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Directors Report of Sanofi India Ltd.

Dec 31, 2022

Your Directors have the pleasure of presenting their report and the Audited Accounts of your Company for the Financial Year ended December 31, 2022.

C in Million

Financial Results

2022

2021

Revenue from operations

27,701

29,566

Other income

715

744

Total income

28,416

30,310

Profit before exceptional items and tax

7,323

7,684

Profit before tax

8,643

12,576

Tax expense

2,437

3,132

Profit for the year

6,206

9,444

Other comprehensive income (Net of tax)

5

(33)

Total comprehensive income for the year

6,211

9,411

requirements of the Company. The dividend is subject to approval of members at the ensuing Sixty-Seventh Annual General Meeting (AGM) of the Company.

The dividend, if approved by the Members at the AGM scheduled on May 11, 2023, will result in cash outflow of C 8,683 million.

During the year under review, the Board of Directors approved and paid a one-time special Interim Dividend of C 193 per equity share of C 10 each for the year ending December 31, 2022, which was paid on August 22, 2022.

The total dividend for the Financial Year 2022, including the proposed final dividend and second special dividend, amounts to C 570 per equity share of C 10 each. The normal divided without exceptional and special dividend results in a payout of 85% of the profits of the Company.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. The Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations’), the Dividend Distribution Policy of the Company is available on the Company’s website at https:// www.sanofiindialtd.com/en/investors/corporate-policies

Unpaid/ Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), C 4.14 million of unpaid / unclaimed dividends were transferred during the year 2022 to the Investor Education and Protection Fund.

The financial results for the year ended December 31, 2022 are not comparable with that of year ended December 31, 2021 due to the following:

1. During the previous financial year 2021, the Board of Directors of the Company approved a transaction for the slump sale and transfer of the Company’s Nutraceuticals business, on a going concern basis to Universal Nutriscience Private Limited for the consideration of C 5,860 million (after working capital adjustments).

2. The Board of Directors of the Company at its meeting held on November 25, 2021, approved the transfer of certain assets namely marketing intangibles, customer lists / database, trade channel knowledge / wholesaler lists, vendor / supplier database, pharmacovigilance / medical database that are related to the distribution business of Soframycin and Sofradex conducted by the Company and product inventory to Encube Ethicals Private Limited. The transaction concluded during

the year on January 31, 2022 after fulfillment of the underlying conditions and the Company received the full consideration of C 1,369 million including working capital adjustments and consequently, during the quarter ended March 31, 2022.

Transfer to Reserves

Your Company does not propose to transfer any amount to the general reserves of the Company.

Dividend

Your Directors at their meeting held on February 23, 2023 have recommended payment of final dividend of C 194 per equity share of C 10 each and a second special dividend of C 183 per equity share of C 10 each for the year ended December 31, 2022, considering the business and cash

Directors and Key Managerial Personnel (KMP)

During the year under review, Mr. Rajaram Narayanan (DIN: 02977405) stepped down as the Managing Director of the Company with effect from close of business hours on April 10, 2022. The Board places on record its immense appreciation for his contribution to the Company.

The Board of Directors of the Company at its meeting held on April 18, 2022, based on the recommendation of the Nomination and Remuneration Committee approved the appointment of Mr. Rodolfo Hrosz (DIN: 09609832) as the Managing Director of the Company with effect from June 1, 2022.

Mr. Rodolfo Hrosz joined Sanofi Group as General Manager of the Consumer Healthcare business in Brazil in 2017 and has successfully led the organisation through several transformative stages, right from its inception to it becoming a top growth contributor and a digital-acceleration reference point within the Sanofi Group.

He has wealth of rich experience from commercial, marketing, and general management roles across several multinational companies. Prior to joining Sanofi, he has worked with Pfizer, LVMH, Heineken and Procter & Gamble in USA and in Brazil.

