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Notes to Accounts of Sanofi India Ltd.

Dec 31, 2022

Terms and conditions of transactions with related parties

The sales, services and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. For the year ended December 31, 2022, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (December 31, 2021: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

1) Loan given to Sanofi Healthcare India Private Limited. The rate of interest was 7.5% till April 14, 2021 and 5.5% from April 15, 2021 to April 14, 2022, and then 5.55% till July 25, 2022. Maximum balance outstanding during the year C 4,450 Million (December 31, 2021: C 4,450 Million) from Sanofi Healthcare India Private Limited. The said loan has been proposed to be utilized by Sanofi Healthcare India Private Limited for business purpose and was fully recovered during the current year. The Maturity date of the loan was April 15, 2023.

The Loan was given against corporate guarantee by Sanofi S.A. France. Guarantee is valid till April 15, 2023.

2) Given as per the Company''s policies for employees. These are interest free loan and repayable in 12 month equal installments.

41. Share Based Payments

Restricted Stock Units (RSU''s)

The Company does not provide any equity based compensation to its employees. However, the ultimate holding company, Sanofi SA, France (“the grantor”) maintains equity incentive plans that provide for award of restricted share plans to certain employees of the

Company. The terms of those plans make the award contingent on the attainment of certain performance criteria which are considered to be defined grants. The vesting period of such plans is either three or four years.

The fair value of an equity instrument granted under a plan is the market price of the share at the grant date, adjusted for expected dividends during the vesting period.

Defined Benefit Plans

I) Other long term employee benefits (Refer Note 2.3 (xvi)(II))

Compensated absences (included as a part of salaries and wages in Note 31 - Employee benefits expense)

All eligible employees can carry forward and avail / encash leave as per Company’s rules.

Long Service Award (included as a part of salaries and wages in Note 31 - Employee benefits expense)

Under this scheme, long service benefits accrues to the employees, while in service and is payable upon completion of stipulated services with the Company.

II) Post employment employee benefits plans (Refer Note 2.3 (xvi)(III))

A. Gratuity

Gratuity is payable to all eligible employees of the Company on superannuation, death and permanent disablement in terms of provisions of the Payment of Gratuity Act or as per the Company''s Scheme whichever is more beneficial. Benefit would be paid

at the time of separation based on the last drawn base salary.

B. Pension plan

Under the Company''s Pension scheme, certain executives are eligible for fixed pension for five years, depending on their level at the time of retirement on superannuation, death or early retirement with the consent of the Company.

In above cases, the Company’s liability is actuarially determined (using the Projected unit credit method) at the end of each year. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity and Pension plan and the amounts recognised in the Company’s financial statements as at the Balance Sheet date:

42. Employee Benefits

Defined Contribution Plans (Refer Note 2.3 (xvi)(III))

The Company makes contributions towards provident fund (Nepal), superannuation fund and pension scheme to a defined contribution retirement benefit plan for qualifying employees. The superannuation fund is administered by the Life Insurance Corporation of India (LIC). Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

Notes:

1) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion, and other relevant factors, such as supply and demand in the employment market.

2) The discount rate is based on the prevailing market yields of Indian Government securities as at the Balance sheet date for the estimated term of the obligation.

viii) Risk exposure:

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Investment risk: If future investment returns on assets are lower than assumed in valuation, the scheme’s assets will be lower and the funding level higher than expected.

Changes in bond yields: A decrease in yields will increase plan liabilities, although this will be partially

offset by an increase in the value of the plans’ bond holdings.

Longevity risk: If improvements in life expectancy are greater than assumed, the cost of benefits will increase because pensions are paid for longer period than expected. This will mean the funding level will be higher than expected.

Inflation risk: If inflation is greater than assumed, the cost of benefits will increase as pension increases and deferred revaluations are linked to inflation.

C. Provident Fund (other than Nepal)

The Company manages the provident fund through a Provident Fund Trust for its employees (except Staff and Workmen at Nepal unit) which are permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952. Eligible employees receive benefits from the said Provident Fund. Both the employees and the Company make monthly contributions to the Provident Fund Trust equal to a specified percentage of the covered employee’s salary. The minimum interest rate payable by the Trust to the beneficiaries every year is being notified by the Government of India. The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate. The Board of Trustees administers the

contributions made by the Company to the schemes and also defines the investment strategy.

The Company has an obligation to service the shortfall on account of interest generated by the fund and on maturity of fund investments and hence the same has been classified as Defined Benefit Plan in accordance with Ind AS 19 “Employee Benefits”. As per the Guidance Note from the Actuarial Society of India, the Company has obtained the actuarial valuation of principal loss and interest rate obligation in respect of Provident Fund as at December 31, 2022 and based on the same Loss of C 6 million (Previous Year C 39 million) on account of re-measurement of fair value of plan assets and on account of interest shortfall is recognised in Other Comprehensive Income.

Note: Figures in brackets are for the previous year.

1. Provision for indirect taxes represents differential excise duty, GST, sales tax and service tax in respect of which the claims are pending before various authorities for a considerable period of time and based on management’s estimate of claims provision is made on prudent basis that possible outflow of resources may arise in future.

2. Provision for sales returns are on account of expected date expiry and breakages returns based on historical trends.

3. In respect of Provision for DPCO matters, based on the management assessment, the likelihood of any additional outflow is considered as remote.

4. Other provisions on prudent basis are towards possible outflow of resources in respect of legal cases pending against the Company or in respect of contractual obligations of the Company.

44. Derivative Instruments and Un-hedged Foreign Currency Exposure:

There are no derivative instrument as at Balance Sheet date

45. (a) Consequent upon the decision of the Supreme

Court in the matter of prices of certain bulk drugs fixed by the Government of India under the Drug (Prices Control) Order, 1979, the Company paid an amount of C 31 Million in 1988 being the liability determined by the Special Team appointed by the Government. However, during 1990, fresh demands aggregating to C 781 Million alleged to be payable into the Drug Prices Equalisation Account (DPEA) were made by the Government on account of alleged unintended benefit enjoyed by the Company. The Government has also made certain claims for applicable interest. On a Writ Petition filed by the Company in 1991, the Bombay High Court passed an order whereby the demands were to be treated as show cause notices. The High Court directed the Company and the Government to furnish relevant data to each other based on which the Government was to rework the figures. The Government did not furnish the requisite data to the Company. In 1995, a further demand of C 80 Million was made by the Government.

In the meantime, a Committee was constituted by the Government to determine the liabilities of the Drug Companies. The Company filed written submissions with the Committee and contended during the personal hearing that in the absence of the Government furnishing the requisite data as directed by the Bombay High Court, the Company

was not in a position to make an effectual presentation before the Committee.

In January 1999, the Company filed an Application before the Bombay High Court seeking directions to the Government to furnish the requisite data. The Application is pending.

In the meantime, the Committee has deferred further hearing of the Company’s case, until the Application is heard and decided by the Bombay High Court. In any event, the Company is contesting the above demand.

(b) National Pharmaceutical Pricing Authority

(NPPA) had raised demands on the Company for alleged overcharging of some of its products. The Company had contested the demands by filing writ petitions in the Delhi High Court. The Hon’ble Delhi High Court vide order dated May 16, 2019, without expressing any opinion on the matter, set aside the demands raised and the matter was remanded back to NPPA for considering them afresh in accordance with law.

As a matter of abundant precaution, an amount of C 162 million which had been provided in the books of account in earlier years has been retained. The Company will continue to assess any further developments in this matter.

Based on the management assessment, the likelihood of any additional outflow is considered as remote in respect of above (a) and (b) matters.

48. a) 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.

