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Directors Report of Indoco Remedies Ltd.

Mar 31, 2023

Your Directors are pleased to present the Company''s Seventy Sixth Annual Report on the business and operations of Indoco Remedies Limited, along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY''S AFFAIRS

The highlights of the performance of the Company for the year ended March 31, 2023 is summarized below:

(Rs. in Crore, except per equity share data)
	Standalone		Consolidated
Particulars	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Total Income from Operations	1,666.69	1,539.72	1,668.61	1,540.75
Add: Other Income	2.33	2.32	2.34	2.33
Total Income	1,669.02	1,542.04	1,670.95	1,543.08
Profit Before Finance Cost, Depreciation, Amortization, Impairment and Tax	287.22	329.32	288.44	329.67
Less: Finance Cost	25.03	14.14	25.03	14.14
Less: Depreciation, Amortization and Impairment Expenses	70.60	78.95	70.61	78.96
Profit Before Tax	191.59	236.23	192.80	236.57
Less: Provision for Taxation
- Current	55.20	93.23	55.51	93.30
- Deferred	(4.97)	(7.34)	(4.96)	(7.35)
- Mat Credit Adjustments	-	(4.18)	-	(4.18)
Net Profit After Tax	141.36	154.52	142.25	154.80
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss	1.92	(8.19)	1.92	(8.19)
Income tax relating to items that will not be reclassified subsequently to profit or loss	(0.48)	2.86	(0.48)	2.86
Items that will be reclassified subsequently to profit or loss	-	-	-	-
Total Other Comprehensive Income/(Loss), net of tax	1.44	(5.33)	1.44	(5.33)
Total Comprehensive Income for the year	142.80	149.19	143.69	149.47
Net Profit for the year attributable to-
- Owners of the Company	141.36	154.52	142.25	154.80
- Non-controlling interests	-	-	-	-
Other Comprehensive Income/(Loss) attributable to-
- Owners of the Company	1.44	(5.33)	1.44	(5.33)
- Non-controlling interests	-	-	-	-
Total Comprehensive Income attributable to-
- Owners of the Company	142.80	149.19	143.69	149.47
- Non-controlling interests	-	-	-	-
Earnings per share (EPS) (of '' 2/- each)
Basic	15.34	16.77	15.44	16.80
Diluted	15.32	16.77	15.42	16.80

RESULTS FROM OPERATIONS On Standalone Basis

Your Company ended the year with a growth of 9% as compared to previous year. While the International business saw a growth of 20.4% over the previous year, Domestic business saw a growth of 0.20% over the previous year. The Total Income stood at '' 1,669.02 crores in FY23 as compared to '' 1,542.04 crores in FY22. The Profit Before Tax (PBT) stood at '' 191.59 crores in FY23 as compared to '' 236.23 crores in FY22. The Net Profit after Tax (Before OCI) stood at '' 141.36 crores in FY23 as compared to '' 154.52 crores in FY22.

On Consolidated Basis

The Total Income stood at '' 1,670.95 crores in FY23 as compared to '' 1,543.08 crores in FY22. The Profit Before Tax (PBT) stood at '' 192.80 crores in FY23 as compared to '' 236.57 crores in FY22. The Net Profit after Tax (Before OCI) stood at '' 142.25 crores in FY23 as compared to '' 154.80 crores in FY22.

The financial performance and the results of operations, including major developments have been discussed in detail in the Management Discussion and Analysis report.

INCORPORATION OF THE WHOLLY OWNED SUBSIDIARY-WARREN REMEDIES PRIVATE LIMITED

During the year under review, the Warren Remedies Private Limited a wholly owned subsidiary of the Company, was incorporated for setting up a unit for manufacturing of pharmaceutical products both formulations as well as Active Pharmaceutical Ingredients (API). Warren Remedies Private Limited has awarded the contract for the civil work and is hopeful to commence commercial production by the fourth quarter of the financial year 2023-2024.

The Company has invested '' 5,00,00,000 as equity contribution and '' 10,00,00,000 as preference contribution as at March 31,2023.

SOLAR POWER

The Company entered into Share Purchase and Shareholder''s Agreement ("Agreements") with Kanakal Wind Energy Private Limited ("Kanakal") and Jalansar Wind Energy Private Limited ("Jalansar") in order to comply with regulatory requirement for being a captive user under Indian Electricity laws. Pursuant to the Agreements, the Company acquired 26% equity stake each in Kanakal and Jalansar, representing 8,64,000 equity shares of '' 10/- each and 5,76,000 equity shares of '' 10/- each respectively, for setting up Solar Power Plant at Akkalkot, Solapur District, Maharashtra (the "Plant"), wherein the power generated by the Plant shall be supplied exclusively to Indoco Remedies Limited under the Captive Rules for the tenure of 25 years. This has helped in substantial savings in electricity costs at our Research and Development Centre at Rabale, Navi Mumbai and API Plant at Patalganga.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is provided in a separate section and forms part of this Report.

CONSOLIDATED ACCOUNTS

The consolidated financial statements for the year ended March 31,2023 have been prepared in accordance with Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

DIVIDEND

Based on the Company''s performance, the Board of Directors recommend a dividend of '' 2.25 per equity share of '' 2/- each (112.50%) for the financial year 2022-2023.

The dividend on equity shares is subject to the approval of the members at the Seventy-Sixth Annual General Meeting ("AGM") scheduled to be held on Tuesday, September 26, 2023.

The dividend if approved by the members in the ensuing AGM would result in a cash outflow of '' 20.73 crores. Dividend for the financial year 2021-2022 was '' 2.25 per equity share (112.50 %).

The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, September 20, 2023 to Tuesday, September 26, 2023 (both days inclusive) for the purpose of payment of the dividend for the financial year ended March 31, 2023.

According to Regulation 43A of the SEBI Listing Regulations, the top 1000 listed entities based on market capitalization, calculated as on March 31 of every financial year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a web link shall also be provided in their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company which is based on the need to balance the twin objectives of appropriately rewarding its shareholders with dividend and of conserving resources to meet its future needs, can be accessed using the following link: https://www.indoco.com/policies/IRL_dividend_distribution_policy.pdf.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

SHARE CAPITAL

During the year under review, there was no change in the paid-up share capital of the Company. The paid-up Equity Share Capital as on March 31,2023 is '' 18,43,00,710/-.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

As on March 31, 2023, the Company has 4 Subsidiary Companies

> Xtend Industrial Designers and Engineers Private Limited

> Warren Remedies Private Limited

> Indoco Remedies Czech SRO

> Indoco Remedies UK Limited

As on March 31, 2023, the Company has 2 Associate Companies

> Jalansar Wind Energy Private Limited*

> Kanakal Wind Energy Private Limited*

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 as amended from time to time, the names of the companies which have become and ceased to be associates/subsidiary/joint venture companies during the year are provided below.

Sr. No.	Companies which became associates/subsidiary/joint venture during the year under review
1.	Warren Remedies Private Limited (Wholly Owned Subsidiary)
2.	Jalansar Wind Energy Private Limited (Associate)*
3.	Kanakal Wind Energy Private Limited (Associate)*

Sr. No.	Companies which ceased to be associates/ subsidiary/joint venture during the year under review
Nil

* Jalansar Wind Energy Private Limited and Kanakal Wind Energy Private Limited which are associates as per the Companies Act, 2013 ("Act") have not been classified as an associate as per IND AS and hence they are not considered for Consolidation.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the Company''s subsidiaries and associates in the prescribed format AOC-1 is appended as "Annexure A" to this Board''s report.

The highlights of performance of the subsidiaries and their contribution to the overall performance of the Company during the financial year under review is given under Note No. 44 to the Consolidated Financial Statements forming part of the Annual Report.

Further, pursuant to Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company - www.indoco.com. Any person desirous of obtaining the said Financial Statements may write to [email protected]. There have been no material changes in the nature of the business of the subsidiaries and associates during the financial year 2022-2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Aditi Panandikar (DIN: 00179113)

Ms. Aditi Panandikar''s term as Managing Director as approved by the Shareholders vide Postal Ballot Notice dated January 27, 201 7, was upto February 14, 2022.

The Board of Directors of the Company at its meeting held on November 02, 2021, on the recommendation of the Nomination and Remuneration Committee, had approved re-appointment of Ms. Aditi Panandikar as Managing Director for a further period of five years with effect from February 1 5, 2022 till February 14, 2027, subject to the approval of the shareholders of the Company at the 75^th Annual General Meeting. The shareholders of the Company in its 75^th Annual General Meeting held on September 22, 2022 approved the re-appointment of Ms. Aditi Panandikar as Managing Director for a further period of five years with effect from February 1 5, 2022 till February 14, 2027.

In terms of provisions of the Section 152(6) of the Act and the Articles of Association of the Company, Ms. Aditi Panandikar (DIN: 001 79113), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The Board of Directors recommends her re-appointment.

Sundeep V Bambolkar (DIN: 00176613)

Mr. Sundeep V Bambolkar''s term as Jt. Managing Director as approved by the Shareholders vide Postal Ballot Notice dated January 27, 2017, was upto February 14, 2022.

The Board of Directors of the Company at its meeting held on November 02, 2021, on the recommendation of the Nomination and Remuneration Committee, had approved the re-appointment of Mr. Sundeep V Bambolkar as Jt. Managing Director for a further period of five years with effect from February 1 5, 2022 till February 14, 2027, subject to the approval of the shareholders of the Company at the 75^th Annual General Meeting. The shareholders of the Company in its 75^th Annual General Meeting held on September 22, 2022 approved the re-appointment of Mr. Sundeep V Bambolkar as Jt. Managing Director for a further period of five years with effect from February 1 5, 2022 till February 14, 2027.

Mr. Suresh G Kare (DIN: 00179220)

The Board of Directors of the Company at its meeting held on May 23, 2023, on the recommendation of the Nomination and Remuneration Committee, has approved the re-appointment of Mr. Suresh G Kare as the Chairman of the Company in the capacity of Non-Executive and Non- Independent Director effective from July 01,2023, subject to the approval of shareholders of the Company by way of Postal Ballot Notice dated May 23, 2023.

Mr. Jayshankar Menon

Mr. Jayshankar Menon, the Company Secretary and the Compliance Officer of the Company retired from his services w.e.f. closing hours of November 30, 2022. The Board placed on record its appreciation for the assistance and guidance provided by Mr. Jayshankar Menon during his tenure as the Company Secretary and Compliance Officer of the Company.

Mr. Ramanathan Hariharan

The Board of Directors in its meeting held on November 10, 2022 appointed Mr. Ramanathan Hariharan (Membership No. A20593) as the Company Secretary and the Compliance Officer of the Company w.e.f. December 01,2022.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the financial year ended March 31,2023, the applicable accounting standards have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

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

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

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

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

DISCLOSURE RELATED TO BOARD AND COMMITTEES Board Meetings

The Board of Directors met Six (6) times during the financial year 2022-23 on May 17, 2022, June 07, 2022, August 09, 2022, November 10, 2022, January 24, 2023 and March 29, 2023. The particulars of attendance of the Directors at the said meetings are provided in detail in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations.

Board & Committees of the Board

As on March 31, 2023, the Board had 6 (Six) Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Executive Directors. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report that forms part of this Annual Report.

Evaluation of Performance of the Board, Its Committees and Individual Directors

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

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

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

The Board of Directors reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgement etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

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

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation.

The Board also assessed the fulfilment of the independence criteria as specified in SEBI Listing Regulations, by the Independent Directors of the Company and their independence from the management.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as diversity in the Board, competency of Directors, strategy and performance evaluation, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the committee, independence of the committee from the Board, contribution to decisions of the Board, etc.

Declaration by Independent Directors

The Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16 (1) (b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

Familiarisation Programme for the Independent Directors

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

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Policy is intended to achieve the following objectives:

1. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

2. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

3. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

4. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website, at https://www.indoco.com/policies/Nomination_and_Remuneration_Policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

EMPLOYEE STOCK OPTIONS / RESTRICTED STOCK UNITS

The Company has adopted and implemented the Indoco Remedies Limited Employee Stock Option Plan - 2022 ("Plan") pursuant to the approval of its shareholders at the 75th Annual General Meeting held on September 22, 2022, with an objective of enabling the Company to attract and retain talented employees by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect in their efforts in building the growth and the profitability of the Company. The Plan is implemented through the Indoco Employees Welfare Trust which will acquire the shares of the Company by way of fresh allotment from the Company and will follow the cash mechanism. The Plan is administered by the Nomination and Remuneration Committee of the Company which is designated as Compensation Committee in pursuance of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for the purpose of administration and implementation of the Plan. The maximum number of shares under the Plan shall not exceed 13,82,256 equity shares.

The Nomination and Remuneration Committee in its meeting held on January 24, 2023, has granted 2,95,500 Employee Stock Options ("Options") and 75,000 Restricted Stock Units ("RSUs") to the eligible employees.

Further, the certificate required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021from the Secretarial Auditor of the Company that the Plan have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021and as per the resolution passed by the members of the Company will be available at the ensuing AGM for inspection.

The necessary disclosure pursuant to section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to the Plan of the Company is available on Company''s website at https://www.indoco.com/esop-disclosure/esop-disclosure-FY 2022-2023.pdf.

