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Claris Lifesciences Ltd.

BSE: 533288 Sector: Health care
NSE: N.A. ISIN Code: INE562G01018
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OPEN 347.15
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VOLUME 88564
52-Week high 430.10
52-Week low 233.30
P/E 1.11
Mkt Cap.(Rs cr) 1,890
Buy Price 0.00
Buy Qty 0.00
Sell Price 345.45
Sell Qty 190.00
OPEN 347.15
CLOSE 350.05
VOLUME 88564
52-Week high 430.10
52-Week low 233.30
P/E 1.11
Mkt Cap.(Rs cr) 1,890
Buy Price 0.00
Buy Qty 0.00
Sell Price 345.45
Sell Qty 190.00

Claris Lifesciences Ltd. (CLARISLIFESCIEN) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty Second Annual Report of the Companycovering the operating and financial performance together with the Audited FinancialStatements and the Auditors' Report thereon for the financial year ended on March 312017.

FINANCIAL RESULTS

The financial highlights of the Company on Consolidated and Standalone basis are asbelow:

(Rupees in Lacs)

Consolidated

Standalone

Particulars For the year ended on March 312017 For the year ended on March 312016 For the year ended on March 31 2017 For the year ended on March 31 2016
Total Revenue from continuing operations 6298.75 17901.00 6914.20 16457.22
Profit/(loss) before Interest Depreciation Exceptional Items and Tax (2565.31) (3211.05) (1101.05) (3585.69)
Finance Costs 398.32 547.92 373.18 391.04
Depreciation & Amortisation Expenses 396.84 385.73 332.41 355.95
Exceptional Items - - - -
Profit / (Loss) before share in Profit/ (Loss) of Associate and Tax (3360.47) (4144.70) (1806.64) (4332.68)
Share in Profit/ (Loss) of Associate (2609.27) (9212.10) - -
Profit / (Loss) before tax (5969.74) (13356.80) (1806.64) (4332.68)
Provision for tax (1955.48) (2291.50) (1297.54) (229.86)
Net Profit / (Loss) after taxes from continuing operations (4014.26) (11065.30) (509.10) (4102.82)
Net Profit / (Loss) after taxes from discontinued operations 15006.76 7121.80 1664.66 2076.57
Profit/ (Loss) for the year 10992.50 (3943.50) 1155.56 (2026.25)
Other comprehensive income (804.67) (496.73) (39.92) (52.86)
Total comprehensive income or loss for the year 10187.83 (4440.24) 1115.64 (2079.11)
Balance brought forward from previous year 47034.78 50997.38 49720.66 51755.47
Balance available for Appropriation 57926.92 47034.78 50857.57 49720.66
Dividend paid 1091.36 - 1091.36 -
Tax on Dividend on equity share shares paid 222.17 - 222.17 -
Tax on Dividend on preference shares paid 2.62 - - -
Balance carried to Balance Sheet 56610.77 47034.78 49544.05 49720.66

The financial statements of the Company have been prepared in accordance with IndianAccounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules 2015. For all periods up to and including the year ended March 31 2016 theCompany prepared its financial statements in accordance with the accounting standardsnotified under the Section 133 of the Companies Act 2013 read together with paragraph 7of the Companies (Accounts) Rules 2014 (Indian GAAP). These financial statements are theCompany's first standalone financial statements prepared in accordance with Ind AS basedon the permissible options and exemptions available to the Company in terms of Ind AS 101'First time adoption of Indian Accounting Standards'.

RESULTS OF OPERATIONS AND STATE OF COMPANY AFFAIRS

During the financial year under review the Company's consolidated total revenue(including discontinued operations) stood at Rs. 86642.25 Lacs as against Rs. 77519.74Lacs in the previous year.

EBITDA PBT and PAT on consolidated basis (including discontinued operations) reachedto Rs. 26288.94 Lacs Rs. 16246.57 Lacs and Rs. 10992.50 Lacs respectively. WhileEBITDA PBT and PAT margins on consolidated basis stood at 30.34% 18.75% and 12.69%respectively as against 17.04% (4.14%) and (5.09%) respectively in previous year. EPS hasincreased from Rs. (7.23) in the previous year to Rs. 20.14 in the current year.

