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Lupin Ltd.

BSE: 500257 Sector: Health care
NSE: LUPIN ISIN Code: INE326A01037
BSE 00:00 | 18 Jun 1157.15 -5.50
(-0.47%)
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1170.30

HIGH

1178.00

LOW

1141.45

NSE 00:00 | 18 Jun 1155.60 -7.15
(-0.61%)
OPEN

1165.00

HIGH

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LOW

1141.10

OPEN 1170.30
PREVIOUS CLOSE 1162.65
VOLUME 123159
52-Week high 1267.50
52-Week low 828.65
P/E 41.71
Mkt Cap.(Rs cr) 52,506
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1170.30
CLOSE 1162.65
VOLUME 123159
52-Week high 1267.50
52-Week low 828.65
P/E 41.71
Mkt Cap.(Rs cr) 52,506
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lupin Ltd. (LUPIN) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting their report on business and operations ofyour Company for the year ended March 31 2020.

Financial Results

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operations 110256.6 113563.2 153747.6 146645.6
Other Income 4751.9 2913.4 4837.6 3330.1
Profit before interest depreciation and tax 23828.0 31441.2 28385.6 28937.3
Less: Finance Costs 525.9 354.7 3629.8 3024.9
Less: Depreciation and amortisation 5187.5 4263.0 9702.2 8460.5
Profit before share of Profit from Jointly Controlled Entity exceptional items and Tax 18114.6 26823.5 15053.6 17451.9
Add: Share of Profit from Jointly Controlled Entity - - 39.4 37.5
Less: Exceptional Items 7592.1 3399.8 7520.7 3399.8
Less: Provision for taxation (including deferred tax) 3247.0 8035.4 11571.1 8879.4
Profit/(Loss) after tax from continuing operations 7275.5 15388.3 (3998.8) 5210.2
Profit/(Loss) after tax from discontinued operations - - 1301.0 944.6
Profit/(Loss) after tax and before non-controlling interest 7275.5 15388.3 (2697.8) 6154.8
Share of Profit/(Loss)attributable to Non-controlling Interest - - (3.9) 89.3
Net Profit/(Loss) attributable to Shareholders of the Company 7275.5 15388.3 (2693.9) 6065.5

Performance Review

Consolidated Revenue from Operations for the year ended March 31 2020 was Rs. 153747.6million higher by 4.8% over the previous year. International business contributed 63%.Consolidated profit before exceptional items and tax was Rs. 15053.6 million. Exceptionalitems pertain to impairment of '15893.2 million related to certain acquired IPs profit ofRs. 14121.0 million on divestment of the Company's entire stake in Kyowa PharmaceuticalIndustry Co. Limited Japan settlement amount of Rs. 3791.8 million in respect of Stateof Texas lawsuit in the USA and loss of Rs. 1956.7 million on divestment of the Company'sentire stake in Kyowa CritiCare Co. Limited Japan. Exceptional items for the year endedMarch 31 2019 pertained to provision for fine to European commission. Net loss afterexceptional items was Rs. 2693.9 million.

COVID-19 Pandemic

Amidst the ongoing COVID-19 pandemic that has gripped the world your Directorsappreciate the stupendous efforts of the Lupin family in ensuring health and safety ofemployees across the globe as also maintaining continuity of supply of much-neededproducts for communities and patients the Company serves. The Company put into practice

the values imbibed by the beloved Chairman Late Dr. Desh Bandhu Gupta and hisuncompromising commitment to continue work and ensure that despite challenges life-savingmedicines manufactured by the Company are available across the world. With a view tofacilitate the upkeep of good health for its employees across India the Company extendeda medical outreach program - L I B E R A T E (Lupin's Initiative to BringCovidl9 Education & provide Recommendations for Advocacy testing& Treatment assistance to Employees) for those who wished to seekmedical assistance during lockdown.

The Company's Global Giving Program directed its relief efforts towards mitigating theCOVID-19 crisis.

In its fight against COVID the Company's CSR arm Lupin Human Welfare and ResearchFoundation has been at the forefront for providing relief by supplying food medicinespersonal protective equipment etc. to the underprivileged and frontline warriors acrossregions. Various initiatives were undertaken to support the overburdened national andstate healthcare systems in India and elsewhere in the world to supplement the reliefefforts to tackle the ongoing COVID crisis. The Company has extended support anddistributed essential commodities where the need is the most.

