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Directors Report of Sanofi India Ltd.

Dec 31, 2016

The Directors have pleasure in presenting the Audited Accounts of your Company for the financial year ended 31st December 2016.

FINANCIAL RESULTS Rs. in millions

2016

2015

Revenue from Operations (Net)

23,686

21,931

Other Income

708

514

Profit before Tax and Exceptional Items

4,661

3,971

Tax Expense

1,691

1,594

Profit after Tax and before Exceptional Items

2,970

2,377

Exceptional Item

-

838

Profit after Tax and Exceptional Items

2,970

3,215

Balance brought forward from previous year

12,529

11,438

Available for appropriation

15,499

14,653

Which your Directors have appropriated as follows: Interim dividend (paid in August 2016)

415

415

Provision for Final dividend and Special one-time dividends

1,152

1,082

Tax on dividends

318

305

Transfer to General Reserve

-

322

Balance carried to Balance Sheet

13,614

12,529

DIVIDEND

An interim dividend of Rs.18 per equity share of Rs.10 was declared by the Board of Directors and was paid in August 2016.

Your Directors recommend payment of a final dividend of Rs. 50 per equity share of Rs.10.

If approved by the members at the Annual General Meeting to be held on 5th May 2017, the interim dividend and proposed final dividend will result in cash outflow of Rs.1,567 million (excluding Dividend Distribution tax) for the year 2016.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board of Directors approved a Dividend Distribution Policy at its meeting held on 7th November 2016. The policy is in accordance with the parameters prescribed under the Listing Regulations and is available on the Company''s website www.sanofiindialtd.com.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report is part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Dr. Vijay Mallya ceased to be a Director and Chairman of the Board of Directors at the end of last Annual General Meeting held on 29th April 2016. Ms. Virginie Boucinha ceased to be a Director with effect from close of business hours on 1st June, 2016. Mr. Lionel Guerin resigned and ceased to be alternate Director to Mr. Francois Briens with effect from close of business hours on 1st June 2016. He continues as Whole Time Director and Chief Financial Officer.

Mr. Aditya Narayan and Ms. Usha Thorat were appointed as Independent Directors with effect from 30th April 2016. Mr. Aditya Narayan was elected as Chairman by the Board of Directors with effect from 30th April 2016.

Mr. Krishnaswami Subramani ceased to be the Company Secretary and Key Managerial Personnel at the close of business hours on 7th November 2016. Mr. Girish Tekchandani was appointed as the Company Secretary and Key Managerial Personnel with effect from 8th November 2016.

As on 31st December 2016, Dr. Shailesh Ayyangar, Managing Director; Mr. Lionel Guerin, Whole Time Director and Chief Financial Officer; Mr. Rajaram Narayanan, Whole Time Director; Mr. Ashwani Sood, Whole Time Director and Mr. Girish Tekchandani, Company Secretary were designated as Key Managerial Personnel (KMP).

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 (the Act) and the Listing Regulations.

Mr. Lionel Guerin and Mr. Francois Briens retire by rotation at the forthcoming Annual General Meeting. Mr. Lionel Guerin has given his consent for the re-appointment. Mr. Francois Briens has not sought re-appointment. The necessary resolutions in this regard have been proposed in the Notice of the forthcoming Annual General Meeting.

Post the closure of the financial year on 31st December 2016, Mr. Cyril Grandchamp-Desraux and Mr. Thomas Rouckout were appointed as Additional Directors on the Board with effect from 27th February 2017. Mr. Jerome Silvestre and Mr. Patrick Chocat resigned as Directors of the Company effective close of business hours on 26th February 2017. Accordingly, Mr. Rajaram Narayanan and Mr. Ashwani Sood also ceased to be Alternate Directors. They continue to be Whole Time Directors of the Company.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - A to this Report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

As the Company does not have any subsidiaries, it is not required to publish Consolidated Financial Statements.

CORPORATE GOVERNANCE

As required by Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Auditors is part of this Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st December 2016, as stipulated under Regulation 34 of the Listing Regulations is given in Annexure - B to this Report.

