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Sun Pharma Advanced Research Company Ltd.

BSE: 532872 Sector: Others
NSE: SPARC ISIN Code: INE232I01014
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VOLUME 5561
52-Week high 311.90
52-Week low 141.00
P/E
Mkt Cap.(Rs cr) 6,653
Buy Price 252.15
Buy Qty 1.00
Sell Price 252.50
Sell Qty 100.00

Sun Pharma Advanced Research Company Ltd. (SPARC) - Director Report

Company director report

Your Directors take pleasure in presenting the Fifteenth Annual Report and AuditedFinancial Statements for the financial year ended 31st March 2020.

Financial Results

( in Lakhs)

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Total Income 8657.72 19637.68
Profit/(Loss) before Finance Cost Depreciation & Tax (30024.80) (13778.45)
Finance Cost 267.49 9.39
Depreciation 948.05 755.24
Profit/ (Loss) before Exceptional Item and Tax (31240.34) (14543.08)
Tax Expense - -
Profit/ (Loss) after Exceptional Item and Tax (31240.34) (14543.08)
Other Comprehensive Income (247.06) 71.32
Total Comprehensive Income (31487.40) (14471.76)
Impact on account of adoption of Ind AS 115 - 1877.10
Balance brought forward from Previous Year (70439.75) (54090.89)
Balance carried to Balance Sheet (101927.15) (70439.75)

Our Company made significant strides towards achieving its research goals during thefinancial year ended 31st March 2020. The Company had made progress on clinical trials ofits late stage assets and some of its early clinical assets advanced to later phases ofclinical evaluation as the Company continues to collaborate with several globally reputedorganizations to fortify its pipeline.

Dividend

In view of loss incurred during the year your Directors do not recommend any dividendfor the year under review.

Dividend Distribution Policy

In compliance with the requirements of regulation 43A of the Securities and ExchangeBoard of India (Listing Obligation & Disclosure Requirements) Regulations 2015(hereinafter referred to as ‘SEBI (LODR) Regulations') the Board of Directors of theCompany has formulated a Dividend Distribution Policy which is available on the websiteof the company www.sparc. life and may be accessed through the web link https://www.sparc.life/policies-and-codes. The Dividend Distribution Policy is also enclosed as AnnexureA to this Report.

Extract of Annual Return

The extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in prescribed form MGT-9 forms a part of this Report and is enclosedas

Annexure 1.

Pursuant to clause (a) of sub-section (3) of section 134 of the Companies Act 2013same is also available on the website of the Company www.sparc.life and may be accessedthrough the web link https://www.sparc.life/annual-reports as a part of the digital copyof this Annual Report.

Subsidiary/ Joint Venture/ Associate Company

The Company does not have any subsidiary joint venture or associate company. TheCompany is a subsidiary of Shanghvi Finance Pvt. Ltd.

Share Capital & Preferential Issue

During the year there was no change in paid-up capital of the Company.

Shares lying in Unclaimed Suspense Account

In compliance with the requirements of regulation 39 (4) of the SEBI (LODR)Regulations the Company had transferred 1620 shares belonging to 14 shareholders to"SPARC

Unclaimed Suspense Account" after sending three reminders to the concernedshareholders and following the procedures laid down under Schedule VI of the aforesaidRegulations.

As on 31st March 2020 1584 shares belonging to 13 shareholders were lying unclaimedin the aforesaid account.

In compliance with the requirements of the SEBI (LODR) Regulations all corporatebenefitsdeclared by the Company in future in respect of the aforesaid shares shall betransferred to the aforesaid account until the rightful shareholders claim for theaforesaid shares. The voting rights on the aforesaid shares shall also remain frozen tillthe rightful owners claim the shares.

Directors & Key Managerial Personnel

Mr. Mark Simon (DIN: 07807378) Independent Director of the Company resigned from hisoffice with effect from 28th February 2020 due to his personal commitments. The Boardacknowledges and puts on record its appreciation for the valuable contributions made byhim during his tenure as Director of the Company. The Board of Directors of the Companyon the recommendation of the Nomination & Remuneration Committee in its meeting heldon 1st June 2020 appointed Dr. Robert J Spiegel (DIN: 00025758) as Additional Director ofthe Company under section 161 of the Companies Act 2013.

