Your Directors take pleasure in presenting the Twenty-Eighth Annual Report andCompany's Audited Financial Statements for the financial year ended March 31 2020.
( in Million)
| ||Standalone ||Consolidated |
|1 ||Year ended March 31 2020 ||Year ended 1 March 31 2019 || ||Year ended March 31 2020 |
|Year ended March 31 2019 || || || || |
|Revenue from operations ||125319.3 ||103032.1 ||328375.0 ||290659.1 |
|Profit before exceptional item and tax ||32530.0 ||19338.3 ||52702.3 ||50245.8 |
|Exceptional Item ||- ||12143.8 ||2606.4 ||12143.8 |
|Profit before tax but after exceptional item ||32530.0 ||7194.5 ||50095.9 ||38102.0 |
|Tax expense: || || || || |
|-Current Tax ||3864.6 ||15.5 ||13201.4 ||8039.6 |
|-Deferred Tax Charge / (Credit) ||(3446.0) ||(987.0) ||(4973.4) ||(2030.8) |
|Profit after tax ||32111.4 ||8166.0 ||41867.9 ||32093.2 |
|Profit after Tax but before Share in profit / (loss) of associates and joint venture ||- ||- ||41867.9 ||32093.2 |
|Share of profit/(loss) of associates and joint venture [Net] ||- ||- ||(148.3) ||(14.6) |
|Profit for the year before non-controlling interests ||- ||- ||41719.6 ||32078.6 |
|Non-controlling interests ||- ||- ||4070.3 ||5424.4 |
|Profit for the year attributable to owners of the Company ||- ||- ||37649.3 ||26654.2 |
|Total other Comprehensive Income ||(808.0) ||1837.4 ||21208.3 ||16799.9 |
|Total Comprehensive Income for the year attributable to: ||31303.4 ||10003.4 ||62927.9 ||48878.5 |
|-Owners of the Company ||31303.4 ||10003.4 ||56068.4 ||42054.1 |
|-Non-Controlling Interest ||- ||- ||6859.5 ||6824.4 |
|Opening balance in Retained Earnings ||123846.1 ||120370.0 ||333301.9 ||319777.0 |
|Additions: || || || || |
|Amount available for appropriation ||31925.1 ||8273.3 ||37377.3 ||26804.4 |
|Less: || || || || |
|Dividend on Equity Shares ||13789.6 ||4791.6 ||13789.6 ||4791.6 |
|Dividend Distribution Tax ||1928.9 ||5.6 ||2834.5 ||984.9 |
|Buy-back of equity shares by overseas subsidiaries ||- ||- ||831.6 ||2013.1 |
|Adjustment on account of Ind AS 115 ||- ||- ||- ||6493.0 |
|Transfer to/from various Reserves: || || || || |
|-Debenture redemption Reserve ||- ||- ||- ||(1250.0) |
|-Legal reserve ||- ||- ||23.0 ||203.9 |
|-General reserve ||- ||- ||- ||43.0 |
|Closing balance in Retained Earnings ||140052.7 ||123846.1 ||353200.5 ||333301.9 |
During the year under review your Directors at their meeting held on February 06 2020had declared an interim dividend of 3.00 (Rupees Three only) per equity share of 1/- eachfor the year ended March 31 2020. The interim dividend was paid on February 24 2020 tothose shareholders who held shares as on February 18 2020 being the record date forpayment.
In addition to above your Directors have recommended a final dividend of 1/-(Rupee Oneonly) per equity share of 1/- each [previous year 2.75/- per equity share of 1/- each] forthe year ended March 31 2020 subject to the approval of the equity shareholders at theensuing 28th Annual General Meeting of the Company. Pursuant to the recent amendmentsintroduced by the Finance Act 2020 the said final dividend will be liable for deductionof income tax at source.
Therefore the total dividend payout for the FY20 is 4/- (Rupees Four only) per equityshare of 1/- each.
The dividend payout is in accordance with the Company's Dividend Distribution Policy.The Dividend Distribution Policy of the Company is provided as Annexure - A to thisReport. The policy is also available on the website of the
Company and can be accessed through the web link: http://www.sunpharma.com/policies .
