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Sanofi India Ltd.

BSE: 500674 Sector: Health care
NSE: SANOFI ISIN Code: INE058A01010
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P/E 37.54
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OPEN 6166.10
CLOSE 6226.70
VOLUME 517
52-Week high 6456.10
52-Week low 3901.00
P/E 37.54
Mkt Cap.(Rs cr) 14,054
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sanofi India Ltd. (SANOFI) - Director Report

Company director report

TO THE MEMBERS OF THE COMPANY

Your Directors have pleasure in presenting the Audited Accounts of your Company for thefinancial year ended 31st December 2017.

FINANCIAL RESULTS

Rs. in million

2017 2016
Revenue from Operations 24914 24197
Other Income 807 664
Total Income 25721 24861
Profit before Tax 5146 4804
Tax expense 1886 1762
Profit for the year 3260 3042
Other comprehensive income (Net of tax) (13) (58)
Total comprehensive income for the year 3247 2984

DIVIDEND

An interim dividend of Rs.18 per equity share of Rs.10 was declared by the Board ofDirectors and paid in August 2017.

Your Directors recommend payment of a final dividend of Rs. 53 per equity share ofRs.10.

If approved by the members at the Annual General Meeting (AGM) to be held on 8th May2018 the interim dividend and proposed final dividend will result in cash outflow ofRs.1636 million (excluding Dividend Distribution tax) for the year 2017.

The dividends were in accordance with the Dividend Distribution Policy of the Companywhich is available on the Company's website www.sanofiindialtd.com.

MANAGEMENT DISCUSSION AND ANALYSIS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Jerome Silvestre and Mr. Patrick Chocat resigned as Directors of the Company witheffect from close of business hours on 26th February 2017. Mr. Cyril Grandchamp-Desrauxand Mr. Thomas Rouckout were appointed as Additional Directors on the Board with effectfrom 27th February 2017. The members approved their appointment as Non-Executive Directorsof the Company at the AGM held on 5th May 2017.

Mr. Francois Briens retired as Non-Executive Director of the Company with effect from5th May 2017. The members passed a resolution at the last AGM of the Company held on 5thMay 2017 for not filling the vacancy caused by this retirement.

As on 31st December 2017 Dr. Shailesh Ayyangar Managing Director; Mr. Lionel GuerinWhole Time Director and Chief Financial Officer; Mr. Rajaram Narayanan Whole TimeDirector; Mr. Ashwani Sood Whole Time Director and Mr. Girish Tekchandani CompanySecretary were designated as Key Managerial Personnel (KMP).

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

Dr. Shailesh Ayyangar informed the Board at its meeting held on 15th December 2017 thathe will be taking up a regional role within Sanofi group and offered to step down as theManaging Director of the Company with effect from the close of the day on 31st December2017 while continuing as a Non-Executive Director. This was duly approved by the Board on15th December 2017.

The Board of Directors at its meeting held on 15th December 2017 appointed Mr. RajaramNarayanan as Managing Director of the Company for a period of 5 years with effect from 1stJanuary 2018. This appointment is subject to the approval of members at the GeneralMeeting. The necessary resolution for appointment of Mr. Rajaram Narayanan as ManagingDirector has been included in the Notice of the forthcoming AGM for the approval of themembers.

Mr. Subhash R. Gupte vide his letter dated 11th December 2017 informed the Company thathe would like to retire from corporate life and resign as Independent Director with effectfrom 1st January 2018. The Board noted this resignation on 15th December 2017.

Mr. A. K. R. Nedungadi vide his letter dated 15th January 2018 informed the Companythat he would like to resign as Independent Director effective immediately i.e. 15thJanuary 2018 in view of his involvement in various other matters requiring his immediateattention. The Board noted this resignation on 15th January 2018.

Mr. Rajaram Narayanan and Mr. Ashwani Sood retire by rotation at the forthcoming AnnualGeneral Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

As the Company does not have any subsidiaries and hence not required to publishConsolidated Financial Statements.

CORPORATE GOVERNANCE

As required under Regulation 34 of the Listing Regulations a Report on CorporateGovernance along with a Certificate of Compliance from the Auditors is part of thisReport.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st December 2017 as stipulatedunder Regulation 34 of the Listing Regulations is given in Annexure - B to this Report.

MEETINGS OF THE BOARD OF DIRECTORS

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

AUDIT COMMITTEE

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the Board and Committees on theactivities of the Company its operations and issues facing the pharmaceutical industry.During the year the Company organized a visit for the Directors to the manufacturingfacility of the Company situated at Verna Goa for familiarization of the manufacturingprocesses.

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

SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURES

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

RELATED PARTY TRANSACTIONS

All related party transactions which were entered into during the year under reviewwere on arm's length basis and in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with the PromotersDirectors and Key Managerial Personnel which may have a potential conflict with theinterests of the Company at large.

