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Directors Report of Ipca Laboratories Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 73^rd Annual Report and Audited Financial Statements for the financial year ended 31^st March, 2023.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS

(Rs. Crores)
	STANDALONE		CONSOLIDATED
	Year ended	Year ended	Year ended	Year ended
	31.3.2023	31.3.2022	31.3.2023	31.3.2022
Sales and other Income	5925.81	5491.22	6369.94	5896.36
Profit before finance cost and depreciation	1023.04	1291.00	1052.39	1375.83
Less : Finance cost	43.92	7.24	45.54	7.69
Depreciation and Amortisation	228.63	209.65	261.56	232.42
Profit before tax	750.49	1074.11	745.29	1135. 72
Less : Provision for taxation
Current Tax	223.95	197.20	230.14	207.01
Short / (Excess) provision of taxes for earlier years	-	0.08	0.22	0.50
Deferred Tax Liability / (Asset)	20.84	16.46	23.00	17.26
Net Profit	505.70	860.37	491.93	910.95

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.

FINANCIAL STATEMENTS

The standalone and consolidated financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated financial statements are also provided in the Annual Report.

CREDIT RATING

During the year under report, India Ratings & Research (A Fitch Group Company) has reviewed and assigned the following ratings to Company''s working capital limit, long term loan and commercial paper :

â¢ Fund / Non-Fund based working capital limit ('' 17500 Millions) - IND AA / Stable / IND A1

â¢ Long Term Loan ('' 4000 Millions) - IND AA / Stable / IND A1

â¢ Commercial Paper ('' 500 Millions) - IND A1

COVID -19 PANDEMIC

The Covid-19 pandemic which began in late 2019 caused unprecedented disruption in economic activities globally. The World Health Organization (WHO) declared Covid-19 as a global health emergency on 30^th January, 2020. India too suffered waves of Covid-19 pandemic.

Covid-19 pandemic is a healthcare crisis that has shaken global economy and has forced countries across the globe to invest more and more in healthcare infrastructure. The Covid-19 pandemic has changed the way we operate. The consumer behavior and consumption pattern have also undergone changes. There is no doubt that Covid-19 pandemic had a profound impact on pharmaceutical industry with demand changes and shift towards telemedicine and online consultancy with doctors.

As on 5^th May, 2023, WHO ended the Covid-19 public health emergency of international concern. Though, the virus causing Covid-19 disease will remain as a permanently established pathogen in humans and animals for the foreseeable future, this pandemic has now nearly reached the endemic stage.

MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Development

The pharmaceutical industry is responsible for the research, development, manufacturing and distribution of medications. The entire world recognized the importance of healthcare and pharmaceuticals as the world battled the Covid-19 pandemic in the last 3 years. The pharmaceutical industry product landscape has since changed. New molecules such as cell and gene-therapy and mRNA have increased in the drug development pipeline. This change is likely to bring newer technologies, supply chain and unique product life cycle. Now out of crippling effect of pandemic, the pharmaceutical industry is estimated to grow to about US $ 2.4 trillion by 2030. Pharmaceutical industry is one of the top performing industries globally.

The new medications are being constantly developed, approved and marketed resulting in significant market growth. The other market growth drivers for the industry include the ageing population as seniors use more medicines per capita and rise in the prevalence and treatment of chronic diseases due to lifestyle changes. Oncology, immunology and neurology are the fastest growing therapy segments. The biologics market is also growing at a significant rate in the therapy areas such as oncology, diabetes and auto-immune diseases.

Though the pharmaceuticals industry is developing at a rapid pace, the growth won''t come easily for this industry that is heavily influenced by the healthcare reforms, cost pressure, economic and geo-political fluidity, pricing regime, increased competition and challenging regulatory landscape with increased scrutiny.

b. Outlook, Risks and Concerns

The Indian pharmaceutical industry is globally respected and India is the largest provider of generic drugs globally and the country is known for its affordable vaccines and generic medications. Indian pharmaceutical industry is currently ranked third in pharmaceutical production by volume after evolving over time into a thriving industry. India is also the largest supplier of low cost quality generics drugs and vaccines to the world. Indian pharmaceutical companies have also carved out a niche in both the Indian and world market with expertise in reverse engineering new processes for manufacturing of pharmaceuticals at low cost, which became the advantage for this industry.

The contribution of the pharmaceutical industry to the country''s economy is immense. Apart from large employment generation, either directly or indirectly, this industry also contributes significantly to the country''s GDP. As per Indian Brand Equity Foundation (IBEF), a trust established by the Ministry of Commerce and Industry, Government of India, the Indian pharmaceutical industry is likely to reach a size of USD 130 billions in 2030, growing at a CAGR of about 12% from US$ 50 billions in 2021. The Indian pharmaceutical industry growth will be driven by R&D capabilities, cost efficiencies, huge talent pool of scientists and new opportunities in the emerging global economies.

I ndia is home to nearly 3,000 pharmaceutical companies with over 10,500 manufacturing units employing nearly 3 million people making it one of the largest employer industry in the country.

The Indian pharmaceutical industry is expected to out-perform the global pharmaceutical industry and emerge as one of the leading pharmaceutical market globally by absolute value. It is for this reason, India is truly hailed as the pharmacy of the world, providing essential low cost medicines to countries across the globe.

However, poor public healthcare funding and infrastructure, low per capita consumption of medicines in emerging economies including India, currency fluctuations, geo-political conflicts, regulatory issues, government mandated price control, inflation and resultant all round increase in input costs are a few causes of concern.

During the year under report, there was no change in the nature of Company''s business.

c. Financial Performance and Operations Review

During the financial year under report, the Company registered on a standalone basis a total income of '' 5925.81 crores as against '' 5491.22 crores in the previous year, a growth of 8%. On a consolidated basis, the total income of the Company has increased by 8% to '' 6369.94 crores as against '' 5896.36 crores in the previous financial year.

During the financial year under report, the Earnings before interest, depreciation and taxation on a standalone basis amounted to '' 1023.04 crores as against '' 1291.00 crores in the previous financial year. The operations have resulted in a net profit of '' 505.70 crores during the financial year under report as against '' 860.37 crores in the previous financial year, a decline of 41%.

On a consolidated basis, the Earnings before interest, depreciation and taxation amounted to '' 1052.39 crores as against '' 1375.83 crores in the previous financial year. The consolidated operations have resulted in a net profit of '' 491.93 crores during the financial year under report as against '' 910.95 crores in the previous financial year, a decline of 46%.

Break-up of Sales (standalone) ('' Crores)
		2022-23				2021-22
		Domestic	Exports	Total	Growth	Domestic		Exports	Total		Growth
Formulations		2760.71	1639.19	4399.90	10%	2508.27		1486.74	3995.01		12%
APIs & Intermediates		373.05	1004.23	1377.28	-	358.70		1021.39	1380.09		-8%
Total Sales		3133.76	2643.42	5777.18	7%	2866.97		2508.13	5375.10		6%
Growth		9%	5%	7%		21%		-8 %	6%
Key Financial Ratios (standalone)
							31^st March, 2023			31^st March, 2022
1.	Debtors Turnover Ratio						6.60			6.70
2.	Inventory Turnover Ratio						1.20			1.08
3.	Interest Coverage Ratio						24.00			173.97
4.	Current Ratio						2.91			3.13
5.	Debt Equity Ratio						0.24			0.14
6.	Operating Profit Margin (%)						12.28%			18.33%
7.	Net Profit Margin (%)						8.53%			15.67%
8.	Return on Net Worth (%)						8.60%			15.71%

Due to lower business growth, increase in the material cost, energy cost as well as increase in the other overhead expenses due to inflationary trend in the economy, the operating margins have reduced. This has resulted in lower operating profit margin, lower net profit margin and lower return on net worth as compared to previous financial year.

d. International Business

The products of the Company are now exported to over 100 countries across the globe. During the financial year under report, the international business amounted to '' 2643.42 crores as against '' 2508.13 crores in the previous year, a growth of 5%. Formulation exports of the Company has increased by 10% to '' 1639.19 crores and exports of APIs and Drug Intermediates have de-grown by 2% to '' 1004.23 crores.

The Company''s formulations manufacturing sites at Silvassa and SEZ Indore and APIs manufacturing site at Ratlam continue to be under US FDA import alert. In April 2023, the US FDA conducted the inspection of the Company''s formulations manufacturing unit situated at Piparia (Silvassa) from 18^th April, 2023 to 26^th April, 2023. At the conclusion of the inspection, the US FDA issued a Form 483 with 3 (three) observations. The Company has submitted its comprehensive response on these observations to the US FDA within the stipulated time and shall work closely with the agency to resolve these issues at the earliest.

The Company takes the quality and compliance issues with utmost importance and remains committed to maintain the highest standards of quality and compliance across all its facilities.

Except US FDA import alert on three of its manufacturing sites, none of the Company''s manufacturing sites have any outstanding regulatory or compliance issues with any other regulatory agency.

Continent-wise Exports ('' Crores)
Continent	2022-23				2021-22
Continent	Formulations	APIs and Intermediates	Total	% to exports	Formulations	APIs and Intermediates	Total	% to exports
Europe	486.11	273.53	759.64	29%	436.49	232.76	669.25	27%
Africa	416.76	55.05	471.81	18%	409.85	62.00	471.85	19%
Americas	163.17	297.79	460.96	17%	162.80	340.48	503.28	20%
Asia	110.82	341.52	452.34	17%	98.91	357.52	456.43	18%
CIS	188.44	32.53	220.97	8%	134.07	25.72	159.79	6%
Australasia	273.89	3.81	277.70	11%	244.62	2.91	247.53	10%
Total	1639.19	1004.23	2643.42	100%	1486.74	1021.39	2508.13	100%

Formulation Exports - Therapeutic Contribution
Therapeutic Group	2022-23	2021-22
Cardiovasculars & Anti-diabetics	24%	25%
Pain Management	28%	24%
Anti-malarials	22%	24%
Anti-bacterials	6%	6%
Anthelmintics	8%	5%
Central Nervous System (CNS) products	5%	7%
Gastro Intestinal (G.I) products	5%	6%
Cough Preparations	1%	2%
Others	1%	1%
TOTAL	100%	100%

Europe

The Company achieved European export sales of '' 759.64 crores during the financial year under report as against sales of '' 669.25 crores in the previous year, a growth of 14%.

The Company has developed and submitted 98 generic formulation dossiers for registration in Europe out of which 89 dossiers are registered. The Company has also obtained certificate of suitability (COS) of 57 APIs from European Directorate for Quality Medicines (EDQM).

The Company has now started marketing generic formulations in the United Kingdom in its own label.

Africa

The Company achieved export sales of '' 471.81 crores to Africa during the financial year under report as against '' 471.85 crores in the previous year.

The Company exports branded and generic formulations as well as APIs to many African countries. The Company markets branded formulations in Africa through dedicated field force. The Company also supplies generics formulations to South Africa.

The Company is expanding its branded formulations business in this continent through expansion of geographical coverage and increase in the number of branded formulations marketed. Your Company is also is in the process of expanding its field force in this continent. The Company is also continuously filing new formulation dossiers for registration in the African countries.

Americas

The Company achieved sales of '' 460.96 crores in this continent as against '' 503.28 crores in the previous year, a decline of 8%. As reported earlier, the US formulations and APIs business continues to be impacted due to ongoing US FDA import alert for three of the Company''s manufacturing facilities.

44 ANDA applications of generic formulations developed by the Company are filed with US FDA out of which 18 ANDA applications are granted till date. 55 DMFs of the Company are also currently filed with US FDA.

Asia

The Asian business (excluding India) recorded sales of '' 452.34 crores as against '' 456.43 crores in the previous year. The Company exports formulations as well as APIs to several Asian countries. In countries like Nepal, Sri Lanka, Myanmar, Philippines and Vietnam, the Company markets its branded formulations through dedicated field force.

Confederation of Independent States (CIS)

The Company''s CIS business recorded sales of '' 220.97 crores as against '' 159.79 crores in the previous year, a growth of 38%. Most of the business is from branded formulation sales in Russia, Ukraine, Kazakhstan and Belarus. The Company''s branded formulations are marketed in this continent by its own field force appointed through its non-trading offices.

But for geo-political conflict in this region, the Company''s export business in this sub-continent could have been even better.

Australasia

The Company exports APIs to Australia and formulations to Australia and New Zealand in this sub-continent. The business from this continent was '' 277.70 crores during the financial year under report as against '' 247.53 crores in the previous year, a growth of 12%.

The Company has developed and submitted 76 generic formulation dossiers for registration in this market out of which 73 dossiers are registered.

e. Domestic Formulations Business

The Company''s branded formulations business in India now comprises of 21 marketing divisions focusing on key therapeutic segments with a portfolio of about 161 brands. Your Company is now the 17^th largest in the domestic formulations market as per IQVIA - MAT March, 2023.

In order to increase the coverage and facilitate launch of new therapy divisions/new products, the Company has added nearly 1500 medical representatives in the domestic market during the last 2 financial years.

During the financial year under report, the domestic formulations business recorded a growth of 10% at '' 2760.71 crores as against '' 2508.27 crores in the previous year.

Domestic Branded Formulations - Therapeutic Contribution

Therapeutic segment	2022-23	2021-22
Therapeutic segment	% to sales	% to sales
Pain Management	52%	49%
Cardiovasculars & Anti-diabetics	16%	17%
Anti-malarials	3%	5%
Anti-bacterials	6%	7%
Dermatology	6%	5%
Gastro Intestinal (G I) products	2%	3%
Cough Preparations	5%	5%
Neuro Psychiatry	3%	3%
Urology	4%	3%
Neutraceuticals	1%	1%
Others	2%	2%
Total	100%	100%

f. Active Pharmaceutical Ingredients (APIs) and Intermediates Business

During the financial year under report, the APIs and Intermediates business recorded sales of '' 1377.28 crores as against '' 1380.09 crores in the previous financial year. Nearly 73% of the APIs and Intermediates business is from exports.

The Company exports its APIs across the globe. Most of the international customers of the Company are end user formulations manufacturers including several multinational companies.

Your Company continue to commercialize new APIs for the global market.

g. New APIs manufacturing unit at Dewas (M.P.)

Your Directors are pleased to inform you that second plant out of the two manufacturing plants set-up for manufacturing of Drug Intermediates and Active Pharmaceuticals Ingredients (APIs) at the Company''s new green field manufacturing unit at Dewas (Madhya Pradesh) has also commenced trial production in the month of September, 2022.

With this, the Dewas APIs manufacturing unit is now fully functional.

h. Intellectual Property Protection

The Company has created intellectual property management group within the Research and Development centers to deal with management and protection of intellectual property. The Company has filed many patent applications till date in India, USA and other countries. These applications relate to novel and innovative manufacturing processes for the manufacture of APIs and pharmaceutical formulations.

i. Internal Control Systems and its adequacy

The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The Company has an internal audit department which carries out audits throughout the year. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

j. Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

During the year under review, various training and development workshops were conducted to improve the competency level of employees with an objective to improve the operational performance of individuals. The Company has built a competent team to handle challenging assignments. The Company strives to enhance the technical, work related and general skills of employees through dedicated training programs on a continuous basis.

The Company has 16,167 permanent employees (including 813 overseas employees) as on 31^st March, 2023. Out of this, 8,626 employees are engaged in the marketing and distribution activities.

k. Cautionary Statement

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company''s operations include competition, price realization, currency fluctuations, regulatory issues, changes in government policies and regulations, tax regimes, economic development within India and the countries in which the Company conducts business and other incidental factors.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements in this report relate and the date of this report except the proposed acquisition of the substantial shares in Unichem Laboratories Ltd., a listed entity, as detailed hereinbelow.

SHARE CAPITAL

The paid-up share capital of the Company as at 31^st March, 2023 was 25,37,04,218 equity shares of '' 1/- each aggregating to '' 25.37 crores.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

The Company has now proposed a new scheme, Ipca Laboratories Ltd. - Employees Stock Option Scheme - 2023 (ESOS), which was approved by the Board of Directors at their meeting held on 29^th May, 2023. The said ESOS scheme will be placed for approval before the shareholders at the ensuing Annual General Meeting. This ESOS is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

However, currently there are no outstanding options issued under the Company''s ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

Trophic Wellness Pvt. Ltd.

During the financial year under report, the Company has acquired further 6.53% of the paid-up equity share capital of Trophic Wellness Private Ltd., a company engaged in the business of manufacturing and marketing several SKUs of Neutraceuticals under the brand name "Nutricharge". With this acquisition, the Company now holds 58.88% of the paid-up equity share capital of the said company.

Lyka Labs Ltd.

During the financial year under report, the Company has acquired, thru preferential allotment, further 4.78% of the paid-up equity share capital of Lyka Labs Ltd, a listed company, engaged in the business of manufacturing and marketing of injectables, lyophilized injectables and topical formulations. Also, in the month of April, 2023, the Company acquired another 4.98% of the paid-up share capital of the said company thru part conversion of warrants issued on preferential basis. With these share allotments, the Company now holds 36.34% of the paid-up equity share capital of Lyka Labs Ltd.

Unichem Laboratories Ltd.

The Company entered into a definitive Share Purchase Agreement (SPA) on 24^th April, 2023 for acquisition of 2,35,01,440 fully paid-up equity shares of '' 2/- each, constituting about 33.38% of the paid up equity share capital of Unichem Laboratories Ltd., a listed entity, from one of its promoter shareholder at a price @ '' 440/- per equity share aggregating to '' 1034.06 Crores. This proposed acquisition is subject to, inter-alia, approval of the Competition Commission of India (CCI) under the Competition Act, 2002. The Company has already made an application to CCI seeking its approval for this transaction.

Since this proposed acquisition of the shareholding in Unichem Laboratories Ltd. is more than the threshold limit under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Company has also made an open offer to the public shareholders of Unichem Laboratories Ltd. to acquire from them upto another 26% of the paid up equity share capital of the said company at a price @ '' 440/- per share aggregating to ''805.44 crores.

These acquisitions will be funded out of the Company''s retained earnings.

Merger of Ramdev Chemical Pvt. Ltd. and Tonira Exports Ltd., wholly owned subsidiaries with the Company

The Hon''able National Company Law Tribunal, Mumbai Bench vide its order dated 27^th April, 2023 has approved the merger of M/s. Ramdev Chemical Pvt. Ltd. and M/s. Tonira Exports Ltd., Company''s wholly owned subsidiaries with the Company with effect from 1^st April, 2022.

There has been no material change in the nature of the business of the subsidiaries. The Company has no subsidiary which can be considered as material within the meaning of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.ipca.com.

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and

b) Audited annual accounts of each of the subsidiary companies.

As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

RESEARCH & DEVELOPMENT (R&D)

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. In the recent years, the Company has stepped-up investments in R&D to keep pace with the changing domestic and global scenario.

The Company has R&D centers at Mumbai, Ratlam, Athal (Silvassa) and Ranu (Vadodara) which are duly recognized by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR).

The R&D expenditure of the Company during the financial year was '' 156.49 crores (2.71% of the turnover) as against '' 141.46 crores (2.65% of the turnover) in the previous year.

With qualified and experienced research scientists and engineers manning the research and development activities, the Company has focused its thrust on new and innovative process and product development for the manufacture of APIs with non-infringing processes. Apart from development of new dosage forms and drug delivery systems, improvement in processes and yield as well as cost reduction are also focus areas.

DIVIDEND

Your directors have already announced and paid in the month of December 2022 an interim dividend of '' 4/- per share (400%) on the face value of '' 1/- each, for the financial year under report. It is not proposed to declare any further dividend for the financial year ended 31^st March, 2023. The interim dividend paid for the financial year under report is in line with the Company''s dividend distribution policy which is placed on the Company''s website www.ipca.com.

The dividend amounting to '' 101.48 crores paid as interim dividend will be appropriated out of the profits for the year.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

The Company has transferred to the Investors Education and Protection Fund (IEPF) all the unpaid dividend amounts required to be so transferred on or before the due date(s) for such transfer. The Company has also transferred to IEPF, such of the Company''s equity shares in respect of which the dividend declared has not been paid or claimed for seven consecutive years.