MEETINGS OF THE BOARD OF DIRECTORS

Six meetings of the Board of Directors were held during the year. Dates of the meetings are given in the Report on Corporate Governance.

AUDIT COMMITTEE

Details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing the pharmaceutical industry. During the year, the Company conducted a two-day familiarization program for its Independent Directors wherein all business and functions made detailed presentations to the Independent Directors.

The details of familiarization programs provided to the Directors of the Company are available on the Company''s website www.sanofiindialtd.com.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Your Company does not have any subsidiaries or joint ventures. Fellow subsidiaries of Sanofi (ultimate holding company of the Company) are associate companies.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company.

Based on the recommendation of the CSR Committee, your Board has adopted a CSR policy. The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities during the year are given in the Annual Report on CSR activities in Annexure - C to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions which were entered into during the year under review were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

Your Company had entered into material related party transactions with sanofi-aventis Singapore Pte. Ltd. for the purchase and sale of products and services and with Shantha Biotechnics Private Limited to provide a loan. These transactions were in the ordinary course of business and at arm''s length as duly certified by the third party experts. The transactions were within the limits approved by the members.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company''s website www.sanofiindialtd.com. Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Act including certain arm''s length transactions under third proviso thereto are required to be disclosed in Form AOC-2.

The Form AOC-2 envisages disclosure of material contracts or arrangements or transactions at arm''s length basis. The details of the material Related Party Transactions in financial year ended 31st December 2016, as per the Policy on dealing with Related Parties adopted of the Company are disclosed in Annexure - D to this Report.

DEPOSITS FROM PUBLIC

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

LOANS, GUARANTEES OR INVESTMENTS

The Company took approval of members at the 60th Annual General Meeting held on 29th April 2016 for entering into Related Party Transactions with Shantha Biotechnics Private Limited for extending a loan up to Rs.3,300 million up to 15th April 2017 or such extended period of time as may be decided by the Board of Directors. The Board of Directors of the Company at its meeting held on 27th February 2017 approved extension of the tenure of this loan up to 15th April 2019.

The particulars of this loan are disclosed in Form AOC-2 which forms part of this Report.

Details of the existing loans and investments made by your Company are given in the notes to the financial statements.

RISK MANAGEMENT

Your Company has implemented a mechanism for risk management and formulated a Risk Management Policy. The policy provides for creation of a Risk Register, identification of risks and formulating mitigation plans. The Audit Committee and the Board review the risk assessment and minimization procedures.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 134(3) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

1. in the preparation of the annexed accounts for the financial year ended 31st December 2016 all the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. your 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 at the end of the financial year and of the profit of the Company for that year;

3. your 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;

4. the said accounts have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company have been laid down and that internal controls are adequate and were operating effectively; and

6. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

COST AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the cost records maintained by the Company in respect of bulk drugs and formulations are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., Cost Accountants to audit the cost accounts maintained by the Company for bulk drugs and formulations for the financial year ending 31st December 2017.

As required by the Act, the remuneration payable to the Cost Auditor is required to be placed before the members in General Meeting for their ratification. Accordingly, a resolution seeking approval of the remuneration payable to M/s. D. C. Dave & Co. as fixed by the Board is included in the Notice convening the Annual General Meeting.

AUDITORS

M/s. S R B C & CO. LLP Chartered Accountants were appointed Statutory Auditors of your Company for a term of two years from the conclusion of the Fifty- ninth Annual General Meeting held on 29th April 2015 till the conclusion of the Sixty-first Annual General Meeting, subject to ratification by members at every subsequent Annual General Meeting.

M/s. S R B C & CO. LLP Chartered Accountants will retire as Statutory Auditors of your Company at the conclusion of the Sixty-first Annual General Meeting.

The Board of Directors have recommended appointment of M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration Number 304026E / E300009) as Statutory Auditors of your Company to hold office from the conclusion of the Sixty-first Annual General Meeting, until the conclusion of the Sixty-sixth Annual General Meeting, subject to ratification by members at every subsequent Annual General Meeting.