Ms. Bhavna Doshi (DIN: 00400508) and Dr. Ferzaan Engineer (DIN: 00025758) IndependentDirectors of the Company hold office upto the ensuing Annual General Meeting of theCompany.

In view of the commendable performance of Ms. Bhavna Doshi and Dr. Ferzaan Engineerduring their association with the Company and impressive qualifications & experienceof Dr. Robert Spiegel the Board on the recommendation of the Nominaton &Remuneration Committee has recommended the appointment of Dr. Robert J Spiegel and thereappointment of Ms. Bhavna Doshi and Dr. Ferzaan Engineer as Independent Directors of theCompany for a Term of 5 years.

Dr. T. Rajamannar (DIN:01415412) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. In view of his commendableperformance during his past association the Board of Directors recommend hisre-appointment.

There were no changes in the Key Managerial Personnel of the Company during the year.

Appropriate resolution for the appointment/ re-appointment of Directors as detailedabove is being placed for your approval at the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirmingthat they meet with the criteria of independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013.

Policy on Directors' Appointment and Remuneration

For the purpose of selection of any Director the Nomination & RemunerationCommittee identifies persons of integrity who possess relevant expertise experience andleadership qualities required for the position and also takes into considerationrecommendation if any received from any member of the Board. The Committee also ensuresthat the incumbent fulfils such other criteria and qualifications as laid down under theCompanies Act 2013 or other applicable laws.

The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection appointment and remuneration of Directors and SeniorManagement.

The summary of Remuneration Policy is disclosed in the Corporate Governance Reportwhich forms a part of this

Report.

Number of Meetings of the Board

The Board of Directors of the Company met five times during the year on 6th May 20197th May 2019 29th July 2019 4th November 2019 and 31st January 2020. The particularsof attendance of the Directors at the said meetings are detailed in the CorporateGovernance Report which forms a part of this Report. The intervening gaps between themeetings were within the period prescribed under the Companies Act 2013 and SEBI (LODR)Regulations.

Evaluation of Performance of the Board Its Committees and Individual Directors

In view of Securities and Exchange Board of India's (‘SEBI') notification no.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January 2016 on ‘Guidance Note on BoardEvaluation' the Board of Directors on the recommendation of the Nomination &Remuneration Committee have adopted a set of criteria aligned with the recommendationsof SEBI for evaluation of the Board of Directors of the Company including the individualDirectors and the Committees of the Board.

The Board of Directors have also carried out an annual evaluation of its ownperformance its various committees and individual directors pursuant to the provisions ofthe Act and the Corporate Governance requirements as prescribed under regulation 17(10)and other applicable provisions of the SEBI (LODR) Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of various criteria such as Structure of the Board Meetings ofthe Board Functions of the Board Board and Management Professional Development etc.

The performance of each committee was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as Mandate and compositionEffectiveness of the Committee Structure of the Committee and meetings Independence ofthe Committee from the Board Contribution to decisions of the Board etc.

The Board and the Nomination & Remuneration Committee reviewed the performance ofthe individual Non-Independent Directors on the basis of criteria such as qualificationsexperience knowledge & competency fulfilmentof functions ability to function as ateam initiative availability and attendance commitment (as a Director) contribution& integrity.

The performance of each individual Independent Director was reviewed based on theadditional criteria of Independence and Independent Views & Judgment. Similarly theperformance of the Chairman was evaluated based on additional criteria such aseffectiveness of leadership and ability to steer the meetings impartiality commitment(as Chairperson) and ability to keep shareholders' interests in mind.

Pursuant to regulation 25(4) of the SEBI(LODR) Regulations in a separate meeting ofIndependent Directors performance of Non-Independent directors performance of thevarious Committees of the Board and the Board as a whole and performance of the Chairmanwas evaluated taking into account the views of the executive directors and non- executivedirectors. The same was discussed in the board meeting that followed the meeting ofIndependent Directors at which the performance of the Board its committees andindividual Directors were also discussed.

