27 Apr 2017 | Livemint.com

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Lupin Ltd.

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  • BSE Code: 500257
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  • NSE Code: LUPIN
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Lupin Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

[1] Company's Philosophy on Corporate Governance:

The Company firmly believes that good governance practices stem from the dynamic culture and positive mindset of the organization. The Company's philosophy on Corporate Governance lays emphasis on timely disclosures, transparent accounting policies, consistent value systems and integrity with a view to maximise long-term corporate value and preserving shareholders' trust. In its pursuit towards achieving highest standards of corporate governance, the Company continuously strives to adopt the best evolving practices which are in vogue worldwide. Good governance practices combined with strong leadership have been the hallmark of the Company.

The Board of Directors has a balanced combination of executive and independent directors with two women directors who have considerable experience and expertise. The Company is priviliged to have eminent persons from diverse fields as Members of its Board. The Company has complied with all the mandatory requirements as also a few non-mandatory requirements, as prescribed under Regulation 27(1] of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 ('Listing Regulations'] like unqualified audit opinion on financial statements and appointment of separate persons as Chairman, Managing Director and Chief Executive  Officer.

Codes of Conduct have been adopted for Directors, Senior Management personnel and Independent Directors and they have been hosted on the website of the Company www.lupin.com In compliance with Regulation 26(3] of the Listing Regulations, all the Directors, Senior Management personnel and Independent Directors have affirmed compliance with the respective Codes for the year ended March 31, 2016.

The Company is committed to uncompromising integrity in its conduct of business. Its value systems and ethical principles set the ground rules of the manner in which it interacts with employees and outside world. The Company promotes a culture of honesty and fairness and encourages its employees to express their concerns regarding unethical practices or suspected misconduct, without any fear of punishment or unfair treatment. Towards this end, the Company instituted P.L.E.D.G.E. (Preparing Lupin Employees to Demonstrate Governance and Ethical Conduct], which encompasses three important policies viz. Code of Conduct, Whistleblower Policy and Prevention of Workplace Harassment. These policies lay down the rules and procedures, by way of which the employees can report any suspected wrongdoings or fraudulent business practices against any employee, irrespective of grade or hierarchy. P.L.E.D.G.E. is a true reflection of the values that define the Company and set the standards of professionalism and integrity. Employees take pride in being part of this culture and ardently live up to this commitment, both in letter and spirit. All complaints received from employees are dealt with seriously and responded to in a prompt and professional manner by the Office of the Ombudsperson. During the year, one complaint of sexual harassment was received, which was investigated in detail by the Internal Complaints Committee, pursuant to the provisions of 'Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013'. The Committee concluded in its findings which were shared with the complainant, that the allegations were not proved based on the extensive proceedings and evidence on record. The Office of the Ombudsperson received 39 minor complaints and four major complaints under the Whistleblower Policy which were responded to within the stipulated time frame and necessary action taken against those found guilty of breach of the Code of Conduct.

The Company has sound systems of internal checks and controls which are regularly evaluated and updated. 'Kavach', an information security initiative, is in place to address Information security concerns and create awareness. It broadly encompasses evaluating information security risks, protecting assets and ensuring continuous compliance on a sustainable basis. The Company has secured the ISO/IEC 27001:2013 certificate for 'Kavach' for the Head office and Pune location. An initiative in 'Business Continuity' was embarked upon by the Company as an extension of 'Kavach' with the objective of setting up a preventive mechanism for addressing the gaps which may delay the recovery of processes in case of any emergency. The said initiative was completed at Head Office and Mandideep location covering document testing and mock drills to equip the teams in handling incidents.

The Company is in compliance with the requirements stipulated under Clause 49 of the erstwhile Listing Agreement and applicable provisions of the Listing Regulations.

A detailed Management Discussion and Analysis report forms part of this Annual Report.

