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Ajanta Pharma Ltd.

BSE: 532331 Sector: Health care
NSE: AJANTPHARM ISIN Code: INE031B01049
BSE LIVE 13:32 | 08 Dec 1909.60 33.35
(1.78%)
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1881.25

HIGH

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1877.00

NSE LIVE 13:40 | 08 Dec 1909.90 28.30
(1.50%)
OPEN

1894.50

HIGH

1927.00

LOW

1882.00

OPEN 1881.25
PREVIOUS CLOSE 1876.25
VOLUME 6791
52-Week high 2150.00
52-Week low 1103.00
P/E 35.83
Mkt Cap.(Rs cr) 16804.48
Buy Price 1908.90
Buy Qty 1.00
Sell Price 1910.70
Sell Qty 50.00
OPEN 1881.25
CLOSE 1876.25
VOLUME 6791
52-Week high 2150.00
52-Week low 1103.00
P/E 35.83
Mkt Cap.(Rs cr) 16804.48
Buy Price 1908.90
Buy Qty 1.00
Sell Price 1910.70
Sell Qty 50.00

Ajanta Pharma Ltd. (AJANTPHARM) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their report on the business operations andaccounts of the Company for the Year ended 31st March 2015 along with 36thAnnual Report.

FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY

Rs. in Crore

Standalone Consolidated
Year ended 31st March 2015 2014 Growth 2015 2014 Growth
Total Income 1389.90 1127.64 23% 1497.36 1222.05 23%
EBITDA 472.56 346.04 37% 505.23 368.75 37%
Profit before Tax 451.83 313.06 44% 464.47 329.85 41%
Profit after Tax 306.37 220.86 39% 309.86 233.88 32%
Earnings Per Share (EPS) 34.84 25.13 - 35.24 26.62 -

The Company proposes to transfer an amount of Rs. 160 Crore to the General Reserve. Anamount of Rs. 119.40 Crore is proposed to be retained in the statement of Profit and loss.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- per equity share on theface-value of Rs. 2/- each for the year ended 31st March 2015.

PERFORMANCE REVIEW

Company posted remarkable performance during the year under review. Consolidated salesscaled up by 23%

Profit over the previous year. before interest depreciation and tax (EBITDA) went upby 37% whereas Profit after tax was higher by 32% over the previous year. Export salescontributed 66% of the revenue and domestic accounted for the rest. For the last 5 yearsthe Company has consistently posted healthy performance with its consolidated revenueshowing a CAGR of 31% and net profit of 57%.

The Company continues to operate only in one segment i.e pharmaceuticals and there isno change in the nature of business of the Company.

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company and thedate of this report.

No significant or material orders passed or have been passed against the Company by theregulators courts or tribunals which impacts the going concern status andCompany’s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis forms part of this annual report whichis given elsewhere in the Report.

SHARE CAPITAL

During the year 26700 shares were issued and listed under ESOS 2011. Further theCompany sub-divided face value of its equity shares from Rs. 5/- to Rs. 2/- per shareafter taking approval of the members. Consequent thereto total paid up equity sharecapital of the Company as on 31st March 2015 stands at Rs. 17.58 Crore dividedinto 87943500 shares of Rs. 2/- each.

EMPLOYEES STOCK OPTION SCHEME

Particulars of Employee Stock Options under ESOS 2011 are given in "AnnexureA" to this report.

CREDIT RATING

Your Company’s bank facilities have been rated by Credit Analysis and ResearchLimited (CARE) during September 2014. The Company has received the highest rating A+ (Aplus) for its short term facilities as per which Instruments with this rating areconsidered to have very strong degree of safety regarding timely payment of financialobligations.

Such instruments carry lowest credit risk. For the long term borrowings the Companyhas received AA- (Double A minus) which indicates high degree of safety regarding timelyservicing of financial obligations. Such instruments carry very low credit risk.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

a. Your Company has six subsidiaries overseas including one step down subsidiaryand has one Joint Venture (JV) company. Financials of subsidiaries are disclosed in theconsolidated financial statements which forms part of this Annual Report. The Companydoes not have significant influence on its JV in Turkmenistan namely Turkmenderman AjantaPharma Limited (TDAPL) as day-to-day management is controlled by the JV partner and the JVoperates under severe restriction that significantly impairs its ability to transfer thefunds to the Company. The Company is therefore looking for divestment of this JV and assuch JV’s accounts are not consolidated.

Statement containing salient features of financial statements of subsidiaries pursuantto section 129 of the Companies Act 2013 (Act) read with Rule 5 of theCompanies (Accounts) Rules2014 is annexed to this Report as "Annexure B" in theprescribed Form AOC-I.

The Financial statements of the subsidiary companies are kept for inspection by theshareholders at the registered office of the Company.

The Company has laid down policy on Material subsidiary and the same is placed on thewebsite of the Company at www.ajantapharma.com (www.ajantapharma.com/financials/Investor_Articles/ Policy%20on%20Material%20Subsidiaries.pdf).None of the subsidiaries are material subsidiary as per the Policy.

DIRECTORS

a. Appointment of Mr. Prabhakar Dalal and Dr. Anjana Grewal as IndependentDirectors was confirmed by the members at the Annual General Meeting held on 5thAugust 2014. Apart from this there were no changes in the directors or Key ManagerialPersonnel during the year.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Clause 49 of the ListingAgreement.

Mr. Rajesh M. Agrawal retires by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment.

Mr. Madhusudan B. Agrawal was appointed as Whole time Director of the Company for fiveyears w.e.f. 1st April 2010. The Board has on the recommendation of theNomination and Remuneration Committee reappointed him as Vice Chairman and ExecutiveDirector for another term of 5 years w.e.f. 1st April 2015 on the termsand condition including remuneration set out in the Agreement and subject to approval ofmembers.