M/s. Price Waterhouse & Co. Chartered Accountants LLP have confirmed their eligibility and willingness for this appointment.

A resolution seeking this appointment has been included in the Notice convening the Annual General Meeting.

PERSONNEL

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - E to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. In terms of the first proviso to Section 136(1) of the Act, the reports and accounts are being sent to the shareholders excluding the aforesaid remuneration. Any shareholder interested in inspection of the documents pertaining to the above information or desiring a copy thereof may write to the Company Secretary.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2016, the Company received two complaints of sexual harassment, both of which were dealt with by taking appropriate actions.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. S. N. Ananthasubramanian & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of your Company.

Their report is annexed herewith as Annexure - F to this Report.

EXTRACT OF ANNUAL RETURN

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - G to this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from the medical fraternity, suppliers, distributors, retailers, business partners and all other stakeholders.

By Authority of the Board

ADITYA NARAYAN

CHAIRMAN

DIN: 00012084

27th February 2017


Dec 31, 2014

Dear Members,

The Directors have pleasure in presenting the Audited Accounts of your Company for fhe Fifty-ninfh financial year ended 31sf December 2014.

The Ministry of Corporate Affairs vide circular no. 08/2014 dated 4th April 2014 clarified that the financial statements and the documents required to be attached thereto, the auditor''s and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made thereunder.

The Company has accordingly prepared the Balance Sheet, Statement of Profit and Loss, the schedules hereto and the Directors'' Report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made thereunder.

FINANCIAL RESULTS

Rs. in Lakhs

2014 2013

Net Sales 187,500 170,646

Other Operating Income 10,248 10,240

Other Income 6,430 5,786

Profit before Tax and Exceptional Items 30,606 36,308

ProvisionforTaxation 10,901 12,328

Net Profit after Tax and before Exceptional Items 19,705 23,980

Exceptional Item 6,656 2,538

NetProfit after Tax and Exceptional Items 26,361 26,518

Balance brought forward from previous year 103,022 91,332

Available for appropriation 129,384 117,850

Which your Directors have appropriated as follows:

Interim dividend (paidin August2014) 2,303 2,303

Provision for Final dividend and Special one-time dividend 8,061 8,061

Taxon Interim and proposed Final dividend 2,003 1,812

Transfer to General Reserve 2,636 2,652

Balance carried to Balance Sheet 114,381 103,022

DIVIDEND

An Interim dividend of Rs. 10 per Equity Share of Rs. 10 was declared by the Board of Directors and was paid in August 2014.

Your Directors recommend payment of Final dividend of Rs.24 per Equity share of Rs.10. If declared by the Shareholders at the Annual General Meeting to be held on 29th April 2015, the Interim dividend and proposed Final dividend will absorb Rs. 783.04 million (excluding Dividend Distribution Tax).

Having regard to the cash generation during the year from the sale of four floors of the commercial premises owned by the Company in Mumbai, your Directors recommend a Special One-time dividend of Rs. 11 per Equity share of Rs.10. If declared by the Shareholders at the Annual General Meeting, the Special One-time dividend will absorb Rs.253.34 million (excluding Dividend Distribution tax).

The proposed Final dividend and the Special One-time dividend will be paid to:

i) those Members whose names appear on the Register of Members of the Company on 29th April 2015; and

ii) those whose names appear as beneficial owners as at the close of business on 17th April 2015, as per details to be furnished by the National Securities Depository Limited and Central Depository Services (India) Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended.

DIRECTORATE

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Dr. S. Ayyangar is due for election as a Director.

Mr. F. Briens, who had been appointed a Director of the Company in August 2011 in the casual vacancy caused by the resignation of Mr. F. X. Duhalde, holds office upto the Annual General Meeting. He is eligibleforelection.

Mr. A. Ortoli resigned as a Director with effect from 21st January 2015 following his retirement from the Sanofi group.

Your Directors have placed on record their appreciation of the services rendered by Mr. Ortoli during his tenure as Director.