BUY-BACK OF SHARES
During the year under review the Board of Directors of the Company at its meeting heldon March 17 2020 approved buy-back of Company's equity shares of face value of 1/- each("Equity Shares") from the Open Market through stock exchange mechanism asprescribed under the Securities and Exchange Board of India (Buy-Back of Securities)Regulations 2018 at a maximum price of 425/- (Rupees Four Hundred Twenty Five Only) perEquity Share payable in cash for an aggregate maximum amount of up to 17000000000/-(Rupees One Thousand Seven Hundred Crores Only) ("Maximum Buy-back Size").
The Buy-back period opened on and from March 26 2020 and last date for the completionof the Buy-back shall be earlier of: a) Friday September 25 2020 i.e. within 6 monthsfrom the date of the opening of Buy-back; or b) When the Company completes the Buy-back bydeploying the amount equivalent to the Maximum Buy-back Size; or
c) At such earlier date as may be determined by the Board or the persons authorised bythe Board subject to the Company having deployed an amount equivalent to the MinimumBuy-back Size i.e. 8500000000/- (Rupees Eighi Hundred Fifty Crores Only) (even if theMaximum Buy-back Size has not been reached).
No shares have been bought back by the Company till the date of this report i.e. May27 2020 mainly due to the market price per Equity Share remaining higher on most of thedays than the maximum price per Equity Share approved for the Buy-back.
CHANGES IN CAPITAL STRUCTURE
During the year under review there was no change in the paid-up share capital of theCompany.
SCHEME OF ARRANGEMENT
During the year the Honble National Company Law Tribunal Ahmedabad Bench("NCLT") vide its Order dated December 19 2019 on interpretation ground thatan outbound Demerger is not envisaged under Section 234 of Companies Act 2013 did notallow the Company's petition for the proposed Composite Scheme of Arrangement amongst SunPharmaceutical Industries Limited and Sun Pharma (Netherlands) B.V. ("TransfereeCompany-1") and Sun Pharmaceutical Holdings USA Inc. ("TransfereeCompany-2") and their respective members and creditors ("Composite Scheme ofArrangement") for transfer of the Specified Investment Undertaking-1 (as defined inthe Composite Scheme of Arrangement) and Specified Investment Undertaking-2 (as defined inComposite Scheme of Arrangement) of the Company into Transferee Company-1 and TransfereeCompany-2 respectively.
The Composite Scheme of Arrangement being an internal restructuring exercise the abovereferred Order of Honble
NCLT does not impact the consolidated financial statements of the Company.
The aforesaid Composite Scheme of Arrangement was approved by the Board of Directors atits meeting held on May 25 2018 and was approved by the shareholders of the Company andunsecured creditors at their respective NCLT convened meetings held on June 04 2019.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as required under sub-section (3) of Section 92 of theCompanies Act 2013 (the Act) in form MGT-9 is provided as Annexure - B to this Report andis also made available on the website of the Company athttps://www.sunpharma.com/investors/annualreports .
SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
The statement containing the salient features of the Financial Statements of theCompany's subsidiaries/ joint ventures/ associates is given in Form AOC - 1 provided inNotes to the Consolidated Financial Statements forming part of the Annual Report.
The highlights of performance of subsidiaries joint ventures and associates and theircontribution to the overall performance of the Company during the financial year underreview is given under Annexure A to the Consolidated Financial Statements forming part ofthe Annual Report.
Details pertaining to entities that became subsidiaries/ joint ventures/associates andthose that ceased to be the subsidiaries / joint ventures/associates of the Company duringthe year under review are provided in Note : 38 of the notes to the Consolidated FinancialStatements forming part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Sudhir V. Valia had stepped down from the position of Whole-timeDirector of the Company w.e.f. May 29 2019. However he continues to be a NonExecutiveand Non-Independent Director of the Company.
Mr. Israel Makov Chairman and Mr. Sudhir V. Valia Director of the Company retire byrotation at the ensuing 28th Annual General Meeting of the Company and being eligibleoffer themselves for reappointment.
Mr. Kalyanasundaram Subramanian was re-appointed as Whole-time Director for a period oftwo years with effect from February 14 2019 without any remuneration from the Companysince he was receiving remuneration from wholly owned subsidiary company as the CEO &Wholetime Director of the subsidiary. During the year due to change in his role andresponsibilities the Board on the recommendation of the Nomination and RemunerationCommittee had approved the payment of remuneration to Mr. Kalyanasundaram Subramanianwith effect from July 04 2019 till the remaining term of his appointment upto February13 2021. The maximum remuneration which can be paid to Mr. Kalyandasundaram Subramanianwas also approved by the members at 27th Annual General Meeting of the Company held onAugust 28 2019. He no longer receives remuneration from the wholly owned subsidiarycompany with effect from July 04 2019.