Detailed analysis of the financials has been provided in the "ManagementDiscussion & Analysis" forming part of this Annual Report.

TRANSFER TO RESERVES / DIVIDEND

During the year under review the Board of Directors has recommended Final Dividend ofRs. 2/- per Equity Share of Rs. 10/- each i.e. 20% aggregating to Rs. 1091.36 Lacs(excluding Tax on Dividend) for the financial year ended on March 31 2017 subject toapproval of the Members at the Annual General Meeting of the Company. The Board does notrecommend to transfer any amount of profits for the financial year ended on March 312017to the reserves.

SHARE CAPITAL

During the year under review there is no change in the paid up share capital of theCompany. Further the paid up share capital of the Company as on March 312017 is Rs.5456.78 Lacs.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY ANDCHANGE IN NATURE OF THE BUSINESS

During the year under review the Board of Directors of the Company in its meeting heldon December 15 2016 has approved sale and transfer of the 'Injectables Business' carriedon by the Company in India and overseas through its subsidiary Claris Injectables Limitedand other identified indirect subsidiaries of the Company through one or moretransactions involving the transfer of ownership of the subsidiary(ies) to one or moresubsidiaries/ affiliates of Baxter International Inc. and/or their respective nominees(cumulatively the "Baxter Group") at an aggregate enterprise value ofapproximately USD 625000000 for the said transaction relating to the sale of injectablesbusiness subject to agreed adjustments permitted under applicable law including forrepayment of lenders debt certain inter-group transactions and other closingadjustments which may be substantial. With respect to the said transactions the Companyhad obtained approval of the shareholders through the postal ballot on February 17 2017.

Further the Board of Directors in its meeting held on May 8 2017 has approvedentering into a definitive agreement with Otsuka Pharmaceutical Factory Inc. (Japan)("Otsuka") to sell the Company's 20% stake in the Joint Venture("JV") Otsuka Pharmaceutical India Private Limited (formerly known as ClarisOtsuka Private Limited); for a total consideration of USD 20000000. The aforesaidtransaction is subject to regulatory approvals including FIPB; after this the Companywill not have any stake in Otsuka Pharmaceutical India Private Limited.

There have been no material changes and commitments except as mentioned above affectingthe financial position of the Company between the end of the financial year and the dateof this Directors' Report.

There is no change in the nature of business of the Company during the year underreview.

FUTURE OUTLOOK / GROWTH PLANS

The speciality injectables business continue to grow at 30%+ growth year on year on theback of a 63% growth in USA as compared to the previous year; with 26 ANDAs in thepipeline including a few large products expected to be approved over the next couple ofyears; USA will continue to drive the growth in future as well. The Company has identifiedits 3 year growth capex which included installing 2 additional lines in Clarion 2 andtargeting a new plant for commercialization 2020 to meet the growing demands of genericinjectables products in the US.

The company has entered into Definitive Agreements with Baxter Group in December 2016to sell its Speciality Injectable Business further it has also entered into agreementswith Otsuka for the sale of 20% stake in the JV the Company plans to repatriate asignificant majority of the funds received from the sale of businesses to itsshareholders.

DEPOSITS

During the year under review the Company has neither invited nor accepted any depositsfrom the public under Section 76 and Chapter V of the Companies Act 2013 and rules madethereunder.

SUBSIDIARIES AND ASSOCIATES

The Company has five Indian Subsidiaries fifteen Foreign Subsidiaries and oneAssociate Company as on March 312017.

The consolidated financial statements of the Company and all its subsidiary companieshave been prepared and duly audited by the Auditors and forming part of this AnnualReport. Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014 a statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures is attached to theConsolidated Financial Statements in prescribed Form AOC-1. The statement also providesthe details of performance and financial position of each of subsidiaries/associatecompanies/joint ventures.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements and related information of the subsidiaries where applicable will beavailable for inspection during working hours at the Company's registered office inAhmedabad India for a period of twenty-one days before the date of the Annual GeneralMeeting. These are also available on the Company's website www.clarislifesciences.com

INSURANCE

The assets/ properties of the Company are adequately insured against the loss of fireriots earthquake terrorism etc and other risks that are considered necessary by themanagement. Apart from the above the Company has also Public and Product Liability andDirectors' and Officer's Liability Insurance Policies.