[2] Board of Directors:

The strength of the Board as on March 31, 2016 was twelve, of which, four are executive promoter-directors, two are executive directors and six are independent directors which is in conformity with Regulation 17 of the Listing Regulations. All the Directors are compliant with the provisions of the Companies Act, 2013 (Act) and Rules made thereunder and the Listing Regulations as regards number of directorships they hold. The Company has two women directors though Regulation 17 of the Listing Regulations mandates that the Board shall have at least one woman director. The requisite particulars are given below: -

Board Meetings

The Board of Directors oversees the management performance so as to adhere to the best practices of Corporate Governance and enhance the value of stakeholders. The Board provides strategic direction, leadership and guidance to the management and also monitors the operational performance in order to ensure that robust policies are in place for achieving set goals. The Board sets standards of corporate behaviour, ensures transparency in corporate dealings and compliance with all laws and regulations. The Board is apprised regularly about important business developments. Detailed presentations on important matters are made by business heads at Board meetings. The dates of the Board meetings are finalised in consultation with all directors and Agenda papers backed by comprehensive notes and detailed background information are circulated at least seven days in advance in compliance with the Secretarial Standards which have become mandatory, effective July 1, 2015. This enables the Board to take informed decisions and discharge its functions efficiently. As stipulated in the Secretarial Standards, Minutes of the Board Meetings are circulated to all the Directors within 30 days of the Board Meeting and are confirmed at the subsequent meeting. Board Members express their opinions and they are free to bring up matters for discussions at the Board Meetings. Copies of Board Meeting minutes of subsidiaries and minutes of various Committees of the Board as also Reports in respect of compliance with various laws applicable are tabled at the Board Meetings. Directors inform the Company annually about the Board/Committee positions they hold in other companies as also notify changes, as and when they take place. The Act facilitates the participation of Directors in Meetings of the Board/Committee through video conferencing or other audio visual means. Accordingly, a Director participated in the Stakeholders Relationship Committee Meeting through video conference. The Board carried out an annual performance evaluation of its own performance and also of the Independent Directors (excluding the director being evaluated).

Details of Board Meetings

Board Meetings are held at least four times a year and the time-gap between two meetings is not more than 120 days, which is in compliance with the provisions of Section 173(1] of the Act and Regulation 17(2] of the Listing Regulations. During the year, five Board meetings were held, viz. on May 13, 2015, June 22, 2015, July 23, 2015, October 27, 2015 and February 5, 2016. The Board passed one resolution by circulation, vide Circular dated September 24, 2015.

Brief profiles, other directorships and committee memberships etc. of directors seeking appointment/re-appointment at the 34th Annual General Meeting.

Mr. Nilesh Gupta

Mr. Nilesh Gupta is a chemical engineer from UDCT, Mumbai, and a graduate with honours from the Wharton School, U.S.A. Mr. Gupta had demonstrated exemplary performance in integrating and leading the diversified portfolio and ably contributed to the growth and profitability of the Company. He directed the IP strategy of the Company towards achieving a niche position for chosen products. Mr. Gupta is a sound business leader and team builder.

Mr. Ramesh Swaminathan

Mr. Ramesh Swaminathan, with an experience of over 29 years, joined the Company on July 4, 2007, as President - Finance & Planning and is presently designated as Chief Financial Officer and Executive Director. Mr. Ramesh is a member of the Institute of Chartered Accountants of India, the Institute of Cost and Works Accountants of India, the Institute of Company Secretaries of India and the Chartered Institute of Management Accountants, U.K. He is Lord Chevening scholar at the UK for Management Studies and has also done his Senior Management Program from INSEAD France. Prior to joining Lupin, he was with Henkel, Germany, as the Regional Financial Controller and has worked with VST Industries, the SPIC group and Standard Chartered Bank.

Mr. Jean-Luc Belingard

Mr. Belingard started his career in 1974 in Sales & Marketing with Merck, Sharp and Dohme (France]. In 1981, he moved to Merck, Sharp and Dohme (USA] as Senior Director, Promotion Planning. In 1983, he joined F. Hoffman-La Roche, Basel, Switzerland as Associate Director, International Marketing. During 1990-1998, he was Member of the Executive Committee, F. Hoffman-La Roche Ltd. and Chief Executive Officer, Roche Diagnostics, Basel, Switzerland. From 1999 to 2001, he was Chief Executive Officer, BioMerieux-Pierre Fabre, France. During 2002-2010, he was Chairman and Chief Executive Officer, Ipsen Group, France. In 2011, he joined BioMerieux S.A. as Chief Executive Officer and became its Chairman in April 2014. Mr. Belingard has been conferred upon prestigious National Awards viz. 'Chevalier de I'Ordre National du Merite' and 'Chevalier de la Legion d'Honneur'. Presently, Mr. Belingard is Member of the Board of Directors of Laboratory Corporation of America (USA], Stallergenes (France/USA], Transgene (France] and Laboratoire Pierre Fabre, (France]. Since 2014, he is Member of the Bill and Melinda Gates Foundation. Since 1988, he is Foreign Trade Advisor to the French Government. He has served as Member of the Board of Directors of several leading corporates in the U.S., France, Germany and Japan, and has been actively involved with various Associations, Institutions and Advisory Boards in different capacities.

