Shasun Pharmaceuticals Ltd Merged Directors Report

To The Shareholders,

Your Directors have pleasure in presenting the Fortieth Annual Report of Shasun Pharmaceuticals Limited (the Company) together with the audited statement of accounts for the year ended March 31, 2015.

FINANCIAL RESULTS

			Rs. in Mn
Financial Results for the year ending	Standalone		Consolidated
	31.03.2015	31.03.2014	31.03.2015	31.03.2014
Gross Revenue	10,923.09	9,469.91	13,288.58	12,356.22
Profit before interest, Depreciation and Tax	1,282.80	1,017.19	1,296.58	1,238.35
Profit before tax	458.24	279.50	301.69	229.67
Profit after tax	413.48	352.25	237.55	302.11
Appropriated as follows
Dividend on Equity Shares	-	56.62	-	56.62
Tax on Dividend	-	9.62	-	9.62
Transfer to General Reserve	-	35.22	-	35.22
EPS (diluted) on the basis of Rs 2/- share	6.77	6.22	3.89	5.34

A detailed analysis of the operations of the company has been provided in the management discussion and analysis report, which forms a part of this annual report

1. Dividend

The Board of Directors of the company have not recommended any dividend for the financial year ended March 31, 2015.

2. Business performance

During the financial year 2014-15, your Company has achieved Stand-alone gross revenue of Rs. 10923.09 Mn as against Rs. 9469.91 Mn in the year 2013-14, registering a growth of 15% on standalone basis. The Profit after tax Rs. 413.48 Mn. as against Rs. 352.25 Mn.

The Company achieved Consolidated gross revenue of Rs.13288.58 Mn. as against Rs. 12356.22 Mn. in the year 2013-14, registering a growth of 7.5% on consolidated basis. The Profit after tax Rs. 237.55 Mn. as against Rs. 302.11 Mn.

3. Material changes affecting financial position of the Company

There are no material changes and commitments occurred, affecting the financial position of the Company, between the end of the financial year and the date of this report.

4. Subsidiaries / Joint Ventures

The details of Subsidiaries, Joint Ventures and Associate Companies and their financial position as required under the first proviso to Section 129(3) is given in Form AOC-1 in Annexure as part of this report.

Based on the Shareholders approval, your Company has divested its entire stake of 24.78% in joint venture viz. M/s. Alivira Animal Health Ltd. to the other shareholder M/s. Sequent Scientific Ltd. for a consideration of Rs. 75 crores.

5. Amalgamation

The Board of Directors at its meeting held on September 29, 2014, have approved the Scheme of Amalgamation between the Company and M/s. Strides Arcolab Limited, subject to various approvals under Section 391 to 394 of the Companies Act, 1956. The appointed date of the proposed scheme is April 1, 2015.

As per terms of the Scheme, shareholders of the Company will receive 5 equity shares of Rs. 10 each of Strides Arcolab Limited for 16 equity shares of Rs. 2 each of the Company. The swap ratio has been arrived at based on the joint valuation report issued by M/s. Price Waterhouse & Co. and M/s. S.R. Batliboi & Co. LLP. The Scheme is subject to regulatory and other necessary approvals.

Pursuant to an Order of the Honourable High Court of Judicature at Madras, shareholders of the Company at their meeting held on March 12, 2015, duly approved the scheme. Company had filed the petition before the said court for sanction of the scheme.

6. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors’ certificate on compliance of the Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement and Management Discussion & Analysis forming part of this report are provided in this Annual Report.

7. Composition and Number of Meetings of the Board

The Board of Directors of the Company comprises of well qualified and experienced persons having expertise in their respective areas. It has appropriate combination of Executive, Non-Executive Directors and Independent Directors.

During the financial year 2014-15, the Directors met seven times i.e., on 23.04.2014; 21.05.2014; 30.05.2014; 06.08.2014; 29.09.2014; 06.11.2014 and 05.02.2015.

8. Directors/Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. S. Abhaya Kumar and Dr. S. Devendra retire by rotation and are eligible for reappointment.

Dr. Arun Chandra Karmakar appointed as an Additional Director and Director - Operations & EHS of the Company with effect from August 6, 2014.

Mrs. Taru Rajesh Mardia was appointed as an Additional Director of the Company with effect from April 30, 2015.

Mr. M. Mohan, Director - EHS resigned with effect from August 6, 2014. Prof. Indira J Parikh, Independent Director, resigned with effect from February 6, 2015. The Board places on record their appreciation for the valuable guidance and support rendered by Mr. M. Mohan and Prof. Indira J Parikh during their association with the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. S. Abhaya Kumar, Managing Director; Mr. S. Hariharan, Chief Financial Officer and Mr. S. Murali Krishna, Company Secretary, were formalized as the Key Managerial Personnel of the Company.

9. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the annexure forming part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

10. Board Evaluation

A formal evaluation of the Board, its committees and of the individual director is one potential effective way to respond to the demand for greater Board’s accountability and effectiveness. A questionnaire is prepared and is being circulated amongst the Directors for their comments. The performance evaluation of Directors including Independent Directors is done by the entire Board of Directors excluding the directors being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

11. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or loss of the company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Remuneration Policy

The remuneration policy of the Company has been so structured in order to match the market trends of the industry. The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors. The Company has made adequate disclosures to the members on the remuneration paid to directors from time to time. Remuneration / Commission payable to Directors is determined by the contributions made by the respective directors for the growth of the Company.

13. Risk Management

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing and approving the company’s enterprise wide risk management framework and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

14. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

15. Auditors

Statutory Auditor: M/s B,S.R. & Co. LLP, Chartered Accountants, Chennai, were appointed as statutory auditors of the Company from the conclusion of the 39th Annual General Meeting of the Company held on August 6, 2014 till the conclusion of the 45th AGM, subject to ratification of their appointment at every AGM.