AWARDS AND RECOGNITION

Sheer perseverance and performance coupled with able leadership and stringentmanagement frameworks have time-and-again took your company to the top echelon oforganizational and individual recognitions. These awards and citations motivate us tocontinue striving harder. These are covered in detail in the "Management Discussion& Analysis" forming part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Mr. Aditya Handa Non-Executive and Non-Independent Director of the Company retire byrotation at the conclusion of this Annual General Meeting and being eligible offer himselffor re-appointment. A brief resume of Mr. Aditya Handa being the Director retiring byrotation and seeking appointment/re-appointment at the ensuing Annual General Meeting isgiven in the section on "Report on Corporate Governance" forming part of thisAnnual Report.

Ms. Milina Bose Non-Executive and Non-Independent Director of the Company retire byrotation at the conclusion of this Annual General Meeting and being eligible offer herselffor re-appointment. A brief resume of Ms. Milina Bose being the Director retiring byrotation and seeking appointment/re-appointment at the ensuing Annual General Meeting isgiven in the section on "Report on Corporate Governance" forming part of thisAnnual Report.

During the year under review and upto the date of this Report Mr. Amish Vyas'sappointment had been regularized as a Non-Executive and Non-Independent Director of theCompany in its last Annual General Meeting held on July 29 2016. Mr. Chetan S. Majmudarhas been re-designated from Whole Time Director to Non-Executive and Non-IndependentDirector of the Company from August 19 2016. Further Mr. Chetan S. Majmudar resigned asa Non-Executive and Non-Independent Director w.e.f. May 20 2017. The Board of Directorsappointed Mr. Shyamsunder Sharma as an Additional Executive and Non-Independent Directorof the Company w.e.f. May 20 2017. Mr. Shyamsunder Sharma holds office as an AdditionalExecutive and Non-Independent Director until this Annual General Meeting of the Companyand is eligible for appointment as a Director who is liable for retirement by rotation.The Company has received a notice under Section 160 of the Companies Act 2013 from amember with requisite deposit signifying his intention to propose the candidature of Mr.Shyamsunder Sharma for the office of an Executive and Non-Independent Director. A briefresume of Mr. Shyamsunder Sharma being an Additional Director seeking appointment at theensuing Annual General Meeting is given in the section on "Report on CorporateGovernance" forming part of this Annual Report.

Mr. Arjun Handa Vice - Chairman & Managing Director Mr. Chandrasingh PurohitWhole Time Director & CFO Mr. Kirit H. Kanjaria Company Secretary & ComplianceOfficer and Mr. Shyamsunder Sharma Additional Executive and Non-Independent Director alsoappointed as Whole Time Director of the Company w.e.f. May 20 2017 are the KeyManagerial Personnel in terms of Section 203(1) of the Companies Act 2013.

As on date of this Report the Board of Directors of the Company comprised of nineDirectors one of whom is the Vice - Chairman & Managing Director. The remaining eightDirectors comprises of one Chairman who is a Non-Executive and Independent Director twoWhole Time Director (including one Additional Director) three Non-Executive andNon-Independent Directors and two Non-Executive and Independent Directors.

DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declaration pursuant to Section 149(7) of the Companies Act2013 from each of its Non-Executive and Independent Directors to the effect that they meetthe criteria of independence as provided in Section 149(6) of the Companies Act 2013Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred as "Listing Regulations").These declarations have been placed before and noted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that:

(a) In the preparation of the annual accounts for the financial year ended on March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year March 312017 andof the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

During the year under review five meetings of the Board of Directors were held and thedetails of the meetings of the Board of Directors are given in the section on "Reporton Corporate Governance" forming part of this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee which has framedNomination and Remuneration Policy. The Nomination and Remuneration Policy inter aliadeals with the selection appointment and remuneration of the Directors Key ManagerialPersonnel and other employees of the Company including criteria for determiningqualifications positive attributes independence and other matters as provided in Section178(3) of the Companies Act 2013.

