28 Apr 2017 | Livemint.com

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Torrent Pharmaceuticals Ltd.

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  • BSE Code: 500420
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Torrent Pharmaceuticals Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

MAXIMUM GOVERNANCE - THE TORRENT WAY

The Securities and Exchange Board of India (SEBI) has been continuously fine tuning and upgrading the standards of Corporate Governance applicable to Indian companies. The formal code of Corporate Governance which was hitherto a part of listing agreement was subsequently subsumed in comprehensive regulations known as Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - "Listing Regulations'.' While complying with the bedrock of the amended regulations by SEBI, Torrent has built its Corporate Governance practices on the three inviolable principles of TRANSPARENCY, INTEGRITY (comprehensive all round disclosure + financial controls) and ACCOUNTABILTY. This report sets out the governance systems and processes of the Company, as set out in Listing Regulations for the financial year ended 31st March, 2016. The Company is in full compliance with the Corporate Governance norms as stipulated in Listing Regulations.

Torrent believes that while implementation of the minimum framework is a prerequisite, superior governance practices are vital for growing a sustainable and successful business.

1. BOARD OF DIRECTORS

Diversity, to encourage the emergence of full, frank and comprehensive discussions is the guiding principle in selecting the DNA of the Board. Your Company has a leading Academician, an accomplished Professional, a leading Legal Professional, an Accounting Professional and an accomplished Banker as Independent Directors. The Research & Development focus, sharp entrepreneurial ability and years of experience are represented in the rest of the Board. The Board of Directors (Board) comprises of nine Directors as on 31st March, 2016 of which seven are Non-Executive Directors (NEDs) (78% of the Board strength) and five are Independent Non-Executive Directors (IDs) (56% of the Board strength).

An annual calendar of meetings is established after consulting all Directors to facilitate their physical presence and meaningful  participation. It has been the Company's endeavour to have meetings at various plants / locations of the Company too, apart from the Registered Office of the Company to get Directors to WITNESS the practices and to get under the skin of the Company's  business model.

Notes:

1 Smt. Bhavna Doshi ceased to be a Director of the Company due to her resignation with effect from conclusion of the Board meeting on 15th May, 2015. She attended both meetings held during her tenure in the year.

2 Smt. Renu Challu was appointed as an Independent Director of the Company for a period of three consecutive years effective from 27th July, 2015.

3 These numbers exclude the Directorship / Committee Membership held in the Company and in private limited companies, foreign companies, companies registered under Section 8 of the Companies Act, 2013. Further, it includes only the Chairmanship / Membership of the Audit Committee and Stakeholders' Relationship Committee. All Directors have informed the Company about the Committee Positions they occupy in other companies as per Regulation 26 of Listing Regulations,  which were placed before the Board.

4 NED - Non-Executive Director (other than ID); ID - Independent Director; WTD - Whole-time Director; NA - Not Applicable.

Except Shri Sudhir Mehta and Shri Samir Mehta, who are related to each other as brothers, none of the other Directors are related to any other Director on the Board in term of definition of 'relative' as per the Companies Act, 2013.

Shri Samir Mehta is liable to retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. Relevant details pertaining to Shri Samir Mehta are provided in the Notice of the AGM.

All IDs of the Company have furnished declarations that they qualify the conditions of being independent as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. These were placed before the Board.

During the financial year, the five IDs of the Company met on 21st December, 2015 under the chairmanship of Shri Haigreve Khaitan without the presence of Non-Independent Directors or Management personnel to review the performance of Non-Independent Directors, the Board and its Chairperson. The meeting also reviewed the quality, quantity and timeliness of flow of information between the Company and the Board.

The terms and conditions of appointment of Independent Directors have been placed on the website of the Company www. torrentpharma.com The details of familiarization programmes for Independent Directors have been provided in the Directors' Report and posted on the website of the Company and can be accessed at the web link:<http://www.torrentpharma.com/pdf/bod/> Familiarisation_Program_of_Independent_Directors.pdf.

2. AUDIT AND RISK MANAGEMENT COMMITTEE

The constitution of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations which has replaced the Clause 49 of the Listing Agreement.

The Chairman of the Committee attended the last AGM of the Company.

The Company Secretary acts as the Secretary to the Committee. In addition, the Committee meetings are attended by the Chief Financial Officer, Vice President (Finance), Statutory Auditors, Internal Auditors, Cost Auditors and other related functional Executives of the Company when required.