Cost Auditor: The Board has appointed M/s. Geeyes & Co., Cost Accountants as Cost Auditor of the Company for the financial year 2014-15. The cost audit is under progress and the Company will submit the cost audit report within the prescribed time.

Secretarial Auditor: The Board has appointed Mrs. Lakshmmi Subramanian, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is given in annexure to this report.

16. Audit Committee Recommendation

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

17. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large. The transactions with the related parties are disclosed in the Notes to the financial statements in the Annual Report.

18. Listing arrangements

The company’s shares are listed in the BSE Ltd. and National Stock Exchange of India Ltd. and the annual listing fee has been paid to these stock exchanges.

19. Vigil Mechanism

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same is explained in the Corporate Governance Report.

20. Corporate Social Responsibility (CSR)

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure as part of this report. Further the details of composition of the CSR Committee and other details are provided in the Corporate Governance Report which forms part of this report.

21. Disclosure under the Sexual harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has put in place an anti-sexual harassment mechanism in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2014-15.

22. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

23. Share Capital

Consequent to the allotment of 35,00,000 equity shares to M/s. Sequent Scientific Ltd., on preferential basis on 30.05.2014, the paid up equity share capital has gone upto Rs. 12.02 crores from Rs. 11.32 crores.

24. Employees Stock Option

The Company has reserved 11,02,477 (Eleven Lakh Two Thousand Four Hundred Seventy Seven) stock options under the Shasun ESOP Scheme and granted 2,23,000 (Two Lakh Twenty Three Thousand) stock options to identified Employees at a price of Rs. 85.60/- (Rupees Eighty Five and Sixty Paise) on August 6, 2014, which options will be vested over a period of five years at the rate of one-fifth of the options (i.e., 44,600 each year) with the first vesting date being one year from the date of grant of the option (i.e., August 5, 2015).

25. Public Deposits

The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

26. Extract of Annual Return

An extract of Annual Return in form MGT-9 as on March 31, 2015 is attached as Annexure forming part of this Report.

27. Environment, Health & Safety

Shasun enjoys the services of a team that is experienced and competent in the management of Environment, Health and Safety issues. The team invests proactively in impact mitigation initiatives coupled with simulations. All modern tools and techniques like PHA, Hazop and PSM are covered to improve Environment, Health and Safety. Internal and external audits measure our Environment, Health and Safety performance and also inspire the Company to achieve an international standard with zero deviations. Testimony to this are ISO 14001 and ISO 2007 certifications for both Pondy and Cuddalore APIs.

At Shasun Pharmaceuticals Limited, a responsible Environment, Health & Safety (EHS) commitment is integral to our existence. Regular audits are conducted and improvements carried out to provide a safe and secured atmosphere.

28. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure to this Report.

29. Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks during the year under review. Your Directors also place on record their deep sense of appreciation for the continued support of customers, suppliers, employees and investors of the company.

		For and on behalf of Board of Directors
Place : Chennai	S. Vimal Kumar	S. Abhaya Kumar	Dr. S. Devendra
Date : April 30, 2015	Wholetime Director	Managing Director	Wholetime Director

ANNEXURE TO THE DIRECTORS’ REPORT

Statement as per Section 134 (3)(m) of the Companies Act, 2013

A. Conservation of Energy

		Year ended 31.03.2015	Year ended 31.03.2014
A. Power & Fuel Consumption
Electricity
a. Purchased units	in 000s	43,376	36,214
Total amount paid	Rs. in 000s	2,77,245	199,500
Rate per unit	Rupees	6.39	5.51
b. Own generation by
I Diesel Generator (Units)	in 000s	2,142	4,022
Unit per Ltr. of Diesel Oil		2.62	3.47
Rate per unit	Rupees	16.18	16.27
II Windmills (Units)	in 000s	10,174	11,677
Amount adjusted	Rs. in 000s	59,008	67,308
Rate per unit	Rupees	5.80	5.76
III Third Party (IEX)	in 000s	1,574	2,519
Amount adjusted	Rs. in 000s	10,243	12,666
Rate per unit	Rupees	6.51	5.03
Others
Furnace Oil	Kgs in 000s	17	109
Total Amount paid	Rs. in 000s	1,558	4,892
Rate per kg	Rupees	92.98	45.03
Fuel Briquettes	Kgs in 000s	24,585	22,304
Total Amount Paid	Rs. in 000s	1,46,864	131,643
Rate Per kg.	Rupees	5.97	5.90
B. Consumption per Unit of Production
Electricity purchased	KWH in 000s /ton	8.12	7.14
Diesel Generator	KWH in 000s /ton	0.32	0.57
Furnace Oil	Kgs. in 000s /ton	0.00	0.02
Fuel Briquettes	Kgs. in 000s /ton	3.62	3.16

B. Technology Absorption

Efforts are being made to absorb the technology.

C. Expenditure on Research & Development

		Rs. in Mn
Financial Results for the year ending	Year Ended 31.03.2015	Year Ended 31.03.2014
Capital	72.07	77.15
Recurring	434.34	373.01
Total	506.41	450.16

D. Foreign Exchange Earnings and Outgo

Information on Foreign exchange earnings and outgo is given in the notes to financial statements.

ANNEXURE TO THE DIRECORS REPORT ANNUAL REPORT ON CORPORATE SOCIAL RESPONSBILITIES (CSR) ACTIVITIES

Brief outline of the Company CSR policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The Company’s CSR policy has been uploaded in the website of the Company under the web-link: www.shasun.com

1. Composition of the CSR Committee

Mr. R. Kannan, Independent Director

Dr. S. Devendra, Wholetime Director

Prof. Indira J Parikh*, Independent Director

* resigned with effect from 06.02.2015

2. Average net Profit of the Company for the last three financial years computed in line with Section 198 is

Rs. 200 Mn.