The shareholders approved the appointment of Mr. Rodolfo Hrosz, as the Managing Director through Postal Ballot conducted in accordance with Section 108 and Section 110 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with the applicable Rules, Secretarial Standards and the Listing Regulations on June 22, 2022, with requisite majority. The Company has made an application to the Central Government pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, read with Schedule V of the Act and Rules framed thereunder to obtain approval for his appointment, and is awaiting approval.

Further, Mr. Charles Billard (DIN: 08173583) informed the Board vide his letter dated October 26, 2022 that he would like to resign as the Non-Executive Director of the Company, with effect from November 3, 2022, as he was pursuing other opportunities within Sanofi Group. The Board noted and accepted his resignation at its meeting held on November 3, 2022. The Board places on record its immense appreciation for his contribution during his tenure as a Non-Executive Director of the Company.

At the same Board Meeting, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company approved the appointment of Ms. Annapurna Das (DlN: 08634664) as a Non-Executive Non-Independent Director of the Company with effect from November 3, 2022. Ms. Annapurna Das, currently is the Head of Asia, Sanofi Vaccines since June 2022 with responsibility for commercial operations for countries across Asia including India. Prior to this, she was the General Manager,

Sanofi Vaccines, India, since Nov 2019. She has over 23 years of experience and a successful career with major pharmaceutical organisations in India holding roles across sales, marketing, and strategy and business development. The Members approved appointment of Ms. Annapurna Das as the Non-Executive Directors, of the Company through Postal Ballot on December 28, 2022, with requisite majority.

As on the date of this Report, Mr. Rodolfo Hrosz, Managing Director; Mr. Cherian Mathew, Whole-time Director;

Mr. Vaibhav Karandikar, Whole-time Director and Chief Financial Officer and Ms. Radhika Shah, Company Secretary & Compliance Officer are the Key Managerial Persons of the Company.

Mr. Aditya Narayan, Chairman, Mrs. Usha Thorat, Chairperson of the Audit Committee and Nomination and Remuneration Committee and Mr. Rahul Bhatnagar, Chairman of Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee are the Independent Directors of the Company.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations and they have registered themselves with the Independent Director’s Database maintained by the IICA (The Indian Institute of Corporate Affairs). In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the Management.

Mr. Marc-Antoine Lucchini, Non-Executive Director (DIN: 08812302) is liable to retire by rotation at the ensuing Sixty-Seventh Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommend his re-appointment to the Members.

Cash Flow and Consolidated Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. The Company does not have any subsidiaries and hence not required to publish Consolidated Financial Statements.

Management Discussion and Analysis

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

The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the year ended December 31, 2022, forms part of this Report.

Report on Corporate Governance

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

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

Information on Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - A to this Report.

Subsidiaries, Associate Companies and Joint Ventures

Your Company does not have any subsidiaries, associate companies or joint ventures.

Meetings of the Board

During the year under review, Nine (9) meetings of the Board were held. The dates, attendance of the Directors and other details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and Listing Regulations.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, updates on the pharmaceutical industry and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, pharmaceuticals industry, Sanofi Global strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and Corporate social responsibility initiatives of the Company. The details of familiarisation programs provided to the Directors of the Company are mentioned in the Report on Corporate Governance and on the Company’s website at https://www.sanofiindialtd.com/ en/investors/corporate-policies.

Performance Evaluation of the Board

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based on the criteria, framework and questionnaires approved by the Nomination and Remuneration Committee and the Board. The details of the performance evaluation exercise conducted by the Company are set out in the Report on Corporate Governance.

Nomination and Remuneration Policy & Remuneration of Directors, Key Managerial Personnel and Senior Management

During the year under review, the Board of Directors approved the revised Nomination and Remuneration Policy of the Company which now captures the Company’s Leadership Framework for its employees and explains the principles of the overall remuneration including short-term incentive and the long-term incentive payable to the Executive Directors, Key Managerial Personnel,

Senior Management, and other employees of the Company. The Policy also provides guidance on selection and nomination of Directors to the Board of the Company and appointment of the Senior Management Personnel of the Company. The remuneration paid to the Executive Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and the Listing Regulations. Further details form part of the Report on Corporate Governance and a Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure - B to this Report.