The Committee holds meetings with Statutory Auditors and Internal Auditors on one to one basis and has ascertained that they have no unexpressed concerns. During the year, a special Audit Committee meeting outside the quarterly meetings was held to focus attention on relevant important regulatory and legal updates.

The principal terms of reference of the Committee as approved by the Board and as revised / updated from time to time by the Board are:

1. FINANCIAL INFORMATION REVIEW

i. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. To examine the financial statement and the Auditors' Report thereon;

iii. Reviewing, with the Management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

A. Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report;

B. Changes, if any, in accounting policies and practices and reasons for the same;

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;

E. Compliance with listing and other legal requirements relating to financial statements;

F. Disclosure of any related party transactions; and

G. Modified opinion(s) in the draft audit report.

iv. Reviewing with the Management, the quarterly financial statements before submission to the Board for approval.

v. Reviewing with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take steps in this matter.

vi. To review the following details mandatorily:

A. Management discussion and analysis of financial condition and results of operations;

B. Statement of significant Related Party transactions (as defined by the Audit Committee), submitted by Management;

C. Management letters / letters of internal control weaknesses issued by the Statutory Auditors if any;

D. Internal Audit Reports relating to internal control weaknesses.

E. The appointment, removal and terms of remuneration of the Chief Internal Auditor.

F. Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of Listing Regulations.

b. Annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7) of Listing Regulations.

vii. To review the financial statements of unlisted subsidiary companies, and in particular, the investments made by them

2. INTERNAL CONTROLS AND POLICIES FOR MAINTAINING VIGIL

i. Scrutiny of inter-corporate loans and investments.

ii. Valuation of undertaking's or assets of the Company, wherever it is necessary.

iii. Evaluation of Internal Financial Controls and Risk Management systems.

iv. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

v. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

vi. To review the functioning of the Whistle Blower (Vigil) mechanism.

vii. To approve the appointment of Chief Financial Officer (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

viii. Investigate any activity within its terms of reference and any matters referred to it by the Board.

ix. To review the frauds reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors, if any.

x. Monitoring the end use of funds raised through public offers and related matters.

xi. Reviewing with the Auditors and Management, if required, about internal control systems, the scope of audit, including the observations of the Auditors and review of financial statement before their submission to the Board and any related issues there with.

3. RELATIONSHIP WITH STATUTORY, INTERNAL & COST AUDITORS

i. Recommend to the Board for appointment, remuneration and terms of appointment of Auditors of the Company.

ii. Approval of payments to Statutory Auditors for any other services rendered by them.

iii. Review and monitor the Auditor's independence and performance and effectiveness of audit process.

iv. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

v. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

vi. Discussion with Internal Auditors of any significant findings and follow up there on.

vii. Reviewing, with the Management, performance of Statutory and Internal Auditors adequacy of the internal control systems.

4. RISK MANAGEMENT

i. Review procedures for risk assessment and minimization for informing the same to the Board.

ii. Framing and recommending to the Board the Risk Management Policy and Plan.

iii. Monitoring and reviewing the Risk Management plan.

5. RELATED PARTY TRANSACTIONS

i. Approval or any subsequent modification of transactions of the Company with Related Parties.

ii. To lay down the criteria for granting the omnibus approval in line with the policy on Related Party transactions.

iii. To review, at least on a quarterly basis, the details of Related Party transactions entered into by the Company pursuant to each of the omnibus approvals given.

The Committee has full access to information and records of the Company and can seek information from any employee of the Company and may invite such of Executives, as it considers appropriate to be present at the meetings of Committee. The Committee may access external professionals and obtain legal advice, if so required, and secure attendance of outsiders with relevant expertise, if it considers necessary, in discharge of its functions.

In addition to the above, the Committee shall have such functions / role / powers as may be specified in the terms of reference of the Audit Committee under applicable laws or as required by any statute.

3. SECURITIES TRANSFER AND STAKEHOLDERS RELATIONSHIP COMMITTEE

The Securities Transfer & Stakeholders Relationship Committee considers and oversees resolution of grievances of security holders and investors of the Company.

1. Shri Sudhir Mehta ceased to be a Member of the Committee with effect from 27th July, 2015.

2. Shri Shailesh Haribhakti was appointed as a Member of the Committee with effect from 27th July, 2015.

3. Shri Samir Mehta ceased to be a Member and Shri Markand Bhatt ceased to be Member and Chairman with effect from

4th February, 2016.