The Board recommends re-appointment of Mr. Rajesh M. Agrawal and Mr. MadhusudanB. Agrawal at the ensuing Annual General Meeting. Based on disclosures provided by themnone of them are disqualified from being appointed as Directors as per section 164 of theCompanies Act 2013.

b. Board meetings

During the year five Board meetings were held with gap between Meetings not exceedingthe period prescribed under the Act. Details of Board and Board committee meetings heldduring the year are given in the Corporate Governance Report.

Board meeting dates are finalised in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions. A detailed presentation is also made to apprise the Board of importantdevelopments in industry segments business operations marketing products etc.

c. Independent Director’s familiarisation Programme

As per requirements under the Listing Agreement the Company undertook directors’familiarisation programme for Independent Directors in order to familiarise them withbusiness model management structure product portfolio Industry overview manufacturingoperations internal control system and processes FOREX management risk managementframework functioning of various divisions HR Management CSR activities etc. Details ofsuch familiarisation programme is placed on the Company’s website atwww.ajantapharma.com (www. ajantapharma.com/financials/Investor_Articles/ FPFID.pdf).

d. Evaluation of Board Committees and Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement the Boardhad carried out performance evaluation of its own the Board Committees and of theIndependent directors. Independent Directors at a separate meeting evaluated performanceof the Non-Independent Directors Board as a whole and of the Chairman of the Board. Themanner in which the evaluation has been carried out has been detailed in the CorporateGovernance Report.

e. Policy on appointment and remuneration of Directors

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director as also a Policy for remuneration of Directors Key managerial Personnel andsenior management. The details of criteria laid down and the Remuneration Policy are givenin the Corporate Governance Report.

CAPEX

Your Company is committed to continuously invest in the infrastructure well in advanceto complement its growth plans. It demonstrates the vision and foresight of the managementto anticipate the future requirements and take bold initiatives at the right time. Whenbuilding the facilities and infrastructure Company has been guided with its philosophy ofdoing the best in uncompromising way and giving lot of attention to details. The work onnew Dahej facility is just completed and management has already started work on anothernew facility.

The Dahej facility has been specially constructed for catering to the requirements ofmarkets like USA WHO and Emerging Markets with a total investment of about Rs. 220 Crore.It has world class standard employing latest technology and state of the art machinerycomplying with USFDA / UKMHRA / WHO standards. This new facility has capacities tomanufacture annually 1740 Million Tablets 216 Million Capsules and 150Million Powder sachets. The facility will start taking validation batches in next fewmonths.

The Company is also expanding its R & D facilities at Mumbai to cater to thegrowing needs. This expansion will take about 2 years and has spent Rs. 70 Crore on thesame during the year.

AUDITORS

a. Statutory Auditors

Your Company’s statutory auditors M/s. Kapoor & Parekh Associates CharteredAccountants Mumbai retire at the conclusion of ensuing Annual General Meeting. YourCompany has received a letter from them to the effect that their reappointment if madewill be in accordance with the provisions of section 139 & 141 of the Act and areeligible for re-appointment holding peer review certificate Audit Committee and the Boardrecommend their reappointment.

The remarks as contained in the Auditor’s Report read with Notes forming part ofthe accounts are self-explanatory.

b. Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Amendment Rules 2014 the cost audit records maintained by the Company in respect of itsBulk Drugs and Formulations activity are required to be audited by cost auditors. TheBoard has on the recommendation of the Audit Committee appointed M/s. Sevekari Khare& Associates Practicing Cost Accountants to audit the cost accounts of the Companyfor the financial year 2015-16 on a remuneration of Rs. 3 lacs subject to ratification bymembers. Accordingly a resolution seeking Member’s ratification for the remunerationpayable to M/s. Sevekari Khare & Associates Cost Auditors is included at Item No. 7of the Notice convening the Annual General Meeting.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. AlwynD’Souza & Company a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure C". There is no qualification reservation or adverse remark in thereport.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.

The Company has appointed M/s. Mahajan & Aibara as Internal Auditors of theCompany. The Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit. Theinternal auditors carry out audit covering inter alia monitoring and evaluating theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations and submit theirperiodical internal audit reports to the Audit Committee. Based on the internal auditreport and review by the Audit committee process owners undertake necessary actions intheir respective areas. The internal. auditors have expressed that the internal controlsystem in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensurecompliance of all the applicable laws and that such systems are adequate and operatingeffectively.

RISK MANAGEMENT

Company has implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges.

Major risks identified for the Company by the management are Currency fluctuationCompliance Regulatory changes Manufacturing & Supply Litigation InformationTechnology and new capital investments return. The management is however of the view thatnone of the above risks may threaten the existence of the Company as robust Riskmitigation mechanism is put in place to ensure that there is nil or minimum impact on theCompany in case any of these risks materialise.

VIGIL MECHANISM

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns and irregularities if any in theCompany noticed by them. It is posted on the intranet of the Company. The same isreviewed by the Audit Committee from time to time.

RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large and thus disclosure in FormAOC-2 is not required.

The Board has formulated Policy on Related Party Transactions and the same is uploadedon the Company’s website at www.ajantapharma.com (www.ajantapharma.com/financials/Investor_Articles/Policy%20on%20 Related%20Party%20Transactions.pdf).

None of the Non-Executive Directors has any pecuniary relationship or transactions withthe Company other than sitting fees and commission payable to them.

MANAGERIALREMUNERATIONANDPARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this Report.