Mr. Dilip S. Shanghvi was re-appointed as the Managing Director at the 25th AnnualGeneral Meeting of the Company held on September 26 2017 for a period of 5(five) yearseffective from April 1 2018 upto March 31 2023. However due to inadequacy of profitsthe approval for remuneration to be paid to Mr. Dilip S. Shanghvi was sought from themembers for a period of 3 years with effect from April 1 2018 to March 31 2021including the minimum remuneration to be paid to him in event of loss or inadequacy ofprofits in any financial year during the aforesaid period of 3 years.
On the recommendation by the Nomination and Remuneration Committee the Board ofDirectors at its meeting held on May 27 2020 have considered approved and recommendedto the members the maximum remuneration to be paid to Mr. Dilip S. Shanghvi for furtherperiod of two years i.e. for the remaining term of his present appointment from April 012021 till March 31 2023.
Appropriate resolutions for the re-appointment and remuneration of the Directors arebeing placed for your approval at the ensuing 28th Annual General Meeting.
Your Directors recommend the same for approval by the members at the ensuing 28thAnnual General Meeting of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under Section149(6) of the Act and under Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations").
In the opinion of the Board the Independent Directors of the Company fulfil theconditions specified under the Act and Listing Regulations and are independent of themanagement.
REMUNERATION POLICY FOR DIRECTORS EY MANAGERIAL PERSONNEL AND OTHER EMPLOYEESAND CRITERIA FOR APPOINTMENT OF DIRECTORS
For the purpose of selection of any Director the Nomination and Remuneration Committeeidentifies persons of integrity who possess relevant expertise experience and leadershipqualities required for the position. The Committee also ensures that the incumbent fulfilssuch criteria with regard to qualifications positive attributes independence age andother criteria as laid down under the Act Listing Regulations or other applicable laws.The Board has on the recommendation of the Nomination and Remuneration Committee framed aPolicy on remuneration of Directors Key Managerial Personnel and other Employees.
The salient features of the Remuneration Policy of the Company are as under:
A. Guiding Principles for remuneration: The Company shall remunerate all its personnelreasonably and sufficiently as per industry benchmarks and standards. The remunerationshall be commensurate to retain and motivate the human resources of the Company. Thecompensation package will inter alia take into account the experience of the personnelthe knowledge & skill required including complexity of his job work duration andrisks associated with the work and attitude of the employee like positive outlook teamwork loyalty etc.
B. Components of Remuneration: The following will be the various remunerationcomponents which may be paid to the personnel of the Company based on the designation andclass of the personnel.
a) Fixed compensation: The fixed salaries of the Company's personnel shall becompetitive and based on the individual personnels responsibilities and performance.
b) Variable compensation: The personnel of the Company may be paid remuneration by wayof variable salaries based on their performance evaluation. Such variable salaries shouldbe based on the performance of the individual against his short and long term performanceobjectives and the performance of the Company.
c) Share based payments: The Board may on the recommendation of the Nomination andRemuneration Committee issue to certain class of personnel a share and share pricerelated incentive program.
d) Non-monetary benefits: Senior management personnel of the Company may on a case tocase basis be awarded customary non-monetary benefits such as discounted salary advance /credit facility rent free accommodation Company cars with or without chauffeur shareand share price related incentive reimbursement of electricity and telephone bills etc.
e) Gratuity/group insurance: Personnel may also be awarded to group insurance and otherkey man insurance protection. Further as required by the law necessary gratuity shall bepaidto the personnel.
f) Commission: The directors may be paid ommission if approved by the shareholders. Theshareholders may authorise the Board to declare commission to be paid to any director ofthe Board.
C) Entitlement: The authority to determine the entitlement to various components asaforesaid for each class and designation of personnel shall be as follows:
|Designation / Class ||To be determined by |
|Director ||Board of Directors on the recommendation of the Nomination and Remuneration Committee within the limits approved by the shareholders |
|Key Managerial Personnel and Senior Management ||Board of Directors on recommendation of the Nomination and Remuneration Committee |
|Other employees ||Human Resources Head |
Note: For the purpose of this Policy the term Senior Management shall have the samemeaning as defined under the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015
The complete Policy as approved by the Board is available on the website of the Companyand can be accessed through the web link: http://www.sunpharma.com/policies .
