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Sun Pharmaceuticals Industries Ltd.

BSE: 524715 Sector: Health care
NSE: SUNPHARMA ISIN Code: INE044A01036
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NSE 15:59 | 08 Aug 910.40 -5.55
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OPEN 921.00
PREVIOUS CLOSE 915.20
VOLUME 33475
52-Week high 966.90
52-Week low 733.95
P/E 98.43
Mkt Cap.(Rs cr) 218,456
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 921.00
CLOSE 915.20
VOLUME 33475
52-Week high 966.90
52-Week low 733.95
P/E 98.43
Mkt Cap.(Rs cr) 218,456
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sun Pharmaceuticals Industries Ltd. (SUNPHARMA) - Director Report

Company director report

Your Directors take pleasure in presenting the Twenty-Ninth AnnualReport and Company's Audited Financial Statements for the financial year ended March 312021.

FINANCIAL RESULTS

(Rs. in Million)
Standalone Consolidated
Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
Revenue from operations 128032.1 125319.3 334981.4 328375.0
Profit before exceptional item and tax 22424.3 32530.0 71055.1 52702.3
Exceptional Item 895.6 - 43061.4 2606.4
Profit before tax but after exceptional item 21528.7 32530.0 27993.7 50095.9
Tax expense:
- Current Tax 2449.1 3864.6 9573.0 13201.4
- Deferred Tax Charge / (Credit) (2317.4) (3446.0) (331.0) (4973.4)
- Deferred Tax - Exceptional - - (4095.1) -
Profit after tax 21397.0 32111.4 22846.8 41867.9
Profit after Tax but before Share in profit / (loss) of associates and joint venture - - 22846.8 41867.9
Share of profit/(loss) of associates and joint venture [Net] - - (123.3) (148.3)
Profit for the year before non-controlling interests - - 22723.5 41719.6
Non-controlling interests - - (6314.7) 4070.3
Profit for the year attributable to owners of the Company - - 29038.2 37649.3
Total other Comprehensive Income 633.0 (808.0) (1460.3) 21208.3
Total Comprehensive Income for the year attributable to: 22030.0 31303.4 21263.2 62927.9
- Owners of the Company 22030.0 31303.4 28133.4 56068.4
- Non-Controlling Interest - - (6870.2) 6859.5
Opening balance in Retained Earnings 140052.7 123846.1 353200.5 333301.9
Additions:
Amount available for appropriation 21324.4 31925.1 28985.5 37377.3
Less:
Dividend on Equity Shares 15590.6 13789.6 15590.6 13789.6
Dividend Distribution Tax - 1928.9 - 2834.5
Buy-back of equity shares by overseas subsidiaries - - 559.5 831.6
Transfer to/from various Reserves:
- Legal reserve - - 55.0 23.0
- General reserve - - - -
Closing balance in Retained Earnings 145786.5 140052.7 365980.9 353200.5

DIVIDEND

During the year under review your Directors at their meeting held onJanuary 29 2021 had declared an interim dividend of '5.50 (Rupees Five and paise fiftyonly) per equity share of '1/- each [previous year '3.00 per equity share of '1/- each]for the year ended March 31 2021. The interim dividend was paid on February 17 2021 tothose shareholders who held shares as on February 10 2021 being the record date forpayment.

In addition to above your Directors have recommended a final dividendof '2/- (Rupees Two only) per equity share of '1/- each [previous year '1/- per equityshare of '1/- each] for the year ended March 31 2021 subject to the approval of theequity shareholders at the ensuing 29th Annual General Meeting of the Company.Pursuant to the provisions of the Finance Act 2020 the said final dividend will beliable for deduction of income tax at source.

Therefore the total dividend payout for the FY21 is '7.50/- (RupeesSeven and paise fifty only) per equity share of '1/- each [previous year '4.00/- perequity share of '1/- each].

The dividend payout is in accordance with the Company's DividendDistribution Policy. The policy is available on the website of the Company and can beaccessed through the web link: https://sunpharma.com/policies/.

BUY-BACK OF SHARES

The Board of Directors of the Company at its meeting held on March 172020 had approved the 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)per Equity Share payable in cash for an aggregate maximum amount of up to'17000000000/- (Rupees One Thousand Seven Hundred Crores Only) ("Maximum Buy-backSize").

The Buy-back period had opened on and from March 26 2020 and hadclosed during the year under review effective from closure of trading hours on September25 2020 i.e. within 6 months from the date of the opening of Buy-back.