Human Resources

As on 31st March 2020 our Company had a dedicated team of 429 people of which around80% are highly qualified experienced scientists. During the previous year the Company hasconsiderably strengthened its team by attracting top quality scientific talent withextensive experience in drug research internationally.

In addition to increasing the Company's participation at international Conferences forcontinuous knowledge up- gradation the Company have also put in place effective trainingand career progression plans for its employees.

Your Directors recognize the team's valuable contribution and place on record theirappreciation for Team SPARC.

Information as per Section 197 (12) of the Companies Act 2013 read with rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure 2 to this Report. Further pursuant to section 136 (1) of the CompaniesAct 2013 the Annual Report and the accounts are being sent to the members excluding theinformation under rule 5(2) & 5(3) aforesaid. In terms of section 136 of the Act thesaid Annexure is available for inspection at the Registered Office of the Company. Anyshareholder interested in obtaining a copy of the same may write to the Company Secretary.

Disclosure Under the Sexual Harassment of women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your Company strongly believes in providing a safe and harassment-free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavour of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment.

Your Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and has submitted the Annual Returns to the localauthorities as required under the above mentioned Act.

During the year ended 31st March 2020 no complaint pertaining to sexual harassmentwas received by the Company.

Auditors

Statutory Auditors

The Company's Auditors M/s. S R B C & Co. LLP Chartered Accountants (ICAI FirmRegn. No. 324982E/E300003) were appointed as the Statutory Auditors of the Company for aterm of five years upto the conclusion of the 17th Annual General Meeting of the Company.and The Auditor's Report for the financial year ended March 31 2020 has been issued withan unmodified opinion by the Statutory Auditors.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed KJB & Co. LLP Company Secretaries Mumbai to undertake theSecretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report for the year does not contain any qualificationreservation or adverse remark. The Secretarial Audit Report is annexed herewith asAnnexure 3.

The Boards of Directors have in their meeting held on 2nd June 2020 re-appointed KJB& Co. LLP Practicing Company Secretaries as Secretarial Auditors of the Company forthe Financial year 2020-21.

Secretarial Standards

organizational The Company has complied with the applicable Secretarial

Standards as amended from time to time.

Loans Guarantees & Investments

statements. The Company The particulars of loans guarantees and investments have beendisclosed under Notes to the financial statements.

Related Party Transactions

All contracts/arrangements entered by the Company during the year with the relatedparties were in the ‘Ordinary Course of Business' and on ‘Arm's Length Basis'.

There were no materially significant Related Party Transactions between the Company andthe Directors the management or the relatives. As required under Section 134(3)(h) of theAct details of transactions entered with related parties under the Act exceeding tenpercent of the annual consolidated turnover as per the last audited financialstatementsare given in Form AOC-2 (Annexure 4).

The policy on Related Party Transactions as approved by the Board is available on thewebsite of the company www.sparc. life and may be accessed through the web linkhttps://www. sparc.life/policies-and-codes.

Your Directors also draw your attention to "Annexure A" to the Notes on theFinancial Statements which sets out Related Party Disclosures.

Audit Committee Composition

The details of composition of Audit Committee are included in the Corporate GovernanceReport which forms a part of this Report.

Risk Management

The Board of Directors has developed & implemented an adequate Risk ManagementPolicy which lays down the procedure to identify monitor and mitigate the key elementsof risks that threaten the existence of the Company. Further in compliance with therequirements of regulation 21 of the SEBI (LODR) Regulations as amended from time to timethe Board of Directors of the Company at its meeting held on 4th February 2019constituted a Risk Management Committee to oversee risk mitigation measures in theCompany. The details of composition of Risk Management Committee are included in theCorporate Governance Report which forms a part of this Report.

The Risk Management Committee and the Audit Committee reviews at regular intervalsthe status of key risks and steps taken by the Company to mitigate such risks.