The details of the unpaid / unclaimed dividends for the last seven financial years are available on the website of the Company www.ipca.com. The Company has appointed its Company Secretary as the nodal officer under the provisions of IEPF.

DIRECTORS

Mr. Prashant Godha and Mr. Premchand Godha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. Anand T. Kusre was re-appointed as Independent Director for a second term of five consecutive years from 1^st April, 2019 and Dr. (Mrs.) Manisha Premnath was re-appointed as Independent Director for a second term of five consecutive years from 21^st September, 2019, through postal ballot on 27^th March, 2019. The shareholders have also approved the appointment of Mr. Kamal Kishore Seth as an Independent Director for a period of 5 years from 29^th March, 2019.

During the year under report, Dr. Narendra Mairpady (DIN 00536905) was appointed as an Independent Director of the Company with effect from 20^th October, 2022. The shareholders have since approved his appointment as an Independent Director for a period of 5 years from 20^th October, 2022 through postal ballot.

Mr. Anand Kusre, Dr. (Mrs.) Manisha Premnath, Mr. Kamal Kishore Seth and Dr. Narendra Mairpady, who are independent directors, have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations and there has been no change in the circumstances which may affect their status as independent directors during the year.

At the meeting of the Board of Directors of the Company held on 14^th February, 2023 and as recommended by the Nomination and Remuneration Committee :

i. Mr. Premchand Godha was re-appointed as the Whole-time Director designated as the Executive Chairman of the Company for a further period of 5 years commencing 1^st April, 2023.

ii. Mr. Ajit Kumar Jain was re-designated/appointed as the Managing Director of the Company with effect from 1^st April, 2023 for the remainder period of his current tenure of appointment till 20^th August, 2024.

iii. Mr. Pranay Godha was re-designated/appointed as the Managing Director and CEO of the Company with effect from 1^st April, 2023 for the remainder period of his current tenure of appointment till 10^th November, 2023.

The necessary shareholders approval for these changes were obtained by the Company thru special/ordinary resolutions thru postal ballot.

At the meeting of the Board of Directors of the Company held on 29^th May, 2023 and as recommended by the Nomination and Remuneration Committee, Mr. Pranay Godha is re-appointed as the Managing Director of the Company for a further period of 5 years with effect from 11^thNovember, 2023. This re-appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

During the year under report:

Mr. M. R. Chandurkar, Promoter of the Company who was also the Director/Managing Director of the Company for nearly four decades from 1975 expired on 20^th June, 2022. The Company has immensely benefited from the services rendered by him during his tenure as a Director/ Managing Director of the Company.

Mr. Dev Parkash Yadava, an Independent Director of the Company expired on 2^nd August, 2022. Mr. Yadava was the Independent Director of the Company since April 2012. The Company has immensely benefited from his knowledge of pharma industry and guidance / advice given by him during his tenure as an Independent Director all these years.

The Board places on record its sincere appreciation for the services rendered by them during their tenure as Directors of the Company.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance annexed herewith.

KEY MANAGERIAL PERSONNEL

During the financial year under report, the following persons continue to be the Key Managerial Personnel of the Company:

Mr. Premchand Godha - Chairman & Managing Director/CEO

(Executive Chairman from 1^st April, 2023)

Mr. Ajit Kumar Jain - Joint Managing Director / CFO

(Managing Director / CFO from 1^st April, 2023)

Mr. Pranay Godha - Executive Director

(Managing Director/CEO from 1^st April, 2023)

Mr. Prashant Godha - Executive Director

Mr. Harish P. Kamath - Corporate Counsel & Company Secretary

There was no change in the Key Managerial Personnel during the financial year under report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors'' appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

â¢ the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

â¢ the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

â¢ the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of appointment as an independent director; and

â¢ the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company''s business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

The annual evaluation was carried out in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by
1.	Board and individual directors	Board after seeking inputs from all directors
2.	Board Committees	Board seeking inputs from all committee members
3.	Individual Directors	Nomination and Remuneration committee
4.	Non-independent directors, Board as a whole and the Chairman	Separate meeting of independent directors after taking views from executive directors
5.	Board, its Committees and individual Directors	At the board meeting held after the meeting of the independent directors based on evaluation carried out as above.

PROFICIENCY OF DIRECTORS

All the independent directors of the Company have registered their names in the database maintained by the Indian Institute of Corporate Affairs, Manesar, Haryana. Those of the independent directors who are not otherwise exempted have appeared and passed the common proficiency test conducted by the said institute within the prescribed time.

REMUNERATION POLICY

The objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve 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 Remuneration Policy is placed on the Company''s website www.ipca.com.

Information about elements of remuneration package of individual directors is provided in the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is placed on the website of the Company.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarisation programs for independent directors are disclosed on the website of the Company www.ipca.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2023 and of the profit of the Company for the financial year;

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

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

v) that your 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

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

CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

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

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. Natvarlal Vepari & Co., Chartered Accountants, Firm Registration No. 106971W were appointed as the Statutory Auditors (in place of M/s. G.M. Kapadia & Co., whose term of appointment has came to an end on the conclusion of the 72^nd AGM) to carry out statutory audit activities of the Company for a period of 5 (five) years from the conclusion of the 72^nd AGM of the Company and till conclusion of 77^th AGM of the Company.

The Auditors'' Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. ABK & Associates, Cost Accountants (Firm Registration No. 000036) were appointed as the Cost Auditors to conduct audit of cost records of the Company for the financial year 2022-23.

The Cost Audit Report for the financial year 2021-22, which was due to be filed with the Ministry of Corporate Affairs by 8^th September, 2022 was filed on 2^nd September, 2022.

The Company has maintained the cost accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records maintained by the Company for the financial year 2022-23.

The Secretarial Auditors'' Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company (https://www.ipca.com/wp-content/pdf/corporate-policy/2023/corporate-social-responsibility-policy.pdf).

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company''s CSR activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety, environment and health.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (https://www.ipca. com/wp-content/pdf/corporate-policy/Policy_on_Related_Party_Transactions.pdf).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Indian Accounting Standard - Ind AS 24 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 3 to this report.

EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said Rules is furnished under Annexure 4 to this report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours excluding Saturdays and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company''s website www. ipca.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Managing Director / CEO is given at the end of the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.ipca.com.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

CONSTITUTION OF COMMITTEE UNDER SEXUAL HARRASSMENT OFWOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy in line with the requirements of Prevention of Sexual Harassment of Women at the Workplace and a Committee has been set-up to redress sexual harassment complaints received. The necessary annual report has been submitted to the competent authority in this regard.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 5 to this report.

ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return in Form MGT-7 is placed on the Company''s website www.ipca.com (weblink : https:// www.ipca.com/investors-annual-return/).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the financial year ended 31^st March, 2023 forms part of this Report. The same is also uploaded on the Company''s website www.ipca.com as a part of the Annual Report.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by the bankers and financial institutions. Your Directors also thank the medical profession, the trade and consumers for their patronage of the Company''s products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

Mar 31, 2022

Your Directors have pleasure in presenting the 72^nd Annual Report and Audited Financial Statements for the financial year ended 31^stMarch, 2022.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS
	('' crores)		('' crores)
	STANDALONE		CONSOLIDATED
	Year ended	Year ended	Year ended	Year ended
	31.3.2022	31.3.2021	31.3.2022	31.3.2021
Sales and other Income	5455.49	5201.40	5896.36	5482.83
Profit before finance cost and depreciation	1299.67	1575.82	1375.83	1607.19
Less : Finance cost	7.21	8.14	7.69	9.04
Depreciation and Amortisation	204.10	187.72	232.42	209.17
Profit before tax	1088.36	1379.96	1135. 72	1388.98
Less : Provision for taxation
Current Tax	197.20	244.98	207.01	248.65
Short / (Excess) provision of taxes for earlier years	0.08	-	0.50	(0.01)
Deferred Tax Liability / (Asset)	20.14	(5.79)	17.26	(8.50)
Net Profit	870.94	1140.77	910.95	1148.84

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation. FINANCIAL STATEMENTS

In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated financial statements are also provided in the Annual Report.

CREDIT RATING

During the year under report, CARE Ratings has revised the outlook for the ratings of the Company''s long term / short term bank facilities Fund Based / Non Fund Based of '' 1140 crores to CARE AA; Positive / Care A1 (Double A; Outlook:Positive / A One Plus).

CRISIL has re-affirmed ''CRISIL A1 ''rating on the '' 200 crores (enhanced from 50 crores) commercial paper programme of the Company.

COVID -19 PANDEMIC

The Covid-19 pandemic and its aftermath has caused / continue to cause an un-precedented disruption in economic activities globally. India too suffered waves of Covid-19 pandemic during the financial year under report. However, there were no major lockdowns and other containment measures as was seen during the initial period of the outbreak of Covid-19 pandemic .

Covid-19 pandemic is a healthcare crisis that has shaken global economy and has forced countries across the globe to invest more and more in healthcare infrastructure. The Covid-19 pandemic, which is still continuing, is expected to change the way we operate. The consumer behavior and consumption pattern will also undergo changes.

Overall, till now there was no major impact on Company''s financial performance due to Covid-19 pandemic. However, we may face more Covid-19 pandemic related uncertainties and challenges going forward. Your Company is confident that the inherent business model of the Company, which to a great extent is resilient to such market disturbances will navigate any such challenges which may be ahead of us.

MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Development

The pharmaceutical industry is responsible for the research, development, manufacturing and distribution of medications. The industry has experienced a significant growth over the past two decades and the global pharmaceutical market is now estimated

to be about US$ 1.40 trillion and is growing at a CAGR of about 4%. Pharmaceutical industry is one of the top performing industries globally.

b. Outlook, Risks and Concerns

The Indian pharmaceutical industry is globally respected and India is the third largest industry player globally in volume terms. The country is the largest supplier of low cost quality generics drugs and vaccines to the world. Indian pharmaceutical companies have also carved out a niche in both the Indian and world market with expertise in reverse engineering new processes for manufacturing of pharmaceuticals at low cost, which became the advantage for this industry.

During the year under report, there was no change in the nature of Company''s business.

c. Financial Performance and Operations Review

During the financial year under report, the Company registered on a standalone basis a total income of '' 5455.49 crores as against '' 5201.40 crores in the previous year, a growth of 4.89%. On a consolidated basis, the total income of the Company has increased by 7.54% to '' 5896.36 crores as against '' 5482.83 crores in the previous financial year.

During the financial year under report, the Earnings before interest, depreciation and taxation on a standalone basis amounted to '' 1299.67 crores as against '' 1575.82 crores in the previous financial year. The operations have resulted in a net profit of '' 870.94 crores during the financial year under report as against '' 1140.77 crores in the previous financial year, a decline of 23.65%.

On a consolidated basis, the Earnings before interest, depreciation and taxation amounted to '' 1375.83 crores as against '' 1607.19 crores in the previous financial year. The consolidated operations have resulted in a net profit of '' 910.95 crores during the financial year under report as against '' 1148.84 crores in the previous financial year, a decline of 20.71%.

Break-up of Sales (standalone)		('' Crores)
	2021-22				2020-21
	Domestic	Exports	Total	Growth	Domestic	Exports	Total	Growth
Formulations	2508.27	1486.74	3995.01	12%	1981.67	1597.19	3578.86	14%
APIs & Intermediates	325.42	1015.95	1341.37	-11%	386.33	1120.00	1506.33	28%
Total Sales	2833.69	2502.69	5336.38	5%	2368.00	2717.19	5085.19	18%
Growth	20%	-8 %	5%		9%	27%	18%

Key Financial Ratios (standalone)
		31^st March, 2022	31^st March, 2021
1.	Debtors Turnover Ratio	6.71	6.30
2.	Inventory Turnover Ratio	1.08	1.14
3.	Interest Coverage Ratio	175.89	188.51
4.	Current Ratio	3.13	3.08
5.	Debt Equity Ratio	0.14	0.05
6.	Operating Profit Margin (%)	18.68%	25.01%
7.	Net Profit Margin (%)	16.32%	22.43%
8.	Return on Net Worth (%)	16.95%	27.06%

Due to lower business growth, increase in the material cost, energy cost and logistics cost as well as increase in the other overhead expenses due to inflationary trend in the economy, the operating margins have reduced. This has resulted in lower operating profit margin, net profit margin and return on net worth as compared to previous financial year.

d. International Business

The products of the Company are now exported to over 100 countries across the globe. During the financial year under report, the international business amounted to '' 2502.69 crores as against '' 2717.19 crores in the previous year, a decline of 8%. Formulation exports of the Company has declined by 7% to '' 1486.74 crores and exports of APIs and Drug Intermediates have declined by 9% to '' 1015.95 crores.

The decline in the international business is mainly on the account of the reason that in the previous financial year there was an increased sale of APIs and the formulations of Chloroquine Phosphate and Hydroxychloroquine Sulfate, world-over, since these molecules were considered to be useful in the treatment of Covid-19 disease in the initial period of corona virus outbreak.

The Company''s formulations manufacturing sites at Silvassa and SEZ Indore and APIs manufacturing site at Ratlam continue to be under US FDA import alert.

Except US FDA import alert on three of its manufacturing sites, none of the Company''s manufacturing sites have any outstanding regulatory or compliance issues with any other regulatory agency.

Continent-wise Exports		('' Crores)
Continent	2021-22				2020-21
Continent	Formulations	APIs and Intermediates	Total	% to exports	Formulations	APIs and Intermediates	Total	% to exports
Europe	436.49	232.44	668.93	27%	496.26	260.63	756.89	28%
Africa	409.85	62.00	471.85	19%	476.78	55.81	532.59	20%
Americas	162.80	335.96	498.76	20%	173.94	398.48	572.42	21%
Asia	98.91	356.92	455.83	18%	105.92	369.66	475.58	17%
CIS	134.07	25.72	159.79	6%	163.99	24.95	188.94	7%
Australasia	244.62	2.91	247.53	10%	180.30	10.47	190.77	7%
Total	1486.74	1015.95	2502.69	100%	1597.19	1120.00	2717.19	100%

Formulation Exports - Therapeutic Contribution
Therapeutic Group	2021-22	2020-21
Cardiovasculars & Anti-diabetics	25%	23%
Pain Management	21%	28%
Anti-malarials	24%	26%
Anti-bacterials	6%	5%
Anthelmintics	5%	5%
Central Nervous System (CNS) products	7%	5%
Gastro Intestinal (G.I) products	6%	4%
Cough Preparations	2%	2%
Others	4%	2%
TOTAL	100%	100%

Europe

The Company achieved European export sales of '' 668.93 crores during the financial year under report as against sales of '' 756.89 crores in the previous year, a decline of 12%.

The Company has developed and submitted 96 generic formulation dossiers for registration in Europe out of which 78 dossiers are registered. The Company has also obtained certificate of suitability (COS) of 55 APIs from European Directorate for Quality Medicines (EDQM).

The Company has started marketing generic formulations in the United Kingdom in its own label.

Africa

The Company achieved export sales of '' 471.85 crores to Africa during the financial year under report as against '' 532.59 crores in the previous year, a decline of 11%.

Americas

The Company achieved sales of '' 498.76 crores in this continent as against '' 572.42 crores in the previous year, a decline of 13%. As reported earlier, the US formulations and APIs business continues to be impacted due to ongoing US FDA import alert for three of the Company''s manufacturing facilities.

46 ANDA applications of generic formulations developed by the Company are filed with US FDA out of which 18 ANDA applications are granted till date. 52 DMFs of the Company are also currently filed with US FDA.

Asia

The Asian business (excluding India) recorded sales of '' 455.83 crores as against '' 475.58 crores in the previous year, a decline of 4%. The Company exports formulations as well as APIs to several Asian countries. In countries like Nepal, Sri Lanka, Myanmar, Philippines and Vietnam, the Company markets its branded formulations through dedicated field force.

Confederation of Independent States (CIS)

The Company''s CIS business recorded sales of '' 159.79 crores as against '' 188.94 crores in the previous year, a decline of 15%. Most of the business is from branded formulation sales in Russia, Ukraine, Kazakhstan and Belarus. The Company''s branded formulations are marketed in this continent by its own field force appointed through its non-trading offices.

The geo-political conflict in this region has resulted in decline of shipments to this geography in the last quarter of the financial year under report.

Australasia

The Company exports APIs to Australia and formulations to Australia and New Zealand in this sub-continent. The business from this continent was '' 247.53 crores during the financial year under report as against '' 190.77 crores in the previous year, a growth of 30%.

The Company has developed and submitted 74 generic formulation dossiers for registration in this market out of which 73 dossiers are registered.

e. Domestic Formulations Business

The Company''s branded formulations business in India now comprises of 17 marketing divisions focusing on key therapeutic segments with a portfolio of about 154 brands. Your Company is now the 19^th largest in the domestic formulations market as per IQVIA - MAT March, 2022. The Company is in the process of adding 4 more new marketing divisions in the domestic formulations business.

During the financial year under report, the domestic formulations business recorded a growth of 27% at '' 2508.27 crores as against '' 1981.67 crores in the previous year.

Domestic Branded Formulations -	Therapeutic Contribution
Therapeutic segment	2021-22 % to sales	2020-21 % to sales
Pain Management	49%	52%
Cardiovasculars & Anti-diabetics	17%	19%
Anti-malarials	5%	4%
Anti-bacterials	7%	6%
Dermatology	5%	5%
Gastro Intestinal (G I) products	3%	3%
Cough Preparations	5%	3%
Neuro Psychiatry	3%	3%
Urology	3%	3%
Neutraceuticals	1%	1%
Others	2%	1%
Total	100%	100%

f. Active Pharmaceutical Ingredients (APIs) and Intermediates Business

During the financial year under report, the APIs and Intermediates business recorded sales of '' 1341.37 crores as against '' 1506.33 crores in the previous financial year, a decline of 11%. Nearly 76% of the APIs and Intermediates business is from exports.

The Company exports its APIs across the globe. Most of the international customers of the Company are end user formulations manufacturers including several multinational companies.

Your Company is in the process of commercializing new APIs for the global market.

g. New APIs manufacturing unit at Dewas (M.P.)

Your Directors are pleased to inform you that one plant out of the two plants being set-up for manufacturing of Drug Intermediates and Active Pharmaceuticals Ingredients (APIs) at the Company''s new green field manufacturing unit at Dewas (Madhya Pradesh) has commenced trial production in the month of February, 2022.

h. Intellectual Property Protection

i. Internal Control Systems and its adequacy

j. Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

The Company has 15,155 permanent employees (including 801 overseas employees) as on 31^st March, 2022 out of which 7,682 employees are engaged in the marketing and distribution activities.

k. Cautionary Statement

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

SHARE CAPITAL

The paid-up share capital of the Company as at 31^st March, 2022 was 25,37,04,218 equity shares of '' 1/- each aggregating to '' 25.37 crores.

During the financial year under review, pursuant to the approval of the shareholders at the Extra Ordinary General meeting held on 16^th December, 2021, every 1 (one) equity share of the nominal/face value of '' 2/- each was sub-divided into 2 (Two) equity shares of the nominal/face value of '' 1/- each so as to improve the liquidity of the Company''s share and to make it more affordable for small investors and to broad base the small investors base.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

The Company has a scheme - Ipca Laboratories Ltd. Employees Stock Option Scheme - 2014 (ESOS) approved by the Board of Directors as well as Company''s shareholders. This ESOS is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. There was no change made in this ESOS Scheme during the financial year under report.

However, currently there are no outstanding options issued under the Company''s ESOS.

The necessary disclosure pursuant to Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 is furnished on the website of the Company www.ipca.com.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year under report, M/s. Trophic Wellness Private Ltd., a company incorporated under the Companies Act, 1956 and engaged in the business of manufacturing and marketing of several SKUs of Neutraceuticals under the brand name "Nutricharge" has become the subsidiary of the Company. Your Company now holds 52.35% of the paid-up equity share capital of said company.

During the year, your Company has incorporated a not-for-profit Section 8 wholly owned subsidiary company limited by guarantee of not exceeding the sum of '' 10 lacs by the name "Ipca Foundation", inter-alia, to carry out Corporate Social Responsibility (CSR) and other related charitable and support activities.