[3] Audit Committee:

The Audit Committee comprises Dr. K. U. Mada and Mr. Dileep C. Choksi, independent directors and Dr. Kamal K. Sharma, Vice Chairman. Dr. Mada is the Chairman and Mr. R. V. Satam, Company Secretary, acts as the Secretary of the Committee. All Members of the Committee are financially literate and have sound knowledge of accounting practices and internal controls. Dr. Mada is an eminent economist and development banker, Mr. Choksi is a leading Chartered Accountant and financial consultant and Dr. Sharma is a Ph.D. in Economics from IIT, Mumbai. The Audit Committee acts as a link between the statutory, internal and cost auditors and the Board of Directors. The Committee assists the Board in fulfilling its responsibilities of monitoring the financial reporting process, appropriateness of audit test checks, reviewing the established processes for internal financial controls, governance and adequacy of provisions for liabilities. Dr. Mada attended the last Annual General Meeting of the Company held on July 23, 2015. Executives from the Finance Department and Statutory Auditors regularly attend the Meetings of the Audit Committee as permanent invitees. The Internal Auditor makes presentations of audit findings at the Audit Committee Meetings. The Cost Auditor is invited to attend the Meeting of the Audit Committee where the Cost Audit Report is tabled for discussion. The Chief Financial Officer & Executive Director, President - Finance, Head of Accounts and Head Internal Audit, attend the Audit Committee meetings. The Committee lays emphasis on adequate disclosures as also compliance with all the relevant statutes.

The Committee performs the functions enumerated in Section 177 of the Act and Regulation 18(3) of the Listing Regulations. The matters deliberated upon and reviewed by the Committee inter alia include: -

1) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, remuneration and terms of appointment of statutory auditors and approval of payments for any other additional services rendered by them except those enumerated under Section  144 of the Act.

3) Examining and reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval, with particular reference to: -

a) matters required to be included in the Directors' Responsibility Statement included in the Board's Report in terms of Section 134(3)(c) of the Act;

b) changes, if any, in accounting policies and practices and reasons therefor;

c) major accounting entries involving estimates based on the exercise of judgment by management;

d) significant adjustments made in the financial statements arising out of audit findings, if any;

e) compliance with listing and other legal requirements relating to financial statements;

f) disclosure of related party transactions; and

g) modified opinion(s) in the draft audit report, if any.

4) Examining and reviewing with the management, the quarterly unaudited financial results with the Limited Review Report of the Auditors before submission to the Board for approval.

5) Review and monitor the auditors' independence, performance and effectiveness of audit process.

6] Approval or any subsequent modification of transactions of the Company with related parties.

7] Scrutiny of inter-corporate loans and investments.

8] Evaluation of internal financial controls and risk management systems.

9] The appointment, removal and terms of remuneration of internal auditors.

10] Reviewing with the management, the performance of statutory and internal auditors and adequacy of the internal control systems.

11] Reviewing the adequacy of internal audit function, including the structure of the internal audit department, its staffing and seniority of the official heading the department, reporting structure, coverage and frequency of audits.

12] Discussion with the internal auditors on their significant findings and follow-up thereon.

13] Reviewing the findings of internal auditors and reporting them to the Board.

14] Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post­audit discussion to ascertain areas of concern.

15] Review the functioning of the Whistle Blower mechanism.

16] Recommend to the Board, the appointment and remuneration of Cost Auditor to conduct audit of cost records of the Company in compliance with the provisions of the Act and Rules made there under.

17] Reviewing the financial statements of subsidiary companies as also the consolidated financial statements, including investments made by the subsidiary companies.

18] Review and discuss with the management the status and implications of major legal cases.

19] Carrying out such other functions as may be mentioned in the terms of reference of the Audit Committee.

In addition to the above, the Committee reviews the management discussion and analysis, statement of related party transactions including granting omnibus approvals, management letters/internal audit reports relating to observations on internal controls, etc.