No Equity Shares have been bought back under the Buyback as the volumeweighted average market price of Equity Shares of the Company during the Buy-Back periodwas higher than the Maximum Buy-back Price.

CHANGES IN CAPITAL STRUCTURE

During the year under review there was no change in the paid-up sharecapital of the Company.

SCHEME OF ARRANGEMENT

During the year the Board of Directors of the Company at its meetingheld on July 31 2020 had approved the Scheme of Amalgamation and Merger of Sun PharmaGlobal FZE ("Transferor Company") an indirect wholly owned subsidiary of theCompany with Sun Pharmaceutical Industries Limited ("Company") and theirrespective members and creditors ("Scheme") pursuant to Section 234 read withSections 230 to 232 of the Companies Act 2013 and the relevant rules and regulations madethereunder for amalgamation of Transferor Company into the Company.

The Hon'ble National Company Law Tribunal of Gujarat at Ahmedabad("NCLT") vide its Order dated January 07 2021 had dispensed with convening ofmeeting of secured creditor(s) of the Company and had ordered to convene the meeting ofequity shareholders and unsecured creditors of the Company and accordingly separatemeetings of the equity shareholders and unsecured creditors were convened on March 162021 by way of Video Conferencing / Other Audio Visual Means to approve the Scheme withappointed date as January 01 2020 or such subsequent date as may be decided by the Boardof Directors as applicable of the Transferor Company and the Board of Directors of theCompany or such date as may be approved by the Hon'ble NCLT or such other appropriate dateas the Appropriate Authority may decide.

At both the meetings namely the meeting of equity shareholders and themeeting of unsecured creditors the resolution for approval of proposed merger was passedwith requisite majority. The approval of NCLT is awaited.

The merger will result synergies of operations reduction in overheadsincluding administrative managerial and other expenditure operational rationalisationorganisational efficiency competitive advantage and optimal utilisation of resourceseventually enhancing the growth and reputation of the group. Pursuant to the Scheme noconsideration shall be paid nor any shares of the Company shall be issued and allotted tothe shareholders of the Transferor Company.

ANNUAL RETURN

The Annual Return as required under sub-section (3) of Section 92 ofthe Companies Act 2013 (‘the Act') in form MGT-7 is made available on the website ofthe Company and can be accessed at https://sunpharma.com/investors-annual-reports-presentations/

SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The statement containing the salient features of the FinancialStatements of the Company's subsidiaries/ joint ventures/ associates is given in Form AOC- 1 provided in Notes to the Consolidated Financial Statements forming part of theAnnual Report.

The highlights of performance of subsidiaries joint ventures andassociates and their contribution to the overall performance of the Company during thefinancial year under review is given under Annexure ‘A' to the Consolidated FinancialStatements forming part of the Annual Report.

Details pertaining to entities that became subsidiaries/ jointventures/associates and those that ceased to be the subsidiaries / jointventures/associates of the Company during the year under review are provided in Note: 38of the notes to the Consolidated Financial Statements forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Dilip S. Shanghvi Managing Director and Mr. KalyanasundaramSubramanian Whole-time Director of the Company retire by rotation at the ensuing 29thAnnual General Meeting of the Company and being eligible offer themselves forreappointment.

Further Mr. Kalyanasundaram Subramanian's term as Whole-time Directoras approved by the members at the 26th Annual General Meeting of the Companyheld on September 26 2018 was upto February 13 2021.

The Board of Directors of the Company at its meeting held on January29 2021 on the recommendation of the Nomination and Remuneration Committee had approvedre-appointment and remuneration of Mr. Kalyanasundaram Subramanian as Whole-time Directorfor a further period of two years with effect from February 14 2021 till February 132023 subject to the approval of the shareholders of the Company at the 29thAnnual General Meeting. The Board of Directors recommend his re-appointment andremuneration for further period of two years with effect from February 14 2021 forapproval of the members at the ensuing 29th Annual General Meeting of theCompany.