During the financial year, your Company''s wholly owned subsidiary, M/s. Ipca Pharmaceuticals, Inc., USA has acquired balance 20% of the share capital of M/s. Bayshore Pharmaceuticals LLC (Bayshore), a New Jersey based limited liability company. With this acquisition, Bayshore is now wholly owned by M/s. Ipca Pharmaceuticals, Inc.

During the year, your Company has also subscribed to 4.03% partnership interest in ABCD Technologies LLP. ABCD Technologies LLP is a limited liability partnership (''LLP'') that has various partners. ABCD Technologies LLP will, through its investment entities, engage in the objective of digitizing healthcare infrastructure in India.

During the year, your Company also acquired 26.57% of the paid-up share capital of M/s. Lyka Labs Limited pursuant to a Joint Management Control Agreement with the promoters of the said company. M/s. Lyka Labs Ltd. was incorporated in the year 1976 under Companies Act, 1956 and is engaged in the business of manufacturing and marketing of injectables, lyophilized injectables and topical formulations.

Consequent to acquisition of these shares, the Company also made a public offer to acquire additional 26% equity shares of the said company from its public shareholders under the SEBI (SAST) Regulations, 2011. After completion of the said open offer, your Company holds 26.58% of the equity share capital of the said company.

The Board of Directors of your Company have now decided to merge with the Company its two (2) wholly owned subsidiaries -M/s. Ramdev Chemical Pvt. Ltd. and M/s. Tonira Exports Ltd., subject to necessary approvals.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.ipca.com:

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and

b) Audited annual accounts of each of the subsidiary companies.

As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

RESEARCH & DEVELOPMENT (R&D)

The R&D expenditure of the Company during the financial year was '' 141.46 crores (2.65% of the turnover) as against '' 126.67 crores (2.49% of the turnover) in the previous year.

DIVIDEND

Your directors have already announced and paid in the month of December 2021 an interim dividend of '' 8/- per share (400%) on the face value of '' 2/- each for the financial year under report. It is now not proposed to declare any further dividend for the financial year ended 31^st March, 2022. The interim dividend paid for the financial year under report is in line with the Company''s dividend distribution policy which is placed on the Company''s website www.ipca.com.

The dividend amounting to '' 101.48 crores paid as interim dividend will be appropriated out of the profits for the year.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

The details of the unpaid / unclaimed dividends for the last seven financial years are available on the website of the Company www. ipca.com.

The Company has appointed its Company Secretary as the nodal officer under the provisions of IEPF.

DIRECTORS

Mr. Ajit Kumar Jain and Mr. Pranay Godha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. Anand T. Kusre and Mr. Dev Parkash Yadava were re-appointed as Independent Directors for a second term of five consecutive years from 1^st April, 2019 and Dr. (Mrs.) Manisha Premnath was re-appointed as Independent Director for a second term of five consecutive years from 21^st September, 2019, through postal ballot on 27^th March, 2019. The shareholders have also approved the appointment of Mr. Kamal Kishore Seth as an Independent Director for a period of 5 years from 29^th March, 2019.

Mr. Anand Kusre, Mr. Dev Parkash Yadava, Dr. (Mrs.) Manisha Premnath and Mr. Kamal Kishore Seth, who are independent directors, have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations and there has been no change in the circumstances which may affect their status as independent directors during the year.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance annexed herewith.

KEY MANAGERIAL PERSONNEL

During the financial year under report, the following persons continue to be the Key Managerial Personnel of the Company

Mr. Premchand Godha - Chairman & Managing Director/CEO

Mr. Ajit Kumar Jain - Joint Managing Director / CFO

Mr. Pranay Godha - Executive Director

Mr. Prashant Godha - Executive Director

Mr. Harish P. Kamath - Corporate Counsel & Company Secretary

There was no change in the Key Managerial Personnel during the financial year under report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

â¢ t he candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

â¢ the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

BOARD EVALUATION

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

The annual evaluation was carried out in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by
1.	Board and individual directors	Board after seeking inputs from all directors
2.	Board Committees	Board seeking inputs from all committee members
3.	Individual Directors	Nomination and Remuneration committee
4.	Non-independent directors, Board as a whole and the Chairman	Separate meeting of independent directors after taking views from executive directors
5.	Board, its Committees and individual Directors	At the board meeting held after the meeting of the independent directors based on evaluation carried out as above.

PROFICIENCY OF DIRECTORS

REMUNERATION POLICY

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarisation programs for independent directors are disclosed on the website of the Company www.ipca.com. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31,2022 and of the profit of the Company for the financial year;

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

v) that your 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

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

CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance. AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

The term of appointment of M/s. G. M. Kapadia & Co., Chartered Accountants is coming to an end at the conclusion of the forthcoming 72^nd Annual General Meeting of the Company. In their place, it is now proposed to appoint M/s. Natvarlal Vepari & Co., Chartered Accountants (Firm Registration No. 106971W) as the Statutory Auditors of the Company to carry out the statutory audit activities for a period of 5 (five) years from the conclusion of the 72^nd AGM and till the conclusion of 77^th AGM of the Company.

The necessary resolution for the appointment of the Statutory Auditors will be placed before the shareholders for their approval at the ensuing AGM.

COST AUDIT

The Cost Audit Report for the financial year 2020-21, which was due to be filed with the Ministry of Corporate Affairs by 3 ^rd September, 2021 was filed on 31^st August, 2021.

The Company has maintained the cost accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT

The Secretarial Auditors'' Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company (http://www.ipca.com/pdf/corporate_policy/Corporate_Social_ Responsibility_Policy.pdf).

During the year under report, the Company, inter-alia, has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company''s CSR activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

RELATED PARTY TRANSACTIONS

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www. ipca.com/pdf/corporate_policy/ Related_Party_Transactions.pdf).

EMPLOYEES

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company''s website www.ipca.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Chairman & Managing Director / CEO is given at the end of the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

PREVENTION OF INSIDER TRADING

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.ipca.com.

CONSTITUTION OF COMMITTEE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BUSINESS RISK MANAGEMENT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

ANNUAL RETURN

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the financial year ended 31^st March, 2022 forms part of this Report. The same is also uploaded on the Company''s website www.ipca.com as a part of the Annual Report.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. ACKNOWLEDGEMENTS

For and on behalf of the Board

Premchand Godha

Chairman & Managing Director

24^th May, 2022

Mar 31, 2021

TO THE MEMBERS

Your Directors have pleasure in presenting the 71^st Annual Report and Audited Financial Statements for the financial year ended 31^st March, 2021.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS
	('' crores)		('' crores)
	STANDALONE		CONSOLIDATED
	Year ended	Year ended	Year ended	Year ended
	31.3.2021	31.3.2020	31.3.2021	31.3.2020
Sales and other Income	5201.40	4432.12	5482.83	4715.71
Profit before finance cost and depreciation	1575.82	979.45	1599.49	965.89
Less : Finance cost	8.14	15.79	9.04	16.50
Depreciation and Amortisation	187.72	178.69	209.17	210.50
Profit before tax	1379.96	784.97	1381.28	738.89
Less : Provision for taxation
Current Tax	244.98	137.98	248.65	140.59
Short / (Excess) provision of taxes for earlier years	-	-	(0.01)	0.52
Deferred Tax Asset	(5.79)	(5.47)	(8.50)	(5.78)
Net Profit	1140.77	652.46	1141.14	603.56

TRANSFER IO RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation. FINANCIAL STATEMENTS

In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated financial statements are also provided in the Annual Report.

CREDIT RATING

During the year under report, CARE Ratings has re-affirmed CARE AA; Stable / Care A1 (Double A; Outlook: Stable / A One Plus) ratings to the Company''s long term / short term bank facilities (fund based / non-fund based) amounting to '' 1140 crores.

CRISIL has re-affirmed ''CRISIL A1 '' rating for '' 50 crores commercial paper programme of the Company.

COVID -19 PANDEMIC

The Covid-19 Pandemic has caused / continue to cause un-precedented disruption in the global economic activities. Several countries and central banks are implementing stimulus packages to revive their respective economies and GDP growth.

Several countries worldwide have implemented lockdowns and other containment measures to restrict the spread of coronavirus. The available healthcare resources and infrastructure facilities are also majorly devoted for Covid-19 treatment.

The coronavirus pandemic is a healthcare as well as economic crisis that has shaken the global economy and has forced countries across the globe to take measures to correct under-investment in the healthcare infrastructure. Going forward this pandemic will also change the way we operate. The consumer behavior and consumption pattern will also undergo changes.

Being manufacturers of pharmaceuticals and hence provider of essential services, the operations of the Company continued unabated albeit with challenges such as logistics, timely availability of raw materials and manpower shortages. The Company has initiated various measures at its facilities and continue to vigorously follow the guidelines issued by local authorities from time to time such as social distancing, masking, sanitization, etc.

The continued and uninterrupted manufacturing and supply of active pharmaceutical ingredients and dosage forms to our customers across the globe spanning over 100 countries in these testing times and most challenging conditions, have re-inforced the customer confidence in your Company.

Overall, there was no impact until now of the pandemic on the Company''s financial performance. In the financial year 2020-21, the domestic and emerging market branded formulations business got impacted due to lock-downs and lower patient footfall in the dispensaries, OPDs and hospitals. However, this got compensated by the growth in the generic and institutional formulations as well as Active Pharmaceutical Ingredients (APIs) business, especially of Hydroxychloroquine Sulphate and Chloroquine Phosphate, since these molecules were considered to be useful in the treatment of Covid-19 disease in the initial period of coronavirus outbreak.

There is no denying that we may face many more Covid-19 related uncertainties and challenges in days to come. However, your Company is confident that the inherent business model of the Company, which is to a great extent resilient to such market disturbances, will navigate the challenges which are ahead of us and that the ongoing covid-19 pandemic generally is not expected to negatively impact our capital and financial resources, assets, profitability and liquidity position.

MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Development

The global pharmaceutical market is estimated to be about US$ 1.35 trillion and was hitherto growing at a CAGR of about 4%. However, it is to be seen how the Covid -19 pandemic, which has caused unprecedented economic disruption and has put tremendous pressure on healthcare system globally, will impact this industry going forward.

Though the pharmaceutical industry is developing at a rapid pace, this growth won''t come easily for the industry that is heavily influenced by healthcare reforms, cost pressure, economic and political fluidity, public demand for lower cost treatment, economic consolidation, increased competition and changing regulatory landscape with increased scrutiny.

The growth in the pharmaceutical industry globally is driven by ageing population as well as about 1% increase in the global population at the same time. Improvement in the purchasing power and increased access to healthcare system and medicines world over including emerging markets are also driving the growth. As population ages due to increasing life expectancy, people require pharmaceuticals to treat their chronic illness, thus increasing the demand for industry products.

Thanks to advances in science and technology, the research based pharmaceutical industry is entering an exciting new era in medicine development. The research methods are evolving and the innovative pharmaceutical industry aims to turn fundamental research into innovative treatments that are widely available and accessible to patients.

b. Outlook, Risks and Concerns

The Indian pharmaceuticals industry is globally respected and is one of the successful industries in the country. It has contributed significantly to the healthcare by ensuring quality, accessible and affordable generic medicines around the globe. It has also immensely contributed to India''s economic growth.

The low cost of production and R&D benefited the competitiveness of the Indian pharma industry in the international market. The Government of India has recently approved production linked incentives (PLI) Scheme for the pharmaceuticals sector which will further improve the competitiveness of the Indian Pharma Industry and will also attract additional investment in the sector. Indian pharmaceutical companies have also carved out a niche in both the Indian and world market with expertise in reverse engineering new processes for manufacturing of pharmaceuticals at low cost, which became the advantage for this industry. India is amongst the largest provider of generic drugs and vaccines globally and is known as the pharmacy of the world.

Although economic woes of certain geographies are impending the pharmaceutical market growth, the long term outlook for the industry remains positive. The industry growth is driven by ageing population and ever growing middle income group in emerging economies boosting demand for the pharmaceuticals. Additionally, the emergence of new viruses, the latest being SARS-CoV-2 and drug resistant infections, biological agents, immune therapies, etc. will spur research and development activities providing the industry with more products in their drug pipeline with revenue and growth streams.

The Indian pharmaceuticals market is the third largest in terms of volume. India is the biggest provider of generic medications globally and enjoys a strong position in the world pharmaceuticals sector. The country also has a huge talent pool and scientists having the capability to steer this industry forward to a much greater degree. The cost efficiency also continues to create opportunities for Indian pharmaceutical companies in the emerging global economies. The Indian pharmaceutical industry is expected to outperform the global pharmaceutical industry and grow in the next couple of years and thereby emerge as one of the top 10 pharmaceutical market globally by absolute value size.

I ndian pharmaceutical companies are focusing on global generic and API business, R&D activities and contract research and manufacturing alliances. India is also fast emerging as a preferred pharmaceuticals manufacturing location. Increasing use of pharmaceutical generics in developed markets to reduce healthcare cost will also provide attractive growth opportunities to Indian generic formulations manufacturers and thus Indian pharmaceutical industry is poised for an accelerated growth in the coming years.

However, poor public healthcare funding and infrastructure, low per capita consumption of medicines in developing and under developed countries including India, currency fluctuations, regulatory issues, government mandated price controls, inflation and resultant all round increase in input costs are few causes of concern.

During the year under report, there was no change in the nature of Company''s business.

c. Financial Performance and Operations Review

During the financial year under report, the Company registered on a standalone basis a total income of '' 5201.40 crores as against '' 4432.12 crores in the previous year, a growth of 17.36%. On a consolidated basis, the total income of the Company has increased by 16.27% to '' 5482.83 crores as against '' 4715.71 crores in the previous financial year.

During the financial year under report, the Earnings before interest, depreciation and taxation on a standalone basis amounted to '' 1575.82 crores as against '' 979.45 crores in the previous financial year. The operations have resulted in a net profit of ''1140.77 crores during the financial year under report as against '' 652.46 crores in the previous financial year, a growth of 74.84%.

On a consolidated basis, the Earnings before interest, depreciation and taxation amounted to '' 1599.49 crores as against '' 965.89 crores in the previous financial year. The consolidated operations have resulted in a net profit of '' 1141.14 crores during the financial year under report as against '' 603.56 crores in the previous financial year, a growth of 89.07%.

Break-up of Sales (standalone)		('' Crores)
	2020-21				2019-20
	Domestic	Exports	Total	Growth	Domestic	Exports	Total	Growth
Formulations	1981.67	1597.19	3578.86	14%	1912.61	1221.55	3134.16	16%
APIs & Intermediates	386.33	1120.00	1506.33	28%	250.93	922.20	1173.13	33%
Total Sales	2368.00	2717.19	5085.19	18%	2163.54	2143.75	4307.29	20%
Growth	9%	27%	18%		17%	24%	20%

d. Key Financial Ratios (standalone)

		31^st March, 2021	31^st March, 2020
1.	Debtors Turnover Ratio	6.30	5.86
2.	Inventory Turnover Ratio	2.77	3.11
3.	Interest Coverage Ratio	188.51	62.91
4.	Current Ratio	3.08	2.18
5.	Debt Equity Ratio	0.03	0.11
6.	Operating Profit Margin (%)	25.01%	17.19%
7.	Net Profit Margin (%)	21.93%	14.72%
8.	Return on Net Worth (%)	24.00%	17.74%

Due to increase in the sales and improvement in operational performance and efficiency, which has resulted into increased profitability, most of the above key financial ratios have improved substantially.

e. International Business

The products of the Company are now exported to over 100 countries across the globe. During the financial year under report, the international business amounted to '' 2717.19 crores as against '' 2143.75 crores in the previous year, a growth of 27%. Formulation exports of the Company increased by 31% to '' 1597.19 crores and exports of APIs and Drug Intermediates increased by 21% to '' 1120.00 crores.

The Company''s formulations manufacturing sites at Silvassa and SEZ Indore and APIs manufacturing site at Ratlam continue to be under US FDA import alert.

Except US FDA import alert on three of its manufacturing sites, none of the Company''s manufacturing sites have any outstanding regulatory or compliance issues with any other regulatory agency.

Continent-wise Exports		('' Crores)
Continent	2020-21				2019-20
Continent	Formulations	APIs and ntermediates	Total	% to exports	Formulations	APIs and Intermediates	Total	% to exports
Europe	496.26	260.63	756.89	28%	390.95	244.53	635.48	30%
Africa	476.78	55.81	532.59	20%	308.93	34.00	342.93	16%
Americas	173.94	398.48	572.42	21%	119.56	312.20	431.76	20%
Asia	105.92	369.66	475.58	17%	76.87	309.64	386.51	18%
CIS	163.99	24.95	188.94	7%	167.33	17.16	184.49	9%
Australasia	180.30	10.47	190.77	7%	157.91	4.67	162.58	7%
Total	1597.19	1120.00	2717.19	100%	1221.55	922.20	2143.75	100%

Formulation Exports - Therapeutic Contribution
Therapeutic Group	2020-21	2019-20
Cardiovasculars & Anti-diabetics	23%	31%
Pain Management	28%	20%
Anti-malarials	26%	19%
Anti-bacterials	5%	6%
Anthelmintics	5%	8%
Central Nervous System (CNS) products	5%	6%
Gastro Intestinal (G.I) products	4%	4%
Cough Preparations	2%	2%
Others	2%	4%
TOTAL	100%	100%

Europe

The Company achieved European export sales of '' 756.89 crores during the financial year under report as against sales of '' 635.48 crores in the previous year, a growth of 19%.

The Company has developed and submitted 62 generic formulation dossiers for registration in Europe out of which 61 dossiers are registered. The Company has also obtained certificate of suitability (COS) of 47 APIs from European Directorate for Quality Medicines.

The Company has started marketing generic formulations in the United Kingdom in its own label.

Africa

The Company achieved export sales of '' 532.59 crores to Africa during the financial year under report as against '' 342.93 crores in the previous year, a growth of 55%.

The Company is expanding its branded formulations business in this continent through expansion of geographical coverage and increase in the number of branded formulations marketed. The Company is also continuously filing new formulation dossiers for registration in the African countries.

Americas

The Company achieved sales of '' 572.42 crores in this continent as against '' 431.76 crores in the previous year, a growth of 33%. As reported earlier, the US formulations and APIs business continues to be impacted due to ongoing US FDA import alert for three of the Company''s manufacturing facilities.

46 ANDA applications of generic formulations developed by the Company are filed with US FDA out of which 18 ANDA applications are granted till date. 45 DMFs of the Company are also currently filed with US FDA.

Asia

The Asian business (excluding India) recorded sales of '' 475.58 crores as against '' 386.51 crores in the previous year, a growth of 23%. The Company exports formulations as well as APIs to several Asian countries. In countries like Nepal, Sri Lanka, Myanmar, Philippines and Vietnam, the Company markets its branded formulations through dedicated field force.

Confederation of Independent States (CIS)

The Company''s CIS business recorded sales of '' 188.94 crores as against '' 184.49 crores in the previous year, a growth of 2%. Most of the business is from branded formulation sales in Russia, Ukraine, Kazakhstan and Belarus. The Company''s branded formulations are marketed in this continent by its own field force appointed through its non-trading offices.

Australasia

The Company exports APIs to Australia and formulations to Australia and New Zealand in this sub-continent. The business from this continent was '' 190.77 crores during the financial year under report as against '' 162.58 crores in the previous year, a growth of 17%.

The Company has developed and submitted 75 generic formulation dossiers for registration in this market out of which 72 dossiers are registered.

f. Domestic Formulations Business

The Company''s branded formulations business in India now comprises of 16 marketing divisions focusing on key therapeutic segments with a portfolio of about 145 brands. Your Company is now the 19^th largest in the domestic formulations market as per IQVIA - MAT March, 2021.

During the financial year under report, the domestic formulations business recorded a growth of 4% at '' 1981.67 crores as against '' 1912.61 crores in the previous year.