CORPORATE POLICIES

The details of the various policies approved and adopted by the Board of Directors as required under the Act and various SEBI regulations are provided below. The policies are reviewed periodically by the Board and updated as needed. The Board at its meeting held on May 23, 2023 revised and adopted the "Code of Conduct for Board of Directors and Senior Management" and "Insider Trading Code".

Key policies that have been adopted are as follows:

Name of the Policy	Brief Description	Web link
Dividend Distribution Policy	The Dividend Distribution Policy establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company to strike balance between payout and retained earnings, in order to address future needs of the Company.	https://www.indoco.com/policies/
		IRL dividend distribution policy.
		pdf
Code of Conduct for Board of Directors and Senior Management	The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (executive / nonexecutive) including a code of conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.	https://www.indoco.com/policies/
		Code_of_Conduct_for_Board_of_
		Directors_and_Senior_Management.
		pdf
Policy for Determination of Materiality of Events	This Policy for Determination of Materiality of Events is aimed at providing guidelines to the management of the Company to determine the materiality of events or information, which could affect investment decisions and ensure timely and adequate dissemination of information to the Stock Exchange(s).	https://www.indoco.com/policies/
		Policy for Determination of
		Materiality of Events.pdf
Whistle Blower & Vigil Mechanism Policy	This Policy has been formulated with a view to provide a mechanism for directors, employees, other stakeholders of the Company as well as Anonymous Whistle Blowers (in exceptional cases) to approach the Ombudsperson / Chairman of the Audit Committee of the Company.	https://www.indoco.com/policies/
		Whistle Blower and Vigil
		Mechanism.pdf
Policy for determining material subsidiary	This Policy aims to determine the Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries.	https://www.indoco.com/policies/
		Policy_for_Determining_Material_
		Subsidiaries.pdf
Risk Management Policy	The Policy aims to communicate the Company''s common and systematic approach to managing risk.	https://www.indoco.com/policies/
		Risk Management Policy.pdf

Name of the Policy	Brief Description	Web link
Policy on Materiality and Dealing with Related Party Transactions	The Policy regulates all transactions between the Company and its related parties.	https://www.indoco.com/policies/
		Policy_on_Materiality_of_Related_
		Party_Transactions.pdf
Corporate Social Responsibility Policy	This Policy aims to strategically draw the guiding principles for selection, implementation and monitoring of CSR activities as well as formulation of the annual action plan by the Board of the Company, after taking into account the recommendations of its CSR Committee.	https://www.indoco.com/policies/
		Corporate_Social_Responsibility_
		Policy.pdf
Familiarization Program for Independent Directors	Familiarization Program aims to familiarize the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives that would facilitate their active participation in managing the Company.	https://www.indoco.com/policies/
		Familiarization programme for
		independent_directors.pdf
Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, Key Managerial Personnel, senior management and other employees.	https://www.indoco.com/policies/
		Nomination_and_Remuneration_
		Policy.pdf
Policy on diversity of Board of Directors	This Policy sets out the approach to diversity on the Board of the Company.	https://www.indoco.com/policies/
		Policy_on_Diversity_of_Board_of_
		Directors.pdf
Policy for Orderly Succession for Appointments to the Board and Senior Management	This Policy aims that investors do not suffer due to sudden or unplanned gaps in leadership.	https://www.indoco.com/policies/
		Policy_for_Orderly_Succession.pdf
Board Evaluation Policy	The Policy has been framed with an objective to ensure individual directors of the Company and the Board as a whole, work efficiently and effectively in achieving their functions, for the benefit of the Company and its stakeholders.	https://www.indoco.com/policies/
		Board-Evaluation-Policy.pdf

Name of the Policy	Brief Description	Web link
"The Code of Conduct for Prevention of Insider Trading" and the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information"	This Code provides framework for dealing with the securities of Company in mandated manner.	https://www.indoco.com/policies/
		Insider_Trading_Code. pdf
Policy for Preservation of Documents	This Policy deals with the retention and archival of corporate records of the Company and all its subsidiaries.	https://www.indoco.com/policies/
		policy for preservation of
		documents.pdf
Policy for Archival of Website Information	This Policy provides the guiding principles for the archival and storage of the Company''s website information	https://www.indoco.com/policies/
		policy for archival of website
		informations.pdf

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Annual Report. The CSR Policy of the Company is available on the website of the Company and can be accessed through the web link: https:// www.indoco.com/policies/Corporate_Social_Responsibility_Policy.pdf

The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are provided in "Annexure C" to this Board''s Report.

The Board has accorded its consent to set off the excess amount spent by the Company on its CSR Activities against the requirement to spend in any subsequent year(s) in terms of Section 135 of the Act.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a Whistle Blower & Vigil Mechanism Policy. Further details on vigil mechanism of the Company are provided in the Corporate Governance Report, forming part of this Report.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size of its operations. The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company''s Internal Auditor also monitors and evaluates the internal control system and submits Quarterly Reports which are placed before the Audit Committee of the Board.

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee which reviews key risk elements of the Company''s business, finance, operations and compliance. The Risk Management Committee also assesses the adequacy of mitigation plans to address such risks. The Corporate Governance Report, which forms part of this report, contains the details of Risk Management Committee of the Company.

Risk Management Committee has formulated and implemented Risk Management Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company. The Risk Management Policy can be accessed on the Company''s website at https://www.indoco.com/ policies/Risk_Management_Policy.pdf

AUDITORS Statutory Auditor

Pursuant to Section 139 of the Act, rules made there under, the Board of Directors on the recommendation of the Audit Committee re-appointed M/s Gokhale & Sathe, a Firm of Chartered Accountants, (Firm Registration No. 103264W), as the Statutory Auditors of the Company for the further period of five financial years from the conclusion of 75^th Annual General Meeting till the conclusion of the 80^th Annual General Meeting of the Company to be held in the year 2027. Further the shareholders'' approval has been accorded in the 75^th AGM held on September 22, 2022.

Statutory Audit Report

During the financial year 2022-2023 no fraud has occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Auditor''s Report for the financial year ended March 31, 2023, does not contain any qualifications, reservations, adverse remarks or disclaimers and has been issued with an unmodified opinion, by the Statutory Auditors.

Secretarial Auditor

In terms of Section 204 of the Act, the Board of Directors has re-appointed CS Ajit Sathe- Proprietor of M/s A. Y. Sathe & Co. Company Secretaries in Practice (FCS 2899/COP 738) to undertake the Secretarial Audit of the Company for the financial year 2023-2024.

Secretarial Audit Report

The Secretarial Audit was carried out by M/s A. Y. Sathe & Co., Company Secretaries in Practice (FCS 2899/COP 738) for the financial year 2022-2023. The Report given by the Secretarial Auditor is annexed as "Annexure D" and forms integral part of this Board''s Report. During the year under review, the Secretarial Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

There has been no qualification, reservation or adverse remark or disclaimer in their Secretarial Audit Report other than the following:-

1. Stock Exchange intimation for Presentation and the audio/video recordings of post earnings/ quarterly calls for financial quarter ended December 31,2022 was uploaded at 9:45 a.m. on January 25, 2023 which is not before the next trading day.

2. Separate intimations for transcript of post earnings/ quarterly calls for financial quarter ended March

31, 2022 and financial quarter ended June 30, 2022 were not uploaded on Stock Exchange. It is observed that the intimation to the stock exchanges for audio/video recording also contains transcript of such calls.

Management responses to the observations made by the Secretarial Auditor in the Secretarial Audit Report are dealt as under:

1. The post earnings call for the quarter and nine months ended December 31, 2022 was held on January 24, 2023. The Company uploaded the audio recordings of post earnings calls within 24 hours of the conclusion of the said call, however due to technical issue the Company was unable to upload the said disclosure before next trading day i.e. before 09:00 a.m. on January 25, 2023 and uploaded the disclosure at 09:45 a.m.

2. The Company has given the link of transcript of post earnings call for the quarter ended March 31, 2022 and June 30, 2022 in the intimation sent to the stock exchanges for audio/video recording for the said quarters.

Cost Auditor

The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Act and accordingly, such accounts and records are made and maintained by the Company. The Board has re-appointed M/s Joshi Apte & Associates, Cost Accountants, (Firm''s Registration No. 00240) as Cost Auditor of the Company for conducting Cost Audit of your Company for the financial year 2023-2024 at a remuneration of '' 1,80,000/- per annum. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s Joshi Apte & Associates, Cost Auditors for financial year 2023-2024 is included at Item No. 4 of the Notice convening the Annual General Meeting.

LOANS, GUARANTEES & INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm''s length basis.

There were no materially significant related party transactions entered by the Company which may have a potential conflict with the interest of Company.

All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. Prior approval of the Audit Committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Particulars of contracts or arrangements or transactions with related party referred to in section 188 of the Act, in the prescribed form AOC-2, is provided as "Annexure E" to this Board''s Report.

The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 52 to the Standalone Audited Financial Statement of Company forming part of this Annual Report.

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

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

SECRETARIAL STANDARDS

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

The Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the website of the Company and can be accessed at https://www.indoco.com/inv-extract-of-annual-return.asp.

CORPORATE GOVERNANCE REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations and SEBI circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle. The BRSR is provided in a separate section and forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance, which forms part of this Annual Report.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as "Deposits" in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

OTHER DISCLOSURES

â¢ During the year under review, your Company has not issued shares with differential voting rights and sweat equity shares.

â¢ During the year under review, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

â¢ During the year under review, there was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors Indoco Remedies Limited

Sd/-

Suresh G Kare

Place : Mumbai Chairman

Date : May 23, 2023 DIN: 00179220

Mar 31, 2018

Dear Members,

The Directors are pleased to present the Seventy First Annual Report on the business operations together with the Audited Financial Statements for the Financial Year ended March 31, 2018 and on the state of affairs of the Company

Financial Performance:

The highlights of the performance of the Company for the year ended March 31, 2018 are summarized below:

(Rs. crores)

Particulars	Financial Year ended March 31, 2018	Financial Year ended March 31, 2017
Revenue from Operations (Gross)	1,041.58	1,094.06
Add: Other Income	4.79	4.13
Total Income	1,046.37	1,098.19
Profit Before Interest, Depreciation & Tax	139.65	160.76
Less: Finance Cost	23.51	6.16
Less: Depreciation & Amortisation	67.71	63.27
Profit Before Tax	48.43	91.33
Less: Provision for Taxation - Current	11.07	19.62
- Deferred	(10.06)	8.35
- Mat Credit Adjustments	6.22	(14.09)
Net Profit After Tax	41.20	77.45
Other Comprehensive Income	0.23	0.13
Total Comprehensive Income	41.43	77.58
Balance brought forward	309.95	249.59
Amount available for appropriation	351.38	327.1 7
Appropriation: - Final Dividend Paid	14.74	1.84
- Dividend Tax	3.00	0.38
- Transfer to General Reserve	-	15.00
- Balance carried forward	333.64	309.95
	351.38	327.1 7

Results from Operations:

The total revenues for the year stands at Rs.1,046.37 crore as compared to Rs.1,098.20 crores in the previous year. The Profit Before Tax (PBT) was Rs.48.43 crores as compared to Rs.91.33 crores in the previous year. After providing for Tax, the Profit After Tax (PAT) is Rs.41.20 crores as against Rs.77.45 crores in the previous year.

Implementation of the GST during the first quarter of the Financial Year affected the Domestic business of the Company, resulting in lower PBT and PAT. The profit margins were further affected due to increase in input and other costs.

The Company sees a lot of potential in its International Business. Keeping this in mind the Company undertook capacity expansion at its Sterile Formulation Plant in Goa and its API unit at Patalganga. The increased capacity will also greatly help in meeting the demands of the Domestic business.

During the year, the company received the European GMP certification from the Regulatory Authority of Hungary for its manufacturing facility for non - sterile products (Goa - Plant III), located at L-32,33,34, Verna Industrial Estate, Goa.

The Companyâs API plant at Patalganga received accreditation renewal from the Japanese Regulatory Authorities. The Accreditation is valid until May 21, 2023.

The Companyâs API manufacturing facility at Patalganga and Kilo Lab facility at Rabale successfully completed USFDA inspection.

The Medicines and Healthcare Products Regulatory Agency (UK-MHRA) inspected the Companyâs manufacturing facility (Plant I at L -14, Verna Industrial Estate, Verna, Goa) from March 14, 2018 to March 16, 2018. Goa Plant I manufactures Solid Dosages, Liquid Orals and External Preparations. Subsequent to the inspection, the UK-MHRA issued observations, which include 3 critical and 4 major and issued a restricted GMP certificate permitting continued manufacture and testing of products considered to be medically critical or to ensure continuity of supply, as determined by the competent authority. The Company is fully committed in resolving the issue and is addressing the matter on top priority.

A detailed discussion on the business performance and future outlook is included in the Management Discussion & Analysis, which forms part of the Directorsâ Report.

Dividend & Reserves:

The Board has recommended a Final Dividend of 50% (Rs.1/- per share) i.e. Rs.9.21 crores for the year 2017-2018. Dividend for the FY 2016 - 2017 was 80% (Rs.1.60 per share) i.e. Rs.14.74 crores.

Energy Conservation/Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure Aâ.