4. Shri Haigreve Khaitan and Smt. Renu Challu were appointed as Members of the Committee with effect from 4th February, 2016. Smt. Renu Challu was selected as the Chairperson of the Committee on 23rd May, 2016.

Shri Mahesh Agrawal, Vice President (Legal) & Company Secretary, provided secretarial support to the Committee and was also the designated Compliance Officer for such matters.

The equity shares of the Company to the extent of 99.47% are held in dematerialised form & the handling of physical transfer of shares are minimal. No transfer of equity shares are pending as on 31st March, 2016.

During the year, the Company has received eight (8) complaints from shareholders and the same were attended within a reasonable period of time. No complaint was pending as on 31st March, 2016.

4. APPOINTMENT AND REMUNERATION OF DIRECTORS

Nomination and Remuneration Committee

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors other than Independent Directors. The level and structure of remuneration of Senior Management of the Company as per the Remuneration Policy is also overseen by this Committee.

During the year, four meetings of the Committee were held on 15th May, 2015, 27th July, 2015, 29th October, 2015 and 4th February, 2016.

The composition of the Committee as well as the particulars of attendance at the Committee meetings during the year and other related details are given in the table below:

1. Smt Bhavna Doshi ceased to be Member of the Committee due to her resignation from the Board with effect from 15th May, 2015

Shri Mahesh Agrawal, Vice President (Legal) & Company Secretary, provided secretarial support to the Committee.

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, Nomination and Remuneration

Committee has the following principal terms of reference:

1. To evaluate and recommend the composition of the Board of Directors and sub-committees thereof.

2. To identify persons who are qualified to become Directors and who may be appointed in Senior Management positions in  accordance with the criteria laid down, recommend to the Board their appointment and removal.

3. To determine 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.

4. To formulate a criteria for performance evaluation of Directors and the Board and to carry out evaluation of every  Director's performance.

5. Devising a Policy on Board Diversity.

6. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

7. To recommend a Policy to the Board relating to the remuneration for the Directors, KMPs and other Employees, for its approval.

8. The Committee shall, while formulating the policy, ensure the following :

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the  quality required to run the Company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Senior Management for the above purpose shall mean personnel of the Company who are members of its core

Management Team excluding Board of Directors comprising all members of Management one level below the Executive Directors, including the Functional Heads.

9. To seek information from Management and have full access to the Company's records relevant to its functioning in discharge  of its obligations.

10. To make recommendations to the Board on any matter within its purview, by passing appropriate resolutions.

11. To note information on recruitment and remuneration of Senior Officers just below the level of Board of Directors, including appointment or removal of Chief Financial Officer and the Company Secretary.

12. To undertake related activities, functions and duties as the Board of Directors may from time to time, after deliberations,  prescribe or as may be required to be undertaken in terms of any statutory or regulatory provisions.

According to clause 4 above, the Board has, inter alia, approved the following evaluation criteria for the Independent Directors based on the recommendation of the Committee:

• Participation in Board in terms of adequacy (time & content);

• Contribution at meetings and

• Guidance / support to Management outside Board / Committee meetings.

Remuneration Policy, details of remuneration and other terms of appointment of Directors

The Remuneration Policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The Company endeavours to attract, retain, develop and motivate the high-caliber executives and to incentivize them to develop and implement Strategy, thereby enhancing the business value and maintaining a high performance workforce. The policy ensures that the level and composition of remuneration of the Whole-time Directors / Executive Directors are optimum. Remuneration package for Executive Directors are designed with optimum combination of fixed component and / or performance linked pay reflecting the physical (quantitative and qualitative) and financial performance of the Company. The salient features of the Remuneration Policy form a part of the Director's Report.

Appointment and Remuneration of Executive Chairman / Whole-time Director

The appointment and remuneration of Shri Samir Mehta as Executive Chairman of the Company was decided by the Board and approved by the shareholders at their meeting held on 30th July, 2014. This appointment is for a period of five years effective from 30th July, 2014. Shri Samir Mehta is also liable to retire by rotation at the forthcoming AGM and being eligible, has offered himself for re-appointment.

Appointment and Remuneration of Dr. Chaitanya Dutt, Director (Research & Development) was decided by the Board and approved by the shareholders at their meeting held on 27th July, 2015 effective from 01st January, 2015 for a period of three years up to 31st December, 2017.