Internal Financial Controls

TheCompany has in place a well-defined and adequate internal controls for efficientoperations which is cognizant of applicable laws and regulations particularly thoserelated to protection of intellectual properties resources assets and thefinancialtransactions in accurate reporting of the financial upgrades these systems. Theinternal control systems are supplemented by extensive internal audits conducted by anindependent firm of chartered accountants.

Corporate Social Responsibility

In compliance with the requirements of section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility) Rules 2014 the Board of Directors hasconstituted a Corporate Social Responsibility Committee. The details of membership of theCommittee & the meetings held are given in the Corporate Governance section of theReport. The CSR Policy of the Company as approved by the Board on the recommendation ofthe Corporate Social Responsibility Committee is available on the website of the companywww. sparc.life and may be accessed through the web link https://www.sparc.life/policies-and-codes.

Since the Company incurred losses during the three immediately preceding financial notrequired to spend any money on CSR activities during the previous financial requirementsof Companies (Corporate Social Responsibility) Rules 2014 a Report on ‘CSRActivates' as per prescribed format is enclosed with as Annexure 5.

Public Deposits

The Company has not accepted any Public Deposit during the year under the provisionsof the Companies Act 2013 and the rules framed thereunder.

Management Discussion and Analysis

The Management Discussion and Analysis on the operations of the Company as prescribedunder Schedule V read with regulation 34(3) of the SEBI (LODR) Regulations is provided ina separate section and forms part of this Report.

Corporate Governance Report

Report on Corporate Governance and Certificate of the Auditors of your Companyregarding compliance of the conditions of Corporate Governance as stipulated in Schedule Vread with regulation 34(3) of the SEBI (LODR) Regulations are provided in a separatesection and forms part of this

Report.

Business Responsibility Report

The Business Responsibility Report of the Company for the year ended 31st March 2020describing the initiatives taken by the Company from an environmental social andgovernance perspective in the format as specified by the Board as required under Clause34 (2) (f) of the SEBI (LODR) Regulations forms part of this Report and is also availableon the website of the Company www.sparc.life and may be accessed through the web linkhttps://www.sparc.life/annual-reports as a part of this Report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed as Annexure 6.

Significant and Material orders passed by the regulators or courts or tribunals

the Regulators Nosignificant or Courts or Tribunals during the year which may impactthe Going Concern Status of the Company's future operations.

Whistle Blower Policy/Vigil Mechanism

To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behavior in all its operations the Company has formulated a VigilMechanism named as ‘SPARC Whistle Blower Policy' in addition to the existing Code ofConduct that governs the actions of its employees. This Policy aspires to encourage allemployees to report suspected or actual occurrence of illegal unethical or inappropriateevents (behaviors or practices) that affect Company's interest / image.

The Policy is available on the website of the Company www. sparc.life and may beaccessed through the web link https:// www.sparc.life/policies-and-codes.

Directors' Responsibility Statement

Pursuant to the requirements under section 134(5) read with section 134(3) (c) of theCompanies Act 2013 with respect to Directors Responsibility Statement it is herebyconfirmed that:

a) in the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b) the 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 as at 31st March 2020 and of the loss ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

Acknowledgements

Your Directors wish to thank all stakeholders business partners Company's bankersmedical professionals and business associates for their continued support and valuableco-operation. The Directors also wish to express their gratitude to investors for thefaith that they continue to repose in the Company.

FORM MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended 31.03.2020

Pursuant to section 92(3) o f the Companies Act 2013 and rule 12(1) of theCompanies ( Management and Administration) Rules 2014

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L73100GJ2006PLC047837
ii) Registration date: 1-Mar-06
iii) Name of the Company: Sun Pharma Advanced Research Company Limited
iv) Category/ Sub-category of the Company: Company Limited By Shares
v) Address of the Registered Office and Contact details: SPARC Akota Road Akota Vadodara 390020 Gujarat
Tel no: + 91 265 2330815
vi) Whether listed company: Yes
vii) Name Address and Contact details of Registrar and Link Intime India Pvt. Ltd.
Transfer Agent: C 101 247 Park L B S Marg Vikhroli West
Mumbai 400 083
Tel no: + 91 22 4918 6000

