Crores. Total income was atRs. 99.1 Crores and profit after tax was Rs. 44.0 Crores for FY2013.

The Ministry of Corporate Affairs has vide its circular dated 8th February, 2011 issued directions under section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching to their Balance-Sheets, the Accounts and other documents of their subsidiaries, subject to fulfillment of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the Accounts and other documents of the Company''s subsidiaries are not.attached to the Balance Sheet of the Company. The Consolidated Financial Statements of the Company, which include the results of its subsidiaries, are included in this Annual Report. Further, a statement containing the relevant particulars prescribes under the terms of the general exemption, for the Company''s subsidiaries, is enclosed in this Annual Report. The Annual Accounts of the Company''s subsidiaries and the related detailed information can also be sought by any shareholder of the Company or its subsidiaries by making a written request to the Company Secretary at the Registered Office of the Company. The Annual Accounts of the Company''s subsidiaries are also available for inspection for any shareholder at the Company''s and/or the concerned subsidiary''s registered office.

JOINT VENTURE:

Allergan India Private Limited (''AIL'')

AIL is a 51:49 Joint Venture between Allergan Inc., USA and Piramal Enterprises Limited. Total revenues of AIL were Rs. 205.4 Crores. Operating Profit for FY2013 was at Rs. 45.6 Crores while profit after tax was Rs. 29.2 Crores.

SIGNIFICANT EVENTS POST BALANCE SHEET DATE:

Second Structured Investment ofRs. 500 Crores

PEL made a structured investment of Rs. 500 Crores in April 2013 in Optionally Convertible Debentures in Green Infra Ltd., one of the largest wind IPPs in the country backed by IDFC Private Equity to seize opportunities offered by the environment in the Infrastructure Sector. PEL had invested Rs. 425 Crores in Navayuga Road Projects Pvt. Ltd. in March 2013.

Merger of PHL Holdings Private Limited into PEL

The Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited and Piramal Enterprises Limited and their respective shareholders and creditors ("Scheme"), which was approved by the shareholders on March 13,2013, is awaiting approval of the Hon''ble High Court of Judicature at Bombay. The Appointed Date of the Scheme is January 1,2013. The Scheme inter alia provides for merger of PHL Holdings Private Limited into PEL and thereby cancellation of shares held by PHL Holdings Private Limited in PEL and consequent reissue of equivalent number of shares of PEL to the shareholders of PHL Holdings Private Limited.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control, systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

HUMAN RESOURCES:

Employees are vital to PEL. A favorable work environment has been created that encourages innovation and meritocracy. PEL had a staff strength of 2,976 employees (FY2012: 2,913 employees) as at March 31, 2013.

No. Function March 31,2013 March 31, 2012 Change

a. Field 508 509 (1)

b. R&D 526 466 60

c. Others 1,942 1,938 4

Total 2,976 2,913 63

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Office of the Company. The statement is also available for inspection at the registered office of the Company during working hours upto the date of the AGM.

Stock Options disclosures pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given as Annexure III to this Report.

COST AUDIT:

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors''for conducting Cost Audit for the Formulations and Bulk Drug plants of the Company for current financial year ending March 31, 2014. They were also the cost auditors for the previous year ended March 31, 2013.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. However, the Ministry of Company Affairs vide General Circular No. 2/ 2013 extended the deadline for filing the Cost Audit Reports till February 28, 2013. The Cost Audit Reports for the financial year ended March 31, 2012 were filed on February 26, 2013.

The Cost Audit Reports for the financial year ended March 31, 2013 will be filed within the prescribed period.

SECRETARIAL AUDIT:

As a measure of good corporate governance practice and as recommended by the MCA Corporate Governance Voluntary Guidelines, 2009, the Company has voluntarily subjected itself to a secretarial audit for FY2013, which was carried out by M/s. N.L. Bhatia & Associates, Practicing Company Secretaries. The secretarial audit report forms part of this annual report.

The said secretarial audit report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Equity and Debt Listing Agreements with the Stock Exchanges and all the regulations of Securities and Exchange Board India (SEBI) as applicable to the Company, including the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

ENVIRONMENT, HEALTH AND SAFETY (EHS):

At PEL, EHS is embedded in our very philosophy of business. Every activity is being carried out at the manufacturing sites in accordance with the EHS best practices.

Corporate EHS policy of PEL outlines the focus areas for carrying out continual improvement in the field of EHS. The policy guides us to:

- Carry out business in a safe and environmentally responsible manner taking care of all the stake holders and the surrounding environment.

- Comply with the applicable statutory, regulatory & other requirements with respect to EHS.

- Make employees at all levels responsible and accountable individually as well as collectively for adherence to the Policy.

ENVIRONMENT

All our manufacturing sites remained fully compliant with applicable environmental regulations. We have developed adequate infrastructure to treat waste water and reuse it.