The above information is not being sent along with this Report to the Members of theCompany as per the provision of Section 136 of the Companies Act 2013. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company 21 days before the 36th Annual GeneralMeeting and upto the date of the Annual General Meeting during the business hours onworking days.

LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Act read with CSR Rules the Companyhas constituted CSR committee and formulated CSR policy. The Policy primarily rests onfour broad categories: Healthcare Education Community Development and Ecology. Duringthe year the Company undertook several initiatives under the CSR program. The details ofCSR policy and CSR activities undertaken during the year are annexed herewith as"Annexure D".

DEPOSITS

Your Company has not accepted any deposits from the public falling within the purviewof Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in form MGT 9 is annexed herewith as "AnnexureE".

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your

Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31stMarch 2015 the applicable Accounting Standards had been followed along with properexplanation relating to material departures if any;

b. that the directors had selected accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2015 and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts/financial statements have been prepared on a going concernbasis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to Conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134 of the Act read with the Companies(Accounts) Rules 2014 is given as "Annexure F" and forms part of this report.

CORPORATE GOVERNANCE

Report on Corporate Governance is given elsewhere in this Annual Report. Certificatefrom the Auditors regarding compliance of conditions of Corporate Governance as stipulatedin Clause 49 of the Listing Agreement with Stock Exchanges is also appended to the reporton Corporate Governance.

HUMAN RESOURCE

Your Company firmly believes that employees are the most valuable assets and keyplayers of business success and sustained growth. Various employee benefits recreationaland team building programs are conducted to enhance employee skills motivation as also tofoster team spirit. Company also conducts in-house training programs to develop leadershipas well as technical/functional capabilities in order to meet future talent requirements.Industrial relations were cordial throughout the year.

GRATITUDE & ACKNOWLEDGMENTS

Your Directors place on record their earnest appreciation for the unstinted commitmentdedication hard work and significant contribution made by employees across the globe inensuring sustained growth of the Company. Your Directors also sincerely thanks all thestakeholders medical professionals business partners government other statutorybodies banks financial institutions analysts and shareholders for their continuedassistance co-operation and support.

For and on behalf of the Board of Directors

Mannalal B. Agrawal

Chairman

Mumbai 8th May 2015

Annexure "A" to Directors’ Report - Employee Stock Options Scheme

No. Description Details/ No. of options
a) Total Options granted 140000 on 24th October 2011 & 7500 options on 5th May 2013 (refer note) under ESOS 2011
b) The pricing formula Exercise price for above options is face value of the shares
c) Options vested 142500
d) Options exercised 86500
e) Total number of shares arising as result of exercise of options 86500
f) Options lapsed during the year None
g) Variation of terms of options -
h) Money realised by exercise of options Rs. 173000
i) Total no. of options in force 61000 under ESOS 2011
j) Employee-wise details of options granted to i. Senior Managerial Personnel 140000 options are granted to senior management employees of the Company and 7500 options are granted to a senior management employee of overseas subsidiary
ii. Any other employees to whom options granted amounting to 5% or more of the total options granted during the year Nil
iii. Employees to whom options equal to or exceeding 1% of the issued capital have been granted during the year Nil
k) Diluted earnings per share (EPS) pursuant to issue of shares on exercise of options during the year and ESOSs outstanding as on 31.03.2015 calculated in accordance with Accounting Standard (AS) 20 ‘Earning per share’ Rs. 34.80
l) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company Not Applicable
m) Weighted average exercise prices weighted average fair values of options disclosed separately for options whose exercise price equals to market price exceeds or is less than the market price of the stock 1. Weighted average exercise price – Rs. 2/- per share for all the options.
2. Weighted average fair value of 140000 options is Rs. 59.54 per option
3. Weighted average fair value of 7500 options is Rs. 298.44 per option

n) Description of the method and significant assumptions used during the year toestimate the fair values of the options including the following weighted averageinformation :

• Fair value calculated by using Black-Scholes option pricing formula

• Stock price: The closing price on NSE as on the date of grant has beenconsidered for valuing the options granted

• Volatility: The historical volatility of the stock till the date of grant hasbeen considered to calculate the fair value of the options

• Risk free rate of return: The risk free interest rate on the date of grantconsidered for the calculation is the interest rate applicable for a maturity equal to theexpected life of the options based on the zero coupon yield curve for GovernmentSecurities

• Time to Maturity: Time to Maturity/ Expected Life of option is the period forwhich the Company expects the options to be live. The minimum life of a stock option isthe minimum period before which the options cannot be exercised and the maximum life isthe period after which the options cannot be exercised

• Expected dividend yield: Expected dividend yield has been calculated as anaverage of dividend yields for the four financial year preceding the date of the grant

No. Description Details/ No. of options
Variables Weighted Average Information
Plan ESOS 2011
140000 options 7500 options
Grant date 24 th October 2011 30th April 2013
Last date for acceptance 31st March 2012 7th May 2013
Risk free rate (%) 8.50% 8.00%
Expected Life (years) Between 1 to 3.2 years
Volatility (%) 96% 57%
Dividend yield (%) 1.73% 2.51%
Price of the underlying share in the market at the time of option grant Rs. 64.98 Rs. 318.36

Note: Consequent to sub-division of face value of equity shares from Rs. 5/- to Rs.2/- number of options granted vested exercised in force and price of underlying sharein the market at the time of grant have been correspondingly adjusted.