As a part of containment measures to restrict the spread of coronavirus, apart from lockdowns, the available healthcare resources and infrastructure facilities were also majorly devoted by the local administration across the country for Covid-19 treatment during most part of the financial year 2020-21. This resulted in reduced patient footfall in dispensaries, OPDs and hospitals for routine ailments as well as re-scheduling of non-critical surgeries which impacted prescriptions, launch of new products, field force activities and thus impacted business growth in the Domestic branded formulations market.

At the same time, the Company''s APIs and formulations business of Hydroxychloroquine Sulphate and Chloroquine Phosphate significantly improved in the financial year during the initial phase of Covid-19 outbreak since these molecules were then considered

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Domestic Branded Formulations -	Therapeutic Contribution
Therapeutic segment	2020-21 % to sales	2019-20 % to sales
Pain Management	52%	47%
Cardiovasculars & Anti-diabetics	19%	18%
Anti-malarials	4%	6%
Anti-bacterials	6%	8%
Dermatology	5%	5%
Gastro Intestinal (G I) products	3%	3%
Cough Preparations	3%	4%
Neuro Psychiatry	3%	3%
Urology	3%	3%
Neutraceuticals	1%	1%
Others	1%	2%
Total	100%	100%

g. Active Pharmaceutical Ingredients (APIs) and Intermediates Business

During the financial year under report, the APIs and Intermediates business recorded sales of '' 1506.33 crores as against '' 1173.13 crores in the previous financial year, a growth of 28.40%. Nearly 79% of the APIs and Intermediates business is from exports. As informed earlier, the APIs business of the Company during the financial year also benefited from the sales of APIs Hydroxychloroquine Sulphate and Chloroquine Phosphate, being molecules considered to be beneficial for the treatment of Covid-19 in the initial phase of its outbreak.

The Company exports its APIs across the globe. Most of the international customers of the Company are end user formulations manufacturers including several multinational companies.

Your Company is in the process of commercializing new APIs for the global market.

h. New APIs manufacturing unit at Dewas (M.P.)

The Company is in the process of setting up a new APIs manufacturing unit at Dewas (M.P.) with an initial capital outlay of about '' 250 crores. The land for this project has been acquired and the Company has already obtained all the necessary environmental approvals. Currently civil work for this project is ongoing at the site.

i. Intellectual Property Protection

j. Internal Control Systems and its adequacy

k. Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

The Company has 14574 permanent employees (including 729 overseas employees) as on 31^st March, 2021 out of which 6987 employees are engaged in the marketing and distribution activities.

l. Cautionary Statement

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

SHARE CAPITAL

The paid-up share capital of the Company as at 31^st March, 2021 was 12,68,52,109 equity shares of '' 2/- each aggregating to '' 25.37 crores.

During the financial year, pursuant to the approval of the shareholders at the Extra Ordinary General Meeting held on 24^th October, 2019, in-principle approval received from the Stock Exchanges and pursuant to applications received from the allottees to convert the warrants allotted to them into equity shares, the Board of Directors of the Company at their meeting held on

2^nd September, 2020 have allotted 5,00,000 Equity shares of '' 2/- each fully paid-up for cash at a price of '' 955/- per equity share, including a premium of '' 953/- per share, aggregating to '' 47.75 crores to members of the Promoters / Promoter Group of the Company.

The proceeds from issue of these shares are utilized for the purposes for which the issue was made.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

However, currently there are no outstanding options issued under the Company''s ESOS.

The necessary disclosure pursuant to Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 is furnished on the website of the Company www.ipca.com (weblink http://www.ipca.com/pdf/ESOS2014.pdf).

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.ipca.com :

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and

b) Audited annual accounts of each of the subsidiary companies.

As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

RESEARCH & DEVELOPMENT (R&D)

The Company has R&D centers at Mumbai, Ratlam, Athal (Silvassa) and Ranu (Vadodara) are duly recognized by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR).

The R&D expenditure of the Company during the financial year was '' 126.67 crores (2.49% of the turnover) as against '' 101.04 crores (2.35% of the turnover) in the previous year.

DIVIDEND

Your directors have already announced and paid in the month of December 2020 an interim dividend of '' 8/- per share (400%) for the financial year under report. It is now not proposed to declare any further dividend for the financial year ended 31^st March, 2021. The interim dividend paid for the financial year under report is in line with the Company''s dividend distribution policy which is placed on the Company''s website www.ipca.com.

The dividend amounting to '' 101.48 crores paid as interim dividend will be appropriated out of the profits for the year.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

The details of the unpaid / unclaimed dividends for the last seven financial years are available on the website of the Company www.ipca.com.

The Company has appointed its Company Secretary as the nodal officer under the provisions of IEPF.

DIRECTORS

Mr. Premchand Godha and Mr. Prashant Godha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Mr. Prashant Godha is also proposed to be re-appointed as the Executive Director of the Company for a further period of 5 years with effect from 16^th August, 2021.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance annexed herewith.

KEY MANAGERIAL PERSONNEL

During the financial year under report, the following persons continue to be the Key Managerial Personnel of the Company:

Mr. Premchand Godha - Chairman & Managing Director/CEO

Mr. Ajit Kumar Jain - Joint Managing Director / CFO

Mr. Pranay Godha - Executive Director

Mr. Prashant Godha - Executive Director

Mr. Harish P. Kamath - Corporate Counsel & Company Secretary

There was no change in the Key Managerial Personnel during the financial year under report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

â¢ the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

BOARD EVALUATION

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

The annual evaluation was carried out in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by
1.	Board and individual directors	Board after seeking inputs from all directors
2.	Board Committees	Board seeking inputs from all committee members
3.	Individual Directors	Nomination and Remuneration committee
4.	Non-independent directors, Board as a whole and the Chairman	Separate meeting of independent directors after taking views from executive directors
5.	Board, its Committees and individual Directors	At the board meeting held after the meeting of the independent directors based on evaluation carried out as above.

PROFICIENCY OF DIRECTORS

All the independent directors of the Company have registered their names in the database maintained by the Indian Institute of Corporate Affairs, Manesar, Haryana. Those of the independent directors who are not otherwise exempted shall appear for the common proficiency test conducted by the said institute within the prescribed time.

REMUNERATION POLICY

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarisation programs for independent directors are disclosed on the website of the Company www.ipca.com. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31,2021 and of the profit of the Company for the financial year;

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

v) that your 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

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

CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance. AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. G. M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W) were appointed as the Statutory Auditors at the 67^th Annual General Meeting (AGM) of the Company for a term of 5 (Five) years i.e. till the conclusion of 72^nd AGM and this appointment was also ratified by the members of the Company at the 68^th Annual General Meeting held on Thursday, 9^th August, 2019.

COST AUDIT

The Cost Audit Report for the financial year 2019-20, which was due to be filed with the Ministry of Corporate Affairs by 8^th September, 2020 was filed on 7^th September, 2020.

The Company has maintained the cost accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT

The Secretarial Auditors'' Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company (http://www.ipca.com/pdf/corporate policy/Corporate Social Responsibility Policy.pdf).

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

In May 2021, your Company has facilitated the district administration in setting up within the premises of its upcoming bulk drugs manufacturing unit at Dewas, Madhya Pradesh, a 50,000 sq. ft. 250 bedded covid care centre including oxygen beds with in-house oxygen generation plant. This is apart from various other initiatives undertaken by the Company for covid care including distribution of oxygen concentrators, PPE Kits and medicines.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company''s CSR activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

RELATED PARTY TRANSACTIONS

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company. (https://www.ipca.com/wp-content/pdf/corporate-policv/Policv on Related Party Transactions.pdf).

EMPLOYEES

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code also incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company''s website www.ipca.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Chairman & Managing Director / CEO is given at the end of the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

PREVENTION OF INSIDER TRADING

CONSTITUTION OF COMMITTEE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BUSINESS RISK MANAGEMENT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, copy of Annual Return in Form MGT-7 is placed on the Company''s website www.ipca.com (weblink : https://www.ipca.com/wp-content/pdf/financials/annual-return/Annual-Return-FY-2020-21.pdf).

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the financial year ended 31^st March, 2021 forms part of this Report. The same is also uploaded on the Company''s website www.ipca.com as a part of the Annual Report.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. ACKNOWLEDGEMENTS

For and on behalf of the Board

Mumbai Premchand Godha

28^th May, 2021 Chairman & Managing Director

Mar 31, 2019

DIRECTORS'' REPORT

TO THE MEMBERS

The Directors have pleasure in presenting the 69^th Annual Report and Audited Financial Statements for the year ended 31^st March, 2019.

STANDALONE FINANCIAL RESULTS
	( Rs,crores)
	For the year	For the year
	ended 31.3.2019	ended 31.3.2018
Sales and other Income	3687.74	3258.75
Profit before finance cost & depreciation	747.76	481.18
Less : Finance cost	18.49	24.02
Depreciation and Amortization	171.88	174.36
Profit before tax	557.39	282.80
Less : Provision for taxation
Current Tax	119.90	60.01
Short / (Excess) provision of taxes for earlier years	(5.02)	(0.34)
Deferred Tax Asset	(12.40)	(9.98)
Net Profit	454.91	233.11

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation. FINANCIAL STATEMENTS

In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated financial statements are provided in the Annual Report.

CREDIT RATING

MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Development

The global pharmaceutical market is now estimated to be about US$ 1.3 trillion and is growing at a CAGR of about 4%. Though, the pharmaceutical industry is developing at a rapid pace, this growth won''t come easily for the industry heavily influenced by healthcare reforms, cost pressure, price and value based health care models, economic and political fluidity, public demand for lower cost treatment, economic consolidation, increased competition and changing regulatory landscape with increased scrutiny. The market for pharmaceuticals is growing persistently led by 1% plus annual global increase in the population and ageing at the same time. The increasing urbanization and growing middle income population making drugs available and affordable for more people has also lead to this market growth. As population ages, more and more people require pharmaceuticals to treat their chronic illness, spurring demand for industry products.

The global generic drug market is also expected to reach a size of about US$ 350 billions by 2020. The market for generic drugs has been accelerated by increasing number of patent expiries and governmental initiatives to reduce healthcare cost. The prevalence of chronic diseases and emerging markets as well as decreasing cost of generic drugs is acting as most important factor for growth of generic market. However, high competition and market consolidation can restrict the growth of generic market.

b. Outlook, Risks and Concerns

The Indian pharmaceuticals industry is globally respected and is one of the most successful industries in the country. It has contributed significantly to global healthcare by ensuring quality, accessible and affordable medicines around the globe. It has also immensely contributed to India''s economic growth. World Class capabilities and favorable global pharmaceutical market condition over many years have ensured that India continues to be one of the most lucrative pharma market in the world.

Although economic woes of certain geographies are impending the pharmaceutical market growth, the long term outlook for the industry remains positive. The industry growth is driven by ageing population and ever growing middle income group in emerging economies boosting demand for the branded and generic formulations. Additionally, the emergence of new viruses and drug resistant infections, biological agents, immune therapies etc. spurred research and development activities in the recent past providing the industry with more products in their drug pipeline with revenue and growth streams.

The Indian pharmaceuticals market is the third largest in terms of volume and twelfth largest in terms of value. India is the biggest provider of generic medications internationally and enjoys a significant position in the world pharmaceuticals sector. The country also has a huge pool of engineers and scientists having the capability to steer this industry forward to a much greater degree. The cost efficiency also continues to create opportunities for Indian pharmaceutical companies in the emerging global economies.

The Indian pharma industry is expected to outperform the global pharma industry and grow over 10% per annum in next couple of years to a size of about US $ 55 billion by 2020 thereby emerging as one of the top 10 pharmaceutical market globally by absolute size. Indian pharmaceutical export which was about US $ 17 billion in 2018 is expected to reach a size of about US$ 20 billion by 2020. India today is the largest provider of vaccines and generic drugs in the global market.

Indian pharma companies are focusing on global generic and API business, R&D activities and contract research and manufacturing alliances. India is also fast emerging as a preferred pharmaceuticals manufacturing location. Increasing use of pharmaceutical generics in developed markets to reduce healthcare cost will also provide attractive growth opportunities to Indian generic formulations manufacturers and thus Indian pharmaceutical industry is poised for an accelerated growth in the coming years.

During the year under report, there was no change in the nature of Company''s business.

c. Financial Performance and Operations Review

During the financial year under report, the Company registered on a standalone basis a total income of Rs,3687.74 crores as against Rs,3258.75 crores in the previous year, a growth of 13%.

The Company''s formulations manufacturing sites at Silvassa and SEZ Indore and APIs manufacturing site at Ratlam continue to be under US FDA import alert.

The Company has implemented comprehensive remedial measures at all its manufacturing sites to ensure quality and regulatory compliances. These remedial measures included review of all processes and procedures, revamping of training system, recruitment of senior quality personnel as well as automation of quality control laboratories. The Company is awaiting re-inspection by US FDA of its manufacturing facilities currently under import alert. The Company is committed to its philosophy of highest quality in manufacturing, operations, systems, integrity and cGMP culture. Your management is confident that implementation of remedial measures will ensure that the Company will regain all its regulatory approvals. Except US FDA import alert on three of its manufacturing sites, none of the Company''s manufacturing sites have any outstanding regulatory or compliance issues with any other regulatory agency.

During the financial year under report, the Earnings before interest, depreciation and taxation amounted to Rs,747.76 crores as against Rs,481.18 crores in the previous financial year. The operations have resulted in a net profit of Rs,454.91 crores during the financial year under report as against Rs,233.11 crores in the previous financial year, a growth of 95%.

Break-up of Sales								(Rs, Crores)
	2018-19				2017-18
	Domestic	Exports	Total	Growth	Domestic	Exports	Total	Growth
Formulations	1646.83	1048.26	2695.09	11%	1425.38	993.96	2419.34	1%
APIs & Intermediates	201.98	682.58	884.56	18%	178.45	570.25	748.70	5%
Total Sales	1848.81	1730.84	3579.65	13%	1603.83	1564.21	3168.04	2%
Growth	15%	11%	13%		5%	--	2%

d. Key Financial Ratios

	31^st March, 2019	31^st March, 2018
Debtors Turnover Ratio	5.84	5.94
Inventory Turnover Ratio	3.21	3.38
Interest Coverage Ratio	41.39	19.93
Current Ratio	2.25	1.92
Debt Equity Ratio	0.11	0.18
Operating Profit Margin (%)	14.86%	8.25%

	31^st March, 2019	31^st March, 2018
Net Profit Margin (%)	12.34%	7.15%
Return on Net Worth (%)	14.50%	8.65%

Due to increase in the sales and improvement in operational performance, which has resulted into increased profitability, the Interest Coverage Ratio, Operating Profit Margin, Net Profit Margin and Return on Net Worth has improved substantially.

e. International Business

The products of the Company are now exported to over 100 countries across the globe. During the financial year under report, the international business amounted to Rs,1730.84 crores as against Rs,1564.21 crores in the previous year, a growth of 11%. Formulation exports of the Company increased by 5% to Rs,1048.26 crores and exports of APIs and Drug Intermediates increased by 20% to Rs,682.58 crores.

Continent-wise Exports		( Rs,Crores)
Continent	2018-19				2017-18
Continent	Formulations	APIs and Intermediates	Total	% to exports	Formulations	APIs and Intermediates	Total	% to exports
Europe	311.89	220.93	532.82	31%	290.34	205.78	496.12	32%
Africa	265.03	39.47	304.50	18%	264.21	20.99	285.20	18%
Americas	90.13	206.77	296.90	17%	102.52	154.34	256.86	16%
Asia	87.04	200.32	287.36	17%	66.50	172.84	239.34	15%
CIS	156.43	9.24	165.67	9%	142.15	11.87	154.02	10%
Australasia	137.74	5.85	143.59	8%	128.24	4.43	132.67	9%
Total	1048.26	682.58	1730.84	100%	993.96	570.25	1564.21	100%

Formulation Exports - Therapeutic Contribution
Therapeutic Group	2018-19	2017-18
Cardiovasculars & Anti-diabetics	29%	31%
Pain Management	21%	20%
Anti-malarials	18%	18%
Anti-bacterials	9%	10%
Anthelmintics	8%	7%
Central Nervous System (CNS) products	6%	6%
Gastro Intestinal (G.I) products	3%	2%
Cough Preparations	2%	2%
Others	4%	4%
TOTAL	100%	100%

Europe

The Company achieved European export sales of Rs,532.82 crores during the financial year under report as against sales of Rs,496.12 crores in the previous year. Regulatory imposition against one of the Company''s major customer, though resolved in the second half of the financial year, adversely impacted Company''s generics formulations business in the United Kingdom.

The Company has developed and submitted 62 generic formulation dossiers for registration in Europe out of which 61 dossiers are registered. The Company has also obtained certificate of suitability (COS) of 44 APIs from European Directorate for Quality Medicines.

Africa

The Company achieved export sales of Rs,304.50 crores to Africa during the financial year under report as against Rs,285.20 crores in the previous year, a growth of 7%.

The Company is expanding its branded formulations business in this continent through expansion of geographical coverage and increase in the number of branded formulations marketed. The Company is also continuously filing new formulation dossiers for registration in the African countries.

As informed in the previous year, The Global Fund has once again selected your Company as their panel supplier of anti-malarial medicines for the Global Fund pooled procurement mechanism and private sector co-payment mechanism and their orders for anti-malarial medicines have now started coming.

The Board of Directors are happy to inform you that during the year, anti-malarial formulations of your Company, Artemether Lumefantrine dispersible tablet and Artesunate injectable as well as Ratlam Artesunate Injectable manufacturing facility were pre-qualified by WHO. The Company has started receiving orders from institutions for these anti-malarial formulations.

The Company has filed 64 dossiers of generic formulations for registration in South Africa out of which 42 dossiers are registered till date.

Americas

The Company achieved sales of Rs,296.90 crores in this continent as against Rs,256.86 crores in the previous year. As reported earlier, the US formulations and APIs business continues to be impacted due to ongoing US FDA import alert for three of the Company''s manufacturing facilities.

46 ANDA applications of generic formulations developed by the Company are filed with US FDA out of which 18 ANDA applications are granted till date. 46 DMFs of the Company are also currently filed with US FDA.

Asia

The Asian business (excluding India) recorded sales of Rs,287.36 crores as against Rs,239.34 crores in the previous year. The Company exports formulations as well as APIs to several Asian countries. In countries like Nepal, Srilanka, Myanmar, Philippines and Vietnam, the Company markets its branded formulations through dedicated field force.

Confederation of Independent States (CIS)

The Company''s CIS business recorded sales of Rs,165.67 crores as against Rs,154.02 crores in the previous year, a growth of 8%. Most of the business is from branded formulation sales in Russia, Ukraine, Kazakhstan and Belarus. The Company''s branded formulations are marketed in this continent by its own field force appointed through its non-trading offices.

Australasia

The Company exports APIs to Australia and formulations to Australia and New Zealand in this sub-continent. The business from this continent was Rs,143.59 crores during the financial year under report as against Rs,132.67 crores in the previous year, a growth of 8%.

The Company has developed and submitted 73 generic formulation dossiers for registration in this market out of which 70 dossiers are registered.

f. Domestic Formulations Business

The Company''s formulations business in India now comprises of 15 marketing divisions focusing on key therapeutic segments. Your Company is now the 21^st largest in the domestic formulations market as per IMS Health - MAT April 2019.

During the financial year under report, the domestic formulations business recorded a growth of 16% at Rs,1646.83 crores as against Rs,1425.38 crores in the previous year.

Domestic Branded Formulations - Therapeutic Contribution
Therapeutic segment	2018-19	2017-18
Therapeutic segment	% to sales	% to sales
Pain Management	46%	44%
Cardiovasculars & Anti-diabetics	20%	21%
Anti-malarials	6%	8%
Anti-bacterials	7%	6%
Dermatology	5%	5%
Gastro Intestinal (G I) products	4%	4%
Cough Preparations	4%	4%
Neuro Psychiatry	3%	3%
Urology	3%	3%
Neutraceuticals	1%	1%
Others	1%	1%
Total	100%	100%

g. Active Pharmaceutical Ingredients (APIs) and Intermediates Business

During the financial year under report, the APIs and Intermediates business recorded sales of '' 884.56 crores as against Rs,748.70 crores in the previous financial year, a growth of 18%. Nearly 77% of the APIs and Intermediates business is from exports.