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

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

The Form AOC - 2 envisages disclosure of material contracts or arrangements ortransactions at arm's length basis. The details of the material Related Party Transactionsin financial year ended 31st December 2017 as per the Policy on dealing with RelatedParties adopted of the Company are disclosed in Annexure - D to this Report.

DEPOSITS FROM PUBLIC

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

LOANS GUARANTEES OR INVESTMENTS

The particulars of the loan to Shantha Biotechnics Private Limited are disclosed inForm AOC - 2 which forms part of this Report.

Details of the loans and investments made by your Company are also given in the notesto the financial statements.

RISK MANAGEMENT

Your Company has implemented a mechanism for risk management and formulated a RiskManagement Policy. The policy provides for creation of a Risk Register identification ofrisks and formulating mitigation plans. The Board of Directors reviews the risk assessmentand minimization procedures.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. in the preparation of the annexed accounts for the financial year ended 31stDecember 2017 all the applicable accounting standards have been followed along with properexplanation relating to material departures;

2. your Directors have selected such 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 and ofthe profit of the Company for that year;

3. your Directors have taken proper and sufficient care 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;

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

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

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

COST AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 the cost records maintained by the Company in respect of bulk drugs andformulations are required to be audited. Your Directors have on the recommendation of theAudit Committee appointed M/s. D. C. Dave & Co. Cost Accountants to audit the costaccounts maintained by the Company for bulk drugs and formulations for the financial yearending 31st December 2018.

As required by the Act the remuneration payable to the Cost Auditor is required to beplaced before the members in General Meeting for their ratification. Accordingly aresolution seeking approval of the remuneration payable to M/s. D. C. Dave & Co. asfixed by the Board is included in the Notice convening the AGM.

AUDITORS

M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration Number304026E / E300009) were appointed as Statutory Auditors of your Company to hold officefrom the conclusion of the Sixty-first AGM held in the year 2017 until the conclusion ofthe Sixty-sixth AGM to be held in the year 2022. Pursuant to Section 139(1) of the Act aresolution for ratification of this appointment has been included in the Notice conveningSixty-second AGM.

PERSONNEL

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

Details of employee remuneration as required under provisions of Section 197(12) of theAct read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 form part of this Report. However the reports andaccounts are being sent to the shareholders excluding the aforesaid remuneration. Anyshareholder interested in inspection of the documents pertaining to the above informationor desiring a copy thereof may write to the Company Secretary.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year 2017 the Company received four complaintsof alleged sexual harassment all of which were dealt with by taking appropriate actions.

SECRETARIAL AUDIT

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

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

EXTRACT OF ANNUAL RETURN

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

ACKNOWLEDGEMENTS

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

The Board also places on record its appreciation for the support and co-operation yourCompany has been receiving from the medical fraternity suppliers distributorsretailers business partners Government departments both at central & state level andall other stakeholders.

By Authority of the Board

ADITYA NARAYAN

CHAIRMAN

DIN: 00012084

22nd February 2018

ANNEXURE - A TO THE REPORT OF THE DIRECTORS

Statement containing particulars pursuant to Section 134(3)(m) of the Act read withRule 8(3) of the Companies (Accounts) Rules 2014 and forming part of the Report of theDirectors for the year ended 31st December 2017.

A. CONSERVATION OF ENERGY

Energy Conservation measures undertaken in 2017:

Ankleshwar factory

lCo-generation: Heat recovery boiler and vapor absorption machines were commissioned togenerate additional steam and chilled water by using waste heat. During 2017 additional3178 tons steam and 345937 m3 chilled water was generated that led to reduction of249504 SCM of natural gas consumption and 202483 kWh power consumption.

lPower consumption reduction initiatives of Rs. 1 million were undertaken to saveapprox. 135000 kWh power consumption viz. auto tube cleaning system for condensers of twobrine plants electric motorized valves in cooling water line of both brine plants wetparts coating with resin bonded fiber glass in brine circulation pump solar lightingsystem installed in API warehouse replacement of CFL lamps with LED lamps etc.

lSustained power factor > 0.95 of grid power led to rebate of Rs. 1.13 million fromDakshin Gujarat Vij Company Limited.

Goa factory lMore than 2 million litre of rainwater harvested and used for coolingtower. lCompressed air conservation and leakage identification and rectification programimplemented. lImplementation of LED lights for all new light fittings replacement oflight fittings. lPowder transfer system oil ring vacuum pump replaced with dry type vacuumpumps for lower power consumption.

Energy conservation measures proposed to be taken in 2018:

Ankleshwar factory

lCommission second co-generation to generate power steam and hot water. Direct use ofhot water will reduce steam consumption of process. It will also serve as backup power forsite.

lIncorporate auto tube brushing system in screw chiller condenser to obtain highestefficiency.

lReplacement of 2000 KVA old transformer with new OLTC type 2000 KVA transformer tomaintain constant output voltage reduce power consumption and serve as standby.