Pursuant to the agreement dated December 1, 2021 with Encube Ethicals Private Limited, the transaction concluded on January 31, 2022 after fulfillment of the underlying conditions and the Company has received the full consideration of C 1,369 million including working capital adjustments and consequently, the Company had accounted for a gain of C 1,181 million from sale of this business after working capital adjustment and transaction costs. This has been disclosed as an exceptional item.

b) Exceptional Item for the current year also includes profit on sale of a property amounting to C 320 Million and separation cost relating to the sales force management amounting to C 181 Million.

49. During the year ended December 31, 2021, the Board of Directors of the Company at its meeting held on July 27, 2021 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 a consideration of C 5,870 million including debt like obligations, subject to customary working capital adjustments. The transaction was closed on September 30, 2021. Subsequent to the closing, the final consideration of C 5,860 million (after working capital adjustments) was received in full and during the year ended December 31, 2021, the Company had accounted for gain of C 4,892 million (comprising debt like obligation taken over by the purchaser C 196 million, intangible assets adjusted C 827 million and transaction costs C 337 million), which has been disclosed as an exceptional item in the previous year.

51. Financial risk management

The Company''s activities expose it to variety of financial risks namely market risk, credit risk and liquidity risk. The Company has various financial assets such as deposits, trade and other receivables and cash and bank balances directly related to their business operations. The Company''s principal financial liabilities comprise of trade and other payables. The Company''s senior management''s focus is to foresee the unpredictability and minimize potential adverse effects on the Company''s financial performance. The Company''s overall risk management procedures to minimise the potential adverse effects of financial market on the Company''s performance are as follows:

The Company’s Board of Directors have overall responsibility for the establishment and oversight of the Company’s risk management framework.

The Company’s risk management is carried out by the management in consultation with the Board of Directors. The Board provides principles for overall risk management, as well as policies covering specific risk areas.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

(A) Management of Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and from its financing activities including deposits with banks and other financial instruments. The Company establishes an impairment allowance

based on expected credit loss model that represents its estimate of incurred losses in respect of trade and other receivables.

(i) Trade and other receivables

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to C 1,291 million as at December 31,

2022 (December 31, 2021 - C 1,429 million). Trade receivables are typically unsecured and are derived from revenue earned from customers located in India as well as outside India.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry, the country and the state in which the customer operates, also has an influence on credit risk assessment. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. Further, significant sales of the Company are against advance payment/collection on delivery terms.

The management continuously monitors the credit exposure towards the customers outstanding at the end of each reporting period to determine incurred and expected credit losses.

Fair value of financial assets/liabilities measured at amortised cost

The carrying amounts of trade receivables, cash and cash equivalents, other bank balances, loans, other financial assets, trade payables, other financial liabilities are considered to be the same as their fair values, as they are current in nature.

The categories used are as follows:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Considering that all significant inputs required to fair value such instruments are observable, these are included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The management believes that no further provision is necessary in respect of trade receivables based on historical trends of these customers.

Concentration of credit risk arises when counter parties are engaged in similar business activities or have similar economic features that would cause the ability to meet contractual obligations to be similarly affected by changes in economical, political or other conditions. Concentration of credit risk indicate the relative sensitivity of the Company''s performance to developments affecting a particular industry. The Company''s exposure to customers is diversified and no

single customer has significant contribution to trade receivable balances.

(ii) Cash and cash equivalents and bank balances

The Company held cash and cash equivalents of C 10,049 million as at December 31, 2022 (December 31, 2021: C 15,380 million) and other bank balances of C 120 million (December 31, 2021: C 123 million). Credit risk on cash and cash equivalents is limited as these are generally held or invested in deposits with banks and financial institutions with good credit ratings.

(iii) Loans

Outstanding loan given to its fellow subsidiary amounting to C Nil as at December 31, 2022 (December 31, 2021: C 4,450 million). This loan has been given against the corporate guarantee by group Company i.e. Sanofi S.A.

The Company''s maximum exposure to credit risk as at December 31, 2022 and December 31, 2021 is the carrying value of each class of Financial Assets.

(B) Liquidity Risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s approach in managing

liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.

The Company maintained a cautious liquidity strategy, with a positive cash balance throughout the year ended December 31, 2022 and December 31, 2021. Cash Flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis.

The following table shows the maturity analysis of the Company’s all non- derivative, contractual financial liabilities based on agreed undiscounted cash flows along with its carrying value as at the Balance Sheet date.

(C) Management of Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks namely interest rate risk, currency risk and other price risk, such as commodity risk. The Company is not exposed to interest rate risk and other price risk whereas the exposure to currency risk is given below:

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) Relationship with struck off companies

The following table depicts the details of balances outstanding in respect of transactions undertaken with a company struck-off under section 248 of the Companies Act, 2013.

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(vii) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the

Intermediary shall:

a. directly or indirectly lend or invest in other person(s) or entity(ies) identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other person(s) or entity(ies) identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries


52. Capital management

(a) Risk management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity share holders of the Company. The primary objective of the Company''s capital management is to safeguard the Company''s ability to remain as a going concern and maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic

53. Additional Regulatory Information required by Schedule III

(i) Details of benami property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) Borrowing secured against current assets

The Company has no borrowings from banks and financial insitutions on the basis of security of current assets.

conditions, annual operating plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The current capital structure of the Company is equity based with no financing through borrowings. The Company is not subject to any externally imposed capital requirement.

No changes were made in the objectives, policies or processes for managing capital during the year ended December 31, 2022 and December 31, 2021.

: (viii)Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

Other Regulatory Information

(i) Title deeds of immovable properties not held in name of the Company

All the title deeds of immovable properties are held in the name of Company .

(ii) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

(iii) Utilisation of borrowings availed from banks and financials institutions

The Company has no borrowings from banks and financial institutions. Hence this disclosure clause is not applicable

Notes:

1. Working Capital= Current Asset-Current Liability

2. EBIT Profit before Interest and tax

3. Debt to Equity ratio and Debt service coverage ratio is not applicable as there are no debts

4. Net Profit includes exceptional items and excludes Other Comprehensive Income.

56. Previous year comparative figures have been regrouped wherever necessary.


Dec 31, 2018

4. Significant Judgments and Estimates

The preparation of the Company''s financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the reported amount of assets, liabilities, revenue, expenses, and the accompanying disclosures and the disclosures of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances existing when financial statements were prepared. These estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognized in the year in which the estimates are revised and in any future year affected.

Estimates and Assumptions

The key assumptions concerning the future and other key sources of estimation at the reporting date, which may cause material adjustment to the carrying amounts of assets and liabilities within the next financial year. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

The areas involving critical estimates and judgments are:

- Useful lives of Property, plant and equipment and intangibles [Refer Note 2.3 (xiii) and (xiv)]

- Measurement of defined benefit obligations (Refer Note 41)

- Provision for inventories (Refer Note 12)

- Measurement and likelihood of occurrence of provisions and contingencies (Refer Notes 22, 38 and 46)

- Impairment of Goodwill [Refer Note 6(a)]

- Impairment of trade receivables (Refer Note 13)

6 (b) - Intangible assets under development

Intangible assets under development of '' 47 million (December 31, 2017 '' 57 million) mainly comprises of software and product development.

Note:

Impairment testing for goodwill:

The shareholders of the Company had approved the Scheme of Amalgamation (''Scheme'') between the Company and erstwhile Universal Medicare Private Limited ("UMPL") with an appointed date of November 2011 whereby all the assets and liabilities of "UMPL" which were transferred to and vested in the Company were recorded at their fair values from the appointed date. The goodwill pertains to the excess of purchase consideration over the fair values of the net assets taken over from "UMPL".

The Company tests goodwill for impairment on an annual basis. The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require the use of assumptions. The cash flow projections are based on five years financial budgets approved by management.

The projection covers a period of five years, as we believe this to be the most appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final year cash flows. The growth rates used to estimate future performance are based on the conservative estimates from past performance.

The values assigned to the key assumptions represent management''s assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources.