The Company exports its APIs across the globe. Most of the international customers of the Company are end user formulations manufacturers including several multinational companies.

Your Company is in the process of commercializing several new APIs for the global market.

h. Intellectual Property Protection

i. Internal Control Systems and its adequacy

j. Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

The Company has 13,442 permanent employees (including 549 overseas employees) as on 31^st March, 2019 out of which 6,253 employees are engaged in the marketing and distribution activities.

k. Cautionary Statement

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

SHARE CAPITAL

The Company on 29^th May, 2018 allotted 1,53,000 equity shares of Rs,2/- each fully paid-up at a price of Rs,300/- per share upon conversion of options granted under Ipca Laboratories Ltd. Employees Stock Option Scheme - 2014. With this allotment, the paid-up share capital of the Company has increased to 12,63,52,109 equity shares of Rs,2/- each aggregating to Rs,25.27 crores.

The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS as at the end of the financial year ended 31^st March, 2019.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

The Board of Directors at their meeting held on 29^th May, 2018 have allotted 1,53,000 equity shares of Rs,2/- each fully paid-up at a price of Rs,300/- per share upon conversion of options granted under this ESOS. The Company currently has no outstanding options granted under its ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under report, Company''s wholly owned subsidiary, Ipca Pharmaceuticals Inc., USA acquired 80% share capital of Bayshore Pharmaceuticals LLC, a New Jersey limited liability company (Bayshore), 788 Morris Turnpike, Suite 200, Short Hills, New Jersey, USA for cash @ US $ 10.286 millions.

Bayshore was originally founded in the year 2011 as a sales and marketing company of FDA approved generics drug products in the United States of America. Bayshore is currently engaged in the selling and marketing of its own registered generics drug products as well as the registered generics drug products of other pharmaceutical companies.

The Company will be able to utilize Bayshore''s platform for commercialization of its registered generics drug products in the United States of America.

The Company has also acquired 100% paid-up share capital of Ramdev Chemical Private Limited on 24^th April, 2019 for cash @ Rs,108.50 crores. Consequent to this share acquisition, Ramdev Chemical Pvt. Ltd. has become Company''s wholly owned subsidiary. Ramdev Chemical Pvt. Ltd., a company incorporated in 1999 under the Companies Act, 1956 is engaged in the business of manufacturing and marketing of advanced drug intermediates, fine chemicals, custom synthesis molecules and active pharmaceutical ingredients.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.ipca.com :

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and

b) Audited annual accounts of each of the subsidiary companies.

As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

RESEARCH & DEVELOPMENT (R&D)

The Company has R&D centers at Mumbai, Ratlam, Athal and Ranu duly recognized by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR). These R&D centers are also approved by the prescribed authority under Section 35 (2AB) of the Income Tax Act, 1961 for availing weighted tax benefit on the R&D expenditure.

The R&D expenditure of the Company during the financial year was '' 89.35 crores (2.50% of the turnover) as against Rs,118.10 crores (3.73% of the turnover) in the previous year.

DIVIDEND

Your Directors have not declared any interim equity dividend during the year. Your Directors are now pleased to recommend an equity dividend of Rs,3/- per share (150%) for the financial year under report. The dividend recommended is in line with the Company''s dividend distribution policy which is placed on the Company''s website (www.ipca.com).

The dividend and applicable dividend tax amounting to Rs,45.70 crores, if approved at the ensuing Annual General Meeting, will be appropriated and will be paid out of the profits for the year on or before 30^th August, 2019.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under report, the Company has transferred to the Investor Education and Protection Fund (IEPF) all the unpaid dividend amounts required to be so transferred on or before the due date(s) for such transfer. The Company has also transferred to IEPF, such of the Company''s equity shares in respect of which the dividend declared has not been paid or claimed for seven consecutive years.

The details of the unpaid / unclaimed dividends for the last seven financial years is available on the website of the Company (www. ipca.com).

The Company has appointed the Company Secretary as its nodal officer under the provisions of IEPF.

DIRECTORS

Mr. Prashant Godha and Mr. Premchand Godha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

At the meeting of the Board of Directors of the Company held on 21^st September, 2018, Mr. Pranay Godha was re-appointed as the Executive Director of the Company for a further period of 5 years w.e.f 11^th November, 2018. The necessary resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

At the meeting of the Board of Directors of the Company held on 29^th March, 2019, Mr. Kamal Kishore Seth was appointed as an Additional Director / Independent Director of the Company for a period of 5 years from 29^th March, 2019 till 28^th March, 2024. The necessary special resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

At the meeting of the Board of Directors of the Company held on 29^th May, 2019, Mr. A. K. Jain was re-appointed as the Joint Managing Director of the Company for a further period of 5 years w.e.f 21^st August, 2019. The necessary resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

Dr. Ramakanta Panda stepped down as a Director/Independent Director of the Company with effect from 7^th March, 2019 since he was disqualified to act as a Director under the provisions of Section 164 (2) of the Companies Act, 2013, in view of name of one of the private limited company in which he was a Director has been struck off from the register maintained by the Registrar of Companies. In view of the above, he has ceased to be a Director / Independent Director of the Company with effect from 7^th March, 2019.

The term of appointment of Mr. Babulal Jain as an Independent Director came to an end on 31^st March, 2019. He informed the Company of his inability to continue / be re-appointed as Independent Director / Director of the Company. Accordingly, the Board at its meeting held on 29^th March, 2019 agreed to relieve him as the Director / Independent Director of the Company with effect from 1^st April, 2019. Accordingly, he ceases to be a Director of the Company with effect from the said date.

The Board places on record its appreciation for the services rendered by Mr. Babulal Jain and Dr. Ramakanta Panda during their tenure as Directors on the Board of the Company.

Mr. Anand Kusre, Mr. Dev Parkash Yadava and Dr. (Ms.) Manisha Premnath have been re-appointed as Independent Directors for a second (another) term of five consecutive years pursuant to the special resolutions passed by the members of the Company through Postal Ballot on 27^th March, 2019.

Mr. Anand Kusre, Mr. Dev Parkash Yadava, Dr. (Ms.) Manisha Premnath and Mr. Kamal Kishore Seth, who are independent directors, have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations and there has been no change in the circumstances which may affect their status as independent directors during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Directors retiring by rotation and eligible for re-appointment as well as being appointed is furnished in the Report on Corporate Governance annexed herewith.

KEY MANAGERIAL PERSONNEL

During the financial year under report, the following persons continue to be the Key Managerial Personnel of the Company:

Mr. Premchand Godha - Chairman & Managing Director/CEO

Mr. Ajit Kumar Jain - Joint Managing Director / CFO

Mr. Pranay Godha - Executive Director

Mr. Prashant Godha - Executive Director

Mr. Harish P. Kamath - Corporate Counsel & Company Secretary

There was no change in the Key Managerial Personnel during the financial year.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND OTHER DETAILS

- the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

- the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of appointment as an independent director; and

- the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company''s business.

BOARD EVALUATION

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

The annual evaluation was carried out in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by
1.	Board and individual directors	Board after seeking inputs from all directors
2.	Board Committees	Board seeking inputs from all committee members
3.	Individual Directors	Nomination and Remuneration committee
4.	Non-independent directors, Board as a whole and the Chairman	Separate meeting of independent directors after taking views from executive directors
5.	Board, its Committees and individual Directors	At the board meeting held after the meeting of the independent directors based on evaluation carried out as above.

REMUNERATION POLICY

The objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasizing on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve 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 Remuneration Policy is placed on the Company''s website www.ipca.com.

Information about elements of remuneration package of individual directors is provided in the extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is annexed.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization programs for independent directors are disclosed on the website of the Company www.ipca.com. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2019 and of the profit of the Company for the financial year;

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

v) that your 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

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

CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance. AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. G. M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W) were appointed as the Statutory Auditors at the 67^th Annual General Meeting (AGM) of the Company for a term of 5 (Five) years i.e. till the conclusion of 72^nd AGM and this appointment was ratified by the members of the Company at the 68^th Annual General Meeting of the Company held on Thursday, 9^th August, 2018.

COST AUDIT

The Cost Audit Report for the financial year 2017-18, which was due to be filed with the Ministry of Corporate Affairs by 21^st October, 2018 was filed on 25^th September, 2018.

The Company has maintained the cost accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT

The Secretarial Auditors'' Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities in the field of healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company (http://www.ipca.com/pdf/corporate_policy/Corporate_Social_ Responsibility_Policy.pdf).

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company''s CSR activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

RELATED PARTY TRANSACTIONS

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www.ipca.com/pdf/corporate_policy/ Related_Party_Transactions.pdf).

EMPLOYEES

However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours (11.00 am to 1.00 pm) excluding Saturdays and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is available on the Company''s website www.ipca.com.

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company''s website www.ipca.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Chairman & Managing Director / CEO is given at the end of the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.ipca.com.

PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations,

2015. The same has been placed on the website of the Company www.ipca.com.

CONSTITUTION OF COMMITTEE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

BUSINESS RISK MANAGEMENT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is furnished as Annexure 6 to this report, which is placed on the Company''s website (www.ipca.com) as part of Company''s 2018-19 Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the financial year ended 31^st March, 2019 forms part of this Report. The same is also uploaded on the Company''s website (www.ipca.com) as part of Company''s 2018-19 Annual Report.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. ACKNOWLEDGEMENTS

For and on behalf of the Board

Mumbai Premchand Godha

29^th May, 2019 Chairman & Managing Director

Mar 31, 2018

TO THE MEMBERS

The Directors have pleasure in presenting the 68^th Annual Report and Audited Financial Statements for the year ended 31^st March, 2018.

(Rs. crores)

	For the year ended 31.3.2018	For the year ended 31.3.2017
Sales and other Income	3258.75	3178.87
Profit before finance cost & depreciation	481.18	452.54
Less : Finance cost	24.02	23.34
Depreciation and Amortisation	174.36	171.00
Profit before tax	282.80	258.20
Less : Provision for taxation
Current Tax	60.01	56.95
Short / (Excess) provision of taxes for earlier years	(0.34)	(0.04)
Deferred Tax liability / (asset)	(9.98)	13.00
Net Profit	233.11	188.29

FINANCIAL STATEMENTS

In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated financial statements are provided in the Annual Report.

CREDIT RATING

During the year under report, CARE Ratings has re-affirmed CARE AA; Stable / Care A1 (Double A; Outlook: Stable / A One Plus) ratings to the Companyâs long term / short term bank facilities (fund based / non-fund based) amounting to Rs.1140 crores.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report except allotment of 1,53,000 equity shares of Rs.2/- each fully paid-up @ Rs.300/- per share by the Company on 29^th May, 2018 upon conversion of options granted under Ipca Laboratories Ltd. Employees Stock Option Scheme - 2014.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2018 was Rs.25.24 crores.

The Company on 29^th May, 2018 allotted 1,53,000 equity shares of Rs.2/- each fully paid-up at a price of Rs.300/- per share upon conversion of options granted under Ipca Laboratories Ltd. Employees Stock Option Scheme - 2014. With this allotment, the paid-up share capital of the Company has now increased to 12,63,52,109 equity shares of Rs.2/- each aggregating to Rs.25.27 crores.

Post the allotment, the Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

The Company has a scheme - Ipca Laboratories Ltd. Employees Stock Option Scheme - 2014 (ESOS) approved by the Board of Directors as well as Companyâs shareholders. This ESOS is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. There was no change made in this ESOS Scheme during the financial year under report.

At the meeting of the Board of Directors of the Company held on 25^th April, 2017 and as recommended by the Nomination and Remuneration Committee of the Board, the Company had issued options under the said ESOS to selected permanent employees of the Company including one Wholetime Non-Promoter Director.

Each option granted gave a right but not an obligation to the Option Grantees to apply for 1 equity share of Rs.2/- each fully paid up of the Company at a price of Rs.300/- per share upon completion of 1 year from the date of grant of options.

The Company on 29^th May, 2018 has allotted 1,53,000 equity shares of Rs.2/- each fully paid-up at a price of Rs.300/- per share upon conversion of options granted under this ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under report , the Company acquired 100% share capital of Pisgah Labs Inc. (Pisgah), a North Carolina Corporation, Old Hendersonville Highway, Pisgah Forest, North Carolina, USA through Ipca Pharmaceutical Inc., USA (Companyâs wholly owned subsidiary) and Onyx Scientific Ltd., U.K (Onyx) (Companyâs wholly owned step down subsidiary) for US$ 9.65 millions, free of debt. Pisgah was originally founded in the year 1981 as a contract manufacturer and developer of active pharmaceutical ingredients (APIs) and intermediates.

Pisgah Labs Inc. has been a chemistry solutions provider for over three decades and will continue to operate out of its North Carolina manufacturing facility under the Pisgah trade name. Onyx and Pisgahâs capabilities in chemistry services will dovetail effectively with Companyâs capabilities in supporting Phase II to commercial scale programmes and also enable the Company to manufacture small volume APIs for US market.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.ipca.com.

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and

b) Audited annual accounts of each of the subsidiary companies.

As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

RESEARCH & DEVELOPMENT (R&D)

The R&D expenditure of the Company during the financial year was Rs.118.10 crores (3.73% of the turnover) as against Rs.125.67 crores (4.06% of the turnover) in the previous year.

DIVIDEND

Your Directors had not declared any interim equity dividend during the year. Your directors are now pleased to recommend an equity dividend of Rs.1/- per share (50%) for the financial year under report.

The dividend and the applicable dividend tax, if approved at the ensuing Annual General Meeting, will be appropriated and paid out of the profits for the year.

DIRECTORS

Mr. Ajit Kumar Jain and Mr. Pranay Godha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

At the meeting of the Board of Directors of the Company held on 7^th February, 2018, Mr. Premchand Godha was re-appointed as the Managing Director of the Company for a further period of 5 years w.e.f 1^st April, 2018. The necessary special resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

Mr. Babulal Jain, Mr. Anand Kusre, Mr. Dev Parkash Yadava, Dr. Ramakanta Panda and Dr. (Mrs.) Manisha Premnath, who are independent directors, have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent directors during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required. A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance annexed herewith.

KEY MANAGERIAL PERSONNEL

During the financial year under report, the following persons were the Key Managerial Personnel of the Company:

Mr. Premchand Godha - Chairman & Managing Director/CEO

Mr. Ajit Kumar Jain - Joint Managing Director / CFO

Mr. Pranay Godha - Executive Director

Mr. Prashant Godha - Executive Director

Mr. Harish P. Kamath - Corporate Counsel & Company Secretary

There was no change in the Key Managerial Personnel during the financial year.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directorsâ appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of appointment as an independent director; and

the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Companyâs business.

BOARD EVALUATION

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

The annual evaluation was carried out in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by
1.	Board and individual directors	Board after seeking inputs from all directors
2.	Board Committees	Board seeking inputs from all committee members
3.	Individual Directors	Nomination and Remuneration committee
4.	Non-independent directors, Board as a whole and the Chairman	Separate meeting of independent directors after taking views from executive directors
5.	Board, its Committees and individual Directors	At the board meeting held after the meeting of the independent directors based on evaluation carried out as above.

REMUNERATION POLICY

The objective and broad framework of the Companyâs Remuneration Policy is to consider and determine the remuneration based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve 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 Remuneration Policy is placed on the Companyâs website www.ipca.com.

Information about elements of remuneration package of individual directors is provided in the extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is annexed.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarisation programs for independent directors are disclosed on the website of the Company www.ipca.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2018 and of the profit of the Company for the financial year;

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

v) that your 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

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

CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance which is annexed.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. G. M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W) were appointed as the Statutory Auditors at the 67^th Annual General Meeting (AGM) of the Company for a term of 5 (Five) years i.e. till the conclusion of 72^nd AGM and which appointment was subject to ratification at every AGM and the necessary resolution in this regard is proposed to be passed by the members of the Company at the ensuing Annual General Meeting.

The Auditorsâ Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

The Cost Audit Report for the financial year 2016-17, which was due to be filed with the Ministry of Corporate Affairs by 20^th October, 2017 was filed on 5^th October, 2017.

SECRETARIAL AUDIT

The Secretarial Auditorsâ Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including in the field of healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company (https://www.ipca.com/pdf/corporate_policy/Corporate_ Social_Responsibility_Policy.pdf).

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Companyâs CSR activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of Companyâs business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (https:// www.ipca.com/pdf/corporate_policy/ Related_Party_Transactions.pdf).

EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules is furnished under Annexure 4 to this report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the information under explanation (2) to the above Rule is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours excluding Saturdays and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is available on the Companyâs website www.ipca.com.

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Companyâs website www.ipca.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Chairman & Managing Director / CEO is given at the end of the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.ipca.com.

PREVENTION OF INSIDER TRADING

The Board at its meeting held on 30^th May 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.ipca.com.

BUSINESS RISK MANAGEMENT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

EXTRACT OF ANNUAL RETURN

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the financial year ended 31^st March, 2018 forms part of this Report. The same is also uploaded on the Companyâs website www.ipca.com.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by the bankers and financial institutions. Your Directors also thank the medical profession, the trade and consumers for their patronage of the Companyâs products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai Premchand Godha

29^th May, 2018 Chairman & Managing Director

Mar 31, 2017

TO THE MEMBERS

The Directors have pleasure in presenting the 67^th Annual Report and Audited Financial Statements for the year ended 31^st March, 2017.

	(Rs, crores)
	For the year ended 31.3.2017	For the year ended 31.3.2016
Total Income	3178.87	2870.73
Profit before finance cost & depreciation	452.54	301.28
Less : Finance cost	23.34	28.60
Depreciation and Amortization	171.00	161.23
Profit before tax	258.20	111.45
Less : Provision for taxation
Current Tax	56.95	21.64
Deferred Tax	13.00	(2.71)
Short / Excess provision of earlier years	(0.04)	-
Net Profit	188.29	92.52

FINANCIAL STATEMENTS

In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated financial statements are provided in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The global pharmaceutical market is now estimated to be just over US $ 1.1 trillion and is expected to grow at a CAGR of about 5% over next few years to reach US$ 1.5 trillion by 2021. A move to value based outcomes in drug research, increased penetration of specialty drugs, greater patient access to medicines and continued rise of emerging markets will be primary drivers behind increase in global medicine spending through 2021.

b) Outlook, Risks and Concerns

Although economic woes of certain regions are impending the pharma sales growth, long term outlook for the pharmaceutical industry remains positive. The pharma industry growth will be driven mainly by population growth, ageing population and increased healthcare spending in pharmerging countries. It is expected that new drug launches will reach a historically high level in the next few years with launches of new medicines that will address a wide range of disease areas including cancer, auto immune, metabolic and nervous system disorders. Biotech drugs have also steadily carved a niche for themselves, though they can be prohibitively expensive for many countries healthcare systems. However, the expanding development of biosimilars is expected to address some of the cost burden.

The Indian pharmaceutical market is the third largest in terms of volume and thirteenth largest in terms of value. India is the largest provider of generic drugs globally with the Indian generics accounting for 20 percent of global exports in terms of volume. The Indian pharma industry is expected to outperform the global pharma industry in growth and reach to a size of about US$ 60 billion by 2021.

India enjoys an important position in the global pharmaceuticals sector. Indian pharmaceutical exports have significantly increased from US$ 2 billion in 2006 to about US$ 15 billion in 2016. USA with about 30% is India''s largest pharma export destination followed by European Union. It is estimated that 40% of the generics drugs sold in the USA are manufactured in India. Indian pharmaceutical manufacturing facilities registered with US FDA at 500 plus is also highest for any country outside USA. The country also has a large pool of scientists and engineers who have the potential to steer this industry ahead to an even higher level.

Indian pharma companies are focusing on global generic and API business, R&D activities, contract research and manufacturing alliances. India is also fast emerging as a preferred pharmaceuticals manufacturing location. Increasing use of pharmaceutical generics in developed markets to reduce healthcare cost will provide attractive growth opportunities to generics manufacturers and thus Indian pharmaceutical industry is poised for an accelerated growth in the coming years.