The Nomination and Remuneration Policy pursuant to Section 178(4) of the Companies Act2013 is on the Company's website and the link thereto ishttp://www.clarislifesciences.com/global/Financial/1Dec15%20-%20Nomination%20and%20Remuneration%20Policy%20(L0DR).pdf There has been no changein the policy since last year. We affirm that the remuneration paid to the directors is asper the terms laid out in the Nomination and Remuneration Policy.

CODE OF CONDUCT

For Board of Directors and Senior Management Group

The Board of Directors of the Company has laid down a code of conduct for all the BoardMembers and Senior Management Group of the Company. The main object of the Code is to seta benchmark for the Company's commitment to values and ethical business conduct andpractices. Its purpose is to conduct the business of the Company in accordance with itsvalue systems fair and ethical practices applicable laws rules and regulations.Further the Code provides for the highest standard of professional integrity whiledischarging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmedcompliance with the code of conduct for the financial year ended on March 312017 asrequired by Regulation 26(3) of the Listing Regulations. A declaration signed by the Vice- Chairman & Managing Director to this effect is attached as a part of this AnnualReport. The code of conduct is also available on the website of the Company www.clarislifesciences.com

For Prevention of Insider Trading

The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 is a framework for prohibition of insider trading in securities and tostrengthen the legal framework thereof. Pursuant to Regulation 8 of Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 the Companyhas formulated and adopted the Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information ("Code of Fair Disclosure") of theCompany. The Code of Fair Disclosure is available on the website of the Companywww.clarislifesciences.com

Further pursuant to Regulation 9 of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 the Company has formulated and adoptedthe Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines andprocedures to be followed and disclosures to be made while dealing with the shares of theCompany and cautioning them on the consequence of non-compliances. The Company Secretaryhas been appointed as a Compliance Officer and is responsible for monitoring adherence tothe Code. The code of conduct to regulate monitor and report trading by insiders is alsoavailable on the website of the Company www.clarislifesciences.com

BOARD EVALUATION

Pursuant to the provisions of Sections 178(2) of the Companies Act 2013 and Regulation17(10) of the Listing Regulations the Nomination and Remuneration Committee / Board hascarried out evaluation of the performance of the Board its Committees and individualDirectors. A structured evaluation feedback form was prepared pursuant to Guidance Note onBoard Evaluation issued by Securities and Exchange Board of India vide Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and after taking into considerationthe inputs received from the Directors covering various aspects such as boardcomposition flow of board process information and functioning establishment anddetermination of responsibilities of Committees and quality of relationship between theBoard and the management. The performance of Individual Directors and the Board Chairmanwas also carried out in terms of attendance contribution at the meetings circulation ofsufficient documents to the Directors timely availability of the agenda etc. Furtherpursuant to Schedule IV of the Companies Act 2013 the performance evaluation of theIndependent Directors was carried out by the entire Board of Directors of the Companyexcept the one being evaluated. The Board of Directors expressed their satisfaction withthe evaluation process.

BOARD COMMITTEES

The Company has five Committees of Board viz

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Executive Committee re-named as Committee of Directors w.e.f August 19 2016

Details of the Committees of the Board vis-a-vis their terms of reference compositionnumber of meetings held during the year etc. are given in the section on 'Report onCorporate Governance' forming part of this Annual Report.

STATUTORY AUDITORS

Pursuant to Section 139 and other applicable provisions of the Companies Act 2013 andrules made thereunder M/s. Shah & Shah Associates (Firm Registration Number:113742W) Chartered Accountants Ahmedabad Statutory Auditors were appointed as aStatutory Auditors of the Company at the Twentieth Annual General Meeting held onSeptember 23 2015 for five years i.e. Financial Year 2015-16 to Financial Year 2019-2020from conclusion of Twentieth Annual General Meeting till the conclusion of Twenty fifthAnnual General Meeting subject to ratification at every Annual General Meeting.Accordingly the members are requested to ratify the appointment of M/s. Shah & ShahAssociates (Firm Registration Number: 113742W) Chartered Accountants Ahmedabad asStatutory Auditors for the financial year ending on March 312018.