Share Capital:

The paid up Equity Share Capital as on March 31, 2018 is Rs.18.43 crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

As on March 31, 2018 none of the Directors of the Company held shares of the Company except:

Mr. Suresh G Kare - Chairman

Ms. Aditi Panandikar - Managing Director

Mr. Sundeep V Bambolkar - Jt. Managing Director

Finance:

Cash and cash equivalent as on March 31, 2018 was Rs.7.96 crore. The Company continues to focus on judicious management of its Working Capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring.

Deposits:

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Credit Rating:

ICRA has revised the Companyâs long term borrowings rating to A (Stable) and reaffirmed the short term borrowing rating as A1 .

These ratings are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk.

Corporate Social Responsibility (CSR):

As required under Section 135 of the Companies Act, 2013, the Company undertook CSR initiatives, which is mainly focused on promoting education, health and public hygiene. The Company spent an amount of Rs.0.24 crores during the year for CSR as against an amount of Rs.2.31 crores (including an amount Rs.0.31 crores b/f from the previous year). A detailed list of the CSR expenditure is annexed herewith as âAnnexure Bâ. The shortfall is mainly due to the fact that some of the projects sanctioned are taking time for completion and hence entire amount on those Projects has not been spent.

In addition to fulfilling its CSR obligations, the Company during the year made substantial donations of free medicines to charitable institutions for distribution among the needy.

Internal Control Systems and their Adequacy:

The Company has an Internal Control System, commensurate with the size of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Companyâs Internal Auditor also monitors and evaluates the internal control system and submits Quarterly Reports which are placed before the Audit Committee of the Board.

The Risk Management Policy of the Company is available on the Company Website at: http://www.indoco.com/policies/the_risk_management_policy.pdf

Vigil Mechanism / Whistle Blower Policy:

The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company: http://www.indoco.com/policies/whistle_blowers_policy.pdf

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

Subsidiaries:

The Company has two subsidiaries. A statement containing salient features of the financial statements of subsidiaries in prescribed Form AOC-1 as required under Section 129(3) of the Companies Act, 2013 (âActâ), is furnished in âAnnexure Câ to this report.

Further, pursuant to Section 136 of the Act, the financial statements of the Company consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company - www.indoco.com. There have been no material changes in the nature of the business of the subsidiaries during the financial year 2017-2018.

As there was no business activity, the Company during the year has applied to the Registrar of Companies for striking off the names of following Companies

- Indoco Pharmchem Limited - 100% subsidiary

- Indoco Analytical Solutions LLP - Associate LLP

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company prepared in accordance with Indian AS notified under Section 133 of the Companies Act, 201 read with Companies (Indian Accounting Standards) Rules, 2015 forms part of this Annual Report.

Directors:

Mr. Suresh G Kare was re-appointed as Chairman of the Company for a period of 5 years from July 1, 2013 to June 30, 2018. The Board is of the view that on account of Mr. Suresh G Kareâs vast experience and knowledge of the Pharmaceutical Industry and his commitment towards business, his re-appointment will immensely benefit the Company. Hence, it is proposed to re-appoint him as the Wholetime Director of the Company, designated as Chairman on fresh terms & conditions, including remuneration. The Board of Directors on the recommendation of the Nomination and Remuneration Committee at its meeting held on May 30, 2018 and subject to the approval of the shareholders at the AGM, approved the re-appointment of Mr. Suresh G Kare for a tenure of 5 years with effect from July 1, 2018 on revised terms and conditions as stated in the explanatory statement annexed to Notice to Annual General Meeting. The members are requested to approve the resolution No.4 in the Notice.

In terms of provisions of the Section 152(6) of the Companies Act, 2013, Mr. Sundeep V Bambolkar, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. The profile of Director seeking reappointment pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is included in the Annual Report.

No Director was appointed or has resigned during the year under consideration.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year 6 (Six) Board Meetings were held and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Report on Corporate Governance.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Information Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014.

1. The Board Affirms that the remuneration paid is as per the Remuneration Policy of the Company.

2. The percentage increase in the remuneration of Company Secretary in the financial year was 4.8%.

3. The percentage increase in the median remuneration of employees in the financial year: 9.7%.

4. Average percentage increase in salaries of non-managerial employees was 5.6% as compared to average percentage increase in managerial remuneration which was 9.4%.

5. Number of Permanent employees on the rolls of the company as on March 31, 2018: 5455 Nos.

6. The Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the year under consideration:

Name of Director	Remuneration Paid (Rs.)	Median Remuneration (Rs.)	Ratio
Mr. Suresh G Kare (Executive Chairman)	24000000	229956	1:104
Ms. Aditi Panandikar (Managing Director)	17677940	229956	1:77
Mr. Sundeep V Bambolkar (Jt. Managing Director)	162 57500	229956	1:71
Mr. Sharad P Upasani (Independent Director)	430000	229956	1:1.87
Mr. D M Gavaskar (Independent Director)	410000	229956	1:1.78
Mr. Rajiv P Kakodkar (Independent Director)	395000	229956	1:1.72
Dr. Anil M Naik (Independent Director)	355000	229956	1:1.54
Dr. Anand M Nadkarni (Non Executive Director)	240000	229956	1:1.04

Directorsâ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 profits of the Company for that year;

iii. that proper and sufficient care has been taken 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;

iv. that the annual accounts have been prepared on a âgoing concernâ basis;

v. that the company has laid down internal financial controls and such internal financial controls are adequate and operating effectively;

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

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit Committee is obtained on a yearly basis specifying the upper ceiling as to amount of the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The particulars as required under the Companies Act, 2013 is furnished in âAnnexure Dâ to this report. Significant and Material Orders passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Statutory Auditors:

In terms of provisions of Section 139(1) of the Companies Act, 2013, M/s. Gokhale & Sathe, a firm of Chartered Accountants, bearing Firm Registration No. 103264W have been appointed as the Statutory Auditors of the Company for a period of 5 years at the 70^th Annual General Meeting of the members of the company held on 09.08.2017 to hold office till the conclusion of the 75^th AGM of the Company.

In terms of the Companies (Amendment) Act, 2017 and vide notification no S.O. 1833(E) dt. 7.5.2018, the Ministry of Corporate Affairs have done away with the requirement of ratification of the appointment of auditors, at each subsequent Annual General Meeting, by deleting the 1^st Proviso to the sub-section (1) of Section 139 of the Companies act, 2013. Accordingly, the same is now onwards not required to be put up to the members for ratification.

M/s Gokhale & Sathe have confirmed that they continue to be eligible under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for continuing as Auditors of the Company.

Cost Auditors:

In terms of the order issued by the Central Government under Section 148 of the Companies Act, 2013 the Company was required to appoint cost auditors to get the audit of the cost records of the Company done by a member of the Institute of Cost Accountants of India (ICAI).

For FY 2017-2018, the Company had appointed M/s Sevekari Khare & Associates (Firm Registration No. 000084) to get the audit of the cost records done. They would be required to submit the reports by September 29, 2018.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Memberâs ratification for the remuneration payable to M/s Sevekari Khare & Associates, Cost Auditors for FY 2018-2019 is included at Item No. 6 of the Notice convening the Annual General Meeting.

Secretarial Audit:

The Secretarial Audit was carried out by M/s A Y Sathe & Co., Company Secretaries in Practice (Registration No.: FCS 2899/COP 738) for the financial year 2017-2018. The Report given by the Secretarial Auditors is annexed as âAnnexure Eâ and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors has appointed CS Ajit Sathe- Proprietor of M/s A Y Sathe & Co. Company Secretaries in Practice (Registration No.: FCS 2899/COP 738) to undertake the Secretarial Audit of the Company.

Corporate Governance:

The Company complies with the Securities and Exchange Board of India (SEBI) guidelines on Corporate Governance. The Company has documented the internal policies on Corporate Governance. Several aspects of the Act, such as the Whistleblower Policy and Code of Conduct and Business Ethics, have been incorporated into our policies. Our Corporate Governance report for 2017-2018 forms part of this Annual Report. The Report is duly certified by the Statutory Auditors of the Company whose certificate is also annexed.

Extract of the Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure-F and forms an integral part of this Report.

Particulars of Employees:

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in the Corporate Governance Report.

Employee Relations:

The employee relations at all levels and at all units continued to be cordial during the year.

Business Responsibility Report:

As mandated by the Securities and Exchange Board of India (SEBI), the Business Responsibility Report of the Company for the year ended March 31, 2018 is annexed as âAnnexure Gâ and forms integral part of this Report.

Acknowledgement:

The Company has been able to operate efficiently through continuous improvement in all functions and areas by efficiently utilizing its resources. The Directors hereby wish to place on record their appreciation of the services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. The Directors also wish to place on record their word of sincere appreciation to the bankers & financial institutions, investors, vendors, customers, the medical profession and all other business associates for their continued support.

Cautionary Statement:

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companyâs objectives, projections, estimates and expectations may constitute âForward Looking Statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

For and on behalf of the Board of Directors

SURESH G KARE

Place : Mumbai Chairman

Date : May 30, 2018 DIN:00179220

Mar 31, 2017

Dear Members,

The Directors are pleased to present the Seventieth Annual Report on the business operations together with the Audited Financial Statements for the Financial Year ended March 31, 2017 and on the state of affairs of the Company

Financial Performance:

The highlights of the performance of the Company for the year ended March 31, 2017 is summarized below:

(Rs. crores)

Particulars	Financial Year ended March 31, 2017	Financial Year ended March 31, 2016
Revenue from Operations (Gross)	1,094.06	1,004.76
Add: Other Income	4.13	1.67
Total Income	1,098.19	1,006.43
Profit Before Interest, Depreciation & Tax	160.76	172.07
Less: Finance Cost	6.16	12.15
Less: Depreciation & amortization	63.26	60.63
Profit Before Tax	91.34	99.29
Less: Provision for Taxation - Current	19.62	21.98
- Deferred	(5.74)	(5.03)
- Earlier Years	-	0.05
Net Profit After Tax	77.46	82.29
Balance bought forward	250.83	216.81
Amount available for appropriation	328.29	299.10
Appropriation: - Interim Dividend Paid		12.90
- Final Dividend Paid	1.84	14.74
- Dividend Tax	0.39	5.63
- Transfer to General Reserve	15.00	15.00
Balance carried forward	311.06	250.83

Results from Operations:

The Company has prepared its Financial Statement based on the new Indian-AS notified under Section 133 of the Companies Act 2013, read with Companies (Indian Accounting Standard) Rules, 2015. The total income of the Company amounted to Rs.1098.19 crore as compared to Rs.1006.43 crores in the previous year. This represents a 9% growth. The Profit before tax (PBT) was Rs.91.34 crores as compared to Rs.99.29 crores in the previous year. After providing for Tax, the Net Profit (PAT) amounted to Rs.77.45 crores as against Rs.82.29 crores in the previous year. The decline in PBT and in PAT is mainly due to increase in input and other costs.

During the Year, the Company completed its restructuring exercise in domestic Formulation Business. As a result the composition of prescription from Doctor specialties has improved as planned. This helped the Company to achieve growth inspite of headwinds. The domestic business contributes to 55% of total Sales.

The Company sees a lot of potential in its Regulated Markets business in the years to come and keeping this in mind has taken steps to expand its production capacity. During the year under consideration the Company acquired a manufacturing facility located at Baddi. This facility having a manufacturing capacity to produces 4.3 billion tablets and 50 million capsules p.a. will be another manufacturing hub for the Company''s solid dosages business in the regulated markets. With this acquisition, Indoco will now have 6 facilities for finished dosages and 3 for APIs. In addition to this acquisition, the Company is also carrying out expansion work at its Sterile Formulation Plant in Goa. The Company''s API plant in Patalganga is also being expanded to substantially increase its production capacity

During the year, the Company received United States Food and Drugs Administration (USFDA) approval for its Abbreviated New Drug Application (ANDA) for Allopurinol 100 mg and 300 mg tablets. This Drug is used for the treatment of Gout

AnaCipher CRO- the Clinical Research Division of the Company, was audited by USFDA twice during the year- in January and February 2017. Both the audits were successful with Zero 483s.

The USFDA had inspected our drug manufacturing facilities at Goa (Plant II & Plant III) from August 31, 2016 to September 4, 2016. As an outcome of this inspection, the facility received 6 observations in Form 483, none of which pertains to data integrity. However, FDA has issued warning letter with respect to Ophthalmic Product leakage. The Company has appointed a US based Consultant to help the Company to overcome this issue. The Company is fully committed in resolving the issue and is looking into the matter on top priority. The Company is also committed to its philosophy of highest quality in manufacturing, operations, systems integrity and cGMP culture.

The Goods & Services Tax (GST) is proposed to come into effect from July 1, 2017. The Governing Council of GST has announced the rates applicable across the various sectors. The rate applicable to Pharma companies will have no major impact on your Company. Your Company has completed all the formalities required for the smooth integration with the new GST laws and rates.

A detailed discussion on the business performance and future outlook is included in Management Discussion & Analysis which forms part of the Directors'' Report.

Dividend & Reserves:

The Board has recommended a Final Dividend of 80% (Rs. 1.60 per share) i.e. Rs.14.74 crores for the year 2016-17. The Company in the FY 201 5-2016 had made a payment of both Interim Dividend and Final Dividend. The total dividend for the year 2015-16 was 80% (Rs. 1.60 per share) i.e. Rs.14.74 crores.

