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Syngene International Ltd.

BSE: 539268 Sector: Health care
NSE: SYNGENE ISIN Code: INE398R01022
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OPEN 557.50
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VOLUME 26260
52-Week high 644.65
52-Week low 201.65
P/E 61.55
Mkt Cap.(Rs cr) 22,354
Buy Price 558.00
Buy Qty 10.00
Sell Price 558.85
Sell Qty 25.00
OPEN 557.50
CLOSE 562.30
VOLUME 26260
52-Week high 644.65
52-Week low 201.65
P/E 61.55
Mkt Cap.(Rs cr) 22,354
Buy Price 558.00
Buy Qty 10.00
Sell Price 558.85
Sell Qty 25.00

Syngene International Ltd. (SYNGENE) - Director Report

Company director report

Dear Members

On behalf of the Board of Directors (the 'Board') it's our immense pleasure to presentthe 27th Annual Report of your Company along with the Audited FinancialStatements and Auditors' Report for the Financial Year ended March 31 2020. We havealways believed that the power of partnerships has helped to unlock long-term value forour stakeholders. With an intense focus on fostering our relationships through investmentsin customer relations scientific talent infrastructure quality safety systemslogistics supply chain information technology and social welfare we are confident ofbolstering our position as a respected and relevant integrated research development andmanufacturing services provider.

Financial Review

Your Company's standalone performance during FY20 compared to the previous year issummarized below.

(Rs. in Mn)

Particulars March 31 2020 March 31 2019
Total revenue 20935 19007
Total expenditure 13952 12900
Profit before Depreciation Finance Costs Exceptional Items and Tax Expense 6983 6107
Less: Depreciation & Interest 2539 1965
Profit before Exceptional Items and Tax Expense 4444 4142
Add: Exceptional Item 713 -
Profit before tax 5157 4142
Less: Tax Expenses 1042 835
Profit for the year 4115 3307
Other Comprehensive Income (1916) (702)
Total Comprehensive Income 2199 2605

Key highlights of the Company's financial performance during FY20 are as follows:

• Revenue increased by 10% (from Rs. 19007 Mn to Rs. 20935 Mn)

• Earnings before interest tax depreciation and amortisation (EBITDA) increased by14% (from Rs. 6107 Mn to Rs. 6983 Mn)

• Profit after tax increased by 24% (from Rs. 3307 Mn to Rs. 4115 Mn)

A detailed financial performance analysis is provided in the Management Discussion& Analysis Report which is part of this Annual Report.

Operational Review

During the year the Company's investments in capacity enhancements and capabilityintegration across its Discovery and Development Services enabled it to offer moreinnovative sophisticated and value-added solutions to its global clients as well asdeliver greater value for its stakeholders. By remaining committed to innovation talentdevelopment quality standards safety regulatory compliance and cost optimisation theCompany successfully partnered its clients on their scientific programmes. The Companyalso strengthened its marketing and client outreach programs by_ initiating newactivities. All this helped not only in driving integrated innovation but also inexpanding its client base as well as expanding engagement with existing clients.

During the year Syngene's Discovery Services business recorded strong growth. Weopened a new state-of-the-art research and development facility in Genome Valley inHyderabad India. The first phase comprises 50000 sq. ft. of laboratory space and housesaround 150 scientists. We extended our biologics discovery and preclinical researchcapabilities in CAR-T therapy an innovative cell-based approach to treating cancer.Several projects covering hypothesis-testing and validation of new biological targets aswell as the exploration of novel mechanisms related to CAR-T therapies are underway.Bioinformatics and Cheminformatics previously operating as separate units were combinedinto Research Informatics and have developed an Artificial Intelligence (AI) platform formultiparameter optimisation of small molecules.

Development Services also recorded robust growth during the year. Mirroring the successof the Discovery Services business the division initiated a restructuring activity tobring all units under a single leadership. We set up a new dedicated facility for thedevelopment of animal health products and upgraded our HPAPI laboratory to meet GMPrequirements. We are also setting up a new fill-finish facility for injectables forclinical batches covering both small and large molecules.