The statement showing particulars of employees pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent to the Members along with this Annual Report in accordance with the provision of Section 136 of the Act. Any person interested in receiving the said statement may write to the Company Secretary stating their Folio No./ DPID & Client ID.

Audit Committee

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

Vigil Mechanism

As per the provision of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company is required to establish a Vigil Mechanism. The Company’s Code of Conduct, Whistle blower and other Governance Policies lays out the principles of highest ethical standards. The details of the Whistle blower Policy are provided in the Report on Corporate Governance forming part of this Report.

Related Party Transactions

All related party transactions, which were entered into during the year under review were on arm’s length basis and in the ordinary course of business. There were no materially

of the Directors, considering the limited scope of audit, the proposed remuneration payable to the Cost Auditors would be reasonable and fair and commensurate with the scope of work carried out by them.

Auditors

Previous year, M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration Number 304026E / E-300009) were re-appointed as Statutory Auditors of your Company for a further period of Five (5) years, to hold office from the conclusion of the Sixty-sixth AGM held in the year 2022, until the conclusion of the Seventy-first AGM to be held in the year 2027.

The Statutory Auditors have issued an unqualified audit report on the annual accounts of the Company for the year ended December 31, 2022.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors,

Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2022, the Company did not receive any complaint of alleged sexual harassment. As on December 31, 2022 no complaints related to sexual harassment are pending for disposal.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. Makarand M. Joshi & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of your Company for the year ended December 31, 2022.

significant related party transactions by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

The Company adopted the revised Policy on Materiality of Related Party Transactions and also on Dealing with Related Party Transactions in line with the amended Listing Regulations. The policy is available on the Company’s website at https://www.sanofiindialtd.com/en/investors/ corporate-policies. The Form AOC - 2 envisages disclosure of material contracts or arrangements or transactions at arm’s length basis. The details of the material related party transactions for the Financial Year ended December 31, 2022, as per the Policy on dealing with related parties adopted by the Company are disclosed in Annexure - C to this Report. The Company had extended a loan of C 4,450 million to Sanofi Healthcare India Private Limited which has been fully repaid in the month of July 2022. Accordingly, the said material related party transaction stands closed.

The Company has entered into material related party transactions with Sanofi-Aventis Singapore Pte. Ltd., and Sanofi Healthcare India Private Limited for purchase and sale of products and services. These transactions were in the ordinary course of business and at arm’s length duly certified by third-party experts. The transactions were within the limits approved by the Members.

Corporate Social Responsibility

The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities of your Company. The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities in Annexure - D to this Report.

Risk Management

Your Company has implemented a mechanism for risk management and formulated a Risk Management Policy.

The policy provides for the creation of a risk register, identification of risks and formulating mitigation plans.

Your Company has also constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance Report. As per the governance process described in the Policy, the Risk Management Committee reviews the risk identification, risk assessment and minimisation procedures on quarterly basis and updates the Audit Committee and the Board periodically.

The key risks impacting the Company are discussed in the Management Discussion and Analysis section forming part of this Report.

Deposits from Public

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

Loans, Guarantees or Investments

The Company has not granted any loan or provided any guarantees to or invested in securities of any other body corporate during the year. The Company had extended a loan of C 4,450 million to Sanofi Healthcare India Private Limited which has been fully repaid in the month of July 2022.

Directors'' Responsibility Statement

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

1. in the preparation of the annexed accounts for the Financial Year ended December 31, 2022 all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

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

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

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

Cost Audit

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. The accounts and records are made and maintained by the Company and are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. Kirit Mehta & Co., Cost Accountants to audit the cost accounts maintained by the Company for the financial year ending December 31, 2023.