Annexure "B" to Directors’ Report - Form AOC - 1

Statement containing salient features of the financial statement of subsidiaries

Rs. in Lacs
Name of the Subsidiary Company Ajanta Pharma (Mauritius) Limited (Consolidated) Ajanta Pharma Philippines Inc. Ajanta Pharma USA Inc. Ajanta Pharma Nigeria Ltd.
Financial Year ended on 31-Mar-15 31-Mar-15 31-Mar-15 31-Mar-15
Share Capital 809.60 138.40 606.89 23.08
Reserves & Surplus 7769.07 2479.37 (264.62) 9.47
Total Liabilities 97.13 2387.54 517.88 140.30
Total Assets 8675.80 5005.31 860.15 172.85
Investments - - - -
Turnover 18667.16 8511.80 246.29 118.47
Profit before taxation 2875.16 2166.89 (267.68) 11.23
Provision for taxation 119.41 645.06 - -
Profit after taxation 2755.75 1521.83 (267.68) 11.23
Proposed Dividend - - - -
% of shareholding 100% 100% 100% 100%
Foreign Currency of Subsidiary MUR PHP USD NN
Rupee Equivalent of 1 Unit of Foreign 1.70 1.40 62.50 0.32
Currency as at 31st March 2015

Note:

1. Ajanta Pharma (Mauritius) Ltd. consolidated figures includes its wholly ownedsubsidiary Ajanta Pharma (Mauritius) Int’l Ltd.

2. Details of Ajanta Pharma UK Limited have not been given as it has not startedbusiness operations.

As per our report of even date attached
For Kapoor & Parekh Associates For and on behalf of Board of Directors
Chartered Accountants
S. S. Kapoor Mannalal B. Agrawal
Partner Chairman
Purushottam B. Agrawal Yogesh M. Agrawal Arvind Agrawal
Vice Chairman Managing Director Chief Financial Officer
Madhusudan B. Agrawal Rajesh M. Agrawal Gaurang Shah
Mumbai 8th May 2015 Vice Chairman Joint Managing Director Company Secretary

Annexure "C" to Directors’ Report - Secretarial Audit Report

To

The Members

Ajanta Pharma Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Ajanta Pharma Limited(hereinafter called "the Company").

Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/ statutory compliances and expressing our opinionthereon.

Based on our verification of Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorised representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance- mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) Based on the representation made by the management of the Company the Company hasadequate systems and processes commensurate with its size and operations to monitor andensure compliance with specific applicable laws rules regulations and guidelines viz.Drugs and Cosmetics Act 1940 The Pharmacy Act 1948 and Food and Drug Administrationlicensing terms and conditions etc.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India havebeen followed with respect to Board meetings.

(ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchangeand the National Stock Exchange.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above and there are nonon-compliances that have come to our knowledge.

We further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings. Agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

The minutes of the Board meetings have not identified any dissent by members of theBoard hence we have no reason to believe that the decisions by the Board were notapproved by all the directors present.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the Company has sub-divided itsequity shares with the approval by the shareholders of the Company accorded through postalballot / electronic voting on 11th March 2015. Accordingly 35484000 IssuedEquity Shares having a face value of Rs. 5/- each stood sub-divided into 88710000Equity Shares of the face value of Rs. 2/- each.

For Alwyn D’Souza & Co.

Alwyn P. D’Souza

FCS No. 5559

C P No. 5137

Place: Mumbai

Date: 8th May 2015

Annexure "D" to Directors’ Report - Report on CSR

1. A brief outline of the Company’s Corporate Social Responsibility (CSR) policyincluding overview of projects or programs proposed to be undertaken and a reference tothe web-link to the CSR policy and projects or programs: CSR policy is appended and isalso posted on the website of the Company at www.ajantapharma.com/pdf/CSR_Poilcy.pdf#toolbar=0&navpanes=0

2. Composition of CSR Committee:

Mr. Mannalal B. Agrawal - Chairman

Mr. Chandrakant M. Khetan - Member

Mr. Yogesh M. Agrawal - Member

3. Average net profit of the Company for last three financial years: Rs. 187.18Crore

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): TheCompany is required to spend Rs. 3.74 Crore towards CSR.

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year: Rs. 3.74 Crore

(b) Amount unspent if any: None

(c) Manner in which the amount spent during the financial year is detailed below:

(Rs. Lacs)
# CSR project / activity Sector Location - State/Dist. Budget Actual spent Direct/Agency
FY ‘15 FY ‘15
1 Eye Care & cataract Surgeries Camps Promoting health care including Maharashtra 65.00 68.31 Direct
2 Family planning camps preventive Maharashtra 10.00 1.14 Direct
3 Waiting areas in Govt. hospitals health care Maharashtra 25.00 24.73 Direct
4 Subsidised food for patients & relatives Maharashtra 60.00 56.36 Direct
5 Hospital charges for needy patients Maharashtra - 8.91 Direct
6 Ambulance Maharashtra - 8.94 Bhagini Sanskar Parishad & Shri Ramakrishna Arogya Sansthan
7 Renovation of Dharamshala for poor patients Maharashtra - 7.00 Lion’s Club
8 Charitable Hospital Facility upgradation Himachal Pradesh & Maharashtra 125.00 Mahatma Gandhi Mission Trust Fateh Chand Charitable Trust and Himalayan Institute Hospital Trust
9 Fees / Other expenses to needy students Promoting Education including special All India 35.00 31.38 Direct & B.J. Trust
10 School Renovation /Facilities education Maharashtra 25.00 22.32 Direct
11 Social Educational All India 25.00 23.00 Global Vipassana Foundation
12 Social Educational All India 25.00 11.69 Direct
13 Unallocated 112.00 - -
TOTAL 382.00 388.79

Note : No overheads are included in the amount spent.

6. The Corporate Social Responsibility Committee of the Company hereby confirms thatthe implementation & monitoring of CSR policy is in compliance with CSR objectives& policy of the Company.