3. The prescribed CSR expenditure which is two percent of the amount is Rs. 4.00 Mn

4. Details of CSR spent during the financial year:

a) Prescribed CSR expenditure Rs. 4.00 Mn

b) Amount spent on CSR Rs. 6.55 Mn

c) Amount unspent, if any; NIL

5. Manner in which amount spent during the financial year is detailed below:

						(Rs. Mn)
S.No.	CSR project or activity identified	Sector in which the project is covered	Location (Unit)	Amout Spent on the Project or programs	Cumulative Expenditure upto reporting period	Amount spent: Direct or through implementing agency
1.	Primary Health Centre at Kalapet, Pondicherry	Health	Pondicherry	1.65	1.65	Through Shasun Foundation Trust
2.	Primary Health Care at Cuddalore	Health	Cuddalore	0.70	0.70	Direct
3.	Providing sanitation and drinking water facilities at Pondicherry and Cuddalore	Health & Hygine	Pondicherry and Cuddalore	3.53	3.53	Direct
4.	Sponsorship Support for Education	Education	Pondicherry and Cuddalore	0.67	0.67	Direct
	Total			6.55	6.55

6. Responsibility Statement by the Corporate Responsibility Committee:

The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.

Place : Chennai	S. Devendra	R. Kannan
Date : April 30, 2015	Wholetime Director	Chariman

FORM AOC-1

(PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ WITH

RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014)

Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures

PART "A": Subsidiaries

														(Rs. Mn)
S.No.	Subsidiary Name	Report- ing period	Report- ing Cur- rency	(Share capital (including share ap- plication money pending allotment)	Re- serves and surplus	Total liabili- ties	Total assets	Investments (except In case of Investments in Subsidiar- ies)	Turn over	Profit / (Loss) before taxation	Tax Ex- penses (credit)	Profit / Loss after taxa- tion	Pro- posed dividend equity	% Share holding
1	Shasun USA Inc, USA	Apr-Mar	USD	0.54	(217.18)	268.83	52.19	Nil	14.70	(3.72)	0.18	3.90	Nil	100%
2	SVADS Holdings SA, Switzerland	Apr-Mar	CHF	466.59	(12.96)	907.78	1361.41	Nil	-	0.45	0.01	0.44	Nil	100%
3	Shasun Pharma Solutions Inc, USA	Apr-Mar	USD	18.41	8.97	0.76	28.15	Nil	-	(0.14)	0.18	(0.32)	Nil	100%
4	Shasun Pharma Solutions Limited, UK	Apr-Mar	GBP	412.68	(20.39)	2281.06	2673.35	Nil	2371.19	(245.93)	18.20	(264.13)	Nil	100%
5	Stabilis Pharma Inc, USA	Apr-Mar	USD	0.06	(7.15)	10.28	3.19	Nil	2.38	(7.15)	-	(7.15)	Nil	100%
6	Shasun Life Sciences Pvt Ltd, India	Apr-Mar	INR	0.10	(0.09)	0.14	0.15	Nil	-	(0.03)	-	(0.03)	Nil	99.97%

Notes:

1. There were no subsidiaries liquidated during the FY - 2014-15

2. Exchange rate used in case of foreign subsidiaries, associates and joint ventures are given below:

CURRENCY	USD	GBP	CHF
Closing rate	62.50	92.46	64.26

Part "B": Associates and Joint Ventures

									(Rs. Mn)
S.No	Name of Associate / Joint venture	Latest Audited Balance Sheet date	Shares held by the company on the year end			Significant	Reason for not	Net worth	Profit / (Loss) for the year
			No.	Invest- ment Held	Holding %	Influence	consolidation		Considered in consolidation	Not Considered in consolidation
	(A) Associate
1	Chemsynth Laboratories Pvt Ltd, India	31.03.2015	3,362,745	33.63	49.00%	Voting Power	Not applicable	65.78	(0.81)	(0.84)
	(B) Joint Ventures
1	Shasun NBI LLC, USA	31.03.2015	1,312,500	63.88	50.00%	Voting Power	Not applicable	(36.04)	(0.70)	(0.70)

Form No. MR-3

SECRETARIAL AUDIT REPORT

For the Financial year ended 31st March, 2015

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014)

To the Members

Shasun Pharmaceuticals Limited

"Batra Centre", 3rd & 4th Floor,

28, Sardar Patel Road, Guindy, Chennai 600 032

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Shasun Pharmaceuticals Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its Officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Shasun Pharmaceuticals Limited ("the Company") for the financial year ended on 31st March, 2015 according to the provisions as applicable to the Company during the period of audit:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 55A;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(vi) There are no laws/ Regulations (as amended from time to time), as informed and certified by the management of the Company which are specifically applicable to the Company based on their sector/industry.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not applicable for the audit period).

(ii) The Listing Agreements entered into by the Company with the Stock Exchanges, where the equity shares of the Company are listed.

It is reported that during the period under review, the Company has generally been regular in complying with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc., subject to the appointment of woman director was made during April 2015 post resignation of erstwhile woman director during February 2015 and evaluating/ posting of certain policies in the website as required under the Companies Act/ listing agreement / SEBI Regulations.

We further report that there were no actions/events occurred in the pursuance of

(a) The Securities and Exchange Board of India (Share Based employee Benefits) Regulations, 2014

(b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998

(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

requiring compliance thereof by the Company during the Financial Year under review.

We further report that, on examination of the relevant documents and records and based on the information provided by the Company, its Officers and authorized representatives during the conduct of the audit, and also on the review of quarterly compliance reports by respective department heads / company secretary / CEO taken on record by the Board of Directors of the Company, in our opinion, adequate systems and processes and control mechanism exist in the Company to monitor and ensure compliance with applicable other general laws including Industrial Laws, Environmental Laws, Human Resources and labour laws.