II PRINCIPAL BUSINESS ACTIVITY OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany:

Name and Description of main products/services NIC code of the Product/ Service % to total turnover of the Company
1 Research and experimental development on natural sciences and engineering (Pharmacy) M 72 72100 100%

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1 Shanghvi Finance Pvt. Ltd F.P. 145 Ram Mandir Road Vile Parle East Mumbai - 400 057 U65910MH1989PTC053111 Holding 52.36% 2 (87) (ii)

IV SHAREHOLDING PATTERN (Equity Share Breakup as percentage of Total Equity)

i) Category-wise shareholding

Category of Shareholders No. of Shares held at the beginning of the year (1st April 2019) No. of Shares held at the end of the year (31st March 2020)
Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

% Change during the year

A Promoter*
1) Indian
a) Individual/HUF 35878251

0

35878251

13.69%

35878251

0

35878251

13.69%

0.00%

b) Central Government/ State Government 0

0

0

0.00%

0

0

0

0.00%

0.00%

c) Bodies Corporate 143372857

1200

143374057

54.71%

143372857

1200

143374057

54.71%

0.00%

d) Financial Institutions/ Bank 0

0

0

0.00%

0

0

0

0.00%

0.00%

e) Any other :

0.00%

0.00%

0.00%

Trust 154922

0

154922

0.06%

154922

0

154922

0.06%

0.00%

Sub total (A ) (1 ) 179406030

1200

179407230

68.46%

179406030

1200

179407230

68.46%

0.00%

2) Foreign
a) Individuals (NRIs) 0

0

0

0.00%

0

0

0

0.00%

0.00%

b) Other Individuals 0

0

0

0.00%

0

0

0

0.00%

0.00%

c) Bodies Corporate 0

0

0

0.00%

0

0

0

0.00%

0.00%

d) Financial Institutions/ Bank 0

0

0

0.00%

0

0

0

0.00%

0.00%

e) Any other 0

0

0

0.00%

0

0

0

0.00%

0.00%

Sub total (A) (2) 0

0

0

0.00%

0

0

0

0.00%

0.00%

Total shareholding of Promoter & Promoter group (A)=(A)(1)+(A)(2) 179406030

1200

179407230

68.46%

179406030

1200

179407230

68.46%

0.00%

B Public Shareholding
1) Institutions
a) Mutual Funds 2860831

100

2860931

1.09%

10744

100

10844

0.00%

-1.09%

b) Financial Institutions/ Bank 480903

84

480987

0.18%

794085

84

794169

0.30%

0.12%

c) Central Government/ State Government 0

0

0

0.00%

668

0

668

0.00%

0.00%

d) Venture Capital Funds 0

0

0

0.00%

0

0

0

0.00%

0.00%

e) Insurance Companies 0

0

0

0.00%

0

0

0

0.00%

0.00%

f) FIIs/ FPIs 11712505

1200

11713705

4.47%

8557783

1200

8558983

3.27%

-1.20%

g) Foreign Venture Capital 0

0

0

0.00%

0

0

0

0.00%

0.00%

j) Any other (specify):
Sub total (B) (1) 15054239

1384

15055623

5.75%

9363280

1384

9364664

3.57%

-2.17%

2) Non- Institutions
a) Bodies Corporate
i) Indian 13846416

12426

13858842

5.29%

17014454

11826

17026280

6.50%

1.21%

ii) Overseas 9600

0

9600

0.00%

9600

0

9600

0.00%

0.00%

b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 25911089

802024

26713113

10.19%

27702574

732566

28435140

10.85%

0.66%

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

13541630

0

13541630

5.17%

14555136

0

14555136

5.55%

0.39%
c) Others (specify)
i) Non Resident Indians(Repat)

731505

11112

742617

0.28%

700125

10428

710553

0.27%

-0.01%
ii) Non Resident Indians(Non-Repat)