The Directors have recommended transfer of an amount of Rs.15.00 crores to General Reserve (Previous year Rs.15.00 crore)

Energy Conservation/Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

Share Capital:

The paid up Equity Share Capital as on March 31, 2017 is Rs.18.43 crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

As on March 31, 2017 other than

Mr. Suresh G Kare - Chairman

Ms. Aditi Panandikar - Managing Director

Mr. Sundeep V Bambolkar - Jt. Managing Director

none of the Directors of the Company held shares of the Company

Finance:

Cash and cash equivalent as at March 31, 2017 was '' 59.92 crore. The Company continues to focus on judicious management of its Working Capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring.

Deposits:

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Credit Rating:

ICRA has reaffirmed Company''s long term borrowings rating as AA- and the short term borrowing rating as A1 .

These ratings are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk.

Corporate Social Responsibility (CSR):

As required under Section 135 of the Companies Act, 2013, during the year, the Company undertook a number of CSR initiatives which is mainly focused on promoting education, health and public hygiene. In this connection the Company during the year under consideration spent an amount of Rs.2.22 crores as against an amount of Rs.2.53 crores (including an amount Rs.0.64 crores b/f from the previous year) required to be spent. A detailed list of the CSR expenditure made is annexed herewith as "Annexure B". The shortfall of '' 0.31 crores is mainly due to the fact that some of the projects sanctioned are taking time for completion and hence entire amount on those Projects has not been spent. The balance amount on those projects will be spent in the FY 2017-2018

In addition to fulfilling its CSR obligations, the Company during the year made substantial donations of free medicines to charitable bodies for distribution among the needy.

Internal Control Systems and their Adequacy:

The Company''s Internal Auditor also monitors and evaluates the internal control system and submits Quarterly Reports which are placed before the Audit Committee of the Board.

The Risk Management Policy of the Company is available on the Company Website at: http://www.indoco.com/policies/the_risk_management_policy.pdf

Vigil Mechanism / Whistle Blower Policy:

The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company. http://www.indoco.com/policies/whistle_blowers_policy.pdf

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

- No of complaints received: Nil

- No of complaints disposed off: Nil

Subsidiaries:

The Company has three subsidiary companies:

1. Xtend Industrial Designers and Engineers Private Limited

2. Indoco Pharmchem Limited

3. Indoco Remedies Singapore Pte. Ltd.

The salient features of the financial statements of the subsidiaries are given herein below:

CIN	U93000MH1995PTC086174	U33112MH2012PLC232609	201542731W
Name of the Subsidiary	Xtend Industrial Designers and Engineers Pvt. Ltd	Indoco Pharmchem Ltd.	Indoco Remedies Singapore Pte. Ltd.
Reporting period for the subsidiary	April 1, 2016 - March 31, 2017	April 1, 2016 - March 31, 2017	April 1, 2016 -March 31, 2017
Reporting Currency	INR (Rs.) (in Lakhs)	INR (Rs.) (in Lakhs)	USD ($) (in Lakhs)
Equity Share Capital	2.50	5.00	0.21
Preference Share Capital	200.20	-	-
Reserves and Surplus	0.98	(1.86)	(0.20)
Total Assets	386.64	3.43	0.05
Total Liabilities	386.64	3.43	0.05
Investments	Nil	Nil	Nil
Turnover	276.79	Nil	Nil
Profit / (Loss) before Taxation	(31.58)	(0.46)	(0.12)
Provision for Taxation	(0.50)	-	-
Profit/(Loss) after Taxation	(31.08)	(0.46)	(0.12)
Proposed Dividend	-	-	-
% of shareholding	100%	100%	100%

The Company has one associate LLP:

1. Indoco Analytical Solutions LLP

There was no activity in the associate LLP - Indoco Analytical Solutions LLP. The Salient features of the Financial Statement is given herein below:

Name of the Associate	Indoco Analytical Solutions LLP
Latest Audited Balance Sheet Date	April 1, 2016 - March 31, 2017
Share of Associate held by the Company as on March 31, 2017
i) Nos	NA
ii) Amount of Capital Contributed	Rs. 4,90,000
iii) Extent of Holding	98%
Description of how there is significant influence	The Company holds 98% of the capital of the LLP
Reason why the associate is not consolidated	NA
Net worth attributable to Shareholding as per latest Audited Balance Sheet (Rs. in Lakhs)	3.91
Profit/(Loss) for the Year
a. Considered in Consolidation	(0.12)
b. Not considered in Consolidation	-
(Rs. in Lakhs)

The audited financial statements, the Auditors Report thereon and the Board''s Report for the year ended March 31, 2017 for each of the Company''s subsidiaries and Company''s associate LLP are available on the Company website.

No Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of Indoco Remedies Limited during the year under consideration.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with Indian-AS, notified under Section 133 of the Companies Act 2013, read with Companies (Indian Accounting Standard) Rules, 2015 form part of this Annual Report.

Directors:

In terms of provisions of the Section 152(6) of the Companies Act, 2013, Dr. Anand M Nadkarni, Director retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. The profile of the Director seeking reappointment pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is included in the Annual Report.

No Director or Key Managerial Personnel was appointed or has resigned during the year under consideration.

During the year 4 (Four) Board Meetings were held and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Report on Corporate Governance.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

1. The Board Affirms that the remuneration paid is as per the Remuneration Policy of the Company.

2. The percentage increase in the remuneration of Company Secretary in the financial year was 10%.

3. The percentage increase in the median remuneration of employees in the financial year: 17%.

4. Average percentage increase in salaries of non-managerial employees was 16% as compared to average percentage increase in managerial remuneration which was 15%.

5. Number of Permanent employees on the rolls of the Company as on March 31, 2017: 6036 Nos.

6. The Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the year under consideration:

Name of Director	Remuneration Paid (Rs.)	Median Remuneration (''	Ratio
Mr. Suresh G Kare (Executive Chairman)	28711000	215760	1:133
Ms. Aditi Panandikar (Managing Director)	18241529	215760	1:85
Mr. Sundeep V Bambolkar (Jt. Managing Director)	16852188	215760	1:78
Dr. Anil M Naik (Independent Director)	340000	215760	1:1.58
Mr. D M Gavaskar (Independent Director)	280000	215760	1:1.30
Mr. Sharad P Upasani (Independent Director)	260000	215760	1:1.21
Mr. Rajiv P Kakodkar (Independent Director)	205000	215760	1:0.95
Dr. Anand M Nadkarni (Non Executive Director)	160000	215760	1:0.74

Directors'' Responsibility Statement

i. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

iv. that the annual accounts have been prepared on a ''going concern'' basis;

v. that the Company has laid down internal financial controls and such internal financial controls are adequate and operating effectively;

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

Related Party Transactions

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

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit Committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The particulars as required under the Companies Act, 2013 is furnished in "Annexure C" to this report. Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Statutory Auditors:

M/s. Patkar & Pendse, Chartered Accountants, hold office as Auditors till the conclusion of the ensuing Annual General Meeting. Pursuant to Section 139(2) of the Companies Act, 2013 and rules made there under, M/s. Patkar & Pendse, Chartered Accountants, shall not be eligible for re-appointment due to provisions relating to rotation of auditor.

The Audit Committee of the Board has subject to the approval of the Members at the forthcoming Annual General Meeting, recommended the appointment of M/s Gokhale & Sathe, Chartered Accountants (Firm Regn.: No. 103264W) as Statutory Auditors of the Company for a period of 5 (Five) years till the conclusion of the Seventy Fifth Annual General Meeting to be held in 2022.

M/s Gokhale & Sathe have confirmed their eligibility as required by Section 139 of the Companies Act, 2013 to act as Auditors of the Company. They have also conveyed their willingness to accept the office as Auditors, if appointed.

Cost Auditors:

In terms of the Order issued by the Central Government under Section 148 of the Companies Act, 2013 the Company was required to appoint cost auditors to get the audit of the cost records of the Company done by a member of the Institute of Cost Accountants of India (ICAI).

For FY 2016-2017, the Company had appointed M/s Sevekari Khare & Associates (Firm Registration No. 000084) to get the audit of the cost records done. They would be required to submit the reports by September 29, 2017.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s Sevekari Khare & Associates, Cost Auditors for FY 2017-2018 is included at Item No. 5 of the Notice convening the Annual General Meeting.

Secretarial Audit

The Secretarial Audit was carried out by M/s A. Y Sathe & Co., Company Secretaries in Practice (Registration No.: FCS 2899/COP 738) for the financial year 2016-2017. The Report given by the Secretarial Auditors is annexed as "Annexure D" and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors has appointed CS Ajit Sathe- Proprietor of M/s A. Y Sathe & Co. Company Secretaries in Practice (Registration No.: FCS 2899/COP 738) to undertake the Secretarial Audit of the Company.

Corporate Governance

We comply with the Securities and Exchange Board of India (SEBI)''s guidelines on Corporate Governance. We have documented our internal policies on corporate governance. Several aspects of the Act, such as the Whistleblower Policy and Code of Conduct and Ethics, have been incorporated into our policies. Our Corporate governance report for fiscal 2017 forms part of this Annual Report. The Report is duly certified by the Statutory Auditors of the Company whose certificate is also annexed.

Extract of the Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E".

Particulars of Employees:

Employees Relations

The employees'' relation at all levels and at all units continued to be cordial during the year.

Business Responsibility Report

As mandated by the Securities and Exchange Board of India (SEBI), the Business Responsibility Report of the Company for the year ended March 31, 2017 is annexed as "Annexure F" and forms integral part of this Report.

Acknowledgement

Your Company has been able to operate efficiently through continuous improvement in all functions and areas by efficiently utilizing the Company''s resources. The Directors wish hereby to place on record their appreciation of the services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. The Directors also wish to place on record their word of sincere appreciation to the bankers & financial institutions, the investors, the vendors, the customers, the medical profession and all other business associates for their continued support. Your Directors look forward to the long term future with confidence.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

For and on behalf of the Board of Directors

SURESH G KARE

Place : Mumbai Chairman

Date : May 26, 2017 DIN:001 79220

Mar 31, 2016

Dear Members,

The Directors are pleased to present the Sixty-Ninth Annual Report on the business operations together with the Audited Accounts for the Financial Year ended March 31, 2016 and on the state of affairs of the Company

Financial Performance

The highlights of the performance of the Company for the year ended March 31, 2016 is summarized below:

(Rs.crores)

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

Sales & Operations 1010.43 864.85

Less: Excise Duty 10.03 11.21

Net Sales 1000.40 853.64

Add: Other Income 1.23 1.74

Total Income 1001.63 855.38

Profit Before Interest, Depreciation & Tax 173.54 166.93

Less: Finance Cost 12.27 10.34

Less: Depreciation & amortisation 60.34 47.11

Profit Before Tax 100.93 109.48

Less: Provision for Taxation

Current 22.33 30.61

Deferred (2.90) (3.51)

Earlier Years 0.05 2.56

MAT credit Entitlement (1.87) (2.99)

Net Profit After Tax 83.32 82.81

Balance bought forward 207.28 161.92

Amount available for appropriation 290.59 244.73

Appropriation:

- Interim Dividend 12.90 -

- Proposed Dividend 1.84 14.74

- Dividend Tax 3.00 3.00

- Adjustment relating to Fixed Assets - 4.71

- Transfer to General Reserve 15.00 15.00

- Balance carried forward 257.85 207.28

290.59 244.73

Results from Operations

During the Year the Company achieved Turnover of Rs. 1000 crore. Contribution of International Business has gone up to 43% of the Total Turnover. On the domestic front, a spate of price controls and products listed in the National List of Essential Medicines (NLEM) and Government Notification which banned 344 fixed dose combinations adversely affected the Pharma Industry. The ban will affect some of the company''s products but will not have a substantial impact on the overall Turnover. Your company has filed a writ petition in the Delhi High court seeking a stay over the ban.

During the year 2015-16, the total income of the Company amounted to Rs. 1,001.63 crore as compared to Rs. 855.38 crores in the previous year. This represents a 17.1% growth. The Profit before tax (PBT) at Rs. 100.93 crores as compared to Rs. 109.48 crores in the previous year represents a decline of 7.8%. After providing for Tax and MAT, the Net Profit (PAT) amounted to Rs. 83.32 crores as against Rs. 82.81 crores in the previous year. The decrease in PBT and marginal increase in PAT is mainly due to increase in input and other costs.

In December, 2015, the Company incorporated Indoco Remedies Singapore Pte Limited, a 100% subsidiary. The subsidiary will be used for the expansion of the company''s ambitious plans to extend its activities in the European and US markets.

A detailed discussion on the business performance and future outlook is included in Management Discussion & Analysis which forms part of the Directors'' Report.

Dividend & Reserves

The Board has recommended a Final Dividend of 10% (Rs. 0.20 per share) i.e. Rs. 1.84 crores for the year 2015-16. An interim dividend of 70% (Rs. 1.40 per share) i.e. Rs. 12.90 crores has already been paid for the year 2015-16. Thus, the total dividend for the year 2015-16 is 80% (Rs. 1.60 per share) i.e. Rs. 14.74 crores as against 80% (Rs. 1.60 per share) i.e. Rs. 14.74 crores paid in the previous year. Provision of Rs. 0.37 crores has been made for corporate dividend tax on the final dividend proposed. Corporate dividend tax of Rs. 2.63 crores has already been paid on the interim dividend paid for the year 2015-16. The total Tax on distributed profits payable by the Company would amount to Rs. 3.00 crores as against Rs. 3.00 crores paid in the previous year.