We are also actively extending our capabilities beyond clinical development and initiallaunch supplies to commercial scale manufacturing. During the year we completed theconstruction of our API manufacturing facility at Mangaluru India. The state-of-the-artfacility is spread across 46 acres and has successfully executed its first order. It iscurrently undergoing qualification testing to prepare for GMP operations.

The Centre for Advanced Protein Studies (CAPS) was set up at Syngene's campus in 2019in collaboration with the Biotechnology Industry Research Assistance Council (BIRAC) agovernment agency supporting start-up biotech companies in India. The Centre provides astate-of-the-art GLP accredited analytical laboratory.

Adherence to quality and compliance is one of the cornerstones of Syngene's success.The Company diligently complies with global regulatory requirements and continues toimpress regulatory authorities and auditors with the quality of its facilities and itsadherence to various GxP requirements. During the year Syngene cleared multiple clientand regulatory audits including from USFDA Russian Health Ministry amongst others.

Subsidiary Company/Joint Venture

Syngene USA Inc. is a wholly-owned subsidiary incorporated in FY18 to have a firmfoothold in the US market and allow easy access to the Company's clients based in thatregion.

Pursuant to the first proviso to Section 129 (3) of the Companies Act 2013 (‘theAct') and Rules 5 and 8 (1) of the Companies (Accounts) Rules 2014 salient features ofthe financial statements performance and financial position of subsidiary is given inForm AOC-1 as Annexure 1 to this Report. The Consolidated Financial Statements presentedin this Annual Report include the financial results of the subsidiary.

Dividend

In line with the dividend policy approved by the Board the Company has regularlydeclared a dividend over the last few years. However owing to the uncertainty created bythe unprecedented circumstances of the COVID-19 pandemic the Board of Directors deemed itprudent not to declare a dividend for FY20 in order to prioritize cash and maintainliquidity.

In compliance with the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015 ("SEBI Listing Regulations") thedividend policy of the_Company is available on the Company's website at https://www.syngeneintl.com/investor-relations/corporate-governance. A copy of this is annexed tothis Report as Annexure 2.

Related Party Contracts or Arrangements

There were no materially significant related party transactions entered between theCompany Directors management and their relatives. All the contracts arrangements andtransactions entered by the Company with the related parties during FY20 were in theordinary course of business and on an arm's length basis. Accordingly particulars ofcontracts or arrangements with related parties referred to in section 188(1) along withthe justification for entering into such a contract or arrangement in Form AOC-2 does notform a part of the_Report.

The Company has formulated the policy on ‘Materiality of Related Partytransactions and on dealing with Related Party Transactions' and this is available athttps://www.syngeneintl. com/investor-relations/corporate-governance

The details of related party disclosures form part of the notes to the FinancialStatements provided in the Annual Report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134 (3) (m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 are annexed to this Report asAnnexure_3.

Transfer of Unpaid and Unclaimed Dividends to Investor Education and Protection Fund

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act 2013requires dividends that are not encashed/ claimed by the shareholders for a period ofseven consecutive years to be transferred to the Investor Education and Protection Fund(IEPF). In FY20 there was no amount due for transfer to IEPF.

Change in the Nature of Business

There has been no change in the Company's nature of business. Your Company continues tobe one of the largest and fastest growing Contract Research Organisation (CRO) in_theworld.

Loans Guarantees or Investments

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the Financial Statements.

Deposits

During the FY20 the Company did not accept any deposits covered under Chapter V of theCompanies Act 2013.

Credit Rating

CRISIL has maintained it's ‘CRISIL AA/positive outlook' rating on the bankingfacilities availed by Syngene from various banking/ financial institutions. The rating onthe short-term facilities was reaffirmed at ‘CRISIL A1+'.

ICRA has also maintained it's ‘ICRA AA/positive outlook' rating on the bankingfacilities availed by Syngene from various banking/ financial institutions. The rating onthe short-term facilities was reaffirmed at ‘ICRA A1+'.