During the year under report, there was no change in the nature of Company''s business.

c) Financial Performance and Operations Review

During the financial year under report, the Company registered a total income of Rs, 3178.87 crores as against Rs, 2870.73 crores in the previous year, a growth of 11%.

The ongoing US FDA regulatory issues adversely impacted the Company''s business. The Company''s generic formulations business in the European market also suffered due to Brexit and resultant significant currency fluctuations.

The Company has implemented comprehensive remedial measures at all its manufacturing sites to ensure quality and regulatory compliances. These remedial measures included review of all processes and procedures, revamping of training system, recruitment of senior quality personnel as well as automation of quality control laboratories. Your Company is committed in resolving the regulatory challenges faced at the earliest. The Company is also committed to its philosophy of highest quality in manufacturing, operations, systems, integrity and cGMP culture. Your management is confident that implementation of remedial measures will ensure that the Company will regain all its regulatory approvals in due course of time.

During the financial year under report, the Earnings before interest and depreciation amounted to Rs, 452.54 crores as against Rs, 301.28 crores in the previous financial year. The operations have resulted in a net profit of Rs, 188.29 crores during the financial year under report as against Rs, 92.52 crores in the previous financial year, a growth of 104%.

Break-up of Sales					(Rs, Crores)
	2016-17				2015-16
	Domestic	Exports	Total	Growth	Domestic	Exports	Total	Growth
Formulations	1388.55	995.89	2384.44	11%	1222.15	923.51	2145.66	-10%
APIs & Intermediates	144.41	565.85	710.26	8%	151.79	506.34	658.13	-7%
Total Sales	1532.96	1561.74	3094.70	10%	1373.94	1429.85	2803.79	-9%
Growth	12%	9%	10%		3%	-18%	-9%

d) International Business

The products of the Company are now exported to nearly 120 countries across the globe. During the financial year under report, the international business amounted to Rs, 1561.74 crores as against Rs, 1429.85 crores in the previous year, a growth of 9%. Formulation exports of the Company increased by 8% to Rs, 995.89 crores and exports of APIs and Drug Intermediates increased by 12% to Rs, 565.85 crores.

Continent-wise Exports					(Rs, Crores)
	2016-17				2015-16
Continent	Formulations	APIs and Intermediates	Total	% to exports	Formulations	APIs and Intermediates	Total	% to exports
Europe	381.25	221.92	603.17	39%	373.50	174.77	548.27	38%
Africa	239.92	22.45	262.37	17%	198.82	20.10	218.92	15%
Americas	107.26	136.48	243.74	16%	113.30	151.96	265.26	19%
Asia	70.78	171.22	242.00	15%	55.87	148.03	203.90	14%
CIS	100.57	9.08	109.65	7%	94.45	6.63	101.08	7%
Australasia	96.11	4.70	100.81	6%	87.57	4.85	92.42	7%
Total	995.89	565.85	1561.74	100%	923.51	506.34	1429.85	100%

Formulation Exports - Therapeutic Contribution
Therapeutic Group	2016-17	2015-16
Cardiovascular & Anti-diabetics	32%	31%
Non steroidal Anti-inflammatory drugs (NSAID)	23%	25%
Anti-malarial	16%	17%
Anti-bacterials	13%	12%
Central Nervous System (CNS) products	5%	5%
Anthelmintics	6%	3%
Gastro Intestinal (G.I) products	2%	3%

Formulation Exports - Therapeutic Contribution
Therapeutic Group	2016-17	2015-16
Cough Preparations	1%	2%
Others	2%	2%
Total	100%	100%

Europe

Inspite of Brexit and resultant currency fluctuations in the European market, the Company achieved European export sales of Rs, 603.17 crores during the financial year under report as against sales of Rs, 548.27 crores in the previous year, a growth of 10% from this continent.

The Company has developed and submitted 62 generic formulation dossiers for registration in Europe out of which 61 dossiers are registered. The Company has also obtained certificate of suitability (COS) of 48 APIs from European Directorate for Quality Medicines.

Africa

The Company achieved export sales of Rs, 262.37 crores to Africa during the financial year under report as against Rs, 218.92 crores in the previous year, a growth of 20%.

The Company exports branded and generic formulations as well as APIs to many African countries. The Company markets branded formulations in countries like Uganda, Ghana, Ivory Coast, Burkina Faso, Sudan, Tanzania, Kenya, Ethiopia and Nigeria through dedicated field force. The Company also supplies generics formulations to South Africa.

The Company is expanding its branded formulations business in this continent through expansion of geographical coverage and increase in the number of branded formulations marketed. The Company is also continuously filing new formulation dossiers for registration in the African countries.

The Company has filed 62 dossiers of generic formulations for registration in South Africa out of which 42 dossiers are registered till date.

Americas

The Company exports its APIs to USA, Canada, Brazil, Mexico and generic formulations to USA, Canada and branded formulations to Panama, West Indies, Peru and Colombia in this sub-continent.

The Company achieved sales of Rs, 243.74 crores in this continent as against Rs, 265.26 crores in the previous year. As reported earlier, the US formulations and APIs business was impacted due to ongoing US FDA import alert for three of the Company''s manufacturing facilities.

The Company has signed agreements with marketing partners for sale / distribution of generic formulations on a profit sharing arrangement in the US market. 44 ANDA applications of generic formulations developed by the Company are filed with US FDA out of which 18 ANDA applications are granted till date. 54 DMFs of the Company are also currently filed with US FDA.

Asia

The Asian business (excluding India) recorded sales of Rs, 242.00 crores as against Rs, 203.90 crores in the previous year, a growth of 19%. The Company exports formulations as well as APIs to several Asian countries. In countries like Nepal, Srilanka, Myanmar, Philippines and Vietnam, the Company markets its branded formulations through dedicated field force.

Confederation of Independent States (CIS)

The Company''s CIS business recorded sales of Rs, 109.65 crores as against Rs, 101.08 crores in the previous year, a growth of 8%. Most of the business is from branded formulation sales in Russia, Ukraine, Kazakhstan and Belarus. The Company''s branded formulations are marketed in this continent by its own field force appointed through its non-trading offices.

Australasia

The Company exports APIs to Australia and formulations to Australia and New Zealand in this sub-continent. The business from this continent was Rs, 100.81 crores during the financial year under report as against Rs, 92.42 crores in the previous year, a growth of 9%.

The steep depreciation of Australian and New Zealand dollars impacted the business growth of the Company in this market during the financial year under report.

The Company has developed and submitted 68 generic formulation dossiers for registration in this market out of which 61 dossiers are registered.

e) Domestic Formulations Business

The Company''s formulations business in India now comprises of 13 marketing divisions focusing on key therapeutic segments. During the financial year under report, the domestic formulations business recorded a growth of 14% at Rs, 1388.55 crores as against Rs, 1222.15 crores in the previous year.

Domestic Branded Formulations - Therapeutic Contribution
Therapeutic segment	2016-17	2015-16
Therapeutic segment	% to sales	% to sales
Non steroidal anti-inflammatory drugs (NSAID)	41%	39%
Cardiovasculars & Anti-diabetics	21%	23%
Anti-malarials	12%	12%
Anti-bacterials	6%	6%
Gastro Intestinal (G I) products	4%	5%
Cough Preparations	5%	4%
Dermatology	4%	4%
Neuro Psychiatry	3%	3%
Urology	2%	2%
Neutraceuticals	1%	1%
Others	1%	1%
Total	100%	100%

f) Active Pharmaceutical Ingredients (APIs) and Intermediates Business

During the financial year under report, the APIs and Intermediates business recorded sales of Rs, 710.26 crores as against Rs, 658.13 crores in the previous financial year, a growth of 8%. Nearly 80% of the APIs and Intermediates business is from exports.

The Company exports its APIs across the globe. Most of the international customers of the Company are end user formulations manufacturers including several multinational companies.

Your Company is in the process of commercializing several new APIs for the global market.

g) Intellectual Property Protection

h) Manufacturing Facilities

The Company''s new formulations manufacturing unit at Melli Jorethang Road, Gom Block, Bharikhola, South District, Sikkim (Unit II) commenced manufacturing operations during the financial year.

i) Internal Control Systems and its adequacy

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

The Company has 13,303 permanent employees as on 31^st March, 2017 out of which 5856 employees are engaged in the marketing and distribution activities.

k) Cautionary Statement

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities laws and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company''s operations include competition, price realization, currency fluctuations, regulatory issues, changes in government policies and regulations, tax regimes, economic development within India and the countries in which the Company conducts business and other incidental factors.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2017 is Rs, 25.24 crores. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS as at the end of the financial year ended 31^st March, 2017.

The Company has issued 1,65,000 options under Ipca Laboratories Ltd. Employees Stock Option Scheme - 2014 to selected permanent Employees of the Company including one Whole time Non-Promoter Director on 25^th April, 2017.

Each option granted gives a right but not an obligation to the Option Grantee to apply for 1 equity share of Rs, 2/- each fully paid up of the Company at a price of Rs, 300/- per share upon completion of 1 year from the date of grant of options.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.ipca.com:

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and

b) Audited annual accounts of each of the subsidiary companies.

As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached. RESEARCH & DEVELOPMENT (R&D)

The R&D expenditure of the Company during the financial year was Rs, 125.67 crores (4.06% of the turnover) as against Rs, 137.67 crores (4.91% of the turnover) in the previous year.

DIVIDEND

Your Directors had not declared any interim equity dividend during the year. Your directors are now pleased to recommend a equity dividend of Rs, 1/- per share (50%) for the financial year under report. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs, 12.62 crores and dividend tax amounting to Rs, 2.57 crores, if approved at the ensuing Annual General Meeting, will be appropriated and paid out of the profits for the year.

DIRECTORS

Mr. Prashant Godha and Mr. Premchand Godha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

During the year under report, the following persons were Key Managerial Personnel of the Company:

Mr. Premchand Godha - Chairman & Managing Director/CEO

Mr. Ajit Kumar Jain - Joint Managing Director / CFO

Mr. Pranay Godha - Executive Director

Mr. Prashant Godha - Executive Director

Mr. Harish P. Kamath - Corporate Counsel & Company Secretary

There was no change in the Key Managerial Personnel during the financial year.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and

BOARD EVALUATION

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

The annual evaluation was carried out in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by
1.	Board and individual directors	Board after seeking inputs from all directors
2.	Board Committees	Board seeking inputs from all committee members
3.	Individual Directors	Nomination and Remuneration committee
4.	Non-independent directors, Board as a whole and the Chairman	Separate meeting of independent directors after taking views from executive directors
5.	Board, its Committees and individual Directors	At the board meeting based on evaluation carried out as above.

REMUNERATION POLICY

The objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasizing on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve 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 Remuneration Policy is placed on the Company''s website www.ipca.com.

Information about elements of remuneration package of individual directors is provided in the extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is annexed.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program for independent directors is disclosed on the website of the Company www.ipca.com. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2017 and of the profit of the Company for the financial year;

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

v) that your 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

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

CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from a Practicing Company Secretary, forms part of this report.

FIXED DEPOSITS

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance. AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. Natvarlal Vepari & Co., Chartered Accountants (Firm Registration No. 106971W), retire as auditors of the Company under the provisions of Section 139 of the Companies Act, 2013. They are not eligible for re-appointment as the auditors of the Company under the provisions of Section 139 (2) of the Companies Act, 2013. The Board places on record its appreciation for the services rendered by M/s. Natvarlal Vepari & Co., Chartered Accountants as the Statutory Auditors of the Company for all these years.

In their place, it is proposed by the Company to appoint M/s. G.M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W) as the Statutory Auditors of the Company for a period of 5 years till the conclusion of the Company''s 72^nd Annual General Meeting and the necessary resolution in this regard is proposed to be passed by the members of the Company at the ensuing Annual General Meeting.

COST AUDIT

The Cost Audit Report for the financial year 2015-16, which was due to be filed with the Ministry of Corporate Affairs by 26^th October, 2016 was filed on 25^th October, 2016.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records maintained by the Company for the financial year 2016-17.

The Secretarial Auditors'' Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company (http://www.ipca.com/pdf/corporate_policy/Corporate_Social_ Responsibility_Policy.pdf).

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company''s CSR activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of Company''s business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www.ipca.com/pdf/corporate_policy/ Related_Party_Transactions.pdf).

Related party transactions under Accounting Standard - IND AS24 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 3 to this report.

EMPLOYEES

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company''s website www.ipca.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Chairman & Managing Director / CEO is given at the end of the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

PREVENTION OF INSIDER TRADING

All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

BUSINESS RISK MANAGEMENT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

EXTRACT OF ANNUAL RETURN

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the financial year ended 31^st March, 2017 forms part of this Report. The same is also uploaded on the Company''s website www.ipca.com.

ACKNOWLEDGEMENTS

For and on behalf of the Board

Mumbai Premchand Godha

28^th May, 2017 Chairman & Managing Director

Mar 31, 2016

The Directors have pleasure in presenting the 66th Annual Report and Audited Financial Statements for the year ended 31st March, 2016.

(Rs, crores)

For the year ended For the year ended

31.3.2016 31.3.2015

Sales and other Income (net of Excise duty) 2838.92 3120.40

Profit before finance cost, depreciation & Foreign Exchange (Gain) / Loss 347.13 556.27

Less: Finance cost 29.67 25.62

Depreciation and Amortisation 169.72 177.17

Foreign Exchange (Gain)/Loss 39.22 (4.25)

Profit before tax 108.52 357.73

Less: Provision for taxation

Current Tax 22.00 74.50

Deferred Tax (4.93) 27.12

Net Profit 91.45 256.11

YOUR DIRECTORS RECOMMENDTHE FOLLOWING APPROPRIATIONS

Surplus in Profit & Loss Account as per last Balance Sheet 825.90 627.48

Net Profit for the year 91.45 256.11

Less:

Transfer to General Reserve - 42.50 Proposed dividend - 12.62

Tax on Proposed Dividend - 2.57

Balance as at year end 917.35 825.90

TRANSFERTO RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation and the entire amount of Rs, 917.35 crores available for appropriation is proposed to be retained in the statement of profit and loss.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21,the audited consolidated financial statements are provided in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The global pharmaceutical market is now estimated to be US $ 1.1 trillion and is expected to grow at a CAGRof about 5% over next few years. A move to value based outcomes in drug research, increased penetration of specialty drugs, greater patient access to medicines and continued rise of emerging markets will be primary drivers behind increase in global medicine spending through 2020.

Thanks to advances in science and technology, the research based pharmaceutical industry is entering an exciting new era in medicine development. The research methods are evolving and the innovative pharmaceutical industry aims to turn fundamental research into innovative treatments that are widely available and accessible to patients.

b) Outlook, Risks and Concerns

The outlook for the pharmaceuticals industry remains positive. The pharma industry growth will be driven mainly by population growth, ageing population and increased healthcare spending in pharmerging countries.

Though in the world pharmaceutical market, India is ranked 3rd in volume terms, it has a negligible 1.4% share by value terms. Branded generics constitute 70% of Indian domestic pharmaceutical market. Indian pharmaceutical market is considered to be highly fragmented and consolidation has become an important feature of this industry. Indian pharma industry is today diversified into various spheres of pharma activities including manufacturing of branded and generics formulations and APIs, Research & Development, clinical research and laboratory testing.

Indian pharmaceuticals exports have significantly increased from US$ 2 billion in 2006 to about US$ 14 billion in 2015. USA with 28% is India''s largest pharma export destination followed by European Union. It is estimated that 40% of the generics drugs sold in the USA are manufactured in India. Indian pharmaceuticals manufacturing facilities registered with US FDA at 500 plus is also highest for any country outside USA.

Indian companies are focusing on global generic and API business, R&D activities and contract research and manufacturing alliances. India is also fast emerging as a preferred pharmaceuticals manufacturing location.

Increasing use of pharmaceutical generics in developed markets to reduce healthcare cost will provide attractive growth opportunities to generics manufacturers and thus Indian pharmaceutical industry is poised for an accelerated growth in the coming years.

However, poor public healthcare funding and infrastructure, low per capita consumption of medicines in developing and under developed countries including India, currency fluctuations, regulatory issues, government mandated price controls, inflation and resultant all round increase in input costs are few causes of concern.

During the year under report, there was no change in the nature of Company''s business.

c) Financial Performance and Operations Review

During the financial year under report, the Company registered a total income of Rs, 2838.92 crores as againstRs, 3120.40 crores in the previous year, a degrowth of 9%.

The ongoing US FDA regulatory issues adversely impacted the Company''s business. The Company''s branded formulations business in the emerging markets also suffered due to significant currency fluctuations.

The Company is in the process of implementing comprehensive remedial measures at all its manufacturing sites to ensure quality and regulatory compliances. These remedial measures included review of all processes and procedures, revamping of training system, recruitment of senior quality personnel as well as automation of quality control laboratories. Your Company is committed in resolving the regulatory challenges faced at the earliest. The Company is also committed to its philosophy of highest quality in manufacturing, operations, systems, integrity and cGMP culture. Your management is confident that implementation of remedial measures will ensure that the Company will regain all its regulatory approvals in due course of time.

During the financial year under report, the Earnings before interest, depreciation and foreign exchange loss amounted to Rs, 347.13 crores as against Rs, 556.27 crores in the previous financial year. The operations have resulted in a net profit of Rs, 91.45 crores during the financial year under report as against Rs, 256.11 crores in the previous financial year, a de-growth of 64%. The reduction in the net profit is mainly on account of lower sales due to regulatory issues in North America, lower institutional business and also lower branded formulations business in the emerging markets due to significant currency fluctuations.

Break up of sales (Rs.Cros) (net of excise duty& sales tax)

2015-16

Domestic Exports Total Growth

Formulations 1206.70 922.05 2128.75 -10%

APIs & Intermediates 140.66 506.67 647.33 -6%

Net Total Sales 1347.36 1428.72 2776.08 -9%

Growth 3% -18% -9% -

Break up of Sales 2014-15

Domestic Exports Total Growth

Formulations 1128.73 1239.21 2367.94 -3%

APIs & Intermediates 178.32 513.65 691.97 -10%

Net Total Sales 1307.05 1752.86 3059.91 -4%

Growth 15% -15% -4%

d) International Business

The products of the Company are now exported to nearly 120 countries across the globe. During the financial year under report, the international business amounted to Rs, 1428.72 crores as against Rs, 1752.86 crores in the previous year. Formulation exports of the Company decreased by 26% toRs, 922.05 crores and exports of APIs and Drug Intermediates decreased by 1% toRs, 506.67 crores.

(Rs.Crores)

2015-16

Continent wise Formulations APIsand Total % to exports exports Intermediates

Europe 373.50 175.10 548.60 38%

Africa 198.82 20.10 218.92 15%

Americas 113.30 151.96 265.26 19%

Asia 55.87 148.03 203.90 14%

CIS 92.99 6.63 99.62 7%

Australasia 87.57 4.85 92.42 7%

Total 922.05 506.67 1428.72 100%

Continent-wise Exports 2014-15

Formulation APIS And Total % to Intermediates exports

Europe 469.32 175.70 645.02 37%

Africa 32899 20.00 348.99 20%

Americas 154.60 149.77 304.37 17%

Asia 56.98 157.36 214.34 12%

CIS 146.59 7.18 153.77 9%

Australasia 82,73 3.64 86.37 5%

Total 1239.21 513.65 1752.86 100%

Therapeutic Group 2015-16 2014-15

Cardiovascular & Anti-diabetics 31% 30%

No steroidal Anti-inflammatory drugs (NSAID) 25% 21%

Anti-malaria''s 17% 24%

Anti-bacterial 12% 11%

Central Nervous System (CNS) products 5% 3%

Anthelmintics 3% 5%

Gastrointestinal (G.I) products 3% 2%

Cough Preparations 2% 2%

Others 2% 2%

TOTAL 100% 100

Domestic Branded Formulation

Europe

The Company achieved European export sales of Rs, 548.60 crores during the financial year under report as against sales of Rs, 645.02 crores in the previous year, a de-growth of 15% from this continent.

The Company has developed and submitted 61 generic formulation dossiers for registration in Europe out of which 59 dossiers are registered. The Company has also obtained certificate of suitability (COS) of 44 APIs from European Directorate for Quality Medicines.