Goa factory lOptimization of electricity consumption by implementing opticlim software.lFeasibility study for 1 Megawatts onsite solar panels for electricity generation. lEnergyaudit for finding potential savings from operational & technological improvements.

Requisite data in respect of energy consumption is given below:

Power & Fuel Consumption Unit of Production Year Ended 31.12.2017 Year Ended 31.12.2016 Reasons for Variation
1. ELECTRICITY
(a) Purchased
Units million kWh 23.446 22.969 Change in product mix impacting consumption
Total Amount Rs. million 160.764 152.122
Rate/Unit Rs. 6.857 6.623
(b) Own Generation
(i) Through Diesel Generator
Units million kWh 0.704 0.682
Units per litre of
Diesel Oil kWh 4.268 4.132
Cost/Unit Rs. 12.597 13.014
(ii) Through Steam Turbine / Generator Nil Nil
2. COAL Nil Nil
3. FURNACE OIL / LSHS Nil Nil
4. NATURAL GAS
Quantity M3 3138929 3094441
Total Amount Rs. million 102.01 94.59
Average Rate Rs. 32.50 30.57
5. BIOMASS
Quantity Tons 2560 2619
Total amount Rs. million 16.26 14.88
Average Rate Rs. 6.353 5.680

Consumption per unit of production

Product Unit of Production Standards (if any) Year ended 31.12.2017 Year ended 31.12.2016 Reasons for Variation
1 ELECTRICITY - kWh
Bulk drugs Tonnes None 10676 8703 Consumption depends upon product mix
Bulk drugs K.Litre None Nil Nil
Formulations Million units None 1715 1821
2 FURNACE OIL/LSHS (K.LIT)
Bulk drugs Tonnes None Nil Nil
Bulk drugs K.Litre None Nil Nil
Formulations Million units None Nil Nil
3 NATURAL GAS IN THOUSAND M3
Bulk drugs Tonnes None 0.580 0.539 Consumption depends
upon product mix
Bulk drugs K.Litre None Nil Nil
Formulations Million units None 0.009 0.009

B. TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT (R&D)

Specific areas in which R&D carried out:

The Company carried out process development and clinical trials for existing and futureproducts.

Expenditure on R&D

a) Capital Rs. 11.04 million
b) Revenue Rs. 77.52 million
c) Total Rs. 88.56 million

d) Total R&D expenditure as a percentage of total turnover: 0.38%

Technology absorption adaptation and innovation:

1. Efforts in brief towards technology absorption adaptation and innovation:

The Company interacted with its holding company who continued to provide the latesttechnology.

2. Benefits derived as a result of the above:

It has helped the Company to retain its market position.

3. Imported Technology: Technology imported year of import and whether technology hasbeen fully absorbed.

Based on technology received from holding company a number of products were taken upfor manufacture and are in regular production. The technology for such products has beenfully absorbed.

C FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Total Foreign Exchange used Rs. 5257 million
b) Total Foreign Exchange earned Rs. 6306 million

By Authority of the Board

ADITYA NARAYAN

CHAIRMAN

DIN: 00012084

22nd February 2018

ANNEXURE - B TO THE REPORT OF THE DIRECTORS

BUSINESS RESPONSIBILITY REPORT

Sanofi India Limited (the Company or Sanofi) has a comprehensive set of policies andguidelines that support its business activities. This framework not only meets the variousregulatory requirements that apply to its business but exceeds them in certain cases.Sanofi's willingness to go beyond basic compliance reflects its desire to achieve thehighest standards in its activities.

Business Responsibility is embedded into Sanofi's core business strategy focused onpatients at the center of its activity. Sanofi's ambition is to play a wider role inenabling individuals to take control of their health by innovating and developingsolutions that meet their needs and by seeking to improve business performance andsustain its leadership in the pharmaceuticals sector in India.

This report highlights some of the business responsibility aspects of Sanofi.

SECTION A - GENERAL INFORMATION

1 Corporate Identity Number (CIN) of the Company L24239MH1956PLC009794
2 Name of the Company Sanofi India Limited
3 Registered address Sanofi House CTS NO.117-B L&T Business Park Saki Vihar Road Powai Mumbai 400072
4 Website www.sanofiindialtd.com
5 E-mail id igrc.sil@sanofi.com
6 Financial Year reported 1st January 2017 to 31st December 2017
7 Sector(s) that the Company is engaged in (industrial activity code-wise) 21002: Manufacture and sale of pharmaceutical products
8 List three key products/services that the Company manufactures/ provides (as in balance sheet) Drugs and Pharmaceuticals
9 Total number of locations where business activity is undertaken by the Company:
a) Number of International Locations None
b) Number of National Locations Head Office at Mumbai and two factories at Goa and Ankleshwar
10 Markets served by the Company India and 51 countries for exports for the year ended 31st December 2017