The Directors have recommended transfer of an amount of Rs. 15.00 crores to General Reserves (Previous year Rs. 15.00 crores).

Energy Conservation/Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

Share Capital

The paid up Equity Share Capital as on March 31, 2016 was Rs. 18.43 crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

As on March 31, 2016 other than

Mr. Suresh G. Kare - Chairman

Ms. Aditi Panandikar Â Managing Director

Mr. Sundeep V. Bambolkar Â Jt. Managing Director

none of the other Directors of the Company held shares of the Company

Finance

Cash and cash equivalent as at March 31, 2016 was Rs. 13.89 crore. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Deposits

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Credit Rating

ICRA has reaffirmed Company''s long term borrowings rating as AA- and the short term borrowing rating as A1 .

These ratings are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk.

Corporate Social Responsibility (CSR)

As required u/s 135 of the Companies Act, 2013, during the year, the Company undertook a number of CSR initiatives which is mainly focused on promoting education, health and public hygiene. In this connection the Company during the year under consideration spent an amount of Rs. 0.89 crore as against an amount of Rs. 1.53 crores required to be spent. A detailed list of the CSR expenditure made is annexed herewith as "Annexure B". The shortfall of Rs. 0.64 crores is mainly due to the fact that some of the projects sanctioned are taking time for completion and hence entire amount on those Projects has not been spent. The balance amount on those projects will be spent in the FY 2016-2017

In addition to fulfilling its CSR obligations, the Company during the year made substantial donations of free medicines to charitable bodies for distribution among the needy.

Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company''s Internal Auditor also monitors and evaluates the internal control system and submits Quarterly Reports which are also placed before the Audit Committee of the Board.

The Risk Management Policy of the Company is available on the Company Website at:

http://www.indoco.com/policies/the_risk_management_policy.pdf

Whistle Blower Policy

The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company at: http://www.indoco.com/policies/whistle_blowers_policy.pdf.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16:

- No of complaints received: Nil

- No of complaints disposed off: Nil

Subsidiaries:

The Company has three subsidiary companies:

1. Xtend Industrial Designers and Engineers Private Limited

2. Indoco Pharmchem Limited

3. Indoco Remedies Singapore Pte. Ltd.

The Company has one associate LLP:

1. Indoco Analytical Solutions LLP

There was no activity in the associate LLP - Indoco Analytical Solutions LLP. The extract of the Financial Statement is given herein below:

Name of the Associate Indoco Analytical Solutions LLP

Latest Audited Balance Sheet Date April 1, 2015 - March 31, 2016

Share of Associate held by the Company as on March 31, 2016

i) Nos NA

ii) Amount of Capital Contributed Rs. 490000

iii) Extent of Holding 98%

Description of how there is significant influence The company holds 98% of the capital of the LLP

Reason why the associate is not consolidated There was no business activity during the Financial Year

Net worth attributable to Shareholding as per latest Audited Balance Sheet (Rs. in Lakhs) 4.02

Proft/(Loss) for the Year

i) Considered in Consolidation 0

ii) Not considered in Consolidation (Rs. in Lakhs) (0.16)

The audited financial statements, the Auditors Report thereon and the Board''s Report for the year ended March 31,2016 for each of the Company''s subsidiaries and Financial Statement of the Company''s associate LLP are available on the Company website.

Indoco Remedies Singapore Pte. Ltd., became a subsidiary Company of Indoco Remedies Ltd., during the year under consideration.

No other Company has become or ceased to be a Joint Venture or Associate company of Indoco Remedies Limited during the year under consideration.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India forms part of this Annual Report.

Directors

In terms of provisions of the Section 152(6) of the Companies Act, 2013, Ms. Aditi Panandikar retires by rotation at the forthcoming Annual General Meeting, and being eligible offers herself for re-appointment. The profile of director seeking reappointment pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Annual Report.

No Director or Key Managerial Personnel was appointed or has resigned during the year under consideration. Mr. Sharad P Upasani was appointed to the Audit committee in the meeting held on May 27, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, 5 (Five) Board Meetings were held and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Report on Corporate Governance.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

1. The Board Affirms that the remuneration paid is as per the Remuneration Policy of the Company.

2. The percentage increase in the remuneration of Company Secretary in the financial year was 16.4%.

3. The percentage increase in the median remuneration of employees in the financial year was 8.9%.

4. Average percentage increase in salaries of non-managerial employees was 13.4% as compared to average percentage increase in managerial remuneration which was 14.8%.

5. Number of Permanent employees on the rolls of the company as on March 31, 2016 was 5720 Nos.

6. The Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the year under consideration:

Name of Director Remuneration Paid Median Remuneration Ratio

Mr. Suresh G. Kare 25019600 184302 1:136 (Executive Chairman)

Ms. Aditi Panandikar 15673200 184302 1:85 (Managing Director)

Mr. Sundeep V. Bambolkar 14416646 184302 1:78 (Jt. Managing Director)

Mr. Sharad P. Upasani 180000 184302 1:0.98 (Independent Director)

Mr. D. M. Gavaskar 180000 184302 1:0.98 (Independent Director)

Dr. Anil M. Naik 165000 184302 1:0.90 (Independent Director)

Mr. Rajiv P. Kakodkar 160000 184302 1:0.87 (Independent Director)

Dr. Anand Nadkarni 80000 184302 1:0.43 (Non Executive Director)

7. There has been an increase in the remuneration paid to the Executive Directors. There has been no increase in the sitting fees paid to the Independent Directors and Non Executive Director. During the year there has been an increase in Sales by 17.10% and an increase of 0.62% in PAT.

8. Comparison of remuneration of the Key Managerial Personnel against the performance of the Company":

i) Change in sales of the Company : 17.10% increase

ii) Change in the PAT of the Company: 0.62% increase

iii) Change in the remuneration of Mr. Sunil D. Joshi (KMP) 16.4%

9. Variation in Market capitalization

2016 : Rs.2677 crore

2015 : Rs. 3352 crore

Price earning Ratio as on March 31, 2016: 32.03

Price earning Ratio as on March 31, 2015: 40.47

% Increase in market quotation in the shares of the company in comparison to the rate at which the company came out with the last public issue: 785.22%

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 profits of the Company for that year;

iii. that proper and sufficient care has been taken 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;

iv. that the annual accounts have been prepared on a ''going concern'' basis;

v. that the company has laid down internal financial controls and such internal financial controls are adequate and operating effectively;

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

Related Party Transactions

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

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit Committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The particulars as required under the Companies Act, 2013 is furnished in Annexure C to this report.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Statutory Auditors

The Members at the Sixty Seventh Annual General Meeting approved the appointment of M/s. Patkar & Pendse, Chartered Accountants, (Firm Registration No. 107824W), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of 3 years till the conclusion of the Seventieth Annual General Meeting to be held in 2017.

M/S Patkar and Pendse have confirmed that they continue to be eligible under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for continuing as Auditors of the Company. As required by the Companies Act, 2013, the Members are requested to ratify their appointment as Auditors for the FY 2016-2017.

Cost Auditors

In terms of the Order issued by the Central Government under Section 148 of the Companies Act, 2013 the Company was required to appoint Cost Auditors to get the audit of the cost records of the Company done by a member of the Institute of Cost & Works Accountants of India (ICAI).

For FY 2015-2016, the Company had appointed M/s Sevekari Khare & Associates (Firm Registration No. 000084) to get the audit of the cost records done. They would be required to submit the reports by September 29, 2016.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s Sevekari Khare & Associates, Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

Secretarial Audit

The Secretarial Audit was carried out by M/s A. Y. Sathe & Co., Company Secretaries in Practice (Registration No.:FCS2899/COP738) for the financial year 2015-2016. The Report given by the Secretarial Auditors is annexed as "Annexure D" and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act

In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors has appointed CS Ajit Sathe - Proprietor of M/s A. Y. Sathe & Co. Company Secretaries in Practice (Registration No.:FCS2899/COP738) to undertake the Secretarial Audit of the Company for FY 2016-2017.

Corporate Governance

We comply with the Securities and Exchange Board of India (SEBI)''s guidelines on corporate governance. We have documented our internal policies on corporate governance. Several aspects of the Act, such as the Whistleblower Policy and Code of Conduct and Ethics, have been incorporated into our policies. Our Corporate Governance report for the year 2015-2016 forms part of this Annual Report. The Report is duly certified by the Statutory Auditors of the Company whose certificate is also annexed.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E".

Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in the Corporate Governance Report.

Employees Relations

The employees'' relation at all levels and at all units continued to be cordial during the year.

Acknowledgement

Your Company has been able to operate efficiently through continuous improvement in all functions and areas by efficiently utilizing the Company''s resources. The Directors wish to place on record their appreciation of the services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers, the medical profession and all other business associates for their continued support. Your Directors look forward to the long term future with confidence.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

For and on behalf of the Board of Directors

SURESH G. KARE

Chairman

DIN:00179220

Mumbai, May 27, 2016

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Sixty-Eighth Annual Report on the business operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2015 and on the state of affairs of the Company.

Financial Performance:

The highlights of the performance of the Company for the year ended 31st March, 2015 is summarized below:

(Rs. lakhs) Particulars Financial Year ended Financial Year ended 31st March, 2015 31st March, 2014

Sales & Operations 86485 74045

Less: Excise Duty (1121) (1274)

Net Sales 85364 72771

Add: Other Income 174 175

Total Income 85538 72946

Profit Before Interest, Depreciation & Tax 16693 12182

Less: Finance Cost 1034 1880

Less: Depreciation & Amortisation 4711 3091

Profit Before Tax 10948 7211

Less: Provision for Taxation

- Current 3061 1511

- Deferred (351) (428)

- Earlier Years Adjustment 256 338

- MAT Credit Entitlement (299) -

Net Profit After Tax 8281 5790

Balance brought forward 16193 13412

Amount available for appropriation 24474 19202

Appropriations :

- Proposed Dividend 1474 1290

- Dividend Tax 300 219

- Adjustment relating to Fixed Assets 471 -

- Transfer to General Reserve 1500 1500

- Balance carried forward 20729 16193

24474 19202

Results from Operations:

During the year 2014-15, the total income of the Company amounted to Rs. 85,538 lakhs as compared to Rs. 72,946 lakhs in the previous year. This represents a 17.30% growth. The Profit before tax (PBT) at Rs.10,948 lakhs as compared to Rs. 7,211 lakhs in the previous year represents a 51.80% growth. After providing for Tax and MAT, the Net Profit (PAT) amounted to Rs. 8,281 lakhs as against Rs. 5,790 lakhs in the previous year. The increase in PBT & PAT is mainly due to reduction in input and other costs as well as improvement in product and business mix.

In July, 2014, the Company purchased the remaining shares of Xtend Industrial Designers and Engineers Private Limited to make it a 100% subsidiary of the Company.

In April, 2015, the Company acquired from Piramal Enterprise Limited, their Clinical Research Division, located in Hyderabad. The Division is equipped with a 98 bed facility, including a four-bed ICU, state-of- the-art analytical lab and capabilities of eCTD submission. It also has GCP certification from UK-MHRA and also has regulatory approvals from several bodies including USFDA. The acquisition would reduce the Company''s dependability to outsource bio-equivalence studies. This will not only reduce cost but also ensure time-bound outcome of studies and add pace to the Company''s existing R&D efforts.

A detailed discussion on the business performance and future outlook is included in Management Discussion & Analysis which forms part of the Directors'' Report.

Dividend & Reserves:

Your Directors are pleased to recommend a dividend of Rs. 1.60 per share (80%) on the face value of Rs. 2/- each (Previous Year Rs. 1.40 per share (70%). The dividend payout will aggregate Rs. 1,474.41 lakhs (Previous year: Rs. 1,290.10 lakhs) and the tax on distributed profits payable by the Company would amount to Rs. 300.15 lakhs (Previous year Rs. 219.25 lakhs).

The Directors have recommended transfer of an amount of Rs. 1,500 lakhs to General Reserves (Previous year Rs. 1,500 lakhs).

Energy Conservation/Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

Share Capital:

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 18.43 crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

As on 31st March, 2015 other than

Mr. Suresh G. Kare - Chairman

Ms. Aditi Panandikar - Managing Director

Mr. Sundeep V. Bambolkar - Jt. Managing Director

none of the Directors of the Company held shares of the Company

Finance:

Cash and cash equivalent as at 31st March, 2015 was Rs.1,528.17 crore. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Deposits:

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Credit Rating:

ICRA has revised the Company''s long term borrowings rating upwards from A to AA- and reaffirmed the short term borrowing rating as A1 .

These ratings are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk.

Corporate Social Responsibility:

As required u/s 135 of the Companies Act, 2013, the Board has approved a Policy for implementing the Corporate Social Responsibility (CSR).

During the year the Company undertook a number of CSR initiatives which is mainly focused on promoting education, health and public hygiene. In this connection, the Company during the year under consideration spent an amount of Rs. 133.93 Lakhs. A detailed list of the CSR expenditure made is annexed herewith as "Annexure B".

In addition to fulfilling its CSR obligations, the Company during the year made substantial donations of free medicines to charitable bodies for distribution among the needy including the victims of HUD HUD cyclone.

Internal Control Systems and their Adequacy:

The Company has an Internal Control System, commensurate with the size of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company''s Internal Auditor also monitors and evaluates the internal control system and submits Quarterly Reports which are placed before the Audit Committee of the Board.