Details of Audit Committee Meetings

In compliance with Regulation 18(2](a] of the Listing Regulations, Audit Committee meetings are held at least four times a year and the time-gap between two meetings is not more than 120 days. During the year, seven Audit Committee meetings were held on May 12, 2015, July 22, 2015, September 3, 2015, September 23 2015, October 27, 2015, February 5, 2016 and March 22, 2016, the attendance at which, was as follows: -

[4] Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee (SRC] comprises Dr. Vijay Kelkar and Dr. K. U. Mada, independent directors. Dr. Vijay Kelkar is the Chairman and Mr. R. V. Satam, Company Secretary, acts as the Secretary of the Committee. Meetings of the SRC are also attended by the President - Finance and Head of Investors' Services Department.

The Committee regularly reviews the functioning of the Investors' Services Department covering all facets of its operations, including transfer of shares, compliances with regulatory provisions, implementation of employee stock options plans, activities related to dividend disbursement and depository operations. The Committee also closely monitors investor grievances redressal system of the Department.

During the year, the Company received and resolved 68 shareholder complaints relating to transfer of shares, non-receipt of annual report, non-receipt of declared dividends etc. As on March 31, 2016, no complaint remained pending/ unattended and no share transfer remained pending for over 15 days, during the year.

[5] Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises Dr. K. U. Mada, Mr. R. A. Shah and Mr. Richard Zahn, all independent directors which is in compliance with the provisions of Section 178(1) of the Act and Regulation 19(1) of the Listing Regulations. In compliance with Regulation 19(2) of the Listing Regulations, Dr. Mada, Chairman of the Committee, is an Independent Director and Mr. R. V. Satam, Company Secretary, acts as the Secretary of the Committee. In compliance with Regulation 19(3) of the Listing Regulations, Dr. Mada, Chairman of the Committee is an Independent Director and attended the last Annual General Meeting of the Members held on July 23, 2015.

Role of the Nomination and Remuneration Committee:

The Committee performs the functions enumerated in Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations as follows:

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to the remuneration of the directors, key managerial personnel and other employees;

(2) formulation of criteria for evaluation of performance of independent directors and the Board of Directors;

(3) devising a policy on diversity of Board of Directors;

(4) identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal; and

(5) whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

Remuneration of Executive Directors:

The Remuneration Committee reviews and recommends to the Board, the remuneration payable to Executive Directors subject to approval by the Members and such other approvals as may be necessary. While reviewing the remuneration, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent. The Committee recommends the remuneration after considering factors, such as experience, expertise, leadership qualities, qualifications, volume of the Company's business and profits earned by it, responsibilities shouldered by the director and the prevailing remuneration in the industry. The remuneration limits are as prescribed by Section 197 and Schedule V to the Act and the Rules made there under. The Company follows a market-linked remuneration policy. Executive Directors are not paid sitting fees for attending Meetings of the Board and its Committees.

Remuneration of Non-Executive Directors:

The Non-Executive Directors receive sitting fees for attending meetings of the Board and its Committees and the same is within the limits prescribed by the Act and the Rules made there under. At the 33^ Annual General Meeting held on July 23, 2015, the Members, vide an Ordinary Resolution, approved payment of commission to the non-executive directors, not exceeding in the aggregate 0.5% p.a. of the Company's net profit, computed in the manner laid down by the provisions of Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, for a period of five years commencing from April 1, 2015. The Board is authorised to decide upon the eligibility criteria and the quantum of commission payable to each non-executive director. An amount of Rs. 22.47 million has been provided towards commission payable to non-executive directors for the year 2015-16 which would be paid after the Members approve the audited accounts for the year ended March 31, 2016, at the forthcoming Annual General Meeting

[6] Risk Management Committee:

Risk Management is an ongoing process. The Risk Management Committee comprises Dr. Kamal K. Sharma, Vice Chairman, Ms. Vinita Gupta, Chief Executive Officer, Mr. Nilesh Gupta, Managing Director, Mr. Ramesh Swaminathan, Chief Financial Officer & Executive Director and Mr. Sunil Makharia, President - Finance. The Committee has laid down robust procedures and framework to identify, monitor and inform the Board about the risk assessment and minimization procedures. Services of Ernst & Young LLP were engaged for framing, monitoring and implementing the risk management plan of the Company. The said firm is in the process of reviewing the existing risk management process and structure including roles and responsibilities, risk rating criteria for assessing impact and the likelihood of risks and effectiveness of mitigation plans. The process includes documentation of risk prioritization and obtaining the Management's assessments on 'risks that matter' and assessiing mitigation readiness for the 'risks that matter'.