Remuneration of Non-Executive Directors including Independent Directors

1. The shareholders at the AGM held on 27th July, 2015 approved the payment of commission to the Non-Executive Directors (NEDs), in accordance with and upto the limit laid down under the provisions of the Companies Act, 2013 and authorised the Board of Directors or any Committee of the Board, specifically authorized for the purpose, to decide the actual amount of commission for each year. The commission is determined based on the participation of the Directors in the meetings of the Board and / or Committees thereof, as well as on industry practice, performance of the Company and contribution by the Directors, etc. Further, the Board has approved the payment of sitting fees at the rate of Rs. 1 lac per meeting to the INEDs for each Board and Committee meeting attended by them.

2. In case of absence or inadequacy of profits in any financial year, the NEDs shall be paid such remuneration as approved by the Board or its Committee authorised for the purpose for such financial year, subject to such approval as may be necessary.

3. The commission for any financial year shall become due on approval by the Board of the amount of such commission and of the financial statements for that year.

Notes:

$ The terms of appointment of Executive Chairman / Whole-time Director are governed by the resolutions of the shareholders and applicable Rules of the Company. None of the Directors are entitled to severance fees.

# Includes house rent allowance, contribution to provident / gratuity / superannuation funds & approved perquisites.

## Commission as approved by the Board pursuant to the shareholders approval and subject to maximum limit specified in the Companies Act, 2013.

++ Sitting Fees as approved by the Board under Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

** In addition they are covered under group personal accident and group mediclaim policy as per Company's Rules. $$ Shri Markand Bhatt though eligible for commission and sitting fees, waived his right to receive the same.

Directors have not been granted any stock options during the year.

Khaitan & Co. and Khaitan & Co. LLP., the law firms in which Shri Haigreve Khaitan, an Independent Director, is a partner, were paid Rs. 61.26 lacs as professional fees for legal services provided during the year. Apart from above, there were no other pecuniary relationships / transactions with the Independent Directors vis-a-vis the Company

5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee, interalia, to formulate Corporate Social Responsibility (CSR) Policy, to recommend the amount of expenditure to be incurred on social activities and to monitor the CSR Policy.

7. DISCLOSURES

a. Legal Compliances

The Company follows a formal Management policy and system of legal compliance & reporting to facilitate periodical review by the Board of compliance status of laws applicable to the Company and steps taken to rectify non-compliances, if any.

There were no instances of material non-compliance and no penalties were imposed on the Company either by SEBI, Stock Exchanges or any statutory authorities on any matter related to capital markets during the last three years.

b. Code of Business Conduct

Code of Business Conduct adopted by the Company has been posted on the website of the Company. The Members of the Board and Senior Management of the Company have submitted their affirmation on compliance with the Code of Business  Conduct for the effective period. The declaration by the Executive Chairman to that effect forms part of this report as Annexure 1.

c. Related Party Transactions

Pursuant to Regulation 23 of the Listin Regulations and applicable provisions of the Companies Act, 2013, the Company  has formulated Related Party Policy for dealing with Related Party transactions. Transactions with every Related Party are as  per the provisions of the law and the Related Party Policy. A copy of the Related Party Policy for dealing with Related Party  transactions is available on the website <http://www.torrentpharma.com/pdf/Related_Party_Transactions_Policy.pdf>.

The Company has also formulated Policy on determining material Subsidiaries as required under Listing Regulations. A copy of the policy on determining material Subsidiaries is available on the website: <http://www.torrentpharma.com/pdf/Policy_for_> determining_Material_Subsidiaries.pdf.

During the year, the material Related Party transactions have been entered into by the Company with its wholly owned subsidiary in US whose accounts are consolidated with the Company. All the Related Party transactions are duly approved by Audit and Risk Management Committee / Board as required under the provisions of the Companies Act, 2013 and Listing Regulations as well as the Related Party Transaction Policy of the Company.

d. CEO / CFO Certification

The Executive Chairman and Chief Financial Officer (CFO) of the Company gives an annual certificate on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. The Executive Chairman and CFO also give quarterly certificate on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the Listing Regulations.

e. Details of unclaimed shares as per Listing Regulations

In terms of Regulation 39(4) of the Listing Regulations, the Company reports the following details in respect of equity shares transferred from the "Torrent Pharmaceuticals Limited - Unclaimed Suspense Account" during the year and the balance in the same at the beginning and at the end of the year:

f. Whistle Blower Policy

The Company believes in conducting its affairs in a fair and transparent manner to nurture professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture for the employees to raise concerns about any misconduct or unacceptable practice. Through Whistle Blower Policy the Company encourages employees to bring to the attention of Senior Management any improper practices, wrongful conduct taking place in the Company for taking appropriate action.