The Board has also approved a Risk Management Policy. The policy is available on the Company Website at: http://www.indoco.com/policies/the_risk_management_policy.pdf

Whistle Blower Policy:

The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is posted on the website of the Company: http://www.indoco.com/policies/ whistle_blowers_policy.pdf

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

Subsidiaries:

The Company has two subsidiary companies:

1. Xtend Industrial Designers and Engineers Private Limited

2. Indoco Pharmchem Limited

Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary Companies is given herein below:

(Rs. lakhs) CIN U93000MH1995PTC086174 U33112MH2012PLC232609 Name of the Subsidiary Xtend Industrial Designers Indoco Pharmchem and Engineers Pvt. Ltd Ltd

Reporting period for 1st April 2014 - 31st 1st April 2014 - 31st the Subsidiary March 2015 March 2015

Reporting Currency INR (Rs.) INR (Rs.)

Share Capital 2.50 5.00

Reserves and Surplus 60.92 (1.00)

Total Assets 590.38 4.23

Total Liabilities 590.38 4.23

Investments Nil Nil

Turnover 331.88 Nil

Profit before Taxation 2.58 (0.34)

Provision for Taxation 0.89 0

Profit after Taxation 1.69 (0.34)

Proposed Dividend Nil Nil

% of shareholding 100% 100%

Country India India

Note : The above statement may be deemed to form a part of the financial statement.

The Company has one associate LLP:

- Indoco Analytical Solutions LLP

There was no activity in the associate LLP - Indoco Analytical Solutions LLP. The Salient Financial Statement is given herein below:

(Rs. lakhs) Name of the Associate Indoco Analytical Solutions LLP

Latest Audited Balance Sheet Date 31st March 2015

Share of Associate held by the Company as on 31st March 2015

i) Nos NA

ii) Amount of Capital Contributed Rs. 4.90

iii) Extent of Holding 98%

Description of how there is signifi The Company holds 98% of the cap cant influence ital of the LLP

Reason why the associate is not conso There was no business activity lidated during the Financial Year

Net worth attributable to Shareholding Rs. 4.18 as per latest Audited Balance Sheet

Profit/(Loss) for the Year

i) Considered in Consolidation NIL

ii) Not considered in Consolidation Rs. (0.21)

The audited financial statements, the Auditors Report thereon and the Board''s Report for the year ended 31st March, 2015 for each of the Company''s subsidiaries viz. Xtend Industrial Designers and Engineers Pvt. Ltd, Indoco Pharmchem Ltd. are available on the Company website : www.indoco.com.

The Company will make available, the Annual Accounts of the subsidiary Companies to any Member of the Company who may be interested in obtaining the same.

No Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of Indoco Remedies Limited during the year under consideration.

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

Directors:

In terms of provisions of the Section 152(6) of the Companies Act, 2013, Mr. Sundeep V Bambolkar retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. The profile of director seeking reappointment pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

Dr. Anand Nadkarni was appointed as Non Executive Director on 28th May, 2014. His appointment was confirmed at the 67th Annual General Meeting held on 30th July, 2014. In the meeting held on 23rd March, 2015, Mr. Sundeep V Bambolkar was designated as CFO of the Company. Mr. Sundeep V. Bambolkar has now been designated as Jt. Managing Director and CFO.

Other than this No Director or Key Managerial Personnel (KMP) was appointed or has resigned during the year under consideration.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year 5 Board Meetings were held and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Report on Corporate Governance.

Board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

1. The Board affirms that the remuneration paid is as per the Remuneration Policy of the Company.

2. The percentage increase in the remuneration of President (Finance) & Company Secretary in the financial year was 14%.

3. The percentage increase in the median remuneration of employees in the financial year 9.12%.

4. Average percentage increase in salaries of non-managerial employees was 16% as compared to average percentage increase in managerial remuneration which was 14%.

5. Number of Permanent employees on the rolls of the company as on 31st March, 2015 - 5033 Nos.

6. The Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the year under consideration:

Name of Director Remuneration Paid Median Remuneration Ratio

Mr. Suresh G. Kare 1,85,50,177 1,76,004 1:105 (Chairman)

Ms. Aditi Panandikar 1,12,09,815 1,76,004 1:64 (Managing Director)

Mr. Sundeep V. Bambolkar 99,53,262 1,76,004 1:56 (Jt. Managing Director)

Mr. Rajiv P Kakodkar 1,70,000 1,76,004 1:0.97 (Independent Director)

Dr. Anil M. Naik 1,65,000 1,76,004 1:0.94 (Independent Director)

Mr. Sharad P Upasani 1,00,000 1,76,004 1:0.57 (Independent Director)

Mr. D. M. Gavaskar 90,000 1,76,004 1:0.51 (Independent Director)

Dr. Anand Nadkarni 80,000 1,76,004 1:0.45 (Non Executive Director)

7. There has been no increase in the remuneration paid to the Executive Directors as well as the sitting fees paid to the Independent Directors and Non Executive Directors. During the year there has been an increase in Sales by 17.30% and increase in PAT by 43%. Taking into consideration the above increase as well as performance of individual employees, the average increase in remuneration for the year is 8%.

8. Comparison of remuneration of the Key Managerial Personnel against the performance of the Company:

i) Change in sales of the Company : 17.30% increase

ii) Change in the PAT of the Company: 43% increase

iii) Change in the remuneration of Mr. Sunil D. Joshi (KMP) 14%

9. Variation in Market capitalization

2014 : Rs. 1296 cr

2015 : Rs. 3352 cr

10. Price earning Ratio as on 31st March 2015: 40.47

Price earning Ratio as on 31st March 2014: 22.39 *

* Adjusted for Sub-division and Bonus issue in 2012

Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 profits of the Company for that year;

iii. that proper and sufficient care has been taken 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;

iv. that the annual accounts have been prepared on a ''going concern'' basis;

v. that the Company has laid down internal financial controls and such internal financial controls are adequate and operating effectively;

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

Related Party Transactions:

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

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit Committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The particulars as required under the Companies Act, 2013 is furnished in Annexure C to this report. Significant and Material Orders passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Statutory Auditors:

The Members at the Sixty Seventh Annual General Meeting approved the appointment of M/s. Patkar & Pendse, Chartered Accountants, (Firm Registration No. 107824W), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of 3 years till the conclusion of the Seventieth Annual General Meeting to be held in 2017.

M/s Patkar and Pendse have confirmed that they continue to be eligible under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for continuing as Auditors of the Company. As required by the Companies Act, 2013, the Members are requested to ratify their appointment as Auditors for the FY 2015-2016.

Cost Auditors:

In terms of the Order issued by the Central Government under Section 148 of the Companies Act, 2013 the Company was required to appoint cost auditors to get the audit of the cost records of the Company done by a member of the Institute of Cost & Works Accountants of India (ICAI).

For FY 2014-2015, the Company had appointed M/s Sevekari, Khare & Associates (Firm Registration No. 000084) to get the audit of the cost records done. They would be required to submit the reports by 29th September, 2015.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member''s ratification for the remuneration payable to M/s Sevekari, Khare & Associates, Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Ajit Sathe- Proprietor of M/s A. Y. Sathe & Co. Company Secretary in Practice (Registration No. FCS2899/COP738) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure D".

Corporate Governance:

In compliance with the provisions of Clause 49 of the Listing Agreement, the Report on the Corporate Governance is annexed and forms part of the Annual Report. The Report is duly certified by the Statutory Auditors of the Company whose certificate is also annexed.

Extract of the Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E".

Particulars of Employees:

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in the Corporate Governance Report.

Employees Relations:

The employees'' relation at all levels and at all units continued to be cordial during the year. Acknowledgement:

Your Directors wish to place on record their appreciation of the dedicated efforts by employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers & financial institutions, the investors, the vendors, the customers, the medical profession and all other business associates for their continued support.

For and on behalf of the Board of Directors

SURESH G. KARE Chairman DIN:00179220

Mumbai, 27th May, 2015

Mar 31, 2013

Dear Members,

The Directors are pleased to present the Sixty-Sixth Annual Report on the business operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL PERFORMANCE

The highlights of the performance of the Company for the year ended 31st March, 2013 are summarized below:

(Rs. lakhs)

Particulars Financial Year ended Financial Year ended 31st March, 2013 31st March, 2012

Sales & Operations 64164 57622

Less: Excise Duty (1124) (745)

Net Sales 63040 56877

Other Income 90 226

Total Income 63130 57103

Profit Before Interest, Depreciation and Tax 9397 8684

Less: Finance Cost 2188 1633

Less: Depreciation & amortisation 2372 1925

Profit Before Tax 4837 5126

Less: Provision for Taxation

- Current 968 1026

- Deferred 543 366

- Earlier Years Adjustment 28 -

- MAT Credit Entitlement (968) (900)

Net Profit After Tax 4266 4634

Balance brought forward 11832 9876

Amount available for appropriation 16098 14510

Appropriations :

Proposed Dividend 1014 1014

Dividend Tax 172 164

Transfer to General Reserve 1500 1500

Balance carried forward 13412 11832

16098 14510

Results from Operations:

The financial year 2012-13 witnessed a slowdown in global economy with signs of improvement, albeit at a slower pace. Euro zone including countries like Portugal, Spain and Cyprus remained mired in recession. Prolonged non-resolution of the debt crisis in the Euro region and deferral in the recovery process of the US economy coupled with slowing down of the emerging countries affected India''s growth momentum. In addition to subdued global demand, policy drift and persistent inflationary pressures within the country weakened the economic growth in India.

Inspite of the challenges and sluggish trend in the second half of the year, the Indian Pharmaceutical Industry registered a decent growth of 11.9%. Your Company registered better growth rate than the industry average in the domestic market and performed reasonably well in the international market.

During the year 2012-13, the total income of the Company amounted to Rs. 63130 lakhs as compared to Rs. 57103 lakhs in the previous year. This represent 10.55% growth. The Profit before Tax (PBT) at Rs. 4837 lakhs as compared to Rs. 5126 lakhs in the previous year represent a decline of 5.64%. After providing for Tax and MAT, the Net Profit after Tax (PAT) amounts to Rs. 4266 lakhs as against Rs. 4634 lakhs in the previous year. The decline in PBT & PAT is mainly due to rise in input costs.

A detailed discussion on the business performance and future outlook is included in Management Discussion & Analysis which forms part of the Directors'' Report.

Sub-division of shares and Bonus shares:

The Company on 8th May, 2012, through Postal Ballot sub-divided the nominal value of the share from Rs. 10/- per share to Rs. 2/- per share and subsequently issued bonus shares to its shareholders in the ratio of 1 equity share for every 2 equity shares held.

Dividend & Reserves:

Your Directors are pleased to recommend a dividend of Rs. 1.10 per share @ 55% (Previous year Rs. 1.10 per share @ 55%) on the face value of Rs. 2/- each. The dividend payout will aggregate Rs. 1013.65 lakhs (Previous year Rs. 1013.65 lakhs) and the tax on distributed profits payable by the Company would amount to Rs. 172.27 lakhs (Previous year Rs. 164.44 lakhs).

The Directors have recommended transfer of an amount of Rs. 1500 lakhs to General Reserves (Previous year Rs. 1500 lakhs).

Credit Rating:

Company''s working capital facilities are rated ICRA A1 and long term borrowings are rated ICRA A by ICRA.

Social Initiatives

Indoco''s Corporate Social responsibilities continued to be focused on promoting education, health and hygiene. In this connection the Company during the year under consideration made donations of Rs. 62.57 lakhs.

In addition to the above, the Company during the year made substantial donation of free medicines to charitable bodies for distribution among the needy.

Subsidiaries:

The Company has two subsidiary companies:

1. Indoco Industrial Designers and Engineers Private Limited

2. Indoco Pharmchem Limited

In accordance with the general exemption granted by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Report of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statement of your Company includes the financial results of its subsidiary companies.

Consolidated Financial Statements :

In accordance with Accounting Standard AS-21, the Audited Consolidated Financial Statements are provided in the Annual Report.

Corporate Governance

In compliance with the provisions of Clause 49 of the Listing Agreement, the Report on the Corporate Governance is annexed and forms part of the Annual Report. The Report is duly certified by the Statutory Auditors of the Company whose certificate is also annexed.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 profits of the Company for that year;

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

iv. that the annual accounts have been prepared on a ''going concern'' basis.

Directors

During the year, Mr. D. M. Sukthankar, resigned from the Directorship of the Company. His resignation was accepted by the Board with effect from 3rd November, 2012. The Board places on record its appreciation for the valuable contribution by him as Independent Director during his tenure.

Mr. Suresh G. Kare was re-appointed as Chairman & Managing Director of the Company for a period of 5 years from 1st July, 2008 to 30th June, 2013. However, in February 2012 Mr. Suresh G. Kare relinquished the post of Managing Director and was re-designated as Chairman with effect from 15th February, 2012 upto the expiry of his term i.e. 30th June, 2013.