[7] Independent Directors Meeting:

In compliance with the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, a meeting of the independent directors was convened on February 5, 2016 which was attended by all the Independent Directors. The meeting was chaired by Mr. R. A. Shah. The independent directors were appreciative of the free and frank manner in which the Board has been deliberating on various business transactions and also the openness with which the Management discussed the agenda items. It was also noted that the suggestions made by the independent directors and accepted by the Board were effectively implemented. The meeting reviewed the performance of Independent as well as non-independent directors, the Chairman of the Company and the Board as a whole. The quality and adequacy of information between the Management and the Board was also assessed.

[8] Familiarisation Programme for Independent Directors:

On their appointment, the Independent Directors are issued a formal letter of appointment inter alia covering the terms and conditions of appointment, their roles, functions, rights, duties and responsibilities. The Company believes that knowledge about latest developments in the industry as a whole should be shared with the Directors so as to enable them to participate effectively. Presentations are made at Meetings of Directors on business performance and environment health and safety measures undertaken at various plant locations. Independent Directors are familiarised with the business strategies, operations, functions, policies, procedures, risk assessment/minimization procedures and business model of the Company and its subsidiaries. Articles and write-ups about the Company published in leading newspapers and business magazines are circulated to Independent Directors. Visits to factories would be arranged where necessary. Independent Directors have access to the Company information and freedom to interact with the Senior Management personnel of the Company. Independent Directors are invited to attend the Investor meets which provide them with opportunities to interact with investors, analysts and financial advisors which help them to get familiarized with the customers. The Familiarisation Programme formulated by the Company for Independent Directors has been hosted on the Company's website www.lupin.com the web link for which is <http://> www.lupin.com/pdf/Familiarisation_ programme_for_Independent_Directors_LL.pdf

[10] Related party transactions and other disclosures:

All transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arm's length pricing basis. No transaction with any related party was in conflict with the interests of the Company. All related party transaction statements in summary form are periodically placed before the Audit Committee and they are approved by the Committee pursuant to the provisions of Sections 177(4)(iv) and 188 of the Act and Regulation 23(3] of the Listing Regulations. During the year, the Company did not have any material non-listed Indian subsidiary company as defined in Regulation 24 of the Listing Regulations. The Company has framed a policy for determining material subsidiaries, which has been hosted on the Company's website (weblink: <http://www>. lupin.com/pdf/Policy_for_determining_material_subsidiaries.pdf

Pursuant to Clause 49(VII](D] of the erstwhile Listing Agreement read with SEBI Circular CIR/CFD/POLICY CELL/7/2014, the Committee granted omnibus approval to transactions likely to be entered into by the Company with related parties during the period October 1, 2015 to September 30, 2016. The Committee reviews, on a quarterly basis, details of transactions entered into by the Company pursuant to each of the omnibus approval given. Pursuant to Rule 6A to the Companies (Meetings of Board and its Powers] Rules, 2014, inserted by the Ministry of Corporate Affairs vide Notification G.S.R. 971(E] dated December 14, 2015, the Audit Committee granted requisite omnibus approval to transactions which are likely to be entered into by the Company with related parties during the financial year 2016-17.

In compliance with Accounting Standard AS 18, details of related party transactions are disclosed in the notes that form part of the financial statements.

During the year, M/s. Crawford Bayley & Co., Solicitors & Advocates, of which Mr. R. A. Shah, Independent Director is a senior partner, was paid professional fees aggregating Rs. 0.15 million, which constitutes less than one percent of the total revenues of the firm and an insignificant fraction of the Company's turnover. Apart from sitting fees, commission and professional fees, there is no pecuniary transaction with Independent directors of the Company which has potential conflict of interest with the Company.

Particulars of contracts or arrangements by the Company with related parties are recorded in Form No. MBP - 4 'Register of Contracts with related party and contracts and Bodies etc.' maintained pursuant to the provisions of Section 189(1] of the Act and Rules made thereunder and the same is placed at Board Meetings and signed by all the directors present at the said Meeting. The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. Material related party transactions were entered into by the Company only with its subsidiaries. The policy, as approved by the Board, has been hosted on the Company's website www.lupin com and web link for which is <http://www.lupin.com/pdf/POLICY-RELATED_PARTY_TRANSACTIONS.pdf>

[11] Means of communication:

The Company communicates with its shareholders through multiple means viz. dissemination of information on online portal of stock exchanges, press releases, annual reports, hosting relevant information on website of the Company www.lupin.com Quarterly and annual financial results are electronically submitted on BSE's online Portal -BSE Corporate Compliance & Listing Centre (Listing Centre] and on NSE's Electronic Application Processing System (NEAPS] the on-line portal of National Stock Exchange of India Limited, within 30 minutes of their approval by the Board. Consolidated results are published in The Economic Times (all editions] and the Marathi translation thereof in The Maharashtra Times (Mumbai edition] newspapers. The shareholding pattern and corporate governance reports are also filed with the BSE Listing Centre and NSE NEAPS on a quarterly basis. The website of the Company also displays official news releases and presentations made to institutional investors and analysts.