In FY 2012-13 we embarked on a new journey towards Sustainability. We have started assessing our sustainability performance on various parameters like Environment, Labour practices, Human rights, Society and Product responsibility. Through this activity we are broadening the scope of our EHS activities to ensure that all our activities are aligned to the ultimate goal of being sustainable in the long term. Corporate Sustainability reporting structure follows the Global Reporting Initiative (GRI) Guidelines (GRI G3.1). G3.1 Guidelines are an update and completion of the third generation of GRI''s Sustainability Reporting Guidelines. The G3.1 Guidelines include expanded guidance for reporting on human rights, local community impacts and gender and are the most widely accepted reporting framework across the globe. First Corporate Sustainability Report of the Company is currently under preparation and will be released later this year.

In 2012, we also initiated a carbon offsetting program of which the tree census program was a unique and challenging activity. The tree census program was an exercise aimed at assessing the carbon sequestering capability of the green belt existing on our plant sites in India. We have been carrying out the C02 emission calculation based on internationally recognised Greenhouse Gas protocol for the past three years. Tree census activity helped us in calculating the difference in C02 emission and C02 sequestration for PEL, which has encouraged us to take up tree plantation with increase vigour.

In 2012-13 we also took up the ETP (Effluent Treatment Plant) revamping activity for our Digwal site. New ETP is a state of the art facility and constructed at a total cost of about Rs. 22 Crores. In terms of design and construction it is one of the best effluent treatment facilities across the industry to recycle waste water generated in the process.

Today most of the sites are accredited for ISO 14001.

OCCUPATIONAL HEALTH AND SAFETY

At PEL, Safety is accorded the highest priority for business. We have initiated several activities to ensure that all the employees of the Company are provided with a safe working environment. Regular plant inspections and audits are the ways through which we implement our safety management system. Most of the sites at PEL have implemented the Safety Management System and have been certified for OHSAS 18001.

The safety performance of all the sites is regularly monitored and guided by the senior management of the Company. Considering the good performance of our site at Digwal, the management is planning to achieve the British Safety Council, Five Star Award for safety systems and their performance. The audit is planned in the second half of 2013.

Work place monitoring is regularly carried out to assess any exposure risk to the employees who also undergo periodical medical check-up for identifying any adverse health impact.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 we hereby state:

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

b) 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 at March 31, 2013 and its loss for the year ended on that date;

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

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

DIRECTORS:

Mr. N. Vaghul and Mr. Deepak Satwalekar retire by rotation at the ensuing Annual General Meeting ("AGM") and are eligible for re-appointment, which the Board recommends.

Prof. Goverdhan Mehta and Dr. R.A. Mashelkar who are eminent scientists, were appointed as Directors of the Company, liable to retire by rotation, with effect from December 21, 2011, in the casual vacancies caused by the resignation of Mr. Y.H. Malegam and Mr. R.A. Shah respectively. They hold office upto the date of the ensuing AGM and are eligible for appointment as Directors, which the Board recommends.

There were no changes in the Board of Directors during 2012-13. However, your Board was further strengthened on April 1, 2013 with the appointment of Mr. Siddharth Mehta as Independent Director and Mr. Gautam Banerjee as Non - Executive Director. They too hold office up to the date of the ensuing AGM and are eligible tor appointment as Directors, which the Board recommends.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars required under Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure I to this Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as Annexure II and forms part of this report.

AUDITORS:

M/s. Price Waterhouse retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our strategic alliances and joint venture partners, banks, business associates and our shareholders for their continued support to the Company.

By Order of the Board

Mumbai Ajay G. Piramal

May 3, 2013 Chairman


Mar 31, 2010

We take pleasure in presenting the 63rd Annual Report and Audited Accounts for the Year ended 31st March 2010.

PERFORMANCE HIGHLIGHTS: (Standalone) (Rs. in Million)

Year Ended 31st March FY 2010 FY 2009 % Growth

Total operating income 26,662.1 23,334.6 14.3

OPBITDA excluding FOREX impact 6,043.0 5,217.0 15.8

Foreign Exchange (Gain) / Loss 106.1 966.5

OPBIDTA 5,936.9 4,250.5 39.7

% margin 22.3 18.2

Non-operating other income 116.5 112.4 3.6

EBIDTA 6,053.4 4,362.9 38.7

Less:

Interest (Net) 355.0 379.0 (6.3)

Depreciation 922.2 838.1 10.0

Profit before tax and Exceptional items 4,776.2 3,145.8 51.8

Exceptional items 3.6 --

Profit Before Tax 4,772.6 3,145.8 51.7

Less:

Income Tax provision 340.4 392.6 (13.3)

- Current 834.4 357.2

- Deferred 78.8 107.3

- MAT Credit Entitlement (572.8) (320.4)