Pursuant to the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. S. R. Gupte, Mr. A. K. R. Nedungadi and Mr. Rangaswamy R. Iyer are proposed to be appointed as Independent Directors for a term of five years each from 31st March 2015 and shall not be liableto retire by rotation. Approval ofthe Shareholders fortheirappointments is being sought through a Postal Ballot.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

Information pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report ofthe Board of Directors) Rules, 1988 is given in the Annexe to this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees aresetout in the annexe to the Directors'' Report.

Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.

CASH FLOWAND CONSOLIDATED FINANCIAL STATEMENTS

As required by Clause 32 ofthe Listing Agreement, a Cash Flow Statement is appended.

As the Company does not have any subsidiaries, it is not required to publish Consolidated Financial Statements.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with a Certificate of Compliance from the Auditors.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) ofthe Companies Act, 1956, your Directors certify as follows:

1. The annexed accounts forthe financial year ended 31st December 2014 have been prepared on a going concern basis.

2. In preparation of the said Accounts all the applicable accounting standards have been duly followed and complied with and there were no material departures from the same.

3. Your Directors have selected such accounting policies and applied them consistently along with proper explanation relating to departures, if any and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year ended 31st December 2014 and ofthe profit of the Company for that year.

4. Your Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

COSTAUDIT

The Central Government had ordered that audit of the cost accounts maintained by the Company in respect of bulk drugs and formulations be conducted by an Auditor with the qualifications prescribed under Section 233B of the Companies Act, 1956. The Board of Directors, on the recommendation of the Audit Committee, re-appointed M/s. N. I. Mehta & Co., Cost Accountants, to audit the cost accounts in respect of bulk drugs and formulations for the financial year ended 31st December 2014. The cost audit reports for the financial year ended 31st December 2014 are due to be filed by 30th June 2015.

The cost audit reports for the financial year ended 31st December 2013 were filed in August 2014.

AUDITORS

M/s. S R B C & CO. LLF; Chartered Accountants (ICAI Firm Registration No. 324982E) retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors that their appointment as Statutory Auditors, if made, would be within the limits prescribed under the Companies Act, 2013. The Audit Committee and the Board recommends the re-appointment of M/s. S R B C & CO. LLP as Statutory Auditors fora period of two years from the conclusion of the Fifty-ninth Annual General Meeting to the conclusion of the Sixty-first Annual General Meeting, subject to ratification by the Members every year in the Annual General Meeting, in accordance with the provisions of the Companies (Auditand Auditors) Rules, 2014.

By Authority of the Board

DR. VIJAY MALLYA CHAIRMAN

Mumbai, 20th February 2015


Dec 31, 2012

To the Members of the Company

The Directors have pleasure in presenting the Audited Accounts of your Company for the Fifty-seventh financial year ended 31st December 2012.

FINANCIAL RESULTS

Rs. in Lakhs

2012 2011

Net Sales 149,385 122,975

Other Operating Income 7,919 7,159

Other Income 4,117 6,789

Profit before Tax and Exceptional Items 26,171 28,398

Provision for Taxation 8,505 9,280

Net Profit 17,666 19,118

Balance brought forward from previous year 84,265 75,845

Available for appropriation 101,931 94,963

Which your Directors have appropriated as follows:

Interim Dividend (paid in August 2012) 921 921

Provision for Final Dividend 6,679 6,679

Tax on Interim and proposed Final Dividend 1,232 1,187

Transfer to General Reserve 1,767 1,911

Balance carried to Balance Sheet 91,332 84,265

CHANGE OF NAME OF THE COMPANY

Pursuant to the resolution passed by the Members at the Annual General Meeting held on 3rd May 2012, the Registrar of Companies, Maharashtra, approved change of name of your Company from Aventis Pharma Limited to Sanofi India Limited with effect from 11th May 2012.

Stickers bearing the new name of the Company were sent to shareholders holding shares in physical form for being affixed on the share certificates held by them.