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the Listing Regulations theCompany has put in place a Familiarisation Programme for the Independent Directors tofamiliarise them with the Company their roles rights responsibilities in the Companynature of the industry in which the Company operates business model etc.
The details of the Familiarisation Programme conducted are available on the website ofthe Company: www.sunpharma.com and can be accessed through the web link:http://www.sunpharma.com/policies .
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 6 (Six) times during the year under review onMay 28 2019; August 13 2019; August 28 2019; November 07 2019; February 06 2020 andMarch 17 2020. The particulars of attendance of the Directors at the said meetings areprovided in detail in the Corporate Governance Report which forms a part of this Report.The intervening gap between the meetings was within the period prescribed under the Actand Listing Regulations.
EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
During the year the evaluation of the annual performance of individual Directorsincluding the Chairman of the Company and Independent Directors Board and Committees ofthe Board was carried out under the provisions of the Act relevant Rules and theCorporate Governance requirements as prescribed under Regulation 17 of Listing Regulationsand based on the circular issued by SEBI dated January 5 2017 with respect to GuidanceNote on Board Evaluation. The Nomination and Remuneration Committee had approved thecriteria for the performance evaluation of the Board its Committees and individualDirectors as per the SEBI Guidance Note on Board Evaluation.
The Chairman of the Company interacted with each Director individually for evaluationof performance of the individual Directors. The evaluation for the performance of theBoard as a whole and of the Committees were conducted by way of questionnaires.
In a separate meeting of Independent Directors performance of Non IndependentDirectors and performance of the Board as a whole was evaluated. Further they alsoevaluated the performance of the Chairman of the Company taking into account the views ofthe Executive Directors and Non-executive Directors.
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 and diversity of theBoard competency of Directors experience of Director strategy and performanceevaluation secretarial support evaluation of risk evaluation of performance of themanagement and feedback independence of the management from the Board etc. Theperformance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as mandate and composition effectivenessof the committee structure of the committee and meetings independence of the committeefrom the Board and contribution to decisions of the Board.
The Nomination and Remuneration Committee reviewed the performance of the individualDirectors on the basis of the criteria such as qualification experience knowledge andcompetency fulfilment of functions availability and attendance initiative integritycontribution and commitment etc. and the Independent Directors were additionallyevaluated on the basis of independence independent views and judgement etc. Further theevaluation of Chairman of the Board in addition to the above criteria for individualDirectors also included evaluation based on effectiveness of leadership and ability tosteer the meetings impartiality etc.
The Chairman and other members of the Board discussed upon the performance evaluationof every Director of the Company and concluded that they were satisfied with the overallperformance of the Directors individually and that the Directors generally met theirexpectations of performance.
The summary of the feedback from the members were thereafter discussed in detail by themembers. The respective Director who was being evaluated did not participate in thediscussion on his/her performance evaluation and had exited the meeting for the saiddiscussion. During the discussion in respect of performance of Mr. Dilip Shanghvi and Mr.Sudhir Valia both Mr. Dilip Shanghvi and Mr. Sudhir Valia had exited the meeting.
The Chairman additionally interacted with each Director individually for evaluation ofperformance of all Individual Directors and Mr. Dilip Shanghvi along with other Directorshad evaluated the performance of Mr. Israel Makov as the Chairman and as an IndividualDirector. They were satisfied with the overall performance of the Directors individuallyand that the Directors generally met their expectations of performance.
The Board also assessed the fulfillment of the independence criteria as specified inListing Regulations by the Independent Directors of the Company and their independencefrom the management.
Sun Pharmas skilled talented and multicultural workforce is pivotal to all theinitiatives that drive us to realise our future plans. We have 36000+ employees globallyspread across multiple geographies in various sales offices R&D centers 43manufacturing locations regional offices and Corporate office. Human Resource agendaencourages high performance culture with focus on Employee health safety & welfareEmployee engagement development & Productivity. Your Directors would like to takethis opportunity to express their appreciation for the passion dedication and commitmentof the employees of the Company and look forward to their continued contribution.
Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure- C to this Report. Further the information pertaining to Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 pertainingto the names and other particulars of employees is available for inspection at theRegistered office of the Company during business hours and pursuant to the second provisoto Section 136(1) of the Act the Report and the accounts are being sent to the membersexcluding this. Any shareholder interested in obtaining a copy of the same may write tothe Company Secretary/ Compliance Officer.
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. The Company has adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules made thereunder. The Company has arranged various interactive awarenesss workshops in this regard for the employees at the manufacturing sites R& D set ups & corporate office during the year under review. The Company hassubmitted the Annual Returns to the local authorities as required under the abovementioned Act.
During the financial year ended March 31 2020 one complaint pertaining to sexualharassment was received and the same was resolved by the Company. There are no complaintspending as at the end of the financial year.
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
S R B C & Co LLP Chartered Accountants (Firms Regn.
No. 324982E/ E300003) were appointed as the Statutory Auditors of the Company for aperiod of 5 (five) years at the 25th Annual General Meeting of the Company to hold officetill the conclusion of the 30th Annual General Meeting of the Company.
The Auditors Report for the financial year ended March 31 2020 has been issued withan unmodified opinion by the Statutory Auditors.
The Board had appointed KJB & Co. LLP Practicing Company Secretaries Mumbai toundertake the Secretarial Audit of the Company for the financial year ended March 312020. The Secretarial Audit Report in the Form No. MR - 3 for the year is provided asAnnexure - D to this Report.
The Secretarial Audit Report for the year does not contain any qualificationreservation or adverse remark.
The Board has appointed Messrs B. M. Sharma & Associates Cost Accountants Pune(Firms Registration No. 100537) as Cost Auditor of the Company for conducting Cost Auditin respect of Bulk Drugs & Formulations of your Company for the financial year2020-21.
The Company is required to maintain Cost Records as specified by the Central Governmentunder Section 148(1) of the Act and accordingly such accounts and records are made andmaintained by the Company.
The Company has complied with the applicable Secretarial Standards as amended from timeto time.
LOANS GUARANTEES & INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in theFinancial Statements.
RELATED PARTY TRANSACTIONS
The policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company and can be accessed through the web link:http://www.sunpharma.com/policies . All contracts/ arrangements/transactions entered bythe Company during the year under review with the related parties were in the ordinarycourse of business and on an arms length basis.
As required under Section 134(3)(h) of the Act details of transactions entered withrelated parties under the Act exceeding ten percent of the annual consolidated turnover asper the last audited financial statements are given in Form AOC-2 provided as Annexure - Eto this Report.
AUDIT COMMITTEE COMPOSITION
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this Report.
The Board of Directors has constituted a Risk Management Committee which is entrustedwith the responsibility of overseeing various strategic operational and financial risksthat the organisation faces along with the adequacy of mitigation plans to address suchrisks. The Corporate Governance Report which forms part of this report contains thedetails of Risk Management Committee of the Company. There is an overarching RiskManagement Policy in place has been reviewed and approved by the Board.
The Company has developed & implemented an integrated Enterprise Risk ManagementFramework through which it identifies monitors mitigates & reports key risks thatimpacts its ability to meet the strategic objectives. The Company's ERM framework is basedon the recommendations by the Committee of Sponsoring Organisations (COSO) to further theorganisations endeavor to strengthen ERM framework and processes using best practices. TheERM team engages with all Function heads to identify internal and external events that mayhave an adverse impact on the achievement of Company's objectives and periodicallymonitors changes in both internal and external environment leading to emergence of a newthreat/risk. These risks are captured in the form of a risk register with all the relevantinformation such as risk description root cause and any existing mitigation plans. Therisk register is refreshed annually. Risks are categorised into Strategic FinancialOperational Compliance & Reputational. ERM risk assessments covering Company'svarious businesses and functions are a key input for the annual internal audit program.During FY20 the ERM team focused on reviewing effectiveness of actions taken to mitigatecertain business cyber security and other operational risks.
INTERNAL FINANCIAL CONTROLS
Sun Pharma believes that internal control is a prerequisite of governance and thataction emanating out of agreed business plans should be exercised within a framework ofchecks and balances. The Company has a well- established internal control framework whichis designed to continuously assess the adequacy effectiveness and efficiency of financialand operational controls. The management is committed to ensuring an effective internalcontrol environment commensurate with the size and complexity of the business whichprovides an assurance on compliance with internal policies applicable laws regulationsand protection of resources and assets.