On the recommendation of the Nomination and Remuneration Committee theBoard of Directors by passing a resolution by circulation have appointed Dr. Pawan Goenka(DIN: 00254502) and Ms. Rama Bijapurkar (DIN: 00001835) as Additional IndependentDirectors of the Company effective from May 21 2021 in accordance with the provisions ofSection 149 of the Act and in terms of Section 161(1) of the Act they both hold officeupto the date of ensuing 29th Annual General Meeting. In the opinion of theBoard Dr. Pawan Goenka and Ms. Rama Bijapurkar hold highest standards of integrity andpossess requisite expertise and experience required to fulfil their duties as IndependentDirectors and further they are exempted from the requirement to undertake onlineproficiency self-assessment test conducted by the Indian Institute of Corporate Affairs interms of Section 150 of the Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014. The Board recommends appointment of Dr. PawanGoenka and Ms. Rama Bijapurkar as Independent Directors of the Company for a term of 5(Five) years effective from May 212021 upto May 20 2026 for approval of the members atthe ensuing 29th Annual General Meeting of the Company.

Mr. Sailesh T. Desai was re-appointed as the Wholetime Director at the26th Annual General Meeting of the Company held on September 26 2018 for aperiod of 5 (five) years effective from April 1 2019 upto March 31 2024. However due toinadequacy of profits at that time the approval for maximum remuneration to be paid toMr. Sailesh T. Desai was sought from the members for a period of 3 years with effect fromApril 1 2019 to March 31 2022 including the minimum remuneration to be paid to him inevent of loss or inadequacy of profits in any financial year during the aforesaid periodof 3 years. The Board of Directors at its meeting held on May 27 2021 have consideredapproved and recommends to the members the maximum remuneration to be paid to Mr. SaileshT. Desai as recommended by the Nomination and Remuneration Committee for further periodof two years i.e. for the remaining term of his present appointment from April 12022till March 31 2024.

Appropriate resolutions for the appointment reappointment andremuneration of the Directors are being placed for your approval at the ensuing 29thAnnual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under Section 149(6) of the Act and under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

In the opinion of the Board the Independent Directors of the Companyfulfil the conditions specified under the Act and Listing Regulations and are independentof the management.

REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

For the purpose of selection of any Director the Nomination andRemuneration Committee identifies persons of integrity who possess relevant expertiseexperience and leadership qualities required for the position. The Committee also ensuresthat the incumbent fulfils such criteria with regard to qualifications positiveattributes independence age and other criteria as laid down under the Act ListingRegulations or other applicable laws. The Board has on the recommendation of theNomination and Remuneration Committee framed a Policy on remuneration of Directors KeyManagerial Personnel and other Employees.

The salient features of the Remuneration Policy of the Company are asunder:

A. Guiding Principles for remuneration: The Company shall remunerateall its personnel reasonably and sufficiently as per industry benchmarks and standards.The remuneration shall be commensurate to retain and motivate the human resources of theCompany. The compensation package will inter alia take into account the experience ofthe personnel the knowledge & skill required including complexity of his job workduration and risks associated with the work and attitude of the employee like positiveoutlook team work loyalty etc.

B. Components of Remuneration: The following will be the variousremuneration components which may be paid to the personnel of the Company based on thedesignation and class of the personnel.

a) Fixed compensation: The fixed salaries of the Company's personnelshall be competitive and based on the individual personnel's responsibilities andperformance.

b) Variable compensation: The personnel of the Company may be paidremuneration by way of variable salaries based on their performance evaluation. Suchvariable salaries should be based on the performance of the individual against his shortand long term performance objectives and the performance of the Company.

c) Share based payments: The Board may on the recommendation of theNomination and Remuneration Committee issue to certain class of personnel a share andshare price related incentive program.

d) Non-monetary benefits: Senior management personnel of the Companymay on a case to case basis be awarded customary non-monetary benefits such asdiscounted salary advance / credit facility rent free accommodation Company cars with orwithout chauffer share and share price related incentive reimbursement of electricityand telephone bills etc.

e) Gratuity/group insurance: Personnel may also be awarded to groupinsurance and other key man insurance protection. Further as required by the law necessarygratuity shall be paid to the personnel.

f) Commission: The directors may be paid commission if approved by theshareholders. The shareholders may authorise the Board to declare commission to be paid toany director of the Board.