For Ajanta Pharma Limited For and on behalf of the
Corporate Social Responsibility Committee of Ajanta Pharma Limited
Yogesh M. Agrawal Mannalal B. Agrawal
Managing Director Chairman of the Corporate Social Responsibility Committee

CSR POLICY

(Approved by the Board of Directors on 5th May 2014)

Background:

Corporate Social Responsibility at Ajanta Pharma stems from the ideology of providingsustainable value to the society in which the Company operates. While meeting theinterests of our stakeholders we recognise the importance of contributing towardsdevelopment of the underprivileged sections of the society and are committed to execute itresponsibly. Through our small contribution we aspire to improve the quality of life ofthe weaker sections in the society by making available some basic necessities which arenot easily accessible and/or available to them.

CSR Policy:

The programs under Ajanta’s CSR policy primarily rest on 4 broad categories:Healthcare Education Community Development and Ecology. These programs are aimed atlong-term sustainability and inclusive development. With special emphasis on areas aroundCompany’s operational locations the programs are designed and implemented takinginto consideration specific needs of each area.

1. In Healthcare our aim is to provide medical assistance to rural underprivilegedliving in remote village areas with initiatives like:

a. Free medical camps for health eye cataract surgeries family welfare andrelated areas;

b. Developing basic infrastructure around government hospitals for people visiting fromremote areas like shelter subsidised food and similar facilities.

2. In Education our efforts concentrate on providing quality learning at affordablecost in rural areas by aiding schools vocational skill centers and relatedinstitutions.

3. In community development we advocate and support sustainability in rural areasgiving assistance for safe drinking water community halls parks welfare of victims ofnatural calamities amenities in government hospitals subsidised meals for needy patients& relatives other such initiatives.

4. For maintaining a balance in the eco-system we support and initiate programs forcontinual improvement in Environment Health and Safety standards.

5. On selective basis we contribute to Government voluntary organisations andacademic institutes working for any of the above cause.

Budget:

Minimum of 2% of the Average Net Profit (before tax) of the preceding three years willbe allocated every financial year for CSR activities. The expenditure incurred on capacitybuilding programs such as training workshops seminars conferences etc. and oncorporate communication strategies for engagement of all stakeholders whether internal orexternal to implement CSR of the Company will be accounted as CSR expenditure. CSR budgetwill be non-lapsable in nature that is any income or surplus arising out of CSR activitywill be added to the corpus of CSR activity for the next year.

Monitoring and Review:

The Company Board has formed CSR Committee who will oversee the policy execution andprepare monitoring mechanism to ensure implementation of the projects programmes andactivities proposed to be undertaken by the Company as per the Policy. The CSR Policyshall be periodically reviewed and appropriately revised by the CSR Committee.

Annexure "E" to Directors’ Report - Form No. MGT 9

EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Companies(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L24230MH1979PLC022059
2. Registration Date 31.12.1979
3. Name of the Company Ajanta Pharma Limited
4. Category/Sub-category of the Company Company having Share Capital
5. Address of the Registered office & contact details ‘Ajanta House’ 98 Govt Industrial Area Charkop Kandivali (West) Mumbai 400 067
6. Whether listed company Yes
7. Name Address & contact details of the Registrar & Transfer Agent if any. Link Intime India Pvt Ltd
C-13 Pannalal Silk Mills Compound L.B.S. Marg Bhandup (West) Mumbai 400 078

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated):

SN Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Pharmaceutical products 21002 & 21005 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

SN Name and address of the company CIN/GLN Holding/Subsidiary/ Associate % of shares held Applicable section
1 Ajanta Pharma UK LTD 2 Cabot House Compass Point Business Park ST IVES N.A Subsidiary 100% 2(87)
2 Ajanta Pharma Philippines Inc Unit 710 AXA Life Bldg. 1286 Sen. Gil Puyat Ave. Makati City Phillipines N.A Subsidiary 100% 2(87)
3 Ajanta Pharma Mauritius Limited Media Building Goodlands Mauritius N.A Subsidiary 100% 2(87)
4 Ajanta Pharma USA Inc 600 1st Ave. Raritan NJ 08869. N.A Subsidiary 100% 2(87)
5 Ajanta Pharma Mauritius International Limited Abax Corporate Administrators Ltd of 6th Floor Tower A 1 Cyber City Ebene Mauritius N.A Subsidiary Step down Subsidiary 2(87)
6 Ajanta Pharma Nigeria Limited Block 6 House 6B Houson Wright Estate Oregun Lagos N.A Subsidiary 100% 2(87)
7 Turkmenderman Ajanta Pharma Limited 47 Oguz Khan Street Aitakov Ashgabat Republic of Turkmenistan N.A Associate 50% 2(6)