Paid-Up Capital

During the financial year the paid-up share capital of the Company was increased fromRs. 2000 Mn to Rs. 4000 Mn w.e.f. June 13 2019. This increase was pursuant tothe issue of bonus shares in the ratio of 1:1 to the shareholders.

Material Changes and Commitments

No material changes and commitments have occurred after the closure of the financialyear to the date of this Report which may affect the financial position of the Company.

Human Resources

Syngene's employees form the backbone of the Company. Their knowledge technicalcompetence and innovative capabilities harness the power of science to meetever-increasing client expectations. As on March 31 2020 the Company had 4946 full-timeemployees including 4240 scientists. This diverse talent pool of scientific andnon-scientific professionals and continued investments in developing their capabilitiessupports the business in achieving sustainable growth. In FY 20 your Company wasconferred the ‘National Best Employer Brand Award 2019' by the World HRD Congress forits robust and effective HR and people management system contributing significantly totalent management and development. The Company is committed to empowering employees bynurturing their technical capabilities and career ambitions to maximise the strategicvalue that they add to the business.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are_annexed to this Report as Annexure4.

Particulars of Employees' Remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report. Consideringthe first proviso to Section 136(1) of the Companies Act 2013 the Annual Reportexcluding the said information is being sent to the shareholders of the Company andothers entitled thereto. The information is available for inspection at the registeredoffice of the Company during working hours up to the date of the ensuing Annual GeneralMeeting (AGM). Any shareholder interested in obtaining such information may write to theCompany Secretary in this regard.

Employee Stock Option Plan /Restricted Stock Units Plan

The Board of Directors of the Company had formulated the Syngene Employee Stock OptionPlan 2011 which was approved by the members of the Company on December 14 2011 andfurther ratified by the members subsequent to the IPO on December 05 2015. The Plan isadministered by the Syngene Employee Welfare Trust ("the Trust") under theinstructions and supervision of the Nomination and Remuneration Committee (NRC). The Trusthad subscribed to 6680000 equity shares of the Company on October 31 2012. The NRC onvarious occasions has granted options to eligible employees of the Company through theTrust. During the financial year there was no change in the Plan which complies withSEBI (Share Based Employee Benefits) Regulation 2014. During FY20 a total of 703978options were granted to eligible employees and 550631 equity shares were transferred toeligible employees by the Syngene Employee Welfare Trust on exercise of stock options. Thedetails of the Plan forms part of the notes to accounts of the Financial Statements inthis Annual Report.

The shareholders at the 26th AGM of the Company held on July 24 2019 haveapproved the "Syngene Restricted Stock Unit Long Term Incentive Plan FY 2020"(hereinafter referred to as "the RSU Plan") designed to drive performance toachieve the Board approved strategic plan. The RSU Plan covers key employees who byvirtue of the roles they play would influence the accomplishment of the Strategic Plan.The RSU Plan will be implemented by the Trust. The shareholders have also approved at the26th AGM the issue and allotment of further equity shares to the SyngeneEmployee Welfare Trust over a period of time for the purpose of implementation of thePlan. No RSUs have been granted as on March 31 2020 under the RSU Plan.

The Company has obtained a certificate from the statutory auditors of the Company thatboth the plans have been implemented in accordance with SEBI (Share Based EmployeeBenefits) Regulations 2014 and are in accordance with the resolution passed by theshareholders. As required under Regulation 14 of the above-mentioned Regulations theapplicable disclosure as on March 31 2020 is annexed to_this_Report as Annexure 5.

Corporate Governance Report

Syngene's Corporate Governance report is a reflection of its robust values-led cultureencompassing professionalism integrity and excellence which has been a key enabler inbuilding stakeholders' trust attracting and retaining financial and human capital andmeeting societal expectations. The Company's corporate governance framework focuses onadequate and timely disclosures transparent and robust accounting policies and a strongand independent Board to_maximize shareholders' benefits.