We further report, that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial auditor and other designated professionals.

We further report that:

The Board of Directors of the Company is generally well constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were delivered and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that during the audit period, no events, other than the following, have occurred during the year, which have a major bearing on the Company’s affairs

• Preferential allotment of Shares/Convertible Warrants to Sequent Scientific Limited.

• Amalgamation of the company with Strides Acrolab Limited

	For LAKSHMMI SUBRAMANIAN & ASSOCIATES
	Lakshmmi Subramanian
Place : Chennai	Senior Partner
Date : 20.04.2015	FCS No. 3534 C.P.NO. 1087

Note: This report is to be read with our letter of even date which is annexed as Annexure A and form an integral part of this report.

ANNEXURE-A

The Members

Shasun Pharmaceuticals Limited, Chennai

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	For LAKSHMMI SUBRAMANIAN & ASSOCIATES
	Lakshmmi Subramanian
Place : Chennai	Senior Partner
Date : 20.04.2015	FCS No. 3534 C.P.NO. 1087

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.

I. REGISTRATION AND OTHER DETAILS:

CIN	L2411TN1976PLC007122
Registration Date:	19.04.1976
Name of the Company	Shasun Pharmaceuticals Limited
Category/Sub-category of the Company	Company Limited by shares / Indian – Non Government Company
Address of the Registered Office & contact details	Fourth Floor, Batra Centre,
	No. 28, Sardar Patel Road,
	Guindy, Chennai - 600 032
	Email: shasun@shasun.com
	Website : www.shasun.com
	Tel. No. 91-44-43446700
	Fax No. 91-44-22350278
Whether listed company	Yes
Name, Address & contact details of the	Integrated Enterprises (India) Ltd.
Registrar & Transfer Agent, if any	Second Floor, Kences Towers
	No.1 Ramakrishna Street, North Usman Road
	T. Nagar, Chennai - 600 017
	Tel No. 91-44-28140801-03
	Fax No.91-44-28142479
	E-mail: corpserv@integratedindia.in

II. PRINICIPAL BUSNIESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% more of the total turnover of the Company shall be stated:

S.No.	Name & Description of main products / services	NIC Code of the product / service	% to total turnover of the Company
1	Pharmaceutical	21001	100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

All the business activities contributing 10% more of the total turnover of the Company shall be stated:

S.No.	Name & Address of the Company	CIN/GLN	HOLDING/ SUBSIDIARY/ ASSOCIATE	% OF SHARES HELD	APPLICABLE SECTION
1	SVADS HOLDINGS SA Rue Fritz-Courvoisier 40 2300 La Chaux-de-Fonds, Suisse, Switzerland	NA	Subsidiary	100%	2(87)
2	Shasun Pharma Solutions Ltd Dudley Lane, Dudley, Cramlington Northumberland, England, NE23 7QG, UK	NA	Step down Subsidiary	100%	2(87)
3	Shasun Pharma Solutions Inc 197 Rt, 18 South, Suite 102 East Brunswick, NJ 08816, USA	NA	Step down Subsidiary	100%	2(87)
4	Stabilis Pharma Inc. 1675 South State St. Site B, Dover, Kent	NA	Step down Subsidiary	100%	2(87)
5	Shasun USA Inc 197 Rt, 18 South, Suite 102 East Brunswick, NJ 08816, USA	NA	Subsidiary	100%	2(87)
6	Shasun Life Sciences Pvt Ltd A4, Madhuranagar Colony S R Nagar Post, Hyderabad 500 038	U24239TG2005PTC045407	Subsidiary	99.97%	2(87)
7	Chemsynth Laboratories Pvt Ltd 1-4-94/502, Lokeshwari Residency Street No. 8, Habsiguda, Hyderabad 500 007	U24297TG2009PTC064991	Associate	49%	2(6)
8	Shasun NBI LLC 1601 S. Providence Road Columbia, Missouri 65211, USA	NA	Joint Venture	50%	2(87)

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as percentage to Total Equity)

i. Category-wise Shareholding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoter
1. Indian
a) Individual /HUF	15999716	-	15999716	28.26	16158716	-	16158716	26.88	(1.38)
b) Central Govt.	-	-	-	-	-	-	-	-	-
c) State Govt.(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp	7762983	-	7762983	13.71	7584146	-	7584146	12.61	(1.10)
e) Banks /FI	-	-	-	-	-	-	-	-	-
f) Any Other	-	-	-	-	-	-	-	-	-
Sub Total (A)(1):-	23762699	-	23762699	41.97	23742862	-	23742862	39.49	(2.48)
2. Foreign
a) NRIs -Individuals	-	-	-	-	-	-	-	-	-
b) Other -Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corp.	-	-	-	-	-	-	-	-	-
d) Banks/FI	-	-	-	-	-	-	-	-	-
e) Any Other	-	-	-	-	-	-	-	-	-
Sub Total (A)(2):-
Total Shareholding of Promoter: (A)=(A)(1)+(A)(2)	23762699	-	23762699	41.97	23742862	-	23742862	39.49	(2.48)
B. Public Shareholding
1. Institutions
i) Mutual Funds	2171624	2000	2173624	3.84	2665238	2000	2667238	4.44	0.60
ii) Banks/FI	135234	2000	137234	0.24	43179	2000	45179	0.08	(0.16)
iii) Central Govt.	-	-	-	-	-	-	-	-	-
iv) State Govt.(s)	-	-	-	-	-	-	-	-	-
v) Venture Capital Funds	-	-	-	-	-	-	-	-	-
vi) Insurance Companies	350950	-	350950	0.62	350950	-	350950	0.58	(0.04)
vii) FIIs	50000	-	50000	0.09	5824009	-	5824009	9.69	9.60
Foreign Venture Capital Funds	6578947	-	6578947	11.62	6578947	-	6578947	10.94	(0.68)
Others (specify)
Sub Total (B)(1):-	9286755	4000	9290755	16.41	15462323	4000	15466323	25.72	9.31
2. Non -Institutions
a) Bodies Corp.	4286938	22500	4309438	7.61	6886909	22500	6909409	11.49	3.88
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholder holding nominal share capital upto Rs. 1 lakh	12655285	912785	13568070	23.96	8149265	618186	8767451	14.58	(9.38)
ii) Individual shareholder holding nominal share capital in excess of Rs. 1 lakh	4997758	-	4997758	8.83	4276671	-	4276671	7.11	(1.72)
c) Others	-	-	-	-	-	-	-	-	-
i) Clearing Member	391998	-	391998	0.69	731275	-	731275	1.22	0.53
ii) Non residents	302134	-	302134	0.52	229861	-	229861	0.38	(0.14)
iii) Trust	1000	-	1000	0.00	-	-	-	-	-
Sub Total (B)(2):-	22635113	939285	23570398	41.62	20273981	640686	20914667	34.79	(6.83)
Total Public Shareholding (B)=(B)(1)+(B)(2):	31921868	939285	32861153	58.03	35736304	644686	36380990	60.51	2.48
C. Shares held by custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grant Total (A+B+C)	55684567	939285	56623852	100	59479166	644686	60123852	100	-