The Company discloses to BSE and NSE, all information required to be disclosed under Regulation 30 read with Part A of Schedule III of the Listing Regulations, including material information having a bearing on the performance/operations of the Company or other price sensitive information. The Board has approved a policy for determining materiality of events for the purpose of making disclosures to the Stock Exchanges and all such disclosures are also available on the Company's website. As a good Corporate practice, a week before the date of the Board Meeting at which financial results are to be considered, black-out period is announced, during which, Directors and Senior Management personnel are advised not to communicate with Investors/Analysts and Media. The Company has complied with all requirements of the BSE, NSE, SEBI and other statutory authorities on all matters relating to capital markets during the last three years and they have not imposed any penalties on or passed any strictures against the Company. Pursuant to Regulation 9 of the Listing Regulations, the Board of Directors had approved a policy on preservation of documents and archival policy and the same has been hosted on the Company's website www.lupin.com

[12] General Members' information:

INVESTORS' SERVICES DEPARTMENT (ISD)

Your Company accords top priority for the services to the shareholders who are its perpetual partners. The ISD comprising experienced and committed employees endeavor to provide services benchmarked to the best in the industry. Expeditious response to the investors' queries / complaints and maintaining highest standards of regulatory compliances related to shares are the thrust areas of the ISD.

The ISD has established direct connectivity with both the depositories' viz. the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for providing reliable and efficient depository operations.

The ISD deals with various matters relating to:

• Transfer and transmission of shares in physical mode

• Dematerialisation/ rematerialisation of shares

• Regulatory compliances pertaining to shares

• Redressal of investor grievances

• Disbursement of dividend

• Execution of corporate actions and other depository operations

• Implementation of Code of Conduct for prevention of insider trading

• Allotment of shares and listing thereof on the stock exchanges

• Liasoning with stock exchanges, depositories and other regulatory bodies

• Implementation of employees stock option plans

• Unclaimed shares

• Dissemination of share related information on the Company's website, NEAPS and BSE's Listing Centre.

The ISD can be approached for any query or assistance through letter, telephone, fax, email or in-person at Kalpataru Inspire, 7th Floor, Off Western Express Highway, Santacruz (East), Mumbai - 400 055, India, Tel: +91 22 6640 2402/03 Fax: +91 22 6640 8131. Email : investorservices@lupin.com

Exclusive E-mail id for communication of investors' grievances:

Pursuant to Regulation 6(2)(d) of the Listing Regulations, the following E-mail ID has been designated exclusively for communicating investors' grievances : investorservices@lupin.com

For the convenience of investors, a link at the Company's website www.lupin.com has also been provided to contact the ISD. Person in-charge of the Department: Mr. Pradeep Bhagwat, General Manager - Investors' Services.

ANNUAL GENERAL MEETING

The 34th Annual General Meeting will be held at 2.30 p.m. on Wednesday, August 3, 2016, at Rang Sharda Natyamandir, Bandra Reclamation, Bandra (West), Mumbai - 400 050.

FINANCIAL CALENDAR

First quarter results : July/August 2016

Second quarter results : October/November 2016

Third quarter results : January/February 2017

Annual results : April/May 2017

Annual General Meeting : July/August 2017

BOOK CLOSURE

The Register of Members and the Share Transfer Register will remain closed from Wednesday, July 27, 2016 to Wednesday, August 3, 2016, (both days inclusive).

Dividend for the year ended March 31, 2016, if declared, at the Annual General Meeting, shall be paid to:

a) beneficial owners at the end of business day on Tuesday, July 26, 2016 as per lists furnished by NSDL and CDSL, in respect of shares held in electronic form; and

b) persons whose names appear on the Register of Members as at the end of the business day on Tuesday, July 26, 2016, in respect of shares held in physical form.