Global Internal Audit
An independent and empowered Global Internal Audit Function (GIA) at the corporatelevel with support from a Big 4 / equally reputed audit firm wherever required carriesout risk-focused audits and reviews across all businesses (both in India and overseas) toensure that business process controls are adequate and are functioning effectively. Thesereviews include financial operational and compliance controls and risk mitigation plans.The Company's operating management closely monitors the internal control environment andensures that the recommendations are effectively implemented. The Audit Committee of theBoard monitors performance of the Internal Audit Function periodically reviews keyfindings and provides strategic guidance.
GIAs functioning is governed by the Audit Charter duly approved by the Audit Committeeof the Board which stipulates matters contributing to the proper and effective conduct ofthe audit. The audit processes are fully automated on a SunScience tool which integratesInternal Audits Automated follow-ups for closure of observations Internal FinancialControls (IFC) and Enterprise Risk Management (ERM) modules.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors haveconstituted a Corporate Social Responsibility (CSR) Committee. The details of membershipof the Committee and the meetings held are detailed in the Corporate Governance Reportforming part of this Report. The contents of the CSR Policy of the Company as approved bythe Board on the recommendation of the CSR Committee are available on the website of theCompany and can be accessed through the web link: http://www.sunpharma.com/policies .
During the year the Company has spent 43.71 Million which amounts to about 3.24% ofthe average net profits of the Company in the three preceding financial years.
The annual report on CSR activities containing details of expenditure incurred by theCompany and brief details on the CSR activities are provided in Annexure - F to thisReport.
The Company has not accepted any deposit from the Public during the year under reviewunder the provisions of the Act and the rules framed thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as prescribed under Part B of Schedule V readwith Regulation 34(3) of the Listing Regulations is provided in a separate section andforms part of this Report.
CORPORATE GOVERNANCE REPORT
Report on Corporate Governance and Certificate of the Auditors of the Company regardingcompliance of the conditions of Corporate Governance as stipulated in Part C of Schedule Vof the Listing Regulations are provided in a separate section and forms part of thisReport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 is provided as Annexure - G to this Report.
EMPLOYEES STOCK OPTION SCHEMES
The Company had an Employees Stock Option Scheme which was inherited from erstwhileRanbaxy Laboratories Limited ("Ranbaxy"). The scheme was through Direct Routeand had been named as Sun Pharma Employee Stock Option
Scheme - 2015. The said scheme has been completed in February 2020.
The Scheme was in compliance with Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014.
Disclosure with respect to the Employees Stock Option Scheme in compliance withSecurities and Exchange Board of India (Share Based Employee Benefits)
Regulations 2014 is available on the Company's website and can be accessed through theweb link: http://www.sunpharma.com/pdfiist/all-documents .
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behaviour in all its operations the Company has adopted a GlobalWhistle Blower Policy for Sun Pharmaceutical Industries Limited and all its subsidiariesin addition to the existing Global Code of Conduct that governs the actions of itsemployees. Further details on vigil mechanism of the Company are provided in the CorporateGovernance Report forming part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of theAct with respect to Directors Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed and there are no materialdepartures from the same;
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 March 31 2020 and of the profit 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 the 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;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The consolidated financial statements for the year ended March 31 2020 have beenprepared in accordance with Indian Accounting Standards (Ind AS) notified under theCompanies (Indian Accounting Standards) Rules 2015.
ICRA Ltd. has reaffirmed the highest credit rating of [ICRA] A1+/[ICRA] AAA(Stable) forthe bank facilities long term/ short term borrowings and commercial paper programs of theCompany.
Further CRISIL Ltd. has also reaffirmed the highest credit rating of CRISIL A1+ andCRISIL AAA/Stable for short term & long term bank facilities and commercial paperprograms of the Company.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Report of the Company for the year ended March 31 2020forms part of the Annual Report and is also made available on the website of the Companyat: http://www.sunpharma.com/pdfiist/all-documents .
Your Directors wish to thank all stakeholders employees and business partnersCompany's bankers medical professionals and business associates for their continuedsupport and valuable cooperation.
The Directors also wish to express their gratitude to investors for the faith that theycontinue to repose in the Company.
|For and on behalf of the Board of Directors || |
| ||Israel Makov |
|Place: Israel ||Chairman |
|Date: May 27 2020 ||(DIN: 05299764) |