ii. Shareholding of Promoters

S.No.	Shareholders Name	Shareholding at the beginning of the year			Shareholding at the end of the year
		No. of shares	% of total shares of the company	% of shares pledged / encumbered to total shares	No. of shares	% of total shares of the company	% of shares pledged / encumbered to total shares	% change in share holding during the year
1	Shasun Leasing & Finance Pvt. Ltd.	4627494	8.17	-	4627494	7.70	-	(0.47)
2	Devendra Estates Pvt. Ltd.	2956652	5.22	3.12	2956652	4.92	-	(0.30)
3	Vimal Kumar S	1945334	3.44	0.11	1945334	3.24	0.10	(0.20)
4	Leela V	1361229	2.40	0.09	1366229	2.27	0.08	(0.13)
5	Usha A	1343505	2.37	1.77	1343505	2.23	-	(0.14)
6	Abhaya Kumar S	1341250	2.37	2.37	1341250	2.23	1.34	(0.14)
7	Deepak A	1313602	2.32	1.25	1314602	2.19	1.50	(0.13)
8	Nitin Kumar V	1248018	2.20	-	948018	1.58	-	(0.62)
9	Jitesh D	1165200	2.06	-	1165200	1.94	0.17	(0.12)
10	Chaitanya D	1062364	1.88	-	1062364	1.77	-	(0.11)
11	Jatin V	800000	1.41	-	807000	1.34	-	(0.07)
12	Mayur A	698059	1.23	-	698059	1.16	-	(0.07)
13	Sajjan D	665040	1.17	0.83	823040	1.37	1.00	0.20
14	Mayur A	592000	1.05	1.05	592000	0.98	-	(0.07)
15	Devendra Kumar S	433147	0.76	0.76	433147	0.72	0.72	(0.04)
16	Rupali Jatin	425000	0.75	-	425000	0.71	-	(0.04)
17	Vimal Kumar S	365000	0.64	-	365000	0.61	-	(0.03)
18	Pooja Jitesh	300000	0.53	-	300000	0.50	-	(0.03)
19	Taru Mayur	300000	0.53	-	300000	0.50	-	(0.03)
20	Suchi Chaitanya Srisrimal	300000	0.53	-	300000	0.50	-	(0.03)
21	V Leela	150000	0.26	0.26	150000	0.25	0.25	(0.01)
22	Abhaya Kumar S	109250	0.19	0.18	109250	0.18	-	(0.01)
23	Vimal Kumar S	21750	0.04	-	21750	0.04	-	-
24	Jatin V	21750	0.04	-	21750	0.04	-	-
25	Devendra Kumar S	18925	0.03	0.03	18925	0.03	0.03	-
26	Abhaya Kumar S	2250	0.00	-	2250	0.00	-	-
27	Leela V	2135	0.00	-	2135	0.00	-	-
28	V. Nitin Kumar (Huf)	6600	0.01	-	1600	0.00	-	(0.01)
29	V. Jatin (Huf)	8308	0.01	-	1308	0.00	-	(0.01)
30	Lifecell International Pvt. Ltd	166837	0.29	-	-	-	-	(0.29)
30	Vimkar Contrtacts Works LLP	12000	0.02	-	-	-	-	(0.02)
31	Monisha Nitin	0	0.00	-	300000	0.50	-	0.50
	Total	23762699	41.97	11.81	23742862	39.49	5.19	2.48

iii. Change in Promoters’ Shareholding (specify if there is no change)

S.No.	Share holding at the beginning of the Year			Cumulative Share holding during the year
	No. of Shares	% of total shares of the company		No. of shares		% of total shares of the company
At the beginning of the year	23762699	41.97		23762699		41.97
Date wise increase/decrease in	D. Sajjan	-	19/09/2014	(+)158000	-	Market purchase
Promoters Share holding during	Lifecell International Pvt Ltd	-	25/04/2014	(-)166837	-	Market Sale
the year specifying the reasons for	Vimkar Contracts Works LLP	-	25/06/2014	(-)12000	-	Market Sale
increase/decrease (e.g. allotment/	Ntin Huf	-	13/06/2014	(-)5000	-	Market Sale
transfer/bonus/sweat equity etc)	Jatin Huf	-	13/06/2014	(-)7000	-	Market Sale
	Deepak	-	19/12/2014	(+)1000	-	Market Purchase
	Leela V	-	13/06/2014	(+)5000	-	Market Purchase
	Nitin Kumar	-	25/07/2014	(-)300000	-	Shares inter-se Transfer
	Monisha Nitin	-	25/07/2014	(+)300000	-	Shares inter-se transfer
	Jatin V	-	13/06/2014	(+)7000	-	Market Purchase
At the end of the year	23742862		39.49	23742862		39.49