During the year, the Company initiated several awareness campaigns on Whistle Blower Policy to sensitize the employees on the importance of the Policy and to ensure right use of the same. Taking it a step further, the Company promoted the Policy to some of its external stakeholders including the Stockiest. The Policy and its intricacies were shared with them. The Company has received a positive response and it has helped in rectifying several misconducts and wrongdoings.

Under the Whistle Blower Policy, Protected Disclosures relating to financial matters are to be reported to the Chief Financial Officer (CFO) of the Company while those relating to the non-financial matters are to be reported to the Chief Executive Officer (CEO) of the Company, with a copy to the Chairman of the Audit and Risk Management Committee in all such cases and where the Protected Disclosure involves a CFO or CEO or Director of the Company, such Protected Disclosure may be made by any Stakeholder directly to the Chairman of Audit and Risk Management Committee.

Such Protected Disclosures can be made through a phone call, email or in writing.

g. Commodity price risk and hedging activities

The Company purchases Active Pharmaceutical Ingredient (API) and other materials that are used in the manufacturing operations from foreign and domestic suppliers. Most of these materials are sourced from the domestic market and therefore do not have significant foreign exchange fluctuation risks. The Company has Risk Management framework to pro-actively mitigate the impact through measures like cost based price increases, cost reduction measures, portfolio rationalization, renegotiate procurement contracts etc. The Company also develops on an ongoing basis alternate supply sources for key products subject to economic justification

Currency risks mainly arise out of overseas operations and financing activities. Exchange rate fluctuations could significantly impact earning and net equity because of invoicing in foreign currencies, expenditures in foreign currencies, foreign currency borrowing and translation of financial statement of overseas subsidiaries into Indian Rupees. The Company has defined exchange Risk Management framework to manage these risks excluding the translation risks. The Company hedges 100% of its foreign exchange risk exposure by way of forward exchange contracts.

h. Policy on Protection of Women against Sexual Harassment at Workplace

The Company strongly believes in providing a safe and harassment free workplace to all its employees. The CompanyIt continuously endeavours to create and provide an environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment and/or any such orientation in implicit or explicit form. For this purpose, the

Company has in place 'Policy of Protection of Women Against Sexual Harassment at Work Place' and also formed Complaint Redressal Committees at various administrative units/ Offices.

During the Financial Year 2015-16, the Company received no complaint of sexual harassment.

i. Policies adopted during the year:

During the year, the Company adopted the following policies;

- the Policy for Preservation of Documents; and

- Policy for Determination of Material Events or Information. This Policy is available on the website of the Company at <http://www.torrentpharma.com/pdf/Policy-for-determination.pdf>.

j. Mandatory & Non-Mandatory Clauses

The Company has complied with all mandatory requirements laid down by Listing Regulations. The non-mandatory  requirements complied with have been disclosed at the relevant places.

8. COMMUNICATION TO SHAREHOLDERS

During the year, audited quarterly and audited annual financial results on Standalone basis and un-audited quarterly and audited annual financial results on a Consolidated basis of the Company were submitted to the stock exchanges soon after the Board meeting approved these and were published in leading newspapers viz The Financial Express and The Indian Express in all edition of English language and The Financial Express in Gujarati language. These were also promptly put on the Company's website www.torrentpharma.com All official news release of relevance, quarterly results and presentations made by the Company to investors / analysts were also made available on the Company's website for a reasonable period of time. The Company plans to send soft copies of Annual Report 2015-16 to those shareholders whose email IDs are registered with the Depository Participants and / or with the Company's Registrars and Transfer Agents, unless opted by them to get the physical copy, to support the "Green Initiative in Corporate Governance'' an initiative taken by the Ministry of Corporate Affairs.