Africa

The Company achieved export sales of Rs, 218.92 crores to Africa during the financial year under report as againstRs, 348.99 crores in the previous year.

The Company exports branded and generic formulations as well as APIs to many African countries. The Company markets branded formulations in countries like Uganda, Ghana, Ivory Coast, Burkina Faso, Sudan, Tanzania, Kenya, Ethiopia and Nigeria through dedicated field force.The Company also supplies generics formulations to South Africa.

The Company is expanding its branded formulations business in this continent through expansion of geographical coverage and increase in the number of branded formulations marketed. The Company is also continuously filing new formulation dossiers for registration in the African countries.

The reduction in sales from this continent is mainly on account of reduced institutional anti-malarial formulations business and lower branded formulations business due to currency fluctuations mainly in the West African markets.

Americas

The Company exports its APIs to USA, Canada, Brazil, Mexico and generic formulations to USA, Canada and branded formulations to Panama, West Indies, Peru and Colombia in this sub-continent.

The Company achieved sales of Rs, 265.26 crores in this continent as against Rs, 304.37 crores in the previous year. As reported earlier, the US formulations and APIs business was impacted due to US FDA import alert for three of the Company''s manufacturing facilities.

The Company has signed agreements with marketing partners for sale / distribution of generic formulations on a profit sharing arrangement in the US market. 42 ANDA applications of generic formulations developed by the Company are filed with US FDA out of which 18 ANDA applications are granted till date. 47 DMFs of the Company are also currently filed with US FDA.

Asia

The Asian business (excluding India) recorded sales of Rs, 203.90 crores as against Rs, 214.34 crores in the previous year. The Company exports formulations as well as APIs to several Asian countries. In countries like Nepal, Srilanka, Myanmar, Philippines and Vietnam, the Company markets its branded formulations through dedicated field force.

Confederation of Independent States (CIS)

The Company''s CIS business recorded sales ofRs, 99.62 crores as againstRs, 153.77 crores in the previous year. Most of the business is from branded formulation sales in Russia, Ukraine, Kazakhstan and Belarus. The Company''s branded formulations are marketed in this continent by its own field force appointed through its non-trading offices.

During the financial year, the Company''s business was impacted in the CIS market due to significant currency fluctuations.

Australasia

The Company exports APIs to Australia and formulations to Australia and New Zealand in this sub-continent. The business from this continent was Rs, 92.42 crores during the financial year under report as against Rs, 86.37 crores in the previous year, a growth of 7%.

The steep depreciation of Australian and New Zealand dollars impacted the business growth of the Company in this market during the financial year under report.

The Company has developed and submitted 67 generic formulation dossiers for registration in this market out of which 57 dossiers are registered.

e) Domestic Formulations Business

The Company''s formulations business in India now comprises of 13 marketing divisions focusing on key therapeutic segments.

During the financial year under report, the domestic formulations business recorded a growth of 7% at Rs, 1206.70 crores as against Rs, 1128.73 crores in the previous year.

The lower growth in the domestic formulations business is mainly on account of reduced anti-malarial formulations business. The Government notification banning marketing of few fixed dose combinations also impacted this business in the month of March, 2016.

2015-16 2014-15

Therapeutic segment % to sales % to Sales Non steroidal anti-inflammatory drugs 39% 36% (NSAID)

Cardiovascular & Anti-diabetics 23% 23%

Anti-malarials 12% 14%

Anti-bacterials 6% 7%

Gastro Intestinal (G I) products 5% 5%

Cough Preparations 4% 4%

Dermatology 4% 4%

Neuro Psychiatry 3% 3%

Urology 2% 2%

Neutraceuticals 1% 1%

Others 1% 1%

Total 100% 100%

f) Active Pharmaceutical Ingredients (APIs) and Intermediates Business During the financial year under report, the APIs and Intermediates business recorded sales ofRs, 647.33 crores as againstRs, 691.97 crores in the previous financial year. Nearly 78% of the APIs and Intermediates business is from exports.

The Company exports its APIs across the globe. Most of the international customers of the Company are end user formulations manufacturers including several multinational companies.

Your Company is in the process of commercializing several new APIs for the global market.

g) Intellectual Property Protection

The Company has created intellectual property management group within the Research and Development centers to deal with management and protection of intellectual property. The Company has filed many patent applications till date in India, USA and other countries. These applications relate to novel and innovative manufacturing processes for the manufacture of APIs and pharmaceutical formulations.

h) Manufacturing Facilities

The green field API manufacturing facility of the Company at Village Ranu, Tehsil Padra, District - Vadodara (Gujarat) commenced manufacturing operations during the financial year under report. This manufacturing unit is currently in the process of developing/scaling-up APIs for commercialization.

i) Internal Control Systems and its adequacy

The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorisation and approval procedures. The Company has an internal audit department which carries out audits throughout the year. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

j) Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

During the year under review, various training and development workshops were conducted to improve the competency level of employees with an objective to improve the operational performance of individuals. The Company has built a competent team to handle challenging assignments. The Company strives to enhance the technical, work related and general skills of employees through dedicated training programs on a continuous basis.

The Company has 13132 permanent employees as on 31st March, 2016 out of which 6050 employees are engaged in the marketing and distribution activities.

k) Cautionary Statement

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities law and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company''s operations include competition, price realisation, currency fluctuations, regulatory issues, changes in government policies and regulations, tax regimes, economic development within India and the countries in which the Company conducts business and other incidental factors.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31st March, 2016 is Rs, 25.24 crores. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under report, the wholly owned subsidiary companies Ipca Pharmaceuticals (Shanghai) Ltd. incorporated in the People''s Republic of China and National Druggists Pty Ltd. incorporated in the Republic of South Africa were voluntarily closed down. Onyx Research Chemicals Limited, U.K. merged with its holding company Ipca Laboratories (UK) Ltd. Consequent to this, Onyx Scientific Ltd. has now become wholly owned subsidiary of Ipca Laboratories (U.K.) Ltd. which in turn is the wholly owned subsidiary of the Company.

There has been no material change in the nature of the business of the subsidiaries. The Company has no subsidiary which can be considered as material within the meaning of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.ipca.com:

a) Annual Report of the Company containing therein its standalone and the consolidated financial statements; and

b) Audited annual accounts of each of the subsidiary companies.

As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

RESEARCH & DEVELOPMENT (R&D)

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. In the recent years, the Company has stepped-up investments in R&D to keep pace with the changing domestic and global scenario.

The Company has R&D centres at Mumbai, Ratlam,Athal and Ranu duly recognized by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR). These R&D centres are also approved by the prescribed authority under Section 35 (2AB) of the Income Tax Act, 1961 for availing weighted tax benefit on the R&D expenditure.

The R&D expenditure of the Company during the financial year wasRs, 137.67 crores (4.97% of the turnover) as againstRs, 157.19crores (5.16% of the turnover) in the previous year.

With qualified and experienced research scientists and engineers manning the research and development activities, the Company has focused its thrust on new and innovative process and product development for the manufacture of APIs with non-infringing processes. Apart from development of new dosage forms and drug delivery systems, improvement in processes and yield as well as cost reduction are also focus areas.

DIVIDEND

In order to conserve the resources and also having regard to the much lower net profit earned, the Board of Directors do not recommend any dividend for the financial year under report.

DIRECTORS

Mr. A. K. Jain and Mr. Pranay Godha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. Prashant Godha is being re-appointed as the Executive Director of the Company for a further period of 5 years with effect from 16th August, 2016 and the necessary resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

Mr. Babulal Jain, Mr. Anand Kusre, Mr. Dev Parkash Yadava, Dr. Ramakanta Panda and Dr. (Mrs.) Manisha Premnath, who are independent directors, have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent directors during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the year under report, the following persons were Key Managerial Personnel of the Company:

Mr. Premchand Godha - Chairman & Managing Director/CEO

Mr. Ajit Kumar Jain - JointManaging Director/CFO

Mr. Pranay Godha - Executive Director

Mr. Prashant God - Executive Director

Mr. Harish P. Kamath - Corporate Counsel & Company Secretary

There was no change in the Key Managerial Personnel during the financial year.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors ''appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company''s business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

The annual evaluation was carried out in the following manner:

Sr. No. Performance evaluation of Performance evaluation performed by

1. Board and individual directors Board after seeking inputs from all directors

2. Board Committees Board seeking inputs from all committee members

3. Individual Directors Nomination and Remuneration committee

4. Non-independent directors, Board as a whole and the Separate meeting of independent directors after taking views Chairman from executive directors

5. Board, its Committees and individual Directors At the board meeting held after the meeting of the independent directors based on evaluation carried out as above.

REMUNERATION POLICY

The objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve 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 Remuneration Policy is placed on the Company''s website www.ipca.com.

Information about elements of remuneration package of individual directors is provided in the extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is enclosed.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarisation program for independent directors is disclosed on the website of the Company www.ipca.com.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

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

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

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

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

v) that your 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

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

CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

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

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s Natvarlal Vepari & Co. (Firm Registration No. 106971W), Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment. Under the provisions of Section 139 of the Companies Act, 2013, they are eligible to be appointed as the Statutory Auditors of the Company only till the conclusion of the Annual General Meeting scheduled to be held in the year 2017.

The Auditors'' Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. ABK & Associates, Cost Accountants (Firm Registration No. 000036) were appointed as the Cost Auditors to conduct audit of cost records of the Company for the financial year 2015-16.

The Cost Audit Report for the financial year 2014-15, which was due to be filed with the Ministry of Corporate Affairs by 27th October, 2015 was filed on 16th October, 2015.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records maintained by the Company for the financial year 2015-16.

The Secretarial Auditors ''Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company (http://www.ipca.com/pdf/corporate_policy/Corporate_Social_ Responsibility_Policy.pdf).

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company''s CSR activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety, environment and health.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of Company''s business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www.ipca.com/pdf/corporate_policy/Related_Party_ Transactions.pdf).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard -AS18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 3 to this report.

EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said Rules is furnished under Annexure 4 to this report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours excluding Saturdays and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is available on the Company''s website www.ipca.com.

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company''s website www.ipca.com.The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Chairman & Managing Director / CEO is given at the end of the Corporate Governance Report.

WHISTLE BLOWER POLICY /VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.ipca.com.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

The Board at its meeting held on 30th May 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed onthewebsiteoftheCompanywww.ipca.com.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 5 to this report.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is furnished as Annexure 6 to this report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the financial year ended 31st March, 2016 forms part of this Report. The same is also uploaded on the Company''s website www.ipca.com.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by the bankers and financial institutions. Your Directors also thank the medical profession, the trade and consumers for their patronage of the Company''s products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai

Premchand Godh

30th May, 2016 Chairman & Managing Director

Mar 31, 2015

TO THE MEMBERS

The Directors have pleasure in presenting the 65th Annual Report and Audited Financial Statements for the year ended 31st March, 2015.

(Rs. crores) For the year ended For the year ended 31.3.2015 31.3.2014

Sales and other Income (net of Excise duty) 3120.91 3256.25

Profit before financial cost, depreciation & Foreign Exchange translations (Gain) / Loss 556.27 826.66

Less : Finance cost 25.62 24.58

Depreciation and Amortisation 177.17 100.89

(Gain) / Loss on foreign exchange translations/transactions (4.25) 72.10

Profit before tax 357.73 629.09

Less : Provision for taxation

Current Tax 74.50 135.00

Deferred Tax 27.12 16.72

Net Profit 256.11 477.37

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Surplus in Profit & Loss Account as per last Balance Sheet 627.48 373.93

Net Profit for the year 256.11 477.37

Less:

Transfer to General Reserve 42.50 150.00

Interim dividend - 31.55

Tax on Interim dividend - 5.36

Proposed dividend / final dividend 12.62 31.55

Tax on Proposed Dividend 2.57 5.36

Balance as at year end 825.90 627.48

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 42.50 crores to the general reserve out of the amount available for appropriation and an amount of Rs. 825.90 crores is proposed to be retained in the statement of profit and loss.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the audited consolidated financial statements are provided in the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report. SHARE CAPITAL

The paid-up equity share capital of the Company as at 31st March, 2015 is Rs. 25.24 crores. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year under report, M/s. Krebs Biochemicals and Industries Ltd. became an associate company. No other company has become / ceased to be subsidiary or joint venture or associate company during the financial year.

During the year, as a part of group re-construction, Ipca Laboratories (UK) Ltd. acquired the entire issued share capital of Onyx Scientific Ltd., UK from its wholly owned subsidiary Onyx Research Chemicals Ltd., U.K. on 25th March, 2015 in lieu of capital dividend declared by the said company. Consequent to this, Onyx Scientific Ltd., UK has become wholly owned subsidiary of Ipca Laboratories (UK) Ltd. from the said date. From the said date, Onyx Research Chemicals Ltd. UK has ceased to trade and is in the process of being dissolved.

The wholly owned subsidiary company, Ipca Pharmaceuticals (Shanghai) Ltd., incorporated in the Peoples Republic of China, is in the process of being voluntarily closed down.

There has been no material change in the nature of the business of the subsidiaries. The Company has no subsidiary which can be considered as material within the meaning of Clause 49 (V) (E) of Listing Agreement.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the following have been placed on the website of the Company www.ipca.com:

a) Annual Report of the Company, containing therein its standalone and the consolidated financial statements; and

b) audited annual accounts of each of the subsidiary companies.

As required, the financial data of the subsidiaries, joint venture and associate companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company are attached.

RESEARCH & DEVELOPMENT (R&D)

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. The Company has stepped-up investments in R&D to keep pace with the changing domestic and global scenario.

The Company has R&D centers at Mumbai, Ratlam, Athal and Indore, duly recognized by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR). These R&D centers are also approved by the prescribed authority under Section 35 (2AB) of the Income Tax Act, 1961 for availing weighted tax benefit on the R&D expenditure.

The Company has set up new R&D Centres at Kandivli, Mumbai for Biotech Research and at Village Ranu (District-Vadodara), Gujarat for Chemicals Research. Both these R&D Centres have commenced their operations in financial year under report.

The Company has stepped up its R&D expenditure from Rs. 123.24 crores (3.87% of the turnover) in the previous year to Rs. 157.19 crores (5.16% of the turnover) in the year under report.

With qualified and experienced research scientists and engineers manning the research and development activities, the Company has focused its thrust on new and innovative process and product development for the manufacture of APIs with non-infringing processes. Apart from development of new dosage forms and drug delivery systems, improvement in processes and yield as well as cost reduction are also focus areas.

DIVIDEND

Your Directors had not declared any interim equity dividend for the financial year under report. Your directors are now pleased to recommend a equity dividend of Rs. 1/- per share (50%) for the financial year under report as against 250% paid in the previous financial year. The dividend will be tax free in the hands of the shareholders.

The dividend amounting to Rs. 12.62 crores and dividend tax amounting to Rs. 2.57 crores, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

During the year under report, Mr. Madhukar R. Chandurkar and Dr. V. V. Subba Rao resigned as Directors of the Company on 29th May, 2014 due to their other pre-occupations. The Board place on record its sincere appreciation for the services rendered to the Company by Mr. M. R. Chandurkar and Dr. V. V. Subba Rao during their tenure as Directors of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Babulal Jain, Mr. Anand Kusre, Mr. Dev Parkash Yadava and Dr. Ramakanta Panda have been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 31st July, 2014.

At the meeting of the Board of Directors of the Company held on 21st September, 2014, Dr. (Mrs.) Manisha Premnath was appointed as an Additional/Independent Director of the Company. She holds the office of directorship till the conclusion of the ensuing Annual General Meeting. Being eligible, she has offered herself for appointment as an Independent Director of the Company.

Mr. Prashant Godha and Mr. Premchand Godha, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. Babulal Jain, Mr. Anand Kusre, Mr. Dev Parkash Yadava, Dr. Ramakanta Panda and Dr. (Mrs.) Manisha Premnath, who are independent directors, have submitted a declaration that each of them meets the criteria ofindependence as provided in Section149(6) ofthe Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required. A brief note on Directors retiring by rotation and eligible for re-appointment as well as Independent Director being appointed is furnished in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

During the year under report, the Company has appointed following persons as Key Managerial Personnel:

Mr. Premchand Godha - Chairman & Managing Director/CEO

Mr. Ajit Kumar Jain - Joint Managing Director / CFO

Mr. Harish P. Kamath - Corporate Counsel & Company Secretary

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors'' appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- the candidate should posses the positive attributes such as Leadership, Entrepreneurship, Business Advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

- the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

- the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment of an independent director; and

- the candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company''s business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

The annual evaluation was carried out in the following manner:

Sr. Performance evaluation of Performance evaluation performed by

1. Board and individual direc Board after seeking inputs from all tors directors

2. Board Committees Board seeking inputs from all committee members

3. Individual Directors Nomination and Remuneration committee

4. Non-independent directors, Separate meeting of independent board as a whole and the directors after taking views Chairman from executive directors

5. Board, its Committees and At the board meeting held after the individual Directors meeting of the independent directors based on evaluation carried out as above.

REMUNERATION POLICY

The objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration based on the fundamental principles of payment for performance, for potential and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve 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 Remuneration Policy is placed on the Company''s website www.ipca.com.

Information about elements of remuneration package of individual directors is provided in the extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is enclosed.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Details of the familiarization program of independent directors is disclosed on the website of the Company www.ipca.com. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

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

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31,2015 and of the profit of the Company for the financial year;

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

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

v) that your 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

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

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.

FIXED DEPOSITS

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

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance. AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s Natvarlal Vepari & Co. (Firm Registration No. 106971W), Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment.

The Auditors'' Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. ABK & Associates, Cost Accountants (Firm Registration No. 000036) were appointed as the Cost Auditors to conduct audit of cost records for Bulk Drugs and Formulations activities of the Company for the financial year 2014-15.

The Cost Audit Report for the financial year 2013-14, which was due to be filed with the Ministry of Corporate Affairs by 27th September, 2014 was filed on 25th September, 2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-15.

The Secretarial Auditors'' Report is annexed hereto. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company www.ipca.com (weblink - http://www.ipca.com/pdf/corporate_policy/ Corporate_Social_Resposibility_Policy.pdf).

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company''s CSR activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety, environment and health.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of Company''s business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material within the meaning of clause 49 of the listing agreement.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (http://www. ipca.com/pdf/corporate_policy/ Related_Party_Transactions.pdf).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard - AS18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure 3 to this report.

EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said Rules is furnished as Annexure 4 to this report.

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company.The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company''s website www.ipca.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Chairman & Managing Director / CEO is given at the end of the Corporate Governance Report. WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.ipca.com.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

The Board at its meeting held on 30th May 2015 has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.ipca.com. BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance, which is annexed. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure 5 to this report. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is furnished as Annexure 6 to this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by the bankers and financial institutions. Your Directors also thank the medical profession, the trade and consumers for their patronage of the Company''s products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai Premchand Godha 30th May, 2015 Chairman & Managing Director

Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 63rd Annual Report and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. crores)

For the year For the year ended 31.3.2013 ended 31.3.2012

Sales and other Income (net of Excise duty) 2,797.08 2,342.98

Profit before financial cost, depreciation & foreign exchange translations Loss / (Gain) 639.95 526.40

Less : Finance cost 31.30 39.36

Depreciation and Amortisation 84.00 65.31

Loss/(Gain) on foreign exchange translations/transactions 63.28 52.79

Profit before tax 461.37 368.94

Less : Provision for taxation

Current Tax (net of MAT credit entitlement) 92.68 74.65

Deferred Tax 37.30 13.23

Short / (Excess) provision of earlier year - 0.89

Net Profit 331.39 280.17

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Surplus in Profit & Loss Account as per last Balance Sheet 276.89 146.24

Addition on Amalgamation of Tonira Pharma Ltd. - 4.31

Net Profit for the year 331.39 280.17

Less:

Transfer to General Reserve 175.50 100.00

Transfer to Debenture Redemption Reserve - 7.00

Interim dividend 25.23 25.15

Tax on Interim dividend 4.09 4.08

Proposed final dividend 25.24 15.14

Tax on Proposed Dividend 4.29 2.46

Balance as at year end 373.93 276.89

SUBSIDIARY COMPANIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India under section 212 of the Companies Act, 1956, copy of the Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors of the Company''s subsidiaries have not been attached with the Balance Sheet of the Company. Any member interested in obtaining the same may write to the Company Secretary at the Corporate Office of the Company. These documents are available for inspection by Members at the registered office of the Company and will also be placed before the Annual General Meeting.