The eligibility certificate pursuant to Section 141 of the Companies Act 2013 and therules made thereunder is also received from the Statutory Auditors of the Company.

The Standalone and Consolidated Auditors' Report for the financial year ended on March31 2017 have been provided in "Financial Statements" forming part of thisAnnual Report.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 and rules made thereunder theCompany has appointed M/s. SPANJ & Associates Company Secretaries as SecretarialAuditor of the Company for the financial year ended on March 312017. The SecretarialAudit Report for the financial year ended on March 312017 is attached as Annexure - 1 tothe Directors' Report and forming part of this Annual Report.

DIRECTORS' RESPONSE ON AUDITORS' QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMER MADE

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their Auditors' Report or by the Company Secretary in practice in theirSecretarial Audit Report. Further pursuant to Section 143(12) of Companies (Amendment)Act 2015 the Auditors in the course of performance of their duties have not reported anyincident of fraud to the Audit Committee of the Company or the Central Government duringthe year under review.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Companies Act 2013 and rules made thereunder theextract of the Annual Return in the prescribed Form MGT - 9 is attached as Annexure - 2 tothe Directors' Report and forming part of this Annual report.

CORPORATE GOVERNANCE

Pursuant to the Regulation 34(3) read with Schedule V Part C of the ListingRegulations a "Report on Corporate Governance" is given separately formingpart of this Annual Report. Pursuant to Regulation 34(3) read with Schedule V Part E ofthe Listing Regulations the Certificate from M/s. SPANJ & Associates CompanySecretaries Mr. Ashish C. Doshi Partner confirming compliance with the conditions ofCorporate Governance is annexed to the Corporate Governance Report forming part of thisAnnual Report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the Regulation 34(2)(e) read with Schedule V Part B of the ListingRegulations "Management Discussion & Analysis" is given separately formingpart of this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Ac 2013 and the rules made thereunderparticulars of loans given investments made or guarantees given or securities providedhave been provided in "Financial Statements" forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provision of Section 188 of the Companies Act 2013 and Rule 8(2) ofthe Companies (Accounts) Rules 2014 particulars of contracts or arrangements withrelated parties falling within the scope of Section 188(1) of the Companies Act 2013given in prescribed Form AOC-2 is attached as Annexure - 3 to the Directors' Report andforming part of this Annual Report.

RISK MANAGEMENT AND INTERNAL CONTROLS

A strong risk management and internal control system forms the backbone for our robustrisk management practices. In line with our commitment to provide sustainable returns toall our stakeholders Claris has clearly defined systems and policies for timelyaddressing key business challenges and opportunities. Claris ERM framework has beendeveloped in assistance with Deloitte Touche Tohmatsu India Limited Liability Partnership("Deloitte") and international standards & references such as COSO(Committee of Sponsoring Organization of Treadway Commission). The framework haseffectively been used to identify and analyze unforeseen risks resulting in themanagement taking risk informed decisions. The final ownership for and implementation ofrisk response strategies rests with the Senior Executives of the functional units or therisk owners.

Deloitte has further advised the company with respect to internal controls overfinancial reporting and have shared recommendations for management's selection anddevelopment of an internal control framework and development of risk and control matrices.

Enterprise Risk Management

At Claris Risk Management is a key strategic focus for the Members of Board and theSenior Management. Company has formulated a ERM framework developed based on the COSO(Committee of Sponsoring Organisations of the Treadway Commission USA). The ERM frameworkincludes the process for identification evaluation monitoring and mitigation of risksrelevant to achieve the business objectives besides prioritisation of risks in terms oftheir relevance and frequency. This assists the management to prioritise the risks andfocus on high priority items which may have significant adverse impact. All key functionsof the Company are independently responsible to monitor risks associated with in theirrespective areas of operations such as production supply chain marketing financeaccounting treasury legal and others areas like health safety and environment. The mainpurpose of Risk Management is to minimise adverse impacts and to leverage marketopportunities effectively. This also helps to sustain and enhance short-term and long-termcompetitive advantages to the Company. To sustain the risk management Senior ManagementGroup will be responsible for ensuring periodic reviews in their internal functions andthen the risks prioritised based on the ERM framework of the Company will be discussed inthe Management Committee and the Audit Committee on Annual basis.