9. GENERAL SHAREHOLDER INFORMATION

a. 43rd AGM

Date & Time : Wednesday, 27th July, 2016 at 09:30 AM

Venue : J. B. Auditorium, Torrent AMA Centre, Ground Floor, Ahmedabad Management Association, Vastrapur, Ahmedabad

Tentative Financial Calendar for the year 2016-17

Financial year : 1st April to 31st March

First Quarter results : Fourth week of July 2016

Half Yearly results : Fourth week of October 2016

Third Quarter results : Fourth week of January 2017

Results for year-end : Second week of May 2017

c. Dividend payment date

During the year, the Company distributed Interim Dividend twice totalling to Rs. 35 per share (700%).

d. Listing on Stock Exchanges and Security Codes

Name of Stock Exchange

A. Equity shares

BSE Limited, Mumbai (BSE)  

Security Code : 500420

National Stock Exchange of India Limited, Mumbai (NSE)

Security Code : TORNTPHARM

B. Non-Convertible Debentures

National Stock Exchange of India Limited, Mumbai (NSE)

The Company has paid the annual listing fees for the year 2016-17 to both the above stock exchanges

g. Dematerialisation of securities

The equity shares of the Company are traded compulsorily in the dematerialized segment of all the stock exchanges and are under rolling settlement. Approximately 99.47% of the shares have been dematerialised. Shares held by Promoters are all in dematerialised form. The demat security (ISIN) code for the equity share is INE685A01028.

h. Share transfer system

To expedite the transfer of shares held in physical mode the powers to authorise transfers have been delegated to specified officials of the Company. The transfers which are complete in all respects are taken up for approval generally every ten days and the transferred securities dispatched to the transferee within fifteen days. The details of transfers / transmissions approved by the delegatees are noted by the Securities Transfer and Stakeholders Relationship Committee at its next meeting. The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) of the Listing Regulations (erstwhile Clause 47(c) of the Listing Agreement) and files a copy of the certificate with the Stock Exchanges.

The Company has signed necessary agreements with two depositories currently functional in India viz. National Securities Depository Limited & Central Depository Services (India) Limited. The transfer of shares in depository mode need not be approved by the Company.

i. Outstanding GDRs / ADRs / Warrants / any other convertible instruments

The Company does not have any outstanding instruments of the captioned type.

j. Registered Office

Torrent House, Off Ashram Road, Ahmedabad - 380 009, Gujarat, India Phone: + 91 79 26585090 / 26583060 Fax: + 91 79 26582100

k. Plant Locations

1. Village Indrad, Taluka Kadi, Dist. Mehsana (Gujarat)

2. Village Bhud, Baddi, Teh. Nalagarh, Dist. Solan (Himachal Pradesh)

3. 32 No. Middle Camp, NH-31A, East District, Gangtok (Sikkim)

4. Plot No 810, Sector III, Industrial area, Pithampur, Dist- Dhar, (Madhya Pradesh)

l. Project Sites

1. Dahej SEZ, Plot No. Z104-106, Dahej SEZ Phase II, Taluka Vagra, Dist. Bharuch (Gujarat).

2. Bileshwarpura, Taluka Kalol, District Gandhinagar (Gujarat).

m. Research & Development Facility

Village Bhat, Dist. Gandhinagar - 382 428 (Gujarat)

n. Compliance Officer

Shri Mahesh Agrawal VP (Legal) & Company Secretary Torrent Pharmaceuticals Limited

Torrent House, Off Ashram Road, Ahmedabad - 380 009, Gujarat, India Phone: + 91 79 26585090 / 26583060 Fax: + 91 79 26582100 Email Id: maheshagrawal@torrentpharma.com

o. Investor services

Email Id: investorservices@torrentpharma.com

p. Registrars & Transfer Agents (RTA)

KARVY COMPUTERSHARE PRIVATE LIMITED Unit: Torrent Pharmaceuticals Limited Karvy Selenium Tower-B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad - 500 032, India Tel No: +91 40 67162222 Fax No.: +91 23001153 Contact person: K. S. Reddy E-mail: einward.ris@karvy.com

q. Debenture Trustee

IDBI TRUSTEESHIP SERVICES LIMITED Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001. Website: <http://www.idbitrustee.com> E-mail ID: ajit.guruji@idbitrustee.com Tel: +91 22 40807001 Mob: +91 9820343679 Fax: +91 22 66311776

For and on behalf of the Board

Samir Mehta

Executive Chairman  

Place : Ahmadabad

Date : 23rd May, 2016