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

S.No.	For each of the Top 10 Shareholders		Shareholding at the beginning of the year as on 1.4.2014		Change in shareholding during the year Shareholding at the end of the year as on 31.3.2015
			No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Caduceus Asia Mauritius Limited
	At the beginning of the Year		6578947	11.62	6578947	10.94
	At the end of the year		-	-	6578947	10.94
2	Sequent Scientific Limited
	At the beginning of the Year		-	-	3500000	5.82
	At the end of the year		-	-	3500000	5.82
3	Shivanand Shankar Mankekar
	At the beginning of the Year		2100000	3.71	2100000	3.49
	02/05/2014	Transfer	562538	0.94	2662538	4.43
	22/08/2014	Transfer	96000	0.16	2758538	4.59
	At the end of the Year				2758538	4.59
4	PARAM CAPITAL RESEARCH PVT. LTD.
	At the beginning of the Year		975231	1.72	975231	1.62
	09/05/2014	Transfer	(64800)	(0.11)	910431	1.51
	06/06/2014	Transfer	(810431)	(1.35)	100000	0.17
	30/06/2014	Transfer	785000	1.31	885000	1.47
	15/08/2014	Transfer	6500	0.01	891500	1.48
	29/08/2014	Transfer	(100000)	(0.17)	791500	1.32
	12/09/2014	Transfer	(191500)	(0.32)	600000	1.00
	19/09/2014	Transfer	(200000)	(0.33)	400000	0.67
	07/11/2014	Transfer	(177000)	(0.29)	223000	0.37
	19/12/2014	Transfer	57326	0.10	280326	0.47
	02/01/2015	Transfer	(209065)	(0.35)	71261	0.12
	13/02/2015	Transfer	16413	0.03	87674	0.15
	At the end of the year				87674	0.15
5	PRONOMZ VENTURES LLP
	At the beginning of the year		876887	1.55	876887	1.46
	06/06/2014	Transfer	4100	0.01	880987	1.47
	30/06/2014	Transfer	148997	0.25	1029984	1.71
	04/07/2014	Transfer	41415	0.07	1071399	1.78
	25/07/2014	Transfer	(117000)	(0.20)	954399	1.59
	08/08/2014	Transfer	(101369)	(0.17)	853030	1.42
	31/12/2014	Transfer	(853030)	(1.42)	-	-
	At the end of the year				-	-
6	ANJU NAVEEN GALADA
	At the beginning of the year		396838	0.70	396838	0.66
	25/04/2014	Transfer	1000	0.00	397838	0.66
	30/05/2014	Transfer	(43920)	(0.07)	353918	0.59
	06/06/2014	Transfer	(34600)	(0.06)	319318	0.53
	13/06/2014	Transfer	(9092)	(0.02)	310226	0.52
	20/06/2014	Transfer	(40208)	(0.07)	270018	0.45
	30/06/2014	Transfer	(9550)	(0.02)	260468	0.43
	04/07/2014	Transfer	(1150)	(0.00)	259318	0.43
	11/07/2014	Transfer	(25500)	(0.04)	233818	0.39
	18/07/2014	Transfer	(17500)	(0.03)	216318	0.36
	25/07/2014	Transfer	519	0.00	216837	0.36
	31/07/2014	Transfer	2481	0.00	219318	0.37
	08/08/2014	Transfer	1000	0.00	220318	0.37
	15/08/2014	Transfer	7500	0.01	227818	0.38
	22/08/2014	Transfer	(5350)	(0.01)	222468	0.37
	29/08/2014	Transfer	(8600)	(0.01)	213868	0.36
	05/09/2014	Transfer	600	0.00	214468	0.36
	12/09/2014	Transfer	16537	0.03	231005	0.38
	19/09/2014	Transfer	(169850)	(0.28)	61155	0.10
	30/09/2014	Transfer	(250)	-	60905	0.10
	03/10/2014	Transfer	(3750)	(0.01)	57155	0.10
	10/10/2014	Transfer	(25200)	(0.04)	31955	0.05
	14/11/2014	Transfer	3520	0.01	35475	0.06
	21/11/2014	Transfer	(1720)	(0.00)	33755	0.06
	05/12/2014	Transfer	5880	0.01	39635	0.07
	12/12/2014	Transfer	1920	0.00	41555	0.07
	19/12/2014	Transfer	2880	0.01	44435	0.07
	31/12/2014	Transfer	(2880)	(0.01)	41555	0.07
	02/01/2015	Transfer	(320)	(0.00)	41235	0.07
	09/01/2015	Transfer	(3840)	(0.01)	37395	0.06
	16/01/2015	Transfer	(640)	(0.00)	36755	0.06
	23/01/2015	Transfer	(2650)	(0.00)	34105	0.06
	30/01/2015	Transfer	(1851)	(0.00)	32254	0.05
	06/02/2015	Transfer	(304)	(0.00)	31950	0.05
	At the end of the year				31950	0.05
7	GENERAL INSURANCE CORPORATION OF INDIA
	At the beginning of the Year		350950	0.62	350950	0.58
	At the end of the year				350950	0.58
8	P SURENDRA PAI