The Company's report on corporate governance for the Financial Year ended March 312020 as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI Listing Regulations) forms part of theAnnual Report.

Auditors' Certificate on Corporate Governance

As required under Schedule V(E) of SEBI Listing Regulations the auditors' certificateon compliance with the requirement of corporate governance is enclosed as Annexure 6 tothis Report. The auditors' certificate for FY20 does not contain any qualificationreservation or adverse remarks.

Directors

I. Appointment

During the financial year Sharmila Abhay Karve (DIN: 05018751) and Dr Carl Decicco(DIN: 08576667) have been appointed as the Independent Directors (Additional Directors)subject to regularisation by shareholders at the ensuing AGM. The Board approved theappointment of Jonathan Hunt (DIN: 07774619) who was the Wholetime Director and ChiefExecutive Officer of the Company up to March 31 2020 as the Managing Director and ChiefExecutive Officer w.e.f. April 01 2020 subject to approval of shareholders. KiranMazumdar Shaw (DIN: 00347229) who was the Chairperson and Managing Director of theCompany up to March 31 2020 transitioned into the position of Non-Executive Chairperson(Additional Director) with effect from April 01 2020 also subject to approval of theshareholders at the ensuing AGM. The above appointments have been placed before theshareholders for regularisation at the 27th AGM of the Company.

II. Re-appointment

The shareholders at the AGM of the Company held on July 28 2017 had appointed DrVijay Kuchroo (DIN: 07071727) as an Independent Director for a tenure of three yearscommencing from the date of appointment ie. March 01 2017 until the conclusion of theforthcoming AGM. Vinita Bali (DIN: 00032940) was appointed as an Independent Director bythe shareholders at their AGM held on July 25 2018 for a tenure of three years commencingfrom the date of appointment ie. July 31 2017 until the conclusion of the forthcomingAGM. The Nomination and Remuneration Committee at its Meeting held on May 11 2020 on thebasis of performance evaluation of Independent Directors has recommended to the Board thatcontinued association of Dr Vijay Kuchroo and Vinita Bali as Independent Directors of theCompany would be beneficial to the Company. The decision was made based on the externalbusiness environment the business knowledge acumen experience and the substantialcontribution made by Dr_ Vijay Kuchroo and Vinita Bali during their tenure.

Based on the above and the performance evaluation of Independent Directors the Boardrecommends the re-appointment of Dr Vijay Kuchroo and Vinita Bali as Independent Directorsof the Company not liable to retire by rotation to hold office for a second term of fiveyears from conclusion of the 27th AGM until the conclusion of 32ndAGM proposed to be held in 2025.

III. Retirement

John Shaw shall (DIN: 00347250) retire by rotation at the ensuing AGM and beingeligible offers himself for reappointment. The Board recommends his re-appointment and thesame forms part of the Notice for the 27th AGM.

The brief resume of the Directors seeking appointment/ re-appointment at the ensuingAGM in pursuance of Regulation 36(3) of SEBI Listing Regulations is annexed to the AGMNotice.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel (KMP)of the Company are Jonathan Hunt Managing Director and Chief Executive Officer (w.e.f.April 01 2020) (formerly the Wholetime Director and Chief Executive Officer up to March31 2020) Sibaji Biswas Chief Financial Officer (w.e.f. December 18 2019)and Priyadarshini Mahapatra Company Secretary (w.e.f. July 24 2019).

Kiran Mazumdar Shaw who was the Chairperson and Managing Director of the Company up toMarch 31 2020 transitioned into the position of Non-Executive Chairperson with effectfrom April 01 2020. Jonathan Hunt was elevated from the position of Wholetime Directorand Chief Executive Officer to the Managing Director and Chief Executive Officer in termsof the provisions of Section 203 of the Companies Act 2013 w.e.f. April 01 2020.

Mayank Verma demitted office as the Company Secretary and Compliance Officer of theCompany from the close of business hours on May 24 2019. Priyadarshini Mahapatra wasappointed as the Company Secretary and Compliance Officer of the Company in terms of theprovisions of Section 203 of the Companies Act 2013 effective from July 24 2019.