DIVIDEND

An Interim Dividend of Rs. 4 per Equity Share of Rs. 10 was declared by the Board of Directors and was paid in August 2012.

Your Directors recommend payment of Final Dividend of Rs. 29 per Equity Share of Rs. 10. If declared by the Shareholders at the Annual General Meeting to be held on 30th April 2013, the Dividend (including Interim Dividend) will absorb Rs. 7,600 Lakhs representing distribution of 43% of the Net Profit of the Company.

The proposed Final Dividend will be paid to:

i) those Members whose names appear on the Register of Members of the Company on 30th April 2013; and

ii) those whose names appear as beneficial owners as at the close of business on 8th April 2013, as per details to be furnished by the National Securities Depository Limited and Central Depository Services (India) Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended.

DIRECTORATE

In accordance with the Articles of Association of the Company, Mr. A. K. R. Nedungadi and Mr. J. M. Gandhi retire by rotation and are eligible for re-election.

Mr. S. Umesh was appointed as Alternate to Mr. A. Ortoli with effect from 4th May 2012. Mr. Umesh, being an employee of the Company, was appointed as Wholetime Director, subject to the approval of the Members of the Company. Mr. Umesh has resigned as Alternate Director with effect from 1st February 2013 as he is taking up a position in the Sanofi Group in France.

Mr. M. Dargentolle, Wholetime Director resigned with effect from 1st July 2012 consequent on his taking up a position with the Sanofi Group in France.

Your Directors have placed on record their appreciation of the services rendered by Mr. Dargentolle and Mr. Umesh during their tenures as Directors.

Ms. Virginie Simone Jeanine Verrechia (Ms. Virginie Boucinha) who had been appointed Chief Financial Officer from 1st July 2012 became a Wholetime Director of the Company with effect from 25th July 2012, consequent on becoming a Director of the Company. Her holding of office as Wholetime Director and remuneration payable to her would be subject to the approval of the Members of the Company and the Central Government.

Mr. M. G. Rao was re-appointed as Wholetime Director (being Alternate to Mr. J. M. Georges) for the period from 6th September 2012 to 5th September 2013, subject to the approval of the Shareholders in General Meeting.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexe to this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the annexe to the Directors'' Report.

Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Clause 32 of the Listing Agreement, a Cash Flow Statement is appended.

As the Company does not have any subsidiaries, it is not required to publish Consolidated Financial Statements.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with a Certificate of Compliance from the Auditors.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your Directors certify as follows:

1. The annexed accounts for the financial year ended 31st December 2012 have been prepared on a going concern basis.

2. In preparation of the said Accounts all the applicable accounting standards have been duly followed and complied with and there were no material departures from the same.

3. Your Directors have selected such accounting policies and applied them consistently along with proper explanation relating to departures, if any and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st December 2012 and of the profit of the Company for that year.

4. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

COST AUDIT

The Central Government had ordered that audit of the cost accounts maintained by the Company in respect of bulk drugs and formulations be conducted by an Auditor with the qualifications prescribed under Section 233B of the Companies Act, 1956. The Board of Directors re-appointed M/s. N. I. Mehta & Co., Cost Accountants, to audit the cost accounts in respect of bulk drugs and formulations for the financial year ended 31st December 2012. The cost audit reports for the financial year ended 31st December 2012 are due to be filed by 30th June 2013.

The cost audit reports for the financial year ended 31st December 2011 were filed on 30th January 2013 within the time permitted by the Central Government for filing the said reports.

AUDITORS

M/s. S. R. Batliboi & Co., your Company''s Auditors, are eligible for re-appointment and it is necessary to fix their remuneration.

By Authority of the Board

DR. VIJAY MALLYA

CHAIRMAN

Mumbai, 25th February 2013


Dec 31, 2011

The Directors have pleasure in presenting the Audited Accounts of your Company for the Fifty-sixth financial year ended 31st December 2011.