Dividend

With a view to compensate shareholders due to dividend becoming taxable effective April1 2020 your Directors recommended higher dividend of 300% (' 6/- per equity share) asagainst 250% (' 5/- per equity share) of the previous year. The total dividend amount isRs. 2718.4 million.

Pursuant to Regulation 43A(1) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) Dividend Distribution Policy hasbeen hosted on the website of the Company www.lupin.com (web link:https://www.lupin.com/pdf/corporate-policies/ dividend-distribution-policy.pdf).

Share Capital

During the year the paid-up share capital of the Company rose by Rs. 1 millionconsequent to the allotment of 504424 equity shares of Rs. 2/- each to eligible employeesof the Company and its subsidiaries on exercising options under various stock optionplans. Paid-up equity share capital as on March 31 2020 was Rs. 906 million.

Credit Rating

ICRA Limited (ICRA) assigned the rating 'ICRA A1+' (pronounced 'ICRA A one Plus') forthe Company's short-term credit facilities of Rs. 15000 million indicating very strongdegree of safety regarding timely payment of financial obligations.

Subsidiary Companies/Joint Venture

As on March 31 2020 the Company had 26 subsidiaries and a joint venture.

As part of streamlining Japanese operations and aligning with the vision to focus onkey markets and strategic priorities to achieve sustainable growth the Company divestedits entire stake in Kyowa Criticare Co. Ltd. Japan and Kyowa Pharmaceutical IndustryCo. Limited Japan effective September 30 2019 and December 9 2019 respectively.Consequently both entities ceased to be subsidiaries of the Company.

As part of internal restructuring on October 2 2019 Nanomi B.V. Netherlandswholly-owned subsidiary of the Company was merged with Lupin Holdings B.V. Netherlandswholly-owned subsidiary of the Company effective April 1 2019 and its name was changedto Nanomi B.V. Netherlands.

As part of reorganising business operations Lupin Pharma LLC Russia and SymbiomixTherapeutics LLC USA wholly-owned subsidiaries of the Company were liquidatedeffective April 9 2019 and December 30 2019 respectively.

The name of Lupin IP Ventures Inc. USA was changed to Lupin Management Inc. USAeffective March 10

2020.

In compliance with the first proviso to Section 129(3) of the Companies Act 2013 (Act)and Rules 5 and 8(1) of the Companies (Accounts) Rules 2014 salient features of thefinancial statements performance and financial position of each subsidiary and jointventure are given in Form No. AOC - 1 as Annexure 'A' to this Report. Financialstatements of subsidiaries and joint venture are available for inspection by Members atthe Registered Office of the Company during business hours pursuant to the provisions ofSection 136 of the Act. The Company shall provide a copy of the financial statements ofits subsidiaries and joint venture to Members free of cost upon their request. Thesefinancial statements are also available on the Company's website www.lupin.com.

Pursuant to the provisions of Regulation 46(2)(h) of the Listing Regulations policyfor determining material subsidiaries has been hosted on the Company's websitewww.lupin.com (web link: https:// www.lupin.com/pdf/corporate-policies/policy-for-determining-material-subsidiaries.pdf).

Management Discussion and Analysis

As stipulated by Regulation 34(3) read with Schedule V(B) of the Listing RegulationsManagement Discussion and Analysis forms part of this Annual Report.

Corporate Governance Report

Your Directors reaffirm their continued commitment to adhere to the highest standardsof Corporate Governance. As stipulated by Regulation 34(3) read with Schedule V(C) of theListing Regulations Corporate Governance Report forms part of this Annual Report. Annexedto the said Report is the Auditors' certificate as prescribed under Schedule V(E) of theListing Regulations.

Business Responsibility Report

As stipulated by Regulation 34(2)(f) of the Listing Regulations the BusinessResponsibility Report forms part of this Annual Report.