Sibaji Biswas succeeded Chinappa M B as the Chief Financial Officer of the Company interms of the provisions of Section 203 of the Companies Act 2013 with effect fromDecember 18 2019 after Chinappa M B moved to another role within the Biocon Group.

Policy on Directors' Appointment and Remuneration

The policy on appointment and remuneration of directors key management personnel andother persons provides an underlying basis and guidance for human resource managementthereby aligning plans for strategic growth of the Company. The Company's Policy onDirectors' Appointment and Remuneration including the criteria for determiningqualifications positive attributes independence and other matters as provided underSection 178(3) of the Companies Act 2013 is formulated by the Board on the recommendationof the Nomination and Remuneration Committee(NRC). The Policy was reviewed and updated bythe Board on NRC's recommendation at its meeting held on May 12 2020 to align it with theamendments in law and to include the details of sitting fees to be paid to theNon-executive Chairperson for attending the meetings of the Board. The Policy has beenuploaded on the website of the Company and is accessible athttps://www.syngeneintl.com/investor-relations/corporate-governance.

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) & (7) of the Companies Act 2013 and SEBI Listing Regulations. The IndependentDirectors of the Company have registered themselves with the Indian Institute of CorporateAffairs for the inclusion of their names in the data bank of Independent directors withinthe due date.

Board Diversity

A diverse Board enables efficient functioning through its access to broad perspectivesdiverse thought processes underpinned by a range of industrial and management expertisegender knowledge and geographical origins. The Board recognises the importance of adiverse composition and has adopted a ‘Board Diversity Policy' which sets out theapproach to diversity. The Board Diversity Policy of the Company is available athttps://www.syngeneintl.com/investor-relations/corporate-governance.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI Listing Regulationsthe annual performance of the Board its Committees Chairperson and Individual Directorsincluding Independent Directors was evaluated as per the criteria laid down by theNomination and Remuneration Committee. The evaluation details have been laid down in theCorporate Governance report that forms part of this Annual Report. The outcome of theBoard evaluation for FY20 was discussed by the Independent Directors Nomination andRemuneration Committee at their respective meetings held on May 11 2020 and the Board atits meeting held on May 12 2020.

Number of Meetings of the Board

The Board met 5 (five) times during the year under review. The details of Boardmeetings and attendance of the Directors is provided in the Corporate Governance Report.

Audit Committee

The Audit Committee has reviewed the accounts for the year ended March 31 2020. TheBoard accepted all recommendations made by the Audit Committee.

The members of the Audit Committee are Paul Blackburn (Chairperson) Vinita Bali andSharmila Abhay Karve Independent Directors. The list and composition of the various otherBoard-level Committees are provided in the Corporate Governance Report.

Adequacy of Internal Financial Control

The Company has laid down certain guidelines policies processes and structures toenable implementation of appropriate internal financial controls across the organisation.These control processes enable and ensure the orderly and efficient conduct of theCompany's business including safeguarding of assets prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and timely preparationof reliable financial information. There are control processes both in manual and ITapplications including ERP applications wherein the transactions were approved andrecorded. Review and control mechanisms are built in to ensure that such control systemsare adequate and operating effectively.

Because of the inherent limitations of internal financial controls including thepossibility of collusion or improper management override of controls materialmisstatements in financial reporting due to error or fraud may occur and not be detected.Also evaluation of the internal financial controls is subject to the risk that theinternal financial control may become inadequate because of changes in conditions or thatthe compliance with the policies or procedures may deteriorate.

The Company has in all material respects an adequate internal financial controlssystem. The internal financial controls were operating effectively based on the internalcontrol criteria established by the Company considering the essential components ofinternal control stated in the guidance note on audit of internal control over financialreporting issued by the Institute of Chartered Accountants of India.

Risk Management Policy

In compliance with Regulation 21 of the SEBI Listing Regulations the Board ofDirectors has duly constituted the Risk Management Committee ("the Committee")to oversee the enterprise-wide risk management framework.