323704

0

323704

0.12%

330614

0

330614

0.13%

0.00%
iv) Clearing Member

497499

0

497499

0.19%

419962

0

419962

0.16%

-0.03%
v) Trusts

10320070

0

10320070

3.94%

10318890

0

10318890

3.94%

0.00%
ix) Hindu Undivided Family

1480771

0

1480771

0.57%

1466974

0

1466974

0.56%

-0.01%
x) Others (specify)

96807

0

96807

0.04%

2463

0

2463

0.00%

-0.04%
Sub total (B) (2)

66759091

825562

67584653

25.79%

72520792

754820

73275612

27.96%

2.17%
Total Public shareholding (B)= (B)(1)+(B)(2)

81813330

826946

82640276

31.54%

81884072

756204

82640276

31.54%

0.00%
C Shares held by Custodian for GDRs & ADRs (C)

0

0

0

0.00%

0

0

0

0.00%

0.00%
GRAND TOTAL (A)+(B)+(C )

261219360

828146

262047506

100.00%

261290102

757404

262047506

100.00%

0.00%

* includes Promoter Group and Person acting in concert with the Promoter Group

ii) Shareholding of Promoter

Shareholder's Name Shareholding at the beginning of the year (1st April 2019) Shareholding at the end of the year (31st March 2020) % change in shareholding during the year
No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares
1 Mr. Dilip S. Shanghvi 28102795 10.72% 0 28102795 10.72% 0 NIL

iii) Change in Promoters' Shareholding

Name

Shareholding at the beginning of the year

Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc)

Shareholding -Cumulative/ at the end of the year

No. of shares % of total shares Date* Increase/ (Decrease) in shareholding Reason No. of Shares % of total shares of the Company
1 Mr. Dilip S. Shanghvi 28102795 10.72% - - No change during the year 28102795 10.72%

iv) Shareholding Pattern of # Shareholders (other than Directors Promoterand Holders of GDRs and ADRs): top ten

Sr. No Name

Shareholding at the beginning of the year

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc)