C) Entitlement: The authority to determine the entitlement to variouscomponents as aforesaid 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 same meaning as defined under the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015

The complete Policy as approved by the Board is available on thewebsite of the Company and can be accessed through the web link: https://sunpharma.com/policies/.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the ListingRegulations the Company has put in place a Familiarisation Programme for the IndependentDirectors to familiarise them with the Company their roles rights responsibilities inthe Company nature of the industry in which the Company operates business model etc. Thedetails of the Familiarisation Programme conducted are available on the website of theCompany: www.sunpharma. com and can be accessed through the web link: https://sunpharma.com/policies/

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 4 (Four) times during theyear under review on May 27 2020; July 31 2020; November 03 2020; and January 29 2021.The particulars of attendance of the Directors at the said meetings are provided in detailin the Corporate Governance Report which forms a part of this Report.

The intervening gap between the meetings was within the periodprescribed under the Act and Listing Regulations.

EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

During the year the evaluation of the annual performance of individualDirectors including the Chairman of the Company and Independent Directors Board andCommittees of the Board was carried out under the provisions of the Act relevant Rulesand the Corporate Governance requirements as prescribed under Regulation 17 of ListingRegulations and based on the circular issued by SEBI dated January 5 2017 with respect toGuidance Note on Board Evaluation. The Nomination and Remuneration Committee had approvedthe criteria 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 individuallyfor evaluation of performance of the individual Directors. The evaluation for theperformance of the Board as a whole and of the Committees were conducted by way ofquestionnaires.

In a separate meeting of Independent Directors performance of NonIndependent Directors and performance of the Board as a whole was evaluated.

Further they also evaluated the performance of the Chairman of theCompany taking into account the views of the Executive Directors and Non-executiveDirectors.

The Nomination and Remuneration Committee reviewed the performance ofthe individual Directors on the basis of the criteria such as qualification experienceknowledge and competency fulfilment of functions availability and attendanceinitiative integrity contribution and commitment etc. and the Independent Directorswere additionally evaluated on the basis of independence independent views and judgementetc. Further the evaluation of Chairman of the Board in addition to the above criteriafor individual Directors also included evaluation based on effectiveness of leadershipand ability to steer the meetings impartiality etc.

The Chairman and other members of the Board discussed upon theperformance evaluation of every Director of the Company and concluded that they weresatisfied with the overall performance of the Directors individually and that theDirectors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussedin detail by the members. The respective Director who was being evaluated did notparticipate in the discussion on his/her performance evaluation.

The Chairman additionally interacted with each Director individuallyfor evaluation of performance of all Individual Directors and Mr. Dilip Shanghvi alongwith other Directors had evaluated the performance of Mr. Israel Makov as the Chairman andas an Individual Director. They were satisfied with the overall performance of theDirectors individually and that the Directors generally met their expectations ofperformance.

The Board also assessed the fulfillment of the independence criteria asspecified in Listing Regulations by the Independent Directors of the Company and theirindependence from the management.

The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of various criteria such as diversity in theBoard competency of Directors strategy and performance evaluation evaluation ofperformance of the management and feedback independence of the management from the Boardetc. The performance of the Committees was evaluated by the Board after seeking inputsfrom the Committee members on the basis of criteria such as mandate and compositioneffectiveness of the committee independence of the committee from the Board contributionto decisions of the Board etc.

HUMAN RESOURCES

2020 was a very challenging year for everyone. Our 37000+ strong globalworkforce worked relentlessly to ensure medicines continue to reach patients who rely onus. As lockdowns hit across the world our teams being part of essential services ensuredour 44 manufacturing sites distribution centres R&D centres and sales officesworldwide continue to operate. We are grateful to our employees who made this happen witha safety-first mind set. The top priority for the Human Resource function was providing asafe work environment to employees globally.

Your Directors would like to take this opportunity to express theirgratitude and appreciation for the passion dedication and commitment of the employees andlook forward to their continued contribution.

Information as per Section 197 (12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in ‘Annexure - A' to this Report. Further the information pertaining toRule 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 pertaining to the names and other particulars of employees isavailable for inspection at the Registered office of the Company during business hours andpursuant to the second proviso to Section 136(1) of the Act the Report and the accountsare being sent to the members excluding this. Any shareholder interested in obtaining acopy of the same may write to the Company Secretary/ Compliance Officer either at theRegistered/Corporate Office address or by email to secretarial@sunpharma.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company strongly believes in providing a safe and harassment freeworkplace for each and every individual working for the Company through variousinterventions and practices. It is the continuous endeavour of the Management of theCompany to create and provide an environment to all its employees that is free fromdiscrimination and harassment including sexual harassment. The Company has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder. The Company hasarranged various interactive awareness workshops in this regard for the employees at themanufacturing sites R & D set ups & corporate office during the year underreview. The Company has submitted the Annual Returns to the local authorities as requiredunder the above mentioned Act.