Syngene has in place an enterprise-wide risk management framework that provides aholistic approach to the best of its capabilities. The Committee identifies assesses andmitigates risks that could materially impact its performance in achieving the statedobjectives. For detailed terms of reference please refer to the Corporate GovernanceReport which forms part of this Annual Report.

Directors' Responsibility Statement

Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal statutory and secretarial auditors reviewsperformed by the management and the relevant Board Committees the Board in concurrencewith the Audit Committee is of the opinion that the Company's internal financial controlswere adequate and effective as on March_31 2020.

In compliance with Section 134(5) of the Companies Act 2013 the Board to the best oftheir knowledge hereby confirm the following:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period.

(c) The Directors had 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 had prepared the annual accounts on a going concern basis.

(e) The Directors had laid down internal financial controls to be followed by theCompany and that 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 that such systems are adequate and operating effectively.

Auditors

Statutory Auditors

M/s. B S R & Co. LLP Chartered Accountants (ICAI Registration No.101248W/W-100022) were appointed as Statutory Auditors of the Company at the 23rdAGM held on June 30 2016 to hold office from the conclusion of 23rd AGM tillthe conclusion of 28th AGM proposed to be held in 2021. The Auditors' Report onthe Financial Statements of the Company for the year ended March 31 2020 does not containany qualification reservation or adverse remark. The Auditors' Report is enclosed withthe Financial Statements and forms part of the Annual Report.

Internal Auditors

The Board at its meeting held on October 22 2019 has reappointed M/s. Ernst &Young LLP as the Company's Internal Auditors for a further period of three years i.e. upto September 30 2022.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013 the Board had appointed M/s. V.Sreedharan & Associates Practicing Company Secretaries as Secretarial Auditors toconduct the Secretarial Audit of the Company for FY20. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark and is annexed to this Reportas Annexure 7. Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February8 2019 the Annual Secretarial Compliance Report issued by M/s. V. Sreedharan &Associates Practicing Company Secretaries is attached as Annexure 8 to this Report andshall also be submitted to the stock exchanges where the shares of the Company are listed.

Reporting of Fraud by Auditors

During the year under review neither the statutory auditors nor secretarial auditorshave reported to the Audit Committee any material fraud on the Company by its officers oremployees under Section 143(12) of the Companies Act 2013 the details of which need tobe provided in this report.

Extract of Annual Return

In compliance with Section 92 and Section 134 (3)(a) of the Companies Act 2013 readwith applicable Rules made thereunder the extract of Annual Return is available at theCompany's website https://www.syngeneintl.com/investor-relations/latest-report-filings andalso annexed to this report as_Annexure 9.

Management Discussion and Analysis Report

As required under Regulation 34 of SEBI Listing Regulations the Management Discussionand Analysis Report forms part of this Annual Report.

Corporate Social Responsibility

As per section 135 of the Companies Act 2013 the Company has constituted a CorporateSocial Responsibility Committee comprising Dr Bala S Manian (Chairman) Dr Vijay KuchrooVinita Bali and Prof. Catherine Rosenberg. The Committee monitors and oversees various CSRinitiatives of the Company. The Company's CSR initiatives are based on the principle ofmaking a long-term impact through programmes that promote social and economic inclusion.The Company is committed to innovation and access to affordable healthcare. In line withthis commitment and as a socially responsible organisation the Company has invested inCSR programmes aimed at making a difference to the lives of marginalised communities.

The Company's CSR activities are executed through Biocon Foundation which develops andimplements programmes in the areas of healthcare education infrastructure projectsrural development promotion of art and culture gender equality and safety of thevulnerable sections of the society. The Company's CSR policy is available on its websiteat https://www.syngeneintl.com/investor-relations/corporate-governance. A detailed reporton CSR activities is annexed to this Report as Annexure 10.

Business Responsibility Report

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations the BusinessResponsibility Report ("BRR") forms part of this Annual Report. The BRR containsa detailed report describing the initiatives taken by the Company on businessresponsibilities vis--vis the nine principles of the National Voluntary Guidelines onsocial environmental and economic responsibilities of business framed by the Ministryof_Corporate Affairs.