FINANCIAL RESULTS Rs. in Million 2011 2010

Net Sales 12,297.5 10,849.5

Other Income 1,394.7 1,134.8

Profit before Tax and Exceptional Items 2,839.8 2,340.0

Provision for Taxation 927.9 789.9

Net Profit before Exceptional Items 1,911.9 1,550.1

Exceptional Items (Net of Tax) - 757.4

Net Profit after Exceptional Items 1,911.9 2,307.5

Balance brought forward from previous year 7,584.5 6,983.4

Available for appropriation 9,496.4 9,290.9

Which your Directors have appropriated as follows:

Interim Dividend (paid in August2011) 92.1 92.1

Provision for Final Dividend 667.9 529.7

Provision for Special One-time Dividend - 644.9

Taxon Interim and proposed Final Dividend 118.7 208.9

Transfer to General Reserve 191.2 230.8

Balance carried to Balance Sheet 8,426.5 7,584.5

DIVIDEND

An Interim Dividend of Rs. 4 per Equity Share of Rs.10 was declared by the Board of Directors and was paid in August 2011.

Your Directors recommend payment of Final Dividend of Rs.29 per Equity Share of Rs.10. If declared by the Shareholders at the Annual General Meeting to be held on 3rd May 2012, the Dividend (including Interim Dividend) will absorb Rs. 760 million representing distribution of 39.75% of the Net Profit of the Company.

The proposed Final Dividend will be paid to:

i) those Members whose names appear on the Register of Members of the Company on 3rd May 2012; and

ii) those whose names appear as beneficial owners as at the close of business on 11th April 2012, as per details to be furnished by the National Securities Depository Limited and Central Depository Services (India) Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended.

DIRECTORATE

In accordance with the Articles of Association of the Company, Dr. Vijay Mallya retires by rotation and is eligible for re-election.

Mr. O. Charmeil and Mr. F. X. Duhalde resigned as Directors of the Company with effect from 23rd August 2011. Your Directors have placed on record their appreciation of the services rendered by them during their tenures.

Mr. A. Ortoli was appointed a Director in the casual vacancy caused by the resignation of Mr. Charmeil. He holds office till the Annual General Meeting and is eligible for election.

In the casual vacancy caused by the resignation of Mr. Duhalde, the Board has appointed Mr. F. Briens.

Mr. S. C. Ghoge who was Alternate to Mr. F.X. Duhalde resigned as Director with effectfrom 1st April 2011.

Mr. M. G. Rao was re-appointed as Wholetime Director (being Alternate to Mr. J. M. Georges) for the period from 6th September2011 to 5th September 2012, subject to the approval of the Shareholders in General Meeting.

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

Information pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexe to this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the annexe to the Directors' Report.

Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Clause 32 of the Listing Agreement, a Cash Flow Statement is appended.

As the Company does not have any subsidiaries, it is not required to publish Consolidated Financial Statements.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with a Certificate of Compliance from the Auditors.

DIRECTORS'RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your Directors certify as follows:

1. The annexed accounts for the financial year ended 31st December 2011 have been prepared on a going concern basis.

2. In preparation of the said Accounts all the applicable accounting standards have been duly followed and complied with and which fact has been confirmed by the Auditors of the Company in their Report on these Accounts.

3. Your Directors have selected such accounting policies and applied them consistently along with proper explanation relating to departures, if any and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st December 2011 and of the profit of the Company for that year.

4. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

COST AUDIT

The Central Government had ordered that audit of the cost accounts maintained by the Company in respect of bulk drugs and formulations be conducted by an Auditor with the qualifications prescribed under Section 233B of the Companies Act, 1956. The Board of Directors re-appointed M/s. N. I. Mehta & Co., Cost Accountants, to audit the cost accounts in respect of bulk drugs and formulations for the financial year ended 31st December 2011 and the said appointment was approved by the Central Government. The cost audit reports for the financial year ended 31st December 2011 are due to be filed by 30th June 2012.

AUDITORS

M/s. S. R. Batliboi &Co., your Company's Auditors, are eligible for re-appointment and it is necessary to fix their remuneration.