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Shareholding

Category of Shareholders No. of Shares held at the beginning of the year[As on 31-March-2014] No. of Shares held at the end of the year[As on 31-March-2015] %
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares Change during the year
A. PROMOTERS
(1) Indian
a) Individual/ HUF 22515000 22515000 64.05 56537497 - 56537497 64.28 0.23
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 3356905 - 3356905 9.55 8392262 - 8392262 9.55 -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
TOTAL SHAREHOLDING OF 25871905 - 25871905 73.60 64929759 - 64929759 73.83 0.23
PROMOTER (A)
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds 14590 - 14590 0.04 1340999 - 1340999 1.52 1.48
b) Banks / FI 13051 - 13051 0.04 22518 - 22518 0.03 (0.01)
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs 1337727 - 1337727 3.81 6663525 - 6663525 7.58 3.77
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
SUB-TOTAL (B)(1):- 1365368 - 1365368 3.89 8027042 - 8027042 9.13 5.24
(2) Non-Institutions
a) Bodies Corp.
i) Indian 3052023 300 3052323 8.68 1359705 750 1360455 1.55 (7.13)
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 2854967 279043 3134010 8.92 8069185 595768 8664953 9.85 0.93
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 1566948 - 1566948 4.46 4250064 - 4250064 4.83 0.37
c) Others (specify)
Non Resident Indians 94564 4650 99214 0.28 538274 15375 553649 0.63 0.35
Overseas Corporate Bodies - - - - - - - - -
Foreign Nationals - - - - - - - - -
Clearing Members 33169 - 33169 0.11 104042 - 104042 0.13 0.02
Trusts - - - - 7622 - 7622 0.01 0.01
Foreign Bodies - D R - - - - - - - - -
HUF 20789 - 20789 0.06 31182 - 31182 0.04 (0.02)
SUB-TOTAL (B)(2):- 7629434 283993 7913427 22.51 14374806 611893 14986699 17.04 (5.47)
TOTAL PUBLIC SHAREHOLDING (B)= (B)(1)+ (B)(2) 8994802 283993 9278795 26.40 22401848 611893 23013741 26.17 (0.23)
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
GRAND TOTAL(A+B+C) 34866707 283993 35150700 100.00 87331607 611893 87943500 100.00 -

B) Shareholding of Promoter

SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1. Gabs Investments Pvt Ltd 3356905 9.55 2.53 8392262 9.55 1.20 -
2. Rajesh M. Agrawal 2539441 7.22 - 6411102 7.29 - 0.07*
3. Yogesh M. Agrawal 2528424 7.19 - 6383560 7.26 - 0.07*
4. Mannalal B. Agrawal 2162688 6.15 - 5406720 6.15 - -
5. Purushottam B. Agrawal 2155770 6.13 - 5389425 6.13 - -
6. Madhusudan B. Agrawal 2155500 6.13 - 5388750 6.13 - -
7. Vimal M. Agrawal & Mamta M. Agrawal 2055000 5.85 - 5137500 5.85 - -
8. Madhusudan B. Agrawal 1230000 3.50 - 3075000 3.50 - -
9. Mannalal B. Agrawal 1224261 3.48 - 3060652 3.48 - -
10. Purushottam B. Agrawal 1214406 3.45 - 3036015 3.45 - -
11. Ravi P. Agrawal 1081824 3.08 - 2767060 3.15 - 0.07*
12. Aayush M. Agrawal 1005927 2.86 - 2577317 2.93 - 0.07*
13. Mamta M. Agrawal 723573 2.06 - 1808932 2.06 - -
14. Manisha Y. Agrawal 671565 1.91 - 1678912 1.91 - -
15. Richa R. Agrawal 663000 1.89 - 1657500 1.89 - -
16. Smriti R. Agrawal 662121 1.88 - 1655302 1.88 - -
17. Vimal M. Agrawal 441500 1.26 - 1103750 1.26 - -

Note:- There is change in holding due to subdivision of shares from Face- value of Rs.5/- to Rs. 2/- however where there is any change due to purchase/sell etc. it has beenshown in remark column.

* 25000 shares were purchased by each of them on 22.08.2014.

C) Change in Promoters’ Shareholding

(Please specify if there is no change)

SN Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1. Yogesh M. Agrawal 2528424 7.19 6383560* 7.26
2. Rajesh M. Agrawal 2539441 7.22 6411102* 7.29
3. Ravi P. Agrawal 1081824 3.08 2767060* 3.15
4. Aayush M. Agrawal 1005927 2.86 2577317* 2.93

Note:- Details are given only in respect of those Promoters whose holdings havechanged during the year. The above changes are on account of subdivision of face value ofshares from Rs. 5 /- to Rs. 2/- as also purchase of 25000 shares by each one of them

D) Shareholding Pattern of top ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs)

SN For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1. Ganga Securities & Investment Private Limited 1131332 3.23 1131332 3.23
Less: Market Sale 1131332 3.23 Nil N.A.
2. Bagadia Securities Private Limited 742429 2.11 742429 2.11
Less: Market Sale 741974 2.11 455 0.00
Add: Addition on accounts of Sub-division 682 0.00 1137 0.00
3. Narendra Kumar Agrawal 500000 1.42 500000 1.42
Less: Market Sale 100000 0.28 400000 1.14
Add: Addition on accounts of Sub-division 600000 0.68 1000000 1.14
4. Anand Rathi Share and Stock Brokers Ltd 410717 1.17 410717 1.17
Add: Market Purchase 40088 0.11 450805 1.28
Less: Market Sale 450804 1.28 1 0.00
5 Narendra Kumar Agrawal 352897 1.00 352897 1.00
Less: Market Sale 84097 0.22 268800 0.78
Add: Addition on accounts of Sub-division 403200 0.45 672000 0.76
6 Onkar Singh Kalra 203700 0.58 203700 0.58
Add: Market Purchase 6056 0.02 209756 0.60
Less: Market Sale 7306 0.02 202450 0.58
Add: Addition on accounts of Sub-division 303675 0.35 506125 0.58
7 Grandeur Peak Global Opportunities Fund 128864 0.37 128864 0.37
Add: Market Purchase 101894 0.29 230758 0.66
Less: Market Sale 112251 0.32 118507 0.34
Add: Addition on accounts of Sub-division 177760 0.20 296267 0.34
8 Grandeur Peak International Opportunities Fund 122451 0.35 122451 0.35
Add: Market Purchase 116500 0.33 238951 0.68
Less: Market Sale 90429 0.26 148522 0.42
Add: Addition on accounts of Sub-division 222783 0.25 371305 0.42
9 Morgan Stanley Asia (Singapore) Pte 115594 0.33 115594 0.33
Add: Market Purchase 36418 0.10 152012 0.43
Less: Market Sale 152012 0.43 - -
10 The Emerging Markets Small Cap Series of the DFA Investment Trust Company 103292 0.29 103292 0.29
Add: Market Purchase 7637 0.02 110929 0.31
Add: Addition on accounts of Sub-division 166393 0.19 277322 0.31