COVID-19 Pandemic

The world-wide outbreak of the novel coronavirus (COVID-19) has adversely affected theglobal economy. Various measures taken to contain the spread of the virus includingtravel restrictions nation-wide lockdowns and closure of non-essential services haveresulted in an economic slowdown. The Company as many other companies globally is facingunprecedented challenges in these testing times. The potential impact on the operationstogether with the proactive initiatives undertaken and the strategy adopted by the Companyto protect employees from infection have been separately provided in the Business ReviewSection of the Annual Report under the caption "Dealing with the Pandemic".

Whistle Blower Policy/Vigil Mechanism

The Company's Whistle Blower policy allows employees Directors and other stakeholdersto report genuine grievances corruption fraud misconduct misappropriation of assetsand non-compliance of code of conduct of the Company or any other unethical practices. ThePolicy provides adequate safeguard against victimisation to the whistle blower and enablesthem to raise concerns to the Integrity Committee and provides an option of direct accessto the Chairman Audit Committee. Syngene has engaged "In Touch India Ernst &Young" to provide an online platform to raise complaints by the whistle blowers.During FY20 none of the personnel have been denied access to the Chairman of the AuditCommittee. The Whistle Blower Policy is available on the Company's website athttps://www.syngeneintl.com/investor-relations/corporate-governance.

Disclosure Under Section 22 of The Sexual Harassmentof WomenatWorkplace(PreventionProhibition and Redressal) Act_2013

Syngene has a strict Prevention of Sexual Harassment Policy (POSH) in accordance withthe statutory requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Policy is applicable to all employees includingthe Company's contractual employees. The Company is committed to providing a workplacethat is free from discrimination harassment and victimisation regardless of genderrace creed religion place of origin sexual orientation of a person employed or engagedwith the Company. The Internal Committee (‘IC') has been constituted to consider andredress all complaints of sexual harassment at workplace. Employee sensitisationprogrammes on POSH were conducted during the year. In FY 20 we have received a total of 3complaints of which 2 have been resolved and 1 was open as on March 31 2020 (received inMarch 2020).

Significant and Material Orders by the Regulators or Courts or Tribunals

During FY20 there have been no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations in future.

Statutory Disclosures

None of the Directors of the Company are disqualified as per provisions of Section 164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Act and SEBI Listing Regulations.

Compliance with Secretarial Standards

During the year under review the Compansy has complied with the provisions ofapplicable secretarial standards issued by The Institute of Company Secretaries of India(ICSI).

Green Initiative

We request all the shareholders to support the ‘Green Initiative' of the Ministryof Corporate Affairs and Syngene's continued endeavours for greener environment byenabling service of Annual Report AGM Notice and other documents electronically to youremail address registered with your Depository Participant/ Registrar and Share TransferAgent. We also request all the investors whose email ID is not registered to takenecessary steps to register their email ID with the Depository Participant/ Registrar andShare Transfer Agent.

Acknowledgments

We place on record our gratitude to our employees at all levels who have contributed tothe growth and sustained success of the Company through their dedication hard workcooperation and support. We would like to thank all our clients vendors bankersinvestors media and other business associates for their continued support andencouragement during the year. We also thank the Government of India; the Government ofKarnataka; the Ministry of Information Technology and Biotechnology; the Ministry ofCommerce and Industry; the Ministry of Finance and Corporate affairs; the Department ofScientific and Industrial Research; Central Board of Indirect Taxes and Customs; theReserve Bank of India; the Central Board of Direct Tax; SEZs (Special Economic Zones)BIRAC (Biotechnology Industry Research Assistance Council) and all other governmentagencies for their support during FY20 and look forward to their continued support infuture.

For and on behalf of the Board
Place: Bengaluru Kiran Mazumdar Shaw
Date: May 12 2020 Chairperson
DIN: 00347229

   

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