By Authority of the Board

DR.VIJAYMALLYA

CHAIRMAN

Mumbai, 23rd February 2012


Dec 31, 2010

The Directors have pleasure in presenting the Audited Accounts of your Company for the Fifty-fifth financial year ended 31 st December 2010.

FINANCIAL RESULTS

Rs. in Million 2010 2009

Net Sales 10,849.5 9,744.0

Other Income 1,134.8 1,111.0

Profit before Tax and Exceptional Items 2,340.0 2,414.6

Provision forTaxation 789.9 840.5

Net Profit before Exceptional Items 1,550.1 1,574.1 Exceptional Items (Net of Tax) 757.4 -

Net Profit after Exceptional Items 2,307.5 1,574.1

Balance brought forward from previous year 6,983.4 6,105.5

Available for appropriation 9,290.9 7,679.6

Which your Directors have appropriated as follows:

Interim Dividend (paid in August 2010) 92.1 80.6

Provision for Final Dividend 529.7 380.0

Provision for Special One-time Dividend 644.9 -

Taxon Interim, proposed Final Dividend and Special One-time Dividend 208.9 78.2

Transferto General Reserve 230.8 157.4

Balance carried to Balance Sheet 7,584.5 6,983.4

During the year under review your Company sold its shareholding in the joint venture company, Chiron Behring Vaccines Private Limited (CBVPL) for a sale consideration of US $ 22.399 million (equivalent to Rs. 1,007.5 million). Your Company earned a Net Profit of Rs. 757.4 million from the sale of the said shares.

Dividend

An Interim Dividend of Rs. 4 per Equity Share of Rs. 10 was declared by the Board of Directors and was paid in August 2010.

Your Directors recommend payment of Final Dividend of Rs. 23 per Equity Share of Rs. 10. If declared by the Shareholders at the Annual General Meeting to be held on 26th April 2011, the Dividend (including Interim Dividend) will absorb Rs. 621.83 million representing distribution of40.11%ofthe Net Profit of the Company before Exceptional items.

Having regard to the cash generation during the year from the sale of the shares held in CBVPL, your Directors recommend a Special One- time Dividend of Rs. 28 per Equity Share of Rs. 10. If declared by the Shareholders at the Annual General Meeting, the Special One-time Dividend will absorb Rs. 644.86 million.

The proposed Final Dividend and the Special One-time Dividend will be paid to:

i) those Members whose names appear on the Register of Members of the Company on 26th April 2011; and

ii) those whose names appear as beneficial owners as at the close of business on 5th April 2011, as per details to be furnished by the National Securities Depository Limited and Central Depository Services (India) Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended.

DIRECTORATE

In accordance with the Articles of Association of the Company, Mr. S.R.Gupte retires by rotation and is due for election.

The Board of Directors has re-appointed Dr. S. Ayyangar as Managing Director of the Company for a period of five years from 25th October 2010, subject to the approval of the Shareholders in General Meeting.

Mr. J. M. Georges and Mr. F. X. Duhalde were appointed as Additional Directors of the Company with effect from 29th July 2010. They hold office till the Annual General Meeting and are eligible for election.

Mr. M. Dargentolle who was Alternate to Mr. O. Charmeil has been appointed a Non-Retiring Director of the Company with effect from 19th July 2010.

Mr. M. G. Rao was appointed as Alternate to Mr. J. M. Georges from 25th October 2010. Mr. Rao, being an employee of the Company, has been appointed as Wholetime Director for the period from 25th October 2010 to 5th September 2011, subject to the approval of the Shareholders in General Meeting.

Mr. S. C. Ghoge was appointed as Alternate to Mr. F.X. Duhalde with effect from 25th October 2010.

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

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexe to this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the annexe to the Directors Report.

Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Clause 32 of the Listing Agreement, a Cash Flow Statement is appended.

As the Company does not have any subsidiaries, it is not required to publish Consolidated Financial Statements.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with a Certificate of Compliance from the Auditors.

DIRECTORSRESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your Directors certify as follows:

1. The annexed accounts for the financial year ended 31 st December 2010 have been prepared on a going concern basis.

2. In preparation of the said Accounts all the applicable accounting standards have been duly followed and complied with and which fact has been confirmed by the Auditors of the Company in their Report on these Accounts.

3. Your Directors have selected such accounting policies and applied them consistently along with proper explanation relating to departures, if any and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 st December 2010 and of the profit of the Company for that year.

4. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

AUDITORS

M/s.S. R. Batliboi & Co., your Companys Auditors, are eligible for re-appointment and it is necessary to fixtheir remuneration.

By Authority of the Board

DR.VIJAYMALLYA

CHAIRMAN Mumbai, 16th February 2011


Dec 31, 2009

The Directors have pleasure in presenting the Audited Accounts of your Company for the Fifty-fourth financial year ended 31st December 2009.

FINANCIAL RESULTS

Rs. in Million 2009 2008

Net Sales 9,744.0 9,832.7

Other Income 1,111.0 925.6

Profit before Tax 2,414.6 2,595.4

Provision for Taxation 840.5 933.4

Profit after Tax 1,574.1 1,662.0

Balance brought forward from previous year 6,105.5 5,040.8

Available for appropriation 7,679.6 6,702.8

Which your Directors have appropriated as follows :

To Interim Dividend (paid in August 2009) 80.6 80.6

To Provision for Final Dividend 380.0 287.9

To Tax on Interim and proposed Final Dividend 78.2 62.6

To General Reserve 157.4 166.2

Balance carried to Balance Sheet 6,983.4 6,105.5

Dividend

An Interim Dividend of Rs. 3.50 per Equity Share of Rs. 10 was declared by the Board of Directors and paid in August 2009.

Your Directors recommend payment of a Final Dividend of Rs. 16.50 per Equity Share of Rs. 10 to:

i) those Members whose names appear on the Register of Members of the Company on 27th April 2010; and

ii) those whose names appear as beneficial owners as at the close of business on 8th April 2010, as per details to be furnished by the National Securities Depository Limited and Central Depository Services (India) Limited. The total dividend for the year is Rs.20 per Equity Share of Rs. 10. The dividend payout is 29.3% of the Net Profit for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended.

DIRECTORATE

In accordance with the Articles of Association of the Company, Mr. A. K. R. Nedungadi and Mr. J. M. Gandhi retire by rotation and are due for election.

Mr. C.Germain resigned as Wholetime Director with effect from 1st August 2009.

Mr. Eric Le Bris and Mr. J. M. Georges resigned as Directors and Mr. J. L. Grunwald resigned as Alternate to Mr. O. Charmeil with effect from 27th October 2009.

Your Directors have placed on record their appreciation of the services rendered by them during their tenures as Directors.

Mr. M. Dargentolle, Chief Financial Officer, was appointed as Alternate to Mr. 0. Charmeil from 27th October 2009. He, being an employee of the Company, has been appointed as Wholetime Director for a period of five years, subject to the approval of the Central Government and the Members of the Company.

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

Information pursuant to Section 217(1 Me) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexe to this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the annexe to the Directors Report. Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Clause 32 of the Listing Agreement, a Cash Flow Statement is appended.

As the Company does not have any subsidiaries, it is not required to publish Consolidated Financial Statements.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with a Certificate of Compliance from the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your Directors certify as follows:

1. The annexed accounts for the financial year ended 31st December 2009 have been prepared on a going concern basis.

2. In preparation of the said Accounts all the applicable accounting standards have been duly followed and complied with and which fact has been confirmed by the Auditors of the Company in their Report on these Accounts.

3. Your Directors have selected such accounting policies and applied them consistently along with proper explanation relating to departures, if any and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st December 2009 and of the profit of the Company for that year.

4. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

AUDITORS

M/s. S. R. Batliboi & Co., your Companys Auditors, are eligible for re-appointment and it is necessary to fix their remuneration.

By Authority of the Board DR. VIJAY MALLYA CHAIRMAN Mumbai, 24th February 2010

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