As required by the Act, the remuneration payable to the Cost Auditor is required to be placed before the members in General Meeting for their ratification. Accordingly, a resolution seeking ratification of the remuneration payable to M/s. Kirit Mehta & Co. as approved by the Audit Committee and Board is included in the Notice convening the Annual General Meeting of the Company. In the opinion

The Secretarial Auditors have issued an unqualified audit report for the year ended December 31, 2022.

The comments made by the Secretarial Auditors are self-explanatory. Their report is annexed herewith as Annexure - E to this Report.

Secretarial Standards

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

Annual Return

As required under Section 92(3) of the Act, Annual Return is hosted on the website of the Company at https://www. sanofiindialtd.com/en/investors/annual-return.

Material Changes and Commitments After the Financial Year

No material changes and commitments have occurred after the closure of the Financial Year ended December 31, 2022 till the date of this Report, which would affect the financial position of your Company.

There has been no change in the nature of business of your Company.

Significant and Material Orders passed by the Regulators/ Courts/ Tribunals

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

Acknowledgements

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board also places on record its appreciation for the support and co-operation that your Company has been receiving from the medical fraternity, suppliers, distributors, retailers, business partners, government departments both at Central & State level and all other stakeholders.

On behalf of the Board of Directors

Aditya Narayan

Chairman

February 23, 2023 DIN: 00012084


Dec 31, 2018

REPORT OF THE DIRECTORS TO THE MEMBERS OF THE COMPANY

Your Directors have pleasure in presenting the Audited Accounts of your Company for the financial year ended 31st December 2018.

FINANCIAL RESULTS Rs. in million

2018

2017

Revenue from operations

27,708

24,914

Other income

897

807

Total income

28,605

25,721

Profit before tax

6,098

5,146

Tax expense

2,292

1,886

Profit for the year

3,806

3,260

Other comprehensive income (Net of tax)

13

(13)

Total comprehensive income for the year

3,819

3,247

Your Company does not propose to transfer any amount in the general reserves of the Company.

DIVIDEND

An interim dividend of Rs.18 per equity share of Rs.10 was declared by the Board of Directors on 25th July 2018 and paid on 14th August 2018. Your Directors recommend payment of a final dividend of Rs. 66 per equity share of Rs.10. The total dividend for the financial year 2018 is Rs.84 per equity share of Rs.10.

The interim dividend and proposed final dividend, if approved by the members at the Annual General Meeting (AGM) scheduled on 7th May 2019, will result in cash outflow of Rs.1,935 million (excluding Dividend Distribution Tax) for the year 2018.

These dividends are in accordance with the Dividend Distribution Policy of the Company which is available on the Company''s website www.sanofiindialtd.com.

As part of streamlining business processes for better efficiency, the Board intends to change the past practice of declaring small interim dividend at the half year and it would recommend final dividend only from the year 2019. This change is not intended at decreasing the payout ratio of dividend and the total dividend amount will continue to be decided by the Board as per the Dividend Distribution Policy.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report is part of this Report.

The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. A. K. R. Nedungadi vide his letter dated 15th January 2018 informed the Company that he would like to resign as Independent Director with effect from 15th January 2018, in view of his involvement in various other matters requiring his immediate attention. The Board noted this resignation on 15th January 2018.

Mr. Lionel Guerin resigned as the Whole Time Director and Chief Financial Officer of the Company with effect from end of the day on 30th June 2018 to take up a new role within Sanofi group. He continued to be on the Board of the Company as Non-Executive Director and thereafter resigned as Non-Executive Director with effect from the end of the day on 25th July 2018.