The management believes that any reasonable possible change in the key assumptions would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash- generating unit.

35 Operating Segment

The operations of the Company are limited to one segment viz. Pharmaceutical and related products. The products being sold under this segment are of similar nature and comprises of pharmaceutical products only.

Operating segments are defined as components of an company for which discrete financial information is available that is evaluated regularly by Chief Operating Decision Maker ("CODM"), in deciding how to allocate resources and assessing performance.

Information about major customers

One single external customer (from entities under common control) represented 10% or more of the Company''s total revenue during the year ended December 31, 2018 amounting to ? 9,185 million (December 31,2017: ? 7,655 million).

36 Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) is '' 223 Million (December 31, 2017: '' 226 Million).

39 Related Party Disclosures

i. Parties where control exists:

a) Sanofi S.A. France, ultimate holding Company

b) Hoechst GmbH, Germany, holding Company

ii. Other related parties in Sanofi Group where comon control exists and with whom transactions have taken place during the year.

Sanofi-Aventis Singapore Pte. Limited Francopia S.A.R.L.

Sanofi-Aventis Deutschland GmbH Sanofi-Aventis Groupe S.A.

Sanofi Lanka Limited

Sanofi Chimie S.A

Sanofi Pasteur India Private Limited

Sanofi-Synthelabo (India) Private Limited

Sanofi Winthrop Industrie S.A.

Sanofi-Aventis Pakistan Limited

Sanofi-Aventis Recherche et Developpement S.A.*

Sanofi-Aventis Spa

Shantha Biotechnics Private Limited

Zentiva S.A. (till the closure of business hours of September 30, 2018)

Sanofi-Aventis Farmaseutical Limited*

Sanofi India Limited Provident Fund

* No transaction during the year

iii. Key management personnel of the Company for the year

Mr. Rajaram Narayanan- Managing Director (w.e.f. January 01, 2018) and (Whole Time Director till the

closure of business hours of December 31, 2017)

Dr. Shailesh Ayyangar - Managing Director (till the closure of business hours of December 31, 2017) and

(Non Executive Director w.e.f. January 01, 2018)

Mr. Ashwani Sood - Whole Time Director

Mr. Lionel Guerin - Whole Time Director and CFO (till the closure of business hours of June 30, 2018)

Mr. Charles Billard* - Whole Time Director and CFO (CFO w.e.f. July 1, 2018) and

(Whole Time Director w.e.f. July 25, 2018)

Mr. Girish Tekchandani - Company Secretary

*The Board of Directors at its meeting held on May 8, 2018, appointed Mr. Charles Billard as Chief Financial Officer of the Company with effect from July 1, 2018. The Board of Directors at its meeting held on July 25, 2018, subject to approval of members and Central Government also 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 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 Companies Act, 2013, the Company made an application to the Central Government for this appointment on November 21, 2018. The Central Government vide its letter dated February 4, 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.

* denotes figure less than a million

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. For the year ended 31 December 2018, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (December 31, 2017: NiL). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

#Loans given to Shantha Biotechnics Private Limited at the rate of interest of 9.5% p.a.

Maximum balance outstanding during the year '' 4,450 Million (December 31, 2017 : '' 4,000 Million).

The said loans have been proposed to be utilized by Shantha Biotechnics Private Limited for business purpose.

The loans have been given against corporate guarantee by Sanofi S.A. (Ultimate Holding Company. The Maturity Date of same is 15th April 2020).

*Loans given to Sanofi Pasteur India Private Limited at the rate of interest of 9.5% p.a.

Maximum balance outstanding during the year '' 600 Million (December 31, 2017 : NiL)

The said loans have been proposed to be utilized by Sanofi Pasteur India Private Limited for business purpose.

The loans have been given against corporate guarantee by Sanofi S.A. (Ultimate Holding Company. The Maturity Date of same is 15th April 2020).

**Given as per the Company''s policies for employees.

40 Share Based Payments

Restricted Stock Units (RSU''s)

The Company does not provide any equity based compensation to its employees. However, the ultimate holding company, Sanofi SA, France ("the grantor") maintains equity incentive plans that provide for award of restricted share plans to certain employees of the Company. The terms of those plans make the award contingent on the attainment of certain performance criteria which are defined grants. The vesting period of such plans is either three or four years.

The fair value of an equity instrument granted under a plan is the market price of the share at the grant date, adjusted for expected dividends during the vesting period.

41 Employee Benefits Defined Contribution Plans

The Company makes contributions towards provident fund (Ankleshwar and Nepal), superannuation fund and pension scheme to a defined contribution retirement benefit plan for qualifying employees. The superannuation fund is administered by the Life Insurance Corporation of India (LIC). Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

The Company has recognized the following amounts in the statement of Profit and Loss for the year:

Defined Benefit Plans

I) Other long term employee benefits

Compensated absences (included as a part of salaries and wages in Note 30 - Employee benefits)

All eligible employees can carry forward and avail / encash leave as per Company''s rules.

Long Service Award (included as a part of salaries and wages in Note 30 - Employee benefits)

Under this scheme, long service benefits accrues to the employees, while in service and is payable upon completion of stipulated services with the Company.

II) Post employment employee benefits plans

A. Gratuity

Gratuity is payable to all eligible employees of the Company on superannuation, death and permanent disablement in terms of provisions of the Payment of Gratuity Act or as per the Company''s Scheme whichever is more beneficial. Benefit would be paid at the time of separation based on the last drawn base salary.

B. Pension plan

Under the Company''s Pension scheme, certain executives are eligible for fixed pension for five years, depending on their level at the time of retirement on superannuation, death or early retirement with the consent of the Company.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity and pension plan. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity and Pension plan and the amounts recognized in the Company''s financial statements as at the Balance Sheet date:

Notes:

1) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion, and other relevant factors, such as supply and demand in the employment market.

2) The discount rate is based on the prevailing market yields of Indian Government securities as at the Balance sheet date for the estimated term of the obligation.

viii) Risk exposure :

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below :

Investment risk: If future investment returns on assets are lower than assumed in valuation, the scheme''s assets will be lower and the funding level higher than expected.

Changes in bond yields: A decrease in yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans'' bond holdings.

Longevity risk: If improvements in life expectancy are greater than assumed, the cost of benefits will increase because pensions are paid for longer period than expected. This will mean the funding level will be higher than expected.

Inflation risk: If inflation is greater than assumed, the cost of benefits will increase as pension increases and deferred revaluations are linked to inflation.

*Fund is Managed by LIC as per IRDA guidelines, category-wise composition of the plan assets is not available.

C. Provident Fund (other than Ankleshwar and Nepal)

The Company manages the provident fund through a Provident Fund Trust for its employees (except Staff and Workmen at Ankleshwar and Nepal unit) which are permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952. Eligible employees receive benefits from the said Provident Fund. Both the employees and the Company make monthly contributions to the Provident Fund Trust equal to a specified percentage of the covered employee''s salary. The minimum interest rate payable by the Trust to the beneficiaries every year is being notified by the Government of India. The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate. The Board of Trustees administers the contributions made by the Company to the schemes and also defines the investment strategy.

The Company has an obligation to service the shortfall on account of interest generated by the fund and on maturity of fund investments and hence the same has been classified as Defined Benefit Plan in accordance with Ind AS 19 "Employee Benefits". As per the Guidance Note from the Actuarial Society of India, the Company has obtained the actuarial valuation of interest rate obligation in respect of Provident Fund as at December 31, 2018 and based on the same, there is no shortfall towards interest rate obligation.

#Cars are obtained on operating lease for a period of five years. There are no restrictions imposed by lease arrangements. There are no subleases.

Note: Figures in brackets are for the previous year.