However, as required the financial data of the subsidiaries have been furnished under ''Details of Subsidiaries'' forming part of the Annual Report. The annual accounts of the subsidiaries are also uploaded on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the audited consolidated financial statements are provided in the Annual Report.

RESEARCH & DEVELOPMENT (R&D)

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. The Company has stepped-up investments in R&D to keep pace with the changing domestic and global scenario.

The Company has R&D centers at Mumbai, Ratlam, Athal and Indore, duly recognised by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR). These R&D centers are also duly approved by the prescribed authority under Section 35 (2AB) of the Income Tax Act, 1961 for availing weighted tax benefit on the R&D expenditure.

During the year under Report, the Company has set up a new R&D Centre at Plot No. 58DD, Kandivli Industrial Estate, Kandivli (West), Mumbai - 400 067 for expanding its formulations R&D activities.

The Company is in the process of setting up a new Research Centre at Kandivli, Mumbai for biotech research & development activities at Plot No. 125 and 126 of Kandivli Industrial Estate, Kandivli (West), Mumbai - 400 067. The Company is also in the process of setting-up a new R&D Centre at Village Ranu, Tehsil Padra, District-Vadodara , Gujarat.

The Company has stepped up its R&D expenditure from Rs. 77.96 crores (3.39% of the turnover) in the previous year to Rs. 100.74 crores (3.68% of the turnover) in the year under report.

With qualifi ed and experienced research scientists and engineers manning the research and development activities, the Company has focused its thrust on new and innovative process and product development for the manufacture of APIs with non-infringing processes.

Apart from development of new dosage forms and drug delivery systems, improvement in processes and yield as well as cost reduction are also focus areas.

PAID-UP EQUITY SHARE CAPITAL

During the year under report, the Company allotted 48,750 fully paid up equity shares of Rs. 2/- each at an exercise price of Rs. 63/- per share to the option grantees on exercise of stock options granted on 11th November, 2008. With this allotment, all the stock options granted by the Company under the ESOS have either been exercised or forfeited.

In view of the allotment of equity shares under ESOS and also allotment of equity shares to the shareholders of Tonira Pharma Ltd. upon its merger with the Company, the Company''s paid-up equity share capital increased to Rs. 25,23,98,218/- consisting of 12,61,99,109 equity shares of Rs. 2/- each.

Disclosure pursuant to the provisions of SEBI (ESOS and ESPS) Guidelines, 1999 is annexed to this report as Annexure I. DIVIDEND

Your Directors had declared interim equity dividend of Rs. 2/- per share (100%) at the meeting of the Board of Directors of the Company held on 25th October, 2012. The said interim dividend was paid on 9th November, 2012 to those shareholders, whose names appeared on the register of members of the Company on 2nd November, 2012. Your directors are now pleased to recommend a final equity dividend of Rs. 2/- per share (100%), making the total dividend recommended to Rs. 4/- per share (200%) for the financial year under report as against 160% paid in the previous financial year. The dividend will be tax free in the hands of the shareholders.

The dividend (inclusive of interim dividend already paid) amounting to Rs. 50.47 crores and dividend tax amounting to Rs. 8.38 crores, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Mr. Babulal Jain, Mr. Anand Kusre and Dr. V. V. Subba Rao, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. R. S. Hugar, Director of the Company suddenly expired on 30th January, 2013. The Board place on record its sincere appreciation for the services rendered to the Company by Mr. R. S. Hugar during his tenure since 2002 first as the Chairman of the Board and thereafter as an Independent Director.

At the meeting of the Board of Directors of the Company held on 23rd March, 2013, Dr. Ramakanta M. Panda was appointed as an Additional Director of the Company.

Mr. Premchand Godha was re-appointed as the Managing Director of the Company for a further period of 5 years with effect from 1st April, 2013 and the necessary resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

A brief note on Directors retiring by rotation and eligible for re-appointment as well as Director appointed is furnished in the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2013 and of the profit of the Company for the year;

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

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

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from Statutory Auditors, forms part of this report.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s Natvarlal Vepari & Co., Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment.

The Auditors'' Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. ABK & Associates, Cost Accountants (Regn. No. 036) were appointed as the Cost Auditors to conduct audit of cost records for Bulk Drugs and Formulations activities of the Company for the financial year 2012-13.

The Cost Audit Report for the financial year 2011-12, which was due to be filed with the Ministry of Corporate Affairs on or before 28th February, 2013 was filed on 30th January, 2013.

EMPLOYEES

Information under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Company Secretary at the Corporate Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities in respect of healthcare and education to improve living conditions of people living in the neighborhood of its manufacturing facilities.

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by the Consortium of Banks and Financial Institutions. Your Directors also thank the Medical Profession, the Trade and Consumers for their patronage of the Company''s products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai Premchand Godha

30th May, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the 62nd Annual Report and Audited Accounts for the year ended 31st March, 2012.

Financial Results

Amount in Rupees Crores For the year For the year ended 31.3.2012 ended 31.3.2011

Sales and Other Income (Net of Excise Duty) 2,342.29 1,889.61

Profit before financial cost, depreciation & Foreign Exchange translations Loss / (Gain) 526.40 384.24

Less: Finance cost 39.36 28.45

Depreciation and Amortisation 65.31 55.43

Loss / (Gain) on foreign exchange translations 52.79 (43.34)

Profit before tax 368.94 343.70

Less: Provision for taxation

Current Tax (net of MAT credit entitlement) 74.65 73.25

Deferred Tax 13.23 1.42

Short / (Excess) provision of earlier years 0.89 3.70

Profit after tax (before exceptional item) 280.17 265.33

Exceptional item

Provision for investment in subsidiaries - 9.96

Net Profit 280.17 255.37

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Surplus in Profit & Loss Account as per last Balance Sheet 146.24 152.70

Addition on Amalgamation of Tonira Pharma Ltd. 4.31 -

Net Profit for the year 280.17 255.37

Less:

Transfer to General Reserve 100.00 200.00

Transfer to Debenture Redemption Reserve 7.00 15.00

Interim dividend 25.15 25.13

Tax on Interim dividend 4.08 4.17

Proposed final dividend 15.14 15.08

Tax on Proposed Dividend 2.46 2.45

Balance as at year end 276.89 146.24

The Company has fixed 31st May, 2012 as the record date for entitlement of 3,22,704 equity shares of the Company to be allotted to the shareholders ofTonira Pharma Ltd. pursuant to this merger.

Subsidiary companies

The Company's wholly owned subsidiary Company Laboratories Ipca Do Brasil Ltda, Brazil has been voluntarily wound-up.

During the year under report, the Company has acquired 100% share capital of Onyx Research Chemicals Ltd., holding Company of Onyx Scientific Ltd. through its wholly owned subsidiary Ipca Laboratories UK Ltd. for UK ÃÂ£4.89 millions. Founded in 2000, Onyx Scientific is one of the well known chemistry services companies in Europe and is a preferred supplier to several large pharma and biotech customers. Onyx offers custom synthesis, solid state chemistry, scale-up and cGMP manufacturing up to a few kilogram levels.This acquisition enables the Company to better serve their customers on a global basis.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India under Section 212 of the Companies Act, 1956, copy of the Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors of the Company's subsidiaries have not been attached with the Balance Sheet of the Company. Any member interested in obtaining the same may write to the Company Secretary at the Corporate Office of the Company. These documents are available for inspection by Members at the Registered office of the Company and will also be placed before the Annual General Meeting.

However, as required, the financial data of the subsidiaries have been furnished under 'Details of Subsidiaries' forming part of the Annual Report. The annual accounts of the subsidiaries are also uploaded on the website of the Company.

Consolidated financial statements

In accordance with Accounting Standard AS-21, the audited consolidated financial statements are provided in the Annual Report.

Research & Development (R&D)

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. The global challenges for the Indian pharma industry at large have increased several folds in the face of the transition from process to product patent regime in India from 2005. The Company has stepped-up investments in R&D to keep pace with the changing domestic and global scenario.

The Company has R&D centers at Mumbai, Ratlam, Athal and Indore, duly recognized by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR). These R&D centers are also duly approved by the prescribed authority under Section 35 (2AB) of the IncomeTax Act, 1961 for availing weighted tax benefit on the R&D expenditure.

The Company is in the process of setting up a new Research Centre at Kandivli, Mumbai for Biotech research & development activities at plot no. 125 and 126 of Kandivli Industrial Estate, Kandivli (West), Mumbai - 400 067. The Company is also in the process of setting-up a new R&D Centre at Village Ranu,Tehsil Padra, District-Vadodara , Gujarat.

The Company has also acquired a new building situated at plot no. 58DD, Kandivli Industrial Estate, Kandivli (West), Mumbai - 400067 for expanding its formulations R&D activities.

The Company has stepped up its R&D expenditure from Rs. 71.27 Crores (3.82% of the turnover) in the previous year to Rs. 77.96 Crores (3.39% of the turnover) in the year under report.

With qualified and experienced research scientists and engineers manning the research and development activities, the Company has focused its thrust on new and innovative process and product development for the manufacture of APIs with non- infringing processes.

Apart from development of new dosage forms and drug delivery systems, improvement in processes and yield as well as cost reduction are also focus areas.

Employees' Stock Options Scheme (ESOS)

During the year under report, the Company allotted 68,750 fully paid up equity shares of Rs. 2/- each at an exercise price of Rs. 63/- to the option grantees on exercise of stock options granted on 29th October, 2007 and 52,500 fully paid up equity shares of Rs. 2/- each at an exercise price of Rs. 63/- to the option grantees on exercise of stock options granted on 11th November, 2008.

In view of these allotments, the Company's paid-up equity share capital increased to Rs. 25,16,55,310/- consisting of 12,58,27,655 equity shares of Rs. 2/- each.

Disclosure pursuant to the provisions of SEBI (ESOS and ESPS) Guidelines, 1999 is annexed to this report as Annexure I.

Dividend

Your Directors had declared 1st interim equity dividend of Rs. 1/- per share (50%) at the meeting of the Board of Directors of the Company held on 31st October, 2011 and a 2nd Interim equity dividend of Rs. 1/- per share (50%) at the meeting of the Board of Directors of the Company held on 31st January, 2012. The said interim dividend was paid on 11th November, 2011 and 14th February, 2012, respectively, to those shareholders, whose names appeared on the register of members of the Company on 7th November, 2011 and 8th February, 2012. Your directors are now pleased to recommend a final equity dividend of Rs. 1.20 per share (60%), making the total dividend recommended to Rs. 3.20 per share (160%) for the financial year under report as against 160% paid in the previous financial year. The dividend will be tax free in the hands of the shareholders.

The dividend (inclusive of interim dividend already paid) amounting to Rs. 40.29 Crores and dividend tax amounting to Rs. 6.54 Crores, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

Directors

Mr. Pranay Godha, Mr. Premchand Godha and Mr. Ramappa S. Hugar, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

At the meeting of the Board of Directors of the Company held on 28th July, 2011, Mr. Prashant Godha was appointed as an Additional Director of the Company and designated as the Wholetime Executive Director with effect from 16th August, 2011.

At the meeting of the Board of Directors of the Company held on 31st January, 2012, Mr. Ramappa S. Hugar stepped down as the Chairman of the Board of Directors. In his place, the Board appointed the incumbent Managing Director, Mr. Premchand Godha as the Chairman of the Board of Directors and re-designated him as the Chairman & Managing Director of the Company. The Board places on record its sincere appreciation for the services rendered by Mr. Hugar during his tenure as the Chairman of the Board of Directors of the Company. Mr. Ramappa S. Hugar, however, will continue as a Non-Executive Independent Director on the Board of the Company.

At the meeting of the Board of Directors of the Company held on 13th April, 2012, Mr. Dev Parkash Yadava was appointed as an Additional Director of the Company with immediate effect.

A brief note on Directors retiring by rotation and eligible for re-appointment as well as Directors appointed is furnished in the Report on Corporate Governance.

Directors' Responsibility Statement

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2012 and of the profit of the Company for the year;

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

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

Corporate Governance

As per the requirement of listing agreement with the stock exchanges, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from Statutory Auditors, forms part of this report. Fixed deposits

During the year under review, the Company has not accepted any fixed deposits.

Auditors, Audit Report and Audited Accounts

M/s Natvarlal Vepari & Co., Chartered Accountants, retire as auditors and being eligible, offer themselves for re-appointment.

The Auditors' Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. ABK & Associates, Cost Accountants (Regn. No. 036) were appointed as the Cost Auditors to conduct audit of cost records for Bulk Drugs and Formulations activities of the Company for the financial year 2011-12.

The Cost Audit Report for the financial year 2010-11, which was due to be filed with the Ministry of Corporate Affairs within 180 days from the close of the financial year, was filed on 20th August, 2011.

Employees

Information under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Company Secretary at the Corporate Office of the Company.

Corporate Social Responsibility

The Company is committed to good corporate citizenship. As a part of its Corporate Social Responsibility, the Company continues to undertake a range of activities in respect of healthcare and education to improve living conditions of people living in the neighborhood of its manufacturing facilities.

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure.

Acknowledgements

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by the Consortium of Banks and Financial Institutions. Your Directors also thank the Medical Profession, the Trade and Consumers for their patronage of the Company's products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

Mumbai Premchand Godha

29th May, 2012 Chairman & Managing Director

Mar 31, 2011

The Directors have pleasure in presenting the 61st Annual Report and Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

For the year For the year ended 31.3.2011 ended 31.3.2010 (Rs. crores) (Rs. crores)

Sales and other Income (net of Excise duty & Sales tax) 1889.54 1565.50

Profit before financial cost, depreciation & Foreign Exchange translations Loss / (Gain) 386.93 344.65

Less : Financial cost 31.14 32.38

Depreciation and Amortisation 55.43 46.33

Loss / (Gain) on foreign exchange translations (43.34) (5.79)

Profit before tax 343.70 271.73

Less : Provision for taxation

Current 73.25 47.30

Deferred 1.42 14.20

Short / (Excess) provision of earlier years 3.70 1.04

Profit after tax (before exceptional item) 265.33 209.19

Exceptional item

Provision for investment in subsidiaries 9.96 -

Net Profit 255.37 209.19

ADJUSTMENTS

Balance of profit brought forward 152.70 151.95

Amount available for appropriation 408.07 361.14

YOUR DIRECTORS RECOMMEND THE FOLLOWING APPROPRIATIONS

Debenture Redemption Reserve 15.00 15.00

General Reserve 200.00 152.54

Interim dividends 25.13 22.49

Proposed final dividend 15.08 12.52

Proposed dividend of previous year reversed on shares bought back - (0.01)

Tax on dividend 6.62 5.90

Surplus transferred to Balance Sheet 146.24 152.70

408.07 361.14

SUBSIDIARY COMPANIES

The Companys wholly owned subsidiary Company Laboratories Ipca Do Brasil Ltda, Brazil is in the process of being voluntarily wound-up.

As communicated to the Company by the Brazilian Attorney, all Brazilian regulatory approvals except that of ANVISA are received for Company winding-up. The ANVISA approval is expected shortly.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India under section 212 of the Companies Act, 1956, copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of the Companys subsidiaries have not been attached with the Balance Sheet of the Company. Any member interested in obtaining the same may write to the Company Secretary at the Corporate Office of the Company. These documents are available for inspection by Members at the Registered office of the Company and will also be placed before the Annual General Meeting.

However, as required the financial data of the subsidiaries have been furnished under ÃDetails of Subsidiaries forming part of the Annual Report. The annual accounts of the subsidiaries are also uploaded on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the audited consolidated financial statements are provided in the Annual Report.

RESEARCH & DEVELOPMENT (R&D)

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. The global challenges for the Indian pharma industry at large have increased several folds in the face of the transition from process to product patent regime in India from 2005. The Company has stepped-up investments in R&D to keep pace with the changing domestic and global scenario.

The Company has R&D centers at Mumbai, Ratlam, Athal and Indore, duly recognized by the Government of India, Ministry of Science and Technology, Department of Scientific & Industrial Research (DSIR). These R&D centers are also duly approved by the prescribed authority under Section 35 (2AB) of the Income Tax Act, 1961 for availing weighted tax benefit on the R&D expenditure.

The company is in the process of setting up another new Research Centre at Kandivli, Mumbai for Biotech and other research & development activities.

The Company has stepped up its R&D expenditure from Rs. 57.28 crores (3.71% of the turnover) in the previous year to Rs. 71.27 crores (3.82% of the turnover) in the year under report. The revenue R&D expenditure has increased to Rs. 57.04 crores as against Rs. 50.52 crores in the previous year.

With qualified and experienced research scientists and engineers manning the research and development activities, the Company has focused its thrust on new and innovative process and product development for the manufacture of APIs with non-infringing processes.

Apart from development of new dosage forms and drug delivery systems, improvement in processes and yield as well as cost reduction are also focus areas.

EMPLOYEES STOCK OPTIONS SCHEME (ESOS)

During the year under report, the Company allotted 3,53,750 fully paid up equity shares of Rs. 2/- each at an exercise price of Rs. 40/- to the option grantees on exercise of stock options granted on 23rd September, 2006, 72,500 fully paid up equity shares of Rs. 2/- each at an exercise price of Rs. 63/- to the option grantees on exercise of stock options granted on 29th October, 2007 and 52,500 fully paid up equity shares of Rs. 2/- each at an exercise price of Rs. 63/- to the option grantees on exercise of stock options granted on 11th November, 2008.

In view of these allotments, the Companys paid-up equity share capital increased to Rs. 25,14,12,810/- consisting of 12,57,06,405 equity shares of Rs. 2/- each.

Disclosure pursuant to the provisions of SEBI (ESOS and ESPS) Guidelines, 1999 is annexed to this report as Annexure I.

DIVIDEND

Your Directors had declared 1st interim equity dividend of Re. 1/- per share (50%) at the meeting of the Board of Directors of the Company held on 22nd October, 2010 and a 2nd Interim equity dividend of Re. 1/- per share (50%) at the meeting of the Board of Directors of the Company held on 25th January, 2011. The said interim dividend was paid on 4th November, 2010 and 10th February, 2011, respectively, to those shareholders, whose names appeared on the register of members of the Company on 29th October, 2010 and 2nd February, 2011. Your directors are now pleased to recommend a final equity dividend of Rs. 1.20 per share (60%), making the total dividend recommended to Rs. 3.20 per share (160%) for the financial year under report as against 140% paid in the previous financial year. The dividend will be tax free in the hands of the shareholders.

The dividend (inclusive of interim dividend already paid) amounting to Rs. 40.21 crores and dividend tax amounting to Rs. 6.62 crores, if approved at the ensuing Annual General Meeting, will be appropriated out of the profits for the year.

DIRECTORS

Dr. V. V. Subba Rao, Mr. M. R. Chandurkar and Mr. A. K. Jain, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

During the year, Mr. A. K. Jain, the incumbent Executive Director was re-designated as the Joint Managing Director at the meeting of the Board of Directors of the Company held on 29th July, 2010.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2011 and of the profit of the Company for the year;

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

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

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from Statutory Auditors, forms part of this report.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s Natvarlal Vepari & Co., Chartered Accountants, retire as auditors and, being eligible, offer themselves for re-appointment.

The Auditors Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

EMPLOYEES

Information under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Company Secretary at the Corporate Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities in respect of healthcare and education to improve living conditions of people living in the neighborhood of its manufacturing facilities.

During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations.

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

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

In accordance with the requirements of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the enclosed Annexure.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the Company by the Consortium of Banks and Financial Institutions. Your Directors also thank the Medical Profession, the Trade and Consumers for their patronage of the Companys products. Your Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board

R. S. Hugar Chairman

Mumbai 24th May, 2011

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