Fringe Benefits Tax -- 248.5

Profit after tax 4,432.2 2,753.2 61.0

% margin 16.6 11.8

Add:

Profit brought forward from previous year 3,208.6 3,208.6

Profit available for appropriation 7,640.8 5,961.8

Appropriation:

Proposed dividend

- Equity Shares 1,128.6 877.9

- Dividend Distribution Tax thereon 187.5 149.2

Transfer to General Reserve 1,393.3 1,401.1

Transfer to Capital Redemption Reserve -- --

Transfer to Debenture Redemption Reserve 325.0 325.0

Balance carried to Balance Sheet 4,606.4 3,208.6

Earnings Per Share (Basic / Diluted) (Rs.) 21.2 13.2

DIVIDEND

The Board has recommended Equity Dividend at Rs. 5.40 per share (i.e. 270 %) on 20,90,13,144 equity shares of Rs. II- each, which will be paid to eligible members on or after July 9, 2010, after approval by the members at the forthcoming Annual General Meeting.

The total cash outflow on account of equity dividend payments, including distribution tax, will be Rs. 1,316.1 million. (FY2009 Rs. 1,027.1 million)

The Board recommends the above dividend for declaration by the members.

OPERATIONS REVIEW:

Total operating income for the year grew by 14.3% to Rs. 26.7 billion compared to Rs. 23.3 billion for the year ended 31st March 2009. Operating Profit (OPBIDTA) grew by 39.7% to Rs. 5.9 billion. Profit after Tax was higher at Rs. 4-4 billion against Rs. 2.8 billion for the previous year registering growth of 61.0%. Earnings per share for the year were also higher at Rs. 21.2 per share as against Rs. 13.2 in FY2009.

A detailed discussion of operations for the year ended 31st March 2010 is given in the Management Discussion and Analysis section.

RESEARCH & DEVELOPMENT:

The Company continues to conduct Research and Development related to:

- Development of conventional and novel dosage forms for drug products across all the major therapeutic areas for the domestic market;

- Pre-formulation and formulation development and clinical manufacturing of NCEs for external clients; Process optimization / research and scale up, for the early phase projects from clients;

- Development of cost effective and environment friendly process for commercial manufacturing of Active Pharmaceutical Ingredients (APIs) and their intermediates.

Total R&D expenditure during the year was Rs. 403.8 million, including capital expenditure of Rs. 41.9 million. The corresponding previous year spends were Rs. 656.0 million and Rs. 208.4 million respectively. The research and development staffs were 86 people from 143 people in FY2009.

SUBSIDIARY COMPANIES:

Piramal Diagnostic Services Pvt. Ltd. (PDSL):

During the year we focused on consolidation of business which was built inorganically over the past several years. The focus for the year was on improving processes and systems. Total Operating Income of the business grew by 22.2% from Rs. 1.7 billion in FY2009 to Rs. 2.1 billion in FY2010. Operating Profit for the year was up by 21.9% to Rs. 377.4 million from Rs. 309.6 million in FY2009. Piramal Diagnostic has 94 laboratories across 58 locations in India.

Piramal Healthcare UK Ltd.:

In FY2009, we closed down one of our facilities in Huddersfield, U.K. which had lower profitability. This resulted in lower sales for this company in FY2010. The Net sales for FY2010 were Rs. 4.6 billion as compared to Rs. 6.1 billion for FY2009. However, Operating Profit Margin for the company was up from 10.9% in FY2009 to 12.4% in FY2010. Operating profit for the year was lower at Rs. 565.6 million compared to Rs. 667.8 million for FY2009. However due to creation of deferred tax asset of Rs. 479.5 million, Net Profit for the year was higher at Rs. 683.8 million, as against loss of Rs. 153.2 million for FY2009.

Piramal Healthcare (Canada) Ltd.:

Our subsidiary at Canada continues to be affected by lower funding for R&D firms. Net Sales for FY2010 was Rs. 893.6 million as compared to Rs. 1.0 billion in FY2009. Operating profit for the year was lower at Rs. 92.8 million as compared to Rs. 119.9 million in FY2009. Similarly, Net Profit for the year was Rs. 27.5 million as compared to Rs. 47.6 million for FY2009.

Piramal Critical care inc.:

Since our acquisition of Minrad Inc., operations at Minrad have been completely integrated. We have increased the production at Bethleham facility with significant reduction in cost. Sevoflurane market share grew from 4.7% to 17.8% in volume terms in US market. Net sales for the year was higher at Rs. 1.8 billion against Rs. 145.5 million for FY2009. As a result, operating profit was also higher at Rs. 172.6 million against Rs. 37.2 million during the last corresponding period. Net loss for the year was at Rs. 211.0 million compared to Net Profit of Rs. 424.5 million in FY2009.