1. Provision for indirect taxes represents differential excise duty, sales tax, customs duty and service tax in respect of which the claims are pending before various authorities for a considerable period of time and based on management''s estimate of claims provision is made on prudent basis that possible outflow of resources may arise in future.

2. Provision for sales returns are on account of expected date expiry and breakages returns based on historical trends.

3. Other provisions on prudent basis are towards possible outflow of resources in respect of legal cases pending against the Company or in respect of contractual obligations of the Company.

* denotes figure less than a million

46 (a) Consequent upon the decision of the Supreme Court in the matter of prices of certain bulk drugs fixed by the Government of India under the Drug (Prices Control) Order, 1979, the Company paid an amount of '' 31 Million in 1988 being the liability determined by the Special Team appointed by the Government. However, during 1990, fresh demands aggregating to '' 781 Million alleged to be payable into the Drug Prices Equalization Account (DPEA) were made by the Government on account of alleged unintended benefit enjoyed by the Company. The Government has also made certain claims for applicable interest. On a Writ Petition filed by the Company in 1991, the Bombay High Court passed an order whereby the demands were to be treated as show cause notices. The High Court directed the Company and the Government to furnish relevant data to each other based on which the Government was to rework the figures. The Government did not furnish the requisite data to the Company. In 1995, a further demand of '' 80 Million was made by the Government.

In the meantime, a Committee was constituted by the Government to determine the liabilities of the Drug Companies. The Company filed written submissions with the Committee and contended during the personal hearing that in the absence of the Government furnishing the requisite data as directed by the Bombay High Court, the Company was not in a position to make an effectual presentation before the Committee.

In January 1999, the Company filed an Application before the Bombay High Court seeking directions to the Government to furnish the requisite data. The Application is pending. In the meantime, the Committee has deferred further hearing of the Company''s case, until the Application is heard and decided by the Bombay High Court. In any event, the Company is contesting the above demand.

(b) National Pharmaceutical Pricing Authority (NPPA) has raised demands on the Company for alleged overcharging on some of its products. The Company has contested the demands by filing writ petitions in the Delhi High Court. The Hon''ble High Court has issued notice in those matters and restrained NPPA from taking any coercive action in respect of the demands. However, as a matter of abundant precaution, an amount of '' 162 million has been provided in the books of account during the year ended December 2017.

47 Micro and Small Enterprises

The Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

*For investment in equity instrument made in Narmada Clean Tech Limited (formerly known as Bharuch Eco-Acqua Infrastructure Limited), the cost (i.e. carrying value) represents the best estimate of fair value considering the nature of the investment.

There have been no transfers of amount between Level 1, Level 2 and Level 3 during the year.

Fair value of financial assets / liabilities measured at Amortized cost

The carrying amounts of trade receivables, cash and cash equivalents, other bank balances, current loans, other financial assets, trade payables, other financial inabilities are considered to be the same as their fair values, as they are current in nature.

The categories used are as follows :

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. Considering that all significant inputs required to fair value such instruments are observable, these are included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

50 Financial risk management

The Company''s activities expose it to variety of financial risks namely market risk, credit risk and liquidity risk. The Company has various financial assets such as deposits, trade and other receivables and cash and bank balances directly related to their business operations. The Company''s principal financial liabilities comprise of trade and other payables. The Company''s senior management''s focus is to foresee the unpredictability and minimize potential adverse effects on the Company''s financial performance. The Company''s overall risk management procedures to minimize the potential adverse effects of financial market on the Company''s performance are as follows :

The Company''s Board of Directors have overall responsibility for the establishment and oversight of the Company''s risk management framework.

The Company''s risk management is carried out by the management in consultation with the Board of Directors. The Board provides principles for overall risk management, as well as policies covering specific risk areas.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

(A) Management of Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and from its financing activities including deposits with banks and other financial instruments. The Company establishes an impairment allowance based on expected credit loss model that represents its estimate of incurred losses in respect of trade and other receivables.

(i) Trade and other receivables

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs, 1,584 million as at December 31, 2018 (December 31, 2017 - Rs, 1,951 million). Trade receivables are typically unsecured and are derived from revenue earned from customers located in India as well as outside India.

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry, the country and the state in which the customer operates, also has an influence on credit risk assessment. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. Further, significant sales of the Company are against advance payment/collection on delivery terms.

The management continuously monitors the credit exposure towards the customers outstanding at the end of each reporting period to determine incurred and expected credit losses.

Concentration of credit risk arises when counter parties are engaged in similar business activities or have similar economic features that would cause the ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentration of credit risk indicate the relative sensitivity of the Company''s performance to developments affecting a particular industry. The Company''s exposure to customers is diversified and no single customer has significant contribution to trade receivable balances.

(ii) Cash and cash equivalents and bank balances

The Company held cash and cash equivalents of Rs, 8,251 million as at December 31, 2018 (December 31, 2017 : Rs, 7,215 million) and other bank balances of Rs, 68 million (December 31, 2017 : Rs, 84 mllio

Credit risk on cash and cash equivalents is limited as these are generally held or invested in deposits with banks and financial institutions with good credit ratings.

(iii) Loans

The Company has given loans to its fellow subsidiaries amounting to Rs, 4,950 million (December 31, 2017: Rs, 4,000 million). These loans are guaranteed by group Company i.e. Sanofi S.A.

The Company''s maximum exposure to credit risk as at December 31, 2018 and December 31, 2017 is the carrying value of each class of Financial Assets.

(B) Liquidity Risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company''s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.

The Company maintained a cautious liquidity strategy, with a positive cash balance throughout the year ended December 31, 2018 and December 31, 2017. Cash Flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis.

The following table shows the maturity analysis of the Company''s all non- derivative, contractual financial liabilities based on agreed undiscounted cash flows along with its carrying value as at the Balance Sheet date.

(C) Management of Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks namely interest rate risk, currency risk and other price risk, such as commodity risk. The Company is not exposed to interest rate risk and other price risk whereas the exposure to currency risk is given below :

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates and arises where transactions are done in foreign currencies. It arises mainly where receivables and payables exist due to transactions entered in foreign currencies. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies including use of derivatives like foreign exchange forward contracts to hedge foreign currency risk (Refer Note 45). The Company does not enter into financial instrument transactions for trading or speculative purposes. The Company''s exposure to foreign currency risk at the end of reporting periods in '' as follows :

1 Capital management (a) Risk management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company''s capital management is to safeguard the Company''s ability to remain as a going concern and maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The current capital structure of the Company is equity based with no financing through borrowings. The Company is not subject to any externally imposed capital requirement. No changes were made in the objectives, policies or processes for managing capital during the year ended December 31, 2018 and December 31, 2017.

2 Previous year comparative figures have been regrouped wherever necessary.


Dec 31, 2016

1. Shares held by holding and ultimate holding company 13,904,722 (2015 : 13,904,722) equity shares of Rs. 10 each fully paid are held by Hoechst GmbH, Germany, holding company and 4,865 (2015 : 4,865) equity shares of Rs. 10 each fully paid are held by Sanofi S.A., France ultimate holding company

2. Terms/rights attached to equity shares

The Company has only one class of equity shares having a face value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 December 2016, the amount of per share dividend (including interim dividend of Rs. 18 (December 2015 : Rs. 18)) recognized as distributions to equity shareholders was Rs. 68 (December 2015 : Rs. 65).

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholder.

3. The tax year for the Company being the year ending March 31, the provision for taxation for the year is the aggregate of the provision made for the three months ended March 31, 2016 and the provision based on the profit for the remaining nine months up to December 31, 2016, the ultimate liability of which will be determined on the basis of the profit for the tax year April 1, 2016 to March 31, 2017.

4. Balance with customs and excise authorities includes excise and CENVAT deposit Rs.12 million (2015: Rs. 35 million) with toll manufacturers.

5. Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 103 million (2015: Rs. 190 million).