Corporate Social Responsibility (CSR)

With a holistic approach the Company's CSR arm Lupin Human Welfare and ResearchFoundation (LHWRF) focuses on the four thematic areas: Economic Social InfrastructureDevelopment and Natural Resource Management (NRM). LHWRF has a presence in 4546 villageslocated in 63 blocks of 23 districts spread across nine states in India.

It operates through 20 centres. Developing rural economy includes a family centeredapproach and initiation of actions to enable the upliftment of the poor. Other areas likedisaster relief and mitigation were taken up with a view to attain sustainabledevelopment.

The Company broadly undertakes the following CSR activities: -

• Economic Development;

• Social Development;

• Rural infrastructure Development;

• Natural Resource Management;

• Learn & Earn Program; and

• Disaster Relief and Mitigation.

Pursuant to the provisions of Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 during the year the Company ought to havespent Rs. 555.1 million on CSR activities. The actual spend was Rs. 342 million. Despitebest efforts the Company has been unable to execute its ambitious plan of setting-up astate-of- the-art JCI and NABH accredited hospital in Mumbai as it could not identify asuitable plot. The Company aims to continuously increase its CSR spend and is constantlyexploring new areas/activities particularly deeper sustainable projects to acceleratethe spend. During FY 2020-21 the Company will also make CSR spends towards relief effortsfor mitigating the COVID-19 pandemic including contribution to the PM CARES Fund.

Details of CSR activities undertaken by the Company are given in Annexure 'B' tothis Report. The policy on CSR which has been approved by the Board and the same has beenhosted on the Company's website www.lupin.com.

Directors' Responsibility Statement

In compliance with the provisions of Section 134(3)

(c) read with Section 134(5) of the Act to the best of their knowledge and belief yourDirectors confirm that: -

i) i n the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanations relating to material departures;

ii) they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company at the end of the financial year March 312020 and of the profit of your Company for that year;

iii) t hey have taken proper and sufficient care for the maintenance of adequateaccounting records

in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

iv) t he annual financial statements have been prepared on a going concern basis;

v) t hey had laid down proper internal financial controls and that the same areadequate and were operating effectively; and

vi) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Directors

As recommended by the Nomination and Remuneration Committee (NRC) the Boardre-appointed Ms. Vinita Gupta Chief Executive Officer for a period of five yearseffective May 28 2020 subject to approval of the Members. Ms. Vinita is an employee ofLupin Management Inc. USA wholly-owned subsidiary of the Company.

Pursuant to the provisions of Section 152 of the Act Mr. Nilesh Deshbandhu GuptaManaging Director retires by rotation at the forthcoming Annual General Meeting (AGM) andis eligible for re-appointment.

As recommended by the NRC Mr. Ramesh Swaminathan Executive Director Global CFO &Head Corporate Affairs was appointed as an Additional Director effective March 26 2020.Pursuant to the provisions of Sections 149 and 152 of the Act

Mr. Ramesh holds office up to the date of the forthcoming AGM. Mr. Ramesh brings to theCompany rich experience of over 30 years. In addition to having worked with the Companyfor more than a decade in his earlier stint he has also worked with reputed organizationsin diverse industry sectors such as VST Industries Ltd SPIC Group Standard CharteredBank Henkel and L&T. Notices under Sections 152 and 160(1) of the Act have beenreceived from certain Members proposing his name for appointment as Director.

At the 34th AGM held on August 3 2016

Mr. Jean-Luc Belingard was appointed as an Independent Director to hold office till theconclusion of the 38th AGM. Pursuant to the provisions of Sections 149 152read with Schedule IV of the Act and Rules made thereunder and as recommended by the NRCMr. Belingard is being re-appointed as an Independent Director to hold office for a periodof five years after the conclusion of the 38th AGM i.e. from August 12 2020till August 11 2025.

His appointment is subject to approval by the Members vide a Special Resolution at theensuing AGM. Mr. Belingard has consented for being appointed as an Independent Directorand has confirmed that he is not disqualified from being appointed as a Director. He hasalso submitted declaration as

regards Independent status vis-a-vis the Company. Notices under Sections 152 and 160(1)of the Act have been received from certain Members proposing his name for appointment asDirector.