DIVIDEND PAYMENT DATE

Dividend, if declared, shall be paid within three working days from the date of the Annual General Meeting. Dividend shall be remitted electronically i.e. through NECS/RTGS, wherever bank details of shareholders are available with the Company, and in other cases, through physical warrants, payable at par

SHARE LISTED AT

The equity shares of the Company are listed at: -

BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai Samachar Marg, Mumbai - 400 001.

National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.

Pursuant to Listing Regulations, the Company executed fresh Listing Agreement with the BSE and the NSE. Annual Listing fees for the year 2016 - 17 have been paid to the BSE and the NSE.

STOCK CODES

The stock codes of the Company are: -

BSE : 500257

NSE : LUPIN

INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)

ISIN, an unique identification number allotted to dematerialised scrip has to be quoted in each transaction relating to dematerialised shares of the Company. The ISIN of the equity shares of the Company is INE 326A 01037.

CORPORATE IDENTITY NUMBER (CIN)

CIN L24100MH1983PLC029442 has been allotted to the Company by the Ministry of Corporate Affairs, Government of India

DEMATERIALISATION OF SHARES AND LIQUIDITY

Shares of the Company are traded compulsorily in dematerialised form and are available for trading with both the depositories with whom the Company has established direct connectivity. Demat requests received by the Company are regularly monitored to expedite the process of dematerialisation. The International Securities Identification Number (ISIN) assigned to the Company's equity shares by the depositories is INE 326A 01037.

During the year, the Company has electronically confirmed demat requests for 248064 equity shares. As on March 31, 2016, 99.58% of the equity share capital of the Company was held in dematerialised form.

The shareholders holding shares in physical form are advised to dematerialise their shares. Shareholders holding shares in dematerialised form are requested to promptly update their bank details including the nine digits MICR Code, IFSC Code and E-mail ID with their respective depository participant.

SHARE TRANSFER SYSTEM

Equity shares of the Company traded in dematerialised form are transferred through the depository system. Share transfers in physical form are processed by the Investors' Services Department of the Company and placed before the Share Transfer Committee for its approval. The Board has constituted a Share Transfer Committee comprising Dr. Desh Bandhu Gupta, or in his absence, Dr. Kamal K. Sharma, as the Chairman of the Committee and Mrs. M. D. Gupta and Dr. K. U. Mada as the Members. The Committee met 24 times during the year to approve the transfer of 93550 equity shares in physical form. In terms of Regulation 40 (9) of the Listing Regulations, every six months, a Company Secretary in practice undertakes audit of the share transfer related activities and the compliance certificate issued upon audit is submitted to the BSE and the NSE.

SHARE ALLOTMENT COMMITTEE

The Board has constituted Share Allotment Committee to approve the allotment of shares, comprising Dr. Desh Bandhu Gupta, or in his absence, Dr. Kamal K. Sharma as the Chairman of the Committee and Mrs. M. D. Gupta as a Member The Allotment Committee met 13 times during the year and allotted 1094634 shares to the employees of the Company and those of its subsidiaries, upon their exercising the vested options granted to them under various Stock Option Plans of the Company. Executives of the Company are authorized by the Share Allotment Committee to comply with pre and post allotment formalities including listing of allotted shares with the stock exchanges.

UNCLAIMED SHARES

At the beginning of the year, 395950 shares pertaining to 1501 shareholders remained outstanding as unclaimed in the 'Lupin Limited - Unclaimed Suspense Account'. During the year, 51 shareholders have claimed 12350 shares which were transferred by the Company in the name of the respective claimant shareholders after due verification of the claim documents submitted by them. As on March 31, 2016, the balance in the Unclaimed Suspense Account was 383600 shares of 1450 shareholders, the voting rights in respect of which shall remain frozen till the claim of the rightful shareholders is approved by the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted revised Code of Conduct pursuant to the provisions of the SEBI (Prohibition of Insider Trading] Regulations, 2015, for prevention of insider trading in the shares of the Company. The comprehensive Code has been disseminated on the intranet and strictly implemented aiming at maintaining the highest ethical standards.

The Code which is applicable to promoters, directors, auditors, employees of the Company and their immediate relatives, prescribes the procedures to be followed while dealing in the shares of the Company. The Code prohibits the said persons to deal in the shares of the Company on the basis of any unpublished price sensitive information available to them by virtue of their position in the Company.

The transactions in the shares of the Company are also subjected to the trading window closure periods announced by the Company, from time to time.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

In terms of the provisions of Clause 55A of the Securities and Exchange Board of India (Depositories and Participants] Regulations, 1996, an audit of share capital of the Company is conducted for each calendar quarter, by a practicing Company Secretary, with a view to reconcile the total admitted capital with NSDL and CDSL and those held in physical form with the total issued, paid up and listed capital of the Company.