6. Operating leases:

Future lease commitments in respect of non-cancellable operating leases: Where Company is the lessee:

7. Provision for indirect taxes represents differential excise duty, sales tax, custom duty and service tax in respect of which the claims are pending before various authorities for a considerable period of time and based on management''s estimate of claims provision is made on prudent basis that possible outflow of resources may arise in future.

8. Provision for sales returns are on account of expected date expiry and breakages returns based on historical trends.

9. Other provisions on prudent basis are towards possible outflow of resources in respect of legal cases pending against the Company or in respect of contractual obligations of the Company.

10. Micro and Small Enterprises

The Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

11. Consequent upon the decision of the Supreme Court in the matter of prices of certain bulk drugs fixed by the Government of India under the Drug (Prices Control) Order, 1979, the Company paid an amount of Rs. 31 million in 1988 being the liability determined by the Special Team appointed by the Government. However, during 1990, fresh demands aggregating to Rs. 781 million alleged to be payable into the Drug Prices Equalization Account (DPEA) were made by the Government on account of alleged unintended benefit enjoyed by the Company. The Government has also made certain claims for applicable interest. On a Writ Petition filed by the Company in 1991, the Bombay High Court passed an order whereby the demands were to be treated as show cause notices. The High Court directed the Company and the Government to furnish relevant data to each other based on which the Government was to rework the figures. The Government did not furnish the requisite data to the Company. In 1995, a further demand of Rs. 80 million was made by the Government.

In the meantime, a Committee was constituted by the Government to determine the liabilities of the Drug Companies. The Company filed written submissions with the Committee and contended during the personal hearing that in the absence of the Government furnishing the requisite data as directed by the Bombay High Court, the Company was not in a position to make an effectual presentation before the Committee.

In January 1999, the Company filed an Application before the Bombay High Court seeking directions to the Government to furnish the requisite data. The Application is pending. In the meantime, the Committee has deferred further hearing of the Company''s case, until the Application is heard and decided by the Bombay High Court. In any event, the Company is contesting the above demand.

12. The Management has done a review of the useful life of asset held. Consequently, the useful life of a nutraceutical brand acquired in 2011 has been revised from 10 years to 5 years. As a result, amortization expenditure for the year ended December 31, 2016 has increased by 116 million.

13. Disclosure on Corporate Social Responsibility as provisions of section 135 of the Companies Act, 2013

14. Gross amount required to be spent by the company during the year was Rs. 71 million

15. Details of amount spent during the year (included in note 24: Other Expenses) (Rs. in millions)

16. During January 2015, Company has sold one floor of Hoechst House building for a consideration of Rs. 258 million and accounted net gain of Rs. 159 million (net of tax of Rs. 85 million). Further during November 2015, Company has sold Aventis House for a consideration of Rs. 1,110 million and accounted net gain of Rs. 679 million (net of tax of Rs 359 million). The net gain arising from the sale of these assets has been indicated in exceptional item in statement of profit and loss for the year.

17. Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification.


Dec 31, 2014

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified and the relevant provisions of the Companies Act, 1956, read with General Circular 8/2014 dated 8 April 2014, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013. The financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which revaluation was carried out.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

2. The tax year for the Company being the year ending March 31, the provision for taxation for the year is the aggregate of the provision made for the three months ended March 31,2014 and the provision based on the profit for the remaining nine months up to December31,2014, the ultimate liability of which will be determined on the basis of the profit for the tax year April 1,2014 toMarch31,2015.

3 Balance with customs and excise authorities includes excise and CENVAT deposit Rs. 525 Lacs (2013 : Rs. 293 Lacs) with toll manufacturers.

4 Other commitments:

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 13,142 Lacs(2013: Rs. 14,844 Lacs).

5 Contingent Liabilities:

Particulars Dec 14 Dec 13 Rupees Lacs Rupees Lacs

Tax demands in respect of which*

Tax authorities have appealed against Income tax orders 3,476 6,162 which were ruled in favour of the Company

Company''s appeals are pending before appropriate authorities/ 8,348 8,613 the Company is in process of filing an appeal with appropriate authorities

* Contingent liabilities in respect of pending tax assessments in relation to similar matters are not determinable and hence not disclosed.

6 Related parties:

i. Parties where control exists:

a) Hoechst GmbH, Germany, holding Company (holds 60.38% of the equity share capital as at December 31, 2014)

b) Sanofi S.A., France, ultimate holding Company

vii) Basis used to determine expected rate of return on assets

Expected rate of return on investments is determined based on the assessment made by the Company at the beginning of the year on the return expected on its existing portfolio since these are generally held to maturity, along with the estimated incremental investments to be made during the year.

viii) General descriptions of significant defined Plans Gratuity Plan

Gratuity is payable to all eligible employees of the Company on superannuation, death and permanent disablement in terms of provisions of the Payment of Gratuity Act or as per the Company''s Scheme whichever is more beneficial. Benefit would be paid atthe time of separation based on the last drawn base salary Pension Plan

Under the Company''s Pension scheme, certain executives are eligible for fixed pension for five years, depending on their level atthe time of retirement on superannuation, death or early retirement with the consent of the Company.

Provident Fund

The Company manages the provident fund through a Provident Fund Trust for its employees (except Staff and Workmen at Ankleshwar, Nepal unit) which are permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952. The Plan envisages contribution by employer and employees and guarantees interest at the rate notified by the Provident Fund Authority. The contribution by employer and employee, together with interest, are payable at the time of separation from service or retirement.

7 Operating leases:

Future lease commitments in respect of non-cancellable operating leases:

*Cars are obtained on operating lease. The lease is for a period of five years for cars and one fo fhree years for premises and fhere is no provision for renewal. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases.

8 Consequent upon the decision of the Supreme Court in the matter of prices of certain bulk drugs fixed by fhe Government of India under the Drug (Prices Control) Order, 1979, the Company paid an amount of Rs. 312 lacs in 1988 being the liability determined by the Special Team appointed by the Government. However, during 1990, fresh demands aggregating to Rs. 7,810 lacs alleged to be payable into the Drug Prices Equalisation Account (DPEA) were made by the Government on account of alleged unintended benefit enjoyed by the Company. The Government has also made certain claims for applicable interest. On a Writ Petition filed by the Company in 1991, the Bombay High Court passed an order whereby the demands were to be treated as show cause notices. The High Court directed the Company and the Government to furnish relevant data to each other based on which the Government was to rework the figures. The Government did not furnish the requisite data to the Company. In 1995, a furtherdemand of Rs. 795 lacs was made by the Government.

In the meantime, a Committee was constituted by the Government to determine the liabilities of the Drug Companies. The Company filed written submissions with the Committee and contended during the personal hearing that in the absence of the Government furnishing the requisite data as directed by the Bombay High Court, the Company was notin a position to make an effectual presentation before the Committee.

In January 1999, the Company filed an Application before the Bombay High Court seeking directions to the Government to furnish the requisite data. The Application is pending. In the meantime, the Committee has deferred further hearing of the Company''s case, until the Application is heard and decided by the Bombay High Court. In any event, the Company is contesting the above demand.

9 The Board of Directors of the Company had approved, in November 2014, sale of the commercial premises comprising five floors owned by the Company in a building called Hoechsf House in Nariman Point, Mumbai for a total consideration of Rs. 13,426 lacs. The transaction for sale of four floors was completed during the quarter ended December 31, 2014 and the transaction for the remaining one floor was completed in January 2015. The net profit of Rs. 6,656 lacs (net of tax Rs. 3,427 lacs) arising from the sale of four floors has been indicated in Exceptional item in statement of profit and loss for the year.

10 Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification.


Dec 31, 2013

1. The tax year for the Company being the year ending March 31, the provision for taxation for the year is the aggregate of the provision made for the three months ended March 31, 201 3 and the provision based on the profit for the remaining nine months up to December 31, 2013, the ultimate liability of which will be determined on the basis of the profit for the tax year April 1, 2013 to March 31,2014.