The Board of Directors at its meeting held on 8th May 2018, appointed Mr. Charles Billard as Chief Financial Officer of the Company with effect from 1st July 2018. The Board of Directors at its meeting held on 25th July 2018, subject to approval of members and Central Government approved appointment of Mr. Charles Billard as Additional Director and Whole Time Director of the Company. The appointment as Whole Time Director was as per the provisions of Section 196 of the Companies Act, 2013 (the Act) except for clause (e) of Part I of Schedule V as Mr. Charles Billard was not resident in India for a continuous period of twelve months immediately preceding the date of his appointment as Whole Time Director. In terms of the provisions of Section 196 of the Act, the Company made an application to the Central Government for this appointment on 21st November 2018. The Central Government vide its letter dated 4th February 2019 informed the Company that the application has been taken on record and would be considered after receipt of the copy of the shareholders'' approval.

The necessary resolutions for appointment of Mr. Charles Billard as Director and Whole Time Director of the Company have been included in the Notice of the forthcoming AGM for the approval of the members.

As on 31st December 2018, Mr. Rajaram Narayanan, Managing Director; Mr. Charles Billard, Whole Time Director and Chief Financial Officer; Mr. Ashwani Sood, Whole Time Director and Mr. Girish Tekchandani, Company Secretary were designated as Key Managerial Personnel (KMP).

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management.

Dr. Shailesh Ayyangar and Mr. Cyril Grandchamp-Desraux retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

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

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

The Company does not have any subsidiaries and hence not required to publish Consolidated Financial Statements.

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st December 2018, as stipulated under Regulation 34 of the Listing Regulations is given in Annexure - B to this Report.

MEETINGS OF THE BOARD OF DIRECTORS

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

AUDIT COMMITTEE

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the Board and Committees on the activities of the Company, its operations and issues faced by the pharmaceutical industry. During the year, the Company organized a visit for the Directors to the manufacturing facility of the Company situated at Ankleshwar, Gujarat for familiarization with its operations.

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

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Your Company does not have any subsidiaries, joint ventures or associate companies.

CORPORATE SOCIAL RESPONSIBILITY

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

The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities in Annexure - C to this Report.

RELATED PARTY TRANSACTIONS

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

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

The Board of Directors at its meeting held on 31st October 2018 approved extension of tenure of loan to Shantha Biotechnics Private Limited i.e. till 15th April 2020 with all other terms remaining same including the continuation of the corporate guarantee.

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

The Form AOC-2 envisages disclosure of material contracts or arrangements or transactions at arm''s length basis. The details of the material Related Party Transactions in financial year ended 31st December 2018, as per the Policy on dealing with Related Parties adopted of the Company are disclosed in Annexure - D to this Report.

DEPOSITS FROM PUBLIC

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

LOANS, GUARANTEES OR INVESTMENTS

The particulars of the loan to Shantha Biotechnics Private Limited are disclosed in Form AOC-2 which forms part of this Report. Details of the loans and investments made by your Company are also given in the notes to the financial statements.

RISK MANAGEMENT

The Board of Directors at its meeting held on 31st October 2018 constituted a Risk Management Committee. Your Company has implemented a mechanism for risk management and formulated a Risk Management Policy. The policy provides for creation of a risk register, identification of risks and formulating mitigation plans. The Audit Committee and the Board of Directors review the risk assessment and minimization procedures on regular basis.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. in the preparation of the annexed accounts for the financial year ended 31st December 2018 all the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

COST AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the cost records maintained by the Company in respect of bulk drugs and formulations are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. Kirit Mehta & Co., Cost Accountants to audit the cost accounts maintained by the Company for bulk drugs and formulations for the financial year ending 31st December 2019.

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

AUDITORS

M/s. Price Waterhouse & Co. Chartered Accountants LLP (PW) (Firm Registration Number 304026E / E300009) were appointed as Statutory Auditors of your Company to hold office from the conclusion of the Sixty-first AGM held in the year 2017, until the conclusion of the Sixty-sixth AGM to be held in the year 2022. However, this will be subject to PW remaining eligible to conduct statutory audits of the listed companies in India, in view of the ongoing litigation regarding the two year ban imposed on PW by the authorities.