SECTION B - FINANCIAL DETAILS

1 Paid up Capital (Rs.) 230.3 million
2 Total Turnover (Rs.) net of Excise 23268 million
3 Total profit after taxes (Rs.) 3260 million
4 Total Spending on Corporate Social Responsibility (CSR) as percentage of average Net profit of the Company for last 3 financial years (Rs.) 82.9 million
5 List of activities in which expenditure in 4 above has been incurred Healthcare education and healthcare access (Refer CSR Report for details on CSR programs)

SECTION C - OTHER DETAILS

1 Does the Company have any Subsidiary Company / Companies? No
2 Do the Subsidiary Company / Companies participate in the Business Responsibility initiatives of the parent company? If yes then indicate the number of such subsidiary Company(ies)? NA
3 Do any other entity / entities (e.g. suppliers distributors etc.) that the Company does business with participate in the The Company expects that all its third-party business partners adhere to business principles consistent with the Company.
Business Responsibility initiatives of the Company? If yes then indicate the percentage of such entity/entities? [Less than 30% 30-60% More than 60%] The Company has Responsible Sourcing Policy which requires a detailed third-party compliance program.

SECTION D - BUSINESS RESPONSIBILITY INFORMATION

1. Details of Director/Directors responsible for Business Responsibility

a) Details of the Director/Director responsible for implementation of the BusinessResponsibility policy / policies

DIN Number 00268076
Name Dr. Shailesh Ayyangar (For FY 2017)
Designation Managing Director up to 31st December 2017
[Non-executive Director with effect from 1st January 2018]

b) Details of the Business Responsibility Head

DIN Number 00268076
Name Dr. Shailesh Ayyangar (For FY 2017)
Designation Managing Director up to 31st December 2017
[Non-executive Director with effect from 1st January 2018]
Telephone number (022) 2803 2000
e-mail ID Igrc.sil@sanofi.com

2. Principle-wise Business Responsibility Policy/policies (Reply in Y/N)

Principle 1: Businesses should conduct and govern themselves with Ethics Transparencyand Accountability.

Principle 2: Businesses should provide goods and services that are safe and contributeto sustainability throughout their life cycle.

Principle 3: Businesses should promote the well-being of all employees.

Principle 4: Businesses should respect the interests of and be responsive towards allstakeholders especially those who are disadvantaged vulnerable and marginalized.

Principle 5: Businesses should respect and promote human rights.

Principle 6: Businesses should respect protect and make efforts to restore theenvironment.

Principle 7: Businesses when engaged in influencing public and regulatory policyshould do so in a responsible manner.

Principle 8: Businesses should support inclusive growth and equitable development.

Principle 9: Businesses should engage with and provide value to their customers andconsumers in a responsible manner.

Sr. No. Questions P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9
1. Do you have a policy / policies for Y Y Y Y Y Y Y Y Y
2. Has the policy being formulated in consultation with the relevant stakeholders? Y Y Y Y Y Y Y Y Y
3. Does the policy conform to any national / international standards? If yes specify? (50 words) (1) (4) (2) (6) (8) (9) (7) (11) (12)
4. Has the policy being approved by the Board. If yes has it been signed by MD / owner / CEO / appropriate Board Director? (2) (2) (2) (2) (2) (2) (2) (2) (2)
5. Does the Company have a specified Committee of the Board / Director / Official to oversee the implementation of the policy? Y Y Y Y Y Y Y Y Y
6. Indicate the link for the policy to be viewed online? (3) (5) (13) (7) (3) (10) (3) (6) (13)
7. Has the policy been formally communicated to all relevant internal and external stakeholders? Y Y Y Y Y Y Y Y Y
8. Does the Company have in-house structure to implement the policy / policies? Y Y Y Y Y Y Y Y Y
9. Does the Company have a grievance redressal mechanism related to the policy / policies to address stakeholders' grievances related to the policy / policies? Y Y Y Y Y Y Y Y Y
10. Has the Company carried out independent audit / evaluation of the working of this policy by an internal or external agency? Y Y Y Y Y Y Y Y Y

(1) The policies are aligned to the Sanofi Group's Global Code of Ethics which definesthe Company's expectations when conducting Sanofi business. It is provided as a resourceto guide employees in dealing with issues both inside and outside the Group that they mayencounter as part of their day to day functional responsibilities. The Company adhered tothe Indian laws and regulations in cases where it is more stringent.

(2) Standards and Policies adopted by the Company's global parent have been put inplace in India.

(3)http://www.sanofiindialtd.com/l/pw/en/layout.jsp?scat=B939A1F2-2772-4FC2-8701-710B3DAC0610

(4) The Policy is compilation based on different global standards including that of theUnited Nations and International Labour Organization. Sanofi is a signatory to the UNglobal compact.

(5) http://suppliers.sanofi.com/web/documents-links/documents

(6) Managed as per the provisions of the Act and Rules made thereunder.