2. Balance with customs and excise authorities includes excise and convert deposit Rs.293 Lacs (2012: Rs. 230 Lacs) with toll manufacturers.

3 Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 14,844 Lacs (2012: Rs. 2,388 Lacs).

4. Contingent Liabilities and commitments:

Dec 2013 Dec 2012 Rupees Lacs Rupees Lacs

Tax demands in respect of which*

Tax authorities have appealed against Income tax orders 6,162 6,162 which were ruled in favor of the Company

Company''s appeals are pending before appropriate authorities/ 8,613 5,782 the Company is in process of filing an appeal with appropriate authorities

* Contingent liabilities in respect of pending tax assessments in relation to similar matters are not determinable and hence not disclosed.

5. The operations of the Company represent a single primary business segment relating to pharmaceuticals. Secondary segment reporting is performed on the basis of location of the customers. All the business assets of the Company are situated in India except assets which are directly identifiable.

6. Related parties

i. Parties where control exists:

a) Hoechst GmbH, Germany, holding Company (holds 60.38% of the equity share capital as at December 31, 2013)

b) Sanofi S.A., France, ultimate holding Company

7. Consequent upon the decision of the Supreme Court in the matter of prices of certain bulk drugs fixed by the Government of India under the Drug (Prices Control) Order, 1979, the Company paid an amount of Rs. 312 lacs in 1988 being the liability determined by the Special Team appointed by the Government. However, during 1990, fresh demands aggregating to Rs. 7,810 lacs alleged to be payable into the Drug Prices Equalisation Account (DPEA) were made by the Government on account of alleged unintended benefit enjoyed by the Company. The Government has also made certain claims for applicable interest. On a Writ Petition filed by the Company in 1991, the Bombay High Court passed an order whereby the demands were to be treated as show cause notices. The High Court directed the Company and the Government to furnish relevant data to each other based on which the Government was to rework the figures. The Government did not furnish the requisite data to the Company. In 1995, a further demand of Rs.795 lacs was made by the Government.

In the meantime, a Committee was constituted by the Government to determine the liabilities of the Drug Companies. The Company filed written submissions with the Committee and contended during the personal hearing that in the absence of the Government furnishing the requisite data as directed by the Bombay High Court, the Company was not in a position to make an effectual presentation before the Committee.

In January 1999, the Company filed an Application before the Bombay High Court seeking directions to the Government to furnish the requisite data. The Application is pending. In the meantime, the Committee has deferred further hearing of the Company''s case, until the Application is heard and decided by the Bombay High Court. In any event, the Company is contesting the above demand.

8. The exceptional item pertains to profit earned on sale of "other than trade Investments".

9. Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification.


Dec 31, 2012

Basis of preparation

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which revaluation was carried out.

The Company has changed its name from Aventis Pharma Limited to Sanofi India Limited w.e.f. May 11, 2012.

During the year ended 31st December 2012, the revised schedule VI notified under the Companies Act 1956, has become applicable to the Company, for the preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. The Company has also reclassified the previous year''s figures in accordance with the requirements applicable in current year.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

a) Shares held by holding and ultimate holding company 13,904,722 (2011: 13,904,722) equity shares are held by Hoechst GmbH, Germany, holding company and 4,865 (2011: 4,865) Equity shares are held by Sanofi S.A., France ultimate holding company

b) Terms/rights attached to equity shares

The Company has only one class of equity shares having a face value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The final Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 December 2012, the amount of per share dividend (including interim dividend of Rs. 4 (Dec 2011: Rs. 4)) recognized as distributions to equity shareholders was Rs 33 (Dec 2011: Rs. 33).

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company. The distribution will be in proportion to the number of equity shares held by the shareholder.

As per the records of the company, including its register of shareholder/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

1. The tax year for the Company being the year ending March 31, the provision for taxation for the year is the aggregate of the provision made for the three months ended March 31, 2012 and the provision based on the profit for the remaining nine months up to December 31, 2012, the ultimate liability of which will be determined on the basis of the profit for the tax year April 1, 2012 to March 31, 2013.

2. Balance with customs and excise authorities includes excise and cenvat deposit Rs. 230 Lacs (2011: Rs. 362 Lacs) with toll manufacturers.

3. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs: 2,388 Lacs (2011: Rs. 2,569 Lacs).

4. Contingent Liabilities and commitments:

Dec 2012 Dec 2011 Rupees Lacs Rupees Lacs

Tax demands in respect of which*

- Tax authorities have appealed against Income tax orders 6,162 4,628 which were ruled in favour of the Company

- Company''s appeals are pending before appropriate authorities 5,782 9,730

* Contingent liabilities in respect of pending tax assessments in relation to similar matters are not determinable and hence not disclosed.

5. Related parties

i. Parties where control exists:

a) Hoechst GmbH, Germany, holding Company (holds 60.38% of the equity share capital as at December 31, 2012)

b) Sanofi S.A., France, ultimate holding Company

Vii) Basis used to determine expected rate of return on assets

Expected rate of return on investments is determined based on the assessment made by the Company at the beginning of the year on the return expected on its existing portfolio since these are generally held to maturity, along with the estimated incremental investments to be made during the year.

viii) General descriptions of significant defined Plans

Gratuity Plan

Gratuity is payable to all eligible employees of the Company on superannuation, death and permanent disablement in terms of provisions of the Payment of Gratuity Act or as per the Company''s Scheme whichever is more beneficial. Benefit would be paid at the time of separation based on the last drawn base salary

Pension Plan

Under the Company''s Pension scheme, certain executives are eligible for fixed pension for five years, depending on their level at the time of retirement on superannuation, death or early retirement with the consent of the Company.

Provident Fund

The Company manages the provident fund through a Provident Fund Trust for its employees (except Staff and Workmen at Ankleshwar unit) which are permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952. The Plan envisages contribution by employer and employees and guarantees interest at the rate notified by the Provident Fund Authority. The contribution by employer and employee, together with interest, are payable at the time of separation from service or retirement.

*Cars are obtained on operating lease. The lease is for a period of five years for cars and one to three years for premises and there is no provision for renewal. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases.

** Premises and Cars are obtained on operating lease. There is no provision for renewal. There is no escalation clause in the lease agreement. There are no restrictions imposed by leased arrangements. There are no subleases.

Uncollectible minimum lease payments receivable at the balance sheet date Rs Nil (2011: Rs. Nil)

#The Company has leased out building on operating lease. The lease term is for a period ranging from 33-60 months and thereafter not renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements.

Note: Figures in brackets are for the previous year.

i) Provision for indirect taxes represents differential excise duty, sales tax, custom duty and service tax in respect of which the claims are pending before various authorities for a considerable period of time and based on management''s estimate of claims provision is made on prudent basis that possible outflow of resources may arise in future.

ii) Provision for sales returns are on account of expected date expiry and breakages returns based on historical trends

iii) Other provisions on prudent basis are towards possible outflow of resources in respect of legal cases pending against the Company or in respect of contractual obligations of the Company.

6. Consequent upon the decision of the Supreme Court in the matter of prices of certain bulk drugs fixed by the Government of India under the Drug (Prices Control) Order, 1979, the Company paid an amount of Rs. 312 lacs in 1988 being the liability determined by the Special Team appointed by the Government. However, during 1990, fresh demands aggregating to Rs. 7,810 lacs alleged to be payable into the Drug Prices Equalisation Account (DPEA) were made by the Government on account of alleged unintended benefit enjoyed by the Company. The Government has also made certain claims for applicable interest. On a Writ Petition filed by the Company in 1991, the Bombay High Court passed an order whereby the demands were to be treated as show cause notices. The High Court directed the Company and the Government to furnish relevant data to each other based on which the Government was to rework the figures. The Government did not furnish the requisite data to the Company. In 1995, a further demand of Rs. 795 lacs was made by the Government.