During the financial year ended March 31 2021 no complaint pertainingto sexual harassment was received by the Company. There are no complaints pending as atthe end of the financial year.

Your Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

AUDITORS Statutory Auditors

S R B C & Co LLP Chartered Accountants (Firm's Regn. No. 324982E/E300003) were appointed as the Statutory Auditors of the Company for a period of 5 (five)years at the 25th Annual General Meeting of the Company to hold office till theconclusion of the 30th Annual General Meeting of the Company.

The Auditor's Report for the financial year ended March 31 2021 hasbeen issued with an unmodified opinion by the Statutory Auditors.

Secretarial Auditor

The Board had appointed KJB & Co. LLP Practicing CompanySecretaries Mumbai to undertake the Secretarial Audit of the Company for the financialyear ended March 31 2021. The Secretarial Audit Report in the Form No. MR - 3 for theyear is provided as ‘Annexure - B1' to this Report.

The remarks stated in the Secretarial Audit Report are self explanatoryand do not require any further explanation. The Secretarial Audit Report for the year doesnot contain any other qualification reservation or adverse remark.

In accordance with the provisions of Regulation 24A of the ListingRegulations Secretarial Audit of two material unlisted Indian subsidiaries of the Companynamely Sun Pharma Laboratories Limited (SPLL) and Sun Pharma Distributors Limited (SPDL)was undertaken by KJB & Co. LLP Practicing Company Secretaries Mumbai and theSecretarial Audit Reports issued by them to the respective Boards of SPLL and SPDL areprovided as ‘Annexure - B2' and ‘Annexure - B3' respectively to this Report. TheSecretarial Audit Reports for these material unlisted Indian subsidiaries do not containany qualification reservation or adverse remark.

Cost Auditor

The Board has appointed Messrs B. M. Sharma & Associates CostAccountants Pune (Firm's Registration No. 100537) as Cost Auditor of the Company forconducting Cost Audit in respect of Bulk Drugs & Formulations of your Company for thefinancial year 2021-22.

The Company is required to maintain Cost Records as specified by theCentral Government under Section 148(1) of the Act and accordingly such accounts andrecords are made and maintained by the Company.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards asamended from time to time.

LOANS GUARANTEES & INVESTMENTS

The particulars of loans guarantees and investments have beendisclosed in the Financial Statements.

RELATED PARTY TRANSACTIONS

The policy on Related Party Transactions as approved by the Board isavailable on the website 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 arm's length basis.

As required under Section 134(3)(h) of the Act details of transactionsentered with related parties under the Act exceeding ten percent of the annualconsolidated turnover as per the last audited financial statements are given in Form AOC-2provided as ‘Annexure - C' to this Report.

AUDIT COMMITTEE COMPOSITION

The details pertaining to composition of Audit Committee are includedin the Corporate Governance Report which forms part of this Report.

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committeewhich is entrusted with the responsibility of overseeing various organisational risks(strategic operational and financial). The Risk Management Committee also assesses theadequacy of mitigation plans to address such risks. The Corporate Governance Report whichforms part of this report contains the details of Risk Management Committee of theCompany. An overarching Risk Management Policy which was approved by the Board is inplace.

The Company has developed and implemented an integrated Enterprise RiskManagement (ERM) Framework through which it identifies monitors mitigates & reportskey risks that impact the Company's ability to meet its strategic objectives. TheCompany's ERM framework is based on the recommendations by the Committee of SponsoringOrganisations (COSO) to further the organisation's endeavour to strengthen ERM frameworkand processes using best practices. The ERM team engages with all Function heads toidentify internal and external events that may have an adverse impact on the achievementof Company's objectives and periodically monitors changes in both internal and externalenvironment leading to emergence of a new threat/risk. These risks are captured in a riskregister with all the relevant information such as risk description root cause and anyexisting mitigation plans. The risk register is refreshed semi-annually. Risks arecategorised into Strategic Financial Operational Compliance & Reputational. ERMrisk assessments covering Company's various businesses and functions are a key input forthe annual internal audit program. During FY21 the focus was on reviewing effectivenessof actions taken to mitigate business cyber security and other operational &Compliance risks.