(7)http://www.sanofiindialtd.com/l/pw/en/layout.jsp?scat=13614F0E-9BE0-4AA0-885C-7DB6522F7D64

(8) Part of Sanofi Group's Global Code of Ethics.

(9) ISO 14001 - EMS: Environment Management System. (10)http://hse-fr.sanofi-aventis.com/Home/Welcome_en_US.aspx (11) As per the requirements ofthe Act.

(12) Sanofi Quality Policy is aligned with the International Standard ICH Q10:Pharmaceutical Quality System and ensures that the drugs are developed manufactured andmarketed observing applicable international regulatory standards. The life cyclemanagement of the product is designed considering the international standards andrequirements as laid down by the national legislations.

(13) Internal documents. Not published on the website.

2a. If answer to Sr. No. 1 against any principle is 'No' please explain why

Questions P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9
1. The Company has not understood the Principles - - - - - - - - -
2. The Company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles - - - - - - - - -
3. The Company does not have financial or manpower resources available for the task - - - - - - - - -
4. It is planned to be done within next 6 months - - - - - - - - -
5. It is planned to be done within the next 1 year - - - - - - - - -
6. Any other reason (please specify) - - - - - - - - -

3. Governance related to Business Responsibility

Indicate the frequency with which the Board of Directors Committee of the Board or CEOmeets to assess the Business Responsibility performance of the Company. Within 3 months3-6 months Annually More than 1 year:

In line with Sanofi Code of Ethics sustainability and business responsibility are theongoing discussions during all Board level meetings and business meetings led by theManaging Director. The Directors and senior management members affirm compliance with theCode of Ethics on annual basis.

The Company publishes the Business Responsibility Report in its Annual Report once ayear.

The Corporate Social Responsibility (CSR) Committee of the Company comprising amajority of Independent Directors is responsible for formulating implementing andmonitoring the CSR Policy of the Company under the guidance of the Board. ManagingDirector is part of this Committee. The Committee meets at least twice a year to reviewprogress on various CSR initiatives. The CSR Committee also approves Annual CSR Report asper the provisions of the Act. CSR Report is part of the Directors' Report.

Does the Company publish a Business Responsibility or a Sustainability Report? What isthe hyperlink for viewing this report? How frequently it is published?

This Business Responsibility Report is a part of the Annual Report and can be accessedon the website of the Company - www.sanofiindialtd.com.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1: Businesses should conduct and govern themselves with Ethics Transparencyand Accountability

The Code of Ethics defines the Company's expectations when conducting the Sanofibusiness. It is provided as a resource to guide employees in dealing with issues bothinside and outside the Group that employees may encounter as part of their day to dayfunctional responsibilities.

The Code sets forth the responsibilities of Sanofi to its employees and to industry asunder:

1. Employees:

The Company ensures diversity equality of opportunity health and safety and respectin the workplace for its employees.

2. Stakeholders:

- Patients and consumers: Sanofi is committed to product safety and quality and toensure that it complies with all legal regulatory and internal requirements so that itcan meet the obligation to act with integrity.

- Healthcare professionals: The Company is committed to follow applicable legislationsregarding the promotion of medicines and adhere to all relevant rules in all countries.

- Suppliers and contractors: In its business dealings the Company is governed by locallegislations internal charters and its standards in terms of human rights labourenvironment and ethical conduct. In particular its employees must require suppliers tocommit to resisting all forms of corruption.

- Government employees and representatives: Sanofi is committed to relationshipsfounded on honesty and integrity and pays particular attention to strict compliance withanti-corruption laws and regulations such as the OECD Convention the U.S. Foreign CorruptPractices Act and the U.K. Bribery Act.

- Shareholders and investors: The Company regularly provide shareholders and investorswith transparent information about its activities its strategy performance futureprospects and its financial position so that they can properly assess its situation.

These commitments depend on the engagement and ethical conduct of each of the employeesin all circumstances.

The Ethics & Business Integrity team led by Compliance Officer is dedicated toraising awareness of ethical conduct and to developing a range of resources - includingthis Code of Ethics - that will ensure everyone receives good training so as to embedcorporate ethics and strive for excellence.

If an employee of the Company believes in good faith that a rule or one of theprinciples laid down in this Code of Ethics has been or is about to be violated he or shemay inform his or her superior or Ethics & Business Integrity of his or her concernsregarding possible illegal practices or ethical violations. Ethics & BusinessIntegrity investigates the allegations reported with support from other functions whennecessary. Any report that reveals fraud a significant compliance breach or a significantinternal control weakness is addressed by corrective action and / or disciplinary actionand / or legal proceedings.

Principle 2: Businesses should provide goods and services that are safe and contributeto sustainability throughout their life cycle

Sanofi is committed to protect health enhance patient life provide hope and respondto the potential healthcare needs of people around the world. Sanofi works tirelessly tomake a difference to patient's lives every day and transform scientific innovations intotherapeutic solutions for patients.