The Board is of the view that on account of Mr. Suresh G. Kare''s vast experience and knowledge of the Pharmaceutical Industry and his commitment towards the business, his re-appointment will immensely benefit the Company. Hence it is proposed to re-appoint him as the Wholetime Director of the Company, designated as Chairman on fresh terms & conditions including remuneration. The Board of Directors at its meeting held on 28th May, 2013 have approved the re-appointment of Mr. Suresh G. Kare subject to approval of shareholders at Annual General Meeting for a tenure of 5 years with effect from 1st July, 2013 on revised terms and conditions as stated in the explanatory statement annexed to Notice to Annual General Meeting. The members are requested to approve the resolution No.6 in the Notice.

In terms of provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. D. M. Gavaskar and Mr. Sharad Upasani retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment. The profile of directors seeking reappointment pursuant to Clause 49(IV)(G)(i) of the Listing Agreement with the Stock Exchanges is included in the annual report.

Auditors

M/s. Patkar & Pendse, Chartered Accountants, hold office as Auditors till the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment. M/s. Patkar & Pendse have confirmed their eligibility as required by Section 224(1B) of the Companies Act, 1956 to act as Auditors of the Company. They have also conveyed their willingness to accept the office as Auditors, if re-appointed. The Audit Committee of the Board has recommended their re-appointment.

Cost Audit

In terms of the Order issued by the Central Government under Section 233B of the Companies Act, 1956, the Company was required to appoint cost auditors to get the audit of the cost records of the Company. Accordingly, for the FY 2011-12, the Company had appointed Mr. Prakash A. Sevekari, as the Cost Auditor and from FY 2012-13 the Company appointed M/s Sevekari Khare & Associates to get the audit of the cost records done. For the FY 2011-12, Mr. Prakash A. Sevekari was required to submit his report by 31st January, 2013 and he has submitted the report on 14th January, 2013.

For the FY 2012-13, M/s Sevekari Khare & Associates would be required to submit the report by 30th September, 2013.

For the FY 2013-14, M/s Sevekari Khare & Associates has been appointed as the cost auditor by the Company. They would be required to submit the report by 30th September, 2014.

Information in Terms of Section 217 (1)(e) & Section 217(2A)

Information in terms of the provision of Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended, is contained in Annexure-I to this report and forms part of the Report.

Information in terms of the provision of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, is contained in Annexure-II to this report. However, in terms of the provisions of Section 219(1)(b) of the Companies Act, 1956, the said annexure has not been forwarded to the members and those members interested in the said information may write to the Company Secretary at the registered office of the Company.

Employee Relations

The employees'' relation at all levels and at all units continued to be cordial during the year. Acknowledgement

Your Directors wish to place on record their appreciation of the dedicated efforts by employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers & financial institutions, the investors, the vendors, the customers, the medical profession and all other business associates for their continued support.

For and on behalf of the Board of Directors

SURESH G. KARE

Chairman

Mumbai, 28th May, 2013

Mar 31, 2012

The Directors are pleased to present the Sixty-Fifth Annual Report on the business operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE

The highlights of the performance of the Company for the year ended 31st March, 2012 is summarized below:

(Rs lakhs) Particulars Financial Year ended Financial Year ended 31st March, 2012 31st March, 2011

Sales & Operations 56758 48415

Excise Duty (745) (509)

Net Sales 56013 47906

Other Operating Income 864 201

Other Income 226 288

Total Income 57103 48395

Profit Before Interest, Depreciation and Tax 8684 7056

Less: Finance cost 1633 52

Less: Depreciation & amortisation 1925 1345

Profit Before Tax 5126 5659

Less: Provision for Taxation

- Current 1026 1128

- Deferred 366 147

- MAT Credit Entitlement (900) (728)

Net Profit After Tax 4634 5112

Balance brought forward 9876 7406

Amount available for appropriation 14510 12518

Appropriations :

Proposed Dividend 1014 983

Dividend Tax 164 159

Transfer to General Reserve 1500 1500

Balance carried forward 11832 9876

14510 12518

Results from Operations:

The year under review posed many challenges to the Global economy both in terms of political & economic turmoil. These included political uncertainty as well as unrest in many countries in the Middle East and Africa, natural disasters like Tsunami in Japan, Euro Zone monetary crisis, food inflation, downgrade in credit ratings of USA, slow down in the growth of BRIC countries' economies as well as weakening Rupee and slow down of the Indian economy.

In particular, the Pharmaceutical industry in India also faced uncertainty in the form of restrictions on foreign direct investments, non finalization of NPPP (National Pharmaceuticals Pricing Policy) etc. Inspite of these problems, domestic Pharma Industry in India maintained double digit growth rate.

Your Company also was proactive in responding to these uncertainties and took effective steps in a timely manner to overcome these challenges.

During the year 2011-12, the total income of the Company increased by 18% at Rs 57103 lakhs as compared to Rs 48395 lakhs in the previous year. The increase in Total Income however has not resulted in an increase in Profits mainly due to the increase in various costs more particularly the finance and other administrative costs. The Profit before Tax (PBT) has declined by 9.42 % at Rs 5126 lakhs as compared to Rs 5659 Lakhs in the previous year. After providing for Tax and MAT, the Net Profit (PAT) has declined by 9.35% at Rs 4634 lakhs as against Rs 5112 lakhs in the previous year.

A detailed discussion on the business performance and future outlook is included in Management Discussion & Analysis which forms part of the Directors' Report.

Sub-division of shares and Bonus shares:

The Company had, at the Board Meeting held on 29th March, 2012, decided to sub-divide the nominal value of the share from Rs 10/- per share to Rs 2/- per share. At the said meeting, the Company, in order to reward the shareholders, approved the issue of Bonus shares in the ratio of 1 equity share for every 2 shares held. The Members have given their consent to the said Resolutions on 8th May, 2012 by way of Postal Ballot. The sub- division and allotment of bonus shares were completed on 25th May, 2012.

Dividend & Reserves:

Your Directors are pleased to recommend a dividend of Rs 1.10 per share on the face value of Rs 2/- each (55%). This dividend will be on the enhanced capital post the bonus issue and after considering the stock split. The dividend payout will aggregate Rs 1013.65 lakhs (Previous Year : Rs 982.94 lakhs) and the tax on distributed profits payable by the Company would amount to Rs 164.44 lakhs (Previous Year : Rs 159.46 lakhs).

The Directors have recommended transfer of an amount of Rs 1500 lakhs to General Reserves (Previous year Rs 1500 lakhs).

Credit Rating:

Company's working capital facilities are rated A1 and long term borrowings are rated A by ICRA.

A1 rating indicates highest credit quality rating and A rating indicates adequate credit quality rating.

SOCIAL INITIATIVES

Indoco's Corporate Social Responsibility initiatives are focused on promoting education, health and hygiene especially among young school going children. This year too, the Company continued to give donations to schools in Goa as part of this programme, notably among them is Rs 25,00,000 paid to Gomantak Vidyaniketan.

The other Corporate Social responsibility initiative by the Company, during the year was substantial donation of free medicine to charitable bodies for distribution among the needy.

CORPORATE GOVERNANCE

In compliance with the provisions of Clause 49 of the Listing Agreement, the Report on the Corporate Governance is annexed and forms part of the Annual Report. The Report is duly certified by the Statutory Auditors of the Company whose certificate is also annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 profits of the Company for that year;

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

iv. that the annual accounts have been prepared on a 'going concern' basis.

DIRECTORS

During the year, Mr. Suresh G. Kare stepped down as Managing Director of the Company and continues to be Executive Chairman of the Company till the remainder of his current tenure i.e. upto 30th June 2013. His resignation as Managing Director was accepted by the Board with effect from 14th February, 2012.

Both Ms. Aditi Panandikar and Mr. Sundeep V. Bambolkar resigned from the post of Whole Time Director with effect from 14th February, 2012. The Board appointed Ms. Aditi Panandikar as the Managing Director and Mr. Sundeep V. Bambolkar as the Joint Managing Director for a period of 5 years with effect from 15th February, 2012.

During the year, Dr. M. R. Narvekar resigned from the Directorship of the Company. His resignation was accepted by the Board with effect from 20th October, 2011. The Board also accepted the resignation of Mr. D. N. Mungale as Director with effect from 9th December, 2011. The Board places on record its appreciation for the valuable contribution made by them as Independent Directors.

The Board appointed Dr. Anil M. Naik as the Additional Independent Director under Section 260 of the Companies Act,1956 with effect from 14th February, 2012 till the conclusion of the forthcoming Annual General Meeting of the Company. The Board recommends the appointment of Dr. Anil M. Naik as an Independent Director for your approval in the forthcoming Annual General Meeting.

Consequent to the induction of Dr. Anil M. Naik, the Audit committee of Directors has been reconstituted. The Audit Committee consists of the following Directors:

Dr. Anil M. Naik- Chairman

Mr. D M Gavaskar

Mr. Rajiv Kakodkar

Mr. Sundeep V. Bambolkar

In terms of provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. D. M. Sukthankar and Mr. Rajiv Kakodkar retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. The profile of directors seeking reappointment pursuant to Clause 49(IV)(G)(i) of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

AUDITORS

M/s. Patkar & Pendse, Chartered Accountants, hold office as Auditors till the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment. M/s. Patkar & Pendse have confirmed their eligibility as required by Section 224(1B) of the Companies Act, 1956 to act as Auditors of the Company.

They have also conveyed their willingness to accept the office as Auditors, if re-appointed. The Audit Committee of the Board has recommended their re-appointment.

COST AUDIT

In terms of the Order issued by the Central Government under Section 233B of the Companies Act, 1956, the Company was required to appoint cost auditors to get the audit of the cost records of the Company done by a member of the Institute of Cost & Works Accountants of India (ICWA). Accordingly, the Company had appointed Mr. Prakash A. Sevekari, a fellow member of ICWA, as the Cost Auditor to get the audit of the cost records done in respect of formulations manufactured by it for the financial year 2010-11. Mr. Prakash A. Sevekari was required to submit his report by 27th September, 2011 and he has submitted the report on 10th August 2011. For the financial year 2011-12, Mr. Prakash A Sevekari would be required to submit the reports by 27th September, 2012.

For the financial year 2012-13, M/s Sevekari Khare & Associates has been appointed the Cost Auditors for formulations and bulk drugs manufactured by the Company. They would be required to submit the reports by 27th September, 2013.

INFORMATION IN TERMS OF SECTION 217(1)(e) & 217(2A)

Information in terms of the provision of Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended, is contained in Annexure-I to this report and forms part of the Report.

Information in terms of the provision of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, is contained in Annexure-II to this report. However, in terms of the provisions of Section 219(1)(b) of the Companies Act, 1956, the said annexure has not been forwarded to the members and those members interested in the said information may write to the Company Secretary at the Registered office of the Company.

EMPLOYEE RELATIONS

The employees' relation at all levels and at all units continued to be cordial during the year.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the dedicated efforts by employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers, the investors, the vendors, the customers, the medical profession and all other business associates for their continued support.

For and on behalf of the Board of Directors

ADITI PANANDIKAR

Managing Director

SUNDEEP V. BAMBOLKAR

Mumbai, 28th May, 2012 Jt. Managing Director

Mar 31, 2011

The Directors are pleased to present the Sixty-Fourth Annual Report on the business operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL PERFORMANCE

The highlights of the performance of the Company for the year ended 31st March, 2011 is summarized below:

(Rs. lakhs)

Particulars Financial Year ended Financial Year ended 31st March, 2011 31st March, 2010

Sales & Operations 48356 40231

Less: Excise Duty (509) (402)

Net Sales 47847 39829

Other Income 800 446

Total Income 48647 40275

Profit Before Interest, Depreciation

and Tax 7244 5814

Less: Interest 240 291

Depreciation 1345 1210

Profit Before Tax 5659 4313

Less: Provision for Taxation

-Current 1128 731

-Deferred 147 126

- Prior year - (22)

- MAT Credit Entitlement (728) (731)

Profit After Tax 5112 4209

Balance brought forward 7406 5700

Amount available for appropriation 12518 9909

Appropriations :

Proposed Dividend 983 860

Dividend Tax 159 143

Transfer to General Reserve 1500 1500

Balance carried forward 9876 7406

12518 9909

Results from Operations:

During the year 2010-11, the total income of the Company increased by 20.8 % at Rs. 48647 lakhs as compared to Rs. 40275 lakhs last year. Overall the performance of the Company was good and all the segments of the business contributed well to the growth of the business. The Profit before Tax (PBT) increased by 31.2 % at Rs.5659 lakhs as compared toRs. 4313 lakhs last year. The Profit after Tax (PAT) increased by 21.5 % atRs. 5112 lakhs as against Rs. 4209 lakhs over the last year.

A detailed discussion on the business performance and future outlook is included in Management Discussion & Analysis which forms part of the Directors Report.

Dividend & Reserves:

Your Directors are pleased to recommend a dividend of Rs. 8/- per share (80 %) for the financial year ended 31 st March, 2011. The dividend payout will aggregate Rs. 983 lakhs and the tax on distributed profits payable by the Company would amount to Rs. 159 lakhs.

The Directors have recommended transfer of an amount of Rs. 1500 lakhs to General Reserves (last year Rs.1500 lakhs).

Credit Rating:

Companys commercial paper program and working capital facilities are rated A1 + and long term borrowings are rated LA+ by ICRA.

A1 + rating indicates highest credit quality rating and LA+ rating indicates adequate credit quality rating.

New Initiatives:

India is one of the fastest growing pharmaceutical markets in the world. This dramatic growth can be attributed to several factors such as growing middle class population, rapid urbanization, increase in life style related diseases and acceptance of health insurance. All these factors have opened new opportunities for us.