The audit report, inter alia, confirms that the Register of Members is duly updated and that demat/remat requests were confirmed within stipulated time etc. Details of changes in the share capital during the quarter are also covered in the report.

The Reconciliation of Share Capital Audit Report is submitted to the BSE and the NSE and is also placed before the meetings of the Stakeholders' Relationship Committee and the Board of Directors.

UNCLAIMED DIVIDENDS

Dividends declared by the Company up to the financial year 2007-08 which remained unclaimed/unpaid were transferred to the Investor Education and Protection Fund (IEPF], pursuant to the relevant provisions, as and when the same were due.

As a proactive measure to safeguard interests of the shareholders, the Company sends reminders periodically to shareholders concerned to claim their unpaid dividends before transferring the same to IEPF.

OUTSTANDING GDRs/ADRs/WARRANTS/CONVERTIBLE INSTRUMENTS

The Company has granted stock options to its employees and those of its subsidiaries under various employee stock option plans. Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 and the terms and conditions of the respective plans, the Company allots equity shares from time to time, upon the employees exercising the options vested in them.

PLANT LOCATIONS

The Company's plants are located at

i) T-142,MIDC Industrial Estate, Tarapur Industrial Area, Boisar, Dist. Thane, Maharashtra - 401 506.

vii) Gat No. 1156, Village Ghotawade, Taluka Mulshi, Dist. Pune, Maharashtra - 411 042.

xiii) Kyowa CritiCare Co., Ltd., Post code 243-0014 4-18-29, Asahi-cho, Atsugi city, Kanagawa prefecture Japan.

ii) 198-202, New Industrial Area II, Mandideep, Dist. Raisen, Madhya Pradesh - 462 046.

viii) Block 21, Dabhasa, Padra Taluka, Vadodara, Gujarat - 391 440.

xiv) Laboratorios Grin S.A. de C.V. Rodriguez Saro#630, Col Del Valle, Mexico DF , CP 03100, RFC LGR8309144M3.

iii) 124,GIDC Industrial Estate, Ankleshwar, Gujarat - 393 002.

ix) Plots Nos. 2 and M-1, SEZ,Phase -II, Misc. Zone, Apparel Park, Pithampur, Dist. Dhar, Madhya Pradesh - 454 775.

xv) Medquimica Industria Farmaceutica LTDA, RUA FERNANDO LAMARCA, 255 - Bairro Distrito Industrial Juiz de Fora, Minas Gerais, CEP 36092-030, Brazil.

iv) A-28/1, MIDC Area, Chikalthana, Aurangabad, Maharashtra - 431 001.

x) Plot 6A, Sector-17, Special Economic Zone, Mihan Notified Area, Nagpur - 441 108.

xvi) Novel Laboratories Inc., 400, Campus Drive, Somerset, New Jersey - 00873 - 1145, USA.

v) B-15, Phase I-A, Verna Industrial Area, Verna Salcette, Goa - 403 722.

xi) Plot #130, Road #11, J. N. Pharma City Parwada, Visakhapatnam, Andhra Pradesh - 531019.

EPIP, SIDCO Industrial Complex, Bari Brahmana, Jammu - 181 133.

xii) Kyowa Pharmaceutical Industry Co. Ltd., 11-1 Techno Park, Sanda, Hyogo 669 - 1339, Japan.

CONTACT PERSONS FOR ENQUIRIES

Financial matters : Mr. Sunil Makharia, email: sunilmakharia@lupin.com

Secretarial and compliance matters : Mr. Rajvardhan V. Satam, email: rajvardhansatam@lupin.com

Investors related matters : Mr. Pradeep Bhagwat, email: pradeepbhagwat@lupin.com

ADDRESS FOR CORRESPONDENCE

Members may address their queries/communications to:

Investors' Services Department:

Kalpataru Inspire, 7th Floor, Off Western Express Highway, Santacruz (East), Mumbai - 400 055, India. Tel: +91 22 6640 2323 Ext: 2402/2403 Fax: +91 22 6640 8131. E mail: investorservices@lupin.com

For and on behalf of the Board of Directors

Dr. Desh Bandhu Gupta

Chairman

(DIN: 00209378)

PLACE : Mumbai,

DATE : May 19, 2016