As part of Sanofi Group the Company has a strong set of values that serve as thefoundation for its individual and Group performance. Upheld daily by everyone in Sanofithrough involvement actions and initiatives all in Sanofi are working for what reallymatters - Health.

The products manufactured at Sanofi's manufacturing site are approved by the regulatoryagencies like Medicines and Healthcare Products Regulatory Agency (MHRA) - United KingdomRegierungsprasidium Darmstadt (Germany) Medicines Control Council (MCC) -South AfricaTaiwan Food & Drug Administration (TFDA) - Taiwan State Administration of Ukraine onMedicinal Products (SAUMP) - Ukraine Therapeutic Goods Administration (TGA) - AustraliaHealth Authority - Canada Pharmaceuticals and Medical Devices Agency (PDMA) - JapanAgencia Nacional de Vigilancia Sanitaria (ANVISA) - Brazil and Pharmacy & PoisonsBoard (PPB) -Kenya followed by many regulatory approvals as per Indian Legislation; whichendorse the quality and safety of the products manufactured.

Sanofi's Quality Management Organizational structure is established to ensurecompliance with Sanofi Quality policy & applicable Good Practices (GxP) for allprocesses and activities that result in manufacture of world class healthcare products.

In addition GxP-related materials and equipment are purchased from approved suppliersusing pre-defined acceptance criteria including compliance with technical specificationsand quality requirements. The quality awareness of suppliers and subcontractors iscritical and is ensured throughout the product lifecycle by implementing Sanofi QualityManagement System.

As a commitment towards environmental protection Sanofi discourages the use of OzoneDepletion substances. Industrial sites are free from Chlorofluorocarbons (CFC) compoundsin all refrigeration units. All the CFC units are replaced by non-CFC compounds in phasedmanner. In 2017 the Company implemented rainwater harvesting project collected more than2 million litres of water and used in cooling tower as part of water conservation measure.More than 350 meters of Sanofi industrial sites border is developed with trees and dripirrigation is installed for survival of these trees. Also Ankleshwar site has upgradedBuilding Management System (BMS) to include all Heating Ventilation and Air Conditioning(HVAC) under BMS control and thereby optimizing use of steam and chilled water for HVACapplication. Solar lights are installed in warehouse thereby reducing electricalrequirement to the tune of 33000 kWh per annum.

Sanofi follows Good Manufacturing Practice (GMP) principles for product packaging andlabelling. Products are appropriately labeled as per drug legislation and have suitableBarcodes / Pharmacodes to assure safe distribution so as to avoid pilferage. Theauthenticity and anti-counterfeit feature for the product is maintained by using suitablesecurity seals in the packaging along with unique serialization and QR Code asimplemented for some products.

Sanofi continuously evaluates local and small vendors for different products andservices some of whom have become suppliers to Sanofi.

The Company also works on recycling of products and waste. The Ankleshwar site now hasa zero discharge waste water treatment facility.

Principle 3: Businesses should promote the well-being of all employees

Sanofi's employees across India are motivated by a sense of purpose and pride knowingthat their work has an impact on patients' lives. In developing its multiculturalworkforce the Company cultivates a rich source of talent innovation cooperation andcompetitive edge. Its challenge is to successfully prepare each individual for thehealthcare sector's rapidly changing and highly competitive environment in a way that isconsistent with Sanofi's values and it's "People Development Principles."

The HR processes that support Sanofi's people development policy through the "OneSanofi One HR" holistic model are even more effective because the Company taps therich diversity of its workforce giving it a remarkable opportunity to develop itscreativity and better address the needs of patients all over the world.

By cultivating the diversity of its multicultural workforce Sanofi creates a pool oftalent innovation expertise and competitiveness. For employees working in anenvironment that supports diversity and inclusion helps each individual thrive and live upto his or her potential while actively contributing to the Company's performance in anindustry marked by constant change.

The Company has also constituted a 'SAY' Forum (Sanofi & You) with an objective ofdriving greater engagement with its field force.

As on 31st December 2017 the Company had 3239 employees. The Company also had 175people hired on temporary / contractual / casual basis. The women employees constitutedabout 8% of the Company's total employees.

The medical representatives in sales and workforce in manufacturing facilities at Goaand Ankleshwar have constituted their internal unions with 16% of Company's employees arepart of these unions.

There were no complaints relating to child labour forced labour or involuntary labourin the financial year ended 31st December 2017.

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. The information on complaints is part of theDirectors' Report.

Principle 4: Businesses should respect the interests of and be responsive towards allstakeholders especially those who are disadvantaged vulnerable and marginalized

Sanofi is committed to working in collaboration with relevant stakeholders to increaseaccess to healthcare and quality medicines designed to improve people's health within aneconomically sustainable framework that supports innovation. It aims to meet the needs ofthe greatest number of patients.