In compliance with the provisions of Section 149(7) of the Act and Regulation 25(8) ofthe Listing Regulations all the Independent Directors have submitted declarations thatthey meet the criteria of independence as provided in Section 149(6) of the Act andRegulation 16(l)(b) of the Listing Regulations respectively and that there has been nochange in the circumstances affecting their status as Independent Directors of theCompany.

During the year eight Board meetings were held

on May 15 2019 June 10 2019 August 7 2019 August 21 2019 November 6 2019November 11 2019 February 6 2020 and March 25 2020 the details of which are given inthe Corporate Governance Report which forms part of this Annual Report.

Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and Rule 8(4) of theCompanies (Accounts) Rules 2014 an annual performance evaluation was carried out by theBoard of its own performance Directors individually and Committees of the Board.Performance evaluation of the Board and Committees was done by the Board after seekinginputs from all Directors inter-alia covering different criteria viz. adequacy andcomposition of the Board quality of deliberations transparency effectiveness of Boardprocedures observance of governance and contributions of Directors at Board and Committeemeetings. In evaluating the performance of individual Directors criteria such asleadership qualities qualifications responsibilities shouldered analytical skillsknowledge participation in long-term strategic planning inter-personal relationships andattendance at meetings was taken into consideration. In compliance with Regulation 17(10)of the Listing Regulations the Board carried out performance evaluation of IndependentDirectors without the participation of the Director being evaluated. The performanceevaluation was carried out based on parameters such as initiative contributionsindependent judgement understanding the business environment and understanding ofstrategic issues. Independent Directors are a diversified group of recognisedprofessionals with wide horizon of knowledge competence and integrity who express theiropinions freely and exercise their own judgements in decision-making. Overseas IndependentDirectors have international perspectives and bring them to bear upon during

Board deliberations. There is no conflict of interest of Independent Directors with theCompany.

Audit Committee

All Members of the Audit Committee viz.

Dr. K. U. Mada Chairman Mr. Dileep C. Choksi and Dr. Kamal K. Sharma areNon-Executive Directors.

Dr. Mada and Mr. Choksi are Independent Directors.

All recommendations made by the Audit Committee were accepted by the Board. Thefunctions performed by the Audit Committee particulars of meetings held and attendance ofMembers at the said meetings are given in the Corporate Governance Report which formspart of this Annual Report.

Nomination and Remuneration Policy

The Board has on the recommendations of the NRC formulated a Policy relating to theremuneration of Directors key managerial personnel and other employees as stipulated bySection 178(3) of the Act and Regulation 19(4) of the Listing Regulations. The policy laysdown the guiding principles the philosophy and the basis for recommending payment ofremuneration to the executive/non-executive Directors (by way of sitting fees andcommission).

It includes criteria for determining qualifications positive attributes andindependence of directors and other matters. The functions of the NRC are disclosed in theCorporate Governance Report which forms part of the Annual Report. In terms of proviso toSection 178(4) of the Act the Nomination and Remuneration Policy has been hosted on theCompany's website www.lupin.com (web link: https://www.lupin.com/pdf/corporate-policies/nomination-and- remuneration-policy-ll-final.pdf).

Related Party Transactions

No transaction with related parties conflicted with the interests of the Company. Alltransactions entered by the Company with related parties during the financial year werein the ordinary course of business and on an arm's length pricing basis. The AuditCommittee periodically approves related party transactions. Material related partytransactions were entered into by the Company only with its subsidiaries. Apart fromremuneration sitting fees and commission there is no pecuniary transaction with anyDirector which had potential conflicts of interest with the Company.

As approved by the Members vide Postal Ballot

Dr. Kamal K. Sharma Vice Chairman also served as an Advisor from April 1 2019 toSeptember 30 2019. Particulars of his remuneration as Advisor are given in Annexure'H' to this Report. As stipulated by Section 134(3)(h) of the Act read with Rule 8(2)of the Companies (Accounts) Rules 2014 disclosure of particulars ofcontracts/arrangements entered into by the Company with related parties are given in FormNo.

AOC - 2 as Annexure 'C' to this Report. In compliance with Regulation 46(2)(g)of the Listing Regulations the policy on dealing with related party transactions asapproved by the Board has been hosted on the Company's website www.lupin.com and web linkfor the same is https://www.lupin.com/pdf/corporate-policies/policy-related-party-transactions.pdf.