	At the beginning of the Year		347148	0.61	347148	0.58
	25/04/2014	Transfer	(47000)	(0.08)	300148	0.50
	09/05/2014	Transfer	(83423)	(0.14)	216725	0.36
	16/05/2014	Transfer	(5866)	(0.01)	210859	0.35
	06/06/2014	Transfer	(30000)	(0.05)	180859	0.30
	13/06/2014	Transfer	(30000)	(0.05)	150859	0.25
	04/07/2014	Transfer	(15000)	(0.03)	135859	0.23
	11/07/2014	Transfer	(10000)	(0.02)	125859	0.21
	18/07/2014	Transfer	(25500)	(0.04)	100359	0.17
	22/08/2014	Transfer	(63000)	(0.11)	37359	0.06
	29/08/2014	Transfer	(9000)	(0.02)	28359	0.05
	12/09/2014	Transfer	(2500)	(0.00)	25859	0.04
	19/09/2014	Transfer	(2000)	(0.00)	23859	0.04
	31/10/2014	Transfer	(4000)	(0.01)	19859	0.03
	07/11/2014	Transfer	(12859)	(0.02)	7000	0.01
	14/11/2014	Transfer	(7000)	(0.01)	-	-
	At the end of the year				-	-
9	VENTURA SECURITIES LIMITED
	At the beginning of the Year		213260	0.38	213260	0.36
	04/04/2014	Transfer	(201)	(0.00)	213059	0.35
	11/04/2014	Transfer	33129	0.06	246188	0.41
	18/04/2014	Transfer	(33197)	(0.06)	212991	0.35
	25/04/2014	Transfer	5270	0.01	218261	0.36
	02/05/2014	Transfer	1001	0.00	219262	0.37
	09/05/2014	Transfer	(15448)	(0.03)	203814	0.34
	16/05/2014	Transfer	19171	0.03	222985	0.37
	23/05/2014	Transfer	181188	0.30	404173	0.67
	30/05/2014	Transfer	(1683)	(0.00)	402490	0.67
	06/06/2014	Transfer	467	0.00	402957	0.67
	13/06/2014	Transfer	2041	0.00	404998	0.67
	20/06/2014	Transfer	(2536)	(0.00)	402462	0.67
	30/06/2014	Transfer	1789	0.00	404251	0.67
	04/07/2014	Transfer	885	0.00	405136	0.67
	11/07/2014	Transfer	9501	0.02	414637	0.69
	18/07/2014	Transfer	4229	0.01	418866	0.70
	25/07/2014	Transfer	5015	0.01	423881	0.71
	31/07/2014	Transfer	(297)	(0.00)	423584	0.71
	01/08/2014	Transfer	(2040)	(0.00)	421544	0.70
	08/08/2014	Transfer	10901	0.02	432445	0.72
	15/08/2014	Transfer	(16093)	(0.03)	416352	0.69
	22/08/2014	Transfer	8901	0.02	425253	0.71
	29/08/2014	Transfer	(10535)	(0.02)	414718	0.69
	05/09/2014	Transfer	(425)	(0.00)	414293	0.69
	12/09/2014	Transfer	41149	0.07	455442	0.76
	19/09/2014	Transfer	(10230)	(0.02)	445212	0.74
	30/09/2014	Transfer	(325815)	(0.54)	119397	0.20
	03/10/2014	Transfer	6770	0.01	126167	0.21
	10/10/2014	Transfer	4480	0.01	130647	0.22
	17/10/2014	Transfer	(14532)	(0.02)	116115	0.19
	24/10/2014	Transfer	(2756)	(0.01)	113359	0.19
	31/10/2014	Transfer	(11609)	(0.02)	101750	0.17
	07/11/2014	Transfer	1175	0.00	102925	0.17
	14/11/2014	Transfer	(1087)	(0.00)	101838	0.17
	21/11/2014	Transfer	(641)	(0.00)	101197	0.17
	28/11/2014	Transfer	(379)	(0.00)	100818	0.17
	05/12/2014	Transfer	5466	0.01	106284	0.18
	12/12/2014	Transfer	(1047)	(0.00)	105237	0.18
	19/12/2014	Transfer	(2552)	(0.00)	102685	0.17
	31/12/2014	Transfer	(1206)	(0.00)	101479	0.17
	02/01/2015	Transfer	(575)	(0.00)	100904	0.17
	09/01/2015	Transfer	(99688)	(0.17)	1216	0.00
	16/01/2015	Transfer	99771	0.17	100987	0.17
	23/01/2015	Transfer	81924	0.14	182911	0.30
	30/01/2015	Transfer	10820	0.02	193731	0.32
	06/02/2015	Transfer	1664	0.00	195395	0.33
	13/02/2015	Transfer	(11332)	(0.02)	184063	0.31
	20/02/2015	Transfer	(367)	(0.00)	183696	0.31
	27/02/2015	Transfer	(138)	0.00	183558	0.31
	06/03/2015	Transfer	640	0.00	184198	0.31
	13/03/2015	Transfer	268	0.00	184466	0.31
	20/03/2015	Transfer	581	0.00	185047	0.31
	27/03/2015	Transfer	(174287)	(0.29)	10760	0.02
	31/03/2015	Transfer	(5798)	(0.01)	4962	0.01
	At the end of the year				4962	0.01
10	PRAKASH M SANGHVI
	At the beginning of the year		200000	0.35	200000	0.33
	13/06/2014	Transfer	(92000)	(0.15)	108000	0.18
	27/06/2014	Transfer	(18000)	(0.03)	90000	0.15
	17/10/2014	Transfer	(54000)	(0.09)	36000	0.06
	12/12/2014	Transfer	(36000)	(0.06)	-	-