Sanofi has made a sustained contribution to meeting health challenges by manufacturingand distributing large portfolio of medicines for a wide range of diseases that threatenmillions of lives. At the same time it knows that providing health products and servicesis just one part of the solution. For this reason its strategy spans the continuum ofcare from prevention to diagnosis and treatment including disease monitoring andlong-term care. Its integrated approach begins with wellness and evolves throughout thepatient journey as it seeks to continually contribute to the best possible healthcareexperience and outcomes. Sanofi's expertise enables it to address different aspects ofaccess to healthcare from innovation to availability affordability quality care andpatient support.

Sanofi continued to take part in initiatives to strengthen healthcare systems throughbetter disease management education and awareness. These initiatives are the result ofresearch and identifying knowledge gaps in the field while engaging with and listening topeople living with Diabetes as well as its partners.

Sanofi also engages with Government (for non-communicable diseases) and Not for ProfitOrganizations to implement programs around the manufacturing sites in Goa (for healthcheck-ups of children). For further details on the projects please refer the CSR Reportfor the year 2017 which is part of the Directors' Report.

Principle 5: Businesses should respect and promote human rights

Sanofi adheres to the principles of the Universal Declaration of Human Rights theInternational Labour Organization and the Organization for Economic Co-operation andDevelopment (OECD). Through its adherence to the United Nations Global Compact itsupports and applies the core principles relating to human rights labour environmentand anti-corruption.

Human Rights matter is also an important part of Code of Ethics as described underPrinciple -1.

Sanofi is particularly concerned that its contractors adhere to the fundamentalprinciples of the International Labour Organization in particular those relating to childlabour forced labour working hours pay freedom of expression and equality ofopportunity. The Company has implemented policies for its third parties to achieve thisobjective and necessary confirmations are taken from the third parties before theirengagement.

The complaint management is part of Code of Ethics as described under Principle -1.

Principle 6: Businesses should respect protect and make efforts to restore theenvironment

Sanofi takes a multifaceted approach to environmental protection particularly forenergy conservation water management waste management designed to limit the quantitiesof waste generated by its activities and encourages appropriate sorting reuse andrecycling to minimize the need to extract additional natural resources. As apharmaceutical Company it views as important efforts to both reduce the environmentaland health impacts of waste as well as improving resource efficiency.

Sanofi requires clean water in sufficient amounts for its production activities and itis very well aware of the critical challenge posed by the dwindling availability of vitalfreshwater resources. It also focuses particular attention on the challenge of preventingpharmaceuticals from entering the aquatic environment. Pharmaceuticals may end up in theenvironment due to effluents from manufacturing facilities medicines consumed by patientsand then excreted and the improper disposal of unused and expired medicines.

Sanofi has a detailed Health Safety and Environment policy and program that cover theCompany's employees and external partners. These policies and programs focus on waterconservation water recycling water reuse indoor air quality noise protection energyefficient installations and has ongoing programs on these topics.

Sanofi has identified the potential environment risks and implemented a long termenvironment strategy which includes water conservation waste reduction use of solarenergy wind energy. In 2017 Sanofi has published a long term environment strategynamely 'Planet Mobilization' including renewable energy CO emission reductionreduction in GHG emission reduction in water 2 consumption by recycling treated wastewater biodiversity eco-design and manufacturing PIE proper use and elimination. Allsites celebrated Sanofi World Environment Day during October 2017 with a slogan 'ManyIndividuals can make a Big Impact'.

Sanofi has a program in place on Clean Development Mechanism. All manufacturing sitesof Sanofi in India have Zero Liquid Discharge facility and are reusing treated wastewater. The Ankleshwar site also has provision for solar panels and wind mill. As per thedirectives of State Pollution Control Board (SPCB) sites submit the report regularly. Noshow cause / legal notices received from Central Pollution Control Board / SPCB arepending (i.e. not resolved to satisfaction) as at the end of the financial year ended 31stDecember 2017.

Principle 7: Businesses when engaged in influencing public and regulatory policyshould do so in a responsible manner

The pharmaceutical sector is a highly-regulated industry where government andadministrative authorities determine the rules governing research protection ofintellectual property and reimbursement policies as well as procedures to obtainmarketing authorization. Through its advocacy activities Sanofi takes part in policydebates affecting the regulatory landscape and its business.

Sanofi engages in sustainable interactions with governments and other stakeholders towork towards the shared goal of improving access for the greatest number of patients tothe best medicines and healthcare products; such interactions also contribute to healthinformation while preserving incentives for research and innovation. It is transparentabout its lobbying activities conducted in compliance with the Sanofi Code of Ethics andResponsible Lobbying Policy.