Shareholding -Cumulative/ at the end of the year

No. of shares % of total shares Date* Increase/ (Decrease) in shareholding Reason No. of Shares % of total shares of the Company
1 Shanghvi Finance Pvt. Ltd.@ 137211787 52.36% NA 137211787 52.36%
2 Sun Pharmaceutical Industries Key Employees Benefit Trust 10317377 3.94% NA 10317377 3.94%
3 Lakshdeep Investments & Finance Pvt. Ltd. 5080142 1.94% NA 5080142 1.94%
4 Aditya Medisales Pvt. Ltd.@ 4888126 1.87% NA 4888126 1.87%
5 Ms. Raksha Valia@ 4145231 1.58% NA 4145231 1.58%
6 Mr. Vijay Mohanlal Parikh 2469109 0.94% NA 2469109 0.94%
7 Mr. Paresh Mohanlal Parekh 2454424 0.94% NA 2454424 0.94%
8 Mr. Sudhir V. Valia@ 1833951 0.70% NA 1833951 0.70%
9 Gagandeep Credit Capital Private Limited 259000 0.10% 19 Jul 2019 400000 Transfer 659000 0.25%
26 Jul 2019 895000 Transfer 1554000 0.59%
02 Aug 2019 101376 Transfer 1655376 0.63%
09 Aug 2019 3624 Transfer 1659000 0.63%
10 Government Pension Fund Global 1577086 0.60% NA 1577086 0.60%
11# Vanguard Total International Stock Index 1266674 0.48% 26 Apr 2019 (33066.00) Transfer 1233608 0.47%
Fund 02 Aug 2019 65339.00 Transfer 1298947 0.50%
09 Aug 2019 101539.00 Transfer 1400486 0.53%
07 Feb 2020 106624.00 Transfer 1507110 0.58%
12# Vanguard Emerging Markets Stock Index Fund 1104509 0.42% 02 Aug 2019 151590.00 Transfer 1256099 0.48%
13# Axis Bank Limited 113620 0.04% 05 Apr 2019 (19442.00) Transfer 94178 0.04%
12 Apr 2019 6286.00 Transfer 100464 0.04%
19 Apr 2019 47718.00 Transfer 148182 0.06%
26 Apr 2019 (10192.00) Transfer 137990 0.05%
03 May 2019 (9368.00) Transfer 128622 0.05%
10 May 2019 (13346.00) Transfer 115276 0.04%
17 May 2019 (43466.00) Transfer 71810 0.03%
24 May 2019 (560.00) Transfer 71250 0.03%
31 May 2019 36322.00 Transfer 107572 0.04%
07 Jun 2019 (6466.00) Transfer 101106 0.04%
14 Jun 2019 (14563.00) Transfer 86543 0.03%
21 Jun 2019 (6642.00) Transfer 79901 0.03%
29 Jun 2019 (8697.00) Transfer 71204 0.03%
05 Jul 2019 11538.00 Transfer 82742 0.03%
12 Jul 2019 1984.00 Transfer 84726 0.03%
19 Jul 2019 (12169.00) Transfer 72557 0.03%
26 Jul 2019 (5179.00) Transfer 67378 0.03%
02 Aug 2019 1504.00 Transfer 68882 0.03%
09 Aug 2019 (8339.00) Transfer 60543 0.02%
16 Aug 2019 5541.00 Transfer 66084 0.03%
23 Aug 2019 8137.00 Transfer 74221 0.03%
30 Aug 2019 (3362.00) Transfer 70859 0.03%
06 Sep 2019 3355.00 Transfer 74214 0.03%
13 Sep 2019 (2265.00) Transfer 71949 0.03%
20 Sep 2019 (7841.00) Transfer 64108 0.02%
27 Sep 2019 403993.00 Transfer 468101 0.18%
30 Sep 2019 (707.00) Transfer 467394 0.18%
04 Oct 2019 (6064.00) Transfer 461330 0.18%
11 Oct 2019 10104.00 Transfer 471434 0.18%
18 Oct 2019 266.00 Transfer 471700 0.18%
25 Oct 2019 (1867.00) Transfer 469833 0.18%
01 Nov 2019 (2940.00) Transfer 466893 0.18%
08 Nov 2019 4549.00 Transfer 471442 0.18%
15 Nov 2019 (6054.00) Transfer 465388 0.18%
22 Nov 2019 4254.00 Transfer 469642 0.18%
29 Nov 2019 4959.00 Transfer 474601 0.18%
06 Dec 2019 5727.00 Transfer 480328 0.18%
13 Dec 2019 (17996.00) Transfer 462332 0.18%
20 Dec 2019 (4887.00) Transfer 457445 0.17%
27 Dec 2019 (22.00) Transfer 457423 0.17%
31 Dec 2019 (133.00) Transfer 457290 0.17%
03 Jan 2020 24021.00 Transfer 481311 0.18%
10 Jan 2020 15232.00 Transfer 496543 0.19%
17 Jan 2020 (3796.00) Transfer 492747 0.19%
24 Jan 2020 394907.00 Transfer 887654 0.34%
31 Jan 2020 (4109.00) Transfer 883545 0.34%
07 Feb 2020 11351.00 Transfer 894896 0.34%
14 Feb 2020 (13157.00) Transfer 881739 0.34%
21 Feb 2020 908.00 Transfer 882647 0.34%
28 Feb 2020 (2570.00) Transfer 880077 0.34%
06 Mar 2020 (37516.00) Transfer 842561 0.32%
13 Mar 2020 350777.00 Transfer 1193338 0.46%
20 Mar 2020 (9745.00) Transfer 1183593 0.45%
27 Mar 2020 4222.00 Transfer 1187815 0.45%
31 Mar 2020 250.00 Transfer 1188065 0.45%
14# Mr. Sanjay Bhikhalal Valia 979629 0.37% NA 979629 0.37%

Note: Shareholding has been consolidated on the basis of PAN. @ Forming part ofpromoter group/ person acting in concert.

# Since the particulars of 4 shareholders forming ‘Promoter groupentities/persons acting in concert' are included herein the list of top 14 shareholdersother than Directors Promoter and Holders of GDRs and ADR is given.