At the end of the year - -

v. Shareholding of Directors & KMP

S.No.	For Each of the Directors & KMP	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No.of shares	% of total shares of the company	No of shares	% of total shares of the company
	Director
1	Dr. S. Devendra - Wholetime Director
	At the beginning of the year	452072	0.80	-	-
	At the end of the year	-	-	452072	0.75
2	Mr. S. Abhaya kumar - Managing Director
	At the beginning of the year	1452750	2.57	-	-
	At the end of the year	-	-	1452750	2.42
3	Mr. S. Vimal Kumar - Wholetime Director
	At the beginning of the year	2332084	4.12	-	-
	At the end of the year	-	-	2332084	3.88
4	R. Kannan - Chairman & Independent Director
	At the beginning of the year	50000	0.09	-	-
	Date wise decrease shareholding	-	-	-	-
	during the year as on
	16.01.2015 Transfer	(2800)	(0.00)	47200	0.08
	23.01.2015 Transfer	(1150)	(0.00)	46050	0.08
	20.03.2015 Transfer	(610)	0.00	45440	0.08
	At the end of the year			45440	0.08
5	R. Sundara Rajan - Independent Director
	At the beginning of the year	36156	0.06	-	-
	Date wise decreas shareholding	-	-	-	-
	during the year as on
	At the end of the year	-	-	36156	0.06
6	N. Subramanian - Independent Director
	At the beginning of the year	-	-	-	-
	At the end of the year	-	-	-	-
7	Dr. Sunny Sharma - Non-Executive Director
	At the beginning of the year	-	-	-	-
	At the end of the year	-	-	-	-
8	Dr. Arun Chandra Karmakar - Director - Operations & EHS
	At the beginning of the year	-	-	-	-
	At the end of the year	-	-	-	-
9	M. Mohan - Director - EHS
	At the beginning of the year	3750	0.00	-	-
	At the end of the year	-	-	3750	0.00
10	Prof. Indira J. Parikh - Independent Director
	At the beginning of the year	-	-	-	-
	At the end of the year	-	-	-	-
	Other KMPs
1	Mr. S. Hariharan, Chief Financial Officer
	At the beginning of the year	4400	0.01	-	-
	At the end of the year	-	-	10400	0.02
2	Mr. S. Murali Krishna, Company Secretary
	At the beginning of the year	-	-	-	-
	At the end of the year	-	-	-	-

V. Indebtedness

				(Rs. In Million)
Indebtedness of the Company including interest outstanding/accrued but not due for payment
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	5324	9		5333
ii) Interest due but not paid	21			21
iii) Interest accrued but not due	7			7
Total (i+ii+iii)	5352	9		5361
Change in Indebtedness during the financial year
Additions	1178			1178
Reduction	646	4		650
Net Change	533	-4		529
Indebtedness at the end of the financial year
i) Principal Amount	5857	5		5862
ii) Interest due but not paid	22			22
iii) Interest accrued but not due	5			5
Total (i+ii+iii)	5884	5		5889

VI. Remuneration of Directors and Key Mangerial Personnal

A. Remuneration to Mr. S. Abhaya Kumar, Managing Director; Dr. S. Devendra, Wholetime Director; Mr. S.Vimal Kumar, Wholetime Director; Mr. M. Mohan, Director - EHS and Dr. Arun Chandra Karmakar, Director - Operations & EHS

							(Rs. In Million)
S.No.	Particulars of Remuneration	Mr. S. Abhaya Kumar Managing Director	Dr. S. Devendra Wholetime Director	Mr. S. Vimal Kumar Wholetime Director	Mr. M. Mohan Director-EHS*	Dr. Arun Chandra Karmakar Director – Operations & EHS*	Total Amount
1	Gross Salary	12.95	8.63	8.63	1.64	3.62	35.47
	a) Salary as per provisions contained in section 17(1) of the income-tax Act, 1961.
	b) Value of perquisites u/s 17(2) of the Income-tax Act 1961.
2	Commission:	2.00	2.00	2.00	-	-	6.00
	Performance Bonus Long Term Incentive Plan (LTIP)
3	Others – Retirement benefits	-	-	-	-	-	-
	Total (A)	14.95	10.63	10.63	1.64	3.62	41.47
	Ceiling as per the Act	Rs. 51.5 Mn (being 10% of the Net Profits computed under Section 198 of the Companies Act, 2013)

* Mr. M. Mohan resigned on 06.08.2014 and Dr. Arun Chandra Karmakar appointed on 06.08.2014

B. Remuneration to other Directors

1. Independent Directors & Non-Executive Directors

						(Rs. In Million)
Particulars of Remuneration	Independent Director				Other Non- Executive Director	Total Amount
Name of the Director	R. Kannan	R. Sundara Rajan	N. Subamanian	Prof. Indira J. Parikh	Dr. Sunny Sharma
Fee for attending Board / committee meetings	0.18	0.13	0.16	0.10	0.16	0.73
Commission	1.40	1.20	1.00	-	-	3.60
Others, Please specify
Total	1.58	1.33	1.16	0.10	0.16	4.33

C. Remuneration to Key Managerial Personnel

				(Rs. In Million)
S.No.	Particulars of Remuneration	Mr. S. Hariharan	Mr. S. Murali Krishna	Total Amount
		Chief Financial Officer	Company Secretary
1	Gross Salary	8.58	2.27	10.85
	a) Salary as per provisions contained in section 17(1) of the income-tax Act, 1961. b) Value of perquisites u/s 17(2) of the Income-tax Act 1961.
2	Others – retirement benefit	-	-	-
	Total	8.58	2.27	10.85

VII. Penalties / Punishment / Compounding of Offences

Type	Section of the Companies Act	Brief description	Details of Penalty / Punishment / Compounding fees imposed	Authority (RD/NCLT/COURT)	Appeal made, if any (give Details)
A. COMPANY
Penalty
Punishment			NIL
Compounding
B. DIRECTORS
Penalty
Punishment			NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment			NIL
Compounding