In the meantime, a Committee was constituted by the Government to determine the liabilities of the Drug Companies. The Company filed written submissions with the Committee and contended during the personal hearing that in the absence of the Government furnishing the requisite data as directed by the Bombay High Court, the Company was not in a position to make an effectual presentation before the Committee.

In January 1999, the Company filed an Application before the Bombay High Court seeking directions to the Government to furnish the requisite data. The Application is pending. In the meantime, the Committee has deferred further hearing of the Company''s case, until the Application is heard and decided by the Bombay High Court. In any event, the Company is contesting the above demand.

7. During the previous year, the company had entered into Business Purchase Agreement with Universal Medicare Private Limited for purchase of marketing and distribution business of branded nutraceutical formulations in India on a going concern basis via slump sale effective from November 3, 2011 for a net consideration of Rs 56,707 lacs. The excess of consideration paid over net assets recorded and intangible assets recognised amounting to Rs 12,529 lacs was accounted as Goodwill.

8. Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification.


Dec 31, 2011

1. Consequent upon the decision of the Supreme Court in the matter of prices of certain bulk drugs fixed by the Government of India under the Drug (Prices Control) Order, 1979, the Company paid an amount of Rs.31,200 thousands in 1988 being the liability determined by the Special Team appointed by the Government. However, during 1990, fresh demands aggregating to Rs.781,000 thousands alleged to be payable into the Drug Prices Equalisation Account (DPEA) were made by the Government on account of alleged unintended benefit enjoyed by the Company. The Government has also made certain claims for applicable interest. On a Writ Petition filed by the Company in 1991, the Bombay High Court passed an order whereby the demands were to be treated as show cause notices. The High Court directed the Company and the Government to furnish relevant data to each other based on which the Government was to rework the figures. The Government did not furnish the requisite data to the Company. In 1995, a further demand of Rs.79,500 thousands was made by the Government.

In the meantime, a Committee was constituted by the Government to determine the liabilities of the Drug Companies. The Company filed written submissions with the Committee and contended during the personal hearing that in the absence of the Government furnishing the requisite data as directed by the Bombay High Court, the Company was notin a position to make an effectual presentation before the Committee.

In January 1999, the Company filed an Application before the Bombay High Court seeking directions to the Government to furnish the requisite data. The Application is pending. In the meantime, the Committee has deferred further hearing of the Company's case, until the Application is heard and decided by the Bombay High Court. In any event, the Company is contesting the above demand.

2. The tax year for the Company being the year ending March 31, the provision for taxation for the year is the aggregate of the provision made for the three months ended March 31,2011 and the provision based on the profit for the remaining nine months up to December 31, 2011, the ultimate liability of which will be determined on the basis of the profit for the tax year April 1,2011 to March 31, 2012.

3. Balance with customs and excise authorities includes excise and cenvat deposit Rs. 36,176 thousands (2010: Rs. 30,713 thousands) with toll manufacturers.

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 256,882 thousands (2010: Rs. 200,164thousands).

5. Contingent Liabilities and commitments:

Dec 11 Dec 10 Rupees '000 Rupees '000

Tax demands in respect of which*

- Tax authorities have appealed against Income tax orders which were ruled 462,819 439,949 in favour of the Company

- Company's appeals are pending before appropriate authorities 973,009 713,697

- Contingent liabilities in respect of pending tax assessments in relation to similar matters are not determinable and hence not disclosed.

6. The operations of the Company represent a single primary business segment relating to pharmaceuticals. Secondary segment reporting is performed on the basis of location of the customers. All the business assets of the Company are situated in India except assets which are directly identifiable.

7. Related parties

i. Parties where control exists:

a) Hoechst GmbH, Germany, holding Company (holds 60.38% of the equity share capital as at December31, 2011)

b) Sanofi S.A., France, ultimate holding Company

* NA- Not Applicable

# The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion, and other relevant factors, such as supply and demand in the employment market.

vii) Basis used to determine expected rate of return on assets

Expected rate of return on investments is determined based on the assessment made by the Company at the beginning of the year on the return expected on its existing portfolio since these are generally held to maturity, along with the estimated incremental investments to be made during the year.

viii) General descriptions of significant defined Plans Gratuity Plan

Gratuity is payable to all eligible employees of the Company on superannuation, death and permanent disablement in terms of provisions of the Payment of Gratuity Act or as per the Company's Scheme, whichever is more beneficial. Benefit would be paid at the time of separation based on the last drawn base salary.

Pension Plan

Under the Company's Pension scheme, certain executives are eligible for fixed pension for five years, depending on their level at the time of retirement on superannuation, death or early retirement with the consent of the Company.

Provident Fund

The Company manages the provident fund through a Provident Fund Trust for its employees (except Staff and Workmen at Ankleshwar unit) which are permitted under The Employees' Provident Fund and Miscellaneous Provisions Act, 1952. The Plan envisages contribution by employer and employees and guarantees interest at the rate notified by the Provident Fund Authority. The contribution by employer and employee, together with interest, are payable at the time of separation from service or retirement.

*Premises and Cars are obtained on operating lease. The lease is for a period of five years for cars and one to three years for premises and there is no provision for renewal. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases.

** Premises and Cars are obtained on operating lease. There is no provision for renewal. There is no escalation clause in the lease agreement. There are no restrictions imposed by leased arrangements. There are no subleases.

Uncollectible minimum lease payments receivable at the balance sheet date Rs.Nil. (2010: Rs. Nil)

#The Company has leased out building on operating lease. The lease term is for a period ranging from 33-60 months and thereafter not renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements.

Note: Figures in brackets are for the previous year.

i) Provision for indirect taxes represents differential excise duty, sales tax, custom duty and service tax in respect of which the claims are pending before various authorities for a considerable period of time and based on management's estimate of claims provision is made on prudent basis that possible outflow of resources may arise in future.

ii) Other provisions on prudent basis are towards possible outflow of resources in respect of legal cases pending against the Company or in respect of contractual obligations of the Company.

iii) Provision for sales returns are on account of expected date expiry and breakages returns based on historical trends.

iv) The management intends to continue legal actions against all the claims and defend its position.

The above excludes provision for leave encashment, gratuity, long service award, pension and provident fund (to the extent actuarially valued) which are determined on the basis of actuarial valuation done on an overall basis for the Company.

* Evaluated as per Income-tax Rules, wherever applicable

Production figures include goods manufactured at third party facilities and captive consumptions.

* Includes installed capacity of granules.

# Represents produced only at third party locations

* Represents used for captive consumption

** Included as part of raw materials

Notes: 1) Figures in Brackets relate to previous year.

2) Closing Stocks are after adjustments for in-transit breakages or damages, date expired products and free issues.

3) Others represents sale of intermediates and raw materials.

4) Cost of samples (manufactured and purchased) have been included in Materials Cost under Schedule 14 of financial statements.

8. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs. 40,071 thousands (Previous year - Rs. 36,591) is included under relevant heads in the Profit and Loss Account.

9. Reimbursement of expenses includes expenses recovered for common shared utilities and services from Bayer Crop Science Limited and Chiron Behring Vaccines Private Limited. Further, it also includes market support and clinical trials reimbursement from fellow subsidiaries.

10. Capital work in progress as at December 31,2011 includes intangibles under development amounting to Rs. 23,463 thousands (2010: Rs. 30,042 thousands)

11. Excise duty on sales amounting to Rs. 288,638 thousands (201 0: Rs. 223,062 thousands) has been reduced from sales in Profit & Loss Account and increase of excise duty on inventories, samples, etc. amounting to Rs.25,482 thousands (2010: Rs.18,679 thousands) has been considered as (income)/expense in Schedule 14 of financial statements.