The Statutory Auditors have issued an unqualified audit report on the annual accounts of the Company for the year ended 31st December 2018.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

PERSONNEL

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

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

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2018, the Company received three complaints of alleged sexual harassment. These complaints were investigated by the Internal Committee and on its recommendations, appropriate disciplinary and corrective actions were taken by the Company.

SECRETARIAL AUDIT

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

The Secretarial Auditors have issued an unqualified audit report for the year ended 31st December 2018.

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

EXTRACT OF ANNUAL RETURN

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

MATERIAL CHANGES AND COMMITMENTS AFTER THE FINANCIAL YEAR

No material changes and commitments have occurred after the closure of the financial year ended 31st December 2018 till the date of this Report, which would affect the financial position of your Company.

There has been no change in the nature of business of your Company.

ACKNOWLEDGEMENTS

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

The Board also places on record its appreciation for the support and co-operation your Company has been receiving from the medical fraternity, suppliers, distributors, retailers, business partners, government departments both at central & state level and all other stakeholders.

By Authority of the Board

ADITYA NARAYAN

CHAIRMAN DIN:00012084

26th February 2019


Dec 31, 2016

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

FINANCIAL RESULTS Rs. in millions

2016

2015

Revenue from Operations (Net)

23,686

21,931

Other Income

708

514

Profit before Tax and Exceptional Items

4,661

3,971

Tax Expense

1,691

1,594

Profit after Tax and before Exceptional Items

2,970

2,377

Exceptional Item

-

838

Profit after Tax and Exceptional Items

2,970

3,215

Balance brought forward from previous year

12,529

11,438

Available for appropriation

15,499

14,653

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

415

415

Provision for Final dividend and Special one-time dividends

1,152

1,082

Tax on dividends

318

305

Transfer to General Reserve

-

322

Balance carried to Balance Sheet

13,614

12,529

DIVIDEND

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

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

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

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

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

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

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

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

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY REPORT

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

MEETINGS OF THE BOARD OF DIRECTORS

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

AUDIT COMMITTEE

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

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

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

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

RELATED PARTY TRANSACTIONS

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

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

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

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

DEPOSITS FROM PUBLIC

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

LOANS, GUARANTEES OR INVESTMENTS

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

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

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

RISK MANAGEMENT

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

COST AUDIT

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

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

AUDITORS

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

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

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

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

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

PERSONNEL

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

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

PREVENTION OF SEXUAL HARASSMENT POLICY

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

SECRETARIAL AUDIT

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

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

EXTRACT OF ANNUAL RETURN

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

ACKNOWLEDGEMENTS

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

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

By Authority of the Board

ADITYA NARAYAN

CHAIRMAN

DIN: 00012084

27th February 2017


Dec 31, 2014

Dear Members,

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

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

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

FINANCIAL RESULTS

Rs. in Lakhs

2014 2013

Net Sales 187,500 170,646

Other Operating Income 10,248 10,240

Other Income 6,430 5,786

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

ProvisionforTaxation 10,901 12,328

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

Exceptional Item 6,656 2,538

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

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

Available for appropriation 129,384 117,850

Which your Directors have appropriated as follows:

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

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

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

Transfer to General Reserve 2,636 2,652

Balance carried to Balance Sheet 114,381 103,022

DIVIDEND

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORATE

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

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

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

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

PARTICULARS OF EMPLOYEES

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

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

CASH FLOWAND CONSOLIDATED FINANCIAL STATEMENTS

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

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

CORPORATE GOVERNANCE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

COSTAUDIT

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

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

AUDITORS

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

By Authority of the Board

DR. VIJAY MALLYA CHAIRMAN

Mumbai, 20th February 2015


Dec 31, 2012

To the Members of the Company

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

FINANCIAL RESULTS

Rs. in Lakhs

2012 2011

Net Sales 149,385 122,975

Other Operating Income 7,919 7,159

Other Income 4,117 6,789

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

Provision for Taxation 8,505 9,280

Net Profit 17,666 19,118

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

Available for appropriation 101,931 94,963

Which your Directors have appropriated as follows:

Interim Dividend (paid in August 2012) 921 921

Provision for Final Dividend 6,679 6,679

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

Transfer to General Reserve 1,767 1,911

Balance carried to Balance Sheet 91,332 84,265

CHANGE OF NAME OF THE COMPANY

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

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

DIVIDEND

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

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

The proposed Final Dividend will be paid to:

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORATE

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

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

CORPORATE GOVERNANCE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

COST AUDIT

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

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

AUDITORS

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

By Authority of the Board

DR. VIJAY MALLYA

CHAIRMAN

Mumbai, 25th February 2013


Dec 31, 2011

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

FINANCIAL RESULTS Rs. in Million 2011 2010

Net Sales 12,297.5 10,849.5

Other Income 1,394.7 1,134.8

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

Provision for Taxation 927.9 789.9

Net Profit before Exceptional Items 1,911.9 1,550.1

Exceptional Items (Net of Tax) - 757.4

Net Profit after Exceptional Items 1,911.9 2,307.5

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

Available for appropriation 9,496.4 9,290.9

Which your Directors have appropriated as follows:

Interim Dividend (paid in August2011) 92.1 92.1

Provision for Final Dividend 667.9 529.7

Provision for Special One-time Dividend - 644.9

Taxon Interim and proposed Final Dividend 118.7 208.9

Transfer to General Reserve 191.2 230.8

Balance carried to Balance Sheet 8,426.5 7,584.5

DIVIDEND

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

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

The proposed Final Dividend will be paid to:

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORATE

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

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

CORPORATE GOVERNANCE

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

DIRECTORS'RESPONSIBILITY STATEMENT

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

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

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

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

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

COST AUDIT

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

AUDITORS

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

By Authority of the Board

DR.VIJAYMALLYA

CHAIRMAN

Mumbai, 23rd February 2012


Dec 31, 2010

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

FINANCIAL RESULTS

Rs. in Million 2010 2009

Net Sales 10,849.5 9,744.0

Other Income 1,134.8 1,111.0

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

Provision forTaxation 789.9 840.5

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

Net Profit after Exceptional Items 2,307.5 1,574.1

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

Available for appropriation 9,290.9 7,679.6

Which your Directors have appropriated as follows:

Interim Dividend (paid in August 2010) 92.1 80.6

Provision for Final Dividend 529.7 380.0

Provision for Special One-time Dividend 644.9 -

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

Transferto General Reserve 230.8 157.4

Balance carried to Balance Sheet 7,584.5 6,983.4

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

Dividend

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORATE

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

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

CORPORATE GOVERNANCE

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

DIRECTORSRESPONSIBILITY STATEMENT

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

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

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

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

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

AUDITORS

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

By Authority of the Board

DR.VIJAYMALLYA

CHAIRMAN Mumbai, 16th February 2011


Dec 31, 2009

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

FINANCIAL RESULTS

Rs. in Million 2009 2008

Net Sales 9,744.0 9,832.7

Other Income 1,111.0 925.6

Profit before Tax 2,414.6 2,595.4

Provision for Taxation 840.5 933.4

Profit after Tax 1,574.1 1,662.0

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

Available for appropriation 7,679.6 6,702.8

Which your Directors have appropriated as follows :

To Interim Dividend (paid in August 2009) 80.6 80.6

To Provision for Final Dividend 380.0 287.9

To Tax on Interim and proposed Final Dividend 78.2 62.6

To General Reserve 157.4 166.2

Balance carried to Balance Sheet 6,983.4 6,105.5

Dividend

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORATE

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

CORPORATE GOVERNANCE

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

AUDITORS

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

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

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