Risk Management

The Company has a structured approach for handling risks. It has in place a RiskManagement framework which defines roles and responsibilities at different levels. RiskManagement team reviews the overall risks and identifies the critical 'risks that matter'.The Risk Management Committee (RMC) formulated in compliance with Regulation 21 of theListing Regulations reviews at regular intervals the overall risks at Company level andensures that it has a robust monitoring mechanism along with adequate mitigation plans forthe critical 'risks that matter' based on their probability of occurrence potentialimpact and volatility. The emerging risks are discussed periodically with the concernedoperational and business teams which includes review of the mitigation plans. The Boardhas defined role and responsibilities of the RMC and has delegated to it monitoring andreviewing the risk management plan. Constitution of the RMC its terms of referencedetails of meeting held and attendance thereat are given in the Corporate GovernanceReport which forms part of the Annual Report.

Particulars of loans/guarantees/ investments/securities

Pursuant to the provisions of Section 134(3)(g) of the Act particulars of loansguarantees investments and securities given under Section 186 of the Act are given in thenotes to the Financial Statements forming part of this Annual Report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8of the Companies (Accounts) Rules 2014 are given in Annexure 'D' to this Report.

Human Resources

Your Company strongly believes that human resources are its invaluable assets. TheCompany has the privilege of being recognised as 'Great Place to Work' and it has retainedits position of being the No. 1 Company in Pharma and Biotech Industry in 2019. Aftersecuring 2nd rank in 2013 in the same category the Company secured the topposition in 2014 and

has ever since maintained its rank every year it participated. Your Company was namedin the Top 50 companies of India. The Company's 'people-first' culture best-in-class workenvironment and innovative learning initiatives were the prime drivers behind theselaurels.

The Company has in place an Internal Complaints Committee as mandated by the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Alsothe employees are regularly sensitized about matters connected with prevention of sexualharassment.

Employees Stock Options

Pursuant to the provisions of Regulation 14(B) of the SEBI (Share Based EmployeeBenefits) Regulations 2014 details of stock options as on March 31 2020 are given in Annexure'E' to this Report.

Vigil Mechanism/Whistleblower Policy

As stipulated by Section 177(9) of the Act read with Rule 7 of the Companies (Meetingsof Board and its Powers) Rules 2014 and Regulation 22 of the Listing Regulations theCompany has in place a strong vigil mechanism for Directors and employees to reportconcerns and provides adequate safeguards against victimization of persons who use thesaid mechanism. Details of the same are covered in the Corporate Governance Report whichforms part of the Annual Report. Over the years your Company established a reputation fordoing business with integrity and has displayed zero tolerance for any form of unethicalconduct or behaviour. The vigil mechanism provides direct access to the Chairperson of theAudit Committee. Whistleblower Policy has been hosted on Company's website www.lupin.com.Policies on Code of Conduct and Prevention of Sexual Harassment are on the internal portalof the Company.

Particulars of Employees Remuneration

Particulars of remuneration of employees required to be disclosed pursuant to theprovisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are given in Annexure 'F' tothis Report. Particulars of remuneration of employees for the year ended March 31 2020required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules forms part ofthis Report and shall be provided to Members upon written request pursuant to secondproviso of Rule 5. Particulars of remuneration of employees are available for inspectionby Members at the Registered office of the Company during business hours on all workingdays up to the date of the forthcoming AGM pursuant to Section 136(2) of the Act.

Auditors

At the 34th AGM held on Wednesday August 3 2016 Members appointed B S R& Co. LLP Chartered Accountants (Firm Regn. No. 101248W/W-100022) as StatutoryAuditors of the Company for a period of five years from the conclusion of the 34thAGM till the conclusion of the 39th AGM to be held in July/August 2021 subjectto ratification of their appointment by Members at every AGM.

The requirement of seeking ratification of Members for continuance of appointment ofStatutory Auditors at every AGM was withdrawn by the Companies Amendment Act 2017.

Pursuant to the provisions of Sections 139(1) and 141 of the Act the Company hasreceived Certificate from B S R & Co. LLP certifying that their appointment would beas per the conditions prescribed by the said Sections.