Internal Controls & Internal Financial Controls

The Company has in place adequate systems of internal control commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable financial and operationalinformation complying with applicable statutes safeguarding assets from unauthorized useor losses executing transactions with proper authorization and ensuring compliance ofcorporate policies. The Company through its own Internal Audit Department & theCo-sourced firm of Internal Auditors (M/s. KPMG Ahmedabad) carries out periodic auditsto cover all the functions & business segments based on the plan approved by the AuditCommittee and bring out any deviation to internal control procedures. The observationsarising out of audit are periodically reviewed and compliance ensured. The summary of theInternal Audit observations and status of the implementation is submitted to the AuditCommittee. The status of implementation of the recommendations is reviewed by theCommittee on a regular basis and concerns if any are reported to the Board.

The details of the risk faced by the Company and the mitigation thereof have beencovered in "Management Discussion & Analysis" forming part of this AnnualReport.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 and rules made thereunder theCompany has established a Vigil Mechanism Policy to provide a mechanism for the Directorsand employees to report their grievances genuine concerns about unethical behaviouractual or suspected fraud and violation of the Company's Code of Conduct or EthicsPolicy. The mechanism provides for adequate safeguards against victimisation ofDirectors/employees and also provides for direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted the Corporate Social Responsibility (CSR) Committee in termsof Section 135 of the Companies Act 2013 and rules made thereunder and the composition ofCSR Committee is given under Annexure - 4 to the Directors' Report. The Board of Directorshas adopted a CSR policy which inter alia contains activities that can be undertaken bythe Company for CSR composition and meetings of the CSR Committee annual allocation forCSR activities areas of CSR projects criteria for selection of CSR projects modalitiesof execution/ implementation of CSR projects and monitoring mechanism of CSR activities/projects. An annual report on the CSR activities of the Company in the prescribed formatis attached as Annexure - 4 to the Directors' Report and forming part of this AnnualReport. The CSR Policy is available on the website of the Company and link thereto ishttp://www.clarislifesciences.com/global/Financial/Corporate-Social-Responsibility-Policy.pdf

POLICY FOR PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Directors state that during the year under review there were no complaintsreported under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

PARTICULARS OF EMPLOYEES

Details required pertaining to the ratio of the remuneration of each Director to themedian employees' remuneration and such other details in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached asAnnexure - 5(A) to the Directors' Report and forming part of this Annual report.

A statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure - 5(B) to theDirectors' Report and forming part of this Annual Report. However in terms of Section 136of the Companies Act 2013 the Annual Report are being sent to the Members and otherentitled thereto excluding the said annexure which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company if any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 the Conservation of Energy Technology Absorptionand Research and Development are not applicable to the Company.

The Company used foreign exchange amounting to Rs. 1026.79 Lacs and earned foreignexchange amounting to Rs. 728.71 Lacs during the year ended March 312017.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During the year under review there were no significant and/or material orders passedby any Court or Regulator or Tribunal which may impact the going concern status or theCompany's operations in future.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notificationSEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 6 2017 the Business Responsibility Reportis to be given only by top 500 listed companies therefore the same is not applicable tothe Company as on March 312017.

ACKNOWLEDGMENTS

The Board of Directors greatly appreciates the commitment and dedication of employeesat all levels who have contributed to the growth and success of the Company. We also thankall our clients vendors investors bankers and other business associates for theircontinued support and encouragement during the year.

We also thank the Government of India Government of Gujarat Ministry of Commerce andIndustry Ministry of Finance Customs and Excise Departments Income Tax Department andall other Government Agencies for their support during the year and look forward to theircontinued support in future.

For and on Behalf of the Board of Directors

Arjun Handa Chandrasingh S. Purohit
Vice - Chairman & Managing Director Whole Time Director & CFO
(DIN: 00159413) (DIN: 00199651)
Place : Ahmedabad
Date : May 20 2017