12. During the year, the company entered into Business Purchase Agreement (the 'Agreement") with Universal Medicare Private Limited ('UML') for purchase of marketing and distribution business of branded nutraceutical formulations in India on a going concern basis via slump sale effective from November 3, 2011 for a consideration of Rs.5,670,700 thousands. Subsequently due to change in net working capital, the consideration was revised to Rs.5,612,195 thousands. Accordingly, Rs.58,505 thousands receivable from UML has been included under Loans & Advances in Schedule 9 of financial statements.

13. In the previous year, the Company sold its entire shareholding of 4,900,000 Equity Shares of Rs.10 each constituting 49% of the paid-up share capital of the Joint Venture Company (JVC), Chiron Behring Vaccines Private Limited to Novartis Pharma AG, (a nominee of Novartis Vaccines and Diagnostics Inc., the Company's partner in the JVC) for a sale consideration of Rs. 1,007,507 thousands on which the Company has earned a profit of Rs. 757,375 thousand (net of tax of Rs. 201,132 thousand) which was disclosed as an exceptional item.

14. Interest others shown under other income includes interest on inter-corporate loans, income tax refunds, employee loans, etc.

15. Previous year's figures have been regrouped wherever necessary to conform to this year's classification.


Dec 31, 2009

1. Consequent upon the decision of the Supreme Court in the matter of prices of certain bulk drugs fixed by the Government of India under the Drug (Prices Control) Order, 1979, the Company paid an amount of Rs.31,200 thousands in 1988 being the liability determined by the Special Team appointed by the Government. However, during 1990, fresh demands aggregating to Rs.781,000 thousands alleged to be payable into the Drug Prices Equalisation Account (DPEA) were made by the Government on account of alleged unintended benefit enjoyed by the Company. The Government has also made certain claims for applicable interest. On a Writ Petition filed by the Company in 1991, the Bombay High Court passed an order whereby the demands were to be treated as show cause notices. The High Court directed the Company and the Government to furnish relevant data to each other based on which the Government was to rework the figures. The Government did not furnish the requisite data to the Company. In 1995, a further demand of Rs.79,500 thousands was made by the Government.

In the meantime, a Committee was constituted by the Government to determine the liabilities of the Drug Companies. The Company filed written submissions with the Committee and contended during the personal hearing that in the absence of the Government furnishing the requisite data as directed by the Bombay High Court, the Company was not in a position to make an effectual presentation before the Committee.

In January 1999, the Company filed an Application before the Bombay High Court seeking directions to the Government to furnish the requisite data. The Application is pending. In the meantime, the Committee has deferred further hearing of the Companys case, until the Application is heard and decided by the Bombay High Court. In any event, the Company is contesting the above demand.

2. The tax year for the Company being the year ending March 31, the provision for taxation for the year is the aggregate of the provision made for the three months ended March 31, 2009 and the provision based on the profit for the remaining nine months up to December 31, 2009, the ultimate liability of which will be determined on the basis of the profit for the tax year April 1, 2009 to March 31, 2010.

3. Balance with customs and excise authorities includes excise and cenvat deposit Rs. 46,967 thousands (2008: Rs. 31,412 thousands) with toll manufacturers.

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs: 171,519 thousands (2008: Rs. 1 29,086 thousands).

5. Contingent Liabilities and commitments: Rupees000

Dec 2009 Dec 2008

Tax demands in respect of which*:

- Tax authorities have appealed against Income tax orders which were ruled in 708,399 637,929 favour of the Company

- Companys appeals are pending before appropriate authorities 696,733 739,326

* Contingent liabilities in respect of pending tax assessments in relation to similar matters are not determinable and hence not disclosed.

6. Related parties

i. Parties where control exists:

a) Hoechst GmbH, Germany, holding Company (holds 50.1% of the equity share capital as at December 31, 2009)

b) Sanofi-Aventis S.A., France, ultimate holding Company

ii. Other related parties with whom transactions have taken place during the year: -

a) Fellow subsidiaries

Sanofi-Aventis Sp. Zoo, Poland Sanofi-aventis australia pty Limited, Australia

Aventis Pharma S.A., France Sanofi-Aventis Deutschland GmbH, Germany

sanofi-aventis Lanka Ltd., Sri Lanka Sanofi-aventis Korea Co. Ltd., Korea

(formerly known as Aventis Pharma Limited) Sanofi-Aventis Egypt SAE, Egypt

Sanofi-Aventis Groupe S.A., France Sanofi-Aventis SpA, Italy

Sanofi Pasteur S.A., France Sanofi-Aventis US LLC, USA

Francopia S.A.R.L., France Sanofi-Aventis US Inc., USA Sanofi-Aventis Recherche & D6veloppement S.A., France Sanofi-Aventis Singapore Pte. Ltd., Singapore

Sanofi Winthrop Industrie S.A., France Sanofi-Aventis gestion S.A., Switzerland

Sanofi Chimie S A, France Sanofi-Synthelabo (India) Limited, India

Aventis Pharma Limited, UK Fisons Bangladesh Limited, Bangladesh

Winthrop Pharmaceuticals UK Ltd., UK Sanofi-aventis (Malaysia) SDN BHD., Malaysia

PT Aventis Pharma (Indonesia), Indonesia Chinoin Pharmaceutical and Chemical Works Co. Ltd., Hungary

Sanofi Pasteur India Private Limited, India Sanofi-Aventis Private Co. Ltd., Hungary

b) Joint venture:

Chiron Behring Vaccines Private Limited, India

c) Key management personnel of the company for the year

Name Category of Directorship

Dr. Shailesh Ayyangar Managing Director

Mr. Madhusudan Garimela Rao Executive Director till 26th October 2009

Mr. Christophe Germain Executive Director till 31st July 2009

Mr. Shirish Chandrakant Ghoge Executive Director till 26th October 2009

Mr. Michel Dargentolle Executive Director from 27th October 2009

vii) Basis used to determine expected rate of return on assets

Expected rate of return on investments is determined based on the assessment made by the Company at the beginning of the year on the return expected on its existing portfolio since these are generally held to maturity, along with the estimated incremental investments to be made during the year.

viii) General descriptions of significant defined Plans

Gratuity Plan

Gratuity is payable to all eligible employees of the Company on superannuation, death and permanent disablement in terms of provisions of the Payment of Gratuity Act or as per the Companys Scheme whichever is more beneficial. Benefit would be paid at the time of separation based on the last drawn base salary.

Pension Plan

Under the Companys Pension scheme, certain executives are eligible for fixed pension for five years, depending on their level at the time of retirement on superannuation, death or early retirement with the consent of the Company.

Provident Fund

The Company manages the provident fund through a Provident Fund Trust for its employees (except Staff and Workmen at Ankleshwar unit) which are permitted under The Employees Provident Fund and Miscellaneous Provisions Act, 1952. The Plan envisages contribution by employer and employees and guarantees interest at the rate notified by the Provident Fund Authority. The contribution by employer and employee, together with interest, are payable at the time of separation from service or retirement.

7. Reimbursement of expenses includes expenses recovered for common shared utilities and services from Bayer Crop science Limited and Chiron Behring Vaccines Private Limited. Further, it also includes market support and clinical trials reimbursement from fellow subsidiaries.

8. Capital work in progress as at December 31, 2009 includes intangibles under development amounting to Rs. 84,450 thousands (2008: Rs. 3,511 thousands)

9. Excise duty on sales amounting to Rs. 213,826 thousands (2008: Rs. 461,749 thousands) has been reduced from sales in profit & loss account and increase/(decrease) of excise duty on inventories, sample etc. amounting to Rs. (4,215) thousands (2008: Rs. (120,871) thousands) has been considered as (income)/expense in Schedule 13 of financial statements.

10. Previous years figures have been regrouped wherever necessary to conform to this years classification.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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