* Date of download of beneficiary data bythe Company.

v) Shar eholding of Directors and Key Managerial Personnel:

Name

Shareholding at the beginning of the year

Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc)

Shareholding -Cumulative/ at the end of the year

No. of shares % of total shares Date Increase/ (Decrease) in shareholding Reason No. of Shares % of total shares of the Company
1 Mr. Dilip S. Shanghvi Chairman & Managing Director 28102795 10.72% NA 28102795 10.72%
2 Mr. Sudhir V. Valia Non-Executive Director 1833951 0.70% NA 1833951 0.70%
3 Dr. T Rajamannar Non-Executive Director 35657 0.01% NA 35657 0.01%
4 Ms. Bhavna Doshi Independent Director - - NA - -
5 Dr. Ferzaan Engineer Independent Director - - NA - -
6 Mr. Mark Simon* Independent Director - - NA - -
7 Mr. Chetan Rajpara CFO 10285 0.00% NA 10285 0.00%
8 Mr. Debashis Dey Company Secretary - - NA - -

* Mr. Mark Simon resigned as an Independent Director with effect from 28.02.2020

v) INDEBTEDNESS

I ndebtedness of the Company including interest outstanding/accrued but not due forpayment

( in lakhs)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) P rincipal Amount - 163.57 - 163.57
ii) I nterest due but not paid - -
iii) I nterest accrued but not due - 2.86 - 2.86
Total (i+ii+iii) - 166.43 - 166.43
Change in Indebtedness during the financial year
i) A ddition - 6000.00 - 6000.00
ii) R eduction - (54.52) - (54.52)
Net Change (i-ii) - 5945.48 - 5945.48
Indebtedness at the end of the financial year
i) P rincipal Amount - 6109.04 - 6109.04
ii) I nterest due but not paid - -
iii) I nterest accrued but not due - 1.91 - 1.91
Total (i+ii+iii) - 6110.95 - 6110.95

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

( in lakhs)

Sr. no. Particulars of Remuneration Mr. Dilip S. Shanghvi Total Amount
Chairman & Managing Director
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 - -
(b) V alue of perquisites u/s 17(2) of the Income tax Act 1961 - -
(c) P rofitsin lieu of salary under section 17(3) Income- tax Act 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
as a % of profit - -
others (sepcify) - -
5 Others please specify - -
Total (A) - -
Ceiling as per the Act NA NA

B) Remuneration to other directors:

( in Lakhs)

Sr. no. Particulars of Remuneration

Name of Directors

Total
Ms. Bhavna Doshi Mr. Mark Simon Dr. Ferzaaan Engineer Dr. T Rajamannar Mr. Sudhir V. Valia Amount
1 Independent Directors
i) F ee for attending board committee meetings 6.00 5.70 5.70 17.40
ii) C ommission - - - -
iii) Others please specify - - - -
Total (1) 6.00 5.70 5.70 17.40
2 Other Non-Executive Directors
i) F ee for attending board committee meetings 2.70 3.90 6.60
ii) C ommission - - -
iii) Others please specify - - -
Total (2) 2.70 3.90 6.60
Total Managerial Remuneration 6.00 5.70 5.70 2.70 3.90 24.00
(1+2)
Overall Ceiling as per the Act NA

C) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

( In Lakhs)

Sr. no. Particulars of Remuneration

Key Managerial Personnel

Mr. Debashis Dey Mr. Chetan Rajpara Total
Company Secretary CFO
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 (b) Value of perquisites under section 17(2) of the Income Tax Act 1961 33.63 0.05 150.46 0.97 184.09 1.02
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
- others (please specify) - - -
5 Others - Performance Bonus - - -
Total 33.68 151.43 185.11

VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give Details)
A. C OMPANY
P enalty NA NA NIL NA NA
Punishment NA NA NIL NA NA
C ompounding NA NA NIL NA NA
B. DIRE CTORS
P enalty NA NA NIL NA NA
P unishment NA NA NIL NA NA
C ompounding NA NA NIL NA NA
C. O THER OFFICERS IN DEFAULT
P enalty NA NA NIL NA NA
P unishment NA NA NIL NA NA
C ompounding NA NA NIL NA NA

.