E) Shareholding of Directors and Key Managerial Personnel

SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Mannalal B. Agrawal Chairman 2162688 6.15 2162688 6.15
Add: Addition on account of sub-division 3244032 - 5406720 6.15
2 Purushottam B. Agrawal Vice-Chairman 2155770 6.13 2155770 6.13
Add: Addition on account of sub-division 3233655 - 5389425 6.13
3 Madhusudan B. Agrawal Vice-Chairman 2155500 6.13 2155500 6.13
Add: Addition on account of sub-division 3233250 - 5388750 6.13
4 Yogesh M. Agrawal Managing Director 2528424 7.19 2528424 7.19
Add Market Purchase 25000 0.07 2553424 7.26
Add: Addition on account of sub-division 3830136 - 6383560 7.26
5 Rajesh M. Agrawal Joint Managing Director 2539441 7.22 2539441 7.22
Add Market Purchase 25000 0.07 2564441 7.29
Add: Addition on accounts of Sub-division 3846661 - 6411102 7.29
6 Dr. Anil Kumar Independent Director - - - -
7 Chandrakant Khetan Independent Director - - - -
8 K. H. Viswanathan Independent Director - - - -
9 Prabhakar Dalal Independent Director - - - -
10 Dr. Anjana Grewal Independent Director - - - -
11 Arvind Agrawal Chief Financial Officer 4500 0.01 4500 0.01
Add: ESOP Allotment 4500 0.01 9000 0.03
Add: Addition on account of sub-division 13500 - 22500 0.03
12 Gaurang Shah Company Secretary - - - -
Add Market Purchase 130 0.00 130 0.00
Add: Addition on account of sub-division 195 0.00 325 0.00

V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

(Rs. In crs)
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 118.17 10.77 - 128.94
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 0.12 - - 0.12
TOTAL (i+ii+iii) 118.29 10.77 - 129.06
Change in Indebtedness during the financial year
* Addition - - - -
* Reduction 58.78 - - 58.78
Net Change 58.78 - - 58.78
Indebtedness at the end of the financial year
i) Principal Amount 59.49 10.77 - 70.26
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 0.02 - - 0.02
TOTAL (i+ii+iii) 59.51 10.77 - 70.28

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager

SN Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Purushottam B. Agrawal Madhusudan B. Agrawal Yogesh M. Agrawal Rajesh M. Agrawal
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 13132800 13132800 13132800 13132800 52531200
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 3920000 3920000 3920000 - 11760000
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - - - -
2 Stock Option N.A. N.A. N.A. N.A. N.A.
3 Sweat Equity N.A. N.A. N.A. N.A. N.A.
4 Commission Nil Nil Nil Nil Nil
- as % of profit
- others specify…
5 Others please specify Nil Nil Nil Nil Nil
TOTAL (A) 17052800 17052800 17052800 13132800 64291200
Overall ceiling for payment of remuneration to MD/WTD 452890000

B. Remuneration to Other Directors

SN Particulars of Remuneration Name of Directors Total Amount
Mannalal B. Agrawal Chandrakant M. Khetan Dr. Anil Kumar K. H. Viswanathan P. R. Dalal Dr. Anjana Grewal
1 Independent Directors
Fee for attending board & committee meetings - 75000 70000 90000 40000 30000 305000
Commission - 250000 250000 175000 175000 175000 1025000
Others please specify - - - - - - -
TOTAL (1) - 325000 320000 265000 215000 205000 1330000
2 Other Non-Executive Directors
Fee for attending board & committee meetings 65000 - - - - - -
Commission 15100000 - - - - - -
Others please specify - - - - - - -
TOTAL (2) 15165000 - - - - - 15165000
TOTAL (B)=(1+2) 15165000 325000 320000 265000 215000 205000 16495000
TOTAL MANAGERIAL 80786200
REMUNERATION
Overall ceiling for payment of remuneration to Directors other then MD/WTD 45289000

C. Remuneration to key managerial personnel other than MD/Manager/WTD

SN Particulars of Remuneration CS CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income- tax Act 1961 2729021 5899518 8628539
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 32400 21600 54000
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - -
2 Stock Option N.A. 2933775 2933775
3 Sweat Equity N.A. N.A. N.A.
4 Commission N.A. N.A. N.A.
as % of profit -
others specify…
5 Others please specify N.A. N.A. N.A.
TOTAL 2761421 8854893 11616314

VII) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment None
Compounding
B. DIRECTORS
Penalty
Punishment None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment None
Compounding

Annexure "F" to Director’s Report

A. CONSERVATION OF ENERGY:

1. Energy Conservation Measures taken during the year:

i. Variable frequency drivers used for all HVAC and other equipment motors

ii. Variable speed drive fixed to heavy load machines

iii. Energy + Tube light and LED tube fixed instead of regular tube light in plant toreduce energy consumption.

iv. Continuous monitoring of Air Handling units as an when required to reduceconsumption.

v. Saving in diesel consumption for steam generation boiler operation.