This year saw the emergence of 2 new divisions - Xtend and Eterna. Xtend targeted to focus on extra urban, rural markets and Eterna to capture business from Specialty doctors. Both these divisions have stood true to the Companys strategy to explore untapped geographies. The Company launched a basket of new products to enable all divisions to perform at par. The launch of Snowdent, the first ever dentrifice in the market using bleaching agents used by dentists offers each and every individual the sparkling white smile they wish for. We have also decided to strengthen our product portfolio considering the market potential and encourage prescription trends from a group of specialty doctors.

Following is the list of products launched by Indoco in the year:

BRAND DIVISION CATEGORY

APISPUR INDOCO Vitamins/Minerals/Nutrients

CYCLOCHEK INDOCO Gastro Intestinal

OXIPOD-CV INDOCO Anti Infective

VCEF-O XTEND Anti Infective

FLAMAR-P XTEND Pain/Analgesic

V-CEF XTEND Anti Infective

OSTEOCHEK ETERNA Pain/Analgesic

GEMSHARP ETERNA Anti Infective

LORCHEK-MR ETERNA Pain/Analgesic

ZOLORAB-D ETERNA Gastro Intestinal

LORCHEK-P ETERNA Pain/Analgesic

DEFLACHEK ETERNA Hormones

PGB-12 ETERNA Neuro/CNS

ZOLORAB ETERNA Gastro Intestinal

VISCID-OD SPERA Gastro Intestinal

SCABEX-P SPERA Dermatology

G-FLOREN SPADE Anti Infective

AXL-CV EXCEL Anti Infective

SNOWDENT WARREN Stomatological

On the International Business front, Indoco signed contract research deals with Aspen to develop products for Aspens global requirement. The manufacturing contract with Aspen saw major extensions to increase the product portfolio, including products in the liquid oral range. During the year, we successfully tied up with the winner of new AOK tender and hope to resume supplies of Metformin tablets to AOK, Germany. The winner this time has won 7 territories as against 5 territories won by Axcount in the last tender. Indocos agreement with Watson was further expanded to include a fresh basket of sterile products.

Indocos Goa III facility for Oral Solids would be operational during the first quarter of the coming year. The state of the art facility awaits audits and approvals from regulatory authorities such as UK-MHRA, MCC- South Africa and TGA-Australia to further expand the deliverable capacities of Indoco in the regulated markets.

SOCIAL INITIATIVES

Indocos Corporate Social Responsibility initiatives are focused on promoting education, health and hygiene specially amongst young school going children. This year, the Company donated to schools in Goa as part of this program.

The other Corporate Social Responsibility initiative by the Company, during the year, was substantial donation of free medicine to charitable bodies for distribution among the needy.

CORPORATE GOVERNANCE

In compliance with the provisions of Clause 49 of the Listing Agreement, the Report on the Corporate Governance is annexed and forms part of the Annual Report. The Report is duly certified by the Statutory Auditors of the Company whose certificate is also annexed.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 profits of the Company for that year;

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

iv. that the annual accounts have been prepared on a going concern basis.

DIRECTORS

During the year, Mr. F. X. Coutinho resigned from the Directorship of the Company. His resignation was accepted by the Board with effect from 20th October, 2010. The Board places on record its appreciation for the valuable contribution made by Mr. F. X. Coutinho during his tenure as Executive Director - Marketing.

In terms of provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sundeep V. Bambolkar, Ms. Aditi Kare Panandikar and Mr. Sharad P. Upasani retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment. Pursuant to Clause 49(IV)(G)(i) of the Listing Agreement with the Stock Exchanges, the profile of directors seeking re-appointment is included in the annual report.

AUDITORS

M/s. Patkar & Pendse, Chartered Accountants, hold office as Auditors till the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment. M/s. Patkar & Pendse have confirmed their eligibility as required by Section 224(1 B) of the Companies Act, 1956 to act as Auditors of the Company. They have also conveyed their willingness to accept the office as Auditors, if re-appointed. The Audit Committee of the Board has recommended their re-appointment.

COST AUDIT

In terms of the Order issued by the Central Government under Section 233B of the Companies Act, 1956, the Company was required to appoint cost auditors to get the audit of the cost records of the Company done by a member of the Institute of Cost & Works Accountants of India (ICVVA). Accordingly, the Company has appointed Mr. Prakash A. Sevekari, a fellow member of ICWA, as the Cost Auditor to get the audit of the cost records done in respect of formulations manufactured by it for the financial year 2009-10. Mr. Sevekari was required to submit his report by 30th September, 2010 and he has submitted the report on 9th September, 2010. For the financial years 2010-11 and 2011 -12 too, Mr. Sevekari has been appointed the cost auditor for formulations manufactured by the Company. He would be required to submit the reports by 30th September, 2011 and 30th September, 2012 respectively.

The Government of India, recently on 2nd May, 2011 has made cost audit compulsory in respect of bulk drugs manufactured by companies for whom the Cost Accounting Records (Bulk Drug) Rules, 1974 is applicable. Since the said Rule is applicable to the Company, it has appointed Mr. Sevekari as the cost auditor for the financial year 2011-12 to comply with the new requirement.

INFORMATION IN TERMS OF SECTION 217 (2A) & SECTION 217 (1)(e)

Information in terms of the provision of Section 21 7 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended, is contained in Annexure-I to this report and forms part of the Report.

Information in terms of the provision of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, is contained in Annexure-ll to this report. However, in terms of the provisions of Section 219(1 )(b) of the Companies Act, 1956, the said annexure has not been forwarded to the members and those members interested in the said information may write to the Company Secretary at the registered office of the Company.

EMPLOYEES RELATIONS

The employees relation at all levels and at all units continued to be cordial during the year.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the dedicated efforts by its 4000 employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers & financial institutions, the investors, the vendors, the customers, the medical profession and all other business associates for their continued support.

For and on behalf of the Board of Directors

SURESH G. KARE

Mumbai, 28th May, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors are pleased to present the Sixty-Third Annual Report on the business operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL PERFORMANCE

The highlights of the performance of the Company for the year ended 31st March, 2010 is summarized below:

(Rs lakhs)

Financial Year ended Financial Year ended 31st March, 2010 31st March, 2009

Sales & Operations 40231 35526

Less: Excise Duty (402) (462)

Net Sales 39829 35064

Other Income 506 393

Total Income 40335 35457

Profit Before Interest, Depreciation

and Tax 5814 5015

Less: Interest 291 585

Depreciation 1210 1116

Extra Ordinary items - -

Profit Before Tax 4313 3314

Less: Provision for Taxation

- Current 731 370

- Deferred 126 108

- Fringe Benefit - 93

-Prior year (22) (31)

- MAT Credit Entitlement (731) (370)

Proft After Tax 4209 3144

Balance brought forward 5700 4811

Amount available for appropriation 9909 7955

Appropriations :

Interim Dividend - 399

Proposed Dividend 860 246

Dividend Tax 143 110

Transfer to General Reserve 1500 1500

Balance carried forward 7406 5700

9909 7955

Results of Operations:

During the year, the Company achieved a milestone in turnover by crossing the rupees four hundred crore mark. The Company did remarkably well to register a growth in operating profit and profit after tax over the previous financial year. Both the domestic and international business showed improvement in performance at 11.63 per cent and 18.49 per cent growth respectively.

A detailed discussion on the business performance and future outlook is included in Management Discussion & Analysis which forms part of the Directors Report.

Dividend & Reserves:

Your Directors are pleased to recommend a dividend of Rs. 71- per share (70 per cent) for the financial year ended 31 st March, 2010. The dividend payout will aggregate Rs. 860 lakhs and the tax on distributed profits payable by the Company would amount to Rs. 143 lakhs.

The Directors have recommended transfer of an amount of Rs. 15.00 crore to General Reserves (Previous year Rs. 15.00 crore).

Credit Rating:

The Companys Commercial Paper was accorded A1+ rating by the credit rating agency, ICRA.

The working capital facility of the Company was rated A1 + and long term borrowings LA+ by ICRA. While A1+ indicates highest credit quality rating, the LA+ rating signifies adequate credit quality rating.

New Initiatives:

The year saw Indoco strategizing in the extra urban regions of India. As part of its strategy to explore niche geographies with higher growth potentials, the Company has launched a new division, viz., Xtend. The division would tap the extra urban markets of India where there is a sudden surge in the affording-population and enormous growth in the infrastructure in terms of distribution channels.

Launched in six states to start with, Xtend has a field strength of 135 personnel covering more than 20000 doctors catering to therapeutic specialties like anti-infectives, pain management, anti-ulcerants, cough syrups, tonic, appetite enhancer and lipid management.

Indoco also continued new launches in the existing divisions with products catering to therapeutic specialties like anti-infectives, ophthalmic, gastro-intestinal, neutraceuticals and in chronic segments of diabetes and cardiovascular.

To strengthen the Companys product portfolio and to drive the growth, the following new products were launched during the year:

BRANDS DIVISION CATEGORY

OXIPOD-CV INDOCO Anti-infectives

CYCLOCHEK INDOCO Gastro-intestinal

OMEGACHEK INDOCO Vitamins / Minerals / Nutrients

PRICHEK-GMP INDOCO Anti Diabetic

PENCHEK SPADE Pain / Analgesics

ACECLOREN WARREN Pain / Analgesics

SCABEX-P SPERA Derma

MACUCHEK EXCEL Ophthal / Otologicals

MOFLOREN-KT EXCEL Ophthal / Otologicals

OTICHEK EXCEL Ophthal / Otologicals

VCEF-O XTEND Anti-infectives

FLAMAR-P XTEND Pain / Analgesics

SPEP XTEND Vitamins/Minerals/Nutrients

PROFERRIN XTEND Vitamins / Minerals / Nutrients

RAZOGARD XTEND Gastro-intestinal

With regard to international business, the Company signed a generic product development alliance with Watson Pharmaceuticals, Inc., USA to develop and manufacture a number of sterile products.

Indoco also entered into a strategic alliance with South Africas largest pharmaceutical Company, Pharmacare Limited (ASPEN) for licensing-out its Intellectual Property (dossiers). The arrangement covers a number of products and extends to 30 countries from emerging markets.

With a view to enhance the production capacity to meet the sales objectives, the expansion program at Goa Plant II was initiated on the existing plot of land. It is proposed to install state-of-the-art automated production lines that can manufacture tablets efficiently at optimum speed and high productivity. It is planned to commission the expansion unit, namely, Plant IV by the end of 2010. The project has been funded out of the ECB borrowings to the tune of USD six million and the estimated project cost would be Rs. 50 crore.

SOCIAL INITIATIVES

In keeping with Indocos commitment towards contribution to community welfare, the Company supports on a regular basis several initiatives in the area of education of needy, reliefs to victims of natural calamities, program for the elderly and environment protection. During the year, the Company donated a dialysis machine to Dr. Hedgewar Hospital, Aurangabad, which is run by the trust, Dr. B.R. Ambedkar Vaidhyakiya Pratisthan1.

CORPORATE GOVERNANCE

In compliance with the provisions of Clause 49 of the Listing Agreement, the Report on the Corporate Governance is annexed and forms part of the Annual Report. The Report is duly certified by the Statutory Auditors of the Company whose certificate is also annexed.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 profits of the Company for that year;

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

iv. that the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. D. M. Sukthankar, Mr. D.M. Gavaskar and Mr. D.N. Mungale retire by rotation at the forthcoming Annual General Meeting, and they are eligible for re-appointment. The profile of directors as per Clause 49(IV)(G)(i) of the Listing Agreement with the Stock Exchanges is included in the annual report.

AUDITORS

M/s. Patkar & Pendse, Chartered Accountants, hold office as Auditors till the conclusion of the ensuing Annual General Meeting, and are eligible for re-appointment. M/s. Patkar & Pendse have confirmed their eligibility under the provisions of section 224(1 B) of the Companies Act, 1956 to act as Auditors of the

Company. They have also conveyed their willingness to accept the office as Auditors, if re-appointed. The Audit Committee of the Board has recommended their re-appointment.

COST AUDIT

As per the Order of the Government, INDOCOs cost records in relation to the formulations manufacturing activity, for the year ended 31st March, 2010, were audited by the Cost Auditor, Mr. Prakash A. Sevekari, Cost Accountant, who has been appointed by the Board, and whose appointment has been approved by the Government, to conduct the said audit in terms of the provisions of Section 233B of the Companies Act, 1956.

INFORMATION IN TERM OF SECTION 217 (2A) & SECTION 217 (1)(e)

Information in terms of the provision of Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended, is contained in Annexure-I to this report and forms part of the Report.

Information in terms of the provision of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, is contained in Annexure-ll to this report. However, in terms of the provisions of Section 219(1 )(b) of the Companies Act, 1956, the said annexure has not been forwarded to the members and those members interested in the said information may write to the Company Secretary at the registered office of the Company.

EMPLOYEES RELATIONS

The employees relation at all levels and at all units continued to be cordial during the year.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the dedicated efforts by employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers & financial institutions, the investors, the vendors, the customers, the medical profession and all other business associates for their continued support.

For and on behalf of the Board of Directors SURESH G. KARE Mumbai, 31st May, 2010 Chairman & Managing Director

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