Internal Audit

Internal audit of Company's operations is conducted by the Corporate Internal Auditteam and other reputed firms appointed from time to time.

The Company also appointed local Chartered Accountant firms to conduct audits ofCarrying & Forwarding Agents and Central Warehouses of the Company in India. Internalaudit findings are discussed at meetings of the Audit Committee and corrective actionstaken.

Cost Audit

Pursuant to the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Amendment Rules 2014 and as recommended by the Audit Committee theBoard of Directors at its meeting held on May 15 2019 appointed Mr. S. D. ShenoyPractising Cost Accountant (FCMA No. 8318) as Cost Auditor to conduct cost audit for theyear ended March 31 2020. Mr. Shenoy confirmed that he was free from disqualifications asspecified under Section 141 read with Sections 139 and 148 of the Act held a validcertificate of practice and that his appointment met the requirements of Sections 141(3)(g) and 148 of the Act. He also confirmed that he was independent and maintained an arm'slength relationship with the Company and that no orders or proceedings were pendingagainst him relating to professional matters of conduct before the Institute of CostAccountants of India or any court/competent authority.

In terms of Rule 14 of the Companies (Audit and Auditors) Rules 2014 remuneration ofthe Cost Auditor is required to be ratified by Members. Accordingly an OrdinaryResolution was passed by the Members at the 37th AGM held on August 7 2019

approving the remuneration of Mr. Shenoy for the year ended March 31 2020.

The Company has duly maintained cost records as specified by the Central Governmentunder Section 148(1) of the Act.

In compliance with Section 148(6) of the Act read with Rule 6(6) of the Companies (CostRecords and Audit) Rules 2014 Cost Audit Report in Form No. CRA-4 (XBRL mode) for theyear ended March 31 2019 under the head 'Drugs and Pharmaceuticals' was filed with theCentral Government on October 11

2019 well within the prescribed time.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A ofthe Listing Regulations Ms. Neena Bhatia Practising Company Secretary (FCS No. 9492 CP.No. 2661) was appointed by the Board of Directors at its meeting held on May 15 2019 toundertake Secretarial Audit of the Company for the year ended March 31 2020. SecretarialAudit Report in prescribed Form No. MR-3 is given in Annexures 'G' and 'G'-1 tothis Report. The Company continues to have an unqualified Secretarial Audit Report.

Annual Secretarial Compliance Report

Pursuant to Circular No. CIR/CFD/CMD/1/27/2019 dated February 8 2019 issued by theSecurities and Exchange Board of India (SEBI) Ms. Neena Bhatia Practising CompanySecretary (FCS No. 9492 CP. No. 2661) was appointed for issuing Annual SecretarialCompliance Report for the year ended March 31

2020. The Report which was placed at the Board Meeting held on May 28 2020 confirmsthat the Company has maintained proper records as stipulated under various Rules andRegulations and that no action has been taken against the Company or its materialsubsidiaries or promoters/directors by SEBI/ BSE/NSE. The said Report shall be filed withStock Exchanges within stipulated time.

In compliance with the said Circular the Company submitted the Annual SecretarialCompliance Report for the year ended March 31 2019 to BSE and NSE on May 28 2019 withinthe stipulated time.

Compliance with Secretarial Standards

The Company continues to comply with Secretarial Standards on Board Meetings (SS-1) andGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Extract of Annual Return

As stipulated by the provisions of Sections 134(3)(a) and 92(3) of the Act read withRule 12(1) of the

Companies (Management and Administration) Rules 2014 an extract of the Annual Returnin Form No. MGT-9 as on March 31 2020 is provided as Annexure 'H' to this Report.The same is available on the Company's website www.lupin.com (web link: https://www.lupin.com/investors/extract-of-the-annual- return/).

Acknowledgements

Your Directors commend all employees of the Company for their dedication commitmenthard work and contributions. The Board wishes to express their

deep gratitude to various departments of the Central and State governments suppliersdistributors banks financial institutions analysts business associates medicalprofessionals customers and members.

For and on behalf of the Board of Directors

Manju D. Gupta Chairperson

(DIN: 00209461)

Mumbai May 28 2020