vi. Installed HVAC energy saving electrical motors (std. Bharat III)

vii. Chiller of 70kw load replaced with air-cooled chiller of 45kw

viii. Eliminated steam leakages in steam generation boiler operation

ix. Continuous monitoring of energy consumption throughout all plants and curtailingwastages

x. Improved performance of DG sets and reduction of fuel consumption

2. Impact of above measures:

i. Reduction in power consumption

ii. Reduction in fuel consumption

iii. Reduction of utility cost and increase in efficiencies

3. Total energy consumption and energy consumption per unit of production

As per details in Form A below:

Form A
Year ended 31st March 2015 2014
(i) Power and fuel consumption
Electricity
(a) Purchased Unit (Thousand KWH) 10945.22 9178.07
TOTAL Amount (Rs. In lacs) 791.56 672.36
Rate/Unit (KWH) (Rs.) 7.28 7.43
(b) Own generation Unit (Thousand KWH) 570.81 648.38
Unit per Ltr. of Diesel Oil (KWH) 3.31 4.76
Cost / Unit (KWH) (Rs.) 19.49 15.49

(ii) Consumption per unit of production

The Company manufactures APIs and several drug formulations of different pack sizes. Itis therefore impracticable to apportion the consumption and the cost of utilities to eachproduct.

4. Steps taken by the company for utilising alternate sources of energy: None

5. Capital investment on energy conservation equipment: None

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

1. Specific areas in which R&D carried out:

R & D continues to be the key driver for sustained growth of the Company. Itencompasses formulation analytical and Active Pharmaceutical Ingredients (API)development. R & D’s major capabilities vest in developing robust and safeformulations at affordable cost development of newer processes for synthesis of API andimproving processes for existing API and formulation products development of Novel drugdelivery systems for existing and newer active drug substances etc.

With the innovative R & D the Company has been successful in launching many firstto market products. During the year various new formulations in the form of tablets gelcapsules power liquid were developed in the cardiology dermatology ophthalmology painrelief and other segments for domestic and export markets with major thrust on bridgingthe gap between patient needs and availability. Development of New Abbreviated DrugApplication (ANDA) for US market continues to be another focus area for R &D.

Specific R & D was carried out in the following areas:

• gel for management of Dry Eye.

• complete combination of Vitamins Alpha Lipoic Acid and Minerals which iseffective against Metabolic Syndrome Oxidative Stress Endothelial Dysfunction andDeficiency of Vitamin D.

• Talimusointment for effective management of Vernal Keratoconjunctivitis

• anti-wrinkle cream.

• Molecule to fight against Diabetic Peripheral Neuropathy

• Molecule for steroid free treatment of Melasma Chloasma and Hyperpigmentation.

• For US market simple faster and easy to manufacture cost effective genericformulations are developed viz :

i. Delayed release pellets

ii. OROS (Osmotic [Controlled] Release Oral [Delivery] System)

iii. Orally Disintegrating Tablets

iv. Highly potent & very low strength/ dose formulations viz. 0.1 mg / Tablet

2. Benefits derived as a result of R&D

Consistent thrust and enhanced capacities and capabilities in R&D have yieldedhandsome results in the form of the Company attaining leadership position in every marketsegments where it has presence. R&D has helped bring out an improvement in processesand build robust product pipeline. During the year with the sustained R & D effortsthe Company launched 24 new products in domestic market 48 in emerging markets and 1product in US market. The Company has also filed 2 more ANDAs with USFDA during the year.

Further 7 APIs were successfully developed and charged for stability study 2 API werescaled-up at plant for commercialisation and 4 APIs are developed at the lab charged instability and ready for scale-up at plant for regulated market. Lab development is inprogress for 2 APIs and initiated lab development for 6 new APIs. Four process patentswere filed for IPR protection.

3. Future plan of action

The Company continues to scale up R & D facilities by adding resources andenhancing capacity and capabilities to meet the growing needs. The Company plans to investRs. 80 Crore during the next 2 years to enhance/upgrade facilities of R&D Center interms of space and equipment to support the research initiatives for continued growth. TheR&D work also is focused on:

• New platform technologies development like multi-particulate systems and OROSbeing worked out.

• Continue to develop cost-effective formulations for the ever expanding consumerbase.

• Continue trials for better stability of ophthalmic formulations consideringNano-emulsion technology.

• Continue developing 1st time products and product combinations.

• Continue Upgradation with latest technologies to strengthen and expand Productpipelines for markets across the globes.

4. Efforts in brief made towards Technology absorption adaptation andinnovation

• The Company is continuously taking steps to improve the product and processtechnology in an effort to provide superior quality and cost effective products toconsumers.

• Efforts to develop APIs In-house are also being carried out predominantly.Dedicated Technology transfer team is working in close association with our researchassociates to help in smooth transfer of technology from the lab to plant.

• Strict adherence to Current Good Manufacturing Practice (cGMP) Good LaboratoryPractices (GLP) & Good Documentation Practices (GDP) regulations is followed toprovide world class quality products backed by best in class technology.

• Continuous Learning Programs (CLPs) to enhance knowledge base of R&Dpersonnel to keep them abreast of technological developments and innovations.

5. Expenditure on R&D

Particulars Rs. Crs
Capital Expenditure 7.73
Recurring Expenditure 70.07
TOTAL 77.80
Total R&D expenditure as a percentage of total turnover 5.69%

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Information on activities relating to exports initiatives taken to increaseexports etc. are covered in the Management Discussion and Analysis in this annual report.

2. Total foreign exchange used and earned

• Earnings in foreign currency – Rs. 849.43 Crore previous year Rs. 689.57Crore

• Outgo in foreign currency – Rs. 124.71 Crore previous year Rs. 116.79 Crore

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