The Company is member of the following trade associations: a) Organization ofPharmaceuticals Producers of India (OPPI) b) Federation of Indian Chambers of Commerce andIndustry (FICCI) c) Confederation of Indian Industry (CII) d) Indo French Chamber ofCommerce and Industry (IFCCI)

Sanofi works through the Trade Associations for matters related to public good. Somebroad areas where it has worked include advocacy for improving access to affordablehealthcare through sustainable business practices predictable pricing policy developmentof an eco-system that supports innovation & ethics.

Principle 8: Businesses should support inclusive growth and equitable development

Sanofi is committed to working in collaboration with relevant stakeholders to increaseaccess to healthcare and quality medicines designed to improve people's health within aneconomically sustainable framework that supports innovation. Sanofi's aim is to meet theneeds of the greatest number of patients.

Sanofi has implemented a detailed CSR Policy which covers the three aspects: a) Accessto healthcare b) Capacity building & Awareness c) Employee volunteering The keyinitiatives under CSR program were:

1. Public Private Partnerships -

a) KiDS (Kids with Diabetes in Schools) was launched in 2014 with InternationalDiabetes Federation and Public Health Foundation of India. 59000 children their parentsand 5000 teachers have been trained through the kit.

b) In October 2014 Sanofi initiated its 5-year partnership with the Government ofMaharashtra to train medical officers counselors and nurses across its entire NonCommunicable Disease cell to help improve health outcomes for people with DiabetesHypertension and Cancer. Posters and hoardings on awareness about Diabetes andHypertension in the local language help with the Do's and Dont's. Diabetes with dignity amodel for improved Diabetes care in rural communities near Baramati in Pune district inpartnership with Chellaram Diabetes Institute and the Public Health Foundation of India.

2. Sustained programs at manufacturing sites to reduce health inequalities -

Verna Goa - Annual medical check-ups to monitor the health for children in 12 schoolsand maintain their medical records.

3. Fun Centers - in three Pediatric wards across India to help children cope with therigors of treatment.

4. Awareness initiatives on Diabetes Cardiovascular diseases and training on criticalhealthcare. The key program of the Company for creating awareness is 'Saath 7' whichprovides patients with educational material and other resources to teach them how to copewith Diabetes and adapt to the lifestyle that will help them better manage their conditionand lead a good quality of life.

5. Employees of Sanofi show solidarity by contributing their time and effort for thedevelopment of the communities. Sanofi encourages employees by making 10 hours per yearavailable for volunteering.

These programs are undertaken internally by an in-house team and also with the help ofNGOs Public Health Foundation of India and the Government.

The direct contribution of the Company to these projects was Rs. 82.9 million in 2017.

Principle 9: Businesses should engage with and provide value to their customers andconsumers in a responsible manner

Sanofi regularly interacts with patients healthcare professionals authoritiessuppliers business partners and other stakeholders. Its approach to business ethics isboth proactive and preventive: it has established and enforced clear rules in accordancewith the legislative framework and implements rigorous in-house systems to preventviolations of internal rules.

Sanofi remains committed to providing accurate complete and reliable information aboutits marketed products to physicians pharmacists and other healthcare professionals. Toensure that its promotional practices respect the standards of ethics and comply with lawit has established specific measures and systems to support the marketing of its products.

The consumers of its products i.e. the patients receive the benefits of world-classproducts manufactured and distributed by Sanofi.

Patient safety is the primary focus of Sanofi's pharmacovigilance quality andanti-counterfeiting teams. The pharmacovigilance department monitors the safety of itsproducts and ultimately contributes to the continuous assessment of their benefit-riskprofile. The mission of pharmacovigilance is to safeguard patient safety and thedepartment is strongly committed to appropriate transparency and compliance with allapplicable regulations and policies. Sanofi's approach involves guaranteeing quality ateach phase of a product's life cycle from the earliest steps of development to thedistribution of products to sales channels. Appropriate product information over and abovewhat is mandated as per local law is displayed on the product label. Lastly because it isconcerned about the threat to patient safety posed by counterfeit medicines Sanofi isinvolved in assisting enforcement authorities to combat counterfeit drugs.

A dedicated system is in place in all entities to handle complaints received frompatients consumers and healthcare professionals potentially indicative of qualitydefects or difficulties in handling or using its products. This system involves commercialaffiliates manufacturing sites and other functions such as pharmacovigilance as neededand aims at promptly analyzing the complaints and defining corrective and preventiveactions if needed. Likewise regulatory authorities are notified in a timely manner aboutdefects in compliance with regulatory requirements. Sanofi seeks to learn from complaintsto design improvements that will make Sanofi products easier for patients to use whenneeded and where technically possible. Receiving and responding to feedback from consumersand customers is a regular and ongoing process.

There were no cases filed by any stakeholder against the Company regarding unfair tradepractices irresponsible advertising and / or anti-competitive behavior during the lastfive years and pending at the end of financial year.

By Authority of the Board

ADITYA NARAYAN

CHAIRMAN

DIN: 00012084

22nd February 2018