The Central Government has granted exemption under section 212(8) of the Companies Act 1956, from attaching to the Balance Sheet of the Company, the Accounts and other documents of its subsidiaries. However, the Consolidated Financial Statements of the Company, which include the results of the said subsidiaries, are included in this Annual Report. Further, a statement containing the particulars prescribed under the terms of the said exemption for each of the Companys subsidiaries is also enclosed. Copies of the audited annual accounts of the Companys subsidiaries can also be sought by any investor of the Company or its subsidiaries on making a written request to the Company Secretary at the registered office of the Company in this regard. The Annual Accounts of the subsidiary companies are also available for inspection for any investor at the Companys and/or concerned subsidiaries registered office and are also available on the Companys website i.e. www.piramalhealthcare.com

JOINT VENTURES:

Allergan India Private Limited (AIL)

AIL is a 51:49 Joint Venture between Allergan Inc., USA and Piramal Healthcare Limited. Total Operating Income of AIL grew by 8.6% to Rs. 1.1 billion (FY2009 Total Operating Income: Rs. 1.0 billion). The PBIDT for FY2010 was up by 8.5% to Rs. 349.7 million as compared to Rs. 322.3 million in FY2009. Profit after tax for FY2010 was up by 15.9% to Rs. 220.6 million as compared to Rs. 190.3 million for FY2009.

INDUSTRY OUTLOOK:

The domestic pharmaceutical industry continued to witness strong growth momentum. Led by strong penetration into tier II/III cities, increased number of new product launches and increase in field-force strength, the market grew by a robust 17.7% (ORG IMS MAT March 2010). Indian Pharmaceutical market has become increasingly attractive for large multinational pharmaceutical companies as they aggressively pursue growth opportunities in the emerging markets.

The demand in the pharmaceutical outsourcing market continued to be soft. Due to reduction in inventory level across many large multinational pharmaceutical companies, the industry struggled to grow for most parts of FY2010. However, towards the end of the year, one could see a definite recovery in the business environment. The inventory de-stocking phenomena is coming to an end. The underlying rationale for outsourcing is now more relevant than ever before, hence over a medium term we see attractive growth opportunities in this business.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses significant issues raised by both, the Internal Auditors and the Statutory Auditors.

HUMAN RESOURCES:

Employees are vital to Piramal Healthcare. We have created a favorable work environment that encourages innovation and meritocracy. We had staff strength of 7,311 employees (FY2009: 7,397 employees) as at 31st March 2010.

No. Function 31st March 2010 31st March 2009 Change

a. Field 4,103 3,984 119

b. R & D 86 143 (57)

c. Others 3,122 3,270 (148)

Total 7,311 7,397 (86)

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in section 217 (2A) of the Companies Act 1956, may write to the Company Secretary at the Registered Office of the Company.

Stock Options disclosures pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given as an Annexure to this Report.

CHANGE IN SHARE TRANSFER AGENT:

M/s. Link Intime India Pvt. Ltd. (Link Intime) have been appointed as the new Share Transfer Agents of the Company with effect from February 1, 2010. Necessary communication in this regard was mailed individually to all the Shareholders as well as by advertisement in the newspapers. Contact details of Link Intime have been provided under the Corporate Governance Section of this Annual Report and the same are also available on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 we hereby state:

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

b) 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 at 31st March, 2010 and its profit for the year ended on that date;

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

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

DIRECTORS:

Mr. R. A. Shah and Mr. N. Vaghul retire by rotation at the ensuing Annual General Meeting and are proposed for re-appointment.

Mr. N. Santhanam has been re-appointed as Executive Director & Chief Operating Officer of the Company for a further period of 3 years with effect from 25th October, 2010.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE:

The Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance compliance is included as a part of the Annual Report alongwith the Certificate from Mr. N.L. Bhatia, Practicing Company Secretary.

FIXED DEPOSIT:

We have discontinued accepting / renewing fixed deposits. Unclaimed Fixed Deposits from the public shareholders as on 31st March 2010 amounted to Rs. Nil (FY2009:Rs. 5,000).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to this Report.

GROUP:

As per the intimation from the Promoters, the names of the Promoters and the entities comprising group as defined in the Monopolies and Restrictive Trade Practices Act, 1969 (MRTP) are given for the purpose of SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997 in the Annexure to this Report.

AUDITORS:

M/s. Price Waterhouse, retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for their dedicated service and contribution to the Company. Our sincere appreciation is also due to the Medical Profession and Distributors for the patronage of our products.

We also thank our strategic alliances and joint venture partners, banks, financial institutions, business associates and our shareholders for their continued support towards conduct of efficient operations of the Company.

By Order of the Board

Ajay G. Piramal

Mumbai Chairman

7th May, 2010

 
Subscribe now to get personal finance updates in your inbox!