INTERNAL FINANCIAL CONTROLS

The Company believes that internal control is a prerequisite ofgovernance and that action emanating out of agreed business plans should be exercisedwithin a framework of checks and balances. The Company has a well- established internalcontrol framework which is designed to continuously assess the adequacy effectivenessand efficiency of financial and operational controls. The management is committed toensuring an effective internal control environment commensurate with the size andcomplexity of the business which provides an assurance on compliance with internalpolicies applicable laws regulations and protection of resources and assets.

Global Internal Audit

An independent and empowered Global Internal Audit Function (GIA) atthe corporate level with support from a Big 4 / equally reputed audit firm whereverrequired carries out risk-focused audits. GIA audits all businesses (both in India andoverseas) to ensure that business process controls are adequate and are functioningeffectively.

These reviews include financial operational and compliance controlsand risk mitigation plans. The Company's operating management closely monitors theinternal control environment and ensures that the recommendations are effectivelyimplemented. The Audit Committee of the Board monitors performance of the Internal AuditFunction periodically reviews key findings and provides strategic guidance.

GIA's functioning is governed by the Audit Charter duly approved bythe Audit Committee of the Board which stipulates matters contributing to the proper andeffective conduct of the audit. The audit processes are fully automated on‘SunScience' tool which integrates Internal Audits Automated follow-ups for closureof observations Internal Financial Controls (IFC) and Enterprise Risk Management (ERM)modules. ERM Risk assessments are a key input for the annual audit program.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directorshave constituted a Corporate Social Responsibility (CSR) Committee. The details ofmembership of the Committee and the meetings held are detailed in the Corporate GovernanceReport forming part of this Report. On the recommendation of the Corporate SocialResponsibility Committee the Board of Directors at its meeting held on May 27 2021 hasapproved and adopted the revised CSR Policy in line with the requirements of the Companies(Corporate Social Responsibility Policy) Amendment Rules 2021. The CSR Policy of theCompany is available on the website of the Company and can be accessed through the weblink: https://sunpharma.com/policies/

During the year the Company has spent '269.504 Million which exceeds2% of the average net profits of the Company in the three preceding financial years. Theannual report on CSR activities containing details of expenditure incurred by the Companyand brief details on the CSR activities are provided in ‘Annexure - D' to thisReport.

The Board has accorded its consent to set off the excess amount spentby the Company on its CSR Activities against the requirement to spend in any subsequentyear(s) in terms of Section 135 of the Act.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the Public during theyear under review under the provisions of the Act and the rules framed thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as prescribed under Part B ofSchedule V read with Regulation 34(3) of the Listing Regulations is provided in a separatesection and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulated inPart C of Schedule V of the Listing Regulations are provided in a separate section andforms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 is provided as ‘Annexure - E' tothis Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

There are no significant and material orders passed by the regulatorsor courts or tribunals which impact the going concern status and Company's operations infuture.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highestlevel of honesty integrity and ethical behaviour in all its operations the Company hasadopted a ‘Global Whistle Blower Policy' for Sun Pharmaceutical Industries Limitedand all its subsidiaries in addition to the existing Global Code of Conduct that governsthe actions of its employees. Further details on vigil mechanism of the Company areprovided in the Corporate Governance Report forming part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) read with Section134(3)(c) of the Act with respect to Directors' Responsibility Statement it is herebyconfirmed that:

a) in the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards have been followed and there areno material departures from the same;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Directors have prepared the annual accounts on a going concernbasis;

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

CONSOLIDATED ACCOUNTS

The consolidated financial statements for the year ended March 31 2021have been prepared in accordance with Indian Accounting Standards (Ind AS) notified underthe Companies (Indian Accounting Standards) Rules 2015.

CREDIT RATING

ICRA Ltd. has reaffirmed the highest credit rating of ‘[ICRA]A1+'/‘[ICRA] AAA(Stable)' for the bank facilities long term/ short term borrowingsand commercial paper programs of the Company.

Further CRISIL Ltd. has also reaffirmed the highest credit rating of‘CRISIL A1+ and CRISIL AAA/Stable' for short term & long term bank facilities andcommercial paper programs of the Company.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report of the Company for the year endedMarch 31 2021 forms part of the Annual Report and is also made available on the websiteof the Company at https://sunpharma.com/investors-annual- reports-presentations/

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders employees and businesspartners Company's bankers medical professionals and business associates for theircontinued support and valuable cooperation.

The Directors also wish to express their gratitude to investors for thefaith that they continue to repose in the Company.

.